**Exhibit
      10.19**




**FIRST
        AMENDMENT OF LEASE**
 
 This
        FIRST AMENDMENT OF LEASE (the "First Amendment") is dated as of February
        10,
        2003, and is entered into by and between and AU ZONE INVESTMENTS #2, L.P.,
        successor in interest to HAWAIIAN GARDENS ASSOCIATES I, ("Landlord"), and
        KFC OF
        POLLY'S, INC. (dba KENTUCKY FRIED CHICKEN), ("Tenant").
 
 **RECITALS**
 This
        First Amendment to Lease is made with reference to the following facts and
        objectives:
 
 A.
              Landlord
                  and Tenant entered into a written Lease dated May 30, 1989 (collectively
                  the "Lease"), in which Landlord leased to Tenant, and Tenant leased
                  from
                  Landlord, Premises located in the City of Hawaiian Gardens, State
                  of
                  California 90716, commonly known as 12161 E. Carson Ave, which
                  is
                  approximately 3,100 square feet
                  ("Premises").
 B.
              The
                  term of the Lease is currently due to expire on November 1, 2008,
with
                  three (3) options of five (5)
                  years..
 C.
              The
                  parties desire to modify the Lease as set forth
                  below:
 
 **AGREEMENT**
 
 1.
              DEFINITIONS
 All
        capitalized terms used in this First Amendment which are not defined herein
        shall have the same meanings as set forth in the Lease.
 
 2.
              ADDITIONAL
                  USE
 Landlord
        grants Tenant an expansion of use to include the sale of hamburgers and hot
        dogs
        for on and off-site consumption, so long as the sale of hamburgers does not
        exceed 20% of the overall sales generated from this location. This expanded
        use
        shall not preclude Landlord from entering into a lease agreement
        with ** another
        restaurant or fast food operator primarily engaged in the sale of hamburgers
        and/or hot dogs, or any other use beyond what is already restricted in the
        Lease. All signage and building changes are subject to all other terms of
        the
        Lease.
 
 Landlord
        shall also have the right throughout the term of the Lease, and options,
        to
        approve any trade name change.
 
 3.
              ALTERATIONS
                  TO PREMISES
 Tenant
        shall be allowed to alter its interior decor and exterior signage to reflect the
        additional use as defined above, all subject to Landlord's review and approval,
        which shall not be unreasonably withheld. Tenant shall also be allowed to
        add
        any necessary cooking equipment to accommodate the expansion of use. Any
        alterations and additions to the Premises are subject to all provisions of
        the
        Lease.
  
  4.
              CHICKEN
                  EXLCUSIVE
 Should
        the sale of chicken, or chicken related menu items, drop below 20% of the
        overall sales generated from this location for a period of three consecutive
        months, then Tenant's existing chicken exclusive will terminate.
 
 5.
              WAIVER
                  AND RELEASE
 Tenant
        hereby expressly waives, and releases Landlord any and all claims, obligations,
        liabilities, acts, omissions, causes of action, damages, costs, losses and
        expenses, whether now existing or hereafter arising, known or unknown, which
        arise out of, or are connected with or relate to, any acts, omissions, events,
        or circumstances arising prior to the date of execution of this
        Amendment.
 
 Tenant
        hereby agrees, represents and warrants that the matters released herein are
        not
        limited to matters that are known or disclosed, and Tenant hereby waives
        any and
        all
        rights and benefits that it now has, or in the future may have, conferred upon
        it
        by virtue of the provisions of Section 1542 of the Civil Code of the State
        of
        California, which provides as follows:
 
 A
        GENERAL
        RELEASE DOES NOT EXTEND TO CLAIMS THAT CREDITOR DOES NOT KNOW OR SUSPECT
        TO
        EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
        BY
        HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
 
 Tenant
        hereby agrees, represents and warrants that it realizes and acknowledges that
        factual matters now unknown to it may have given or may hereafter give rise
        to
        causes of action, claims, demands, debts, controversies, damages, costs,
        losses
        and expenses, that are presently unknown, unanticipated and unsuspected,
        and it further
        agrees, represents and warrants that the Release set forth above has been
        negotiated and agreed upon in light of that realization and that it nevertheless
        hereby intends to release, discharge and acquit the parties set forth herein
        above from any such unknown causes of action, claims, damages, costs, losses
        and
        expenses that are in any way related to the matters referred to herein
        above.
 
 6.
              CONSTRUCTION:
                  REAFFIRMATION
 In
        the
        event of a conflict between the terms of the Lease, and subsequent amendments,
        and the terms of this Amendment, the terms of this Amendment shall
        govern and prevail. The Lease, as amended by this Amendment, is hereby reaffirmed.
 
 7.
              GOVERNING
                  LAW
 This
        Amendment shall be construed in accordance with and governed by the laws
        of the
        State of California.
  
  8.
              ENTIRE
                  AGREEMENT
 This
        Amendment constitutes the entire agreement of Landlord and Tenant with respect
        to the specific subject matter hereof.
 
 9.
              SUCCESSOR
                  AND ASSIGNEES
 Subject
        to the provisions of the Lease relating to assignment, mortgaging, pledging
        and
        subletting, the Lease, as amended by this Amendment, shall bind the heirs,
        executors, administrators, successors and assignees of any and all of the parties
        hereto.
 
 IN
        WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the
        day
        and year first written above.
 
 **TENANT:****KFC
                  OF POLLY'S, INC.**By:
              /s/
                  Donald Paul SheldrakeName:
              Donald
                  Paul SheldrakeTitle:
              PresidentDated:
              2/18/03**LANDLORD:****AU
                  ZONE INVESTMENTS #2, L.P.**By:
              /s/
                  Jeff GoldName:
              Jeff
                  GoldTitle:
              Member
                  of General PartnerDated:
              3/10/03