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                                                                  EXHIBIT 10.4.1

                       AMENDMENT NO. 2 TO LEASE AGREEMENT
                       ----------------------------------

          THIS AMENDMENT NO. 2 to a Lease Agreement dated May 27, 1992, by and
between Robert Giaimo Development, Inc. ("Landlord") and Silver Diner Potomac
Mills, Inc. ("Tenant"), as amended on October 30, 1995 (the lease agreement and
the amendment together the "Lease") is made by Landlord and Tenant effective as
of July 1, 1997.

                                    RECITALS
                                    --------
          R-1. The Demised Premises under the Lease comprised the Land (64,267
square feet) identified as 11-B-1A of Potomac Mills Subdivision, Dale City,
Prince William County, Virginia.

          R-2. Tenant has purchased 47,247 square feet of the Land (the
"Development Parcel") from Landlord, and Landlord and Tenant desire to amend the
Lease to reduce the amount of Land to 17,020 square feet (the "Parking Lot
Parcel").

          NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, Landlord and Tenant agree as follows:

               1.   The above Recitals are incorporated into, and are part of,
                    this Amendment No. 2 to Lease Agreement.

               2.   Capitalized terms used herein, unless specifically defined
                    herein, shall have the meanings ascribed to them in the
                    Lease.

               3.   The Lease is amended, effective July 1, 1997, as follows:

                    A.   The Land comprises 17,020 square feet of Parcel 11-B-1A
                         of Potomac Mills Subdivision, Dale City, Prince William
                         County, Virginia, as depicted on the attached drawing
                         (Exhibit A).

                    B.   Landlord and Tenant will file a plan of subdivision
                         with Prince William County, Virginia, subdividing the
                         Land into the Development Parcel and the Parking Lot
                         Parcel. It is contemplated that this will be done upon
                         sale by Landlord of the Development Parcel, in which
                         event it may be necessary to amend the Lease should the
                         purchaser desire a different configuration from the
                         Development Parcel as shown on Exhibit A.

                    C.   The Base Rent for the period from July 1, 1997, through
                         May 31, 1998, shall be at the annualized rate of
                         $14,385 per year.

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                    D.   The Base Rent provisions in the Lease (including the
                         provisions for increases and an example of the
                         calculation of Base Rent) are deleted, and the
                         following are substituted in lieu thereof:

                         (i)  On the first day of each Lease Year during the
                              Term, commencing on the first day of the Lease
                              Year that commences on June 1, 1998, the Base Rent
                              shall be increased to an amount equal to the Base
                              Rent for the prior Lease Year (except that the
                              Base Rent for the Lease Year ended June 1, 1998,
                              shall be deemed to have been $14,385,
                              notwithstanding that the Base Rent for June 1997,
                              the first month of such Lease Year, was payable at
                              a higher annualized Base Rent in accordance with
                              the Lease prior to this Amendment No. 2 to Lease
                              Agreement) multiplied by a fraction, the numerator
                              of which shall be the most recently published
                              Index as of the first day of the applicable Lease
                              Year, and the denominator of which shall be the
                              Index as of the first day of the immediately
                              preceding Lease Year. The "Index" shall mean the
                              Consumer Price Index for Urban Wage Earners and
                              Clerical Workers, All Items, Washington, D.C.
                              (1982-84=100) as published by the Bureau of Labor
                              Statistics of the United States Department of
                              Labor or any successor or comparable successor
                              Index. If the Base Rent is not determined prior to
                              the first day of a Lease Year, Tenant shall
                              continue paying the previous Lease Year's Base
                              Rent until the Base Rent for the applicable Lease
                              Year is determined by Landlord. In such event, on
                              the first day of the Adjustment Month (defined
                              hereinbelow) for the applicable Lease Year, Tenant
                              shall pay in a lump sum an amount equal to
                              one-twelfth (1/12th) of the difference between the
                              Base Rent for the applicable Lease Year and the
                              Base Rent for the previous Lease Year multiplied
                              by the number of months from the first month of
                              the applicable Lease Year to the Adjustment Month,
                              and shall thereafter pay the Base Rent for the
                              current Lease Year on a monthly basis. The
                              "Adjustment Month" shall mean the first full
                              calendar month next following a thirty (30)-day
                              notice to Tenant by Landlord of the Base Rent for
                              the current Lease Year. In no event shall Base
                              Rent for any Lease year be lower than the Base
                              Rent for the previous Lease Year.

                         (ii) An example of the calculation of the Base Rent is
                              as follows: Assume that (i) the Base Rent is
                              $14,385, (ii) the most recently published Indices
                              as of the first day of the Lease Year commencing
                              June 1, 1998, June 1, 1999, and June 1, 2000, are
                              110, 115 and 120 respectively. In such

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                              event, the Base Rent for the Lease Year commencing
                              June 1, 1998, would be $15,824, the Base Rent for
                              the Lease Year commencing June 1, 1999, would be
                              $16,543, and the Base Rent for the Lease Year
                              commencing June 1, 2000, would be $17,262.

          4.   Except as amended hereby, the Lease is hereby ratified and
               confirmed in all respects, and shall continue in full force and
               effect in accordance with its terms.

     IN WITNESS WHEREOF, this Amendment No. 2 to Lease Agreement has been duly
executed by the undersigned under seal on the day and year first hereinabove
written.

                                    TENANT:
                                    ------

WITNESS:                            SILVER DINER POTOMAC MILLS, INC.

______________________________      by: _____________________________________
                                         Robert T. Giaimo
                                         President

                                    LANDLORD:
                                    --------

WITNESS:                            ROBERT GIAIMO DEVELOPMENT, INC.

______________________________      by: _____________________________________
                                         Robert T. Giaimo
                                         President

AGREED TO:

SILVER DINER DEVELOPMENT, INC.,
as Manager of the Potomac Mills Silver Diner

by: __________________________________
    Ype Von Hengst
    Vice President

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