EXHIBIT 10.10

                                     LEASE


                                 By and Between

                             HEREFORD COMPANY LLC,
                    a New Mexico Limited Liability Company,
                                  as Landlord

                                      and

                        MARIE CALLENDER PIE SHOPS, INC.,
                           a California corporation,
                                   as Tenant






                          For the Property located at

                              5220 Eubank Blvd. NE
                         Albuquerque, New Mexico 87111

                                 August 14, 1998


This document shall not have, nor be construed as having,  any binding effect on
the  parties  unless  fully  executed  by the  Tenant and  Landlord  and a fully
executed copy is delivered to the Landlord.




                               TABLE OF CONTENTS
                               -----------------

               SECTION                                        PAGE
               -------                                        ----

               1.  DESCRIPTION OF PREMISES ..............     1
               2.  TERM .................................     1
               3.  (INTENTIONALLY OMITTED) ..............     1
               4.  RENTAL ...............................     1
               5.  USE OF THE PREMISES ..................     3
               6.  TRADE FIXTURES .......................     3
               7.  (INTENTIONALLY OMITTED) ..............     3
               8.  ALTERATIONS AND REPAIRS ..............     4
               9.  TAXES ................................     4
               10. MECHANICS'LIENS ......................     5
               11. UTILITIES ............................     6
               12. ASSIGNMENT; SUBLETTING ...............     6
               13. INDEMNITY AND INSURANCE ..............     7
               14. DAMAGE OR DESTRUCTION ................     8
               15. CONDEMNATION OF PREMISES .............     9
               16. COVENANT OF TITLE AND QUIET ENJOYMENT.     11
               17. (INTENTIONALLY OMITTED) ..............     11
               18. COMMON AREAS AND APPURTENANT RIGHTS ..     11
               19. SUBORDINATION AND NON-DISTURBANCE ....     13
               20. WARRANTIES OF LANDLORD ...............     13
               21. (INTENTIONALLY OMITTED) ..............     15
               22. INSPECTION ...........................     16
               23. WRITTEN CONSENT ......................     16
               24. INVESTMENT TAX CREDIT ................     17
               25. OPTION TO RENEW ......................     17
               26. TENANT'S DEFAULT; LANDLORD'S REMEDIES      18
               27. LANDLORD'S DEFAULT; TENANT'S REMEDIES      19
               28. BROKERAGE COMMISSIONS ................     20
               29. MORTGAGING OF LEASEHOLD ESTATE .......     20
               30. OWNERSHIP OF IMROVEMENTS .............     21
               31. MISCELLANEOUS ........................     21




EXHIBIT "A" -      Legal Description of Premises

EXHIBIT "B" -      Site Plan

EXHIBIT "C" -      Intentionally Omitted

EXHIBIT "D" -      Intentionally Omitted

EXHIBIT "E" -      Intentionally Omitted

EXHIBIT "F" -      Memorandum of Lease

EXHIBIT "G" -      Intentionally Omitted

EXHIBIT "H" -      Intentionally Omitted

EXHIBIT "I" -      Non-Disturbance Agreement (Lender)



                                     LEASE

THIS LEASE  ("Lease") is made and entered into this 14th day of August 1998,  by
and  between  HEREFORD  COMPANY  LLC, a New  Mexico  limited  liability  company
("Landlord")   and  CALLENDER  PIE  SHOPS,   INC.,  a  California   corporation,
("Tenant").

I .     DESCRIPTION OF PREMISES

Landlord  hereby  leases to  Tenant,  and  Tenant  hereby  hires and takes  from
Landlord,  that certain real property legally described in attached Exhibit "A,"
incorporated herein by reference,  containing approximately 7,500 square feet of
floor  area,  and as shown on the Site  Plan  attached  hereto as  Exhibit  "B,"
incorporated  herein  by  reference,  ("Property")  together  with  all  of  the
improvements located on the Property, including that certain building containing
a restaurant facility  ("Building"),  and related  outbuildings and improvements
constructed upon the Property, and the Appurtenant Rights as hereinafter defined
in Section 17  (collectively  referred to as  "Premises"),  for the term, at the
rental, and upon all of the terms,  covenants,  and conditions set forth in this
Lease.  The  Premises  are part of that  certain  shopping  center  known as the
Promenade Shopping Center ("Shopping Center").

For all  purposes  of this Lease,  including  all time  requirements,  the "date
hereof," or any other  reference  to the date of this  Lease,  shall be the date
first set forth above and shall be referred to as the effective date ("Effective
Date").'

2.      TERM

This  Lease  shall be  effective  upon the date of its  execution,  but its term
("Term") shall commence August 14,  1998 ("Commencement Date"), and shall end on
August 13,  2008,  unless extended or terminated  earlier in accordance with the
provisions hereinafter set forth.

3.      (INTENTIONALLY OMITTED)


4.      RENTAL

     a. Tenant shall pay as fixed  minimum   monthly  rental  ("Minimum  Monthly
Rent")  for the  Premises  during  the Term  hereof  the sum of Eleven  Thousand
Dollars ($1 1,000) per month.  The Minimum Monthly Rent shall be paid in advance
on the first day of each  month,  partial  months  being  prorated  based upon a
thirty (30) day month. Except as otherwise provided herein, Minimum Monthly Rent
shall commence on the Commencement  Date ("Rent Commencement  Date");  provided,
however,  in the event that the Rent  Commencement  Date is other than the first
day of the month,  the Minimum Monthly Rent for such  fractional  month shall be
prorated as provided above.

     b. In addition to Minimum Monthly Rent, Tenant shall pay to Landlord during
the Term  hereof as  percentage  rent the  amount by which six  percent  (6%) of
Annual  Gross Sales (as   hereafter  defined)  exceeds the Minimum  Monthly Rent
payable for the same period (the "Percentage Rent").  Tenant shall record at the
time of sale, in the presence of the customer,  all receipts from sales or other
transactions,  whether cash or credit in accordance with Tenant's point of sales
system in use in a majority of Tenant's  restaurants in the region of the United
States  where the  Premises is located.  Tenant shall keep (a) full and accurate
books of account and records in accordance  with generally  accepted  accounting
principles consistently applied, including, without limitation, a sales journal,
general ledger,  and all bank account statements showing deposits of Gross Sales
revenue,  (b) all points of sales  records  with  regard to the Gross  Sales and
credits,  refunds  and  other  pertinent  transactions  made  from or  upon  the
Premises,  and  (c)  detailed  point  of  sales  records  of any  exclusions  or
deductions  from Gross Sales  (including any exclusions or deductions from Gross
Sales of any subtenant,  licensee or concessionaire).  Such books,  receipts and
records  shall be kept for a period of three  (3) years  after the close of each
Lease year and shall be available for  inspection  and audit by Landlord and its
representatives as provided in Section 4(e) below.

     c. Tenant  shall  submit to Landlord on or before the  sixtieth  (60th) day
following  the end of each Lease Year a complete  statement  certified by a duly
authorized  officer of Tenant of the Annual Gross Sales  during the  immediately
preceding  Lease Year, the Minimum Monthly Rent and the Percentage Rent for said
Lease  Year.  If the  Percentage  Rent due for said Lease Year shall  exceed the
Minimum  Monthly Rent  theretofore  paid in respect of the same Lease Year,  the
balance due shall be paid by Tenant with the submission of such statement.  Each
statement  required by this Section shall include and reflect all data necessary
for an accurate  computation  of the  Percentage  Rent due under this Lease.  In
addition, upon request of Landlord,  Tenant agrees to furnish to Landlord a copy
of Tenants state and local sales and use tax returns. The receipt by Landlord of
any statement or any payment of Percentage  Rental for any period shall not bind
it as to the correctness of the statement or the payment.

     d. As used herein,  the term "Annual Gross Sales"  means:  the aggregate of
those sales made upon and from the  Premises  during the subject  Lease Year for
all items sold to customers in the operation of Tenant's business, such sales to
include the entire amount of the price  charged,  whether wholly or partially in
cash or on credit with deduction being allowed for uncollected or  uncollectible
credit.  "Annual Gross Sales" shall not include (i) the amount of any sales, use
or gross receipts taxes collected from customers, (ii) receipts from the sale of
meals  to  employees  of the  restaurant,  sold to them in the  course  of their
employment,   (iii) any service  charges made and collected by Tenant and turned
over  to  Tenant's  employees  in  lieu  of  such  employees  receiving  tips or
gratuities  from  Tenant's  customers,  (iv)  proceeds  from  the sale of any of
Tenant's  trade  fixtures or  equipment,  (v)  returned pie tin  deposits,  (vi)
receipts  for product  made on the Premises  and  transferred  to another  Marie
Callender outlet, (vii) receipts from pay telephone, cigarette and other vending
machines  provided  such do not  occupy  more than 50 square  feet of floor area
within the  Building,  (viii)  refunds or  credits  made by Tenant for  returned
merchandise,  provided the sale of such  merchandise was previously  included by
Tenant in the Annual Gross Sales,  (ix)  non-food  promotional  items sold at no
profit by Tenant,  (x) credit card service charges,  or (xi) the proceeds of the
sale of any  franchise  to operate the business on the  Premises,  and all fees,
charges, or rents charged to or received from any such franchise.

     e. At its option and expense,  Landlord,  during reasonable  business hours
and upon five (5) days' prior  written  notice to Tenant but not more often than
one (1) time in any twelve (12) month  period,  may cause an audit to be made of
Tenant's books and records relating to Annual Gross Sales made upon and from the
Premises  for the period  covered by any  statement  issued by the Tenant as set
forth herein,  which audit shall take place at Tenant's  corporate  headquarters
(provided such are maintained within the continental  United States;  otherwise,
the books and records  shall be  provided by Tenant to Landlord in  Albuquerque,
New  Mexico,  for audit and  review).  Such audit shall be  conducted  by either
Landlord or an agent or representative, including but not limited to a certified
public  accountant to be designated by Landlord.  If it shall be determined as a
result  of such  audit  that  there  has been a  deficiency  in the  payment  of
Percentage Rental, then such deficiency shall become immediately due and payable
with interest at the rate of twelve percent (12.00%) per annum or at the maximum
legal interest rate,  whichever is less,  from the date when said payment should
have been made. In addition,  if Tenant  understates  Annual Gross Sales by more
than two percent (2%) and if Landlord is entitled to any  additional  Percentage
Rental as a result of said  understatement,  or if such audit  shows that Tenant
has failed to maintain the books of account and records required by this Section
so that Landlord is unable to verify the accuracy of Tenant's  statement,  then,
notwithstanding  anything  in this Lease to the  contrary,  Tenant  shall pay to
Landlord all reasonable  costs and expenses  (including  reasonable  auditor and
attorney  fees) which may be incurred by Landlord in  conducting  such audit and
collecting such  underpayment  if any. If Tenant  willfully  understates  Annual
Gross  Sales by more than six  percent  (6%) then,  in  addition  to  Landlord's
aforesaid  rights,  Landlord may terminate  Tenant's rights of possession  under
this Lease.

5.      USE OF THE PREMISES

     The  Premises  shall be used for a  restaurant  business  or for any  other
lawful  purpose  provided  that Tenant  first  obtains  the  written  consent of
Landlord  for such  other  lawful  purpose,  which  consent  Landlord  shall not
unreasonably withhold or delay.

6.      TRADE FIXTURES

     Tenant  may  place  upon  the  Premises  its  inventory,   trade  fixtures,
furniture,  machinery, and equipment (collectively,  the "Equipment").  Any such
Equipment  installed by Tenant in or upon the  Premises,  no matter how affixed,
during the Term may be removed at any time  during the term of this Lease or any
extension  thereof and for a period of thirty (30) days after the termination of
the Lease  provided  Tenant,  as a condition to its right to make such  removal,
shall  restore  the  Premises  to its  condition  prior to  installation  of the
Equipment, normal wear and tear to the Premises excepted.

7.      (INTENTIONALLY OMITTED)

8.      ALTERATIONS AND REPAIRS

     a. From and after  the  Commencement  Date,  Tenant  shall at its  expense,
maintain the Premises and the  improvements  thereon,  in the same  condition in
which they were received,  reasonable  wear and tear,  depreciation,  damage and
loss from the  elements,  loss covered by insurance  provided that such loss has
been, or will be,  remedied in a prompt  fashion by use  of  insurance  proceeds
made available for such use, and other occurrences beyond the reasonable control
of Tenant  excepted.  Tenant shall maintain the Premises in a clean and sanitary
condition,  in accordance with all applicable state, city, and county health and
sanitation laws and ordinances,  and as directed by the applicable  governmental
officials  during the Term of this Lease;  provided,  however,  any  alteration,
repair,  or change to the Premises  which may be required by law,  regulation or
rule, or resulting from  non-compliance by Landlord with the terms of this Lease
shall be the sole responsibility and done at the  expense  of  Landlord.

     b. Tenant,  at its sole cost and expense,  with Landlord's  consent,  which
consent shall not be unreasonably  withheld or delayed,  shall have the right to
construct  structural  and  nonstructural  upgrades,   changes,   modifications,
remodels or  alterations  ("Alterations")  to the  interior  and exterior of the
Premises,  including the  Building.  However,  Tenant shall not make  structural
Alterations until complying with the following:

          i. Tenant shall  provide  Landlord  with ten (10) days written  notice
     stating the date of the  commencement of the Alterations to enable Landlord
     to post and record an appropriate notice of non-responsibility.

          ii. Tenant shall acquire the approval of all appropriate  governmental
     agencies and, where applicable,  receipt of all permits and authorizations.

     c. Except as provided in Sections 14 and 15 hereof, Landlord shall not have
any responsibility to maintain the Building.

9.      TAXES

     a. In addition to the Minimum  Monthly  Rent,  Tenant  shall pay all of the
real and personal  property  taxes  levied or assessed  against the Premises and
Improvements  thereon for tax years,  or prorata  shares thereof for partial tax
years,  allocable to the period commencing with  the  Rent Commencement Date and
throughout the balance of the Term of this Lease. Tenant shall also pay the real
and  personal  property  taxes  levied or  assessed  against  the  Premises  and
Improvements  for the tax year 1998 covering the obligations of the prior tenant
in the Premises. This Section shall not be deemed or construed to require Tenant
to pay or discharge  any tax which may be levied by any  governmental  authority
upon the income,  profits, or business of Landlord,  including rent due Landlord
hereunder,  or any personal  property  taxes,  franchise,  inheritance or estate
taxes,  or taxes upon  rights of  succession  which may be levied  against  any,
estate or interest  of  Landlord,  even  though  such taxes shall  become a lien
against the Premises.

     b. Landlord  agrees that Tenant shall have the right, at Tenant's sole cost
and  expense,  to contest the legality or validity of any of the taxes which are
to be paid by Tenant pursuant to the foregoing  provisions,  and in the event of
any such  contest,  failure on the part of Tenant to pay any such tax,  prior to
the delinquency date thereof, shall not constitute a default hereunder.  Tenant,
upon  the  final  determination  of  such  contest,  shall  immediately  pay and
discharge  any  judgment  rendered   against  it,  together  with  all costs and
charges incidental  thereto.  If the Tenant files a protest of the real property
taxes which are to be paid by Tenant  pursuant to the foregoing  provisions  and
such  taxes  become  delinquent,  Tenant  shall  immediately  deposit  with  the
Landlord,  or with the court or governmental body hearing the protest, the taxes
assessed by the taxing  authority,  along with any interest and  penalties  then
due, as a condition to continuing  the protest.  Landlord  further agrees at the
request of Tenant,  to execute, or join in the execution  of any  instrument  or
documents  necessary in connection  with any such contest,  but at no expense to
Landlord.

     c. Landlord  agrees to either (i) forward to Tenant in a timely fashion the
periodic  statements for taxes  contemplated  in Section 9(a), or (ii) join with
Tenant in the  necessary  formalities  to insure that such  statements  are sent
directly to Tenant.  Failure of Landlord to provide  Tenant with the subject tax
bill within one hundred eighty (180) days after the delinquency date of any such
tax bill shall thereafter  relieve Tenant of any  responsibility  whatsoever for
the payment of any interest and penalties due on such taxes.

10.     MECHANICS' LIENS

a. Tenant  agrees to keep the  Premises  free from the claims of persons who, at
the  request of Tenant, furnish  labor or  material to or for the benefit of the
Premises. Tenant agrees to indemnify and hold harmless Landlord from and against
all loss, liabilities, suits and claims resulting from any and all such liens or
encumbrances.  Notwithstanding  anything  in this  Section to the  contrary,  if
Tenant in good faith contests the validity of any such lien or  encumbrance,  it
may post a bond to remove the lien from the Premises in lieu of  satisfying  any
such lien.  During  Tenant's  construction  or alteration  of any  improvements,
Landlord may post and keep posted on the Premises appropriate notices to protect
Landlord  against the claims of persons  who,  at the request of Tenant, furnish
labor or materials to or for the benefit of the Premises.

     b. Landlord  shall pay and discharge all bills duly presented for goods and
materials  delivered  and for all  services  performed  in  connection  with any
repairs or  improvements  to be  performed by Landlord on the  Premises.  In the
event  Landlord  fails to make any such  payment  and a claim of lien to  secure
payment therefor is filed against the Premises,  Landlord shall, within ten (10)
days from the date such claim is filed, (i) pay and discharge such lien, or (ii)
notify  Tenant that the claim upon which such lien is based has no validity  and
is being  contested in good faith, in which case Landlord may in lieu of payment
provide  for such  payment  with an escrow  holder in  Albuquerque,  New Mexico,
reasonably  satisfactory  to  Tenant.  In the  event  Landlord  fails to make or
provide for such payment,  Tenant may pay and  discharge  such lien and withhold
sums so paid, plus interest at twelve percent (12%) per annum  or at the maximum
legal interest rate,  whichever is less, from any monies,  including rental, due
to Landlord under this Lease.

11.     UTILITIES

     Tenant shall pay, prior to the delinquency,  all charges for utilities used
on the  Premises  during the term of this Lease.  During the term of this Lease,
Landlord shall, at Tenant's  request,  grant to any utility company so requiring
such easements and rights of way over the Shopping Center as may be required for
the maintenance of the restaurant.

12.     ASSIGNMENT; SUBLETTING

     a. Tenant  shall have the right to assign,  hypothecate,  or mortgage  this
Lease, or sublet the Premises or any portion thereof,  without the prior written
consent of Landlord, provided such assignment or sublease is:

          i. To any  corporation  with which  Tenant  may merge or  consolidate,
     which acquires all or substantially all of the shares of stock or assets of
     Tenant  or which is a  parent  or  subsidiary  of  Tenant,  or which is the
     successor corporation in the event of a corporate reorganization; or

          ii. To any person, entity,  partnership, or corporation which acquires
     a majority of Tenant's  restaurants,  or a majority of Tenant's restaurants
     in the state in which the Premises are located; or

          iii. To a franchisee of Tenant; or

          iv. To a nationally or regionally known or publicly traded  restaurant
     chain,  including,  but not limited to, Applebee's,  Denny's,  TGI Fridays,
     Coco's, Carrows, Perkins, Baker's Square, or Chili's.

     b. Any such  assignment or sublease  shall not relieve  Tenant of liability
under this Lease unless expressly approved in writing by Landlord.

     c. Except as provided above,  Tenant shall not assign,  let, or sublet this
Lease or the Premises or in any way transfer or hypothecate  any of its interest
in this Lease or the Premises  without first  obtaining  the written  consent of
Landord,  which  consent  will not be  unreasonably  withheld,  conditioned,  or
delayed.  Landlord's consent shall be conditioned on Landlord's  approval of the
economic   viability  of  the  proposed   assignee  or   sublessee,   Landlord's
determination that the proposed use of the Premises by the assignee or sublessee
is lawful and complies with the terms of this Lease,  and such other  conditions
as Landlord deems reasonably appropriate.

     d. Any assignment or subletting shall  be acknowledged by written agreement
executed by Landlord, Tenant and the assignee or sublettee.

13.     INDEMNITY AND INSURANCE

     a. During the Term of this Lease and any extensions thereof,  Tenant agrees
to  indemnify  and save  Landlord  harmless  from and against any and all claims
arising from any act or omission attributable to the negligence of Tenant or its
contractors,   licensees,  agents,  servants,  or  employees  arising  from  any
accident,  injury,  or  damage  whatsoever  caused  to any  person  or  property
occurring  in or on the  Premises,  or any part of it, and from and  against all
costs,  expenses,  and  liabilities  incurred in or in connection  with any such
claim or proceeding  brought  thereon  except that  Landlord  shall be liable to
Tenant and shall  indenmnify  and hold Tenant  harmless from and against any and
all claims  arising from any act or omission  attributable  to the negligence of
Landlord or it contractors, licensees agents, servants or employees arising from
any  accident,  injury or damage  whatsoever  caused to any  person or  property
occurring  in or on the  Premises,  or any part of it, and from and  against all
costs,  expenses,  and  liabilities  incurred in or in connection  with any such
claim or proceeding brought thereon.

     Tenant shall  maintain in full force during the Term of this Lease a policy
or policies of comprehensive  general liability  insurance,  including  property
damage,  covering  the Premises and its use and  occupation by Tenant,  insuring
against  liability  for  injuries to persons and  property  and for death of any
person or persons  occurring in or about the Premises.  The liability under such
insurance shall be not less than Five Million Dollars ($5,000,000.00) [including
any coverage  provided under an umbrella policy] for any one occurrence,  and in
the  aggregate.  Tenant agrees to name Landlord and  Landlord's  mortgagee as an
additional insured and shall furnish Landlord with a certificate of insurance.

     c. During the Term,  Tenant  shall,  at its own  expense,  maintain in full
force  a  policy  or  policies  of  full  standard  fire,   extended   coverage,
and vandalism  insurance under Tenant's  blanket  insurance  policy covering the
insurable  value of the Building.  Tenant agrees to name Landlord and Landlord's
mortgagee  as an  additional  insured  as their  interests  may appear and shall
furnish Landlord with a certificate of insurance.

     d. Tenant and  Landlord  each  hereby  waives any and all rights to recover
against  the  other,   or  against  the   officers,   employees,   agents,   and
representatives of the other, for loss of or damage to such waiving party or its
property or the property of others under its control,  where such loss or damage
is insured against under any insurance  policy in force at the time of such loss
or damage.  The foregoing waiver shall not be applicable should it result in the
loss of insurance available to restore or repair any loss to the Premises.  Each
party shall cause each insurance policy obtained by it hereunder to provide that
the insurance company waives all of its rights of recovery by way of subrogation
against either party in connection with any damage covered by such policy.

14.     DAMAGE OR DESTRUCTION

     a. If,  during  the  Term,  the  Building  shall be  partially  or  totally
destroyed  from a risk  covered  by  the  insurance  described  in  Section  13,
rendering  the Building  totally or partially  inaccessible  or  untenable,  the
Building shall be restored by Tenant to substantially  the same condition it was
in immediately  prior to the destruction,  except to the extent Tenant's current
plans for its  restaurant  differ,  and Tenant  shall  restore  the  Building in
accordance with the then current construction plans and specifications  provided
such does not materially diminish the value or usability of the Building.

     b.  Tenant  shall  utilize  the  insurance  proceeds  paid or to be paid to
physically  restore the Building.  Tenant agrees that the  restoration  shall be
performed in a prompt,  diligent,  and good and  workmanlike  manner.  Except as
otherwise  provided  below,  such  destruction  shall not terminate  this Lease.
Landlord  shall bear the cost of  restoration  which  exceeds  the amount of the
insurance proceeds, Tenant's deductible and any co-insurance provided by Tenant.
If the existing laws governing  building or zoning at the time of restoration do
not permit  restoration,  either party may  terminate this Lease  immediately by
giving  notice to the other  party  effective  as of the date of such  damage or
destruction.

     c. If, during the Term,  thirty  percent  (30%) or less of the  replacement
value of the Premises is totally or partially  destroyed from a risk not covered
by the insurance  described in Section 13, Tenant shall  physically  restore the
Premises to substantially  the same condition as it was in immediately  prior to
the destruction,  except to the extent Tenant's current plans for its restaurant
differ and Tenant shall restore the Building in accordance with the then current
construction plans and specifications provided such does not materially diminish
the value or usability of the  Building.  Such  destruction  shall not terminate
this Lease.  Landlord and Tenant shall bear the cost of  restoration  equally by
each  depositing  one-half  of the  portion  of the  restoration  costs  with an
independent  escrow holder located in Albuquerque,  New Mexico,  with said funds
held in trust.  Tenant shall be reimbursed  for  such  restoration  by a voucher
type system  administered  by the escrow  holder.  If the  existing  laws do not
permit the  restoration,  either party may terminate  this Lease  immediately by
giving notice to the other party.

     d. If the  cost of the  restoration  exceeds  thirty  percent  (30%) of the
replacement value of the Premises  destroyed by a risk not covered by insurance,
Tenant may elect to terminate the  Lease by  providing a (30) day written notice
to  Landlord  which  shall  be  effective  as of  the  date  of  the  damage  or
destruction;  provided,  however,  that if Landlord  elects to promptly  repair,
restore, or reconstruct the Premises to substantially its previous condition, at
Landlord's  sole cost and expense,  then this Lease shall not be  terminable  by
Tenant,  but rents  called for  hereunder  shall be abated  until such  repairs,
restoration,  or  reconstruction  is  completed.  Should  Tenant  elect  not  to
terminate this Lease,  then Tenant shall  physically  restore  the Premises  and
proceed in accordance  with Section 14.c.  with Landlord and Tenant  bearing the
cost of such restoration equally.

     e. In the event the Premises shall be partially or totally destroyed from a
risk covered or not covered by the insurance  described in Section 13 within the
last two (2)  years in the  original  Term of the  Lease or  during  any  option
period,  Tenant may, at its election,  by giving thirty (30) days written notice
following the partial or total destruction of the Premises,  terminate the Lease
effective as of the date of the damage or destruction.

     f. In the event the  Premises is damaged to the extent that it is no longer
reasonably  suitable for the normal  conduct of Tenant's  business as carried on
prior to said damage,  unless Tenant has the right under the terms of this Lease
to terminate the Lease as a result of the damage or destruction to the Premises,
Tenant shall continue to pay Landlord the Minimum  Monthly Rental due under this
Lease; provided, however, that, during the period of repair, the Minimum Monthly
Rental  shall be (i)  totally  abated if Tenant  must  close  down its  business
completely  at the  Premises,  or (ii)  equitably  reduced,  in the event Tenant
remain open for business the Premises,  in proportion to the  interference  with
Tenant's  normal conduct of business.  If Tenant has the right to terminate this
Lease as a result  of  damage  or  destruction  to the  Premises,  Tenant  shall
continue to pay Landlord the Minimum Monthly Rental due under this Lease through
the  effective  date of such  termination,  which  date shall be the date of the
damage or destruction.

     g. In the event that the  restoration  as provided under this Section 14 is
not capable of being completed  within a period of nine (9) months from the date
of damage or destruction,  then Tenant, at its option,  may terminate this Lease
upon the giving of ten (10) days written  notice to Landlord of its intention to
do so  effective  as of the date of such damage or  destruction,  provided  that
Tenant  releases to Landlord  any claim to  insurance  proceeds  provided for in
Section 13 herein.

15.     CONDEMNATION OF PREMISES

     a. Should any public or  quasi-public  authority or private  corporation or
individual  having  the  power  of  condemnation   ("Condemnor")   exercise  any
governmental power,  whether by legal proceedings or otherwise or by a voluntary
sale or transfer by Landlord to any Condemnor  under threat of  condemnation  or
other legal proceedings for condemnation  ("Condemnation")  against the Premises
during the Term,  the rights and  obligations of the parties shall be determined
pursuant to this Section 15. If the Premises is totally  taken by  Condemnation,
the Lease shall  terminate on the date the Condemnor has the right to possession
of the Premises ("Date of Taking").  Should a phased  condemnation occur, Tenant
may  terminate  at the point  Tenant's  business is  substantially  prevented or
impaired.

     b. Tenant  shall have the right to elect to  terminate  this Lease should a
Condemnor by Condemnation acquire any of the following:

          i.      Any portion of the Building;

          ii. In excess of ten percent  (1O%)  of the parking  spaces within the
     Premises;

          iii. Any part of the Shopping Center, provided the Premises is located
     within a Shopping Center, such as would result in a substantial  impairment
     of ingress or egress from or to the  Shopping  Center or the  Premises as a
     consequence;

          iv. In excess of twenty-five  percent (25%) of the gross leasable area
     of the Shopping Center other than the Premises; or

          v. Any taking of the  Premises,  Common  Area,  or  adjacent  streets,
     highways  or   properties   that  would   reasonably  be   anticipated   to
     substantially diminish Tenant's business or any taking as a result of which
     Tenant would not thereafter be in conformance with governmental ordinances.

     c. If Tenant elects to terminate this Lease, Tenant must exercise its right
to  terminate  pursuant to this  Section by  giving  notice to  Landlord  within
ninety (90) days after the nature and extent of the taking has been ascertained.
The effective date of the termination shall be the Date of Taking.

     d. If the  Lease is  terminated,  the  Minimum  Monthly  Rent and all other
obligations of Tenant shall be prorated to the Date of Taking and Landlord shall
pay to Tenant the Minimum Monthly Rent and any other payments made by Tenant for
any period beyond the Date of Taking.

     e. If any portion of the Premises is taken by  Condemnation  and this Lease
remains in full force and effect, then on the Date of Taking the following shall
occur:

          i. The Minimum Monthly Rent, Percentage Rent (and break point for such
     Rent) and other  obligations of Tenant  hereunder  shall be reduced for the
     remainder of the Term in the same proportion that the number of square feet
     of the Premises so taken bears to the original number of square feet in the
     Premises.

          ii.  Landlord  shall  promptly  restore  the  Premises  to a condition
     substantially similar to that which existed prior to the Condemnation.  The
     restoration  shall be subject to and shall be performed in accordance  with
     the provisions of Section 14.

          iii. Tenant shall be entitled to a reasonable  abatement or diminution
     of the Minimum  Monthly Rent and any other  monetary  obligation to be paid
     under this Lease  during  the time  required  by  Landlord  to restore  the
     Premises,  taking into  consideration  the time and extent of  interference
     with Tenant's business.

     f. All the  compensation,  sums or  anything  of Value  awarded,  paid,  or
received for Premises on a total or partial  Condemnation ("Award") shall belong
to and be paid to Landlord,  except that Tenant shall receive from the Award the
value of Tenant's  leasehold  interest in the Premises and the value of Tenant's
trade  fixtures to the extent  taken in the  Condemnation.  Tenant shall also be
entitled to  compensation  for the cost of removal of and relocation of Tenant's
furniture,  trade  fixtures and equipment  and Tenant's loss of goodwill.  It is
agreed, with respect to this Section, that the 'tenant' fixtures installed in or
at the Premises prior to the date of this Lease by the previous landlord are the
property  of  Landlord  and  Landlord  shall be  entitled to any Award made with
respect thereto.

     g. Should the Premises be subject to Condemnation for a period of less than
one (1) year, then this shall constitute a Temporary Condemnation,  during which
time all the  provisions  of this Lease  shall  remain in full force and effect,
except that all Rental  obligations and all other monetary  obligations shall be
abated  or  reduced  to the  extent to which the  Condemnation  interferes  with
Tenant's use of the Premises.  Landlord shall be entitled to damages against the
Condemnor  for  loss of Rent  hereunder and such other relief as provided by law
as a result of any such temporary Condemnation,  and Tenant shall be entitled to
damages against the Condemnor for the interruption of Tenant's business and such
other relief as provided by law as a result of any such temporary Condemnation.

     h. Each party waives the  provisions  of any law  allowing  either party to
petition a court to terminate this Lease in the event of a partial taking of the
Premises, except as otherwise provided herein.

16.     COVENANT OF TITLE AND QUIET ENJOYMENT

     Landlord  covenants  that  Landlord is well seized of and has good title to
the Premises,  does warrant and will defend  the title  thereto,  and, except as
otherwise  provided in this Lease,  will indemnify Tenant against any damage and
expense which Tenant may suffer by reason of any lien, encumbrance,  restriction
or defect in the title or description  herein of the Premises.  If, at any time,
Landlord's  title or right to receive rent hereunder is disputed,  or there is a
change of ownership of  Landlord's  estate by act of the parties or operation of
law, Tenant may deposit the rent accrued and accruing by interpleader in a court
of competent jurisdiction in Albuquerque,  New Mexico, until a determination has
been made by such court as to the party entitled  thereto.  So long as Tenant is
not in default under the terms of this Lease,  Tenant shall have quiet enjoyment
of the Premises during the entire term of the Lease and any extension thereof.

17.     (INTENTIONALLY OMITTED)

18.     COMMON AREAS AND APPURTENANT RIGHTS

     a. Tenant and its  employees  and invitees  shall have free and  unimpaired
access to the Premises and to the common area (as  hereinafter  defined)  within
the "Promenade  Shopping  Center" (the  "Shopping  Center") as permitted  by the
terms of the Easements  with  Covenants and  Restrictions  Affecting  Land dated
March 24, 1986,  and  recorded in the office of the County Clerk for  Bernalillo
County,  New Mexico,  in Book Misc.  334-A,  Page  507-528,  as amended by First
Amendment  to Easements  with  Covenants and  Restrictions  Affecting Land dated
June 11,  1986,  and  recorded in the office of the County  Clerk for Bernalillo
County, New Mexico, in Book MS. 363-A, Page 377380 (collectively, the "ECR").

     b. The term "Common Area" shall be deemed to mean all areas,  improvements,
space,  equipment and special  services in or at the Shopping Center provided by
Landlord  for the common or joint use and benefit of the tenants of the Shopping
Center,  their  officers,  employees,  agents,  servants,  customers  and  other
invitees,   including  without  limitation,  all  parking  areas,  parking  area
lighting,  service areas, access roads, sidewalks,  curbs, driveways,  entrances
and exits,  retaining walls, planting and landscaped areas, truck serviceways or
tunnels,  loading docks,  pedestrian  malls,  courts,  stairs,  ramps,  exterior
stairs,  comfort and first aid stations,  washrooms,  parcel  pick-up  stations,
maintenance buildings, and on-site and off-site signs identifying or advertising
the Shopping Center.

     c. To the extent  permitted by the ECR,  Landlord,  for itself,  its heirs,
assigns, axid legal representatives,  hereby grants to Tenant for the benefit of
Tenant,  its  employees, invitees,  customers,  subtenants,  licensees,  and the
employees,   customers  and  invitees  of  its  subtenants  and  licensees,   an
irrevocable  non-exclusive  license  during  the  Term  of this  Lease,  and any
extension  thereof,  for the use of the Common  Area for the parking of vehicles
and for the ingress and egress of both  pedestrians and vehicles to and from the
Premises,  and to and from the streets adjacent to the Shopping Center, and over
and  upon  the  parldng  areas  (collectively  referred  to as the  "Appurtenant
Rights").  Except as provided in Section 18.g, no rental other than that for the
Premises will be charged Tenant on account of the Common Area. No charge will be
made for the use of the  Common  Area by  persons  acting  under  this  grant of
license without Tenant's written consent

     d. Tenant,  at its cost,  shall have the right to specifically  enforce the
obligations of the  "Developer," or its successors or assigns,  under the ECR to
ensure  the  appropriate  maintenance  and  repair of the  Common  Areas and the
appropriate  maintenance of general  liability  insurance  with respect  thereto
should such party not be in compliance therewith.

     e. Tenant agrees to pay its proportionate  share of expenses  ("Common Area
Costs") as provided in the ECR.  Such expenses  shall be equitably  prorated for
the partial years  beginning  with the Rent  Commencement  Date  and ending with
termination of this Lease.  Tenant shall pay to such to Landlord or, if directed
by Landlord,  to the party charged under the terms of the ECR with  supervision,
maintenance and repair of the Common  Areas. Tenant shall be entitled to any and
all information available to Landlord under the terms of the ECR with respect to
the Common Area Costs, and shall be entitled,  as a licensee of the Common Area,
to such  rights as Landlord  may have under the ECR to audit and, if  reasonably
appropriate,  contest such Costs. Upon reasonable request from Landlord,  Tenant
shall  provide any  information  provided to it directly  from the party charged
under  the  terms of the ECR with  supervision,  maintenance  and  repair of the
Common Areas,  and shall join Landlord in any protest over, or  negotiation  of,
the Common Area Costs if requested by Landlord.

19.     SUBORDINATION AND NON-DISTURBANCE

     a. Tenant hereby agrees that this Lease shall be subject and subordinate to
the lien of any  mortgage  or deed of trust  which  Landlord  has already or may
place upon the Premises and to all terms, conditions, and provisions thereof, to
all  advances  made,  and  to  any  renewals,  extensions,   modifications,   or
replacements  thereof  Provided,   however,  that  Tenant  will  agree  to  such
subordination  only  so long as the lender executes a non-disturbance  agreement
in a form reasonably acceptable to Tenant providing that if the Lease is in full
force and effect,  there are no defaults  thereunder on the part of Tenant,  and
the Tenant does not prepay rent more than thirty (30) days in advance, the right
of possession of Tenant to the Premises and Tenant's  rights arising out of this
Lease  shall  not be  affected  or  disturbed  by  the  mortgagee,  trustee,  or
beneficiary  in the  exercise of any of its rights under the  mortgage,  deed of
trust  or the  note  secured  thereby,  nor  shall  Tenant  be  named as a party
defendant to any  foreclosure  of the lien of mortgage,  or deed of trust nor in
any other way be deprived of its rights under this Lease.  In the event that the
mortgagee,  beneficiary,  or any other  person,  acquires  title to the Premises
pursuant to the  exercise of any remedy  provided for in the mortgage or deed of
trust,  this Lease shall not be  terminated or affected by said  foreclosure  or
sale, or any such proceeding,  and the mortgagee or beneficiary shall agree that
any sale of the  Premises  pursuant to the  exercise of any rights and  remedies
under the mortgage,  deed of trust or  otherwise,  shall be made subject to this
Lease and the  rights of the  Tenant  hereunder. Tenant  agrees to attorn to the
mortgagee,  beneficiary or such other person as its new landlord,  and the Lease
shall  continue in full force and effect as a direct  Lease  between  Tenant and
mortgagee,  beneficiary or such other person, upon all the terms, covenants, and
agreements  set forth in this  Lease.  The  parties  hereto  agree to execute or
obtain execution of such reasonable  documents as may be necessary to effectuate
such subordination, non-disturbance, and attornment.

     b. In the event that  Landlord  has  already  placed a mortgage  or deed of
trust on the  Premises  prior  to the  commencement  of the term of this  Lease,
Landlord  shall obtain,  as an express  condition to the  effectiveness  of this
Lease, a Non-Disturbance  Agreement in a form acceptable to Tenant from any such
mortgagee or beneficiary, which agreement shall be executed substantially in the
form attached to this Lease as Exhibit "I" prior to the Commencement Date.

20.     WARRANTIES OF LANDLORD

     Landlord represents and warrants to and agrees with Tenant as conditions of
this Lease that during the term of this. Lease and any extensions hereof.

     a. The Shopping  Center is zoned for use as a restaurant,  and there are no
easements,  covenants,  conditions,  restrictions,  rights  of way of  record or
otherwise,  governmental rules, statutes,  ordinances,  policies or plans, which
would prohibit or materially interfere with the operation of a restaurant in the
Shopping Center; and

     b. Public  water,  telephone,  electric  power and natural gas services and
sewers  sufficient  to  handle  the  requirements  of a  self-sufficient  retail
restaurant  exist or are  available  at not less than five (5) feet  within  the
boundary lines of the Premises; and

     c. All taxes on the Premises,  except  current taxes not  delinquent,  have
been paid in full, prior to the commencement of the term of this Lease; and

     d.  Landlord  is  able  to  and  will  place  Tenant  in the  peaceful  and
undisturbed  possession  of the Premises on or before  commencement  of the Term
hereof, and

     e. Landlord is not in default under the terms and  provisions of any ground
lease, mortgage, or deed of trust placed upon or affecting the Premises; and

     f. To the  knowledge  of Landlord,  but having  undertaker  no  independent
inquiry, that no "Hazardous  Materials," which shall include, but not be limited
to, substances which are flammable,  explosive,  corrosive,  radioactive, toxic,
petroleum  and  petroleum  products  and any  substances  defined  as  hazardous
substances,  hazardous materials,  toxic substances,  or hazardous wastes in the
federal Comprehensive  Environmental  Response Compensation and Liability Act of
1980,  the  Federal  Hazardous   Materials   Transportation  Act,  the  Resource
Conservation  and Recovery  Act, all  amendments  to these laws and  regulations
adopted or  publications  promulgated  pursuant  to these  laws,  and shall also
include   those   asbestos-containing   materials   defined  and   described  in
Environmental  Protection  Agency  Report No.  56/5-85-024  (June,  1985) or any
related  or  successor  report,  or other  applicable  governmental  regulations
defining or describing such materials, are presently located in, on or under the
Premises including,  without  limitation,  the subsurface soils and groundwater,
have migrated to the Premises from another source,  have been  installed,  used,
generated,  manufactured, stored, released or disposed of on, under or about the
Premises by Landlord or any third person,  nor has Landlord  received any notice
or  communication  regarding  any alleged  Hazardous  Materials  on or about the
Premises  and that the  Premises is in  compliance  with all laws,,  ordinances,
rules and  regulations  relating  to any such  Hazardous  Materials.  Should any
Hazardous  Materials  for  which  Landlord  is  responsible  (as  determined  by
applicable  law) be  found on the  Premises  during  the  Term or any  extension
thereof,  Landlord  shall bear all costs for the removal and  remediation of the
Hazardous  Materials  and shall restore the Premises to  substantially  the same
condition as it was in immediately prior to the removal and remediation work.

     Landlord shall immediately notify Tenant in writing of (i) any enforcement,
clean-up,  removal  or  other  governmental  or  regulatory  action  instituted,
completed or threatened pursuant to any Hazardous Materials Laws; (ii) any claim
made or threatened by any person  against the Landlord or the Premises  relating
to damage,  contribution,  cost recovery compensation,  loss or injury resulting
from or claimed to result from any  Hazardous  Materials; and  (iii) any reports
made to any  environmental  agency  arising  out of or in  connection  with  any
Hazardous  Materials in or removed from the Premises  including any  complaints,
notices, warnings or asserted violations in connection therewith. Landlord shall
also supply to Tenant as promptly as  possibly,  and in no event later than five
(5) business days after Landlord  first receives or sends the same,  with copies
of all claims,  reports,  complaints,  notices,  warnings or asserted violations
relating in any way to the Premises.

     g. That as of the date of execution  of this Lease,  it has no knowledge of
any  proposed Condemnation of all or any part of the  Premises.  Should any or a
portion of the  Premises  be subject to a  Condemnation  action by a  Condemnor,
which occurs prior to the Commencement  Date of the Lease,  then Tenant shall be
under no obligation to commence or continue  performing under the Lease, and all
Rental and other  obligations  shall be abated  until such time that  Tenant can
determine that  the Premises shall not be affected by such Condemnation action.

     h. That as of the date of  execution of this Lease,  that the  contemplated
use of the Premises as a Marie Callender's restaurant will not conflict with the
covenants, conditions or restrictions contained in the ECR.

     i. Landlord agrees to indemnify,  defend, and hold Tenant harmless from and
against all claims,  demands,  losses, damages,  clean-up costs,  liabilities or
judgments imposed against Tenant, including all interest,  penalties,  fines and
other  sanctions,  any costs or  expenses  in  connection  therewith,  including
reasonable attorneys' fees and expenses arising out of or in connection with the
breach or  misrepresentation  of the  representations and warranties of Landlord
set forth  herein or the  failure by  Landlord  to perform  its  warranties  and
representations  set  forth  herein  and for  which  suit is  brought  or claims
asserted against Tenant.

21. RIGHT OF FIRST REFUSAL

     a. It is agreed that  should  Landlord,  or  Landlord's  heirs,  executors,
grantees,  successors  or assigns,  at any time during the Term of this Lease or
any extension  thereof,  receive an offer to purchase the Premises,  or any part
thereof,  and Landlord  desires to accept such offer;  or should Landlord during
any such time make an offer to sell the Premises, or any part thereof,  Landlord
shall give Tenant thirty (30) days notice in writing of such offer setting forth
the name and  address of the  proposed  purchaser,  the  amount of the  proposed
purchase  price,  and all other terms and  conditions of such offer,  and Tenant
shall have the first option to purchase the Premises which is the subject of the
offer by giving written  notice to Landlord of its intention to purchase  within
said  thirty (30) day period at the same price and on the same terms of any such
offer, it being  understood that in the event Tenant does not give notice of its
intention to exercise such option to purchase within such period, this Lease and
all of its terms and  conditions  shall  nevertheless  remain in full  force and
effect and Landlord and any  purchaser or  purchasers  of the Premises  shall be
bound thereby. In the event that the Premises set forth in the offer is not sold
for any reason,  Tenant shall have,  upon the same  conditions  and notice,  the
continuing  right of first  refusal to purchase  the Premises or any put thereof
upon the terms of any subsequent offer or offers to purchase.

     b. In the event the foregoing option is exercised, Landlord shall convey to
Tenant a merchantable title in fee simple the Premises including all Appurtenant
Rights thereto by good and sufficient  warranty deed,  with release of rights of
spouses, if any, and free from all liens and encumbrances whatsoever.

     c. In addition,  in the event of the  exercise of such  option,  all monies
shall be placed with an escrow agent of Tenant's  designation and the settlement
of the purchase price and the conveyance to Tenant shall take place in escrow.

     d. Within thirty (30) days of the date of exercise of such option, Landlord
will furnish to Tenant at Landlord's expense an ALTA title insurance policy from
a company  acceptable to Tenant, in its usual form, brought down to such date of
exercise,  guaranteeing  Tenant  against  loss or  damage  to the  extent of the
purchase price by reason of defects in or liens upon Landlord's  title,  subject
only to the usual exceptions contained in guaranty title policies of the issuing
company.  Settlement of the purchase price and conveyance to the Tenant shall be
made within ninety (90) days from such date of exercise. Taxes, utilities, rents
and other current expenses shall be adjusted as of the date of closing.

     e. In the event  there are any  conflicts  between  the terms of this Lease
concerning  the exercise of the  aforementioned  option  involving  the right of
first refusal,  and the terms contained in the offer which Tenant must accept if
Tenant  desires to  purchase  the  Premises,  then the terms of this Lease shall
control and supersede those contained in such offer.

22.     INSPECTION

     Landlord may enter upon the Premises at any reasonable time (i.e.,  nonpeak
business hours) and upon at least 48 hours prior  notification to Tenant for the
purpose of inspecting the Premises except in cases of emergency such as fire, in
which case  Landlord may enter the  Premises  upon  reasonable  notice given the
emergency. Landlord shall be permitted to place upon the Premises any usual "For
Lease" or "For Sale" signs  within one  hundred  and twenty  (120) days prior to
expiration  of the Lease;  provided,  that Tenant has  notified  Landlord of its
intent to terminate the Lease prior to such expiration date.

23.     WRITTEN CONSENT

     Whenever  the  "prior  written  consent"  of either  Landlord  or Tenant is
referred to in this Lease,  it is understood  and agreed that such consent shall
not be unreasonably  withheld or delayed by Landlord or Tenant, unless otherwise
expressly  stated.  In the event the  requested  prior  written  consent  is not
received by  the'requesting  party within @ (30) days (or such shorter specified
time frame) of receipt of said notice by the  nonrequesting  party, such consent
shall be deemed to have been given.

24. INVESTMENT TAX CREDIT

     Landlord expressly waives and relinquishes in favor of Tenant any rights to
claim the benefit of or to use any federal or state  investment tax credits that
are currently or may become  available during the Term of this Lease as a result
of any installation of any equipment,  furniture or fixtures installed by Tenant
in or on the  Premises,  whether or not such items  become a part of the realty,
and  agrees to execute  and  deliver to Tenant any  election  form  required  to
evidence Tenant's right to claim investment tax credits.

25. OPTION TO RENEW

As part of the  consideration  for the execution of this Lease,  Landlord hereby
grants  to  Tenant  options  to  extend  and  renew  this  Lease  for  three (3)
consecutive  five (5) year  terms  upon the same  terms  and  conditions  hereof
provided:

     (a) Tenant shall notify  Landlord of its intent to exercise any such option
not less than six (6) months but no more than twelve  (12)  months  prior to the
expiration date of the Lease or any renewal thereof, and

     (b)  Tenant  shall pay  Minimum  Monthly  Rent for its use of the  Premises
during the Option Term determined by the following formulae:

     The Minimum  Monthly  Rental to be paid by Tenant during the First Extended
Term of the Lease,  if  exercised  by Tenant,  shall be the same as the  Minimum
Monthly Rental charged during the Term of the Lease.  The Minimum Monthly Rental
to be paid by Tenant  during the Second  Extended  Term, if exercised by Tenant,
shall be at the then Fair Market Value of the Premises  considering the best use
of the Premises as a family style restaurant (the 'FMV Rental").

     Landlord  and Tenant  shall have  thirty  (30) days from the date  Landlord
receives  the option  notice  from Tenant  exercising  the option for the Second
Extended Term in which to agree to the FMV Rental  during  the  Second  Extended
Term.  If the  parties  are  unable to agree on the FMV  Rental  for the  Second
Extended  Term within  such  thirty  (30) day period,  then within ten (10) days
after the  expiration  of that  period,  each  party,  at its cost and by giving
notice to the other party,  shall appoint an MAI real estate  appraiser  with at
least five (5) years full-time  commercial  appraisal  experience in the area in
which the  Premises  is located to appraise  and set the FMV Rental.  If a party
does not  appoint an  appraiser  within ten (10) days after the other  party has
given notice of the name of its appraiser,  the single appraiser appointed shall
be the sole  appraiser and shall set the FMV Rental.  If the two (2)  appraisers
are  appointed  by the  parties  as stated in this  paragraph,  they  shall meet
promptly  and attempt to set the FMV Rental.  If they are unable to agree within
thirty  (30) days  after the second  appraiser  has been  appointed,  they shall
attempt to select a third (3rd) appraiser meeting the  qualifications  stated in
this  paragraph  within ten (10) days after the last day the two (2)  appraisers
are  given to set the FMV  Rental.  If they  are  unable  to agree on the  third
appraiser, either of the parties to this Lease, by giving ten  (10) days' notice
to the other party, can apply to the then president of the Albuquerque  Board of
Realtors or to a presiding judge of the Second  Judicial  District Court for the
County of Bernalillo for the selection of a third (3rd)  appraiser who meets the
qualifications stated in this paragraph. Each of the parties shall bear one-half
(1/2) of the cost of  appointing  the third  (3rd)  appraiser  and of paying the
third (3rd) appraiser's fee. The third (3rd) appraiser,  however selected, shall
be a person who has not previously acted in any capacity for either party.

     Within thirty (30) days. after the selection of a third (3rd) appraiser,  a
majority  of the  appraisers  shall set the FMV  Rental.  If a  majority  of the
appraisers  are unable to set the FMV Rental  within  the  stipulated  period of
time, the three (3)  appraisals  shall be added together and their total divided
by three (3); the resulting  quotient shall be the FMV Rental. If, however,  the
low appraisal  and/or the high  appraisal  are/is more than twenty percent (20%)
lower  and/or  higher  than the  middle  appraisal,  as the case may be, the low
appraisal  and/or  the  high  appraisal  shall be  disregarded.  If only one (1)
appraisal is disregarded,  the remaining two appraisals  shall be added together
and their  total  divided by two (2);  the  resulting  quotient shall be the FMV
Rental.  If both the low appraisal and high appraisal are  disregarded as stated
in this paragraph, the middle appraisal shall be the FMV Rental.

     After  the FMV  Rental  for the  Second  Extended  Term has been  set,  the
appraiser shall immediately notify Landlord and Tenant. If Tenant objects to the
FMV  Rental  that has been set,  Tenant  shall have the right to have this Lease
expire at the end of the Second Extended Term.  Tenant's  election to allow this
Lease to expire  after the end of the  Second  Extended  Term must be  exercised
within thirty (30) days after  receipt of notice from the  appraisers of the FMV
Rental for the Second  Extended  Term.  If Tenant does not exercise its election
within such thirty (30) day period,  the term of this Lease shall be extended as
provided for in this paragraph.

     The Minimum  Monthly  Rental for the Third  Extended  Term, if exercised by
Tenant,  will be  calculated  in the same  manner as the Second  Extended  Term,
including  Tenant's  election  to allow  the  Lease to  expire at the end of the
Second Extended Term if Tenant objects to the FMV Rental that has been set.

26.     TENANT'S DEFAULT; LANDLORD'S REMEDIES

     The  occurrence  of any of the  following  shall  constitute  a default  by
Tenant:

     a. Failure to pay rent when due if the failure  continues for ten (10) days
after written notice has been received by Tenant;

     b.  Failure to perform any other  provision of this Lease if the failure to
perform  is not cured  within  thirty  (30) days after  written  notice has been
received by Tenant. If the default cannot reasonably be cured within thirty (30)
days,  Tenant shall not be in default of this Lease if Tenant  commences to cure
the default within said thirty (30) day period and thereafter  diligently and in
good faith continues to cure the default.

     The  purpose of the notice  requirements  set forth in  Sections  a. and b.
above is to extend the notice  requirements of the unlawful detainer statutes of
the State of New Mexico or statutes of similar import.

     c. In the event of any such  default  by  Tenant,  Landlord  may pursue any
remedy at law or in equity available to it for Tenant's default.

     d. If Rent due  hereunder is not received by the Landlord  within seven (7)
days of the due date  therefor,  then,  in  addition  to any other  charges  due
hereunder,  the  Landlord  shall be  entitled  to collect  from the  Tenant,  in
addition to such rent and without  demand to the Tenant,  a late charge equal to
five percent (5.00%) of the Rent past due.

     e. If a check tendered by the Tenant is returned due to insufficient  funds
or closed  account the Landlord  shall also be allowed to collect from Tenant in
addition to the rent and late  charge,  if any,  due, a charge equal to $100 for
its handling the returned  check plus the charge  assessed to it by its bank for
return of such check.

27.     LANDLORDS'S DEFAULT; TENANT'S REMEDIES

     a.  Landlord  shall be in  default  of this Lease if it fails or refuses to
perform  any  provision  of this  Lease that it is  obligated  to perform if the
failure to  perform is not cured  within  thirty  (30) days after  notice of the
default has been given by Tenant to Landlord.  If the default cannot  reasonably
be cured within (30) days,  Landlord  shall  not be in default of  this Lease if
Landlord  commences  to cure the  default  within the thirty (30) day period and
diligently and in good faith continues to cure the default.

     b.  Tenant,  at any time after  Landlord  commits a  default,  may cure the
default  at  Landlord's  cost.  If Tenant at any time,  by reason of  Landlord's
default,  pays any sum or does any act that requires the payment of any sum, the
sum paid by Tenant shall be due immediately  from Landlord to Tenant at the time
the sum is paid,  and,  if paid at a later  date,  shall  bear  interest  at the
maximwn rate  permitted by law to charge from the date the sum is paid by Tenant
until Tenant is reimbursed by Landlord. If Landlord fails to reimburse Tenant as
required by this paragraph,  Tenant shall have the right to sue Landlord for the
amounts  advanced by Tenant for Landlord,  plus interest as provided for herein,
plus its reasonable  attorney's fees and costs incurred in such action  provided
that it prevails in such action.  Tenant  shall not have right to withhold  from
future Rent due the sum Tenant has paid provided  Landlord is paying the Rent to
a bona fide holder of a mortgage encumbering the Premises.

28. BROKERAGE COMMISSIONS

     Landlord and Tenant each  warrants and  represents  to the other that there
are no  brokers'  or finders'  fees or any real  estate  commissions  due to any
broker,  agent or other party in connection with the negotiation or execution of
this Lease, or on behalf of either of them. Each party shall indemnify the other
with respect to compensation,  commissions, fees or other sums claimed to be due
or owing with  respect to the  representations  made by Landlord  or Tenant,  as
applicable.

29. MORTGAGING OF LEASEHOLD ESTATE

     In the event that Tenant shall pledge its leasehold  estate as security for
an indebtedness in any form whatsoever (this pledge hereinafter referred to as a
"mortgage"),  and if the holder of the  indebtedness  secured  by the  leasehold
estate  (hereinafter  "Mortgagee")  notifies  Landlord of the  execution of such
mortgage  and the name and place and  method for  service  of notices  upon such
Mortgagee,  then and in such event,  Landlord  hereby  agrees for the benefit of
Tenant and such Mortgagee as follows:

     a.  That  Landlord  will  give to any such  Mortgagee  simultaneously  with
service  on  Tenant a  duplicate  of any and all  notices  or  demands  given by
Landlord to Tenant and no such notice to Tenant shall be effective unless a copy
is so served upon the Mortgagee.

     b. In the event of any default by Tenant  hereunder,  or under the terms of
the mortgage,  such  Mortgagee  shall have the  privilege of  performing  any of
Tenant's  covenants  or of curing any  defaults by Tenant or of  exercising  any
election,  option or privilege  conferred upon Tenant by the terms of this Lease
and Landlord shall accept performance by or at the instance of such Mortgagee as
if the same had been made by Tenant.

     c. Landlord shall not terminate this Lease or Tenant's  right to possession
for any  default  of Tenant  if,  within a period of thirty  (30) days after the
expiration  of the period of time within  which  Tenant  might cure such default
such  default is cured or caused to be cured by such  Mortgagee,  or if within a
period of thirty  (30) days after the  expiration  of the period of time  within
which  Tenant  might  commence  to  eliminate  the cause of such  default,  such
Mortgagee  commences  to  eliminate the cause of such  default and  proceeds
therewith diligently and with reasonable dispatch.

     d. No union of the  interests of Landlord and Tenant herein shall result in
a merger of this Lease in the fee interest.

     e. No  liability  for the  payment of Rental or the  performance  of any of
Tenant's  covenants and agreements  hereunder shall attach to or be imposed upon
any Mortgagee, while not in possession of the Premises, all such liability being
hereby expressly  waived by Landlord.

     f. The execution and delivery of a leasehold  mortgage or deed of trust and
a conditional assignment of this Lease as collateral security therefor shall not
be deemed a lease assignment for any other purpose.

     g. In the event of any termination of this Lease prior to the expiration of
the Term, except by eminent domain,  Landlord shall serve upon the Mortgagee, in
the manner provided in Section 29.a, written notice of the termination  together
with a statement  of any and all sums which would at that time be due under this
Lease but for such  termination,  and of all other defaults,  if any, under this
Lease then known to Landlord.  The Mortgagee shall then have an option to obtain
a new lease upon the same terms and  conditions  set forth in this  Lease.  This
option must be exercised by written notice to Landlord  given within  forty-five
(45)  days  from the date the  Mortgagee  receives  the  Landlord's  notice  and
statement.  The new lease shall  require the  Mortgagee  to cure all defaults of
Tenant under this Lease which are  reasonably  susceptible of being cured by the
Mortgagee,  and any default of Tenant  which is not  reasonably  susceptible  of
being cured by the Mortgagee shall be waived by Landlord.

30. OWNERSHIP OF IMPROVEMENTS,  SIGNS,  FIXTURES,  OR EQUIPMENT OF TENANT OR ANY
SUBLESSEE

     All  removable  improvements  placed upon or  attached  to the  Premises by
Tenant,  trade fixtures attached to the Premises by Tenant,  equipment installed
on or at the  Premises by Tenant,  and signs  affixed to the Premises by Tenant,
shall be the property of and belong solely to Tenant no matter how affixed to be
used, altered, and disposed of as Tenant so wishes. All real estate fixtures and
improvements attached or made to the Premises by Tenant shall, at the end of the
Term of this Lease, or upon earlier  termination as provided herein,  become the
property of Landlord.  Tenant or any  sublessee is hereby given the right at any
time during the Term of this Lease or any extension  thereof and for a period of
thirty (30) days after the termination of this Lease, or any extension  thereof,
by lapse of time or  otherwise  to enter upon and remove from the  Premises  any
such improvements, signs, fixtures, or equipment of Tenant or any sublessee, but
shall  not  be  obligated  to do so,  provided  such  party  complies  with  the
obligations  of  restoration  in Section 6. If Tenant or any sublessee  fails to
remove  the  improvements,  signs,  fixtures,  or  equipment  of  Tenant  or any
sublessee  within  thirty  (30)  days  after  termination  of  the  Lease,  such
improvements,  signs,  fixtures,  or equipment shall be deemed abandoned and the
right, title and interest of the Tenant or an sublessee therein waived.

31.     MISCELLANEOUS

     a.      Binding on Successors

     The  provisions  of this Lease shall be binding upon and shall inure to the
benefit of the heirs,  successors,  assigns,  and legal  representatives  of the
parties hereto.

     b.      Captions

     The captions and headings herein are for convenience and reference only and
in no way  define  or limit  the scope or  content  of this  Lease or in any way
affect its provisions.

     c.      Gender

     Whenever the sense of this Lease so  requires,  the use of (1) the singular
number shall be deemed to include the plural,  (2) the masculine gender shall be
deemed to include the feminine or neuter gender, and (3) the neuter gender shall
be deemed to include the masculine or feminine gender.

     d.      Qualification

     Each party  represents that it is authorized to do business in the state in
which the Premises are located and will remain so during the Term hereof, and in
all respects is duly authorized to enter into and perform this Lease.

     e.      Entire Agreement

     This Lease  embodies the entire  agreement  and  understanding  between the
parties and supersedes  all prior  negotiations,  agreements  and  understanding
between them, oral or written,  and any provision of this Lease may be modified,
waived or discharged  only by an  instrunent  in writing  signed by both parties
hereto.

     f       Time of Essence

     Time is of the essence in this Lease.

     g.      Notices

     All notices  required or permitted under this Lease shall be in writing and
shall be served on the parties at their  respective  addresses stated below. Any
notice shall be either (a) sent by certified mail, return receipt requested,  in
which  case  notice  shall be deemed  delivered  three (3)  business  days after
deposit,  postage  prepaid  in the  U.S.  mail,  or  (b)  sent  by a  nationally
recognized overnight courier, in which case notice shall be deemed delivered one
(1) business day after deposit with the courier. The addresses of the parties as
set forth below may be changed by written  notice to the other party;  provided,
however,  that no notice of a change of address shall be effective  until actual
receipt of the notice. The notice addresses for the parties are:


IF TO LANDLORD:                    Hereford Company LLC
                                   Care of John Black
                                   Westwood Realty
                                   2600 American Road SE
                                   Rio Rancho, New Mexico 87124

Taxpayer Identification Number:

IF TO TENANT:                      Marie Callender Pie Shops, Inc.
                                   ATTN:   Vice President, Real Estate
                                   1100 Town and Country, Suite 1300
                                   Orange, California 92668

     h.      Force Majeure

     In the event that either  party  hereto  shall be delayed or hindered in or
prevented  from the  performance  of any act  required  hereunder  by  reason of
strikes, lock-outs, labor troubles,  inability to procure materials,  failure of
power, restrictive governmental laws or regulations,  riots, insurrection,  was,
military or usurped power, sabotage,  terrorism,  unusually severe weather, acts
of God,  fire or  other  casualty  or  other  reason  (but  excluding  financial
inability) of a like nature beyond the  reasonable  control of the party delayed
in performing  work or doing acts required  under the terms of this Lease,  then
performance  of such act shall be excused  for the period of the delay,  and the
period  for the  performance  of any such act  shall  be  extended  for a period
equivalent to the period of the delay.

     i.      Legal Expenses

     In the event of the bringing of any action by either  party hereto  against
the other hereon or hereunder,  or by reason of the breach of any term, covenant
or condition on the part of the other party,  or arising out of this Lease,  the
party in whose favor final  judgment  shall be entered shall be entitled to have
and  recover  from the other party costs and  reasonable  attorneys'  fees to be
fixed by the court which shall have rendered such judgment.

     j.   Waiver

     The waiver by either  party  hereto of any term,  covenant or  condition of
this Lease to be  performed  by the other  shall not be deemed to be a waiver of
any subsequent breach thereof.

     k.      Holding Over

     In the event  Tenant  shall  continue  to  occupy  the  Premises  after the
expiration of the Term hereof, such holding over shall be deemed to have created
a tenancy at sufferance subject to all the terms and conditions of this Lease.

     1.      Applicable Law

     The invalidity or unenforceability of any provision of this Lease shall not
affect or impair any other provision.  If any provision of this Lease is capable
of two  constructions,  one of which would render the provision  invalid and the
other of which would make the provision valid, then the provision shall have the
meaning which  renders it valid.  The laws of the State in which the Premises is
located shall govern the validity,  performance,  and enforcement of this Lease.
The submission of this document for examination  does not constitute an offer to
lease and becomes effective only upon execution and delivery thereof by Landlord
and Tenant.

     m.      Memorandum of Lease

     Landlord  and Tenant  agree to execute a  Memorandum  of this Lease for the
purpose of  recording  in the form  attached  hereto as Exhibit  "F" and by this
reference  incorporated herein. Such Memorandum shall include but not be limited
to Term, option periods, use restrictions,  all rights that Tenant may have over
any property  owned or controlled by Landlord  (e.g.,  common area rights),  and
Tenant's right of first refusal to purchase.

     n.      Estoppel Certificate

     Landlord and Tenant shall at any time and without  charge or expense to the
other party upon not less than fifteen (15) days prior  written  notice from the
requesting party or mortgagee,  execute, acknowledge, and deliver a statement in
writing (i)  certifying  that this Lease,  is  unmodified  and in full force and
effect (or, if modified,  stating the nature of such modification and certifying
that this Lease,  as so  modified,  is in full force and effect) and the date to
which the  Rental  and  other  charges  are paid in  advance,  if any,  and (ii)
acknowledging that there are not any uncured defaults of which the acknowledging
party has knowledge,  or specifying  such defaults if any are claimed.  Any such
statement may be conclusively relied upon by any prospective assignee, sublessee
or encumbrancer of the Premises.


IN WITNESS WHEREOF, the parties have executed,  or if a corporation,  caused its
duly  authorized  officers  to  execute  this Lease as of the day and year first
above written.

LANDLORD:                                    TENANT:

HEREFORD COMPANY LLC,                        MARIE CALLENDER PIE SHOPS, INC.
A New Mexico limited liability company,      a California corporation


                                             By:
                                                  ----------------
                                             Its: VP, CFO

By: John Black
    -----------
    John Black,
    Manager