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                                     [LETTERHEAD]

May 31, 1995

Mr. Keith Keogh
1166 Crescent Bay Boulevard
Clermont, Florida  34711

Dear Keith:

As we discussed, this letter will set forth the terms of your employment as an
officer of California Culinary Academy, Inc. ("CCA").

1)  You will be a corporate officer with the title of Executive Vice President
    and Chief Operating Officer.  You will be a key member of senior management
    and will help formulate and execute corporate policies and overall
    strategic direction for CCA.  Your duties will also include:  (1) overall
    supervision and management of the faculty including all full-time and
    adjunct chef and related subject instructors; (2) developing and revising
    educational curricula in conjunction with the action team assigned to the
    task; (3) educational matters, including assisting in developing continuing
    education and consumer education and professional courses; (4) overall
    management and profit center responsibility for all of CCA's restaurant and
    food and beverage operations; (5) purchasing of all food, beverages and
    smallwares; 6) as time permits, you may teach at the CCA; 7) active
    assistance in the CCA's retail and product licensing program as requested,
    including giving and organizing chef demonstrations, meeting with
    manufacturers, distributors and retailers and having the faculty assist in
    product evaluations and selections; 8) active participation in the CCA's
    media and publishing program as requested, including organizing the faculty
    to work with you to create books, tapes and CD-ROM's to be commercially
    published in both the text book and trade markets; 9) actively assisting in
    developing new businesses such as commercial catering and baking; 10)
    assisting, as appropriate, in alumni events, recruiting new students, and
    retention of existing students; 11) actively assisting with industry
    organizations including ACF matters, such as being approved for
    certification programs including the Certified Master Chef examination. 
    You will also undertake other duties that may be assigned to you from time
    to time by the President and the Board of Directors of CCA.

2)  You will report directly to the President and Chief Executive Officer who
    will be responsible for your performance and compensation reviews.

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Mr. Keith Keogh
May 31, 1995
Page Two

3)  You agree, as reasonably requested, and as part of your duties, to act as a
    spokesperson for the CCA, including making live personal appearances and
    performances for video taping, photography for books, television, video,
    CD-ROM programs and all other media and derivative products.  As part of
    your duties, your name, likeness, image, biography, quotes and narrative
    statements attributed to (and reasonably approved by) you may be used in
    books, tapes, CD-ROM, TV and video programs and ancillary and derivative
    products.  Also, CCA and its authorized agents can use, reproduce, print,
    publish and broadcast your picture, likeness, voice, signature and
    biographical material for sale, promotion, advertising and trade purposes
    in connection with, and in endorsement for, books, television and video
    programs, CD-ROM and all other media, including ancillary and derivative
    products.  Those rights can be exercised by CCA for the entire period of
    the copyright of any product utilizing such rights, regardless of your
    employment status with CCA.

4)  Your employment will commence on the date you select, but no later than
    June 30, 1995.  Your office will be in the corporate headquarters of CCA in
    San Francisco.  While you are employed by CCA, you agree to devote your
    full productive time, energies and abilities to its affairs.  Your
    employment is "at will" and thus is for no definite term.  Employment may
    be terminated either by CCA or by you at any time, with or without cause. 
    However if your termination is without cause, you will receive three months
    base salary and medical insurance benefits as severance pay.  Grounds for
    termination "for cause" include but are not limited to one of the
    following:  a willful material breach of duty, habitual neglect of duty, or
    action or inaction which places CCA in circumstances of financial peril. 
    Notwithstanding the above, if CCA is sold or if neither the present
    Chairman or President are in those positions at CCA and you are terminated
    without cause, then you will receive two years of base salary plus
    continuing medical insurance benefits as severance pay.

5)  For all of the services to be rendered by you and all the rights granted to
    CCA by you, your base salary will be $160,000 per annum, paid biweekly as
    are salaries of other employees of CCA.  Within ten days of your commencing
    full time employment, the Board of Directors will grant you stock options
    under the CCA's stock option plan to purchase shares at their fair market
    value on the date of grant.  The options will be for 60,000 (sixty
    thousand) shares of stock.

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Mr. Keith Keogh
May 31, 1995
Page Three

    Vesting will be 30,000 (thirty thousand) on the grant date and 30,000
    (thirty thousand) one year from the grant date (assuming you are still
    employed by the CCA).  The options will expire five years from the date of
    grant.

    You will have the opportunity to receive additional options on the
    following basis:  on June 19, 1996 and on June 19, 1997 the total Stock
    Market Value of the Company will be calculated.  Stock Market Value is the
    number of CCA common shares issued and outstanding times the reported
    market value of the common stock on NASDAQ as of the market close on that
    day (or if that day is a holiday or weekend the value of the last previous
    day the market was open).  That Stock Market Value shall be subtracted from
    the Stock Market Value on the same day the previous year.  If the Stock
    Market Value for the current year is higher, you will receive additional
    stock options, at the then current fair market value, expiring in five
    years and vesting fifty percent on date of grant and fifty percent one year
    later.  The number of options will be calculated by multiplying the
    percentage difference between the Stock Market Values, times 60,000.  (In
    other words, if the Stock Market Value were 100% higher, you would receive
    options to purchase 60,000 shares of stock.)

6)  You and your wife and dependent children will be eligible, subject to any
    qualifications required under CCA's insurance plans, to be covered under
    the employee health insurance plan and group life insurance plan of CCA. 
    Terms and conditions of your participation will be the same as those for
    other management employees. Under its current policy CCA will pay all of
    the premiums.  Provided you qualify for coverage as a non-smoker in
    excellent health, the CCA will pay the entire premium on a $400,000 term
    life policy where you designate the beneficiary.  You can pay for
    additional coverage if you wish.  You will be eligible for four weeks
    vacation per annum, under the terms and conditions of CCA's vacation
    policies.  The Company will also pay for your monthly parking at the Opera
    Plaza Garage.

7)  In addition, subject to policies established from time to time and approved
    by the President or Chairman of the Board, you will be reimbursed for 
    pre-approved out of pocket expenses such as travel and entertainment,
    participation in educational events, and professional seminars.

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Mr. Keith Keogh
May 31, 1995
Page Four

8)  The CCA will assist you and your family in the following ways in relocating
    to the San Francisco Bay Area, which they will do within six months of
    commencement of your employment:  1) CCA will pay for one round trip,
    economy class tickets for your wife and two daughters, plus $1,000.00 to
    help cover other expenses to visit the Bay Area, plus one way economy class
    tickets when they relocate; 2) CCA will pay for three round trip,
    economy class tickets for you to visit Florida during the first seven
    months of employment; 3) CCA will pay your out of pocket expenses (up to a
    maximum of $15,000) to pack, move and unpack your household effects to move
    them to San Francisco from Florida.

9)  The above and all other benefits will be administered as described in the
    Personnel Policy Manual which you have received.

10) You can participate as Captain or Manager of the U.S. Culinary Olympic Team
    during the rest of 1995 and during 1996, (and thereafter on terms approved
    by the Board of Directors).  Training is done once a month from late Friday
    through noon Monday.  CCA (without having any obligation to contribute
    money) will work with you to attempt to facilitate the relocation of the
    Culinary Olympics headquarters to the San Francisco Bay Area.  The CCA will
    make its facilities available to the Team on a reasonable basis.  You can
    also participate in the Cook's World Tour event organized by WACF from July
    9-19, 1996.

11) In the course of your employment you will have access to records and data
    pertaining to CCA.  Such information is considered confidential and
    proprietary.  Therefore, during your employment and thereafter, you will
    not disclose any such information to any third party except as required in
    the course of your employment with CCA.

12) This letter contains our entire agreement and supersedes all prior oral and
    written agreements, understandings and commitments.  No amendments to this
    agreement may be made except in writing sign by both parties.

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Mr. Keith Keogh
May 31, 1995
Page Five

13) Formation, construction and performance of this agreement shall be
    construed in accordance with the laws of the State of California.

If this letter is agreeable to you, would you please sign the enclosed copy and
return it to me.

I and the others at our company are confident that you will make a substantial
and meaningful contribution to CCA.  We all look forward to working with you.


Sincerely,

CALIFORNIA CULINARY ACADEMY, INC.


By: /s/ Alexander M. Hehmeyer
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    Alexander M. Hehmeyer
    President and Chief Executive Officer


AGREED:


    /s/ Keith Keogh                              Date:  June 7, 1995
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    Keith Keogh