<PAGE>



                                    EXHIBIT 10.31

                              EIGHTH AMENDMENT TO LEASE

    This instrument (the "Amendment") is dated as of May 1, 1997 and is
effective as of that date.

                                       RECITALS


     A.   By a lease dated July 31, 1984 (the "Original Lease"), 625 Polk 
Investment Company, a California limited partnership ("Landlord"), leased to 
the predecessor in interest of California Culinary Academy, Inc., a 
California corporation ("Tenant") certain premises (the "Premises") located 
in the building whose address is 625 Polk Street, San Francisco, California.

     B.   The Original Lease has previously been amended seven times by that 
certain Amendment to Lease dated June 2, 1987, Second Amendment to Lease 
dated December 29, 1989, Third Amendment to Lease dated December 19, 1990, 
Fourth Amendment to Lease dated April 13, 1992, Fifth Amendment to Lease 
dated November 17, 1992, Sixth Amendment to Lease dated May 11, 1993 and 
Seventh Amendment to Lease dated May 14, 1997. The Original Lease was also 
modified by that certain letter agreement dated December 19, 1990. The 
Original Lease and all amendments and modifications are collectively referred 
to as the "Lease".

     C.   Since commencement of the Original Lease, the portions of the 
Building included within the Premises has increased. On some occasions when 
the Premises has been expanded, Tenant has performed alterations that were 
required by its new uses for the added space, including the performance of 
work required by local building code requirements. In executing this 
Amendment, Landlord and Tenant anticipate further expansion by Tenant in the 
Building and that Tenant will assume more control over the operation and 
management of the Building. Among other purposes, this Amendment is intended 
to reflect an appropriate allocation of certain rights and obligations based 
on Tenant's expanded occupancy in the Building.

     D.   The parties now wish to amend the Lease so as to redefine the 
Premises, extend the term, modify the rental obligations of Tenant and amend 
various other provisions of the Lease.

     NOW THEREFORE, the parties hereto in consideration of the mutual 
covenants set forth herein and intending to be legally bound hereby agree as 
follows:

     1.1  DEFINITIONS. Unless otherwise specified in this Amendment, the 
terms as used herein have the meanings given them by the Lease. In the event 
of any conflict or inconsistency between the provisions of this Amendment and 
provisions of the balance of the Lease, the provisions of this Amendment 
control. However, in the event any term or condition is held invalid or 
unenforceable, the remainder of this Amendment and the Lease will not be 
affected thereby, and each of the other terms and conditions of this 
Amendment and the Lease will be valid and enforceable.

     1.2  PREMISES. Effective as of the date of this Amendment, the Premises 
includes space located in the Basement and on the Ground Floor, Mezzanine, 
Second Floor, Third Floor and Fourth Floor of the Building all as shown on 
Exhibit A attached hereto and by this reference incorporated herein. Landlord 
and Tenant agree and stipulate that the Premises are deemed to contain 66,992 
rentable square feet and that the total rentable square footage of the 
Building, including the Premises, is 78,116. Tenant's

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Proportionate Share is 85.76%. All portions of the Premises as depicted on 
Exhibit A are leased by Landlord to Tenant for the entire Term, as extended 
by this Amendment including any options hereunder that are exercised by 
Tenant.

     1.3  RIGHT OF FIRST REFUSAL.

          (a)  If, at any time during the Term including any extensions 
thereof, the fifth floor of the Building (containing 7,200 rentable square 
feet) ("Expansion Space "A") or the south side of the fourth floor of the 
Building (that portion containing 3,924 rentable square feet not already part 
of the Premises) ("Expansion Space "B") becomes available for lease, then 
Landlord must offer Tenant in writing the opportunity to lease the space 
prior to making any other efforts to lease the space to any other party, 
including any other tenants of the Building. The locations of Expansion Space 
A and Expansion Space B are shown on Exhibit A. Landlord represents and 
warrants that as of the date of this Amendment, Expansion Space A and 
Expansion Space B are each leased under a single lease agreement. When a 
space becomes available, Landlord must notify Tenant which space is available 
and the date on which Landlord is able to deliver possession to Tenant. 
Tenant has thirty days after receipt of Landlord's notice to accept or reject 
the available space by written notice to Landlord. If Tenant accepts the 
additional space, then on the date Landlord delivers the space to Tenant it 
will be deemed part of the Premises leased under this Lease in its "as is" 
condition, subject to all the terms and conditions of this Lease, including 
that "Base Rent", as defined in Section 1.7, will be increased by an amount 
equal to the number of rentable square feet in the expansion space multiplied 
by the applicable rate per square foot then applicable under Section 1.7 of 
this Amendment and Tenant's Proportionate Share will increase accordingly. If 
Tenant fails to timely exercise its right to lease expansion space under this 
Section 1.3(a), then for a period of one year (the "Window Period"), Landlord 
has the right to lease the expansion space that Tenant did not accept to any 
third party on economic terms and conditions that are less favorable than 
those applicable under this Lease. If, after the expiration of the Window 
Period, the space has not been leased, then Landlord must offer the space to 
Tenant again under this Section 1.3(a). Without limitation on the foregoing, 
Landlord agrees that it will not execute a new lease with any existing tenant 
in the Building or amend the lease of an existing tenant to extend its term 
without first offering the existing tenant's space to Tenant under this 
section upon the expiration of the existing tenant's lease agreement.

          (b)  If, at any time during the Term including any extensions 
thereof, Landlord makes or receives an offer to lease Expansion Space A or 
Expansion Space B on economic terms and conditions that are more favorable 
than those that apply under this Lease, or if, at any time during the Term, 
including any extensions thereof, outside of a Window Period, Landlord makes 
or receives an offer to lease Expansion Space A or Expansion Space B 
regardless of the economic terms and conditions, then in either such event 
Landlord must give Tenant a copy of the offer and Tenant has the right, by 
written notice to Landlord within 30 days after Tenant's receipt of the 
offer, to lease the space on the same terms and conditions as set forth in 
the offer, provided that any terms of the offer that are impractical or 
impossible for Tenant to perform will be modified to permit performance by 
Tenant, if reasonably possible, or otherwise be deemed waived. Any additional 
space leased by Tenant under this Section 1.3(b) will be added to the 
Premises leased under this Lease as of the date Landlord delivers possession 
of the space to Tenant. Tenant's lease of any additional space pursuant to 
this Section 1.3(b) will be on all the terms and conditions set forth in this 
Lease except for those terms set forth in the offer and not waived under the 
terms of this section.

          (c)  If Tenant leases additional space in the Building under either 
Section 1.3(a) or Section 1.3(b), then Landlord shall prepare an amendment  
that correctly sets forth the addition of the new space to the Premises, the 
adjustment to Tenant's rental obligations and all other terms and conditions 
as appropriate in accordance with the provisions of Section 1.3(a) or Section 
1.3(b) as applicable. Landlord and Tenant each agree to promptly execute such 
an amendment prepared by Landlord. If there is a dispute regarding the 
drafting of the amendment that Landlord prepares and the parties do not agree 
upon language for the amendment within sixty days of Landlord's submission of 
its

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initial draft, then either party can submit the dispute to arbitration under 
the provisions of Article 17, provided that the failure of either party to 
promptly execute an amendment will not limit or impair the rights and 
obligations of the parties with respect to additional space leased by Tenant 
under Section 1.3(a) or Section 1.3(b).

     1.4  LANDLORD'S RESERVED RIGHTS. Section 1.3 of the Lease is hereby 
amended by the addition of the following provision at the end thereof:

               "Notwithstanding anything to the contrary in the
          Lease, from June 1, 1997 through the expiration of the
          Term, as extended, Landlord may not make any
          alterations, improvements, additions or changes
          (collectively "Alterations") to the Premises or the
          Building without Tenant's consent unless Landlord is
          obligated to perform the Alterations under the terms of
          this Lease or under applicable legal requirements. If
          Landlord is obligated to perform Alterations under the
          terms of this Lease, then Landlord may perform them
          without Tenant's consent, but subject to all other
          terms and conditions of this Lease. With respect to
          proposed Alterations to the Premises or common areas
          located on floors that include portions of the Premises
          that require Tenant's consent, Tenant may withhold its
          consent in its sole discretion. With respect to other
          proposed Alterations that require Tenant consent,
          Tenant may not unreasonably withhold its consent. If
          Landlord performs Alterations, then Landlord must use
          its best efforts to minimize the effect of the
          performance of the Alterations on Tenant's business. If
          the performance of Alterations by Landlord materially
          interferes with Tenant's business, then Tenant's
          payment obligations under the lease will equitably
          abate."

     1.5  TERM. The Term of the Lease is extended to March 31, 2013.

     1.6  OPTIONS. Tenant may extend the Term of the Lease for three, 
consecutive additional periods of five years each on the terms and conditions 
set forth in the Lease as amended by this Amendment, except that the number 
of option periods remaining to be exercised will, in each case, be reduced by 
one, by notifying the Landlord, in writing, not less than 360 days prior to 
the expiration of the Term, or each option period, as the case may be. If 
Tenant neglects to exercise any option by the required date specified above, 
then Tenant will have no further options to extend the term of this Lease

     1.7  BASE RENT. From the date of this Amendment through March 31, 1998, 
Base Rent for the entire Premises is $96,956 per month. Thereafter Base Rent 
for the Premises is as follows:

<TABLE>
<CAPTION>
                                                           STIPULATED ANNUAL RATE
                                                           ----------------------
          PAYMENT PERIOD                   MONTHLY RENT    PER RENTABLE SQUARE
          ---------------                  ------------    -------------------
                                                           FOOT
                                                           ----
<S>                                      <C>                      <C>
April 1, 1998 through March 31, 1999     $94,905 per month        $17.00
April 1, 1999 through March 31, 2000     $90,718 per month        $16.25
April 1, 2000 through March 31, 2001     $85,136 per month        $15.25
April 1, 2001 through March 31, 2003     $77,320 per month        $13.85

</TABLE>


     From April 1, 2003 through March 31, 2013 and during the options 
periods, if any, Base Rent will be $77,320 per month ($13.85 per Rentable 
Square Foot), but subject to the following adjustments:

     On April 1, 2003, April 1, 2008 and on the first day of each option 
period (each date being a "CPI Adjustment Date"), Base Rent will adjusted to 
an amount equal to the lesser of (a) the Base Rent in effect during the 
period immediately prior to the CPI Adjustment Date multiplied by a fraction 
the numerator of which is the Extension Index, as defined below and the 
denominator of which is the Beginning Index, as defined below, and (b) the 
Base Rent in effect during the period immediately prior to the CPI Adjustment 
Date multiplied by 1.15, provided that Base Rent after a CPI Adjustment Date 
will not be less than the

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Base Rent in effect immediately prior to the CPI Adjustment Date. The base 
for computing the adjustment is the Consumer Price Index, all urban 
consumers, all items, San Francisco-Oakland-San Jose, CA, published by the 
United States Department of Labor, Bureau of Labor Statistics, in which 
1982-1984 equals one hundred (100) ("Index"). The Index most recently 
published as of an CPI Adjustment Date is the "Extension Index". The Index 
which was most recently published as of the date sixty months prior to the 
date the Extension Index was published is the "Beginning Index".

     If the Index is changed so that the base year is altered, the Index 
shall be converted in accordance with the conversion factor published by the 
United States Department of Labor, Bureau of Labor Statistics. If the Index 
is discontinued or revised during the term, such other government index or 
computation with which it is replaced shall be used in order to obtain 
substantially the same result as would be obtained if the Index has not been 
discontinued or revised.

     From and after the date of this Amendment, Sections 3.2(c) and 3.2(d) of 
the Lease are null and void and without further effect. From and after the 
date of this Amendment, "Base Rent" as provided in this Section 1.7 is 
Tenant's sole fixed rent obligation for the entire Premises. Tenant's only 
other regularly scheduled payment obligations to Landlord are Tenant's 
Proportionate Share of Real Property Taxes under Article 4 of the Lease and 
Tenant's Proportionate Share of Operating Expenses under Article 5 of the 
Lease.

     1.8  Intentionally omitted.

     1.9  REAL ESTATE TAXES. The following provision is added to the end of 
Section 4.2(a):

          "Notwithstanding anything to the contrary in this Section 4.2(a), 
     except as specified below, if there is a change of ownership of the 
     Building or the Property or any portion thereof that results in an 
     increase in Real Property Taxes, then for purposes of calculating 
     Tenant's payment obligations under Section 4.2, the increase in Real 
     Property Taxes subsequent to and caused by a change of ownership in the 
     Building or Property or any portion thereof will be deemed to include 
     only the portion of the increase in Real Property Taxes caused by the 
     change in ownership as set forth in the table below:

            PERIOD

            First 12 Months
            following change      14% of increase

            Second 12 Months
            following change      28% of increase

            Third 12 Months
            following change      42% of increase

            Fourth 12 Months
            following change      56% of increase

            Fifth 12 Months
            following change      70% of increase

            Sixth 12 Months
            following change      84% of increase

            Seventh 12 Months
            following change      100% of increase


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<PAGE>

          The foregoing limitation on the increase in Real Property Taxes 
     resulting from a change in ownership does not apply to changes of 
     ownership that result from foreclosure proceedings, exercises of a 
     power of sale under a deed of trust and transfers by deed in lieu of 
     foreclosure."

     1.10 OPERATING EXPENSES. Section 5.3(i) is hereby amended by (i) 
deleting the phrase "or which may be required by applicable laws, ordinances, 
rules or regulations in force with respect to the Premises from and after the 
Rent Commencement Date" and (ii) adding the following provisions at the end 
thereof: "For purposes of this Lease, capital improvements that are included 
in Operating Expenses, if any, must be amortized in accordance with generally 
accepted accounting principles and Tenant's Proportionate Share of Operating 
Expenses each year will only include the portion of the cost of such capital 
improvements that are amortized that year. Tenant has no responsibility for 
portions of the cost of capital improvements that are amortized after the 
expiration or earlier termination of the Lease. Notwithstanding anything to 
the contrary in this Lease, Operating Expenses do not include the cost to 
repair damage to the Building or any portion thereof caused by a casualty."

     1.11 OPERATING EXPENSE BUDGET. Section 5.4 is hereby amended by 
substituting "five percent (5%)" in place of "ten percent (10%)" in both 
sentences where such phrase appears.

     1.12 TENANT AUDIT. Section 5.6 is hereby amended by the addition of the 
following provisions at the end thereof:

          "Tenant may once per calendar year audit all of Landlord's (or 
     Landlord's agents') records pertaining to Operating Expenses and Real 
     Property Taxes. Any net overbilling discovered in the course of an 
     audit must be refunded to Tenant within thirty days of Landlord's 
     receipt of a  full and complete copy of the auditor's report including 
     all supporting documentation, data and calculations related to the 
     amounts overbilled. If Landlord has issued its annual reconciliation 
     for a particular year and an audit of that year determines that Tenant 
     was overbilled by five percent or more of the total sum which properly 
     should have been billed by Landlord to Tenant in respect of Operating 
     Expenses and Real Property Taxes, then Landlord must reimburse Tenant 
     for all expenses of its audit. Landlord must retain its records 
     regarding Operating Expenses and Real Property Taxes for a period of at 
     least three years following the final billing for the calendar year, 
     tax or fiscal year in question. At any time during that three year 
     period upon notice to Landlord, Tenant may conduct its audit. Tenant's 
     audit is binding upon Landlord unless within 30 days following 
     notification to Landlord of audit result, Landlord gives Tenant notice 
     ("dispute notice") specifying reasonable grounds for disputing such 
     result. In the event of such a dispute, the dispute shall be resolved 
     by a second audit accomplished by an neutral, experienced, qualified 
     and independent auditor (who may not have performed work for either 
     Landlord or Tenant during the preceding five year period), named by 
     Tenant and approved by Landlord which approval may not be unreasonably 
     withheld. Notwithstanding the foregoing, if Landlord does not estimate 
     any portion of Operating Expenses for a calendar year and instead bills 
     Tenant for Operating Expenses by submitting copies of paid invoices and 
     other reasonable documentation of the amounts actually expended by 
     Landlord, then with respect to such year Tenant will not be entitled to 
     audit Landlord's records."

     1.13 ALTERATIONS.

          (a)  Section 7.2(a) is hereby amended and restated in its entirety 
     as follows:

          "(a) "Minor Work" means repairs, reconstruction, alterations or 
     additions to the Premises and the placement of HVAC equipment and 
     communication facilities on the

                                          5
<PAGE>

          roof of the Building so long as such work does not affect the 
     structural integrity of the Building or the integrity of the roof and 
     does not materially alter demising or structural walls, the exterior 
     appearance of the Building or any significant architectural feature of 
     the Building."

          (b)  The last three sentences of Section 7.3(a)(1) are hereby 
     deleted.

          (c)  Section 7.3(a)(7) is hereby amended by inserting the following 
     phrase at the beginning of the Section: "For any work costing in excess of 
     $500,000.00,".

          (d)  Section 7.3(b)is amended by substituting "ten (10)" for 
     "twenty-one (21) in the first sentence of the section.

          (e)  Section 7.4 is hereby amended and restated in its entirety as 
     follows:

          "7.4 PERFORMANCE OF MINOR WORK. Tenant may without Landlord's 
     consent perform Minor Work. The provisions of Section 7.3(b) apply 
     to all Minor Work. Tenant will supply Landlord with "as built" 
     plans and specifications for all Minor Work."

     1.14 LEASED FIXTURES. Section 7.6 is hereby amended and restated in its 
entirety as follows:

          "7.6 LEASED FIXTURES. Except as provided in the last sentence of 
     this Section 7.6, Landlord waives all liens, if any, to which it may 
     have a right with respect to the merchandise, furniture, Trade Fixtures 
     and other personal property of Tenant located on or about the Premises 
     and will from time to time within 15 days following Tenant's request 
     execute and deliver to Tenant those documents as Tenant may reasonably 
     request (i) to acknowledge that waiver and/or (ii) to subordinate, the 
     liens, if any, which Landlord may have in that personal property to the 
     interest of any lender of Tenant or Tenant's parent corporation (if 
     any) which has taken or (is taking) a security interest in that 
     personal property as security for loan. At Tenant option those 
     instruments may provide that if the lender undertakes to enforce its 
     security interest in the personal property, Landlord must cooperate 
     with the Lender, or its designated representative, in its efforts to 
     assemble the personal property located at the Premises and may not 
     hinder the lender's actions in enforcing its liens on the personal 
     property. In the event that the Premises is abandoned, or Landlord 
     recovers possession by any means, lender may remove the personal 
     property from the Premises within thirty (30) days after written notice 
     by Landlord. Landlord does not waive or agree to subordinate any lien 
     to which it becomes entitled as a result of a judgment entered against 
     Tenant in connection with a default of Tenant under this Lease."

     1.15 LANDLORD REPAIRS. Section 9.1 is hereby amended by adding the 
following provision at the end thereof:

          "Tenant may give Landlord notice of maintenance, repairs or other 
     work as may be required under the terms of this section, and Landlord 
     must proceed forthwith to perform that work with reasonable diligence, 
     but in no event later than 60 days after receipt of Tenant's notice. In 
     the event of an emergency Tenant may immediately perform work that is 
     Landlord's responsibility, and notify the Landlord promptly after the 
     work has been undertaken. If Landlord fails to repair or perform its 
     obligations within the 60 day period stated above, or in case of 
     emergency, Tenant may perform the Landlord work and Landlord must 
     reimburse Tenant for the reasonable cost of the work performed by 
     Tenant within thirty days after the date Tenant requests such 
     reimbursement and supplies reasonable supporting documentation for 
     those costs. With respect to repairs performed due to an emergency, 
     Tenant may only perform those

                                          6
<PAGE>

     repairs that are necessary, in Tenant's reasonable, good faith 
     judgment, to minimize damage to Tenant's property and its business 
     operations."

     1.16 CONDITION UPON SURRENDER. Section 9.2(c) is hereby amended and 
restated in its entirety as follows:

          "(c) CONDITION UPON SURRENDER. At the expiration or earlier 
     termination of this Lease, Tenant will surrender the Premises, 
     including any leasehold improvements constructed by Tenant, in good 
     condition, ordinary wear and tear and casualty damage excepted. If 
     Tenant is not in default under this Lease after notice and expiration 
     of applicable cure period, then Tenant may remove all property that 
     belongs to Tenant, including Tenant's Trade Fixtures so long as Tenant 
     repairs any damage caused by that removal."

     1.17 USE. Section 10.1 is hereby amended and restated in its entirety as 
follows:

          "PERMITTED USE. The Premises may be used for any lawful use. 
     Tenant may occupy the Premises under any name and trade names as 
     Tenant, in its sole discretion, elects."

     1.18 USES PROHIBITED. Section 10.3(a) is hereby amended by deleting the 
phrase "in any way increase the premiums on any insurance or".

     1.19 COMPLIANCE WITH LAWS. Section 10.4 is hereby amended by the 
addition of the following provision at the end thereof:

          "Tenant's continuing remodeling, reconfiguring and growing will be 
     based on business decisions as to cost/benefit, including the costs of 
     meeting code compliance in each instance. Landlord cannot be 
     responsible for compliance costs in any way triggered by Tenant's new 
     uses or cumulative uses, or by Tenant's improvements or modifications. 
     Landlord's sole responsibility for compliance with code and other legal 
     requirements is related to generic enforcement of matters not triggered 
     by any use or action of Tenant."

     1.20 SIGNS. Section 10.6 is hereby amended and restated in its entirety 
as follows:

          "10.6 SIGNS. Tenant may erect and maintain within the Premises, 
     upon the exterior of the Building (including each elevation of the 
     Building if there is more than one) and in the building common areas 
     such signs as Tenant deems appropriate to the conduct of its business 
     subject only to any applicable legal requirements. Tenant may attach 
     its signs to the Building exterior and common areas in a commercially 
     reasonable fashion. Except for signs, if any, that are legally 
     required, and as otherwise expressly permitted in this Section, no 
     signs may be placed on the exterior of the Building or in common areas 
     without Tenant's consent, which consent Tenant may withhold in its sole 
     discretion. If signs are placed without Tenant's consent, then, within 
     three days after notice to Landlord, Landlord must remove such signs 
     and if Landlord fails to do so, then Tenant may remove such signs and 
     deduct all reasonable costs and expenses incurred in connection with 
     such removal from rent. If during the Term there are third party 
     tenants in the Building, then Landlord may maintain directory signage 
     for those tenants, and those tenants will be permitted to place 
     reasonable identity signage on the entrance to their premises. During 
     the last nine months of the Term, Landlord may place "For Rent" or "For 
     Lease" signs on the exterior of the Building in reasonable locations 
     that do not in any manner affect the visibility of Tenant's signs."

     1.21 CASUALTY INSURANCE. Section 11.1 is hereby amended and restated in 
its entirety as follows:

                                          7
<PAGE>

          "11.1 CASUALTY INSURANCE. Landlord must maintain at all times
     during the Term an all risk property insurance policy insuring against
     damage to any portion of the Building, except any leasehold
     improvements installed by tenants in their premises or to personal
     property, including Trade Fixtures, placed by tenant in their
     premises. That insurance must be Replacement Cost Coverage. The term
     all risk policy as used in this lease means a policy of fire and other
     property insurance in the form commonly referred to in the insurance
     industry as "Special Form". Landlord's property policies required
     under this Section 11.1 may not provide for any deductible or self
     insured retention in excess of $25,000, unless approved by Tenant.
     Landlord may maintain any of its required insurance under blanket
     policies of insurance covering the Building and any other properties
     owned by Landlord or companies affiliated with the Landlord, provided
     that the coverage afforded will not be reduced or diminished by reason
     of the use of such blanket policy of insurance. In addition, Landlord
     may from time to time carry earthquake insurance, based upon price,
     availability and common practice.

             Tenant must at all times during the Term maintain in full
     force and effect a policy(s) of all risk property insurance covering
     all of Tenant's alterations, improvements and betterments to the
     Premises now existing or to be added, to the extent of their full
     replacement costs as updated from time to time during the Term of this
     lease. Tenant must maintain in full force and effect at all times
     during the Term a policy(s) of boiler and machinery breakdown
     insurance covering all of its boilers, fired or unfired pressure
     vessels, heating, ventilating and air-conditioning units or any other
     mechanical equipment which may malfunction or cause damage to property
     or injury to persons that may be caused by or results from any
     equipment which equipment is used exclusively by the Tenant, and if
     said coverage is not included within the policy(s) providing coverage
     for the Tenant's alterations, improvements and betterments required
     under this Lease, then said insurance shall be by separate policy in
     an amount not less than $100,000.00."

     1.22 LIABILITY INSURANCE. Section 11.2 is hereby amended by the addition 
of the following provision at the end thereof:

             "Landlord must at all times during the Term keep in force a
     policy or policies of lessor liability insurance or an endorsement on
     a blanket liability insurance policy or policies against any and all
     damages and liability on account of, or arising out of injuries to
     persons or property or the death of any person or for property damage
     resulting from acts or omissions of Landlord, its agents or
     representatives in the minimum amount of $5,000,000.00 combined single
     limit in any one accident. That policy or policies must include
     Contractual Liability Insurance recognizing the liability assumed by
     Landlord under Section 11.7. Tenant's liability insurance will be
     deemed primary to the liability insurance that Landlord carries."

     1.23 WAIVER OF SUBROGATION. Section 11.5 is hereby amended by the 
insertion of the phrase "or required to be carried" in the tenth line of the 
section between the words "carried" and "by"

     1.24 INDEMNIFICATION. Section 11.7 is hereby amended and restated in its 
entirety as follows:

          "11.7 INDEMNIFICATION.

               (a)  BY TENANT. Except for Landlord's gross negligence
     or wilful misconduct, Tenant hereby agrees to and shall indemnify,
     defend, protect and hold Landlord and its general and limited
     partners, employees, agents and representatives free and harmless from
     and against all injury, loss, damage, liability and costs or expenses
     (including, without limitation, reasonable attorneys' fees, costs of
     suit, expert witness fees, investigative fees and discovery costs) of
     whatever nature, to any person or property


                                          8
<PAGE>

     resulting from Tenant's use and occupancy of the Building or any negligent
     act or omission of Tenant or its officers, directors, shareholders,
     employees, agents, guests, invitees and representatives.

               (b)  BY LANDLORD. Landlord hereby agrees to and shall
     indemnify, defend, protect and hold Tenant and its officers,
     directors, shareholders, employees, agents and representatives free
     and harmless from and against all injury, loss, damage, liability and
     costs or expenses (including, without limitation, reasonable
     attorneys' fees, costs of suit, expert witness fees, investigative
     fees and discovery costs) of whatever nature, to any person or
     property resulting from any grossly negligent act or wilful omission
     of Landlord.

          The provisions of this Section 11.7 are subject and subordinate to 
     the provisions of Section 11.5."

     1.25 ASSIGNMENT AND SUBLETTING.

          (a)  Section 12.1 is hereby amended and restated in its entirety as 
follows:

            "12.1  ASSIGNMENT AND SUBLEASE OF PREMISES. Except as
     expressly provided below, Tenant may not assign this Lease or sublet
     the Premises, or any part thereof, without Landlord's consent, which
     consent Landlord may not unreasonably withhold. Any assignment or
     sublease that requires Landlord consent that is made without such
     consent will be void. Tenant may without Landlord's consent assign
     this Lease or sublet the Premises to a corporation with which it may
     merge or consolidate or in connection with the sale of at least a
     majority of its assets, or an operating division, or to any parent or
     subsidiary of Tenant or a subsidiary of Tenant's parent. For purposes
     of this Section 12.1, a parent-subsidiary relationship is deemed to
     exist between two corporations if one corporation owns a majority of
     the voting stock of the other corporation. No assignment of this Lease
     or sublease of the Premises will serve to release Tenant from
     liability under this Lease unless Landlord expressly does so at the
     time of such assignment or sublease."

          (b)  Section 12.2 is hereby amended by inserting the phrase "Except 
as expressly provided in Section 12.1," at the beginning of the second 
sentence of the section.

          (c)  Section 12.3 is hereby amended and restated in its entirety as 
follows:

          "12.3 ASSIGNMENT DEFINED. As used in this Article 12, the term 
     "assignment" includes any sale, transfer or other disposition of all or 
     any portion of Tenant's estate under this Lease (including any transfer 
     for security), whether voluntary or involuntary, and whether by 
     operation of law of otherwise."

     1.26 RIGHTS OF ENTRY. Section 13.1 is hereby amended and restated in its 
entirety as follows:

          "13.1 RIGHTS OF ENTRY. Upon 24 hours prior notice, Landlord and 
     its authorized representatives may enter the Premises during regular 
     business hours for the purpose of showing the Premises to prospective 
     lenders and purchasers, and inspecting and determining the condition of 
     the Premises, provided that in the event of emergency Landlord may 
     immediately enter the Premises without notice. In addition, upon notice 
     to Tenant during hours reasonably designated by Tenant, Landlord may 
     enter the Premises to perform repairs, reconstruction, alterations and 
     improvements that Landlord is obligated or entitled to perform under 
     the other provisions of this Lease. During the last nine months of the 
     Term, as extended, upon 24 hours prior notice, Landlord and its 
     authorized representatives may enter the Premises during regular 
     business hours for the

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<PAGE>

     purpose of showing the Premises to prospective tenants. Landlord must 
     use best efforts when exercising its rights of Premises entry not to 
     interfere with the access to or visibility of the Premises, or the 
     conduct of business within. Landlord must reimburse Tenant for costs in 
     good faith incurred to protect Tenant property and improvements from 
     theft or damage in respect of Landlord entry; and must repair, to 
     Tenant's satisfaction all damage caused by its work within the 
     Premises. If Landlord entry continues for 24 hours or more and has an 
     adverse effect upon Tenant business operations, then Tenant rent will 
     abate proportionate to the percentage of the Premises usable floor area 
     adversely affected by Landlord entry unless basis for Landlord entry 
     was cure of Tenant default after notice and expiration of applicable 
     cure period."

     1.27 CASUALTY AND TAKING. Article 14 is hereby amended and restated in 
its entirety as follows:

          "14.1  After any casualty event, Landlord must, within 30 days 
     after the casualty, notify Tenant of Landlord's reasonable, good faith 
     estimate of how long from the date of the casualty it will take 
     Landlord to repair and restore the damaged portions of the Premises. If 
     the Premises or its appurtenances are damaged or destroyed by a 
     casualty to the extent that Landlord cannot reasonably complete its 
     restoration and repair obligations within twelve months from the date 
     of the casualty, then Tenant may terminate this Lease as of the date of 
     the casualty by notice to Landlord within 45 days after the date that 
     Landlord notifies Tenant of the time period required to repair and 
     restore the damaged portions of the Premises. If neither party elects 
     to terminate the Lease under the terms of this Article, then Landlord 
     must commence its repair and restoration of the damage caused by the 
     casualty as soon as possible after the date of the casualty. Landlord 
     must repair and restore the all portions of the Premises and its 
     appurtenances that are damaged by the casualty to substantially their 
     condition immediately prior to the casualty except for the leasehold 
     improvements constructed by Tenant. Landlord must diligently pursue its 
     repairs and restoration to completion. If Landlord does not complete 
     its repairs and restoration within eighteen months from the date of the 
     casualty (subject to extension for force majeure events), Tenant may 
     terminate this Lease by written notice to Landlord at any time prior to 
     completion. Once Landlord has completed its repair and restoration 
     obligations, Tenant must commence the repair and restoration of the 
     leasehold improvements constructed by Tenant that were damaged by the 
     casualty. All rent payable under this Lease will abate from the date of 
     the casualty to the earlier of (i) 180 days following the date Landlord 
     completes its repair and restoration obligations and (ii) the date on 
     which Tenant completes its repairs and restoration, provided that if 
     Tenant continues to conduct business in the Premises during the period 
     that Landlord and Tenant are repairing and restoring the Premises, then 
     Tenant's rent obligations during the period of repairs and restoration 
     will abate in proportion to the percentage of the Premises usable floor 
     area damaged by the casualty.

          If the Premises are substantially damaged by a casualty that is 
     covered by neither (i) the insurance actually carried by Landlord nor 
     (ii) the insurance Landlord is required to carry under the terms of 
     this Lease, then Landlord may elect to terminate this Lease by giving 
     notice of its election to terminate within ninety days after the 
     casualty event. If Landlord elects to terminate the Lease, then the 
     rights and obligations of the parties will cease as of the date of 
     Landlord's notice, and rent and additional charges will be adjusted as 
     of the date of such termination. Damage to the Premises is substantial 
     if the cost to repair the damage is equal to or greater than 15% of the 
     full replacement cost of the Premises.

          14.2 Intentionally omitted.


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<PAGE>

          14.3 Tenant is not entitled to any compensation or damages, other 
     than stated in this Lease, from Landlord for the loss of the use of the 
     whole or any part of the Premises or damage to tenant's personal 
     property or any inconvenience or annoyance occasioned by the casualty 
     event.

          14.4 If Landlord is obligated to repair and restore under the 
     terms of this Article, but does not commence those repairs and 
     restoration within 90 days of the casualty, and continue its repairs 
     and restoration thereafter with reasonable dispatch, then Tenant may, 
     upon notice to Landlord, perform Landlord's repair and restoration 
     obligations at Landlord's sole cost and expense. If Tenant elects to do 
     so, then Landlord must promptly pay to Tenant any insurance proceeds 
     received by Landlord in connection with the casualty. Landlord must pay 
     Tenant on demand for any cost or expense incurred by Tenant in 
     connection with its performance of Landlord's repair and restoration 
     obligations (not including any amount by which the cost and expense of 
     restoration is increased by any change or changes made by Tenant).

          14.5 The parties waive those rights of Lease termination as are 
     granted to them under the laws of the state where the Premises are 
     located, it being their agreement that the rights of termination in the 
     event of casualty, as set forth in this Article, are exclusive.

          14.6 EFFECT OF TAKING.

          (a)  In the event the whole or any part of the Premises is taken 
     for public or quasi-public use or condemnation under eminent domain, 
     this Lease will terminate as to the part so taken on the date 
     possession is yielded to the condemning authority.

          (b)  In the event a portion of the Premises, Building or Property 
     is taken and such taking substantially impairs the usefulness of the 
     Premises for the purposes hereinbefore granted to the Tenant, then 
     Tenant may terminate the Lease by written notice within thirty days 
     after to the actual physical taking.

          (c)  For the purposes of this Article, a sale or conveyance in 
     lieu of condemnation that is made because of the threat of condemnation 
     will be deemed an appropriation or taking under the power of eminent 
     domain.

          (d)  If this Lease is not terminated as above provided following a 
     taking, then Landlord must, at its expense, make all necessary repairs 
     or alterations to the basic building and exterior work so as to 
     constitute the remaining Premises a complete architectural unit and a 
     proportionate reduction will be made in the Base Rent and additional 
     charges based on the proportion of the Premises taken.

          14.7 COMPENSATION AND AWARDS. All compensation awarded for any 
     taking of the fee and the leasehold, or any part thereof, will belong 
     to and be the property of Landlord. Tenant hereby assigns to the 
     Landlord all right, title and interest of Tenant in and to any award 
     made for leasehold damages and/or diminution in the value of Tenant's 
     leasehold estate.  Tenant may claim all compensation as may be 
     separately awarded or allocated including without limitation relocation 
     costs and the value of Tenant's leasehold improvements. Compensation as 
     used in this section means any award given to the Landlord for such 
     taking in excess of, and free and clear of, all prior claims of the 
     holders of any mortgages or other security interests.

     1.28 LATE PAYMENTS. Section 15.4 is hereby amended and restated in its 
entirety as follows:

                                      11
<PAGE>

          "15.4 LATE CHARGES. If Tenant fails for any reason to pay Base 
     Rent, Tenant's Proportionate Share of Real Property Taxes or Operating 
     Expenses, additional Rent or any other amount fee, or charge due 
     hereunder within five (5) days of the date when due, then Landlord may 
     impose a late charge equal to 10% of the amount overdue. If Landlord 
     fails for any reason to pay any amount payable to Tenant under this 
     Lease within five (5) days of the date when due, then Tenant may impose 
     a late charge equal to 10% of the amount overdue. In addition, any sum 
     accruing to Landlord or Tenant under the provisions of this Lease that 
     is not paid within 10 days following written notice that it is overdue 
     ("Notice Period") bears interest from the expiration of the Notice 
     Period, at the rate of the lesser of (i) the maximum rate legally 
     permitted and (ii) 12% per annum, until paid."

     1.29 LANDLORD DEFAULT. The following Section 15.6 is hereby added to the 
Lease:

          "15.6 LANDLORD DEFAULT. If Landlord fails to perform any of its 
     obligations under this Lease and that failure continues for a period of 
     more than 30 days after receipt of written notice from Tenant 
     specifying that failure, or if the failure is of a nature to require 
     more than 30 days for remedy and continues beyond the time reasonably 
     necessary to cure (provided Landlord must have undertaken procedures to 
     cure the default within 30 days of Tenant's notice and diligently 
     pursue such efforts to cure to completion), then Tenant may, upon 
     written notice, incur any reasonable expense necessary to perform the 
     obligation of Landlord specified in such notice and Landlord must 
     reimburse Tenant for the reasonable expense incurred by Tenant within 
     thirty days after the date Tenant requests such reimbursement and 
     supplies reasonable supporting documentation for those expenses."

     1.30 NON-DISTURBANCE. Section 16.1 is hereby amended and restated in its 
entirety as follows:

          "16.1  NONDISTURBANCE AND SUBORDINATION TO MORTGAGE.

          (a)  Landlord must obtain from every lender, ground lessor or 
     other party whose interest is superior to Tenant's leasehold interest, 
     a fully executed nondisturbance agreement assuring Tenant that 
     notwithstanding any default by Landlord, or any foreclosure or deed in 
     lieu thereof or lease termination proceedings, or the exercise of any 
     other right or remedy, Tenant's rights under the Lease will continue in 
     full force and effect and its possession of the Premises will remain 
     undisturbed except in accordance with the provisions of this Lease so 
     long as Tenant is not in default hereunder after notice and expiration 
     of applicable cure period. Those agreements must be in a form 
     reasonably satisfactory to Tenant.

          (b) Upon Landlord's request, Tenant's interest under this lease 
     will be subordinated to any mortgage, deed of trust, sale/leaseback 
     transaction or any other hypothecation for security hereafter placed 
     upon the Building, the Property or both by the execution, delivery and 
     recordation of a subordination, non-disturbance and attornment 
     agreement that is reasonably acceptable to Tenant."

     1.31 ARBITRATION. Section 5.10 of the Lease is hereby deleted in its 
entirety. The first sentence of Article 17 is hereby deleted and the 
following provisions substituted in its place: "Either Landlord or Tenant may 
at any time require that any non-monetary dispute regarding a matter that 
cannot result in Lease termination be submitted to arbitration. Upon the 
mutual agreement of the parties, monetary disputes and disputes that could 
result in Lease termination may also be submitted to arbitration."

     1.32 Lease Status. Landlord and Tenant each represent that to its best, 
current knowledge as of the date of this Amendment (i) neither Landlord nor 
Tenant is in default under the terms of the Lease, (ii)

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<PAGE>

no event exists that with the passage of time or the giving of notice or both 
would constitute a default by either party to the Lease, and (iii) each party 
has fully performed its obligations under the Lease that have accrued under 
the Lease through the date of this Amendment and no claims are outstanding 
for any unperformed obligations except as to the items listed on an attached 
Exhibit B containing obligations of Landlord and Tenant.

     1.34 FORCE MAJEURE. The following Section 18.14 is hereby added to the 
Lease:

          "18.14 Force Majeure. As used herein the term force majeure event 
means any prevention, delay or stoppage due to strikes, lockouts, labor 
disputes, acts of God, inability to obtain labor, materials, or merchandise, 
governmental restrictions, governmental regulations, governmental controls, 
judicial orders, enemy or hostile governmental actions, civil commotion, 
fire, or other casualty, and other causes beyond a party's reasonable control 
(but not financial inability). If a party's performance of a non-monetary 
obligation is delayed by a force majeure event, then the period for 
performing that non-monetary obligation will be extended for a period equal 
to the period of delay caused by the force majeure event. A party whose 
performance of a non-monetary obligation is delayed by a force majeure event 
must give prompt notice of that delay to the other party."

     1.35 AUTHORITY. The individuals executing this Amendment on behalf of 
each party hereto warrant that they have been duly authorized to execute and 
deliver this instrument on behalf of and by the party for whom they are 
signing, and by delivery hereof each individual warrants that execution by no 
other signatory is necessary to bind the part for whom they sign. A certified 
copy of the board of directors' resolution authorizing the execution of this 
Amendment by Tenant is attached hereto as Exhibit C.

     1.36 RATIFICATION. The parties ratify and affirm the Lease as amended 
hereby.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the 
date first recited above.

               TENANT                                   LANDLORD
   CALIFORNIA CULINARY ACADEMY, INC.         625 POLK INVESTMENT COMPANY
       A CALIFORNIA CORPORATION            A CALIFORNIA LIMITED PARTNERSHIP


By:                                      By:
    ------------------------------          ----------------------------
Its:                                        Its: General Partner
    ------------------------------


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<PAGE>

                                   EXHIBIT B
                                      TO
                           EIGHTH AMENDMENT TO LEASE


     REPAIR OBLIGATIONS OF LANDLORD:

1.   Roof on flat section of third floor to be replaced within the next five
     years

2.   Cosmetic restoration of ceiling plaster molds in Careme utilizing
     lightweight materials reasonably replicating the same architectural style

3.   Elevator safety edge sensors to be completed

4.   Sump backup pump to be repaired or replaced if not already completed and
     Landlord to provide periodic training to maintenance staff of Tenant in
     proper sump pump maintenance procedures

5.   Building exterior painting of lower casements

6.   Restoration and repair of exterior terra cotta element near front entrance


REPAIR OBLIGATIONS OF TENANT:

1.   Perform project work as necessary to finalize Permit #9318061 (currently
     being bid for Tenant by Brayer Electric, Fine Line and PAFA), and finalize
     any other open permits or related code "correction" items currently cited
     in the Premises by the City of San Francisco.

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