EXHIBIT 10.73

LINE OF CREDIT AGREEMENT

This Line of Credit Agreement, dated as of March 22, 2000 (the "Agreement"), is entered into by and between Sea View Restaurants, Inc., a California corporation ("Borrower"), and Space Partners, a California general partnership ("Lender").

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"Acquisition" means any transaction, or any series of related transactions, by which Borrower directly or indirectly (i) acquires any going business or all or substantially all of the assets of any firm, partnership, joint venture, corporation or division thereof, whether through purchase of assets, merger or otherwise, or (ii) acquires (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority in ordinary voting power of the securities of a corporation which have ordinary voting power for the election of directors, or (iii) acquires control of a fifty percent (50%) or more ownership interest in any partnership or joint venture.

"Affiliate" means, as to any Person, any other Person who directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (and the correlative terms "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

"Authorization" means any authorization, consent, approval, order, license, permit, exemption or other action by or from, or any filing, registration or qualification with, any Governmental Agency or other Person.

"Capital Expenditure" means any expenditure that is considered a capital expenditure under Generally Accepted Accounting Principles, consistently applied, including any amount that is required to be treated as an asset subject to a Capital Lease.

"Capital Lease" means, as to any Person, a lease of any property by that Person as lessee that is, or should be, in accordance with the rules promulgated by the Financial

Accounting Standards Board, recorded as a "capital lease" on the balance sheet of that Person.

"CBR" means California Beach Restaurants, Inc., a California corporation, its successors and permitted assigns.

"Contingent Obligation" means, as to any Person, any (a) direct or indirect guarantee of Indebtedness of, or other obligation performable by, any other Person, including any endorsement (other than for collection or deposit in the ordinary course of business), co-making or sale with recourse of the obligations of any other Person or (b) contractual assurance (not arising solely by operation of law) given to an obligee with respect to the performance of an obligation by, or the financial condition of, any other Person, whether direct, indirect or contingent.

"Debtor Relief Laws" means the Bankruptcy Code of the United States of America, as amended from time to time, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

"Disposition" means the sale, transfer, lease, loan, abandonment or other disposition in any single transaction or series of related transactions of (a) all or substantially all of the assets of a division or comparable business segment of Borrower, or (b) any other individual asset, or group of related assets, of Borrower that has or have at the date of the Disposition a book value or fair market value (which shall be deemed to be equal to the sales price for such asset or assets upon a sale to a Person) of Seventy-five Thousand Dollars ($75,000) or more, other than (i) the sale or other disposition of inventory in the ordinary course of business and (ii) the sale or other disposition of equipment or other personal property that is (x) not required in the business of Borrower as presently conducted or reasonably foreseen to be useful in the future, or (y) replaced by equipment or personal property, as the case may be, performing substantially the same function, not later than ninety (90) days after such sale or disposition.

"Distribution" means, with respect to any shares of capital stock or any warrant or right to acquire shares of capital stock or any other equity security issued by a Person, (a) the retirement, redemption, purchase, or other acquisition for value by such Person of any such security, and (b) the declaration or (without duplication) payment by such Person of any dividend in cash or in property (other than in common stock of such Person) on or with respect to any such security.

"Governmental Agency" means (a) any international, foreign, federal, state, county or municipal government, or political subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body,
(c) any court, administrative tribunal or public utility, or (d) any arbitration tribunal or other non-governmental authority to whose jurisdiction a Person has consented.

"Indebtedness" means, as to any Person, (a) all indebtedness of such Person for borrowed money, (b) that portion of the obligations of such Person under Capital Leases which is properly recorded as a liability on a balance sheet of that Person prepared in accordance with generally accepted accounting principles, (c) any obligation of such Person that is evidenced by a promissory note or other instrument representing an extension of credit to such Person, whether or not for borrowed money, (d) any obligation of such Person for the deferred purchase price of property or services (other than trade or other accounts payable in the ordinary course of business in accordance with customary terms), (e) any obligation of such Person that is secured by a Lien on assets of such Person, whether or not that Person has assumed such obligation or whether or not such obligation is non-recourse to the credit of such Person, but only to the extent of the fair market value of the assets so subject to the Lien, and (f) obligations of such Person for unreimbursed draws under letters of credit issued for the account of such Person.

"Investment" means, when used in connection with any Person, any investment by or of that Person, whether by means of purchase or other acquisition of capital stock or other Securities of any other Person or by means of loan, advance, capital contribution, guaranty or other debt or equity participation or interest, or otherwise, in any other Person, including any partnership and joint venture interests of such Person in any other Person.

"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, affecting any property, including any agreement to grant any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature of a security interest, and/or the filing of or agreement to give any financing statement (other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest) under the Uniform Commercial Code or comparable law of any jurisdiction with respect to any property.

"Permitted Encumbrances" means: (a) general and special ad valorem real estate taxes and assessments which are not delinquent; (b) present or future zoning laws and ordinances or other laws and ordinances restricting the occupancy use or enjoyment of real property;
(c) liens in favor of Lender; and (d) purchase money liens and equipment leases entered into in the ordinary course of business.

"Person" means any person or entity, whether an individual, trustee, corporation, general partnership, limited partnership, joint stock company, trust, estate, unincorporated organization, business association, firm, joint venture, Governmental Agency, or otherwise.

"Requirement of Law" means, as to any Person, the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, or judgment, award, decree, writ or determination of a Governmental Agency,

in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Securities" means any capital stock, share, voting trust certificate, bond, debenture, note or other evidence of indebtedness, limited partnership interest, or any warrant, option or other right to purchase or acquire any of the foregoing.

"Subsidiary" means, as of any date of determination and with respect to any Person, any corporation, partnership or joint venture, whether now existing or hereafter organized or acquired: (a) in the case of a corporation, of which a majority of the securities having ordinary voting power of the election of directors or other governing body (other than securities having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person and/or one or more Subsidiaries of such Person, or (b) in the case of a partnership or joint venture, of which such Person or a Subsidiary of such Person is a general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time beneficially owned by such Person and/or one or more of its Subsidiaries.

ARTICLE 2
LOANS

2.1 Revolving Line of Credit. Lender hereby agrees to make loans in an aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) on a revolving credit basis to Borrower ("Revolving Commitment"). The Lender's Revolving Commitment shall terminate on July 20, 2000, at which time all outstanding principal and accrued interest on the Revolving Note shall be due and payable.

A loan made by Lender to Borrower shall be evidenced by a promissory note of Borrower, substantially in the form of Exhibit A ("Revolving Note"), with appropriate insertions therein as to date and principal amount of any borrowing hereunder and representing the obligation of the Borrower to pay the aggregate unpaid principal amount of all loans made by Lender to Borrower hereunder, with interest thereon at ten percent (10%) per annum, payable on the first of each month. (Five days prior to the first of each month, Borrower shall provide Lender with a written calculation of interest payable on the first day of the next month.) Lender is hereby authorized (but not required) to record the date and amount of each borrowing, payment or prepayment of principal of its loan made to Borrower, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded. Failure of Lender to make any such recordation or notation in the books and records of Lender (or any error in such recordation or notation) shall not affect the obligations of the Borrower hereunder under the Revolving Note. Interest shall be calculated on the basis of a year of 360 days and actual days elapsed. Amounts borrowed by Borrower may be repaid and, through July 20, 2000, reborrowed.

2.2 Notice of Borrowing. Borrower shall give Lender written notice five
(5) business days prior to the proposed borrowing date, requesting that the Lender make the revolving loan on the proposed borrowing date and specifying the aggregate amount of the revolving loan requested to be made. All borrowings hereunder shall made in a minimum aggregate amount of Twenty-five Thousand Dollars ($25,000).

2.3 Late Payments. If any installment of principal or interest under the Revolving Note to Lender is not paid when due, it shall thereafter bear interest at the fixed rate of fifteen percent (15%) per annum, to the fullest extent permitted by applicable law. Accrued and unpaid interest on past due amounts (including, without limitation, interest on past due interest) shall be compounded monthly, on the last day of each calendar month, to the fullest extent permitted by applicable law.

2.4 Manner and Treatment of Payments. Each payment hereunder or on the Revolving Note shall be made to Lender, by wire transfer, in immediately available funds not later than 11:00 a.m., Los Angeles time, on the day of payment. Lender shall provide Borrower with payment instructions, including bank accounts and wire transfer instructions. All payments received after 11:00
a.m., Los Angeles time, on any particular business day, shall be deemed received on the next succeeding business day. All payments shall be made in lawful money of the United States of America.

2.5 Failure to Charge Not Subsequent Waiver. Any decision by Lender not to require payment of any interest (including interest at any post-default rate), or to calculate any amount payable by a particular method, on any occasion shall in no way limit or be deemed a waiver of Lender's right to require all payment of any interest (including interest after default).

2.6 Commitment Fee. The Borrower agrees to pay the Lender a commitment fee equal to $2,500, due on the date hereof.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender that:

3.1 Existence and Qualification; Power; Compliance With Laws. Borrower is a corporation duly formed, validly existing and in good standing under the laws of California. Borrower is duly qualified to transact business, and is in good standing, in California. Borrower has all requisite corporate power and authority to conduct its business, to own and lease its properties and to execute and deliver the Agreement and the Revolving Note to which it is a party and to perform the obligations to be performed by it.

3.2 Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Borrower of the Agreement and the Revolving Note have been duly authorized by all necessary corporate action, and do not:

(a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of Borrower;

(b) Violate or conflict with any provision of Borrower's charter, articles of incorporation or bylaws, as applicable;

(c) Result in or require the creation or imposition of any Lien with respect to any property now owned or leased or hereafter acquired by Borrower;

(d) Violate any Requirement of Law applicable to Borrower; or

(e) Result in a breach of or default under, or would, with the giving of notice or the lapse of time or both, constitute a breach of or default under, or cause or permit the acceleration of any obligation owed under, any indenture or loan or credit agreement or any other contractual obligation to which Borrower is a party or by which Borrower or any of its property is bound or affected.

3.3 No Governmental Approvals Required. No authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any Governmental Agency is required to authorize or permit under applicable laws the execution, delivery and performance by Borrower of the Agreement and Revolving Note.

3.4 Binding Obligations. Each of the Agreement and Revolving Note will, when executed and delivered by Borrower, constitute the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion.

ARTICLE 4
AFFIRMATIVE COVENANTS

So long as any part of the Revolving Note remains unpaid, or any other Obligation remains unpaid or unperformed, Borrower shall, unless Lender otherwise consents:

4.1 Liens and Taxes. Keep the assets and property of the Borrower free and clear of all Liens, subject only to Permitted Encumbrances, and pay and perform when due all other obligations secured by or constituting a Lien affecting any of the Collateral, except that Borrower shall not be required to pay or perform any such taxes, Lien claims or other obligations (x) for which Borrower has been fully indemnified, or (y) which are being actively contested in good faith by appropriate proceedings, provided that Borrower has established and maintains adequate accounting reserves for the payment or performance of such taxes, lien claims or other obligations.

4.2 Preservation of Existence. Preserve and maintain its existence in the jurisdiction of its formation and all authorizations, rights, franchises, privileges, consents, approvals, orders, licenses, permits and registrations from any Governmental Agency that are necessary for the transaction of its businesses, and qualify and remain qualified to transact business in each jurisdiction in which such qualification is necessary in view of its businesses or the ownership or leasing of its properties except where the failure to preserve and maintain any such authorizations, rights, franchises, privileges, consents, approvals, orders, licenses, permits and registrations or to so qualify or remain qualified would not constitute a material adverse effect on the Borrower.

4.3 Maintenance of Properties. Maintain, preserve and protect all of its depreciable properties in good order and condition, subject to wear and tear in the ordinary course of business, and not permit any waste of its properties, except that the failure to maintain, preserve and protect a particular item of depreciable property that is not of significant value, either intrinsically or to the operations of Borrower, shall not constitute a violation of this covenant unless such failure occurs with respect to a sufficient number of items of depreciable property to jeopardize the existing condition of any bar or restaurant operation of Borrower.

4.4 Maintenance of Insurance. At all times maintain its existing policies of insurance.

4.5 Compliance With Laws. Comply with all requirements of applicable laws.

4.6 Books, Records and Inspection Rights. At all times maintain full and complete books of account and other records with respect to its business and operations in conformity with generally accepted accounting principles and in material conformity with all applicable requirements of any Governmental Agency having regulatory jurisdiction over Borrower.

4.7 Compliance With Agreements. Promptly and fully comply with all Contractual obligations under all material agreements, indentures, leases and/or instruments to which it is a party, whether such material agreements, indentures, leases or instruments are with Lender or another Person, except that Borrower need not comply with contractual obligations under any such agreements, indentures, leases or instruments then being contested by any of them in good faith by appropriate proceedings or if the failure to comply with such agreements, indentures, leases or instruments does not constitute a material adverse effect.

4.8 Financial Information. So long as any part of the Revolving Note remains unpaid, Borrower shall deliver to Lender copies of Borrower's filings with the Securities and Exchange Commission within three (3) business days of such filings.

ARTICLE 5
NEGATIVE COVENANTS

5.1 Disposition of Property. Make any Disposition of its property, whether now owned or hereafter acquired.

5.2 Mergers; Dissolution. Merge or consolidate with or into any Person; or dissolve or agree to its dissolution.

5.3 Investments and Acquisitions. Make any Acquisition or enter into any agreement to make any Acquisition, or make or suffer to exist any Investment, except:

(a) Investments consisting of cash equivalents; and

(b) Investments consisting of demand deposits in any bank or other financial institution.

5.4 Distributions. Make any Distribution, whether from capital, income or otherwise, and whether in cash or other property, except for Distributions to CBR less than or equal in aggregate amount to the aggregate amount of all taxes paid in cash by CBR with respect to property or operations of Borrower, or Distributions to CBR in repayment of money advanced by CBR to the Company.

5.5 Change in Nature of Business. Make any material change in the nature of the business of Borrower as at present conducted.

5.6 Liens; Sales and Leasebacks. Create, incur, assume or suffer to exist any Lien of any nature upon or with respect to any of its property, whether now owned or hereafter acquired; or engage in any sale and leaseback transaction with respect to any of its property, except Permitted Encumbrances.

5.7 Indebtedness and Continent Obligations. Create, incur, assume or suffer to exist any Indebtedness or Contingent Obligation, except Indebtedness and Contingent Obligations in favor of Lender under this Agreement.

5.8 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Borrower, except for transactions on terms at least as favorable to Borrower as would be the case in an arm's-length transaction between unrelated parties of equal bargaining power.

ARTICLE 6
EVENTS OF DEFAULT AND REMEDIES
UPON EVENT OF DEFAULT

6.1 Events of Default. The existence or occurrence of any one or more of the following events, whatever the reason therefor and under any circumstances whatsoever, shall constitute an Event of Default:

(a) Borrower fails to make any payment of principal or interest on any Loan within the earlier of ten (10) business days following the date when due, or two (2) business days following receipt of written notice of nonpayment; or

(b) Borrower fails to perform or observe any other covenant contained in this Agreement, and such failure continues for thirty (30) days after the earlier to occur of (i) a senior officer of Borrower becoming aware of such failure, or (ii) notice thereof from the Lender; or

(c) Any representation or warranty made in this Agreement proves to have been incorrect when made in any respect that is materially adverse to the interests of Lender; or

(d) This Agreement or the Revolving Note at any time after its execution and delivery and for any reason other than the agreement of Lender or satisfaction in full of all the obligations, ceases to be in full force and effect or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable in any respect; or

(e) A judgment against Borrower is entered for the payment of money in excess of One Hundred Thousand Dollars ($100,000) and, absent procurement of a stay of execution, such judgment remains unbonded or unsatisfied for forty-five (45) calendar days after the date of entry of judgment; or

(f) Borrower or CBR institutes or consents to any proceeding under a Debtor Relief Law relating to it or to all or any part of its respective property, or is unable or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of that Person and the appointment continues undischarged or unstayed for sixty
(60) calendar days; or any proceeding under a Debtor Relief Law relating to Borrower or CBR or to all or any part of its respective property is instituted without the consent of that Person and continues undismissed or unstayed for sixty (60) calendar days; or any judgment, writ, warrant of attachment or execution or similar process is issued or levied against all or any

material part of the property of Borrower or CBR and is not released, vacated or fully bonded within sixty (60) calendar days after its issue or levy; or

(h) The Concession Agreement dated November 1, 1997, by and between the County of Los Angeles and Borrower, or any other license or permit is modified, revoked or terminated such that Borrower's business operations are modified in any materially adverse respect.

6.2 Remedies Upon Event of Default. Without limiting any other rights or remedies of Lender provided for elsewhere in this Agreement, or the Revolving Note, or by applicable law, or its equity, or otherwise, Lender may declare all or any part of the unpaid principal of the Revolving Note, all interest accrued and unpaid thereon and all other amounts payable under the Revolving Note to be forthwith due and payable, whereupon the same shall become and be forthwith due and payable, without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by Borrower.

ARTICLE 7
MISCELLANEOUS

7.1 Cumulative Remedies; No Waiver. The rights, powers, privileges and remedies of Lender provided herein or in the Revolving Note are cumulative and not exclusive of any right, power, privilege or remedy provided bylaw or equity. No failure or delay on the part of Lender in exercising any right, power, privilege or remedy may be, or may be deemed to be, a waiver thereof; nor may any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of the same or any other right, power, privilege or remedy.

7.2 Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement, no approval or consent thereunder, and no consent to any departure by Borrower or any other party therefrom, may in any event be effective unless in writing signed by Lender, and then only in the specific instance and for the specific purpose given.

7.3 Costs, Expenses and Taxes.

(a) Borrower shall pay on demand the reasonable attorneys fees, costs and expenses of Lender incurred in connection with the negotiation, preparation, execution and delivery of the Agreement;

(b) Borrower shall pay on demand the reasonable attorneys fees, costs and expenses of Lender incurred in connection with any amendment, waiver, refinancing,

restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto.

7.4 Nature of Lender's Obligations, Nothing contained in this Agreement or any other Loan Document and no action taken by Lender pursuant hereto or thereto may, or may be deemed to, make Lender and Borrower or any Affiliate of Borrower a partnership, an association, a joint venture or other entity.

7.5 Survival of Representations and Warranties. All representations and warranties contained herein or in the Revolving Note have been or will be relied upon by Lender, notwithstanding any investigation made by Lender or on its behalf.

7.6 Notices.

(a) All notices, requests, demands, directions and other communications provided hereunder must be in writing and must be mailed, telecopied, or personally delivered to the appropriate party at the address set forth on the signature pages of this Agreement or at any other address as may be designated by it in a written notice sent to the other party; and

(b) Any notice, request, demand, direction or other communication given by telecopier must be confirmed within forty-eight (48) hours by letter mailed or delivered to the appropriate party at its respective address.

7.7 Counterparts. This Agreement may be executed in any number of counterparts and any party hereto or thereto may execute any counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts, when taken together will be deemed to be but one and the same instrument.

7.8 Binding Effect; Assignment. This Agreement and the Revolving Note shall be binding upon and inure to the benefit of Borrower, Lender and their respective successors and assigns, except that Borrower and/or its Affiliates may not assign their rights hereunder or thereunder or any interest herein or therein without the prior written consent of Lender. Lender shall have the right to sell or transfer any interest in this Agreement and the Revolving Note to (i) any Person other than a competitor of Borrower with the prior consent of Borrower, which consent shall not be unreasonably withheld, or (ii) any Affiliate.

7.9 Indemnity by Borrower. Borrower agrees to defend (by counsel satisfactory to Lender), indemnify, save and hold harmless Lender and its Affiliates, directors, partners, officers, agents, attorneys and employees (collectively the "Indemnitees") from and against:

(a) Any and all claims, demands, actions, causes of action and discovery requests that are asserted against any Indemnitee by any Person (other than Lender) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand,

action or cause of action that such Person asserts or may assert against Borrower, any Affiliate of Borrower (excluding Lender and its Affiliates, except in their capacities as Lender hereunder) or any officer, director or shareholder of Borrower;

(b) Any and all claims, demands, actions, causes of action and discovery requests if the claim, demand, option, cause of action or discovery request arises out of or relates to the relationship of Borrower and Lender under this Agreement (including without limitation any injury or death to persons or damage to property or other loss occurring on or in connection with the assets and property of Borrower, whether caused by the alleged negligence or any other act or omission of Borrower or any other Person);

(c) Any and all claims, demands, actions, causes of action or discovery requests if the claim, demand, action, cause of action or discovery request arises out of or relates to any alleged act or omission of Borrower, any Affiliate of Borrower (excluding Lender and its Affiliates, except in their capacities as Lender hereunder), or any Person who is an agent or employee of Borrower; and

(d) Any and all liabilities, losses, costs or expenses (including reasonable attorneys' fees (including, without limitation, the cost of in-house legal services) and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct.

The relationship between Borrower and Lender is, and shall at all times remain, solely that of a borrower and lender; Lender shall not under any circumstance be construed to be a partner or a joint venturer of Borrower or its Affiliates; Lender shall not under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; Lender does not undertake or assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or, inform Borrower or its Affiliates of any matter in connection with their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by Lender in connection with such matters is solely for the protection of Lender and neither Borrower nor any other Person is entitled to rely thereon; and

7.10 Integration. This Agreement, together with the Revolving Note, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof.

7.11 Governing Law. Except to the extent otherwise expressly provided therein, this Agreement and the Revolving Note shall be governed by, and construed and enforced in accordance with, the local laws of California.

7.12 Severability of Provisions. Any provision in this Agreement that is held to be inoperative, unenforceable or invalid as to any party or in any jurisdiction shall, as to that party or jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions or the operation, enforceability or validity of that provision as to any other party or in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable.

7.13 Guaranty. This Agreement and the Revolving Note is guaranteed by CBR as provided in the Guaranty agreement, dated March 22, 2000, made by CBR, in favor of Lender, attached hereto and incorporated herein by this reference.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BORROWER:

SEA VIEW RESTAURANTS, INC.,
a California corporation

By: /s/ SAMUEL E. CHILAKOS
   ----------------------------------
   Samuel E. Chilakos
   Vice President, Finance


By: /s/ ALAN REDHEAD
   ----------------------------------
   Alan Redhead
   President

Address:

17383 Sunset Blvd., Suite 140
Pacific Palisades, California 90272

Telecopier: (310) 459-9356
Telephone: (310) 459-9676

LENDER:

Space Partners, a California general
partnership

By: /s/ J. CHRISTOPHER LEWIS
   ----------------------------------
   J. Christopher Lewis
   General Partner

Address:

300 S. Grand Avenue
Los Angeles, California 90071

Telecopier: (213) 229-8597
Telephone: (213) 229-8453

                                                                       EXHIBIT A

                           SEA VIEW RESTAURANTS, INC.

                             SENIOR PROMISSORY NOTE

$250,000                                              LOS ANGELES, CALIFORNIA
                                                      March 22, 2000

        Sea View Restaurants, Inc. a California corporation (the "Company"), the

principal office of which is located at 17383 Sunset Boulevard, Suite 140, Pacific Palisades, California 90272, for value received hereby promises to pay to Space Partners, a California general partnership, or its registered assigns, the sum of two hundred fifty thousand Dollars ($250,000), or such lesser amount as shall then equal the outstanding principal amount hereof and any unpaid accrued interest hereon, as set forth below. The Company promises to pay interest on the unpaid principal amount hereof from the date hereof until paid, at the rate of ten percent (10%) per annum, payable on the first day of each month, with all unpaid principal and accrued interest thereon due and payable July 20, 2000. This Note is the "Revolving Note," in the aggregate principal amount of Two Hundred Fifty Thousand Dollars ($250,000), referenced in the Line of Credit Agreement dated as March 22, 2000, among the Company and lender ("Credit Agreement"), and is issued pursuant to and is entitled to the benefits of the Credit Agreement. Reference is hereby made to the Credit Agreement for a more complete statement of the terms and conditions under which the loans evidenced hereby are made and are to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the office of Lender.

The interest set forth herein shall in no event exceed the maximum lawful interest rate permitted by the laws of the State of California. If, for any circumstances whatsoever, fulfillment of any provision hereof, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, the, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if, for any circumstance, the holder hereof shall ever receive as interest an amount which would be excessive interest, said amount shall be applied to the reduction of the unpaid balance due hereunder and not to the payment of interest. This provision shall control every other provision of all agreements between the Company and the Holders.

No reference herein to the Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of the Company, which is absolutely unconditional, to pay the principal and interest on this Note at the place, at the respective times, and in the currency herein prescribed.

If an Event of Default shall occur, the Holder of the Note may, so long as such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to the Company.

This Note may be prepaid at any time by the Company. The Company may at any time prepay in whole or in part the principal sum, plus accrued interest to date of payment, of this Note.

The rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

Any provision of this Note may be amended, waived or modified upon the written consent of the Company and Holder.

Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or if telegraphed or mailed by registered or certified mail, postage prepaid, at the respective addresses of the parties as set forth herein. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail or telegraphed in the manner set forth above and shall be deemed to have been received when delivered.

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

If this Note is not paid when due, the Company agrees to pay all costs of collection and reasonable attorneys fees incurred by the Holder, whether or not suit is filed.

IN WITNESS WHEREOF, the Company has caused this Note to be issued this 17th day of March, 2000.

SEA VIEW RESTAURANTS, INC.

By: /s/ ALAN REDHEAD
   -------------------------------------
   Alan Redhead
   President

Name of Holder:       Space Partners, a California general partnership
Address:              300 S. Grand Ave., 29th Floor
                      Los Angeles, California 90071

EXHIBIT 10.74

March 6, 2000

Robert A. Kissinger
6 Vicksburg Street
Irvine, CA 92620

Dear Robert,

I am pleased to extend this offer of employment with California Beach Restaurants, Inc. We feel your experience will provide added expertise to our operation and in turn believe the Company can provide you with the opportunity for continued personal and professional development. The following is intended to confirm the specific terms of our employment offer:

You will be a full-time exempt employee of California Beach Restaurants, Inc. effective on your first day of employment which is March 6, 2000. Your starting salary as President of Sea View Restaurants, Inc., Vice-President/Chief Operating Officer of California Beach Restaurants, Inc., and General Manager of Gladstone's 4 Fish in Malibu, will be $105,000 per annum ($4,038.46 per bi-weekly pay period). After completion of one year of continuous employment your salary will be increased to $115,00 per annum ($4,423.08 per bi-weekly pay period) with another increase in annual salary at the completion of your second year of continuous employment to $125,000 per annum ($4,807.69 per bi-weekly pay period). In addition, your annual salary will be increased $10,000 per each additional unit which is added along the way, up to four (4) units. This $10,000 increase per unit is in addition to the agreed upon base salary.

In the event there is a change in control of the Company and you wish not to stay with the new ownership, you will be paid six (6) months severance pay. Also, if during the first six (6) months you are let go for any reason other than for cause, the Company will pay you two (2) months salary. This would increase by one (1) month per quarter until at the end of eighteen (18) months you would receive six (6) months salary. "Cause" shall mean (i) the willful engaging by the Executive in misconduct which is or could reasonably be expected to become materially injurious to the Company, monetarily or otherwise; (ii) conviction of a felony or any crime involving moral turpitude; or (iii) participation in any fraud against or theft from the Company. For purposes of this Agreement, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without a reasonable belief that his action or omission was in the best interests of the Company.

Commencing with the Company's fiscal year 2001 (April 28, 2000), you will be eligible to receive a minimum annual bonus of $25,000 if the consolidated EBITDA for fiscal year 2001 is greater than $1,206,000 with an additional bonus to be mutually agreed upon based upon exceeding the EBITDA target as well as improving sales, head counts, and the levels of service and food quality. This bonus is paid after the completion of the Company's 2001 fiscal year (approximately April 30, 2001). A general rule for bonus calculation is that the bonus expense must be charged to the operating unit prior to final bonus calculation. In the event of a change in control of the Company, your bonus payment will prorated and all salary, vacation, and outstanding reimburseable expenses will be paid.

The Company would like to offer you stock options on 110,000 shares at market price (which we feel is $1.00 per share). These stock options vest over four (4) years and have a ten (10) year life. The opportunity to be awarded additional stock options will be reviewed on an annual basis.

You will be eligible to receive group medical and dental insurance benefits on the first day of the month following 90 days of continuous employment as well as long term disability insurance on the first day of the month following the completion 120 days of continuous employment. The Company will reimburse you for your existing COBRA payments beginning with March of 2000 and continuing until your insurance is effective with California Beach Restaurants, Inc.

Your accrual rate of vacation pay will be at the rate of three weeks per year.

As stated in our application for employment and company policies, this is an at-will employment relationship, and either you or the Company may terminate the relationship for any reason, with or without cause, and with or without advance notice.

Bob, I trust that this letter accurately sets forth the terms of our employment offer. We are very excited at the prospect of you joining our organization. We are confident that your skills will be a tremendous asset and that we will offer you the type of challenges and growth you are seeking.

Your agreement with the terms of this offer letter will be indicated by your signature at the bottom of this letter.

Yours Truly,

CALIFORNIA BEACH RESTAURANTS, INC.

Alan Redhead
President/Chief Executive Officer

I have read, understood, and accept the specific terms of this employment offer.

---------------------------------------------------------------------------------------------------------------
 Principal      Loan Date     Maturity     Loan No      Call     Collateral      Account     Officer   Initials
$500,000.00    06-16-2000    07-06-2001   2789/34-59                 70        11015522447    RB 83
---------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document to
                          any particular loan or item.
---------------------------------------------------------------------------------------------------------------
Borrower:  CALIFORNIA BEACH RESTAURANTS, INC.                Lender:  U.S. Bank National Association
           17383 SUNSET BOULEVARD, NUMBER 140                         15910  Ventura Boulevard
           PACIFIC PALISADES, CA 90272                                Encino, CA 91436
===============================================================================================================

THIS BUSINESS LOAN AGREEMENT between CALIFORNIA BEACH RESTAURANTS, INC. ("Borrower") and U.S. Bank National Association ("Lender") is made and executed on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans and other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. All such loans and financial accommodations, together with all future loans and financial accommodations from Lender to Borrower, are referred to in this Agreement individually as the "Loan" and collectively as the "Loans." Borrower understands and agrees that:
(a) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements, as set forth in this Agreement; (b) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (c) all such Loans shall be and shall remain subject to the following terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of JUNE 20, 2000, and shall continue thereafter until all indebtedness of Borrower to Lender has been performed in full and the parties terminate this Agreement in writing.

DEFINITIONS. The following words shall have the following meanings when used in this Agreement. Terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America.

AGREEMENT. The word "Agreement" means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.

BORROWER. The word "Borrower" means CALIFORNIA BEACH RESTAURANTS, INC.. The word "Borrower" also includes, as applicable, all subsidiaries and affiliates of Borrower as provided below in the paragraph titled "Subsidiaries and Affiliates."

CERCLA. The word "CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

COLLATERAL. The word "Collateral" means and includes without limitation all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, deed of trust, assignment, pledge, chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise.

ERISA. The word "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

EVENT OF DEFAULT. The words "Event of Default" mean and include without limitation any of the Events of Default set forth below in the section titled "EVENTS OF DEFAULT."

GRANTOR. The word "Grantor" means and includes without limitation each and all of the persons or entities granting a Security Interest in any Collateral for the Indebtedness, including without limitation all Borrowers granting such a Security Interest.

GUARANTOR. The word "Guarantor" means and includes without limitation each and all of the guarantors, sureties, and accommodation parties in connection with any indebtedness.

INDEBTEDNESS. The word "Indebtedness" means and includes without limitation all Loans, together with all other obligations, debts and liabilities of Borrower to Lender, or any one or more of them, as well as all claims by Lender against Borrower, or any one or more of them; whether now or hereafter existing, voluntary or involuntary, due or not due, absolute or contingent, liquidated or unliquidated; whether Borrower may be liable individually or jointly with others; whether Borrower may be obligated as a guarantor, surety, or otherwise; whether recovery upon such Indebtedness may be or hereafter may become barred by any statue of limitations; and whether such Indebtedness may be or hereafter may become otherwise unenforceable.

LENDER. The word "Lender" means U.S. Bank National Association, its successors and assigns.

LOAN. The word "Loan" or "Loans" means and includes without limitation any and all commercial loans and financial accommodations from Lender to Borrower, whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time.

NOTE. The word "Note" means and includes without limitation Borrower's promissory note or notes, if any, evidencing Borrower's Loan obligations in favor of Lender, as well as any substitute, replacement or refinancing note or notes therefor.

PERMITTED LIENS. The words "Permitted Liens" means: (a) liens and security interests securing Indebtedness owed by Borrower to Lender; (b) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (c) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (d) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (e) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (f) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets.

RELATED DOCUMENTS. The words "Related Documents" mean and include without limitation all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.

SECURITY AGREEMENT. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest.

SECURITY INTEREST. The words "Security Interest" mean and include without limitation any type of collateral security, whether in the form of a lien,

06-16-2000                  BUSINESS LOAN AGREEMENT                       Page 2
Loan No 2789/34-59                (Continued)
================================================================================

charge, mortgage, deed of trust, assignment, pledge, chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise.

SARA. The word "SARA" means the Superfund Amendments and Reauthorization Act of 1986 as now or hereafter amended.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Loan Advance and each subsequent Loan Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.

LOAN DOCUMENTS. Borrower shall provide to Lender in form satisfactory to Lender the following documents for the Loan: (a) the Note, (b) Security Agreements granting to Lender security interests in the Collateral, (c) Financing Statements perfecting Lender's Security Interests; (d) evidence of insurance as required below; and (e) any other documents required under this Agreement or by Lender or its counsel, including without limitation any guaranties described below.

BORROWER'S AUTHORIZATION. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents, and such other authorizations and other documents and instruments as Lender or its counsel, in their sole discretion, may require.

PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement or any Related Document.

REPRESENTATIONS AND WARRANTIES. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct.

NO EVENT OF DEFAULT. There shall not exist at the time of any advance a condition which would constitute an Event of Default under this Agreement.

REPRESENTATION AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of Loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:

ORGANIZATION. Borrower is a corporation which is duly organized, validly existing, and in good standing under the laws of the State of California and is validly existing and in good standing in all states in which Borrower is doing business. Borrower has the full power and authority to own its properties and to transact the businesses in which it is presently engaged or presently proposes to engage. Borrower also is duly qualified as a foreign corporation and is in good standing in all states in which the failure to so qualify would have a material adverse effect on its businesses or financial condition.

AUTHORIZATION. The execution, delivery, and performance of this Agreement and all Related Documents by Borrower, to the extent to be executed, delivered or performed by Borrower, have been duly authorized by all necessary action by Borrower; do not require the consent or approval of any other person, regulatory authority or governmental body; and do not conflict with, result in a violation of, or constitute a default under (a) any provision of its articles or incorporation or organization, or bylaws, or any agreement or other instrument binding upon Borrower or (b) any law, governmental regulation, court decree, or order applicable to Borrower.

FINANCIAL INFORMATION. Each financial statement of Borrower supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.

LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement required hereunder to be given by Borrower when delivered will constitute, legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with their respective terms.

PROPERTIES. Except as contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used, or filed a financing statement under, any other name for at least the last five (5) years.

HAZARDOUS SUBSTANCES. The terms "hazardous waste," "disposal," "release," and "threatened release," as used in this Agreement, shall have the same meanings as set forth in the "CERCLA," "SARA," the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the California Health and Safety Code,
Section 25100, et seq., or other applicable state or Federal laws, rules, or regulations adopted pursuant to any of the foregoing. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (a) During the period of Borrower's ownership of the properties, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous waste or substance by any person on, under, about or from any of the properties.
(b) Borrower has no knowledge of, or reason to believe that there has been
(i) any use, generation, manufacture, storage, treatment, disposal, release, or threatened release of any hazardous waste or substance on, under, about or from the properties by any prior owners or occupants of any of the properties, or (ii) any actual or threatened litigation or claims of any kind by any person relating to such matters. (c) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the properties shall use, generate, manufacture, store, treat, dispose of, or release any hazardous waste or substance on, under, about or from any of the properties; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation those laws, regulations and ordinances described above. Borrower authorizes Lender and its agents to enter upon the properties to make such inspections and tests as Lender may deem appropriate to determine compliance of the properties with this section of the Agreement. Any inspection or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the properties for hazardous waste and hazardous substances. Borrower hereby (a) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (b) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the properties. The provisions of this section of the Agreement, including the obligation to indemnify, shall survive the payment of the Indebtedness and the termination or expiration of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the properties, whether by foreclosure or otherwise.

LITIGATION AND CLAIMS. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition of properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

TAXES. To the best of Borrower's knowledge, all tax returns and reports of Borrower that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have paid in full, except those presently being or to be contested by Borrower in good

06-16-2000                  BUSINESS LOAN AGREEMENT                      Page 3
LOAN NO 2789/34-59                (CONTINUED)
===============================================================================

faith in the ordinary course of business and for which adequate reserves have been provided.

LIEN PRIORITY. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral.

BINDING EFFECT. This Agreement, the Note, all Security Agreements directly or indirectly securing repayment of Borrower's Loan and Note and all of the Related Documents are binding upon Borrower as well as upon Borrower's successors, representatives and assigns, and are legally enforceable in accordance with their respective terms.

COMMERCIAL PURPOSES. Borrower intends to use the Loan proceed solely for business or commercial related purposes.

EMPLOYEE BENEFIT PLANS. Each employee benefit plan as to which Borrower may have any liability complies in all material respects with all applicable requirements of law and regulations, and (i) no Reportable Event nor Prohibited Transaction (as defined in ERISA) has occurred with respect to any such plan, (ii) Borrower has not withdrawn from any such plan or initiated steps to do so, (iii) no steps have been taken to terminate any such plan, and (iv) there are not unfunded liabilities other than those previously disclosed to Lender in writing.

LOCATION OF BORROWER'S OFFICES AND RECORDS. Borrower's place of business, or Borrower's Chief executive office, if Borrower has more than one place of business, is located at 17383 SUNSET BOULEVARD, NUMBER 140, PACIFIC PALISADES, CA 90272. Unless Borrower has designated otherwise in writing this location is also the office or offices where Borrower keeps its records concerning the Collateral.

INFORMATION. All information heretofore or contemporaneously herewith furnished by Borrower to Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all information hereafter furnished by or on behalf of Borrower to Lender will be, true and accurate in every material respect on the date as of which such information is dated or certified; and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and agrees that Lender, without independent investigation is relying upon the above representations and warranties in extending Loan Advances to Borrower. Borrower further agrees that the foregoing representations and warranties shall be continuing in nature and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, while this Agreement is in effect, Borrower will:

LITIGATION. Promptly inform Lender in writing of (a) all material adverse changes in Borrower's financial condition, and (b) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.

FINANCIAL RECORDS. Maintain its books and records in accordance with generally accepted accounting principles, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times.

ADDITIONAL INFORMATION. Furnish such additional information and statements, lists of assets and liabilities, agings of receivables and payables, inventory schedules, budgets, forecasts, tax returns, and other reports with respect to Borrower's financial condition and business operations as Lender may request from time to time.

INSURANCE. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties and operations, in form, amounts, coverages and with insurance companies reasonably acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days' prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such loss payable or other endorsements as Lender may require.

INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (a) the name of the insurer; (b) the risks insured; (c) the amount of the policy;
(d) the properties insured; (e) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (f) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.

GUARANTIES. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantor named below, on Lender's forms, and in the amount and under the conditions spelled out in those guaranties.

GUARANTOR                 AMOUNT
---------                 ------
                         Unlimited

OTHER AGREEMENTS. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower any other party and notify Lender immediately in writing of any default in connection with any other such agreements.

LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in writing.

TAXES, CHARGES AND LIENS. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien or claim so long as (a) the legality of the same shall be contested in good faith by appropriate proceedings, and (b) Borrower shall have established on its books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance with generally accepted accounting practices. Borrower, upon demand of Lender, will furnish to Lender evidence of payment of the assessments, taxes, charges, levies, liens and claims and will authorize the appropriate governmental official to deliver to Lender at any time a written statement of any assessments, taxes, charges, levies, liens and claims against Borrower's properties, income, or profits.

PERFORMANCE. Perform and comply with all terms, conditions, and provisions set forth in this Agreement and in the Related Documents in a timely manner, and promptly notify Lender if Borrower learns of the occurrence of any event which constitutes an Event of Default under this Agreement or under any of the Related Documents.

OPERATIONS. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs

06-16-2000                  BUSINESS LOAN AGREEMENT                       Page 4
Loan No 2789/34-59                (Continued)
================================================================================

in a reasonable and prudent manner and in compliance with all applicable federal, state and municipal laws, ordinances, rules and regulations respecting its properties, charters, businesses and operations, including without limitations, compliance with the Americans With Disabilities Act and with all minimum funding standards and other requirements of ERISA and other laws applicable to Borrower's employee benefit plans.

INSPECTION. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense.

COMPLIANCE CERTIFICATE. Unless waived in writing by Lender, provide Lender NOT REQUIRED and at the time of each disbursement of Loan proceeds with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representation and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement.

ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all respects with all environmental protection federal, state and local laws, statutes, regulations and ordinances: not cause or permit to exist, as a result of an intentional or unintentional action or omission on its part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities: shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources.

ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law, rule, regulation or guideline, or the interpretation or application of any thereof by any court or administrative or governmental authority (including any request or policy not having the force of law) shall impose, modify or make applicable any taxes (except U.S. federal, state or local income or franchise taxes imposed on Lender), reserve requirements, capital adequacy requirements or other obligations which would (a) increase the cost to Lender for extending or maintaining the credit facilities to which this Agreement relates, (b) reduce the amounts payable to Lender under this Agreement or the Related Documents, or
(c) reduce the rate of return on Lender's capital as a consequence of Lender's obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees to pay Lender such additional amounts as will compensate Lender therefor, within five (5) days after Lender's written demand for such payment, which demand shall be accompanied by an explanation of such imposition or charge and a calculation in reasonable detail of the additional amounts payable by Borrower, which explanation and calculations shall be conclusive in the absence of manifest error.

NEGATIVE COVENANT. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender:

INDEBTEDNESS AND LIENS. (a) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume indebtedness for borrowed money, including capital leases, (b) except as allowed as a Permitted Lien, sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets, or (c) sell with recourse any of Borrower's accounts, except to Lender.

CONTINUITY OF OPERATIONS. (a) Engage in any business activities substantially different than those in which Borrower is presently engaged,
(b) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change ownership, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, (c) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of stock of Borrower, or (d) purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.

LOANS, ACQUISITIONS AND GUARANTIES. (a) Loan, invest in or advance money or assets, (b) purchase, create or acquire any interest in any other enterprise or entity, or (c) incur any obligation as surety or guarantor other than in the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (c) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (e) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred.

ACCESS LAWS. Without limiting the generality of any provision of this agreement requiring Borrower to comply with applicable laws, rules, and regulations, Borrower agrees that it will at all times comply with applicable laws relating to disabled access including, but not limited to, all applicable titles of the Americans with Disabilities Act of 1990.

SUBLIMIT. SUBJECT TO THE TERMS OF THIS AGREEMENT, LENDER WILL ISSUE STANDBY LETTERS OF CREDIT (EACH A "LETTER OF CREDIT") ON BEHALF OF BORROWER TO SUPPORT BORROWER'S PURCHASE OF INVENTORY OR FOR OTHER BUSINESS PURPOSES AGREED TO BY LENDER. AT NO TIME, HOWEVER, SHALL THE TOTAL FACE AMOUNT OF ALL LETTERS CREDIT OUTSTANDING, LESS ANY PARTIAL DRAWS PAID UNDER THE LETTERS OF CREDIT WILL EXCEED THE SUM OF $450,000.00. THERE WILL BE A 2.00% PER ANNUM FEE FOR THE ISSUANCE OF LETTERS OF CREDIT.

(a) UPON LENDER'S REQUEST, BORROWER PROMPTLY SHALL PAY TO LENDER ISSUANCE FEES AND SUCH OTHER FEES, COMMISSIONS, COSTS AND ANY OUT-OF-POCKET EXPENSES CHARGED OR INCURRED BY LENDER WITH RESPECT TO ANY LETTER OF CREDIT.

(b) THE COMMITMENT BY LENDER TO ISSUE LETTERS OF CREDIT SHALL, UNLESS EARLIER TERMINATED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AUTOMATICALLY TERMINATE ON THE MATURITY DATE AND NO LETTER OF CREDIT SHALL EXPIRE BEYOND THE MATURITY DATE.

(c)EACH LETTER OF CREDIT SHALL BE IN FROM AND SUBSTANCE SATISFACTORY TO LENDER AND IN FAVOR OF BENEFICIARIES

06-16-2000                  BUSINESS LOAN AGREEMENT                      Page 5
LOAN NO 2789/34-59                (CONTINUED)
===============================================================================

SATISFACTORY TO LENDER, PROVIDED THAT LENDER MAY REFUSE TO ISSUE A LETTER OF CREDIT DUE TO THE NATURE OF THE TRANSACTION OR ITS TERMS OR IN CONNECTION WITH ANY TRANSACTION WHERE LENDER, DUE TO BENEFICIARY OR THE NATIONALITY OR RESIDENCE OF THE BENEFICIARY, WOULD BE PROHIBITED BY ANY APPLICABLE LAW, REGULATION, OR ORDER FROM ISSUING SUCH LETTER OF CREDIT.

(d) PRIOR TO THE ISSUANCE OF EACH LETTER OF CREDIT, AND IN ALL EVENTS PRIOR TO ANY DAILY CUTOFF TIME LENDER MAY HAVE ESTABLISHED FOR PURPOSES THEREOF, BORROWER SHALL DELIVER TO LENDER A DULY EXECUTED FROM OF LENDERS STANDARD FORM OF APPLICATION FOR ISSUANCE OF LETTER OF CREDIT WITH PROPERTY INSERTIONS.

BORROWER'S SUBMISSION OF THE 10-Q REPORT. Borrower covenants and agrees with Lender that, while this Agreement is in effect. Borrower will furnish to Lender, no later than sixty (60) days of quarter end, a copy of Borrower's 10-Q report.

BORROWER'S SUBMISSION OF THE 10-K REPORT. Borrower covenants and agrees with Lender that, while this Agreement is in effect, Borrower will furnish to Lender, no later than one hundred five (105) days of fiscal year end the 10-K report.

GUARANTOR'S SUBMISSION OF AUDITED BALANCE SHEET. Borrower covenants and agrees with Lender that, while this Agreement is in effect, each Guarantor will furnish will furnish to Lender the following: As soon as available, but in no event later than one hundred five (105) days after the end of each year. Guarantor's Certified Public Accountant Audited Balance Sheet for such yearly period.

CURRENT RATIO. BORROWER AGREES TO MAINTAIN A CURRENT RATIO OF 20 TO 1.00.

DEBT SERVICE COVERAGE RATIO. BORROWER AGREES TO MAINTAIN DEBT SERVICE COVERAGE RATIO AT NOT LESS THAN THE FOLLOWING LEVEL: 1.25 TO 1.00. DEFINED AS (EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION/AMORTIZATION) DIVIDED BY (CURRENT PORTION LONG TERM DEBT PLUS INTEREST MEASURED QUARTERLY). THIS DEFINITION SHALL SUPERSEDE ANY INCONSISTENT DEFINITION IN THIS AGREEMENT.

COMPLIANCE TESTED. Compliance with all covenants and ratios shall be determined by calculating the ratios/amounts as of the end of each fiscal quarter.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right, title and interest in and to, Borrower's accounts with Lender (whether checking, savings, or some other account), including without limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, excluding however all IRA and Keogh accounts, and all trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts.

EVENTS OF DEFAULTS. Each of the following shall constitute an Event of Default under this Agreement.

DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when due on the Loans.

OTHER DEFAULTS. Failure of Borrower or any Grantor to comply with or to perform when due any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents, or failure of Borrower to comply with or to perform any other term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Grantor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents.

FALSE STATEMENTS. Any warranty, representation or statement made or furnished to Lender by or on behalf of Borrower or any Grantor under this Agreement or the Related Documents is false or misleading in any material respect at the time made or furnished, or becomes false or misleading at any time thereafter.

DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any Security Agreement to create a valid and perfected Security interest) at any time and for any reason.

INSOLVENCY. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower, any creditor of any Grantor against any collateral securing the Indebtedness, or by any governmental agency. This includes a garnishment, attachment, or levy on or of any of Borrower's deposit accounts with Lender.

EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.

CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

ADVERSE CHANGE. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired.

INSECURITY. Lender, in good faith, deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:

AMENDMENTS. This Amendment, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

APPLICABLE LAW. This Agreement has been delivered to Lender and accepted by Lender in the State of California. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Sacramento County, the State of California. Subject

06-16-2000                  BUSINESS LOAN AGREEMENT                      Page 6
LOAN NO 2789/34-59                (CONTINUED)
===============================================================================

to the provisions on arbitration, this Agreement shall be governed by and construed in accordance with the laws of the State of California.

ARBITRATION. Lender and Borrower agree that all disputes, claims and controversies between them, whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order, invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Lender and Borrower agree that in the event of an action for judicial foreclosure pursuant to California Code of Civil Procedure Section 726, or any similar provision in any other state, the commencement of such an action will not constitute a waiver of the right to arbitrate and the court shall refer to arbitration as much of such action, including counterclaims, as lawfully may be referred to arbitration. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise by applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision.

CAPTION HEADINGS. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loans to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy it may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loans and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loans irrespective of the failure or insolvency of any holder of any interest in the Loans. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender.

COSTS AND EXPENSES. Borrower agrees to pay upon demand all of Lender's expenses, including without limitation attorneys' fees, incurred in connection with the preparation, execution, enforcement, modification and collection of this Agreement or in connection with the Loans made pursuant to this Agreement. Lender may pay someone else to help collect the Loans and to enforce this Agreement, and Borrower will pay that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also will pay any court costs, in addition to all other sums provided by law.

NOTICES. All notices required to be given under this Agreement shall be given in writing, may be sent by telefacsimile (unless otherwise required by law), and shall be effective when actually delivered or when deposited with a nationally recognized overnight courier or deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown above. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change its address. To the extent permitted by applicable law, if there is more than one Borrower, notice to any Borrower will constitute notice to all Borrowers. For notice purposes, Borrower will keep Lender informed at all times of Borrower's current address(es).

SEVERABILITY. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.

SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used herein shall include all subsidiaries and affiliates of Borrower. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any subsidiary or affiliate of Borrower.

SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or on behalf of Borrower shall bind its successors and assigns and shall inure to the benefit of Lender, it successors and assigns. Borrower shall not, however, have the right to assign its rights under this Agreement or any interest therein, without the prior written consent of Lender.

SURVIVAL. All warranties, representations, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement shall be considered to have been relied upon by Lender and will survive the making of the Loan and delivery to Lender of the Related Documents, regardless of any investigation made by Lender or on Lender's behalf.

TIME IS OF THE ESSENCE. Time is of the essence in the performance of this Agreement.

WAIVER. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any obligations of Borrower or of any Grantor as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent in subsequent instances where such consent is required, and in all cases such consent may be granted or withheld in the sole discretion of Lender.

06-16-2000                  BUSINESS LOAN AGREEMENT                      Page 7
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===============================================================================

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF JUNE 16, 2000.

BORROWER:

CALIFORNIA BEACH RESTAURANTS, INC.

LENDER:

U.S. Bank National Association

DATED AS OF:                        7-6-00
                        ----------------------------------

APPLICANT:              CALIFORNIA BEACH RESTAURANTS, INC.
                        ----------------------------------
                        SEAVIEW, RESTAURANTS, INC.
                        ----------------------------------
                        17383 SUNSET BLVD. #100
                        ----------------------------------
                        PACIFIC PALISADES, CA 90272
                        ----------------------------------

CORRESPONDENT BANK:
                        ----------------------------------

                        ----------------------------------

                        ----------------------------------

From time to time any person signing this Agreement as Applicant or Correspondent Bank (either or both, "Applicant") may request U.S. Bank to issue or to request one of its affiliates to issue one or more irrevocable standby letters of credit (each, a "Credit") substantially in accordance with the terms of any application (each, an "Application") submitted to U.S. Bank by Applicant.

In consideration of the issuance by U.S. Bank or an affiliate of U.S. Bank (each such affiliated issuer, an "Other Issuer") of one or more Credits, each Applicant agrees that the following terms shall apply to each Application and each Credit issued by U.S. Bank or any Other Issuer (either or both, "Bank").

1. OBLIGATIONS

a. Applicant promises to pay Bank on demand at U.S. Bank's International Banking Office, Portland, Oregon:

i. The amount of each draft or other request for payment ("draft") drawn under the Credit. For amounts payable in United States currency, Applicant agrees to reimburse Bank in United States currency. For amounts payable in other currency, Applicant agrees to reimburse Bank an equivalent amount in United States currency at Bank's then current selling rate for telecommunications transfer of such other currency to the place the draft is payable, or at Bank's option, in any other currency, place, form and manner acceptable to Bank. If Bank so demands, Applicant promises to pay Bank in advance, in United States currency, all sums necessary to put Bank in funds to pay all such drafts whether payable in United States currency or otherwise.

ii. Bank's fees, at the per annum rate fixed by Bank, for the period from the date of issuance to the expiry date of the Credit. Such fees shall be payable from time to time, in advance, at such intervals as Bank may require and shall be nonrefundable, whether or not the Credit is drawn upon, reduced in time or amount or otherwise modified.

iii. The entire principal amount which has not been drawn under the Credit, to be held by Bank as collateral for any draws. Any such amount which is not applied to reimbursement of draws shall be refunded to Applicant within thirty (30) days after the expiry date of the Credit, with interest at U.S. Bank's lowest savings account rate then in effect.

iv. All taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any nature whatsoever paid or incurred by Bank in connection with this Agreement, the Credit or any related transactions, and any liability with respect thereto (including but not limited to interest, penalties and expenses).

v. Interest on all amounts due under this Agreement from the applicable due date until paid at a per annum rate equal to the sum of U.S. Bank's prime rate, as that rate may vary from time to time, plus 5%. Interest shall be calculated on the basis of a 360-day year and the actual number of days elapsed. U.S. Bank's prime rate is the rate which U.S. Bank from time to time established as its prime rate and is not, for example, the lowest rate of interest which U.S. Bank collects from any borrower or class of borrowers.

b. Without limiting Applicant's obligations to any Other Issuer, but without duplication, Applicant promises to pay to U.S. Bank on demand, at U.S. Bank's International Banking Office in Portland, Oregon, an

TO: [ ] United States National Bank of Oregon   [ ] U.S. Bank of Nevada
    [X] U.S. Bank of California                 [ ] U.S. Bank of Utah
    [ ] U.S. Bank of Idaho                      [ ] U.S. Bank of Washington,
                                                    National Association

------------------------------------------------------------------------------
Date    CUSTOMER REFERENCE          L/C NUMBER          AMENDMENT NUMBER
                                    SLC PPDX00619
------------------------------------------------------------------------------

Please amend or request one of your affiliates to amend on our behalf the above-rerenced letter of credit ("Credit")

ACCOUNT PARTY                              BENEFICIARY

CALIFORNIA BEACH RESTAURANTS, INC.         COUNTY OF LOS ANGELES

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

PLEASE AMEND AS FOLLOWS:
ONE YEAR EXTENSION JULY 6, 2001. FOR AMOUNT OF $437,500.

If Oregon law applies the following disclosure is required: Under Oregon law, most agreements, promises and commitments made by lenders after October 3, 1989, concerning loans and other credit extensions which are not for personal, family, or household purposes or secured solely by the borrower's residence must be in writing, express consideration, and be signed by the lender to be enforceable.

--------------------------------------------------------------------------------
ACCOUNT NUMBER     TELEPHONE NUMBER          APPLICANT NAME
1-643-0112-1640     310-459-9676             CALIFORNIA BEACH RESTAURANTS, INC.
--------------------------------------------------------------------------------
STREET ADDRESS                   CITY                     STATE       ZIP
17383 SUNSET BLVD. #140          PACIFIC PALISADES,       CA          90272
--------------------------------------------------------------------------------
AUTHORIZED SIGNATURE                        TITLE

x  /s/ [SIGNATURE ILLEGIBLE]                  [TITLE ILLEGIBLE]
--------------------------------------------------------------------------------
CORRESPONDENT BANK AGREEMENT (IF APPLICABLE)
--------------------------------------------------------------------------------
CORRESPONDENT BANK NAME          AUTHORIZED SIGNATURE       TITLE         DATE

--------------------------------------------------------------------------------
FOR ADMINISTRATIVE USE ONLY     Applicant's signature is verified and authority
                                to sign is confirmed. This extension of credit
                                is approved in accordance with the Bank's
                                current requirements.
--------------------------------------------------------------------------------

OFFICIAL SIGNATURE OFFICER'S NAME AND NUMBER FBE

(PLEASE PRINT)

x /s/ Richard Bercer Richard Bercer     R-B83    [ ] Rate Manual [ ] Other_____
--------------------------------------------------------------------------------

OBLIGOR NUMBER     OBLIGATION NUMBER   OBL TYPE        MAIL CODE      COMPANY/COST CENTER     TELEPHONE NUMBER
/ / / / / / / /    /0/0/0/0/0/ / / /   / / /0/ / /   / CALM 2789     /   2789                / (818) 817-7237

Applicant acknowledges receipt of a completed copy of this Agreement

APPLICANT:                              CORRESPONDENT BANK: (if applicable)

CALIFORNIA BEACH RESTAURANTS, INC.
-----------------------------------      --------------------------------

By: ALAN REDHEAD                         By:
   --------------------------------         -----------------------------

Title: President                         Title:
       ----------------------------            --------------------------

FOR BANK USE - Signature verified authority to sign confirm.

SCHEDULE TO CONTINUING AGREEMENT FOR
STANDBY LETTERS OF CREDIT

The provisions of this Schedule 1 are hereby incorporated in and made a part of the Continuing Agreement for Standby Letters of Credit ("Agreement") executed by California Beach Restaurants, Inc. ("Applicant") and if applicable, by Correspondent Bank dated ________________ and delivered to U.S. Bank. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.

1. This Schedule 1 replaces the Schedule 1 executed by Applicant dated _________. (If no date is inserted, this is not a replacement Schedule 1).

2. Subject to any limitations below, any one of the persons whose name, title and signature appears below is authorized to give instructions to Bank and to execute and/or transmit Applications, requests for amendments, instructions regarding discrepancies and other communications of any nature regarding any Credit to Bank.

NAME                   TITLE             SIGNATURE          AUTHORITY LIMITS


ALAN REDHEAD         PRESIDENT        /s/ ALAN REDHEAD           500,000
-----------------   -------------     --------------------   --------------

ROBERT KISSINCOR    V. PRESIDENT      /s/ ROBERT KISSINCOR       500,000
-----------------   -------------     --------------------   --------------

-----------------   -------------     --------------------   --------------

3. If Correspondent Bank is signing this agreement:

(a) The latest Schedule A to the Correspondent Bank Letter of Credit Agreement is incorporated herein by reference.

(b) Correspondent Bank agrees that, subject to any limitations listed above, any person authorized above to act for Applicant may, without further consent of Correspondent Bank, take the following actions:

4. Bank is authorized to automatically deduct from Account No. 164301120709 with U.S. Bank's __________ Branch, all amounts which become due under the Agreement, as specified in Section 1(d) of the Agreement. (If no account number is specified, automatic deductions are not authorized.)

5. This Schedule 1 shall be effective upon receipt by Bank.

APPLICANT:                              CORRESPONDENT BANK; (if applicable)

CALIFORNIA BEACH RESTAURANTS, INC.
-----------------------------------      --------------------------------

By: ALAN REDHEAD                         By:
   --------------------------------         -----------------------------

Title: President                         Title:
       ----------------------------            --------------------------

FOR BANK USE - Signature verified and authority to sign confirmed.

EXHIBIT 10.77

SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT

THIS AMENDMENT TO BUSINESS LOAN AGREEMENT, made and entered into as of the 25th day of March, 2000, by and between U.S. BANK NATIONAL ASSOCIATION, (hereinafter referred to as "Lender"), and California Beach Restaurants, Inc., a(n) California Corporation with its chief executive office at 17383 Sunset Boulevard, #140, Pacific Palisades, CA 90272 (hereinafter referred to as "Borrower").

RECITALS

The parties entered into a business loan agreement dated as of July 7, 1999 (hereinafter referred to as the "Agreement"), and the parties now desire to amend the Agreement as hereinafter provided. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.

NOW, THEREFORE, the parties mutually agree as follows:

1. The Agreement is hereby amended as follows:

a) The DEBT SERVICE COVERAGE RATIO is hereby amended to 0.70 to 1.00 at April 30, 2000, increasing to 1.25 to 1.00 for the first quarter ending July 31, 2000, and thereafter.

b) $250,000.00 in additional indebtedness is allowed for a maximum of one hundred twenty (120) days, starting from the date of the initial advance.

2. Except as herein amended, each and all of the terms and provisions of the Agreement shall be and remain in full force and effect during the term thereof

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement, in duplicate, as of the date first hereinabove written.

Borrower hereby acknowledges receipt of a copy of this Amendment

California Beach Restaurants, Inc.

By: /s/ [illegible]             Title: CFO
   -------------------------           ------------------
   Authorized Officer

U.S. BANK NATIONAL ASSOCIATION

By: /s/ [SIGNATURE ILLEGIBLE]
    --------------------------
Title: Vice-President
       -----------------------