SECOND AMENDMENT TO LEASE
Second Amendment dated as of November 28, 1998 to lease agreement ("Lease")
between Vestar California XXIII, L.L.C., an Arizona limited liability company,
as Assignee from DP Partnership ("Landlord") and Cabrillo Lanes, Inc., a New
York corporation, dba the Grove Bowling Center ("Tenant").

                                    RECITALS

A.   Landlord and Tenant have previously entered into the Lease, as amended by a
     First Amendment dated as of November 1, 1996 ("First Amendment").

B.   Tenant has requested a  postponement  of the first payment of deferred rent
     due to Landlord per paragraph 3.A of the First  Amendment from November 28,
     1998 to December 21, 1998 and  Landlord is  agreeable to such  extension on
     the following terms:

NOW, THEREFORE, Landlord and Tenant agree to amend the Lease as follows pursuant
to this Second Amendment ("Second Amendment"):

                                   AGREEMENTS.

1.  Paragraph 5.2(b) of the Lease is amended to extend the one-third (1/3)
    payment of Deferred Rent due on November 28, 1998 to the date of December
    21, 1998.

2. This Second Amendment may be executed by facsimile counterpart signatures.

3.  Except as set forth in this Second Amendment, the Lease remains in full
    force and effect. Tenant hereby reaffirms all agreements, covenants and
    promises set forth in the Lease. All references in the Lease to "this Lease"
    shall be deemed references to the Lease as modified by this Second
    Amendment.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and
 year first herein above set forth.

 LANDLORD:

VESTAR CALIFORNIA XXIII, L.L.C., an Arizona
limited liability company

By: Hanley Investments Limited Partnership, an
    Arizona limited partnership Its: Managing Member

        By: Hanley Corporation, an Arizona
           corporation Its:  General Partner

               By:
               Its: President

 TENANT:
CABRILLO LANES, INC., a New York corporation

 By: /S/ HAROLD S. ELKAN
 Name: Harold S. Elkan, President

By its signature below, Sports Arena, Inc. hereby (i) expressly consents to,
acknowledges and joins in terms of the Second Amendment to Lease between Vestar
California XXIII, L.L.C. ("Landlord") and Cabrillo Lanes, Inc. (a wholly owned
company of Sports Arena, Inc.); and (ii) makes, adopts and reaffirms for the
benefit of Landlord each of its covenants, obligations and agreements made in
that certain Guaranty of Lease dated January 3, 1994, as if it expressly made
each such covenant, obligation and agreement in this Second Amendment.

 SPORTS ARENAS, INC.
 By: /S/ Harold S. Elkan
 Name: Harold S. Elkan
 Its: President