AGREEMENT

         THIS  AGREEMENT  is made as of this 5th day of December,  1995,  by and
among UNITED BRODY CORP., a New York corporation,  having a place of business at
Leggett  Road,  Ghent,  New  York,  12075  (hereinafter  "Licensor"),   and  ARK
STEAKHOUSE CORP., a Nevada corporation,  having an office at c/o Ark Restaurants
Corp.,  85 Fifth Avenue,  14th Floor,  New York,  New York,  10003  (hereinafter
"Licensee").

                              W I T N E S S E T H:

         WHEREAS,  the Licensor is the owner of a certain  service mark,  namely
"GALLAGHER'S", which has been registered with the Patent and Trademark Office of
the United  States of America  under  Registration  No.  1,507,546  (hereinafter
"Service Mark"), and

         WHEREAS, the Licensor is engaged in the restaurant business in the City
of New York, New York, and in connection  therewith,  Licensor has established a
national and international  reputation for high-quality  foods and fine service,
all of which has created  substantial value in the Service Mark above described,
and

         WHEREAS, Licensee recognizes and acknowledges the value of such Service
Mark,  as well as the  benefits  to be derived  from being  identified  with and
licensed by Licensor, with


                                      -2-





respect to the limited use of such Service Mark, and

         WHEREAS,  the Licensee desires to acquire the limited right to use such
Service Mark in  connection  with the  operation  of a restaurant  at Las Vegas,
Nevada.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained, the parties agree as follows:

         1. USE OF NAME (SERVICE MARK);  TERMINATION OF USE:  Licensor gives and
grants to Licensee  during the term of this  Agreement a limited  license to use
the Service Mark  "Gallagher's"  alone or together with the name "New York,  New
York", or together with the name "Las Vegas",  or together with both such names,
or any other,  or any  variation  thereof as may be  approved  in writing by the
Licensor, in Licensor's absolute discretion,  exclusively for the operation of a
business of a restaurant at Las Vegas, Nevada (hereinafter "Restaurant") for the
sale at retail of full-service meals, in a sit-down  environment  (non-fast-food
style),  and also to be  permitted  to  engage in the sale of "take  out"  food,
catering and the retail sale of food items  (excluding  mail order and excluding
locations  other than within the City limits of Las Vegas,  Nevada),  subject to
and in accordance with the terms, conditions and standards set forth herein. The
Licensee agrees to use Licensor's  Service Mark and name in connection with, and
exclusively  for,  the  promotion  and  conduct of the  Restaurant,  as provided
hereunder,  in accordance  with the standards  and terms and  conditions  stated
herein.  The Licensee  recognizes and acknowledges that the Licensor is the sole
and exclusive  owner of the Licensor's  Service Mark and agrees that it will not
register nor attempt to register  such Service Mark or any


                                      -3-








confusingly  similar  mark in its own name or that of any  other  firm,  person,
corporation or entity,  whatsoever, and that Licensee will not use the aforesaid
Service Mark or any  confusingly  similar mark as any part of any corporate name
or in connection with any enterprise other than the Restaurant. Immediately upon
the expiration or termination of this  Agreement,  the Licensee  agrees to cease
and forever  abstain from the use of the aforesaid  Service Mark and Licensee at
its sole cost and  expenses,  shall either  destroy or return to  Licensor,  all
documents,  instruments,  display items,  including  stationery,  identification
cards, building signage, menus, invoices,  matchbooks,  and the like bearing the
aforesaid Service Mark.

         The  delivery of all such  materials as are required to be delivered to
the  Licensor  hereunder  shall  be made by the  Licensee  to the  Licensor,  at
Licensee's prepaid expense, free and clear of all charges or liens, at the place
for notice hereinafter  described or at such other place within the State of New
York, as the Licensor  shall  indicate in writing.  Such delivery  shall be made
immediately  upon the expiration or termination of this Agreement,  irrespective
of the reason for termination.

         The Licensee,  after the expiration or other termination hereof,  shall
not  directly  or  indirectly  contest  or aid in  contesting  the  validity  or
ownership  of the Service Mark or any action  whatsoever  in  derogation  of the
Licensor's claimed rights therein.  Nothing contained in this Agreement shall be
construed  to vest in the  Licensee  any right,  title or  interest in or to the
Licensor's Service Mark, the good will now or hereafter associated therewith, or
any right in the design or any such  Service  Mark or the  character of any such
signage in  connection  therewith,  other than the rights and license  expressly
granted herein.  Any and all good will


                                      -4-






associated with the Licensor's Service Mark shall inure directly and exclusively
to the benefit of and is the property of the Licensor.

         All  advertising by the Licensee  shall be in good taste.  The Licensee
shall refrain from the use of the Licensor's Service Mark in conjunction with or
integrated with any other tradename or Service Mark or any  accompanying  words,
insignias or symbols,  except as hereinabove  approved, or as expressly approved
by the Licensor, or as may be expressly required by law.

         2. ANNUAL MINIMUM  LICENSE FEE: The Annual Minimum License Fee shall be
Ten Thousand Dollars  ($10,000) per year. Such minimum fee for the first year of
the term of this agreement is being paid concurrently with the execution of this
Agreement.  If the lease for the Restaurant  (the "Lease") is not executed on or
before  September 30, 1996, the Licensor shall return to the Licensee  $5,000 of
such minimum fee for the first year and upon such payment this  agreement  shall
be null and void and neither party shall have any liability hereunder.


         The Annual  Minimum  License Fee, for each year during the term of this
agreement,  shall be  applied  against an Annual  License  Fee  computed  at two
percent (2%) of Licensee's gross sales (as hereinafter defined).  Payments to be
made  monthly on account of such  license  fee on or before the 15th day of each
month  beginning  in the  month  immediately  following  the  month in which the
restaurant  commences operation and the same shall be based upon the gross sales
of the preceding calendar month.


                                      -5-









         For the purposes of this Paragraph 2, each twelve month period shall be
based on Licensee's  fiscal year ending on the Saturday  nearest  September 30th
and shall consist of the twelve months or shorter period ending on such date and
the first year of the term of this  agreement  (which may be shorter than twelve
months)  shall be deemed to begin on the date Licensee  commences  operations at
the Restaurant.

         The terms  "gross  sales"  shall mean the  aggregate  of all  receipts,
revenues and income, however  characterized,  resulting or derived directly from
the  operation  of the  Restaurant  during the term.  Gross sales shall  include
revenues  from the sale at the  Restaurant,  for cash or  credit,  of all  food,
beverages   (including  alcoholic   beverages),   goods,  wares  or  merchandise
customarily  produced  for  retail  sale to the  consumer  public at a  sit-down
restaurant operation both served at the premises or catered off premises.  Gross
sales  shall not  include  (i) any sales,  excise or other  taxes  collected  or
received  by the  Licensee in  connection  with the  Restaurant  and paid to the
taxing authorities by Licensee,  (ii) gratuities to employees paid by Licensee's
customers,  and (iii) the amount of sales otherwise  included in the gross sales
which  are  received  for  payment  of  "complimentary  meals"  supplied  to the
casino/hotel  guests,  patrons and executives for which the Licensee  receives a
discounted payment below the stated menu prices; further provided, however, that
solely  for  purposes  of  calculating  gross  sales the total of such  excluded
"complimentary meals" shall be limited to $500,000 per annum (or with respect to
any period less than a year, $500,000 multiplied by a fraction, the numerator of
which  shall  be the  number  of days in such  period  less  than a year and the
denominator of which shall be 365).


                                      -6-








         3. ACCOUNTING  PROCEDURE:  Licensee agrees to keep complete  records of
the gross receipts of the Restaurant.  Licensee shall furnish on a monthly basis
statements for the  Restaurant's  gross receipts for the preceding  month.  Such
statements  will be certified by an officer of Licensee for the subject  period.
All such statements  shall be in accord with good accounting  practice and shall
be  submitted to the  Licensor  not later than the  fifteenth  (15th) day of the
month  following  the period for which the written  statement  is required to be
submitted. In addition thereto, the Licensee shall submit, with such statements,
its State of Nevada  sales tax  return for the  immediately-preceding  sales tax
reporting period.

         Licensee shall submit an annual  statement on or before October 20th of
each year for the year just ended,  which  statement shall be certified to by an
officer of Licensee.  The Annual  Statement  shall set forth (i) gross  receipts
less the authorized exclusion amount as set forth above, (ii) the calculation of
the percentage  license fee for the prior year, (iii) the license fee previously
paid and (iv) the balance due, if any.

         If any such  annual  statement  shows  additional  sums  payable by the
Licensee to the Licensor, such amount shall be delivered simultaneously with the
annual  statement.  If any such annual statement shows that an amount is payable
by Licensor to the  Licensee,  the  Licensor  shall  within ten (10) days of the
annual statement pay such amount to the Licensee.

         4. RIGHT OF AUDIT: Licensee agrees that, on reasonable notice, Licensor
or its  agent  shall  have the  right,  once per annum  during  the term of this
Agreement,  during  regular  business  hours,  to examine or audit the books and
accounts of Licensor to verify gross receipts




                                      -7-








as certified hereunder. If the audit shows a deficit, the parties shall endeavor
to resolve such dispute. In the event that the parties are unable to arrive at a
mutually  satisfactory  resolution,  the  accountants  of each of  Licensee  and
Licensor,  shall select an  independent  certified  public  accountant who shall
resolve the dispute,  which  resolution  shall be conclusive  and binding on the
parties.

         If the audit shows a deficit in the license  fees of five (5%)  percent
or more,  the cost of the audit shall be paid by Licensee.  If the audit shows a
deficit of less than five (5%)  percent,  the cost of the audit  shall be shared
equally  by  Licensor  and  Licensee.  If the  audit  shows  no  deficit  or any
overpayment,  the cost of the audit will be borne by the Licensor.  All deficits
uncovered by an audit shall bear  interest at the rate of TWELVE (12%) per annum
from the date same was first due until paid.

         5. STANDARDS:  Licensee acknowledges that Licensor's reputation and the
value of its Service Mark has derived,  in part, from Licensor's high quality of
service,  presentation of restaurant  product,  showcasing,  pre-preparation  of
certain  food  products  and  preparation  of food  products.  Licensee  further
acknowledges  that with  respect to such  service,  presentation  of  restaurant
product, showcasing, pre-preparation of certain food products and preparation of
food  products,  Licensor  has a secret,  protected  propriety  interest  in the
methods with  respect  thereto.  Accordingly,  Licensee  agrees that  Licensor's
Service  Mark can only be  protected  through the  adherence  to certain  public
service and food preparation standards.

         In order to protect Licensor's proprietary  interests,  Licensee agrees
that the




                                      -8-






making of this Agreement and the payment of the initial fee is a prerequisite to
the  availability  of the  various  methodologies  and  standards  with  respect
thereto.  Licensor  shall,  within  thirty  (30) days from the date the Lease is
executed,   undertake  the  training  of  Licensee  with  regard  to  Licensor's
methodologies  and standards  employed at  Licensor's  location at 228 West 52nd
Street, New York, New York, 10019.  Thereafter,  Licensor shall provide Licensee
with a detailed written manual of such methodologies and standards  (hereinafter
"Manual").

         During the operation of the  Restaurant,  in  recognition of the mutual
benefits  accruing from  maintaining the modus operandi set forth in the Manual,
Licensee  agrees to make all  reasonable  efforts  to  adhere  to the  Manual in
connection with the Restaurant.  If Licensee deviates in a material fashion from
the Manual,  Licensor  will give  Licensee  notice  setting  forth in reasonable
detail the manner in which the Licensee is materially  deviating from the Manual
and Licensor shall take all reasonable steps to correct the deviation.  Licensor
agrees that  Licensee  will not be in default  hereunder as long as it is making
reasonable efforts, in good faith, to comply with the Manual. Nothing,  however,
shall  relieve  Licensee of  complying  with the  standards  as set forth herein
(Manual),  and continued deviation and/or noncompliance shall constitute default
hereunder.  Any  dispute  as to  whether  the  Licensee  is  complying  with the
standards shall be resolved by arbitration pursuant to Paragraph 21 below.

         6. RIGHT OF ENTRY AND INSPECTION:  The Licensor or its authorized agent
and  representative  shall have the right to enter and inspect the  premises and
examine and test food products and supplies for the purpose of ascertaining that
Licensee is operating the


                                      -9-







Restaurant in accordance  with the terms of this  Agreement  and, in particular,
subject to the standards herein contained (Manual).

         Any such inspection  requiring the participation of personnel  employed
by Licensee shall be limited to twice per annum.

         Inspections shall be conducted during normal business hours.

         The Licensor  shall notify the Licensee in writing of any  deficiencies
detected  during the  inspection.  Licensor  and  Licensee  shall  discuss  such
deficiencies and the manner in which they should be corrected and licensee shall
proceed  to  make  all  reasonable  efforts,  in  good  faith,  to  correct  the
deficiencies.

         7. AUTHORITY: The Licensee shall not represent or hold itself out as an
agent, legal representative,  partner,  subsidiary, joint venturer, franchise or
employee of the Licensor. The Licensee shall have no right or power to and shall
not bind or obligate the Licensor in any way,  manner or thing  whatsoever,  nor
represent  that it has any  right to do so.  In its  public  records  and in its
relationship  with other persons,  or letterheads and business  forms,  Licensee
shall indicate its independent ownership of said business, and that it is only a
licensee of the Licensor.  Licensee agrees to exhibit on the premises in a place
agreed upon  between  the  Licensor  and  Licensee a  notification  that it is a
licensee of Licensor.  All  disclaimers  required  hereunder shall be subject to
Licensor's prior written approval.

         8. DEFAULT: TERMINATION: The occurrence of any of the following events


                                      -10-






shall constitute good cause for Licensor, at its option and without prejudice to
any other  rights or  remedies  provided  for herein or  hereunder  or by law or
equity, to terminate this Agreement:

         A.       If  Licensee   shall  be   adjudicated  a  bankrupt,   because
                  insolvent,  or if a receiver  (permanent  or temporary) of its
                  property  or any  part  thereof  is  appointed  by a court  of
                  competent  jurisdiction  and authority;  if it makes a general
                  assignment  for  the  benefit  of  creditors,  or  if a  final
                  judgment remains unsatisfied of record for thirty (30) days or
                  longer (unless  supersedeas  bond is filed) or if execution is
                  levied  against  Licensee's  business  or  property or suit to
                  foreclose  any  lien  or  mortgage  against  the  premises  or
                  equipment is  instituted  against  Licensee and not  dismissed
                  within  thirty  (30)  days;  or if  Licensee  defaults  in the
                  performance  of  any  term,  condition  or  obligation  in the
                  payment of any  indebtedness  to  Licensor,  its  suppliers or
                  others,  arising  out  of  the  purchase  of  supplies  or the
                  purchase or lease of equipment or operation of the Restaurant,
                  except  where  any  such  amount  owed  are  being  diligently
                  contested in good faith by appropriate proceedings, and if any
                  such  default  is not cured  within  thirty  (30)  days  after
                  written notice by Licensor to Licensee.

         B.       If  Licensee  defaults  in the  payment  of any  fee or  other
                  payment  due  hereunder  or fails to submit the  financial  or
                  reports,  sales  slips or the  like of the  "gross  sales"  as
                  provided herein,  and fails to cure said default within thirty
                  (30) days



                                      -11-






                  after written  notification  thereof, or if Licensee makes any
                  intentionally false statement in connection therewith.

         C.       If Licensee fails in good faith to make reasonable  efforts to
                  cure any material deviation from the standards as set forth in
                  Paragraph  5 and 6 of  this  Agreement  and  such  failure  or
                  non-compliance  shall  continue  after  notification;   or  if
                  Licensee repeatedly commits violations of such provisions.

         D.       If  Licensee  violates  any other  term or  condition  of this
                  Agreement and Licensee shall not have diligently  commenced to
                  cure such defaults  thirty (30) days after written notice from
                  Licensor to cure same.

         E.       If Licensee suffers a violation of any law, ordinance, rule or
                  regulation of a  governmental  agency in  connection  with the
                  operation  of the  Restaurant  and  permits  the same to go on
                  uncorrected after notification thereof, unless there is a bona
                  fide  dispute as to the  violation  or  legality  of such law,
                  ordinance, rule or regulation.

         F.       If Licensee  ceases to do business at the premises or defaults
                  under  the  Lease or loses its  rights  to  possession  of the
                  premises.


                                      -12-







         9.  LICENSOR'S  OBLIGATION:  The Licensor  shall have no obligations to
Licensee, whatsoever, except as expressly stated herein. Licensor shall not have
the obligation to direct or advise  Licensee in the operation of the Restaurant,
and the  terms  hereof  shall  be  considered  limitations  for the  purpose  of
protecting  the  Service  Mark of the  Licensor  and  the  good  will  connected
therewith.  This  Agreement  is not  intended  to  create a  franchise,  and the
Licensee is not relying on any relationship, as such.

         10. NO REPRESENTATIONS: Licensee acknowledges that Licensor has made no
representations  to Licensee with regard to the profitability of the Restaurant,
the market therefor or the operations thereof.

         Licensor  acknowledges  that  Licensee had made no  representations  to
Licensor with regard to the profitability of the Restaurant, the market therefor
or the operations thereof.

         11.  EXCLUSIVITY:  The Licensee's rights shall be exclusive to the City
of Las Vegas, Nevada.

         12.  TERM:  This  Agreement  shall be  effective on the date hereof and
shall end on the  termination of the Lease,  as such may be renewed or extended,
unless this  Agreement  is otherwise  terminated  in  accordance  with the terms
hereof.  The term of this  Agreement,  for purposes of the license fee, shall be
governed by the provisions of Paragraph 2 above.


                                      -13-







         13. ASSIGNABILITY: This Agreement is not assignable by Licensee, except
with the written consent of Licensor,  which shall not be unreasonably withheld.
Any attempted  assignment  without such consent  shall be void and  constitute a
default  hereunder.  Notwithstanding  the  foregoing,  Licensee shall be able to
assign its rights and obligations hereunder, without the consent of Licensor, in
connection with the sale of all or  substantially  all of the assets or stock of
Ark  Restaurant  Corp.  Nothing herein shall preclude the transfer of Licensor's
rights hereunder.

         14. ENFORCEMENT OF SERVICE MARK:

              A. Licensee and Licensor shall  promptly  notify each other of any
suspected  infringement of their respective interests in and to the Service Mark
by any third party.  In the event that any legal action  against any third party
is deemed  necessary by either  Licensee or Licensor for the protection of their
respective  interests in and to the Service  Mark,  Licensee and Licensor  shall
cooperate  with each other and render all  reasonably  necessary  assistance  in
connection  with any such legal action;  provided,  however,  that neither party
shall  settle any such action  without the prior  written  consent of the other,
which shall not be unreasonably  withheld.  Within thirty (30) days after notice
from Licensee of a suspected  infringement,  Licensor  shall advise  Licensee of
whether or not Licensor  shall  prosecute a suit for  infringement.  If Licensor
elects to prosecute  such a suit,  Licensor  may select legal  counsel and shall
bear all  legal  fees and  other  costs  and  expenses  incurred  in  connection
therewith.  Any monies  recovered  after such costs and expenses are reimbursed,
shall be shared fifty (50%) percent by Licensor and fifty



                                      -14-








(50%)  percent by Licensee.  If Licensor  chooses not to prosecute any such suit
for infringement, then Licensee may do so after notice to Licensor; and Licensee
may select  legal  counsel  and shall  bear all legal  fees and other  costs and
expenses incurred in connection therewith. Any monies recovered after such costs
and expenses are reimbursed, shall be shared fifty percent (50%) by Licensor and
fifty percent (50%) by Licensee.

              B. Licensor hereby agrees to be solely  responsible for, to defend
and indemnify Licensee,  its officers,  agents and employees and to hold each of
them harmless from any claims, demands,  causes of action or damages,  including
reasonable attorney's fees (collectively the "Costs"),  arising out of an action
against  Licensee  contesting  the right of Licensee to use the Service Mark. In
the event such claim is asserted against the Licensee, the Licensee shall notify
the Licensor of such claim, and the Licensor shall  immediately  thereafter bear
all the Costs. The provisions of this paragraph shall survive the termination of
this Agreement.

         15.  INDEMNIFICATION:  Licensee hereby agrees to be solely  responsible
for, to defend and indemnify Licensor, its officers,  agents and employees,  and
to hold each of them  harmless  from any  claims,  demands,  causes of action or
damages,  including reasonable  attorneys' fees, arising out of the operation of
the Restaurant.

         Licensee  will  obtain and keep in full force and effect the  following
(the "Policies"):

              A. a policy of commercial general liability on an occurrence basis
with a



                                      -15-






combined single limit with respect to each occurrence in an amount of $1,000,000
for bodily injury or death to persons; and

              B. a Liquor Liability  insurance policy in an amount of $1,000,000
for bodily injury or death to persons

         The Licensor shall be named as an additional insured on the Policies.

         16.  NOTICE:  Any and all notices  required or permitted to be given or
made pursuant to any of the provisions of this Agreement shall be deemed to have
been duly given or made for all purposes if sent by mail, postage prepaid, or by
recognized  overnight delivery service, or by telephone  facsimile,  in any case
addressed as follows:

             If to Licensee, at:

             c/o Ark Restaurants Corp.
             Attention:  Michael Weinstein
             85 Fifth Avenue, 14th Floor
             New York, New York  10003
             Telecopy: (212) 206-8814

             With copy to:

             Shack & Siegel, P.C.
             Attention:  Donald D. Shack, Esq.
             530 Fifth Avenue
             New York, New York  10036
             Telecopy:  (212) 730-1964


             If to Licensor, at:

             United Brody Corp.
             Attention:  Jerome Brody
             Leggett Road


                                      -16-







             Ghent, New York  12075
             Telecopy:

             With a copy to:

             Rapport, Meyers, Whitbeck, Shaw & Rodenhausen
             Attention: Carmi Rapport, Esq.
             436 Union Street
             Hudson, New York  12534
             Telecopy: (518) 828-9719

or at such other  address as any party may specify by notice  given to the other
party in accordance with this  paragraph.  The date of giving of any such notice
shall be the third  business day after mailing if sent by certified mail and the
date of first receipt if sent by any other permitted method.

         17.  CONSTRUCTION:  This  Agreement  and  the  terms  hereof  shall  be
construed in accordance  with the laws of the State of New York and,  subject to
the  provisions  of  Paragraph  21 below,  venue for all  actions  in a court of
competent  jurisdiction  shall  lie  in New  York,  New  York  and  for  federal
litigation, in the Southern District of the State of New York.

         18. ENTIRE  AGREEMENT,  MODIFICATION:  No statements,  representations,
variations,  either  written or oral from  whatever  source  arising,  except as
stated in this Agreement,  shall have any legal validity  between the parties or
be  binding  upon any of them.  The  parties  acknowledge  that  this  Agreement
contains the entire understanding and agreement of the parties. No modifications
hereof  shall be  effective  unless made in writing and  computed by the parties
hereto with the same formalities as this Agreement is executed.


                                      -17-







         19.  NON-WAIVER:  The failure of the  Licensor  to exercise  any right,
power or option given to it hereunder or to insist upon strict  compliance  with
the terms hereof by the Licensee  shall not constitute a waiver of the terms and
conditions  of this  Agreement  with respect to any other or  subsequent  breach
thereof,  nor a waiver by the Licensor of its rights at any time  thereafter  to
require exact and strict compliance with all of the terms hereof. The rights and
remedies  hereunder are  cumulative to any other rights or remedies which may be
granted by law.

         20.  SEVERABILITY:  Should  any word,  phrase or  provisions  hereof be
declared  illegal  or  invalid  by  a  court  of  competent  jurisdiction,  such
declaration  of  illegality  and/or  invalidity  shall not affect the  remainder
hereof.

         21.  ARBITRATION:  Except as  otherwise  specifically  provided in this
agreement,  any  controversy  or  claim  arising  out  of or  relating  to  this
Agreement,  of the breach  thereof,  shall be settled by arbitration in the City
and County of New York, in accordance with the commercial  arbitration  rules of
the American  Arbitration  Association,  and any judgment  upon the award may be
entered in any court having competent jurisdiction thereof. The arbitrator shall
be  entitled  to award any relief  which may be  available  at law or in equity,
including, without limitation, issuing a preliminary or permanent injunction.



                                      -18-







         22.  HEADINGS:  The headings or captions  associated with paragraphs of
this  Agreement are for  convenience  and reference  only and do not form a part
hereof,  and do not in any way modify,  interpret  or construe the intent of the
parties or affect any of the provisions of this Agreement.

LICENSEE:                                     LICENSOR:

ARK STEAKHOUSE CORP.                          UNITED BRODY CORP.


By___________________________          By____________________________
  Robert Towers, Vice President          Jerome Brody, President



                                      -19-