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Exhibit 10.13

May 18, 1995

William C. Schoener
15680 Laura Lane
Brookfield, Wisconsin 53005

Dear Bill::

         Reference is made to the letter agreement between you and the
undersigned dated July 26, 1994 (the "Agreement") relating to payments to you in
the event of a change of control of Ground Round Restaurants, Inc.

         Effective as of the date HM Holdings, Inc. transfers its stock
ownership in the corporation to U.S. Industries, Inc., Section 3(b) of the
Agreement shall be amended as follows:  the words "HM Holdings, Inc." shall be
replaced by the words "U.S. Industries, Inc." and the word "HMH" shall be
replaced by the word "USI".

         Except as hereby amended, the Agreement shall continue in full force
and effect.

         If you are in agreement with the foregoing, please so indicate by
signing and returning to the corporation the enclosed copy of this letter
whereupon this letter shall constitute a binding agreement under seal between
you and the corporation.

                   Very truly yours,

                   GROUND ROUND RESTAURANTS, INC.

                   By:
                      ---------------------------

AGREED:

/s/ William C. Schoener
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William C. Schoener