EXHIBIT 4.04(h)

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT

This SIXTH AMENDMENT (this "Amendment"), dated as of February 6, 1997, by
and among MORTON'S RESTAURANT GROUP, INC., a Delaware corporation (formerly
known as Quantum Restaurant Group, Inc.) having its principal place of business
at Suite 210, 3333 New Hyde Park Road, New Hyde Park, New York 11042 (referred
to below and in the Credit Agreement, as defined below, as "Quantum"), THE
PEASANT RESTAURANTS, INC., a Delaware corporation having its principal place of
business at 489 Peachtree Street, N. E., Atlanta, Georgia 30308 ("Peasant"),
MORTON'S OF CHICAGO, INC., an Illinois corporation with its principal place of
business at 350 West Hubbard Street, Chicago, Illinois 60610 ("Morton's")
(Quantum, Peasant and Morton's are referred to herein collectively as the
"Borrowers", and each, individually, as a "Borrower"), THE FIRST NATIONAL BANK
OF BOSTON, as Agent (the "Agent") for the Lenders (as defined in the Credit
Agreement referred to below), THE FIRST NATIONAL BANK OF BOSTON ("FNBB") in its
individual capacity as a Lender, IMPERIAL BANK, as a Lender, and HELLER
FINANCIAL, INC., as a Lender, amends (a) the Second Amended and Restated
Revolving Credit and Term Loan Agreement dated as of June 19, 1995, as amended
by the First Amendment dated as of February 14, 1996, the Second Amendment dated
as of March 5, 1996, a letter agreement dated as of May 2, 1996, the Third
Amendment dated as of June 28, 1996 (the "Third Amendment"), the Fourth
Amendment dated as of December 26, 1996, the Fifth Amendment dated as of
December 31, 1996, and as the same may be further amended, modified, or
supplemented from time to time (the "Credit Agreement"), by and among the
Borrowers, the Agent, and the Lenders, and (b) each of the Loan Documents (as
defined in the Credit Agreement). Capitalized terms used but not defined herein
shall have the meanings set forth in the Credit Agreement.

WHEREAS, the Companies have requested that certain terms and provisions of
the Credit Agreement and the other Loan Documents be amended in connection with
the pending sale of some or all of the business of the Peasant Restaurants
and/or Mick's Restaurants; and

WHEREAS, the Agent and the Lenders, subject to the terms and provisions
hereof, have agreed to so amend the Credit Agreement and certain of the Loan
Documents;

NOW THEREFORE, the parties hereto hereby agree as follows:

ss.1. Amendments to Credit Agreement. Subject to the satisfaction of the
conditions precedent set forth in ss.7 hereof, the Credit Agreement is hereby
amended as follows:

ss.1.1. New Definitions. Section 1 of the Credit Agreement is hereby
amended by adding the following new definitions to ss.1 in the appropriate
places in the alphabetical sequence:

"CSBIC. Creditanstalt Small Business Investment Corporation, a Delaware
corporation."

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"CSBIC Side Agreement. The Agreement dated as December 31, 1996, among
Peasant Holding, Gregory M. Buckley, CSBIC, and F-Peasant, L.L.C., in the
form thereof delivered by Quantum to the Agent."

"CSBIC Stock Pledges. The non-recourse pledges by Peasant Holding to
CSBIC of certain Retained Equity Interests as referred to in the CSBIC Side
Agreement, to be given pursuant to non-recourse pledge agreements, each in
the form thereof delivered by Quantum to the Agent, as non-recourse
additional collateral to secure the financing to be provided by CSBIC to
the MRI/PRI Buyers in connection with, and upon the closing of, the MRI/PRI
Stock Dispositions."

"Forgiveness of MRI/PRI Intercompany Indebtedness. The forgiveness of
certain intercompany Indebtedness owed by the Persons being disposed of
pursuant to the MRI/PRI Stock Dispositions, to be effected upon the closing
thereof, as referred to in ss.6.16 of each of the MRI/PRI Stock Purchase
Agreements."

"MRI Stock Disposition. The sale by Peasant Holding of 80.1% of the
capital stock of Mick's to MRIAC pursuant to the MRI Stock Purchase
Agreement."

"MRI Stock Purchase Agreement. The Stock Purchase Agreement dated as
of December 31, 1996 by and among Peasant Holding, Quantum and MRIAC, in
the form thereof delivered by Quantum to the Agent."

"MRI Subordinated Note. The Promissory Note dated February 6, 1997 in
the principal amount of $1,500,000 relating to the MRI Stock Purchase
Agreement, payable by MRIAC to Peasant Holding, to be pledged by Peasant
Holding upon the closing under the MRI Stock Purchase Agreement to the
Agent and the Lenders pursuant to the Security Documents to secure the
Obligations."

"MRI/PRI Buyers. PRIAC and MRIAC."

"MRI/PRI Lease Guaranties. The existing guaranties given by the
Companies, as further described (and with respect to maximum amounts of
obligations not exceeding those respective amounts listed) on Schedule 1.2A
attached hereto, with respect to certain real estate leases and/or
equipment leases of the Persons being disposed of pursuant to the MRI/PRI
Stock Dispositions, as referred to in ss.6.22 of the MRI Stock Purchase
Agreement and ss.6.23 of the PRI Stock Purchase Agreement, against which
guaranties the Companies are to be fully indemnified by the MRI/PRI Buyers
pursuant to the MRI/PRI Stock Purchase Agreements."

"MRI/PRI Related Matters. The MRIAC Obligations, the PRIAC
Obligations, the Forgiveness of MRI/PRI Intercompany Indebtedness, the
Indebtedness and Investments constituted by the MRI/PRI Lease Guaranties,
the Investments constituted by the holding of the Retained Equity Interests
and the holding of the MRI/PRI Subordinated Notes, the CSBIC Stock Pledges,
and the transfer restrictions and other encumbrances with respect to
certain Retained Equity Interests provided for in the MRI/PRI Stockholders
Agreement."

"MRI/PRI Stock Dispositions. The MRI Stock Disposition and the PRI
Stock Disposition."

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"MRI/PRI Stock Purchase Agreements. The MRI Stock Purchase Agreement
and the PRI Stock Purchase Agreement."

"MRI/PRI Stock Purchase Documents. The MRI/PRI Stock Purchase
Agreements, the MRI/PRI Subordinated Notes, the MRI/PRI Stockholders
Agreement, the CSBIC Side Agreement, and the other agreements, instruments,
and documents relating to the MRI/PRI Stock Dispositions, each in the form
thereof delivered to the Agent by Quantum."

"MRI/PRI Stockholders Agreement. The Stockholders Agreement dated as
of February 6, 1997 among Mick's, Peasant, Peasant Holding, Gregory M.
Buckley, CSBIC, and certain other Persons, in the form thereof delivered by
Quantum to the Agent."

"MRI/PRI Subordinated Notes. The MRI Subordinated Note and the PRI
Subordinated Note."

"MRIAC. MRI Acquisition Corporation, a Delaware corporation, to be
merged into Mick's upon the closing under the MRI Stock MRI Stock Purchase
Agreement; and, subsequent to such merger, "MRIAC" shall refer to Mick's."

"MRIAC Obligations. The obligations of Quantum and Peasant Holding to
MRIAC, as further described on Schedule 1.2A attached hereto, in respect of
certain post-closing purchase price adjustment provisions and indemnity
provisions contained in the MRI Stock Purchase Agreement."

"PRI Stock Disposition. The sale by Peasant Holding of 80.1% of the
capital stock of Peasant to PRIAC pursuant to the PRI Stock Purchase
Agreement."

"PRI Stock Purchase Agreement. The Stock Purchase Agreement dated as
of December 31, 1996 by and among Peasant Holding, Quantum and PRIAC, in
the form thereof delivered by Quantum to the Agent."

"PRI Subordinated Note. The Promissory Note dated February 6, 1997 in
the principal amount of $1,000,000 relating to the PRI Stock Purchase
Agreement, payable by PRIAC to Peasant Holding, to be pledged by Peasant
Holding upon the closing under the PRI Stock Purchase Agreement to the
Agent and the Lenders pursuant to the Security Documents to secure the
Obligations."

"PRIAC. PRI Acquisition Corporation, a Delaware corporation, to be
merged into Peasant upon the closing under the PRI Stock Purchase
Agreement; and subsequent to such merger, "PRIAC" shall refer to Peasant."

"PRIAC Obligations. The obligations of Quantum and Peasant Holding to
PRIAC, as further described on Schedule 1.2A attached hereto, in respect of
certain post-closing purchase price adjustment provisions and indemnity
provisions contained in the PRI Stock Purchase Agreement."

"Retained Equity Interests. Any and all direct or indirect equity
interests in Mick's and Peasant to be retained or held by the Companies
subsequent to the closings under the MRI/PRI Stock Purchase Documents, as
such Retained Equity Interests are provided for therein, including,

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without limitation, (a) the 19.9% equity interest in each of Mick's and
Peasant (on a fully diluted basis), consisting of unsold common stock of
such corporations initially to be held by Peasant Holding, (b) the Holding
Company Securities referred to (and as defined in) the MRI/PRI Stockholders
Agreement which may be issued to Peasant Holding from time to time
thereunder, pursuant to ss.2.7 thereof, and (c) the PHC Warrants and the
PHC Warrant Stock, each as referred to (and as defined) in the MRI/PRI
Stockholder Agreement, which may be issued to Peasant Holding from time to
time thereunder."

ss.1.2. Changes in Certain Definitions. Section 1 of the Credit Agreement
is hereby amended as follows:

(a) by replacing in the text of the definition of Borrowers the word
"Peasant" with the words "Peasant Holding".

(b) by amending the definition of Available Net Cash Proceeds as follows:

(i) by deleting the parenthetical expression in the second, third and
fourth lines thereof.

(ii) by inserting at the end of the definition the new sentence
"Notwithstanding the foregoing, the Net Cash Proceeds of the MRI/PRI Stock
Dispositions shall not constitute Available Net Cash Proceeds."

(i) by replacing the phrase "Peasant Holding and each" with the word
"Each".

(ii) by deleting the phrase "Mick's and each of the Mick's
Subsidiaries,".

(d) by amending the definition of Mick's to read as follows:

"Mick's. Mick's Restaurants, Inc., a Delaware corporation."

(e) by deleting the definition of Mick's Restaurants.

(f) by deleting the definition of Mick's Subsidiaries.

(g) by replacing in the definition of New Concept the phrase "Mick's,
Peasant" with the phrase "Peasant Holding (or its Subsidiaries)".

(h) by deleting from the definition of New Construction the phrase "a
Mick's Restaurant," in each place such phrase occurs.

(i) by amending the definition of Peasant to read as follows:

"Peasant. The Peasant Restaurants, Inc., a Delaware corporation."

(j) by replacing in the text of the definition of Peasant Restaurants the
word "Peasant" with the words "Peasant Holding".

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(k) by deleting from the definition of Peasant Subsidiaries the phrase "or
a Subsidiary of Peasant".

(l) by amending the definition of Proposed Disposition(s) to read as
follows:

"Proposed Disposition(s). The sale or other disposition of some or all
of the assets of capital stock (except that, in the case of the sale or
disposition of the capital stock of any particular Person, all of the
issued and outstanding capital stock of such Person must be sold or
otherwise disposed of pursuant to such sale or disposition) of Peasant
Holding and/or the Peasant Subsidiaries; provided that Proposed
Disposition(s) shall include the MRI/PRI Stock Dispositions."

ss.1.3. Security and Guaranties. Section 3 of the Credit Agreement is
hereby amended as follows:

(a) by deleting from therein the words "Peasant Holding and".

(b) by replacing in such section the words "Obligations of Peasant" with
the words "Obligations of Peasant Holding".

(d) by replacing in such section the phrase " Companies and general
intangibles" with the phrase "Companies, investment property and general
intangibles".

ss.1.4. Subsidiaries. Section 6.2(a) is hereby amended to read as follows:

(a) Quantum has no direct Subsidiaries other than Porterhouse, Peasant
Holding, Italian Holding and QRDC. Quantum owns, of record and
beneficially, 100% of the shares in the capital stock of Porterhouse, 98%
of the shares in the capital stock of Peasant Holding (with the remaining
2% owned of record as of December 31, 1996 by Amick), 100% of the shares in
the capital stock of Italian Holding and 100% of the shares in the capital
stock of QRDC. Peasant Holding has no Subsidiaries other than direct
Peasant Subsidiaries and Peasant Holding owns, of record and beneficially,
all of the shares in the capital stock of each of the Peasant Subsidiaries.
Each of the Peasant Subsidiaries has no Subsidiaries. Porterhouse has no
direct Subsidiaries other than Morton's and owns, of record and
beneficially, all of the shares of capital stock of Morton's (other than
directors' qualifying shares). Morton's has no Subsidiaries other than
direct Morton Subsidiaries and Morton's owns, of record and beneficially,
all of the shares of capital stock of each of the Morton Subsidiaries. Each
of the Morton Subsidiaries has no Subsidiaries. Italian Holding has no
direct Subsidiaries other than Bertolini's and owns, of record and
beneficially, all of the shares of the capital stock of Bertolini's.
Bertolini's has no Subsidiaries other than direct Bertolini's Subsidiaries
and Bertolini's owns, of record and beneficially, all of the shares of
capital stock of each of the Bertolini's Subsidiaries. Each of the
Bertolini's Subsidiaries has no Subsidiaries. QRDC has no Subsidiaries
other than Santa Fe Cantina and owns, of record and beneficially, all of
the shares of capital stock of Santa Fe Cantina. QRDC owns, of record and
beneficially, all of the shares of the preferred stock of Santa Fe USA.

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ss.1.5. Chief Executive Offices. Section 6.6 of the Credit Agreement is
hereby amended as follows:

(a) by amending clause (b) thereof to read as follows:

"(b) the chief executive offices of Peasant Holding and the Peasant
Subsidiaries and the offices where all of each of their records and books
of account are kept, shall be located at Suite 210, 3333 New Hyde Park
Road, New Hyde Park, New York 11042,"

(b) by deleting clause (d) thereof, by replacing "(e)" with "(d)", and by
replacing "(f)" with "(e)".

ss.1.6. Legal Existence, Etc. Section 9.2 is hereby amended to read as
follows:

"ss.9.2. Legal Existence, Etc. Each of Companies will maintain its
legal existence and good standing under the laws of its jurisdiction of
incorporation, maintain its qualification to do business in each state in
which the failure to do so would have a material adverse effect on the
condition, financial or otherwise, of the Companies, and maintain all of
its rights and franchises reasonably necessary to the conduct of its
business. Quantum shall at all times be the record and beneficial owner of
100% of the outstanding capital stock of each of Porterhouse, Italian
Holding and QRDC on a fully diluted basis and at least 98% of the
outstanding capital stock of Peasant Holding on a fully diluted basis.
Peasant Holding shall at all times be the record and beneficial owner of at
least 19.9% of the outstanding capital stock of each of Peasant and Mick's
(or, if the transaction referred to in ss.2.7 of the MRI/PRI Stockholders
Agreement occurs, 19.9% of the outstanding Holding Company Securities (as
defined in the definition of Retained Equity Interests), rather than
capital stock of Peasant and Mick's) on a fully diluted basis, except for
the effect of dilutive transactions permitted by the MRI/PRI Stock Purchase
Documents. Porterhouse shall at all times be the record and beneficial
owner of 100% of the outstanding capital stock of Morton's on a fully
diluted basis. Except as permitted by ss.10.11(f) or ss.10.11(g) hereof,
Morton's shall at all times be the record and beneficial owner of 100% of
the outstanding capital stock of each of the Morton Subsidiaries on a fully
diluted basis. Italian Holding shall at all times be the record and
beneficial owner of 100% of the outstanding capital stock of Bertolini's on
a fully diluted basis. Except as permitted by ss.10.11(f) or ss.10.11(g)
hereof, Bertolini's shall at all times be the record and beneficial owner
of 100% of the outstanding capital stock of each of the Bertolini's
Subsidiaries on a fully diluted basis."

ss.1.7. Financial Statements. Section 9.4(a) is hereby amended by replacing
in clause (iii) thereof the phrase "Peasant and its Subsidiaries" with the
phrase "Peasant Holding and its Subsidiaries".

ss.1.8. Indebtedness. Section 10.1 of the Credit Agreement is hereby
amended as follows:

(a) by amending subsection (f) as follows:

(i) by replacing the word "Peasant" with the words "Peasant Holding".

(ii) by deleting the phrase "Mick's, the Mick's Subsidiaries,".

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(b) by deleting the word "and" from the end of ss.10.1(l), replacing the
period at the end of ss.10.1(m) (as added by the Third Amendment) with the
phrase "; and", and adding the following new ss.10.1(n):

"(n) the MRI/PRI Related Matters."

ss.1.9. Capital Expenditures. Section 10.3 of the Credit Agreement is
hereby amended as follows:

(a) by amending subsection (c) to read as follows:

"(c) [Intentionally Omitted]."

(b) by deleting from subsection (d) thereof the phrase "the Mick's
Restaurants,".

ss.1.10. Security Interest and Liens. Section 10.4 of the Credit Agreement
is hereby amended by deleting the word "and" from the end of ss.10.4(h),
replacing the period at the end of ss.10.4(i) (as added by the Third Amendment)
with the phrase "; and", and adding the following new ss.10.4(j):

"(j) the MRI/PRI Related Matters; provided that Peasant Holding shall
pledge all of the Retained Equity Interests held by it from time to time to
the Agent and the Lenders, as Collateral under the Security Documents to
secure the Obligations, as soon as practicable but only to the extent such
pledge is not in violation of the MRI/PRI Stock Purchase Documents."

ss.1.11. Distributions. Section 10.5(a) of the Credit Agreement is hereby
amended by replacing the phrase "ss.4.3" with the phrase "ss.ss. 4.3 and 4.6".

ss.1.12. Conduct of Business. Section 10.9 of the Credit Agreement is
hereby amended as follows:

(a) by replacing in the third sentence thereof the phrase "Morton's,
Peasant" with the phrase "Morton's, the Peasant Subsidiaries,".

(b) by replacing in the final sentence thereof the phrase "(ii) Peasant and
its Subsidiaries, (iii) Mick's and its Subsidiaries and (iv)" with the phrase
"(ii) Peasant Holding and its Subsidiaries, and (iii)".

ss.1.13. Investments.

(a) Section 10.11(f) of the Credit Agreement is hereby amended to read as
follows:

(f) Investments in (i) the Borrowers and wholly owned Subsidiaries of
the Borrowers, (ii) Chicago Steakhouse, so long as Morton's of
Chicago/Dallas, Inc. shall hold at least 49% (by number of votes) of its
outstanding voting stock, (iii) San Antonio Steakhouse so long as Morton's
of Chicago/San Antonio, Inc. shall hold at least 49% (by number of votes)
of its outstanding voting stock, (iv) Bertolini's and the Bertolini's
Subsidiaries so long as Italian Holding and Bertolini's, respectively,
shall hold all of its outstanding capital stock, (v) Houston Steakhouse,
Inc. so long as Morton's of Chicago/Houston, Inc. shall hold at least 49%
(by number of votes) of its outstanding voting stock, and (vi) Addison
Steakhouse, Inc. so long as Morton's of Chicago/Addison, Inc. shall hold at
least 49% (by number of votes) of its

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outstanding voting stock; provided, however, to the extent state liquor
laws require an individual that is a resident of such state to own a
specified percentage of the shares of the capital stock of any Subsidiary
of the Borrowers or any other entity in which any Borrower (or a Subsidiary
thereof) holds any portion of the outstanding capital stock (such
Subsidiary or other entity being referred to as a "Liquor License Holder"),
such individual stockholder may own no more than such specified percentage
of such capital stock required by such state liquor law, but only if the
following requirements are also satisfied: (v) if and to the extent
permitted by such applicable state liquor law, all such capital stock held
by such individual stockholder shall be properly pledged to the Agent,
pursuant to documentation reasonably satisfactory to the Agent, (w) such
Liquor License Holder shall hold no assets other than the applicable liquor
license for a restaurant operated in such state by any Borrower (or a
Subsidiary thereof), (x) such individual stockholders shall be key
employees, management personnel, officers or authorized agents of the
applicable Borrower (or Subsidiary thereof) operating such restaurant, (y)
if and to the extent permitted by such applicable state liquor laws, the
provisions of ss.10.11(g) otherwise shall have been complied with in
connection with the initial Investment in such Liquor License Holder, and
(z) no Distributions shall be made to such individual stockholders;
provided, further, however, if any of the actions contemplated by either
clause (v) or clause (y) is not permitted by the applicable state liquor
law, all such capital stock owned by such individual stockholders must in
any event be subject to an arrangement, pursuant to documentation
reasonably satisfactory to the Agent, under which the applicable Borrower
(or Subsidiary thereof) has the right to acquire such shares of capital
stock held by such individual stockholders at a nominal price;

(b) Section 10.11(g) of the Credit Agreement is hereby amended by replacing
in the third line thereof the phrase "Peasant, Morton's, Mick's" with the phrase
"Peasant Holding, Morton's".

(c) Section 10.11 of the Credit Agreement is hereby amended by deleting the
word "and" from the end of ss.10.11(i), replacing the period at the end of
ss.10.11(j) with the phrase "; and", and adding the following new ss.10.11(k)
immediately after ss.10.11(j):

"(k) the MRI/PRI Related Matters; provided that no cash Investment
shall be made in respect of any Retained Equity Interests; provided,
further, that Peasant Holding shall pledge all of the Retained Equity
Interests and the MRI/PRI Subordinated Notes held by it from time to time
to the Agent and the Lenders, as Collateral under the Security Documents to
secure the Obligations, as soon as practicable but only to the extent such
pledge is not in violation of the MRI/PRI Stock Purchase Documents."

ss.1.14. Merger, Consolidation, and Disposition of Assets. Section 10.12 of
the Credit Agreement (as amended by the Third Amendment) is hereby amended by
adding the following new sentence at the end thereof:

"Nothing in this ss.10.12 shall prohibit the exchange by Peasant
Holding of certain Retained Equity Interests consisting of capital stock of
Mick's and Peasant for other Retained Equity Interests consisting of
Holding Company Securities (as defined in the definition of Retained Equity
Interests) pursuant to the transactions referred to in ss.2.7 of the
MRI/PRI Stockholders Agreement, provided that such Investment is permitted
by ss.10.11 hereof."

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ss.1.15. Disposition of Shares and Indebtedness of Subsidiaries. Section
10.13 of the Credit Agreement is hereby amended by adding the following new
paragraph (c) at the end of such section:

"(c) Notwithstanding the foregoing, the MRI/PRI Stock Dispositions and
the MRI/PRI Related Matters shall be permitted under this ss.10.13."

ss.1.16. Change of Location. Section 10.14 of the Credit Agreement is
hereby amended by replacing in clause (a) thereof the phrase "offices, or" with
the phrase "offices from those locations listed in ss.6.6 hereof, or"

ss.1.17. Notices.

(a) Section 18(b) of the Credit Agreement is hereby amended as follows:

(i) by replacing the word "Peasant" with the phrase "Peasant Holding"
in each place such word occurs.

(ii) by replacing the address "489 Peachtree Street, N.E., Atlanta,
Georgia 30308" with the new address "Suite 210, 3333 New Hyde Park Road,
New Hyde Park, New York 11042".

(b) Section 18(d) of the Credit Agreement is hereby amended by replacing
the name "Robert W. MacElhiney" with the name "Christopher M. Holtz".

ss.1.18. Amendments to Existing Security Documents. Section 25 of the
Credit Agreement is hereby amended by replacing in subsection (b) thereof the
phrase "; and" with a period, and by deleting subsection (c) thereof in its
entirety.

ss.1.19. Schedules to the Credit Agreement. Schedule 1.1B to the Credit
Agreement is hereby deleted in its entirety; Schedule 1.1D to the Credit
Agreement is hereby replaced by the new Schedule 1.1D attached hereto; Schedule
1.2A attached hereto is hereby annexed to the Credit Agreement; Schedule 6.3 to
the Credit Agreement is hereby replaced by the new Schedule 6.3 attached hereto;
Schedule 6.10 to the Credit Agreement is hereby replaced by the new Schedule
6.10 attached hereto; Schedule 6.11 to the Credit Agreement is hereby replaced
by the new Schedule 6.11 attached hereto; Schedule 6.21 to the Credit Agreement
is hereby replaced by the new Schedule 6.21 attached hereto; Schedule 6.22 to
the Credit Agreement is hereby replaced by the new Schedule 6.22 attached
hereto; Schedule 6.23 to the Credit Agreement is hereby replaced by the new
Schedule 6.23 attached hereto; Schedule 10.4 to the Credit Agreement is hereby
replaced by the new Schedule 10.4 attached hereto.

ss.2. Amendment to, and Confirmation of, Security and Pledge Agreements.

(a) Amendment to Security and Pledge Agreements. Each of the parties hereto
hereby acknowledges and agrees that the term "Collateral" as defined in each
Security and Pledge Agreement shall include, inter alia, investment property.
Each party hereto who is a "Debtor" under a Security and Pledge Agreement hereby
unconditionally grants to such Secured Party (as defined in such Security and
Pledge Agreement), a continuing security interest in, and lien on, all of such
Debtor's investment property, wherever located, whether now owned or hereafter
acquired or arising, and all proceeds thereof, pursuant to the terms of such
Security and Pledge Agreement to secure the Obligations (as defined therein).

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(b) Confirmation of the Peasant Holding Security and Pledge Agreement.
Peasant Holding confirms that the capital stock of the Repositioned Subsidiaries
referred to (and as defined) in the MRI/PRI Stock Purchase Agreements previously
pledged to the Agent by Peasant, Mick's or any other Company in connection with
the Credit Agreement constitutes "Stock" pledged under, and for all purposes of,
the Peasant Holding Corp. Security and Pledge Agreement dated as of March 21,
1990, as amended (the "Peasant Holding Security and Pledge Agreement"), between
Peasant Holding and the Agent.

ss.3. Repositioned Subsidiaries. Effective upon the closings under the
MRI/PRI Stock Purchase Agreements, the Repositioned Subsidiaries will become
direct, wholly owned Subsidiaries of Peasant Holding. For the avoidance of
doubt, the parties hereto confirm that such Distribution or other transfer of
all of the capital stock of the Repositioned Subsidiaries to Peasant Holding
shall be permitted under ss.ss. 10.5, 10.11, 10.12, and 10.13 of the Credit
Agreement.

ss.4. Releases of Certain Persons from Credit Agreement and Loan Documents.

(a) As of the effectiveness of this Amendment, Peasant shall be released
from all of its indebtedness and obligations to the Agent and the Lenders and
its joint and several obligations to the remaining Borrowers under or in respect
of the Credit Agreement and the other Loan Documents, all of such indebtedness
and obligations of Peasant being hereby automatically and fully assumed jointly
and severally by each of the remaining Borrowers. Upon the effectiveness hereof,
Peasant shall furthermore no longer be a party to, or a Borrower or a Debtor for
purposes of, the Credit Agreement or any of the Loan Documents, and the Lenders
shall be under no further obligation to make Loans to, to issue, extend, renew,
or amend Letters of Credit for, Peasant.

(b) As of the effectiveness of this Amendment, each of Mick's and those
specific Subsidiaries of Mick's and Subsidiaries of Peasant listed on Exhibit Z
attached hereto (such Subsidiaries of Mick's and such Subsidiaries of Peasant
being collectively referred to as the "Sold Subsidiaries") shall be released
from all of its indebtedness and obligations to the Agent and the Lenders and
its joint and several obligations to the remaining Borrowers and the remaining
Guarantors under or in respect of the Credit Agreement and the other Loan
Documents, all of such indebtedness and obligations Mick's and the Sold
Subsidiaries being hereby automatically and fully assumed jointly and severally
by each of the remaining Guarantors. Upon the effectiveness hereof, each of
Mick's and the Sold Subsidiaries shall furthermore no longer be a party to, or a
Guarantor or a Debtor for purposes of, the Credit Agreement or any of the Loan
Documents.

(c) The Agent and the Lenders acknowledge and agree that as of the
effectiveness of this Amendment, all security interests and liens which Peasant,
Mick's and the Sold Subsidiaries (collectively, the "Sold Entities") granted to
the Agent and the Lenders under or in respect of the Credit Agreement and the
other Loan Documents shall, without further action, be thereupon released,
discharged and terminated and of no further force or effect. The Agent and the
Lenders further acknowledge and agree that as of the effectiveness of this
Amendment, all pledges of the capital stock of only Peasant and Mick's which
Peasant Holding previously granted to the Agent and the Lenders under or in
respect of the Credit Agreement and the other Loan Documents shall, without
further action, be thereupon released, discharged and terminated and of no
further force or effect; however, all other Collateral provided by Peasant
Holding shall remain subject to the Security Documents, and shall not be
impaired hereby. The Agent further agrees to deliver such UCC-3 termination
statements and similar discharge documents, and to take all such similar
actions, as shall be reasonably requested by the Borrowers, at the Borrowers'
sole cost and expense, in connection with such releases, discharges and

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terminations provided for herein; provided that all of the foregoing shall be on
a basis that is non-recourse to the Agent and the Lenders, and none of the
foregoing shall impair any Collateral not expressly provided to be released
hereunder.

(d) As of the effectiveness of this Amendment, each of the Sold Entities
hereby unconditionally releases, waives, and forever discharges (i) any and all
liabilities, obligations, duties, promises, or indebtedness of any kind of the
other parties to the Credit Agreement and the Loan Documents regarding the
execution, delivery, or performance of the Credit Agreement and the Loan
Documents, and (ii) all claims, offsets, causes of action, suits, or defenses of
any kind whatsoever (if any), whether known or unknown, which such Sold Entity
might otherwise have against the other parties to the Credit Agreement and the
Loan Documents, or any of their directors, officers, employees, or agents, in
either case (i) or (ii), on account of any condition, act, omission, event,
contract, liability, obligation, indebtedness, claim, cause of action, defense,
circumstance, or matter of any kind whatsoever which existed, arose or occurred
at any time prior to the effectiveness hereof regarding the execution, delivery,
or performance of the Credit Agreement and the Loan Documents.

ss.5. Joinder by Peasant Holding. By executing this Amendment, Peasant
Holding hereby becomes a Borrower (instead of a Guarantor) under the Credit
Agreement and the Loan Documents, and shall become and be party thereto for all
purposes thereof as a Borrower instead of a Guarantor. Peasant Holding covenants
and agrees that by its execution hereof it shall perform, be bound by, and shall
comply with, all of the terms and conditions of the Credit Agreement and the
Loan Documents applicable with respect to the Borrowers, including, without
limitation, the absolute and unconditional joint and several liability
provisions of ss.5 of the Credit Agreement under which each Borrower promises on
a joint and several basis to pay and perform all of the Obligations owing from
time to time. Peasant Holding hereby ratifies and confirms in all respects its
obligations under, and the grant of collateral security provided by, the Peasant
Holding Security and Pledge Agreement. Upon the effectiveness of this Amendment,
Peasant Holding shall no longer be a party to, and is hereby released from all
of its indebtedness and obligations to the Lenders as a Guarantor in respect of,
the Guaranty Agreement dated as of March 21, 1990 between Peasant Holding and
the Agent, all such indebtedness and obligations of Peasant Holding being hereby
automatically and fully assumed jointly and severally by each of the remaining
Guarantors. Peasant Holding shall no longer be a Guarantor for purposes of the
Credit Agreement or any of the Loan Documents.

ss.6. Representations and Warranties. The Borrowers hereby represent and
warrant to the Agent and the Lenders as follows:

(a) Representations and Warranties in Credit Agreement. Except as
specified in writing by the Borrowers to the Agent with respect to the
subject matter of this Amendment prior to the execution and delivery
hereof by the Agent and the Lenders, the representations and
warranties of the Borrowers contained in the Credit Agreement were
true and correct in all material respects when made and, after giving
effect to this Amendment, continue to be true and correct in all
material respects on the date hereof, except, in each case to the
extent of changes resulting from transactions contemplated or
permitted by the Loan Documents and this Amendment and changes
occurring in the ordinary course of business which singly or in the
aggregate are not materially adverse, and to the extent that such
representations and warranties relate expressly to an earlier date.

(b) Authority, No Conflicts, Enforceability of Obligations, Etc. Each of
the Borrowers hereby confirms that the representations and warranties
of the Borrowers contained in

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ss.ss.6.1, 6.3 and 6.4 of the Credit Agreement are true and correct on
and as of the date hereof as if made on the date hereof, treating this
Amendment, the Credit Agreement as amended hereby, and the other Loan
Documents as amended hereby, as "Loan Documents" for the purposes of
making said representations and warranties.

ss.7. Conditions to Effectiveness. The effectiveness of this Amendment
shall be subject to the delivery to the Agent and the Lenders by (or on behalf
of) each of the Borrowers or the Guarantors, as the case may be,
contemporaneously with the execution hereof, of each of the following, each in
form and substance satisfactory to the Agent and the Lenders:

(a) this Amendment signed by each of the Borrowers, the Guarantors, the
Agent, and the Lenders;

(b) an Allonge to each of the Revolving Credit Notes and an Allonge to
each of the Term Notes, in each case signed by Pleasant Holding,
confirming its joint and several liability as a Borrower thereunder;

(c) such evidence as the Agent may reasonably request such that the Agent
shall be satisfied that the representations and warranties contained
in ss.6 hereof are true and correct on and as of date hereof;

(d) such evidence as the Agent may reasonably request that the MRI/PRI
Stock Dispositions have been consummated concurrently herewith
pursuant to, and in accordance with, the terms of the MRI/PRI Stock
Purchase Agreements, as applicable;

(e) true, accurate, and complete copies of each of the MRI/PRI Stock
Purchase Documents (or arrangements satisfactory to the Agent for the
delivery of the same to the Agent immediately after the effectiveness
hereof);

(f) such evidence as the Agent may reasonably request that the
Repositioned Subsidiaries (as referred to in ss.2(b) of this
Amendment) have concurrently herewith become wholly owned direct
Subsidiaries of Peasant Holding; and the delivery to the Agent in
pledge by Peasant Holding under the Security Documents of all of the
stock certificates evidencing the capital stock of the Repositioned
Subsidiaries, together with undated stock powers with respect thereto
duly executed in blank by Peasant Holding (or arrangements
satisfactory to the Agent for the delivery of the same to the Agent
immediately after the effectiveness hereof);

(g) delivery to the Agent in pledge by Peasant Holding under the Security
Documents of the MRI/PRI Subordinated Notes, together with undated
allonges, endorsements, or other appropriate instruments of assignment
with respect thereto duly executed in blank by Peasant Holding (or
arrangements satisfactory to the Agent for the delivery of the same to
the Agent immediately after the effectiveness hereof);

(h) certificates of an appropriate officer of Peasant Holding, as of the
date hereof, as to (i) the corporate actions taken by it authorizing
the execution, delivery, and performance hereof, and (ii) the names,
titles, incumbency, and specimen signatures of the officers of Peasant
Holding authorized to sign this Amendment and act on behalf of Peasant
Holding as a Borrower under the Credit Agreement;

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(i) a favorable written legal opinion addressed to the Agent and the
Lenders, as of the date hereof, from Schulte, Roth & Zabel LLP,
special counsel to the Borrowers, with respect to such matters as the
Agent or the Lenders may reasonably request;

(j) such additional UCC-1 financing statements, and such amendments to
existing UCC-1 financing statements, with respect to the Collateral
and the Companies, as the Agent or the Lenders may reasonably require;

(k) an updating Supplemental Trademark Collateral Assignment and Security
Agreement signed by Morton's in favor of the Agent;

(l) a new Trademark Collateral Assignment and Security Agreement signed by
Bertolini's in favor of the Agent; and

(m) such other certificates, documents, or instruments with respect to
this Amendment or the Companies, as the Agent or the Lenders may
reasonably request.

ss.8. No Other Amendments or Waivers; Execution in Counterparts. Except as
otherwise expressly provided by this Amendment, all of the terms, conditions and
provisions of the Credit Agreement, the Security Documents, and the other Loan
Documents shall remain in full force and effect. Each of the Borrowers confirms
and agrees that the Obligations of the Borrowers to the Lenders under the Loan
Documents, as amended and supplemented hereby, are hereby ratified and
confirmed, and are and shall be secured by, guarantied under, and entitled to,
the benefits, of the Security Documents. The Borrowers, the Guarantors, the
Agent and the Lenders hereby acknowledge and agree that all references to the
Credit Agreement, the Security Documents, and the Obligations thereunder
contained in any of the Loan Documents shall be references to the Credit
Agreement, the Security Documents, and the Obligations, as amended hereby and as
the same may be amended, modified, supplemented, or restated from time to time.
Except as otherwise expressly provided by this Amendment, the Security
Documents, and the valid, perfected first priority security interests of the
Agent and the Lenders thereunder shall continue in full force and effect and the
collateral security and guaranties provided for in the Security Documents shall
not be impaired by this Amendment. The release of any applicable Person from any
particular Obligations or the release of any particular Collateral provided for
in this Amendment shall not impair or otherwise affect any of the Obligations as
to any other Person (including, without limitation, the joint and several
liabilities of any and all other Borrowers and any and all other Guarantors in
respect of all of the Obligations, whether any such Obligations are initially
incurred by any such released Person or its Subsidiaries or by any other Person,
and whether arising in respect of Notes, Loans, Letters of Credit, Reimbursement
Obligations, principal, interest, fees, expenses, indemnifications, or
otherwise), or the security interests and liens of the Agent and the Lenders
with respect to the remaining Collateral, in any manner whatsoever. This
Amendment may be executed in any number of counterparts, but all such
counterparts shall together constitute but one instrument. In making proof of
this Amendment it shall not be necessary to produce or account for more than one
counterpart signed by each party hereto by and against which enforcement hereof
is sought.

ss.9. Governing Law. This Amendment shall be construed according to and
governed by the internal laws of the Commonwealth of Massachusetts without
reference to principles of conflicts of law.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized.

The Borrowers:

MORTON'S RESTAURANT GROUP, INC.
MORTON'S OF CHICAGO, INC.
PEASANT HOLDING CORP.

By: /s/ THOMAS J. BALDWIN
-------------------------------------
Name: Thomas J. Baldwin
Title: Executive Vice President - Finance
and CFO

THE FIRST NATIONAL BANK OF BOSTON,
for itself and as Agent