-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q6soeJZRAO2/AGmyqQ8r+HNVDiPfOQFmf263hlRNP19Qj9HmUHswDCBLTrJoXkUZ IGgeh52zKPomyg+3z4DTIw== 0001047469-03-000978.txt : 20030114 0001047469-03-000978.hdr.sgml : 20030114 20030110113710 ACCESSION NUMBER: 0001047469-03-000978 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20030110 GROUP MEMBERS: GOLDEN RESORTS, INC. GROUP MEMBERS: JAMES A. DAL POZZO GROUP MEMBERS: JERRY G. BRASSFIELD GROUP MEMBERS: SHANN M. BRASSFIELD GROUP MEMBERS: THE JACMAR COMPANIES GROUP MEMBERS: WILLIAM H. TILLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHICAGO PIZZA & BREWERY INC CENTRAL INDEX KEY: 0001013488 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 330485615 STATE OF INCORPORATION: CA FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47661 FILM NUMBER: 03510046 BUSINESS ADDRESS: STREET 1: 16162 BEACH BOULEVARD STREET 2: SUITE 100 CITY: HUNTINGTON BEACH STATE: CA ZIP: 92647 BUSINESS PHONE: 7148483747 MAIL ADDRESS: STREET 1: 16162 BEACH BOULEVARD STREET 2: SUITE 100 CITY: HUNTINGTON BEACH STATE: CA ZIP: 92647 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BJ CHICAGO LLC CENTRAL INDEX KEY: 0001133401 IRS NUMBER: 954837979 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2200 W. VALLEY BLVD CITY: ALHAMBRA STATE: CA ZIP: 91803 BUSINESS PHONE: 6265760737 MAIL ADDRESS: STREET 1: 2200 W. VALLEY BLVD CITY: ALHAMBRA STATE: CA ZIP: 91803 SC 13D/A 1 a2096005zsc13da.htm SC 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 for James A. Dal Pozzo, Jerry G. Brassfield and Shann M. Brassfield; Amendment No. 2 for William H. Tilley; Amendment No. 3 for B.J. Chicago, LLC and Golden Resorts, Inc.; and Amendment No. 4 for The Jacmar Companies)¹

Chicago Pizza & Brewery, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

167889 10 4

(CUSIP Number)

James A. Dal Pozzo
BJ Chicago, LLC
2200 W. Valley Blvd.
Alhambra, California 91803
(626) 576-0737

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

November 26, 2002

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o

(Continued on the following pages)

Page 1 of 19 Pages

¹: The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

SCHEDULE 13D


CUSIP No. CUSIP No. 167889 10 4				Page 2 of 19


(1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) BJ Chicago, LLC IRS No.: 95-4837979

(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ý
				(b) o

(3)	SEC USE ONLY

(4)	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC

(5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
				o

(6)	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES		(7)	SOLE VOTING POWER 6,081,658
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	SHARED VOTING POWER None
PERSON WITH
		(9)	SOLE DISPOSITIVE POWER 6,081,658

		(10)	SHARED DISPOSITIVE POWER None

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,081,658 shares

(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				o

(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.5%(1)

(14)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1): Based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002.

SCHEDULE 13D


CUSIP No. CUSIP No. 167889 10 4				Page 3 of 19


(1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Golden Resorts, Inc. IRS No.: 94-2200197

(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ý
				(b) o

(3)	SEC USE ONLY

(4)	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC

(5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
				o

(6)	CITIZENSHIP OR PLACE OF ORGANIZATION Nevada

NUMBER OF SHARES		(7)	SOLE VOTING POWER None
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	SHARED VOTING POWER 6,081,658(1)
PERSON WITH
		(9)	SOLE DISPOSITIVE POWER None

		(10)	SHARED DISPOSITIVE POWER 6,081,658(1)

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,081,658 shares

(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				ý

(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.5%(2)

(14)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1): The reporting person expressly disclaims beneficial ownership with respect to all shares held by BJ Chicago, LLC except to the extent of the reporting person's pecuniary interest therein.
(2): Based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002.

SCHEDULE 13D


CUSIP No. CUSIP No. 167889 10 4				Page 4 of 19


(1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) The Jacmar Companies IRS No.: 95-2808722

(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ý
				(b) o

(3)	SEC USE ONLY

(4)	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC

(5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
				o

(6)	CITIZENSHIP OR PLACE OF ORGANIZATION California

NUMBER OF SHARES		(7)	SOLE VOTING POWER 1,190,200
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	SHARED VOTING POWER 6,081,658(1)
PERSON WITH
		(9)	SOLE DISPOSITIVE POWER 1,190,200

		(10)	SHARED DISPOSITIVE POWER 6,081,658(1)

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,271,858 shares

(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				ý

(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.7%(2)

(14)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

(1): The reporting person expressly disclaims beneficial ownership with respect to all shares held by BJ Chicago, LLC except to the extent of the reporting person's pecuniary interest therein.
(2): Based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002.

SCHEDULE 13D


CUSIP No. CUSIP No. 167889 10 4				Page 5 of 19


(1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) William H. Tilley

(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ý
				(b) o

(3)	SEC USE ONLY

(4)	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF

(5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
				o

(6)	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES		(7)	SOLE VOTING POWER 805,700
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	SHARED VOTING POWER 7,304,289(1)
PERSON WITH
		(9)	SOLE DISPOSITIVE POWER 805,700

		(10)	SHARED DISPOSITIVE POWER 7,304,289(1)

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,109,989 shares

(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				ý

(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.0%(2)

(14)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1): The reporting person expressly disclaims beneficial ownership with respect to all shares held by BJ Chicago, LLC and The Jacmar Companies except to the extent of the reporting person's pecuniary interest therein.
(2): Based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002.

SCHEDULE 13D


CUSIP No. CUSIP No. 167889 10 4				Page 6 of 19


(1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) James A. Dal Pozzo

(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ý
				(b) o

(3)	SEC USE ONLY

(4)	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF

(5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
				o

(6)	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES		(7)	SOLE VOTING POWER 12,500
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	SHARED VOTING POWER 7,303,558(1)
PERSON WITH
		(9)	SOLE DISPOSITIVE POWER 12,500

		(10)	SHARED DISPOSITIVE POWER 7,303,558(1)

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,316,058 shares

(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				ý

(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 37.9%(2)

(14)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1): The reporting person expressly disclaims beneficial ownership with respect to all shares held by BJ Chicago, LLC and The Jacmar Companies except to the extent of the reporting person's pecuniary interest therein.
(2): Based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002.

SCHEDULE 13D


CUSIP No. CUSIP No. 167889 10 4				Page 7 of 19


(1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jerry G. Brassfield

(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ý
				(b) o

(3)	SEC USE ONLY

(4)	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF

(5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
				o

(6)	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES		(7)	SOLE VOTING POWER 23,021
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	SHARED VOTING POWER 6,081,658(1)
PERSON WITH
		(9)	SOLE DISPOSITIVE POWER 23,021

		(10)	SHARED DISPOSITIVE POWER 6,081,658(1)

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,104,679 shares

(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				ý

(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.6%(2)

(14)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1): The reporting person expressly disclaims beneficial ownership with respect to all shares held by BJ Chicago, LLC except to the extent of the reporting person's pecuniary interest therein.
(2): Based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002.

SCHEDULE 13D


CUSIP No. CUSIP No. 167889 10 4				Page 8 of 19


(1)	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Shann M. Brassfield

(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ý
				(b) o

(3)	SEC USE ONLY

(4)	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF

(5)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
				o

(6)	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES		(7)	SOLE VOTING POWER 12,500
BENEFICIALLY
OWNED BY EACH REPORTING		(8)	SHARED VOTING POWER 6,081,658(1)
PERSON WITH
		(9)	SOLE DISPOSITIVE POWER 12,500

		(10)	SHARED DISPOSITIVE POWER 6,081,658(1)

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,094,158 shares

(12)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				ý

(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.5%(2)

(14)	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1): The reporting person expressly disclaims beneficial ownership with respect to all shares held by BJ Chicago, LLC except to the extent of the reporting person's pecuniary interest therein.
(2): Based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002.

This statement relating to Chicago Pizza & Brewery, Inc., a California corporation ("Chicago Pizza"), is being filed as (1) Amendment No. 1 to Schedule 13D to amend the Schedule 13D filed by James A. Dal Pozzo, The Jerry G. Brassfield Revocable Trust and The Shann M. Brassfield Revocable Trust with the Securities and Exchange Commission on February 22, 2002; (2) Amendment No. 2 to Schedule 13D to amend the Schedule 13D filed by William H. Tilley with the Securities and Exchange Commission on May 14, 2001, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on February 22, 2002; (3) Amendment No. 3 to Schedule 13D to amend the Schedule 13D filed by B.J. Chicago, LLC and Golden Resorts, Inc. with the Securities and Exchange Commission on January 29, 2001, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on May 14, 2001 and Amendment No. 2 thereto filed with the Securities and Exchange Commission on February 22, 2002; and (4) Amendment No. 4 to Schedule 13D to amend the Schedule 13D filed by The Jacmar Companies with the Securities and Exchange Commission on December 21, 2000, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on January 29, 2001, Amendment No. 2 thereto filed with the Securities and Exchange Commission on May 14, 2001 and Amendment No. 3 thereto filed with the Securities and Exchange Commission on February 22, 2002. The Schedule 13D filed by The Jacmar Companies with the Securities and Exchange Commission on December 21, 2000 was filed to amend the Schedule 13G filed by The Jacmar Companies with the Securities and Exchange Commission on August 10, 2000, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on August 30, 2000 and Amendment No. 2 thereto filed with the Securities and Exchange Commission on December 5, 2000.

Item 1. Security and Issuer.

This statement relates to shares of Chicago Pizza's common stock, no par value per share ("Chicago Pizza Common Stock"). The principal executive offices of Chicago Pizza are located at 26131 Marguerite Parkway, Suite A, Mission Viejo, California 92692.

Item 2. Identity and Background.

(a)-(c), (f) BJ Chicago, LLC ("BJ Chicago") is a Delaware limited liability company. BJ Chicago's address is 2200 W. Valley Blvd., Alhambra, California 91803. The principal business of BJ Chicago is purchasing and holding for investment shares of Chicago Pizza Common Stock.

Golden Resorts, Inc. ("Golden Resorts") is a Nevada corporation. Golden Resorts' address is P.O. Box 1198, Los Gatos, California 95301. The principal business of Golden Resorts is investment and real estate development.

The Jacmar Companies is a California corporation. The Jacmar Companies' address is 2200 W. Valley Blvd., Alhambra, California 91803. The principal business of The Jacmar Companies is operating a specialty wholesale foodservice distributor serving Central and Southern California, operating various restaurants, performing property management services and making investments.

William H. Tilley is the CEO and Chairman of the Board of Directors of The Jacmar Companies and beneficially owns 69.3% of The Jacmar Companies' outstanding stock. His business address is 2200 W. Valley Blvd., Alhambra, California 91803.

James A. Dal Pozzo is a director of Chicago Pizza and is the President of The Jacmar Companies. Mr. Dal Pozzo also beneficially owns 7.0% of The Jacmar Companies' outstanding stock. His business address is 2200 W. Valley Blvd., Alhambra, California 91803.

Jerry G. Brassfield is a director of Golden Resorts and beneficially owns 44.7% of Golden Resorts' outstanding stock. Mr. J.G. Brassfield is sole trustee of The Jerry G. Brassfield Revocable Trust

("JGBRT"), a trust formed under the laws of the State of California. The business address of Mr. J.G. Brassfield is P.O. Box 1198, Los Gatos, California 95301.

Shann M. Brassfield is the President of Golden Resorts and beneficially owns 28.9% of Golden Resorts' outstanding stock. Mr. S.M. Brassfield is sole trustee of The Shann M. Brassfield Revocable Trust ("SMBRT"), a trust formed under the laws of the State of California. The business address of Mr. S.M. Brassfield is P.O. Box 1198, Los Gatos, California 95301.

BJ Chicago, Golden Resorts, The Jacmar Companies and Messrs. W. Tilley, Dal Pozzo, J.G. Brassfield and S.M. Brassfield are referred to herein collectively as the "Filing Parties." The Filing Parties may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and have entered into a Joint Filing Agreement, a copy of which is attached hereto as Exhibit 9, to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Exchange Act.

The Jacmar Companies and Golden Resorts are the sole managers of BJ Chicago. The Jacmar Companies, Golden Resorts, Mr. W. Tilley, Mr. Dal Pozzo, JGBRT and SMBRT collectively own 100% of the membership interests of BJ Chicago. As such, Golden Resorts, The Jacmar Companies and Messrs. W. Tilley, Dal Pozzo, J.G. Brassfield and S.M. Brassfield share voting and dispositive power over the shares of Chicago Pizza Common Stock held by BJ Chicago.

Set forth below is a list of the directors and executive officers of The Jacmar Companies and Golden Resorts, each of whom is a citizen of the United States. Unless otherwise listed, each person's present principal occupation or employment is as an officer or director of The Jacmar Companies or Golden Resorts, as the case may be, and the principal business address of each officer is that of The Jacmar Companies or Golden Resorts, as the case may be.

Executive Officers and Directors of The Jacmar Companies:

William H. Tilley, CEO and Chairman of the Board

James A. Dal Pozzo, President

Robert R. Hill, Executive Vice President and Director

Tom Simms, Director
President and CEO of Mimi's Café
17852 E. 17^th Street, Suite 108
Tustin, California 92780

James P. Birdwell, Director
Principal and Executive V.P. of Reed, Conner & Birdwell, LLC
11111 Santa Monica Blvd.
Los Angeles, California 90025

Executive Officers and Directors of Golden Resorts:

Shann M. Brassfield, President and Director

Barbara Walters, Secretary and Treasurer

Jerry G. Brassfield, Director

Joseph A. Sperske, Director
Attorney

215 Hidden Creek Dr.
Auburn, California 95603

(d)-(e) During the last five years, none of the persons named in this Item 2 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of the proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in Item 5 is incorporated herein by reference.

The aggregate purchase price for the 3,200,000 shares of Chicago Pizza Common Stock acquired by BJ Chicago on August 10, 2001 was $8,000,000. The source of funds for the purchase of the shares of Chicago Pizza Common Stock acquired by BJ Chicago was from capital contributions made by its members. The members used working capital and their own personal funds to make their capital contributions.

The aggregate purchase price for the 661,358 shares of Chicago Pizza Common Stock acquired by BJ Chicago from significant shareholders of Chicago Pizza on March 13, 2001 was $1,818,734.50. The source of funds for the purchase of the shares of Chicago Pizza Common Stock acquired by BJ Chicago was from additional capital contributions made by its members. The members used working capital to make their capital contributions.

The aggregate purchase price for the 2,206,500 shares of Chicago Pizza Common Stock acquired by BJ Chicago on January 18, 2001 was $8,826,000. The source of funds for the purchase of the shares of Chicago Pizza Common Stock acquired by BJ Chicago was from capital contributions made by its members. The members used working capital to make their capital contributions.

The aggregate purchase price for the 1,190,200 shares of Chicago Pizza Common Stock acquired by The Jacmar Companies was $2,825,174. The source of funds for the purchase of the shares of Chicago Pizza Common Stock acquired by The Jacmar Companies was from working capital.

The aggregate purchase price for the 800,000 shares of Chicago Pizza Common Stock acquired by Mr. W. Tilley on April 30, 2001 was $2,000,000. Mr. Tilley used his own personal funds to make the purchase.

Item 4. Purpose of Transaction.

Each of the persons named in Item 2 acquired its shares of Chicago Pizza Common Stock for investment purposes. Upon the completion of BJ Chicago's acquisition of shares on January 18, 2001, Chicago Pizza elected two designees of BJ Chicago to its Board of Directors.

Each of the persons named in Item 2 intends to monitor and evaluate its direct and indirect investments in Chicago Pizza on a continuing basis. Based upon their evaluation from time to time, it may acquire additional shares of Chicago Pizza Common Stock of Chicago Pizza, dispose of shares of Chicago Pizza Common Stock it beneficially owns, submit one or more proposals for the consideration of management of Chicago Pizza, and/or communicate with other shareholders of Chicago Pizza.

Except as set forth above, none of the persons named in Item 2 has any plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The persons named in Item 2, however, may at any time and from time to time, review or reconsider their positions with respect to any of such matters.

Item 5. Interest in Securities of the Issuer.

(a)-(b) BJ Chicago beneficially owns 6,081,658 shares of Chicago Pizza Common Stock. The shares of Chicago Pizza Common Stock beneficially owned by BJ Chicago represent approximately 31.5% of the issued and outstanding shares of Chicago Pizza Common Stock, based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002. The shares are beneficially owned by BJ Chicago directly, and BJ Chicago has sole voting and dispositive power over such shares.

The Jacmar Companies and Golden Resorts are the only managers of BJ Chicago. The Jacmar Companies, Golden Resorts, Mr. W. Tilley, Mr. Dal Pozzo, JGBRT and SMBRT collectively own 100% of the membership interests of BJ Chicago, as follows:

Name	Membership Interest
The Jacmar Companies	23.58	%
Golden Resorts	8.21	%
William H. Tilley	18.09	%
James A. Dal Pozzo	1.68	%
JGBRT	46.77	%
SMBRT	1.68	%

Golden Resorts beneficially owns 6,081,658 shares of Chicago Pizza Common Stock. The shares of Chicago Pizza Common Stock beneficially owned by Golden Resorts represent approximately 31.5% of the issued and outstanding shares of Chicago Pizza Common Stock, based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002. The shares beneficially owned by Golden Resorts are held by BJ Chicago, of which Golden Resorts is a member and co-manager. Golden Resorts has shared voting and dispositive power over such shares.

The Jacmar Companies beneficially owns 7,271,858 shares of Chicago Pizza Common Stock. The shares of Chicago Pizza Common Stock beneficially owned by The Jacmar Companies represent approximately 37.7% of the issued and outstanding shares of Chicago Pizza Common Stock, based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002. The shares are beneficially owned by The Jacmar Companies as follows, and unless otherwise indicated, The Jacmar Companies has sole voting and dispositive power over such shares:

(1): 1,190,200 shares are held by The Jacmar Companies directly; and
(2): 6,081,658 shares are held by BJ Chicago, of which The Jacmar Companies is a member and co-manager. The Jacmar Companies has shared voting and dispositive power over such shares.

Mr. W. Tilley beneficially owns 8,109,989 shares of Chicago Pizza Common Stock. The shares of Chicago Pizza Common Stock beneficially owned by Mr. W. Tilley represent approximately 42.0% of the issued and outstanding shares of Chicago Pizza Common Stock, based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002. The shares are beneficially owned by Mr. W. Tilley as follows, and unless otherwise indicated, Mr. W. Tilley has sole voting and dispositive power over such shares:

(1): 801,700 shares are held by Mr. W. Tilley directly;
(2): 4,000 shares are held by the Bethany Commercial Center Partnership, of which Mr. W. Tilley is general partner;

(3): 6,081,658 shares are held by BJ Chicago, of which Mr. W. Tilley is a member. Mr. W. Tilley has shared voting and dispositive power over such shares;
(4): 1,190,200 shares are held by The Jacmar Companies, of which Mr. W. Tilley is Chairman of the Board and CEO. Mr. W. Tilley also beneficially owns 69.3% of The Jacmar Companies' outstanding stock. Mr. W. Tilley has shared voting and dispositive power over such shares;
(5): 27,300 shares are held by the William Tilley Family Foundation, of which Mr. W. Tilley is President and a Director. Mr. W. Tilley may be deemed to share voting and dispositive power over such shares;
(6): 3,531 shares are held by John Tilley, Mr. W. Tilley's son. Mr. W. Tilley may be deemed to share voting and dispositive power over such shares; and
(7): 1,600 shares are held by Nicole Tilley, Mr. W. Tilley's daughter. Mr. W. Tilley may be deemed to share voting and dispositive power over such shares.

Mr. Dal Pozzo beneficially owns 7,316,058 shares of Chicago Pizza Common Stock. The shares of Chicago Pizza Common Stock beneficially owned by Mr. Dal Pozzo represent approximately 37.9% of the issued and outstanding shares of Chicago Pizza Common Stock, based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002. The shares are beneficially owned by Mr. Dal Pozzo as follows, and unless otherwise indicated, Mr. Dal Pozzo has sole voting and dispositive power over such shares:

(1): 6,081,658 shares are held by BJ Chicago, of which Mr. Dal Pozzo is a member. Mr. Dal Pozzo has shared voting and dispositive power over such shares;
(2): 1,190,200 shares are held by The Jacmar Companies, of which Mr. Dal Pozzo is President. Mr. Dal Pozzo also beneficially owns 7.0% of The Jacmar Companies' outstanding stock. Mr. Dal Pozzo has shared voting and dispositive power over such shares;
(3): 27,300 shares are held by the William Tilley Family Foundation, of which Mr. Dal Pozzo is Secretary and a Director. Mr. Dal Pozzo may be deemed to share voting and dispositive power over such shares;
(4): 3,000 shares are held by the John Tilley 1992 Trust, of which Mr. Dal Pozzo is co-trustee. Mr. Dal Pozzo has shared voting and dispositive power over such shares;
(5): 1,000 shares are held by the Nicole Tilley 1992 Trust, of which Mr. Dal Pozzo is co-trustee. Mr. Dal Pozzo has shared voting and dispositive power over such shares;
(6): 200 shares are held by the John Tilley Trust, of which Mr. Dal Pozzo is co-trustee. Mr. Dal Pozzo has shared voting and dispositive power over such shares;
(7): 200 shares are held by the Nicole Tilley Trust, of which Mr. Dal Pozzo is co-trustee. Mr. Dal Pozzo has shared voting and dispositive power over such shares; and
(8): 12,500 shares are subject to options that are held by Mr. Dal Pozzo directly and are currently exercisable or will become exercisable within 60 days.

Mr. J.G. Brassfield beneficially owns 6,104,679 shares of Chicago Pizza Common Stock. The shares of Chicago Pizza Common Stock beneficially owned by Mr. J.G. Brassfield represent approximately 31.6% of the issued and outstanding shares of Chicago Pizza Common Stock, based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002. The shares are

beneficially owned by Mr. J.G. Brassfield as follows, and unless otherwise indicated, Mr. J.G. Brassfield has sole voting and dispositive power over such shares:

(1): 17,164 shares are held by Mr. J.G. Brassfield directly;
(2): 5,857 shares are held by Mr. J.G. Brassfield as custodian for Kendra E. Brassfield, Mr. J.G. Brassfield's daughter; and
(3): 6,081,658 shares are held by BJ Chicago, of which JGBRT is a member. Mr. J.G. Brassfield is sole trustee of JGBRT and has shared voting and dispositive power over such shares.

Mr. S.M. Brassfield beneficially owns 6,094,158 shares of Chicago Pizza Common Stock. The shares of Chicago Pizza Common Stock beneficially owned by Mr. S.M. Brassfield represent approximately 31.5% of the issued and outstanding shares of Chicago Pizza Common Stock, based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002. The shares are beneficially owned by Mr. S.M. Brassfield as follows, and unless otherwise indicated, Mr. S.M. Brassfield has sole voting and dispositive power over such shares:

(1): 6,081,658 shares are held by BJ Chicago, of which SMBRT is a member. Mr. S.M. Brassfield is the sole trustee of SMBRT and has shared voting and dispositive power over such shares; and
(2): 12,500 shares are subject to options that are held by Mr. S.M. Brassfield directly and are currently exercisable or will become exercisable within 60 days.

The officers and directors of the William Tilley Family Foundation, a non-profit charitable foundation formed under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, are as follows:

Name		Position
William H. Tilley		President and Director
James A. Dal Pozzo		Secretary and Director
Gregory D. Snyder		Chief Financial Officer and Director

Mr. Snyder is a senior partner in the accounting firm of Rose, Snyder & Jacobs and his business address is 15821 Ventura Blvd., Suite 490, Encino, California 91436.

Mr. J. Tilley is a student, and his address is 2200 W. Valley Blvd., Alhambra, California 91803. Ms. N. Tilley is a district sales representative for a subsidiary of The Jacmar Companies, and her business address is 2200 W. Valley Blvd., Alhambra, California 91803.

Montgomery Fisher is co-trustee of each of the John Tilley 1992 Trust, John Tilley Trust, Nicole Tilley 1992 Trust and Nicole Tilley Trust. Mr. Fisher is retired, and his address is 2126 Cotner Avenue, Los Angeles, California 90025.

Robert R. Hill beneficially owns 2,146 shares of Chicago Pizza Common Stock. The shares of Chicago Pizza Common Stock beneficially owned by Mr. R. Hill represent less than 0.1% of the issued and outstanding shares of Chicago Pizza Common Stock, based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002. Of the shares beneficially owned by Mr. R. Hill, 2,000 shares are held by Mr. R. Hill directly, over which Mr. R. Hill has sole voting and dispositive power, and 146 shares are held by Timothy Hill, Mr. R. Hill's son. Mr. R. Hill may be deemed to share voting and dispositive power over, and disclaims beneficial ownership with respect to, the shares of Chicago Pizza Common Stock held by Mr. T. Hill. Mr. T. Hill is an employee of a

restaurant owned by The Jacmar Companies, and his address is 346 Salta Verde Point, Long Beach, California 90803.

Tom Simms beneficially owns 20,000 shares of Chicago Pizza Common Stock. The shares of Chicago Pizza Common Stock beneficially owned by Mr. Simms represent approximately 0.1% of the issued and outstanding shares of Chicago Pizza Common Stock, based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002. The shares are beneficially owned by Mr. Simms through a trust of which he is sole trustee, and Mr. Simms has sole voting and dispositive power over such shares.

James P. Birdwell beneficially owns 10,000 shares of Chicago Pizza Common Stock. The shares of Chicago Pizza Common Stock beneficially owned by Mr. Birdwell represent approximately 0.1% of the issued and outstanding shares of Chicago Pizza Common Stock, based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002. The shares are beneficially owned by Mr. Birdwell directly, and Mr. Birdwell has sole voting and dispositive power over such shares.

Joseph A. Sperske beneficially owns 19,238 shares of Chicago Pizza Common Stock. The shares of Chicago Pizza Common Stock beneficially owned by Mr. Sperske represent approximately 0.1% of the issued and outstanding shares of Chicago Pizza Common Stock, based on 19,304,715 shares of Chicago Pizza Common Stock outstanding as of November 7, 2002, as reported in Chicago Pizza's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002. The shares are beneficially owned by Mr. Sperske as follows, and Mr. Sperske has sole voting and dispositive power over such shares:

(1): 10,704 shares are held by the Melissa Brassfield Revocable Trust, of which Mr. Sperske is sole trustee;
(2): 4,981 shares are held by the Robert Anthony Brassfield Revocable Trust, of which Mr. Sperske is sole trustee;
(3): 1,000 shares are held by the Chad Joseph Brassfield Trust, of which Mr. Sperske is sole trustee;
(4): 1,000 shares are held by the Jared Stanley Brassfield Trust, of which Mr. Sperske is sole trustee; and
(5): 1,553 shares are held by Mr. Sperske as custodian for Shann D. Brassfield.

Each of Golden Resorts, The Jacmar Companies and Messrs. W. Tilley, Dal Pozzo, J.G. Brassfield and S.M. Brassfield disclaims beneficial ownership with respect to the 6,081,658 shares of Chicago Pizza Common Stock held by BJ Chicago except to the extent of the their pecuniary interest therein. Each of Messrs. W. Tilley and Dal Pozzo disclaims beneficial ownership with respect to the 1,190,200 shares of Chicago Pizza Common Stock held by The Jacmar Companies except to the extent of their pecuniary interest therein. Each of Messrs. W. Tilley and Dal Pozzo also disclaims beneficial ownership with respect to the 27,300 shares of Chicago Pizza Common Stock held by the William Tilley Family Foundation. Mr. W. Tilley disclaims beneficial ownership with respect to the 3,351 shares of Chicago Pizza Common Stock held by Mr. J. Tilley and the 1,600 shares of Chicago Pizza Common Stock held by Ms. N. Tilley.

To the knowledge of the Filing Parties, during the last five years, none of Messrs. Snyder, J. Tilley, Fisher or T. Hill or Ms. N. Tilley has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of the proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(c) On December 5, 2002, Mr. Simms, through a trust of which he is sole trustee, purchased 10,000 shares of Chicago Pizza Common Stock for cash on the open market at a purchase price of $7.0346 per share. The shares were purchased by Mr. Simms using personal funds held by the trust for an aggregate consideration of $70,346.

On December 6, 2002, BJ Chicago purchased 13,800 shares of Chicago Pizza Common Stock for cash in a private transaction at a purchase price of $7.00 per share. The shares were purchased by BJ Chicago using funds from capital contributions made by its members for an aggregate consideration of $96,600. The members used working capital and their own personal funds to make their capital contributions.

On December 6, 2002, the William Tilley Family Foundation purchased 9,200 shares of Chicago Pizza Common Stock for cash in a private transaction at a purchase price of $7.00 per share. The shares were purchased by the William Tilley Family Foundation using working capital for an aggregate consideration of $64,400.

(d)-(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The Jacmar Companies and Golden Resorts are parties to the Limited Liability Company Operating Agreement of BJ Chicago, as amended (the "Operating Agreement"). Under the Operating Agreement, a unanimous vote of the managers of BJ Chicago is required for voting the shares of Chicago Pizza Common Stock held by BJ Chicago. The Jacmar Companies and Golden Resorts are the only managers of BJ Chicago. Similarly, under the Operating Agreement, a unanimous vote of the members of BJ Chicago is required for disposing of the shares of Chicago Pizza Common Stock held by BJ Chicago or for acquiring additional shares of Chicago Pizza Common Stock. The Jacmar Companies, Golden Resorts, Mr. W. Tilley, Mr. Dal Pozzo, JGBRT and SMBRT are the only members of BJ Chicago.

On October 24, 2002, Golden Resorts entered into a $1,500,000 loan with Cupertino National Bank & Trust evidenced by a promissory note and related Commercial Pledge and Security Agreement with Cupertino National Bank & Trust, pursuant to which Golden Resorts pledged its allocable interest in the shares of Chicago Pizza Common Stock held by BJ Chicago. To effectuate this pledge, BJ Chicago entered into a letter agreement with Greater Bay Bank and a Collateral Account Control Agreement with Cupertino National Bank & Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), pursuant to which Cupertino National Bank & Trust was granted a security interest in 499,003 shares of Chicago Pizza Common Stock to be held by Merrill Lynch in a pledged collateral account.

Except as set forth above, to the knowledge of the Filing Parties, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among any of the persons named in Item 2 or between any of the persons named in Item 2 and any other person with respect to any securities of Chicago Pizza, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

1.: Limited Liability Operating Agreement of BJ Chicago dated as of December 20, 2000.*
2.: First Amendment to Limited Liability Operating Agreement of BJ Chicago dated as of July 31, 2001.**

3.: Second Amendment to Limited Liability Operating Agreement of BJ Chicago dated as of December 5, 2002.**
4.: Third Amendment to Limited Liability Operating Agreement of BJ Chicago dated as of December 6, 2002.**
5.: Promissory Note dated October 24, 2002 by Golden Resorts in favor of Cupertino National Bank & Trust for $1,500,000 in principal amount.**
6.: Commercial Pledge and Security Agreement dated October 24, 2002 between Golden Resorts and Cupertino National Bank & Trust.**
7.: Letter dated November 1, 2002 from BJ Chicago to Greater Bay Bank regarding the pledge of Chicago Pizza Common Stock by Golden Resorts.**
8.: Collateral Account Control Agreement dated November 26, 2002 among BJ Chicago, Cupertino National Bank & Trust and Merrill Lynch, Pierce, Fenner & Smith Incorporated.**
9.: Joint Filing Agreement.**

*: Incorporated by reference to the Schedule 13D filed by B.J. Chicago and Golden Resorts with the Securities and Exchange Commission on January 29, 2001, as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on May 14, 2001 and Amendment No. 2 thereto filed with the Securities and Exchange Commission on February 22, 2002.
**: Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 31, 2002

BJ CHICAGO, LLC
By: The Jacmar Companies Its: Manager
	By:	/s/ JAMES A. DAL POZZO
	Name: James A. Dal Pozzo Its: President
By: Golden Resorts, Inc. Its: Manager
	By:	/s/ SHANN M. BRASSFIELD
	Name: Shann M. Brassfield Its: President

		GOLDEN RESORTS, INC.

		By:	/s/ SHANN M. BRASSFIELD
		Name: Shann M. Brassfield Its: President
		THE JACMAR COMPANIES

		By:	/s/ JAMES A. DAL POZZO
		Name: James A. Dal Pozzo Its: President
		WILLIAM H. TILLEY

		By:	/s/ WILLIAM H. TILLEY
		Name: William H. Tilley
		JAMES A. DAL POZZO

		By:	/s/ JAMES A. DAL POZZO
		Name: James A. Dal Pozzo

		JERRY G. BRASSFIELD

		By:	/s/ JERRY G. BRASSFIELD
		Name: Jerry G. Brassfield
		SHANN M. BRASSFIELD

		By:	/s/ SHANN M. BRASSFIELD
		Name: Shann M. Brassfield

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SCHEDULE 13D
SCHEDULE 13D
SCHEDULE 13D
SCHEDULE 13D
SCHEDULE 13D
SCHEDULE 13D
SCHEDULE 13D

Item 1. Security and Issuer.

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

Item 4. Purpose of Transaction.

Item 5. Interest in Securities of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

SIGNATURE
EX-2 3 a2096005zex-2.htm EX-2
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Exhibit 2

FIRST AMENDMENT TO
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
BJ CHICAGO, L.L.C.

THIS AMENDMENT is made this 31st day of July, 2001 by and among the persons or entities whose names appear on Exhibit "A" to this Amendment.

Recitals

1. On December 20, 2000, The Jacmar Companies and Golden Resorts, Inc. entered into a Limited Liability Company Operating Agreement (the "Operating Agreement") for BJ Chicago, L.L.C., a Delaware limited liability company, in which they are Members.

2. The Members of BJ Chicago, L.L.C. have made and intend to make additional investments in shares of stock of Chicago Pizza, Incorporated.

3. The Members of BJ Chicago, L.L.C. desire to admit a new Member and to revise the allocation of profits and losses among the new group of Members.

NOW, THEREFORE, it is agreed that the Operating Agreement is amended as follows:

FIRST: Sections 3.1 and 3.2.1 of Article 3 of the Operating Agreement are amended to read as follows:

"3.1 Capital contributions of Members. The Members have made or will shortly make the Capital contributions set forth opposite their names on Exhibit "A" attached hereto. The additional capital will be used to pay formation expenses and to purchase additional shares of common stock of Chicago Pizza, Incorporated. Upon completion of the pending purchase of 3,200,000 shares of common stock of Chicago Pizza, Incorporated, the Company will own 6,067,858 shares of such stock (the "Shares").

"3.2 Additional Capital Contributions by Members.

3.2.1 Each Member shall be allocated an interest in the 6,067,858 shares of Chicago Pizza, Incorporated as set forth in Exhibit "A" (with a Member's allocable interest in the Shares referred to as an "Allocable share")."

SECOND: In all other respects, the terms and provisions of the Operating Agreement are restated and confirmed.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first written above.

		THE JACMAR COMPANIES
		By:		/s/ JAMES A. DAL POZZO James A. Dal Pozzo, President
		GOLDEN RESORTS, INC.
		By:		/s/ SHANN M. BRASSFIELD Shann M. Brassfield, President
		/s/ WILLIAM H. TILLEY William H. Tilley
		/s/ JAMES A. DAL POZZO James A. Dal Pozzo
		JERRY G. BRASSFIELD REVOCABLE TRUST
		By:		/s/ JERRY G. BRASSFIELD Jerry G. Brassfield, Trustee
		SHANN M. BRASSFIELD REVOCABLE TRUST
		By:		/s/ SHANN M. BRASSFIELD Shann M. Brassfield, Trustee

EXHIBIT "A"

BJ Chicago, LLC
Capitalization Schedule
As of August 1, 2001

	Jacmar		GRI	Tilley	Dal Pozzo	S.M.B. RT	J.G.B. RT	Total
Purchase of Habash Shares	$	4,413,000	641,280	0	0	0	3,771,720	8,826,000
Purchase of CEO Shares		909,367	132,143	0	0	0	777,225	1,818,735
Formation expense through 6/30/01		15,000	15,000	0	0	0	0	30,000
Priviate Placement—Tranche 2		0	726,577	2,750,000	250,000	250,000	4,023,423	8,000,000

	$	5,337,367	1,515,000	2,750,000	250,000	250,000	8,572,368	18,674,735

Share Acquisition

	Jacmar		GRI		Tilley		Dal Pozzo		S.M.B. RT		J.G.B. RT		Total
Purchase of Habash Shares	1,103,250		160,320		0		0		0		942,930		2,206,500
Purchase of CEO Shares	330,679		48,052		0		0		0		282,627		661,358
Priviate Placement—Tranche 2	0		290,631		1,100,000		100,000		100,000		1,609,369		3,200,000

	1,433,929		499,003		1,100,000		100,000		100,000		2,834,926		6,067,858

LLC Percentage Interest	23.63	%	8.22	%	18.13	%	1.65	%	1.65	%	46.72	%	100.00	%

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Exhibit 2

EX-3 4 a2096005zex-3.htm EX-3
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Exhibit 3

SECOND AMENDMENT TO
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
BJ CHICAGO, L.L.C.

THIS SECOND AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Amendment") is made this 5th day of December, 2002, by and among the Members of BJ Chicago, L.L.C.

Recitals

2. On July 31, 2001, the Members entered into a First Amendment to Limited Liability Company Operating Agreement in connection with the purchase of additional Shares and the addition of new Members.

3. The Members now wish to further amend the Operating Agreement to permit Members to use their Allocable Share (as defined below) of the Shares held by the Company as collateral for third-party loans and to clarify certain other provisions of the Operating Agreement.

Agreement

NOW, THEREFORE, it is agreed that the Operating Agreement is amended as follows:

FIRST: Sections 3.2.1 and 3.2.2 of Article 3 of the Operating Agreement are amended to read as follows:

"3.2.1 Each Member shall be allocated an interest in the Shares held by the Company as set forth in Exhibit "A" (with a Member's allocable interest in the Shares referred to as an "Allocable Share")."

"3.2.2 If the Members, by unanimous consent, wish to cause the Company to purchase Additional Shares, one or more Members shall contribute to the Company cash (the "Additional Capital Contribution"), with the aggregate amount of such Additional Capital Contribution equal to the product of (a) the per share price of the additional Shares and (b) the number of additional Shares to be purchased. Upon any purchase of additional Shares pursuant to this Section 3.2.2, appropriate adjustment shall be made to Exhibit "A" such that each Member's Allocable Share reflects whether and to what extent such Member contributed to the Additional Capital Contribution used to purchase such additional Shares."

SECOND: A new Section 4.4 is added to the Operating Agreement which reads as follows:

"4.4 Using Shares as Collateral. Upon the unanimous consent of the Members, the Company shall permit a Member to use its Allocable Share of the Shares as collateral for a loan made by a third-party lender to such Member. In such a case, the Company shall enter into such documents or take any other actions as may be appropriate to create and perfect a security interest in a number of Shares equal to such Member's Allocable Share (the "Collateral Shares"), including without limitation by pledging the Collateral Shares. Upon a foreclosure on the pledge by the lender, the borrowing Member's Allocable Share shall be decreased by the number of Shares foreclosed upon by the lender."

THIRD: Terms used in this Amendment and not otherwise defined shall have the meanings given such terms in the Operating Agreement, as amended to date. The amendments to the Operating Agreement contemplated hereby shall be effective retroactively to the original date of the Operating Agreement. In all other respects, the terms and provisions of the Operating Agreement are restated and confirmed.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

THE JACMAR COMPANIES		GOLDEN RESORTS, INC.
By:	/s/ JAMES A. DAL POZZO James A. Dal Pozzo, President	By:	/s/ SHANN M. BRASSFIELD Shann M. Brassfield, President
/s/ JAMES A. DAL POZZO James A. Dal Pozzo		/s/ WILLIAM H. TILLEY William H. Tilley
JERRY G. BRASSFIELD REVOCABLE TRUST		SHANN M. BRASSFIELD REVOCABLE TRUST
By:	/s/ JERRY G. BRASSFIELD Jerry G. Brassfield, Trustee	By:	/s/ SHANN M. BRASSFIELD Shann M. Brassfield, Trustee

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Exhibit 3

EX-4 5 a2096005zex-4.htm EX-4
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Exhibit 4

THIRD AMENDMENT TO
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
BJ CHICAGO, L.L.C.

THIS THIRD AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Amendment") is made this 6th day of December, 2002, by and among the Members of BJ Chicago, L.L.C.

Recitals

2. On July 31, 2001, the Members entered into a First Amendment to Limited Liability Company Operating Agreement in connection with the purchase of additional Shares and the addition of new Members.

3. On December 5, 2002 the Members entered into a Second Amendment to Limited Liability Company Operating Agreement to permit Members to use their Allocable Share of the Shares held by the Company as collateral for third-party loans and to clarify certain other provisions of the Operating Agreement.

4. On December 6, 2002 the Members of BJ Chicago, LLC desire to make additional investments in shares of stock of Chicago Pizza & Brewery, Inc and revise the ownership and the allocation of profits and losses among the Members.

Agreement

NOW, THEREFORE, it is agreed that the Operating Agreement is amended as follows:

FIRST: Sections 3.1 and 3.2.1 of Article 3 of the Operating Agreement are amended to read as follows:

"3.1 Capital contributions of Members. The Members have made or will shortly make the Capital contributions set forth opposite their names on Exhibit "A" attached hereto. The additional capital will be used to purchase additional shares of common stock of Chicago Pizza & Brewery, Inc. Upon completion of the pending purchase of 13,800 shares of common stock of Chicago Pizza & Brewery, Inc. the Company will own 6,081,385 shares of such stock (the "Shares").

"3.2.1 Additional Capital Contributions by Members. Each Member shall be allocated an interest in the 6,081,385 shares of Chicago Pizza & Brewery, Inc. as set forth in Exhibit "A" (with a Member's allocable interest in the Shares referred to as an "Allocable share")."

SECOND: Terms used in this Amendment and not otherwise defined shall have the meanings given such terms in the Operating Agreement, as amended to date. The amendments to the Operating Agreement contemplated hereby shall be effective retroactively to the original date of the Operating Agreement. In all other respects, the terms and provisions of the Operating Agreement are restated and confirmed.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

THE JACMAR COMPANIES		GOLDEN RESORTS, INC.
By:	/s/ JAMES A. DAL POZZO James A. Dal Pozzo, President	By:	/s/ SHANN M. BRASSFIELD Shann M. Brassfield, President
/s/ JAMES A. DAL POZZO James A. Dal Pozzo		/s/ WILLIAM H. TILLEY William H. Tilley
JERRY G. BRASSFIELD REVOCABLE TRUST		SHANN M. BRASSFIELD REVOCABLE TRUST
By:	/s/ JERRY G. BRASSFIELD Jerry G. Brassfield, Trustee	By:	/s/ SHANN M. BRASSFIELD Shann M. Brassfield, Trustee

EXHIBIT "A"

BJ Chicago, LLC
Capitalization Schedule
As of December 6, 2002

	Jacmar		GRI	Tilley	Dal Pozzo	S.M.B. RT	J.G.B. RT	Total
Purchase of Habash Shares	$	4,413,000	641,280	0	0	0	3,771,720	8,826,000
Purchase of CEO Shares		909,367	132,143	0	0	0	777,225	1,818,735
Formation expense through 6/30/01		15,000	15,000	0	0	0	0	30,000
Private Placement—Tranche 2		0	726,577	2,750,000	250,000	250,000	4,023,423	8,000,000
Purchase of Puchner Shares		0	0	0	16,100	16,100	64,400	96,600

	$	5,337,367	1,515,000	2,750,000	266,100	266,100	8,636,768	18,771,335

Pro Forma Share Acquisition

	Jacmar		GRI		Tilley		Dal Pozzo		Shann		Jerry		Total
Purchase of Habash Shares	1,103,250		160,320		0		0		0		942,930		2,206,500
Purchase of CEO Shares	330,679		48,052		0		0		0		282,627		561,358
Private Placement—Tranche 2	0		290,631		1,100,000		100,000		100,000		1,609,359		3,200,000
Purchase of Puchner Shares	0		0		0		2,300		2,300		9,200		13,800

	1,433,929		499,003		1,100,000		102,300		102,300		2,844,126		6,081,658

LLC Percentage Interest	23.58	%	8.21	%	18.09	%	1.68	%	1.68	%	46.77	%	100.00	%

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Exhibit 4

EX-5 6 a2096005zex-5.htm EX-5
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Exhibit 5

PROMISSORY NOTE

Principal	Loan Date	Maturity	Loan No.	Call / Coll.	Officer
$1,500,000.00	10-24-2002	09-03-2005	301071411	1050	610

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. Any item above containing "..." has been omitted due to text length limitations.

Borrower:

Golden Resorts, Inc.
P.O. Box 1198
Los Gatos, CA 95031

Lender:

Cupertino National Bank & Trust
Cupertino Main Office
20230 Stevens Creek Blvd.
Cupertino, CA 95014-2244

Principal Amount: $1,500,000.00

Initial Rate: 4.750%

Date of Note: October 24, 2002

PROMISE TO PAY. Golden Resorts, Inc. ("Borrower") promises to pay to Cupertino National Bank & Trust ("Lender"), or order, in lawful money of the United States of America, the principal amount of One Million Five Hundred Thousand & 00/100 Dollars ($1,500,000.00) or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on September 3, 2005. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning December 3, 2002, with all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable law, payments will be applied first to accrued unpaid interest, then to principal, and any remaining amount to any unpaid collection costs and late charges. The annual interest rate for this Note is computed on a 365/360 basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the Prime Rate as published in the Wall Street Journal (Western Edition) (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notice to Borrower. Lender will tell Borrower the current index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.750%. The interest rate to be applied to the unpaid principal balance of this Note will be at a rate equal to the Index, resulting in an initial rate of 4.750%. NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.

PREPAYMENT; MINIMUM INTEREST CHARGE. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest charge of $250.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's

obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Cupertino National Bank & Trust, Cupertino Main Office, 20230 Stevens Creek Blvd., Cupertino, CA 95014-2244.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment.

INTEREST AFTER DEFAULT. Upon Borrower's failure to pay all amounts declared due pursuant to this section, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 5.000 percentage points over the index.

DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note:

Payment Default. Borrower fails to make any payment when due under this Note.

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

Default in Favor of Third Parties. Borrower or any Grantor defaults 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 ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents.

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

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 or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Insufficient Market Value of Securities. Failure to satisfy Lender's requirement set forth in the Insufficient Market Value of Securities section of the Pledge Agreement.

Events Affecting Guarantor. Any of the preceding events occurs with respect to the 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 evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default.

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 this Note is impaired.

Cure Provisions. If any default, other than a default in payment or failure to satisfy Lender's requirement in the Insufficient Market Value of Securities section is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default, (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender 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, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. (Initial Here /s/ [ILLEGIBLE])

GOVERNING LAW. This Note will be governed by, construed and enforced in accordance with federal law and the laws of the State of California. This Note has been accepted by Lender in the State of California.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Santa Clara County State of California.

COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein: Merrill Lynch, Brokerage Account #25E-07495 described in a Commercial Pledge Agreement dated October 24, 2002.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with

the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; or (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender.

ADDITIONAL FINANCIAL REPORTING. Borrower agrees to provide Lender with annual company prepared fiscal year and financial statement and complete federal income tax return within thirty (30) days of filing.

COLLATERAL LTV. Borrower agrees to a 72 hours cure period if the loan balance outstanding is greater than 60.0% maximum loan to value or immediately pay down loan or provide Lender with additional collateral.

PRIOR NOTE. The Promissory Note from Golden Resorts, Inc. to Lender dated June 25, 2002.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:

GOLDEN RESORTS, INC.
By:	/s/ SHANN BRASSFIELD Shann Brassfield, President of Golden Resorts, Inc.

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Exhibit 5

EX-6 7 a2096005zex-6.htm EX-6
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Exhibit 6

COMMERCIAL PLEDGE AND SECURITY AGREEMENT

Principal		Loan Date		Maturity		Loan No.		Call / Coll.		Account		Officer		Initials
$1,500,000.00		10-24-2002		09-03-2005		301071411		1050				610
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. Any item above containing "..." has been omitted due to text length limitations.

Grantor:

Golden Resorts, Inc.
P.O. Box 1198
Los Gatos, CA 95031

Lender:

Cupertino National Bank & Trust
Cupertino Main Office
20230 Stevens Creek Blvd.
Cupertino, CA 95014-2244

THIS COMMERCIAL PLEDGE AND SECURITY AGREEMENT dated October 24, 2002, is made and executed between Golden Resorts, Inc. ("Grantor") and Cupertino National Bank & Trust ("Lender").

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral. In addition to all other rights which Lender may have by law.

COLLATERAL DESCRIPTION. The word "Collateral" as used in this Agreement means all of Grantor's property (however owned if more than one), or the possession of, or subject to the control of, Lender (or in the possession of, or subject to the control of, a third party subject to the control of Lender, whether existing now or later and whether tangible or intangible in character, including without limitation each and all of the following:

Merrill Lynch, Brokerage Account #25E-07495

In addition, the word "Collateral" includes all of Grantor's property (however owned), in the possession of, or subject to the control of, Lender (or in the possession of, or subject to the control of, a third party subject to the control of Lender), whether now or hereafter existing and whether tangible or intangible in character, including without limitation each of the following:

(A) All property to which Lender acquires title or documents of title.

(B) All property assigned to Lender.

(C) All promissory notes, bills of exchange, stock certificates, bonds, investment property, savings passbooks, time certificates of deposit, insurance policies, and all other instruments and evidences of an obligation.

(D) All records relating to any of the property described in this Collateral section, whether in the form of a writing, microfilm, microfiche, or electronic media.

(E) All Income and Proceeds from the Collateral as defined herein.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor represents and warrants to Lender that:

Ownership. Grantor is the lawful owner of the Collateral free and clear of all security interests, liens, encumbrances, registered pledges, adverse claims, and any other claims of others except as disclosed to and accepted by Lender in writing prior to execution of this Agreement.

Right to Pledge. Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral.

Authority; Binding Effect. Grantor has the full right, power and authority to enter into this Agreement and to grant a security interest in the Collateral to Lender. This Agreement is binding upon Grantor as well as Grantor's successors and assigns, and is legally enforceable in accordance with its terms. The foregoing representations and warranties, and all other representations and warranties contained in this Agreement are and shall be continuing in nature and shall remain in full force and effect until such time as this Agreement is terminated or cancelled as provided herein.

No Further Assignment. Grantor has not, and shall not, sell, assign, transfer, encumber or otherwise dispose of any of Grantor's rights in the Collateral except as provided in this Agreement.

No Defaults. There are no defaults existing under the Collateral, and there are no offsets or counterclaims to the same. Grantor will strictly and promptly perform each of the terms, conditions, covenants and agreements, if any, contained in the Collateral which are to be performed by Grantor.

No Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement.

Financing Statements. Grantor authorizes Lender to file a UCC-1 financing statement, or alternatively, a copy of this Agreement to perfect Lender's security interest. At Lender's request, Grantor additionally agrees to sign all other documents that are necessary to perfect, protect, and continue Lender's security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably appoints Lender to execute financing statements and documents of title in Grantor's name and to execute all documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. If Grantor changes Grantor's name or address, or the name or address of any person granting a security interest under this Agreement changes. Grantor will promptly notify the Lender of such change.

LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. Lender may hold the Collateral until all Indebtedness has been paid and satisfied. Thereafter Lender may deliver the Collateral to Grantor or to any other owner of the Collateral. Lender shall have the following rights in addition to all other rights Lender may have by law:

Maintenance and Protection of Collateral. Lender may, but shall not be obligated to, take such steps as it deems necessary or desirable to protect, maintain, insure, control, receive, or manage the Collateral, including paying of any liens or claims against the Collateral. This may include such things as hiring other people, such as attorneys, appraisers or other experts. Lender may charge Grantor for any cost incurred in so doing. When applicable law provides more than one method or perfection of Lender's security interest, Lender may choose the method(s) to be used. If the Collateral consists of stock, bonds or other securities for which no certificate has been issued, Grantor agrees, at Lender's request, either to request issuance of an appropriate certificate

or to give instructions on Lender's forms to the issuer, transfer agent, mutual fund company, or broker, as the case may be, to record on its books or records Lender's security interest in the Collateral.

Income and Proceeds from the Collateral. Lender may receive all Income and Proceeds and add it to the Collateral. Grantor agrees to deliver to Lender immediately upon receipt, in the exact form received and without commingling with other property, all Income and Proceeds from the Collateral which may be received by, paid, or delivered to Grantor or for Grantor's account, whether as an addition to, in discharge of, the substitution of, or in exchange for any of the Collateral.

Application of Cash. At Lender's option, Lender may apply any cash, whether included in the Collateral or received as Income and Proceeds or through liquidation, sale, retirement, split up, dividend, distribution, or other disposition of the Collateral, to the satisfaction of the Indebtedness or such portion thereof as Lender shall choose, whether or not matured.

Transactions with Others. Lender may (1) extend time for payment or other performance, (2) grant a renewal or change in terms or conditions, or (3) compromise, compound or release any obligation, with any one or more Obligors, endorsers, or Guarantors of the Indebtedness as Lender deems advisable, without obtaining the prior written consent of Grantor, and no such act or failure to act shall affect Lender's rights against Grantor or the Collateral.

All Collateral Secures Indebtedness. All Collateral shall be security for the Indebtedness, whether the Collateral is located at one or more offices or branches of Lender. This will be the case whether or not the office or branch where Grantor obtained Grantor's loan knows about the Collateral or relies upon the Collateral as security.

Collection of Collateral. Lender at Lender's option may, but need not, collect the Income and Proceeds directly from the Obligors. Grantor authorizes and directs the Obligors, if Lender decides to collect the Income and Proceeds, to pay and deliver to Lender all Income and Proceeds from the Collateral and to accept Lender's receipt for the payments.

Power of Attorney. Grantor irrevocably appoints Lender as Grantor's attorney-in-fact, with full power of substitution; (a) to demand, collect, receive, receipt for, sue and recover all Income and Proceeds and other sums of money and other property which may now or hereafter become due, owing or payable from the Obligors in accordance with the terms of the Collateral; (b) to execute, sign and endorse any and all instruments, receipts, checks, drafts and warrants issued in payment for the Collateral; (c) to settle or compromise any and all claims arising under the Collateral, and in the place and stead of Grantor, execute and deliver Grantor's release and acquittance for Grantor; (d) to file any claim or claims or to take any action or institute or take part in any proceedings, either in Lender's own name or in the name of Grantor, or otherwise, which in the discretion of Lender may seem to be necessary or advisable; and (e) to execute in Grantor's name and to deliver to the Obligors on Grantor's behalf, at the time and in the manner specified by the Collateral, any necessary instruments or documents.

Perfection of Security Interest. Upon Lender's request, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral. When applicable law provides more than one method or perfection of Lender's security interest, Lender may choose the methods to be used. Upon Lender's request, Grantor will sign and deliver any writings necessary to perfect Lender's security interest. If any of the Collateral consists of investment property for which no certificate has been issued. Grantor agrees, at Lender's option, either to request issuance of an appropriate certificate or to execute appropriate instructions on Lender's forms instructing the Issuer, transfer agent, mutual fund company, or broker, as the case may be, to record on its books or records, by book-entry, initial transaction statement, registered pledge, or otherwise, Lender's

security interest in the Collateral, Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties. This is a continuing Security Agreement and will continue in effect even though all or any part of the Indebtedness is paid in full and even though for a period of time Grantor may not be indebted to Lender.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims. At any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Agreement also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default.

LIMITATIONS ON OBLIGATIONS OF LENDER. Lender shall use ordinary reasonable care in the physical preservation and custody of the Collateral in Lender's possession, but shall have no other obligation to protect the Collateral or its value. In particular, but without limitation, Lender shall have no responsibility for (A) any depreciation in value of the Collateral or for the collection or protection of any Income and Proceeds from the Collateral, (B) preservation of rights against parties to the Collateral or against third persons, (C) ascertaining any maturities, calls, conversions, exchanges, alters, tenders, or similar matters relating to any of the Collateral, or (D) informing Grantor about any of the above, whether or not Lender has or is deemed to have knowledge of such matters. Except as provided above, Lender shall have no liability for depreciation or deterioration of the Collateral.

DEFAULT. Each of the following shall constitute an Event of Default under this Agreement:

Payment Default. Grantor fails to make any payment when due under the Indebtedness.

Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Grantor.

Default in Favor of Third Parties. Should Grantor 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 Grantor's property or Grantor's or any Grantor's ability to repay the indebtedness 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 Grantor or on Grantor's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or 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 collateral document to create a valid and perfected security interest (or lien) at any time and for any reason.

Insolvency. The dissolution or termination of Grantor's existence as a going business, the insolvency of Grantor, the appointment of a receiver for any part of Grantor'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 Grantor.

Creditor or Forfeiture Proceedings. Commencement or foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor or Grantor or by any governmental agency against any collateral securing the Indebtedness. This includes a garnishment of any of Grantor's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply.

If there is a good faith dispute of Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.

Insufficient Market Value of Securities. Stock: The Collateral to loan percentage falls below 60.00%, and as a result of the deterioration of the market value of the Collateral, Grantor does not, by the close of business on the next business day after Grantor has received notice from Lender of the deterioration, either (1) reduce the amount of the Indebtedness in this loan as required by Lender or (2) pledge or grant an additional security interest to increase the value of the Collateral as required by Lender.

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

Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired.

Failure to Register. Failure of the issuer, transfer agent, mutual fund company, or broker, as the case may be, to furnish a written statement to Lender recording Lender's security interest to the security, or the identification of any adverse claim that may interfere with Lender's security interest in the Collateral.

Cure Provisions. If any default, other than a default in payment or failure to satisfy Lender's requirement in the insufficient Market Value or Securities section is curable and if Grantor has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Grantor, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default; and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender may exercise any one or more of the following rights and remedies:

Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor.

Collect the Collateral. Collect any of the Collateral and, at Lender's option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness.

Sell the Collateral. Sell the Collateral, at Lender's discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor and other persons as required by law, notice at least ten (10) days in advance of the time and place of any public sale, or of the time after when any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person's right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Lender is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale.

Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities laws. If because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are "restricted securities" as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state "Blue Sky" laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Granter agrees that neither Grantor, nor any member of Grantor's family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender's prior written consent.

Rights and Remedies with Respect to Investment Property, Financial Assets and Related Collateral. In addition to other rights and remedies granted under this Agreement and under applicable law, Lender may exercise any or all of the following rights and remedies: (1) register with any issuer or broker or other securities intermediary any of the Collateral consisting of investment property or financial assets (collectively herein "investment property") in Lender's sole name or in the name of Lender's broker, agent or nominee; (2) cause any issuer, broker or other securities intermediary to deliver to Lender any of the Collateral consisting of securities, or investment property capable of being delivered; (3) enter into a control agreement or power of attorney with any issuer or securities intermediary with respect to any Collateral consisting of investment property, on such terms as Lender may deem appropriate, in its sole discretion, including without limitation, an agreement granting to Lender any of the rights provided hereunder without further notice to or consent by Grantor; (4) execute any such control agreement on Grantor's behalf and in Grantor's name, and hereby irrevocably appoints Lender as agent and attorney-in-fact, coupled with an interest, for the purpose of executing such control agreement on Grantor's behalf; (5) exercise any and all rights of Lender under any such control agreement or

power of attorney; (6) exercise any voting, conversion, registration, purchase, option, or other rights with respect to any Collateral; (7) collect, with or without legal action, and issue receipts concerning any notes, checks, drafts, remittances of distributions that are paid or payable with respect to any Collateral consisting of investment property. Any control agreement entered with respect to any investment property shall contain the following provisions, at Lender's discretion. Lender shall be authorized to instruct the issuer, broker or other securities intermediary to take or to refrain from taking such actions with respect to the investment property as Lender may instruct, without further notice to or consent by Grantor. Such actions may include without limitation the issuance of entitlement orders, account instructions, general trading or buy or sell orders, transfer and redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer, broker or securities intermediary to sell or to liquidate any investment property, or to pay the cash surrender or account termination value with respect to any and all investment property, and to deliver all such payments and liquidation proceeds to Lender. Any such control agreement shall contain such authorizations as are necessary to place Lender in "control" of such investment collateral, as contemplated under the provisions of the Uniform Commercial Code, and shall fully authorize Lender to issue "entitlement orders" concerning the transfer, redemption, liquidation or disposition of investment collateral, in conformance with the provisions of the Uniform Commercial Code.

Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral.

Transfer Title. Effect transfer of the title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor's attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable.

Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise.

Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral to reimbursement of any expenses including any costs for registration of securities, commissions incurred in connection with a sale, attorney's fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

Election of Remedies. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, 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 Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise as remedies.

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

Amendments. This Agreement, 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.

Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgement collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court.

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.

Governing Law. This Agreement will be governed by, construed and enforced in accordance with federal law and the laws of the State of California. This Agreement has been accepted by Lender in the State of California.

Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Santa Clara County, State of California.

No Waiver by Lender. 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 or a provision of this Agreement shall not prejudice or constitute a waver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations 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 to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.

Preference Payments. Any monies Lender pays because of an assorted preference claim in Grantor's bankruptcy will become a part of the Indebtedness and, at Lender's option, shall be payable by Grantor as provided in this Agreement.

Notices. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. 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 the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.

Waiver of Co-Obligor's Rights. If more than one person is obligated for the Indebtedness, Grantor irrevocably waives, disclaims and relinquishes all claims against such other person which Grantor has or would otherwise have by virtue of payment of the Indebtedness or any part thereof, specifically including but not limited to all rights of indemnity, contribution or exoneration.

Severability. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provisions of this Agreement.

Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and the Indebtedness by way of forbearance or extension without releasing Grantor from obligations of this Agreement or liability under the Indebtedness.

Time is of the Essence. Time is of the essence in the performance of this Agreement.

Waive Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. (Initial Here [ILLEGIBLE])

DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:

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

Borrower. The word "Borrower" means Golden Resorts, Inc., and all other persons and entities signing the Note in whatever capacity.

Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement.

Default. The word "Default" means the default set forth in this Agreement in the section titled "Default".

Event of Default. The words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this Agreement.

Grantor. The word "Grantor" means Golden Resorts, Inc.

Guarantor. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Indebtedness.

Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note.

Income and Proceeds. The words "Income and Proceeds" mean all present and future income, proceeds, earnings, increases, and substitutions from or for the Collateral of every kind and nature, including without limitation all payments, interest, profits, distributions, benefits, rights, options, warrants, dividends, stock dividends, stock splits, stock rights, regulatory dividends, subscriptions, monies, claims for money due and to become due, proceeds of any insurance on the Collateral, shares of stock of different par value or no par value issued in substitution or exchange for shares included in the Collateral, whether voluntary or involuntary, by agreement or by operation of law, and all other property Grantor is entitled to receive on account of such Collateral, including accounts, documents, instruments, chattel paper, investment property, and general intangibles.

Indebtedness. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest, together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Documents.

Lender. The word "Lender" means Cupertino National Bank & Trust, its successors and assigns.

Note. The word "Note" means the Note executed by Golden Reports, Inc. in the principal amount of $1,500,000.00 dated October 24, 2002, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement.

Obligor. The word "Obligor" means without limitation any and all persons obligated to pay money or to perform some other act under the Collateral.

Property. The word "Property" means all of Grantor's right, title and interest in and to all the Property as described in the "Collateral Description" section of this Agreement.

Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.

GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE AND SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED OCTOBER 24, 2002.

GRANTOR:
GOLDEN RESORTS, INC.
By:	/s/ SHANN BRASSFIELD Shann Brassfield, President of Golden Resorts, Inc.

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Exhibit 6

EX-7 8 a2096005zex-7.htm EX-7
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Exhibit 7

BJ CHICAGO LLC

November 1, 2002

Greater Bay Bank
3945 Freedom Circle, Suite 1000
Santa Clara, CA 95054

Attn: Erik Benard

Re: Pledge of common stock of Chicago Pizza & Brewery, Inc.

Dear Mr. Benard:

We have been informed that Golden Resorts, Inc. is in the process of granting a security interest in 499,003 shares of common stock of Chicago Pizza & Brewery, Inc. representing Golden Resorts' allocable share of the shares of Chicago Pizza & Brewery common stock held beneficially and of record by BJ Chicago LLC. This security interest will be granted in favor of Greater Bay Bank as security for a loan that it will make to Golden Resorts, Inc. You have requested our acknowledgment of said security interest and certain other information from us.

We hereby acknowledge the security interest in the 499,003 shares to be granted to Greater Bay Bank. Should Chicago Pizza & Brewery make a dividend distribution, we will make such distributions to Golden Resorts, Inc. until such time as we have received written notice from Greater Bay Bank that it has foreclosed on its security interest, that the shares should be transferred to Greater Bay Bank and that Greater Bay Bank is entitled to receive such distributions on said shares directly. Thereafter, we will use reasonable efforts to cause Chicago Pizza & Brewery to pay distributions on said shares directly to Greater Bay Bank, but will have no liability to Greater Bay Bank or Golden Resorts, Inc. for its failure to do so.

We agree that upon receipt of written notice from Greater Bay Bank that it is entitled to do so pursuant to the terms of the collateral assignment documents between Golden Resorts, Inc. and Greater Bay Bank, we will either deliver said shares to Greater Bay Bank or its designee or we will liquidate said shares over a reasonable period of time in accordance with applicable restrictions on sale of the shares under federal and state securities laws and remit the proceeds to Greater Bay Bank, as you shall indicate in your written notice. Greater Bay Bank and Golden Resorts, Inc. hereby authorize us to rely conclusively on any such notice received from Greater Bay Bank without further investigation.

All notices to this company shall be given to the company at 2200 West Valley Blvd., Alhambra, CA 91803-1928. Notices will not be effective until actually received and may be given by regular mail, certified mail, return receipt requested or overnight courier.

Our acknowledgments hereunder will become effective upon receipt by the undersigned of the original signature of authorized signatories of Greater Bay Bank and Golden Resorts, Inc. where indicated below.

		BJ CHICAGO LLC
		By:	/s/ JAMES A. DAL POZZO James A. Dal Pozzo Managing Member

Agreed to and accept as of the 26 day of November, 2002:

Greater Bay Bank			Golden Resorts, Inc.
By:	/s/ ILLEGIBLE		By:	/s/ SHANN M. BRASSFIELD Shann M. Brassfield President

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Exhibit 7

EX-8 9 a2096005zex-8.htm EX-8
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Exhibit 8

Collateral Account Control Agreement

Instructions: Complete Boxes A, B, C and Names and Addresses and Sign Below

1. The Parties

The Parties to this agreement ("Agreement") are the Client named below, the Creditor named below and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch").

2. The Pledged Account

Box A

Client has granted Creditor a security interest in Merrill Lynch account 25E-07495 ("Account") pursuant to a separate Security Agreement between Client and Creditor.

If the Account will be a new Merrill Lynch account, Client hereby instructs Merrill Lynch to transfer the assets listed in Exhibit A to the Account. The Account shall be maintained as a cash securities account, and will be titled "[Name of Client] Pledged Collateral Account for [Name of Creditor]."

The purpose of this Agreement is to perfect the Creditor's security interest in the Account by granting Creditor control over the Account; however, this Agreement does not create Creditor's security interest in the Account inasmuch as Client and Creditor have a separate Security Agreement for that purpose.

Client has not granted a security interest in the Account to any party other than Creditor, except for Merrill Lynch's broker lien referenced in section 7 and any lien for service fees to an Investment Manager or Agent named in Box B in section 4. Merrill Lynch has not entered into a Control Agreement with respect to the Account with any other party and agrees that it will not do so while this Agreement is in effect. The manager signing this Agreement on behalf of Merrill Lynch hereby represents, to the best of his or her knowledge, that no person other than Client, Creditor, Merrill Lynch and any Investment Manager or Agent named in Box B in section 4 have any claim, lien or interest in the Account or the assets in the Account.

All assets in the Account will be treated as financial assets under Article B of the New York Uniform Commercial Code.

3. Excluded Assets

Client and Creditor acknowledge that the following assets are not covered by this Agreement even if shown, for information purposes, on a periodic account statement for the Account, because Merrill Lynch is not the legal custodian of such assets; money market deposit account (MMDA) balances, shares of Mt. Ready Assets Trust, USA Government and USA Treasury money market funds and of the Merrill Lynch Institutional Funds, non-listed limited partnership interests, annuities and life insurance contracts, and precious metals. Merrill Lynch will not be responsible for assuring that any of these assets are not acquired with assets from the Account.

4. Client's Authority over the Account

Until Creditor delivers to Merrill Lynch a Notice of Exclusive Control pursuant to section 8, Client will have full authority to give instructions with respect to assets in the Account in regard to voting and other rights, but will not have the authority to give any entitlement orders with respect to, or terminate the Account, without written consent by Creditor. Client's authority with respect to trading in the

Account and receipt of income from the Account will be governed by the completion of boxes B and C, which authority Creditor may revoke at any time by written notice delivered to Merrill Lynch.

Box B

Is Client permitted to trade in the Account?

o Yes ý No

If yes, except as otherwise provided in section 5, Merrill Lynch may comply with any trading instructions from Client or the Investment Manager or Agent named below without further consent by Creditor.

Print name of Investment Manager or Agent
designated by separate power of attorney or
equivalent document on file with Merrill Lynch

Box C

Is Client permitted to withdraw income?

o Yes ý No

If yes, Client is authorized to receive all interest and regular cash dividends earned on assets in the Account monthly:

o by check
or
o by transfer to account no.

If an Investment Manager or Agent is named in Box B, Creditor agrees that the assets in the Account are subject to Client's agreement with such manager or agent and that periodic payment of normal advisory and service fees from assets in the Account pursuant to such an agreement is permitted without consent of Creditor.

5. Control by Creditor

Merrill Lynch agrees to comply with any instructions it receives from Creditor at any time to transfer, sell, redeem, close open trades or otherwise liquidate any assets in the Account (including instructions to transfer assets directly to, or into an account in the name of, Creditor), without further consent by Client. All instructions to transfer assets from the Account must be in writing. If Creditor is an entity, Merrill Lynch is authorized to take instructions from any person Merrill Lynch reasonably believes represents Creditor.

6. Notice of Exclusive Control

Creditor may at any time deliver to Merrill Lynch a "Notice of Exclusive Control" substantially in the form of Exhibit B. Upon receipt of such notice by the manager of the Merrill Lynch office servicing the Account, Merrill Lynch will cease complying with trading instructions from, or on behalf of, Client with respect to the Account, cease distributing to Client interest and regular cash dividends earned on assets in the Account, and refuse to accept any other instructions from Client intended to exercise any authority with respect to the Account except upon instruction of Creditor.

7. Priority of Creditor's Security Interest

So long as this Agreement is in effect, Merrill Lynch subordinates in favor of Creditor any security interest, lien, or right of setoff it may have, now or in the future, against assets in the Account, except

Merrill Lynch may retain a prior lien on assets in the Account to secure payment for assets purchased for the Account and to collect normal commissions and service fees.

8. Duplicate Statements and Confirmations

Merrill Lynch will send Creditor duplicate copies of periodic account statements and trade confirmations, if any, contemporaneously with those sent to Client.

9. Responsibility and Protection of Merrill Lynch

Except for permitting a transfer of assets from the Account in violation of section 4, Merrill Lynch will not be liable to Creditor for complying with instructions from Client that are received by Merrill Lynch before Merrill Lynch receives a Notice of Exclusive Control in accordance with section 8. Merrill Lynch will not be liable to Client for complying with a Notice of Exclusive Control or any instructions received from any person Merrill Lynch reasonably believes represents Creditor. Merrill Lynch has no duty to investigate whether Creditor is authorized under the Security Agreement to give such Notice of Exclusive Control or such instructions.

Client hereby agrees to indemnify and hold harmless Merrill Lynch, its officers, directors, employees and agents, and any investment Manager or Agent named in Box B in section 4, against claims, liabilities and expenses arising out of maintenance of the Account pursuant to this Agreement (including reasonable attorney's fees), except if such claims, liabilities or expenses are caused solely by Merrill Lynch's or such manager's or agent's gross negligence or willful misconduct, respectively.

Creditor hereby agrees to indemnify and hold harmless Merrill Lynch, its officers, directors, employees and agents, and any Investment Manager or Agent named in Box B in section 4, against claims, liabilities and expenses (including reasonable attorneys' fees) arising out of Merrill Lynch's compliance with any instructions from Creditor with respect to the Account except if such claims, liabilities or expenses are caused solely by Merrill Lynch's or such manager's or agent's gross negligence or willful misconduct, respectively.

This Agreement does not create any obligations for Merrill Lynch except for those expressly set forth in this Agreement.

10. Termination; Survival

Creditor may terminate this agreement by written notice to Merrill Lynch. Merrill Lynch may terminate this agreement on thirty (30) days written notice to Creditor and Client. Upon notification by Creditor to Merrill Lynch that Creditor's security interest in the Account has terminated, this Agreement will automatically terminate. Section 9, "Responsibility and Protection of Merrill Lynch," will survive termination of this Agreement.

11. Effect of Agreement

Client and Creditor agree that this Agreement supplements the applicable Merrill Lynch account agreement with respect to the Account, and any related agreement if the Account is a managed account under a Merrill Lynch advisory program with a manager named in Box B, and that it does not abridge any rights that Merrill Lynch might otherwise have, except as provided in section 7. If there is any inconsistency between this Agreement and such Merrill Lynch account agreements this Agreement will control. The Parties also acknowledge that there are no other understandings or agreements with Merrill Lynch concerning the Account except for this Agreement, the Merrill Lynch account agreements and any agreement with an Investment Manager or Agent named in Box B to which Merrill Lynch may be a party.

12. Governing law

This Agreement and the Account will be governed by the internal laws of the State of New York with respect to interpretation and enforcement.

13. Amendments

No Amendment of, or waiver of a right under, this Agreement will be binding unless it is in writing and signed by the party to be charged.

14. Severability

To the extent a provision of this Agreement is unenforceable, this Agreement will be construed as if the unenforceable provision were omitted.

15. Successors and Assigns of Creditor

A successor to or assignee of Creditor's rights and obligations under the Security Agreement between Creditor and Client will succeed to Creditor's rights and obligations under this Agreement.

SIGNATURES		ADDRESSES
Client:
BJ Chicago, LLC		2200 W. Valley Road
Print
/s/ JAMES A. DAL POZZO	11/26/02	Alhambra, CA	91803
Signature date
Managing Member
Title (If applicable)
Creditor:
print name*
signature date
Title (an authorized officer)

*: This is the name to whom periodic account statements and trade confirmations will be addressed unless another officer's name is provided to Merrill Lynch for this purpose.

Merrill Lynch, Pierce, Fenner & Smith Incorporated:
print name			Address is the address servicing the Account as indicated on account statement.
signature date
Resident Vice President (or designee)
This Agreement may be executed in counterparts, but the preparer should provide the completed original to Merrill Lynch with signed photocopy counterparts provided to Client and Creditor.

(Must be initialed by the creditor)

Account No.

25E-07495

Exhibit A

Use Exhibit A to list the assets to be transferred into the
Merrill Lynch Pledged Collateral Account.

(Note: If an existing managed account, such as a ML Consults®, Mutual Fund Advisor or other managed account, is being pledged, please attach a copy of the most recent monthly account statement and write "See attached statement" below.)

Quantity		Description
499,003		Chicago Pizza & Brewery, Inc.

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Exhibit 8

EX-9 10 a2096005zex-9.htm EX-9
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Exhibit 9

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the common stock, no par value per share, of Chicago Pizza & Brewery, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other filing party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 31st day of December, 2002.

BJ CHICAGO, LLC
By: The Jacmar Companies Its: Manager
	By:	/s/ JAMES A. DAL POZZO
	Name: James A. Dal Pozzo Its: President
By: Golden Resorts, Inc. Its: Manager
	By:	/s/ SHANN M. BRASSFIELD
	Name: Shann M. Brassfield Its: President

		GOLDEN RESORTS, INC.

		By:	/s/ SHANN M. BRASSFIELD
		Name: Shann M. Brassfield Its: President
		THE JACMAR COMPANIES

		By:	/s/ JAMES A. DAL POZZO
		Name: James A. Dal Pozzo Its: President

		WILLIAM H. TILLEY

		By:	/s/ WILLIAM H. TILLEY
		Name: William H. Tilley
		JAMES A. DAL POZZO

		By:	/s/ JAMES A. DAL POZZO
		Name: James A. Dal Pozzo
		JERRY G. BRASSFIELD

		By:	/s/ JERRY G. BRASSFIELD
		Name: Jerry G. Brassfield
		SHANN M. BRASSFIELD

		By:	/s/ SHANN M. BRASSFIELD
		Name: Shann M. Brassfield

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Exhibit 9

JOINT FILING AGREEMENT
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