FOURTH AMENDMENT TO LEASE
Fourth Amendment dated as of January 19, 1999 to Lease Agreement ("Lease")
between Vestar California XXIII, L.L.C., an Arizona limited liability company,
as Assignee from DP Partnership ("Landlord") and Cabrillo Lanes, Inc., a New
York corporation, dba the Grove Bowling Center ("Tenant").

                                    RECITALS:

A.  Landlord and Tenant have previously entered into the Lease, as amended by a
    First Amendment dated as of November 1, 1996 ("First Amendment"), Second
    Amendment dated November 28, 1998 ("Second Amendment') and Third Amendment
    dated December 18, 1998 ("Third Amendment").

B,  Tenant has requested a postponement of the three payments of deferred rent
    due to Landlord per paragraph 3.A of the First Amendment until February 23,
    1999 and Landlord is agreeable to such extension on the following terms:

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

                                   AGREEMENTS:

1.  Paragraph 5.2(b) of the Lease is amended to extend the one-third (1/3)
    payments of Deferred Rent due on November 28, 1998, December 31, 1998 and
    January 31, 1999 to the date of February 23, 1999.

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

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

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

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

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

        By: Kuhle Corporation,
              an Arizona corporation Its:
       General Partner
               By:
               Its:   President
 TENANT:
CABRILLO LANES, INC., a New York corporation

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

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


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