U.S. SECURITIES AND EXCHANGE COMMISSION

             Litigation Release No. 16141 / May 13, 1999

             Securities and Exchange Commission v. Jonathan C. Papa, Papa
             Holdings, Inc., Ponzu V, Inc., Ponzu VI, Inc., Express 1,
             Inc., and Papa Exp 2, Inc., Civil Action No. 99-05049 SVW
             (CWx) (C.D. Cal.)

                  On May 13, 1999, the Securities and Exchange Commission
             ("Commission") filed a complaint in federal court in Los
             Angeles against Jonathan C. Papa ("Papa") of Calabasas,
             California, Papa Holdings, Inc. ("Papa Holdings"), and four
             of its subsidiaries.  Papa and Papa Holdings controlled the
             Papashon Restaurant in Long Beach and the recently closed
             Papashon Restaurants in Beverly Hills, Pasadena, and Encino.
             The Commission alleges that the defendants fraudulently
             offered and sold stock in Papa Holdings and the four
             subsidiaries.

                  The complaint alleges that from about November 1995 to
             January 1999, Papa Holdings offered and sold preferred stock
             in Papa Holdings and the four subsidiaries, raising $21.6
             million from 1,300 investors nationwide.  The defendants
             represented in the offerings by the four subsidiaries that
             the investors’ funds would be used to develop, own, and
             operate new Papashon restaurants, when, in fact, Papa and
             Papa Holdings used the money to pay for operating losses,
             equipment, and property for Papa Holdings and four of its
             existing Papashon restaurants.  In the securities offerings
             by Papa Holdings and the four subsidiaries, the defendants
             also misrepresented or failed to disclose that 30% to 48% of
             offering proceeds would be used to pay sales commissions to
             Papa Holdings’ officers, employees, and sales agents for the
             sale of the stock.  The complaint also alleges that Papa and
             Papa Holdings violated the securities registration and
             broker-dealer registration provisions of the federal
             securities laws in connection with the offer and sale of the
             securities of Papa Holdings and the four subsidiaries.

                  The defendants, without admitting or denying the
             allegations in the complaint, consented to the entry of a
             judgment permanently enjoining them from future violations
             of the antifraud provisions of Section 17(a) of the
             Securities Act of 1933 ("Securities Act") and Section 10(b)
             of the Securities Exchange Act of 1934 ("Exchange Act") and
             Rule 10b-5 thereunder, and the securities registration
             provisions of Sections 5(a) and 5(c) of the Securities Act.
             Papa Holdings and Papa also consented to permanent
             injunctions enjoining them from future violations of Section
             15(a) of the Exchange Act, the broker-dealer registration
             provision.  The judgment also orders Papa Holdings and Papa
             to pay disgorgement and prejudgment interest on their ill-
             gotten gains, and also orders Papa to pay civil penalties,
             in amounts to be determined by the court.