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     includes 6,666 shares of Common Stock, which Mr. Holt has the right to
     acquire within 60 days through the exercise of nonqualified stock options.

                             ELECTION OF DIRECTORS

          The Company's Restated Certificate of Incorporation, as amended,
provides for the classification of the Board of Directors into three classes
(Class I, Class II and Class III), having staggered terms of three years each.
The current term of office of directors in Class III expires at the forthcoming
Annual Meeting of Stockholders.  The terms of office of the directors in Classes
I and II will expire at the annual meetings of stockholders to be held in 1996
and 1997, respectively.  Two Class III directors will be elected at the Annual
Meeting of Stockholders to serve for three-year terms expiring at the 1998
annual meeting of stockholders.

          It is the intention of the persons designated as proxies in the
enclosed proxy card, unless the proxy is marked with contrary instructions, to
vote for the election of Messrs. Robert V. Leffler, Jr. and W. George Loar as
Class III directors to serve until the 1998 annual meeting of stockholders and
until their successors have been duly elected and qualified.  In May 1995, the
Board of Directors appointed Messrs. Leffler and Loar to fill the vacancies
created by the resignations of Messrs. Myrl S. Gelb and Luther W. Miller.  If
either of these nominees becomes unavailable for any reason, shares represented
by such proxies will be voted for such person or persons, if any, as may be
designated by the Board of Directors.  At present, it is not anticipated that
any nominee will be unable to serve.  Directors will be elected by a plurality
of the votes cast.

                                   NOMINEES

          The following sets forth certain information with respect to the
business experience of each nominee during the past five years.

          Robert V. Leffler, Jr., age 49, has served as a director since May
1995.  Mr. Leffler also has served as owner of the Leffler Agency, an
advertising and marketing/public relations firm based in Baltimore, Maryland
that specializes in sports, rental real estate, and medical areas, for more than
the past five years.

          W. George Loar, age 72, has been a director since May 1995.  Mr. Loar
has been retired for the past five years from his position as Vice President and
General Manager of KQTV, a St. Joseph, Missouri ABC-affiliated television
station.


                             CONTINUING DIRECTORS

          The following sets forth certain information with respect to all
members of the Board of Directors whose current terms will continue after the
Annual Meeting of Stockholders.  Information is provided concerning the business
experience of each continuing director during the past five years and the other
directorships held by each continuing director.  Unless otherwise indicated,
each person has had the same occupation for at least five years.

Class I Directors - Term Expiring 1996

          Malcolm I. Glazer, age 66, has been a director since July 1993.  Mr.
Glazer has served as Chairman of the Board of Directors since July 1994, and
served as President and Chief Executive Officer of the Company from August 1994
until March 1995.  Mr. Glazer has been a self-employed, private investor whose
diversified portfolio consists of investments in television broadcasting,
restaurants, restaurant equipment, food services equipment, health care,
banking, real estate, stocks, government securities and corporate bonds, for
more than the past five years.  He is a director and Chairman of the Board of
The Houlihan's Restaurant

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