FIRST AMENDMENT TO OPERATING AGREEMENT FOR LV-H&M, L.L.C. WHEREAS, the parties hereto are one of the original members of LV-H&M, L.L.C., a Nevada limited liability company (the "Company"), who previously adopted the Operating Agreement for LV-H&M,...

                               FIRST AMENDMENT TO

                             OPERATING AGREEMENT FOR

                                 LV-H&M, L.L.C.


         WHEREAS,  the parties hereto are one of the original members of LV-H&M,
L.L.C.,  a Nevada  limited  liability  company (the  "Company"),  who previously
adopted the Operating Agreement for LV-H&M, L.L.C. (the "Agreement") pursuant to
the Nevada Limited Liability Company Act, and a Substitute Member (as defined in
Section 1.35 of the Glossary  attached to the  Agreement)  being admitted to the
Company pursuant to this First Amendment to the Agreement;

     NOW,  THEREFORE,  the parties  hereto adopt the following  amendment to the
Agreement  to reflect the  admission  of Xxx.  Xxxxxx'  Pretzel  Concepts,  Inc.
("MFPC")  as a  Substitute  Member  of the  Company  in  place  of the  interest
previously  held by H&M  Concepts  Ltd. Co. and the  appointment  of MFPC as the
Managing Member of the Company.

1.  Effective as of the date hereof,  Sections 2.5 and 2.6 of the  Agreement are
amended and restated to read, in their entirety, as follows:

         2.5      Registered Agent and Office:

                  The  registered  agent  for  the  service  of  process  is The
         Corporation  Trust  Company of Nevada at Xxx Xxxx Xxxxx  Xxxxxx,  Xxxx,
         Xxxxxx 00000.  The Managing  Member may, from time to time,  change the
         registered agent or office by appropriate filings with the Secretary of
         State.  If the Managing  Member  shall fail to designate a  replacement
         registered  agent or change of address of the  registered  office,  any
         Member may designate a replacement registered agent or file a notice of
         change of address by appropriate filings with the Secretary of State.

         2.5      Principal Office:

                  The principal office of the Company shall be located at 000 X.
         Xxxxxxx Xxxxx,  Xxxx Xxxx Xxxx,  Xxxx 00000.  The Managing  Member may,
         from time to time,  change the  principal  office of the  Company as it
         shall in its sole discretion determine by Notice to the Members.

2. Effective as of the date hereof, Section 1.21 of the Glossary attached to the
Agreement is amended and restated to read, in its entirety, as follows:

         1.21     Managing Member, Manager:

                  Managing Member shall mean Xxx. Xxxxxx' Pretzel Concepts, Inc.

IN  WITNESS  WHEREOF,  the  parties  hereto  have set  their  hands  this day of
_____________________, -------- 1997.

MEMBERS

XXX. XXXXXX' PRETZEL CONCEPTS, INC.



By
Its: Xxxx X. Xxxxxx