AMENDMENT TO EMPLOYMENT AGREEMENT

   1
                                                                   EXHIBIT 10.53


                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         This Amendment to Employment Agreement is made as of July 27, 1999 by
and between CAFE ODYSSEY, INC., a Minnesota corporation (the "Company"), and
XXXXXX X. XXXXXX (the "Executive").

         WHEREAS, the Company and Executive are parties to an Employment
Agreement dated as of March 17, 1997 (the "Employment Agreement"); and

         WHEREAS, the Company and Executive desire to amend the Employment
Agreement;

         NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the parties hereto agree to amend the Employment Agreement as
follows:

1.       Executive's Base Salary shall be $250,000 as of September 1, 1999.
         Executive shall be paid a monthly bonus of $4,167 on each of July 30
         and August 30. Executive shall be paid $12,500 on June 30, reflecting
         the accrual of such monthly bonus from April 1, 1999.

2.       Section 3.1 of the Employment Agreement shall be amended to read in its
         entirety as follows:

                  3.1 Termination of Employment. Executive's employment under
         this Agreement may be terminated by the Company or Executive at any
         time for any reason; provided, however, that if Executive's employment
         is terminated by the Company during the term of this Agreement for a
         reason other than for Cause, or if Executive terminates his employment
         for "Good Reason" (as defined in Section 3.2(b) below), he shall
         continue to receive his Base Salary, Base Bonus, Incentive Bonus (the
         annual amount of which shall equal the sum of the Incentive Bonus
         payments made to Executive for the four quarters preceding termination)
         and the benefits listed in Sections 2.2 and 2.4 above for a period of
         two (2) years from the date of termination. The termination shall be
         effective as of the date specified by the party initiating the
         termination in a written notice delivered to the other party, which
         date shall not be earlier than the date such notice is delivered to the
         other party. This Agreement shall terminate in its entirety immediately
         upon the death of Executive. Except as expressly provided to the
         contrary in this section or applicable law, Executive's rights to pay
         and benefits shall cease on the date his employment under this
         Agreement terminates.

         IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of the date set forth above.

CAFE ODYSSEY, INC.


By       s/ Xxxxxxx X. Xxxx                              s/ Xxxxxx X. Xxxxxx
         ---------------------                          ----------------------
         Chairman of the Board                          XXXXXX X. XXXXXX