AMENDMENT NUMBER ONE TO CONSULTING AGREEMENT

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                                                                EXHIBIT 10.2

                              AMENDMENT NUMBER ONE
                                       TO
                              CONSULTING AGREEMENT

        The Consulting Agreement entered into on August 25, 1994, by and
between Xxxxxxx Xxxxxxx, (hereinafter the "Consultant") and Nickelodeon Theater
Co., Inc., is hereby amended as follows:

        WHEREAS, the name of Nickelodeon Theater Co., Inc. was changed by
amendment to that corporation's Articles of Incorporation on August 25, 1995, to
CinemaStar Luxury Theaters, Inc., (hereinafter the "Company"); and 

        WHEREAS, the compensation under the aforementioned Consulting Agreement
was increased to $52,000 per year pursuant to a resolution of the board of
directors at the Company's Annual Directors Meeting held on August 23, 1996; and

        WHEREAS, the Company by and through its Board of Directors believes it
to be in the best interests of the Company to extend the Consulting Agreement
of Consultant;

        NOW THEREFORE, in consideration of these premises and the promises
herein made, the sufficiency of which is hereby acknowledged, the parties agree
as follows:

1.      As an inducement for Consultant to remain engaged by Company for a
period of time beyond the term specified in the Consulting Agreement of August
25, 1994, Company hereby agrees to extend the term of that Agreement for a
period of five (5) years commencing upon the execution hereof by the parties,
unless sooner terminated in accordance with other provisions of the Consulting
Agreement that is amended hereby.

2.      Paragraph 2. of the Consulting Agreement of August 25, 1994 is hereby
deleted in its entirety.

3.      Except for the modifications specified in this Amendment Number One,
all of the remaining terms and conditions of the Consulting Agreement shall
remain in full force and effect for the newly stated term of this Amendment
Number One.

        IN WITNESS WHEREOF, the parties have duly executed this Amendment
Number One on this fifth day of December, 1996.

"Company"                                       "Consultant"

CinemaStar Luxury Theaters, Inc.
a California corporation

By: /s/ Xxxx Xxxxxxxxx,                          /s/ Xxxxxxx Xxxxxxx
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   Xxxx Xxxxxxxxx,                               Xxxxxxx Xxxxxxx
   Senior Vice President &
   Chief Operating Officer