SPORTS ARENAS INC
FIFTH AMENDMENT GROVE BOWL LEASE
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>12
<FILENAME>groveleaseamend5.txt
<DESCRIPTION>FIFTH AMENDMENT GROVE BOWL LEASE
<TEXT>
                            FIFTH AMENDMENT TO LEASE

Fifth  Amendment  dared as of February  23, 1999 to Lease  Agreement  ("J ease')
between Vestar California XXIII,  L.L.C., an Arizona limited liability  company,
as Assignee from DP Partnership  ("Landlord")  and Cabrillo  Lanes,  Inc., a New
York corporation, dba the Grove Bowling Center (" Tenant")


                                    RECITALS:


A.   Landlord arid Tea m% have previously entered into the Vase, as amended by a
     First  Amendment dated as of November 1, 1996 ("First  Amendment"),  Second
     Amendment  dated November 28, 1998 ("Second  Amendment'),  Third  Amendment
     dated  December 18, 1999 ("Third  Amendment")  and Fourth  Amendment  dated
     January 19. 1999 ("Fourth Amendment').

B.  Tenant has requested a postponement of the three payments of deferred rent
    due to Landlord per paragraph 3.A of the First Amendment until March 23,
    1999 and Landlord is agreeable to such extension on the following tams:

NOW, THEREFORE, Landlord and Tenant agree to amend the Lease as follows pursuant
to this Fifth Amendment ("Fifth Amendment"):

                                   AGREEMENTS:
1.  Paragraph 5.2(b) of the Lease is amended to extend the one-third (113)
    payments of Deferred Rent, due on November 28, 1998, December 31. 1998 and
    January 31, 1999 to the date of March 23, 1999.
2. This Fifth Amendment may be executed by facsimile counterpart signatures.
3.  Except as set forth in this fifth Amendment, the Lease remains in full force
    and effect. Tenant hereby reaffirms all agreements, covenants and promises
    set forth in the Lease_ All references in the Lease to "this Lease" shall be
    deemed references to the Lease as modified by his Fifth Amendment.

 IN WITNESS WHEREOF, the parties have executed this fifth Amendment as of the
 date and year first herein above set forth.

  LANDLORD:
      VESTAR CALIFORNIA XXIII L.L.C., an
 Arizona Iimited liability company

 By; KuhIe Investments Limited Partnership, an
     Arizona limited partnership

 Its: Masking Member

        By: Kuhle: Corporation,
               an Arizona corporation
               Its: General Partner


 TENANT:
CABRILLO LANES, INC., a New York corporation

 By: /S/ HAROLD S. ELKAN
 Name: Harold S. Elkan, President

By its signature below, Sports Arena, Inc, hereby (i) expressly consents to,
acknowledges and joins in terms of the Fourth Amendment to Lease between Vestar
California XXIII, L.L.C. ("Landlord") and Cabrillo Lanes, Inc. (a wholly owned
company of Sports Arena, Inc.); and (ii) makes, adopts and reaffirms for the
benefit of Landlord each of its covenants, obligations and agreements made in
that certain Guaranty of Lease dated January 3, 1994, as if it expressly made
each such covenant, obligation and agreement in this Fifth Amendment.


 SPORTS ARENAS, INC.
 By: /S/ Harold S. Elkan
 Name: Harold S. Elkan
 Its: President




</TEXT>
</DOCUMENT>
