1 AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF WATERMARC FOOD MANAGEMENT CO. (FORMERLY BILLY BLUES FOOD CORPORATION) Pursuant to the terms of the First Amendment to Purchase Agreement dated as of March 31, 1996, among Watermarc Food Management...

   1
                AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK OF
     WATERMARC FOOD MANAGEMENT CO. (FORMERLY ▇▇▇▇▇ BLUES FOOD CORPORATION)

         Pursuant to the terms of the First Amendment to Purchase Agreement
dated as of March 31, 1996, among Watermarc Food Management Co., a Texas
corporation formerly known as ▇▇▇▇▇ Blues Food Corporation (the "Company") and
the holders of the Warrants to Purchase Common Stock of the Company expiring on
December 31, 1999 (the "Warrants") the initial Exercise Price (as defined in
the Warrants) shall be $1.00.