CHART HOUSE ENTERPRISES INC, SC 13D/A, 1997-10-07

CHART HOUSE ENTERPRISES INC
SC 13D/A, 1997-10-07
EATING PLACES

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 4)

Chart House Enterprises, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

160902102
(CUSIP Number)

Alisa M. Singer
Rosenberg & Liebentritt
Two North Riverside Plaza, Suite 600
Chicago, Illinois 60606
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 1, 1997
(Date of Event which Requires
Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the
following box [__].

Check the following box if a fee is being paid with the statement [__].

<PAGE> 2

SCHEDULE 13D

CUSIP No. 160902102

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Chart House Investors, L.L.C. FEIN: 36-4141805

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X]
(b) [ ]
3. SEC USE ONLY

4. SOURCE OF FUNDS
WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
7. SOLE VOTING POWER

NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER

3,400,000*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,400,000*

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

14. TYPE OF REPORTING PERSON

*Represents the number of shares owned by all members of the group, in the
aggregate. This filing shall not be construed as an admission that such
reporting person is the beneficial owner of all such shares.

<PAGE> 3

SCHEDULE 13D

CUSIP No. 160902102

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Samstock, L.L.C. FEIN: 36-4156890

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X]
(b) [__]
3. SEC USE ONLY

4. SOURCE OF FUNDS
WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
7. SOLE VOTING POWER

NUMBER OF 3,400,000*
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER

3,400,000*

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,400,000*

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

14. TYPE OF REPORTING PERSON

<PAGE> 4

SCHEDULE 13D

CUSIP No. 160902102

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Samstock/ZFT, L.L.C. FEIN: 36-3022976

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ X ]
(b) [ ]
3. SEC USE ONLY

4. SOURCE OF FUNDS
WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
7. SOLE VOTING POWER

NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER

3,400,000*

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,400,000*

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

14. TYPE OF REPORTING PERSON

<PAGE> 5

SCHEDULE 13D

CUSIP No. 160902102

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

F. Philip Handy as Trustee of the Blaine Trust FEIN: 59-6963521

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY

4. SOURCE OF FUNDS
00

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

7. SOLE VOTING POWER

NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER

3,400,000*

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,400,000*

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

14. TYPE OF REPORTING PERSON
OO

<PAGE> 6

SCHEDULE 13D

CUSIP No. 160902102

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Robert Saltsman

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]

3. SEC USE ONLY

4. SOURCE OF FUNDS
PF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

United States citizen

7. SOLE VOTING POWER

NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER

3,400,000*

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,400,000*

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

14. TYPE OF REPORTING PERSON
IN

<PAGE> 7

SCHEDULE 13D

CUSIP No. 160902102

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Thomas Gaffney and Donna Gaffney, as tenants by the entirety

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]

3. SEC USE ONLY

4. SOURCE OF FUNDS
PF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

United States citizens

7. SOLE VOTING POWER

NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER

3,400,000*

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,400,000*

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

14. TYPE OF REPORTING PERSON
IN

<PAGE> 8

SCHEDULE 13D

CUSIP No. 160902102

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

MelChart, L.L.C. FEIN: 36-4183204

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY

4. SOURCE OF FUNDS
WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois
7. SOLE VOTING POWER

NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER

3,400,000*

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,400,000*

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

14. TYPE OF REPORTING PERSON
OO

<PAGE> 9

SCHEDULE 13D

CUSIP No. 160902102

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

F. Philip Handy

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]

3. SEC USE ONLY

4. SOURCE OF FUNDS
PF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

United States citizen

7. SOLE VOTING POWER

NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER

3,400,000*

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,400,000*

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

14. TYPE OF REPORTING PERSON
IN

<PAGE> 10

SCHEDULE 13D

CUSIP No. 160902102

1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Richard Rivera

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X ]
(b) [ ]
3. SEC USE ONLY

4. SOURCE OF FUNDS
PF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [__]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

United States citizen

7. SOLE VOTING POWER

NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON
10. SHARED DISPOSITIVE POWER

3,400,000*

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,400,000*

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [__]
CERTAIN SHARES

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.0%

14. TYPE OF REPORTING PERSON
IN

<PAGE> 11

This Amendment No. 4 to Schedule 13D relates to the common stock, par value
$0.01 per share ("Common Stock") of Chart House Enterprises, Inc. (the
"Issuer"). Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended to
read in their entirety as follows:

ITEM 2. IDENTITY AND BACKGROUND

(a-c) This Statement is being filed by the following holders of Common
Stock: Chart House Investors, L.L.C., a Delaware limited liability company
("CHI"), Samstock, L.L.C., a Delaware limited liability company ("Samstock"),
Samstock/ZFT, L.L.C., a Delaware limited liability company ("Samstock/ZFT"), F.
Philip Handy, individually ("Handy"), F. Philip Handy, as trustee of the Blaine
Trust, a trust governed by the laws of the State of Florida ("FPH Trustee"),
Robert Saltsman ("Saltsman"), Thomas Gaffney and Donna Gaffney, as tenants by
the entirety (collectively, "Gaffney"), Richard Rivera ("Rivera") and MelChart,
L.L.C., an Illinois limited liability company ("MelChart") (each of the
foregoing parties individually a "Stockholder" and collectively the
"Stockholders"). The managing member of CHI is Alphabet Partners, an Illinois
general partnership ("Alphabet"). The sole member of Samstock is SZ
Investments, L.L.C., a Delaware limited liability company ("SZI"). The sole
member of Samstock/ZFT is ZFT Partnership, an Illinois general partnership
("ZFT"). The manager of MelChart is Richard Melman ("Melman"). Additional
information concerning Alphabet, SZI, ZFT and Melman is set forth in Appendix A
hereto.

The principal business of CHI is investment in the securities of the Issuer.
Alphabet and ZFT are general investment partnerships. The principal business
of Samstock is general investments; the principal business of Samstock/ZFT is
general investments; and the principal business of SZI is general investments.
The business address of CHI, Alphabet, ZFT, Samstock, Samstock/ZFT and SZI is
Two North Riverside Plaza, Chicago, Illinois 60606. The principal occupation
of Handy is private investor. The principal business of FPH Trustee is as the
trustee of the Blaine Trust. The address of Handy and FPH Trustee is 222 West
Comstock, Winter Park, Florida 32789. The principal occupation of Saltsman is
attorney, and the address of Saltsman is 222 West Comstock, Winter Park,
Florida 32789. The principal occupation of Gaffney is private investor and the
address of Gaffney is 222 West Comstock, Winter Park, Florida 32789. The
principal occupation of Rivera is President and Chief Executive Officer of the
Issuer and the address of Rivera is Two North Riverside Plaza, Chicago,
Illinois 60606. The principal business of MelChart is investment in the
securities of the Issuer, and the address of MelChart is 5419 N. Sheridan
Road, Chicago, Illinois 60640.

(d) and (e) Neither the Stockholders nor, to the best knowledge of the
Stockholders, any of Alphabet, ZFT, SZI, or any of the persons listed in
Appendix A hereto, have during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was, or is, subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating

<PAGE> 12

activities subject to federal or state securities laws or finding any violation
with respect to such laws.

(f) Handy, Saltsman, Gaffney and Rivera are all citizens of the United States
of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

CHI acquired 1,641,750 shares of the Common Stock to which this Statement
relates from the Issuer (the "Initial Shares") on March 10, 1997, pursuant to a
Stock Purchase and Sale Agreement, dated as of March 10, 1997 (the "Stock
Purchase Agreement"), among the Issuer, CHI and, solely for purposes of Section
4.13 of the Stock Purchase Agreement (relating to the guaranty of CHI's
obligations under the Stock Purchase Agreement), Alpha/ZFT Partnership, an
Illinois general partnership of which Alphabet and ZFT are the general partners
("Alpha/ZFT"). The membership interests in CHI presently held by Alphabet, and
the membership interests in CHI held by ZFT prior to October 1, 1997, were
previously held by Alpha/ZFT. Subsequent to execution of the Stock Purchase
Agreement, such membership interests in CHI were assigned by Alpha/ZFT to
Alphabet and ZFT. The Stock Purchase Agreement is attached hereto as Exhibit
1 and is incorporated herein by reference. Pursuant to the Stock Purchase
Agreement, CHI paid to the Issuer for the Initial Shares the amount of $5.75
per share, for a total consideration of $9,440,063, the source of which was
capital contributions to CHI by the members of CHI.

CHI acquired an additional 1,758,250 shares of Common Stock from the Issuer
(the "Additional Shares") on May 23, 1997, pursuant to the Stock Purchase
Agreement. Pursuant to the Stock Purchase Agreement, CHI paid to the Issuer
for the Additional Shares the amount of $5.75 per share, for a total
consideration of $10,109,937, the source of which was capital contributions to
CHI from the members of CHI.

The aggregate total consideration paid by CHI to the Issuer for the Initial
Shares and the Additional Shares was $19,550,000.

Pursuant to a Distribution and Contribution Agreement entered into as of
October 1, 1997 by and among CHI, Alphabet, ZFT, HHS Partnership, a Florida
general partnership of which Handy, Saltsman and Gaffney are the partners
("HHS"), SZI, Samstock and Samstock/ZFT (the "Distribution Agreement"), CHI
transferred an aggregate of 2,694,192 shares of Common Stock to Samstock,
Samstock/ZFT, Handy, Saltsman and Gaffney. The Distribution Agreement is
attached hereto as Exhibit 1.1 and is incorporated herein by reference.

Pursuant to the Distribution Agreement, on October 1, 1997, CHI transferred
930,000 shares of Common Stock to one of its members, Alphabet, which
thereafter contributed such Common Stock to SZI, of which Alphabet is a member,
and SZI in turn contributed such Common Stock to Samstock, of which SZI is the
sole member.

2
<PAGE> 13

Pursuant to the Distribution Agreement, on October 1, 1997 CHI transferred
1,635,808 shares of Common Stock to one of its members, ZFT, which thereafter
contributed 930,000 shares of such Common Stock to SZI, of which ZFT is a
member, and 705,808 shares of such Common Stock to Samstock/ZFT, of which ZFT
is the sole member. SZI then contributed the 930,000 shares of Common Stock it
received from ZFT to Samstock, of which SZI is the sole member.

Pursuant to the Distribution Agreement, on October 1, 1997, CHI transferred
128,384 shares of Common Stock to one of its members, HHS, which thereafter
transferred 103,539 shares of such Common Stock to its partner FPH Trustee,
4,137 shares of such Common Stock to its partner Saltsman, and 20,708 shares of
such Common Stock to its partner Gaffney.

Pursuant to a Stock Purchase and Sale Agreement entered into as of October 1,
1997, by and between CHI and MelChart (the "MelChart Purchase Agreement"), on
October 1, 1997, MelChart acquired 200,261 shares of Common Stock from CHI for
the purchase price of $5.75 per share, for a total consideration of
$1,151,500.75, the source of which was capital contributions to MelChart by the
members of MelChart. The MelChart Purchase Agreement is attached hereto as
Exhibit 1.2 and is incorporated herein by reference.

Pursuant to a Stock Purchase and Sale Agreement entered into as of October 1,
1997 by and between CHI and Rivera (the "Rivera Purchase Agreement"), on
October 1, 1997, Rivera acquired 75,000 shares of Common Stock from CHI for the
purchase price of $5.75 per share, for a total consideration of $431,250, the
source of which was personal funds. The Rivera Purchase Agreement is attached
hereto as Exhibit 1.3 and is incorporated herein by reference.

ITEM 4. PURPOSE OF THE TRANSACTION

All of the acquisitions of shares of Common Stock described herein were
effected for the purpose of investing in the Issuer.

In connection with the transactions which are the subject of this Statement,
the Stockholders, the Issuer and Alpha/ZFT have also entered into an Amended
and Restated Standstill Agreement dated as of October 1, 1997 (the "Amended
Standstill Agreement"), which contains certain agreements as to certain aspects
of the relationship between the Stockholders and the Issuer and which amends,
restates and supersedes a Standstill Agreement dated as of March 10, 1997 among
the Issuer, CHI and Alpha/ZFT (the "Standstill Agreement"). The Standstill
Agreement is attached hereto as Exhibit 2 and is incorporated herein by
reference. The Amended Standstill Agreement is attached hereto as Exhibit 2.1
and is incorporated herein by reference.

Pursuant to the Amended Standstill Agreement, the Stockholders agreed that the
Stockholders and their affiliates (collectively, the "Stockholder Group") will
not take any of

3
<PAGE> 14

the following actions prior to June 30, 2002, without the approval of a
majority of the Issuer's disinterested directors, subject to specified limited
exceptions: (a) increase their ownership of Common Stock (or other securities
of the Issuer entitled to vote generally for the election of directors or
securities convertible into or exchangeable for Common Stock or such voting
securities or other options or rights to acquire Common Stock or such voting
securities) (collectively the "Voting Securities") beyond 29.2% of the combined
voting power of all such securities, although the foregoing limitation shall
not prohibit the purchase of Voting Securities directly from the Issuer; (b)
sell or otherwise dispose of any Voting Securities to any person or group
(other than another Stockholder or its affiliate) that would own (to the
knowledge of the Stockholder Group) more than 5% of the combined voting power
of the Issuer's securities; (c) solicit proxies, assist any other person in the
solicitation of proxies, become a "participant" in a "solicitation" or assist
any such "participant" (as such terms are defined in Rule 14a-1 of Regulation
14A under the Securities Exchange Act of 1934, as amended) in opposition to a
recommendation of a majority of disinterested directors, submit any proposal
for the vote of Issuer's stockholders, or seek to advise or influence any other
person with respect to the voting of Voting Securities; (d) form, join or
participate in any other way in a partnership, voting trust or other "group",
or enter into any agreement or arrangement or otherwise act in concert with any
other person, for the purpose of acquiring, holding, voting or disposing of
Voting Securities of the Issuer, provided, however, that the members of the
Stockholder Group may engage in any of such activities among themselves and any
one Stockholder may engage in any of such activities with one or more other
Stockholders or Stockholder affiliates; (e) engage in certain specified
takeover actions or take any other actions, alone or in concert with any other
person, to seek control of the Issuer; (f) engage in any material transaction
with the Issuer; or (g) take any action to seek to circumvent any of the
foregoing limitations. Notwithstanding clause (b) above, the Stockholder Group
is generally permitted to tender Voting Securities of the Issuer beneficially
owned by it in connection with certain tender or exchange offers approved by a
majority of the disinterested directors of the Issuer.

Pursuant to the Amended Standstill Agreement, at all times prior to June 30,
2002, Samstock is entitled to designate two representatives, reasonably
acceptable to the independent directors of the Issuer, to serve on the Issuer's
Board of Directors (the "Board") as long as the Stockholders and Alpha/ZFT
together beneficially own at least 15% of the combined voting power of the
Issuer's Voting Securities and, in the event that the Stockholders and
Alpha/ZFT together beneficially own less than 15%, but at least 7.5%, of the
combined voting power of the Issuer's Voting Securities, Samstock shall be
entitled to designate one representative, reasonably acceptable to the
independent directors of the Issuer, to serve on the Issuer's Board. The
Issuer agreed that it will not increase the size of the Board beyond seven
members as long as Samstock is entitled to one or two Board representatives.
In accordance with these provisions, Mr. Zell and Mr. Handy have been appointed
to the Board.

Pursuant to the Amended Standstill Agreement, the Stockholders agreed that the
Stockholder Group would vote their Voting Securities with respect to the
election or removal

4
<PAGE> 15

of directors or any other matter that would relate to a possible change of
control of the Issuer either (a) in accordance with the recommendations of the
disinterested directors of the Issuer or (b) in the same proportions (including
abstentions) as the holders of record of the Issuer's Voting Securities, other
than those beneficially owned by the Stockholder Group, vote their securities;
provided that (i) the Stockholders may vote in favor of the election or
retention of the one or two directors designated by Samstock as described in
the preceding paragraph, and (ii) any member of the Stockholder Group may vote
with respect to any matter presented to the Issuer's stockholders that relate
to a change of control of the Issuer (1) in favor of such matter if it is
recommended by a majority of the Board, or (2) against such matter.

Pursuant to the Amended Standstill Agreement and subject to certain exceptions,
the Issuer granted CHI, Samstock, Samstock/ZFT, Handy, FPH Trustee and any of
their respective affiliates (exclusive of Saltsman, Gaffney, Rivera, MelChart
and their respective affiliates) certain demand, shelf and "piggyback"
registration rights in connection with certain permitted sales of shares of
Common Stock.

The summaries contained in this Statement of certain provisions of each of the
Stock Purchase Agreement, the Distribution Agreement, the MelChart Purchase
Agreement, the Rivera Purchase Agreement, the Standstill Agreement and the
Amended Standstill Agreement are not intended to be complete and are qualified
in their entirety by reference to each respective agreement attached as an
Exhibit hereto and incorporated herein by reference.

Each Stockholder intends to continue to review its investment in Common Stock
and, from time to time depending upon certain factors, including without
limitation the financial performance of the Issuer, the availability and price
of shares of Common Stock and other general market and investment conditions,
may determine to acquire through open market purchases or otherwise additional
shares of Common Stock, or may determine to sell through the open market or
otherwise, in each case, subject to the limitations of the Amended Standstill
Agreement described above and the limitations of the Stockholders' Agreement
described in Items 5 and 6 below.

Except as stated above, none of the Stockholders has any plans or proposals of
the types referred to in clauses (a) through (j) of Item 4 of Schedule 13D, as
promulgated by the Securities and Exchange Commission

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and (b) To the best knowledge of the Stockholders, there are 11,725,534
shares of Common Stock outstanding as of the date hereof. As of the date
hereof, the aggregate 3,400,000 shares of Common Stock owned by the
Stockholders represent approximately

5
<PAGE> 16

29.0% of the Common Stock issued and outstanding. Such Common Stock is held as
follows:
Holder Shares

CHI 428,591 shares
Samstock 1,860,000 shares
Samstock/ZFT 705,808 shares
FPH Trustee 103,539 shares
Saltsman 4,137 shares
Gaffney 20,708 shares
MelChart 202,217 shares
Rivera 75,000 shares
-------------

Total 3,400,000 shares

Subject to the limitations of the Amended Standstill Agreement as
described above, pursuant to a Stockholders' Agreement entered into as of
October 1, 1997 by and among each Stockholder and the Issuer (the
"Stockholders' Agreement"), Samstock has the sole power to vote or to direct
the vote of the 3,400,000 shares of Common Stock owned in the aggregate by the
Stockholders. Each Stockholder has the power to dispose of or to direct the
disposition of such Stockholder's shares of Common Stock, subject to certain
limitations under the Stockholders' Agreement as described more fully in Item
6. The Stockholders' Agreement is attached hereto as Exhibit 2.2 and is
incorporated herein by reference.

At the date hereof, neither the Stockholders, nor to the best knowledge of the
Stockholders, any of Alphabet, SZI, ZFT, HHS or any of the persons listed in
Appendix A hereto owns any shares of Common Stock other than shares of Common
Stock owned by the Stockholders, as described herein, of which one or more of
such other persons may be deemed to have beneficial ownership pursuant to Rule
13d-3 of the Exchange Act.

(c) During the last sixty days, the only transactions in
the Common Stock effected by the Stockholders, or to the best knowledge of the
Stockholders, by Alphabet, ZFT, SZI, HHS or any of the persons listed in
Appendix A hereto, were the transactions occurring on October 1, 1997, as
described in Item 3 hereof.

As described in Item 6 of this Schedule 13D, on October 1,
1997, Handy, Alphabet, ZFT and CHI entered into an Amended and Restated Option
Agreement with respect to a portion of CHI's Common Stock.

(d) No person other than a Stockholder has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of the shares of Common Stock owned by such Stockholder.

6
<PAGE> 17

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Except for the matters described herein, no Stockholder nor, to the
best knowledge of the Stockholders, any of Alphabet, ZFT, SZI, HHS or any of
the persons listed in Appendix A hereto has any contract, arrangement,
understanding or relationship with any person with respect to any securities of
the Issuer.

On October 1, 1997, Alphabet, ZFT and CHI entered into an Amended and
Restated Option Agreement (the "Amended Option Agreement") with Handy which
amends, restates and supersedes an Option Agreement dated as of May 12, 1997
among Handy, Alphabet and ZFT (the "Option Agreement"). The Option Agreement
is attached hereto as Exhibit 3 and is incorporated herein by reference. The
Amended Option Agreement is attached hereto as Exhibit 3.1 and is incorporated
herein by reference. Under the Amended Option Agreement, CHI granted Handy the
option (the "Option") to purchase up to 163,581 shares of Common Stock (the
"Option Shares").

The purchase price upon exercise of the Option is equal to a specified
"Price Per Share," multiplied by the number of shares of Common Stock that
Handy is then purchasing upon exercise of the Option. The Price Per Share
initially was $5.75, and increases at the rate of 6% per annum, compounded
annually, from March 11, 1997 to the date of the closing of the respective
Option exercise, and will be subject to further adjustment as provided in the
Amended Option Agreement. The Option may be exercised at any time after the
date of the Amended Option Agreement and shall expire 30 days after notice to
Handy of the intention of CHI to dispose of all or any substantial part of the
Option Shares then held by CHI.

On July 29, 1997, CHI issued a letter (the "Share Letter") to Richard
E. Rivera ("Rivera"). The Share Letter advised Rivera that if he became
President and Chief Executive Officer of the Company in accordance with certain
terms, CHI would give him the opportunity, subject to satisfaction of certain
requirements and during a specified period, to purchase up to 200,000 shares of
Common Stock held by CHI, at a cash price of $5.75 per share. The Share Letter
is attached hereto as Exhibit 4 and incorporated herein by reference.

Rivera became President and Chief Executive Officer of the Company in
accordance with such terms on August 11, 1997. Rivera has purchased 75,000
shares of Common Stock in accordance with the Share Letter.

Pursuant to the Stockholders' Agreement, the rights, interests and
obligations of CHI under the Stock Purchase Agreement were assigned to and
assumed by CHI, Samstock and Samstock/ZFT on a pro rata basis, based on their
respective relative ownership from time to

7
<PAGE> 18

time of the shares of Common Stock that are the subject of this Schedule 13D.
In addition, pursuant to the Stockholders' Agreement, each Stockholder
appointed Samstock its attorney and proxy to vote all shares of Common Stock of
the Issuer held by such Stockholder. The Stockholders' Agreement also (i)
restricts the Stockholders' ability to freely transfer their shares of Common
Stock, (ii) requires any Stockholder, other than CHI, Samstock and Samstock/ZFT
(collectively, the "SZ Affiliates"), that wishes to sell to an independent
third party or in a public sale any of its Common Stock of the Issuer to
provide the other Stockholders a right of first offer, (iii) provides that in
the event that one or more of the SZ Affiliates or Handy or FPH Trustee enters
into an agreement to sell (other than in a public sale) more than 20% of the
aggregate Common Stock holdings of the SZ Affiliates, Handy and FPH Trustee,
the non-selling Stockholders have the right to participate in such sale on the
same terms as are offered to the selling Stockholders, and (iv) provides that
if Stockholders owning more than 50% of the shares of Common Stock of the
Issuer that are held by all Stockholders enter into an agreement to sell all of
their shares of such Common Stock, such selling Stockholders can require the
other Stockholders join in such sale.

The summary contained in this statement of certain provisions of the
Stockholders' Agreement, the Option Agreement, the Amended Option Agreement and
the Share Letter is not intended to be complete and is qualified in its
entirety by reference to the Stockholders' Agreement, the Option Agreement, the
Amended Option Agreement and the Share Letter attached as Exhibits hereto and
incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1 - Stock Purchase Agreement*
Exhibit 1.1 - Distribution Agreement**
Exhibit 1.2 - MelChart Purchase Agreement**
Exhibit 1.3 - Rivera Purchase Agreement**
Exhibit 2 - Standstill Agreement*
Exhibit 2.1 - Amended Standstill Agreement**
Exhibit 2.2 - Stockholders' Agreement**
Exhibit 3 - Option Agreement*
Exhibit 3.1 - Amended Option Agreement**
Exhibit 4 - Share Letter*
- ------------------------------------------------
* Previously filed.
** Filed herewith.

8
<PAGE> 19

APPENDIX A
SCHEDULE 13D/A
CUSIP NUMBER 160902102

ALPHABET PARTNERS, AN ILLINOIS GENERAL PARTNERSHIP: Alphabet Partners is
composed of three trusts created for the benefit of Mr. Zell and his family.
Arthur A. Greenberg is the sole trustee of the three trusts. Mr. Greenberg is
the sole proprieter of Arthur A. Greenberg, Certified Public Accountant. Mr.
Greenberg is a citizen of the United States of America.

ZFT PARTNERSHIP, AN ILLINOIS GENERAL PARTNERSHIP: ZFT Partnership is composed
of fifteen trusts created for the benefit of Mr. Zell and his family. Sheli Z.
Rosenberg is the sole trustee of the fifteen trusts. Mrs. Rosenberg is
President and Chief Executive Officer of Equity Group Investments ("EGI").
Mrs. Rosenberg is a citizen of the United States of America.

SAMUEL ZELL: Mr. Zell is Chairman of the Board of Directors of EGI. EGI is a
privately owned investment management firm. Mr. Zell is also a director of
the Issuer. Mr. Zell is a citizen of the United States of America.

HHS PARTNERS, A FLORIDA GENERAL PARTNERSHIP: HHS Partners is composed of three
partners: F. Philip Handy, Thomas Gaffney and Robert Saltsman.

SZ INVESTMENTS, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY: SZ Investments'
managing member is Zell General Partnership, Inc., and its non-managing members
are Alphabet Partners and ZFT Partnership. Zell General Partnership, Inc. is an
Illinois corporation whose sole shareholder is the Samuel Zell Revocable Trust
and whose sole director is Samuel Zell.

RICHARD MELMAN: Mr. Melman is a restauranteur. Mr. Melman is a citizen of the
United States of America.

9
<PAGE> 20

SIGNATURE

After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
the statement is true, complete and correct.

DATED: October 1, 1997

CHART HOUSE INVESTORS, L.L.C., by ALPHABET
PARTNERS, its managing member, by a general partner

By: /s/ Arthur A. Greenberg
----------------------------------
Name: Arthur A. Greenberg
--------------------------------
Title: Trustee
-------------------------------

SAMSTOCK, L.L.C., by SZ INVESTMENTS, L.L.C.,
its sole member, by ZELL GENERAL PARTNERSHIP,
INC., its sole member

By: /s/ Sheli Z. Rosenberg
---------------------------------
Name: Sheli Z. Rosenberg
--------------------------------
Title: Vice President
-------------------------------

SAMSTOCK/ZFT, L.L.C., by ZFT PARTNERSHIP, its
sole member, by a general partner

By: /s/ Sheli Z. Rosenberg
----------------------------------
Name: Sheli Z. Rosenberg
------------------------------
Title: Trustee
------------------------------

/s/ F. Philip Handy
------------------------------------
F. Philip Handy, individually

/s/ F. Philip Handy
-------------------------------------
F. Philip Handy, as Trustee of the Blaine Trust

/s/ Robert Saltsman
-------------------------------------
Robert Saltsman

10
<PAGE> 21

/s/ Thomas Gaffney
-----------------------------------
Thomas Gaffney

/s/ Donna Gaffney
-----------------------------------
Donna Gaffney

/s/ Richard Rivera
------------------------------------
Richard Rivera

MELCHART, LLC

By: /s/ Richard Melman
-----------------------------------
Richard Melman, its manager, by Michael
E. Fox under Power of Attorney

11
<PAGE> 22

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>

1 Stock Purchase and Sale Agreement, dated as of March 10, 1997*
1.1 Distribution and Contribution Agreement, dated as of October 1, 1997**

1.2 Stock Purchase and Sale Agreement, dated as of October 1, 1997 (MelChart)**

1.3 Stock Purchase and Sale Agreement, dated as of October 1, 1997 (Rivera)**

2 Standstill Agreement dated as of March 10, 1997*
2.1 Amended and Restated Standstill Agreement, dated as of October 1, 1997**

2.2 Stockholder's Agreement, dated as of October 1, 1997**

3 Option Agreement, dated as of May 12, 1997*

3.1 Amended and Restated Option Agreement, dated as of September, 1997**
4 Share letter, dated July 29, 1997*
</TABLE>

____________________________________
* Previously filed.
** Filed herewith.

<PAGE> 1

EXHIBIT 1.1

DISTRIBUTION AND CONTRIBUTION AGREEMENT

THIS DISTRIBUTION AND CONTRIBUTION AGREEMENT (this "Agreement") is
made and entered into as of October 1, 1997, by and among Chart House
Investors, L.L.C., a Delaware limited liability company ("CHI"), Alphabet
Partners, an Illinois general partnership ("Alphabet"), ZFT Partnership, an
Illinois general partnership ("ZFT"), HHS Partnership, a Florida general
partnership ("HHS"), SZ Investments, L.L.C., a Delaware limited liability
company ("SZI"), Samstock, L.L.C., a Delaware limited liability company
("Samstock"), and Samstock/ZFT, a Delaware limited liability company
("Samstock/ZFT").

R E C I T A L S

WHEREAS, reference is hereby made to that certain Stock Purchase and
Sale Agreement, dated as of March 10, 1997, among Chart House Enterprises,
Inc., a Delaware corporation (the "Company"), CHI and, solely for purposes of
Section 4.13 of the Purchase Agreement, Alpha Partnership, an Illinois general
partnership, pursuant to which CHI purchased an aggregate of 3,400,000 newly
issued shares of common stock of the Company, par value $.01 per share (such
3,400,000 shares of common stock thereby acquired by CHI, the "CHI Shares");

WHEREAS, immediately prior to the consummation of the transactions
contemplated by this Agreement, Alphabet, ZFT and HHS held respectively
48.112%, 48.112% and 3.776% of the economic interests in CHI;

WHEREAS, CHI desires to distribute to Alphabet, and Alphabet desires
to receive from CHI, 930,000 CHI Shares held by CHI; Alphabet desires to
contribute to SZI, and SZI desires to receive from Alphabet, all of said
930,000 CHI Shares; and SZI desires to contribute to Samstock, and Samstock
desires to receive from SZI, all of said 930,000 CHI Shares;

WHEREAS, CHI desires to distribute to ZFT, and ZFT desires to receive
from CHI, 1,635,808 CHI Shares held by CHI, in full redemption of ZFT's entire
economic and other interests in CHI; ZFT desires to contribute to SZI, and SZI
desires to receive from ZFT, 930,000 of said 1,635,808 CHI Shares; SZI desires
to contribute to Samstock, and Samstock desires to receive from SZI, all of
said 930,000 CHI Shares; and ZFT desires to contribute to Samstock/ZFT, and
Samstock/ZFT desires to receive from ZFT, the remaining 705,808 CHI Shares
distributed by CHI to ZFT and not contributed by ZFT to SZI;

WHEREAS, CHI desires to distribute to HHS, and HHS desires to receive
from CHI, 128,384 CHI Shares held by CHI, in full redemption of HHS's entire
economic and other interests in CHI; and HHS desires to distribute all of said
128,384 CHI Shares to its partners and to direct CHI to instruct the Company's
stock transfer agent to issue new stock certificates representing said 128,384
CHI Shares directly to HHS's partners; and

-1-
<PAGE> 2

WHEREAS, CHI, Samstock, Samstock/ZFT and HHS's partners
contemporaneously herewith have entered into (i) an Amended and Restated
Standstill Agreement dated as of the date hereof (as such agreement may be
amended, modified, supplemented, restated or superseded, from time to time, the
"Amended and Restated Standstill Agreement"), and (ii) a Stockholders'
Agreement dated as of the date hereof (as such agreement may be amended,
modified, supplemented, restated or superseded, from time to time, the
"Stockholders' Agreement");

NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

1. Distributions and Contributions of CHI Shares. The parties
do hereby distribute, contribute and/or accept CHI Shares as follows and in the
following order:

(a) CHI distributes to Alphabet, and Alphabet accepts from CHI,
930,000 CHI Shares held by CHI;

(b) CHI distributes to ZFT, and ZFT accepts from CHI, 1,635,808
CHI Shares held by CHI, in full redemption of ZFT's entire economic and other
interests in CHI;

(c) CHI distributes to HHS, and HHS accepts from CHI, 128,384 CHI
Shares held by CHI, in full redemption of HHS's entire economic and other
interests in CHI;

(d) Alphabet contributes to SZI, and SZI accepts from Alphabet,
930,000 CHI Shares;

(e) SZI contributes to Samstock, and Samstock accepts from SZI,
930,000 CHI Shares;

(f) ZFT contributes to SZI, and SZI accepts from ZFT, 930,000 CHI
Shares;

(g) SZI contributes to Samstock, and Samstock accepts from SZI,
930,000 CHI Shares;

(h) ZFT contributes to Samstock/ZFT, and Samstock/ZFT accepts from
ZFT, 705,808 CHI Shares; and

(i) HHS distributes to its partners (A) F. Philip Handy, as
trustee of the Blaine Trust, (B) Robert Saltsman, and (C) Thomas Gaffney and
Donna Gaffney, as tenants by the entirety, respectively, 103,539, 4,137 and
20,708 CHI Shares;

such that immediately after the consummation of all of the transactions
contemplated by this Section 1, all of the CHI Shares distributed and/or
contributed as described herein shall be held as follows:

-2-
<PAGE> 3

<TABLE>
<CAPTION>
Holder Number of CHI Shares
------ ---------------------
<S> <C>
Samstock, L.L.C. 1,860,000
Samstock/ZFT, L.L.C. 705,808
F. Philip Handy, as Trustee
of the Blaine Trust 103,539
Robert Saltsman 4,137
Thomas Gaffney and Donna Gaffney,
as tenants by the entirety 20,708
- ---------------------------- ==========
Total 2,694,192
</TABLE>

2. Stock Certificates. The parties agree that promptly upon the
execution and delivery of this Agreement, CHI shall direct the Company's stock
transfer agent to issue stock certificates directly to the holders identified
in the chart in Section 1 above representing the number of CHI Shares set forth
opposite such holders' names in such chart.

3. Legend. The parties agree to the placing on certificates
representing CHI Shares of a legend, in substantially the following form:

"The securities evidenced by this certificate have not
been registered under the Securities Act of 1933, as amended
(the "ACT") or applicable state securities laws and may not be
sold, transferred, assigned, offered, pledged or otherwise
disposed of unless (i) there is an effective registration
statement under such Act and such laws covering such securities
or (ii) such sale, transfer, assignment, offer, pledge or other
disposition is exempt form the registration and prospectus
delivery requirements of the Securities Act and such laws. The
securities evidenced by this certificate are subject to the
restrictions contained in the Amended and Restated Standstill
Agreement dated as of October 1, 1997, and the Stockholders'
Agreement dated as of October 1, 1997, in each case, to which
the Company is a party, as amended, supplemented or otherwise
modified from time to time, and may not be transferred except
in compliance therewith."

5. Miscellaneous. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois, without giving
effect to conflict of law principles. If any provision of this Agreement is
held invalid, the remainder of this Agreement shall not be affected thereby.
This Agreement, together with the Amended and Restated Standstill Agreement and
the Stockholders' Agreement, sets forth the entire agreement of the parties,
with respect to the subject matter hereof, and no waivers, modifications or
amendments shall be effective unless the same are in writing signed by the
party to be charged. This Agreement may be executed in counterparts, each of
which when so executed shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.

-3-
<PAGE> 4

IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.

CHART HOUSE INVESTORS, L.L.C., by
ALPHABET PARTNERS, its managing
member, by a general partner

By: /s/ Arthur A. Greenberg
-----------------------------------------------
Name/Title: Arthur A. Greenberg, Trustee

ALPHABET PARTNERS, by a general partner

By: /s/ Arthur A. Greenberg
-----------------------------------------------
Name/Title: Arthur A. Greenberg, Trustee

ZFT PARTNERSHIP, by a general partner

By: /s/ Sheli Z. Rosenberg
-----------------------------------------------
Name/Title: Sheli Z. Rosenberg, Trustee

HHS PARTNERSHIP

By: /s/ F. Philip Handy
-----------------------------------------------
Name/Title: F. Philip Handy, a general partner

SZ INVESTMENTS, L.L.C., BY ZELL GENERAL
PARTNERSHIP, INC., its managing member

By: /s/ Sheli Z. Rosenberg
-----------------------------------------------
Name/Title: Sheli Z. Rosenberg, Vice President

SAMSTOCK, L.L.C., by SZ INVESTMENTS,
L.L.C., its sole member, by ZELL
GENERAL PARTNERSHIP, INC., its sole member

By: /s/ Sheli Z. Rosenberg
-----------------------------------------------
Name/Title: Sheli Z. Rosenberg, Vice President

</TABLE>

-4-

<PAGE> 5
<TABLE>
<S><C>
SAMSTOCK/ZFT, L.L.C., by ZFT PARTNERSHIP,
its sole member, by a general partner

By: /s/ Sheli Z. Rosenberg
-----------------------------------------------
Name/Title: Sheli Z. Rosenberg, Trustee
-----------------------------------

</TABLE>

-5-

<PAGE> 1

EXHIBIT 1.2

STOCK PURCHASE AND SALE AGREEMENT

THIS STOCK PURCHASE AND SALE AGREEMENT (this "Agreement") is executed as of
October 1, 1997, by and between Chart House Investors, L.L.C., a Delaware
limited liability company ("CHI"), and MelChart LLC, an Illinois limited
liability company ("Purchaser").

WHEREAS, pursuant to that certain Stock Purchase and Sale Agreement,
dated as of March 10, 1997, among Chart House Enterprises, Inc., a Delaware
corporation (the "Company"), CHI and, solely for purposes of Section 4.13 of
said Stock Purchase and Sale Agreement, Alpha Partnership, an Illinois general
partnership, CHI purchased from the Company, and the Company issued and sold to
CHI, an aggregate of 3,400,000 newly issued shares of common stock, par value
$.01 per share, of the Company (such 3,400,000 shares of Common Stock, the "CHI
Shares");

WHEREAS, Purchaser desires to purchase from CHI, and CHI desires to sell to
Purchaser, 202,217 of the CHI Shares (such 202,217 of the CHI Shares, the
"Shares"), on the terms herein contained;

WHEREAS, the parties contemporaneously herewith have entered into (i) an
Amended and Restated Standstill Agreement dated as of the date hereof (as such
agreement may be amended, modified, supplemented, restated or superseded, from
time to time, the "Amended and Restated Standstill Agreement"), and (ii) a
Stockholders' Agreement dated as of the date hereof (as such agreement may be
amended, modified, supplemented, restated or superseded, from time to time, the
"Stockholders' Agreement");

NOW, THEREFORE, in consideration of the premises and covenants set forth
herein and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:

1. Sale and Purchase of Stock. CHI hereby sells, and Purchaser hereby
purchases, the Shares, free and clear of all liens, claims and other
encumbrances, other than any created by the Purchaser or created by the
Stockholders' Agreement or the Amended and Restated Standstill Agreement.

2. Purchase Price. In consideration for the Shares, Purchaser hereby agrees
to pay to CHI, in cash, a purchase price of $5.75 per share for the Shares for
an aggregate purchase price of $1,162,747.75 (the "Purchase Price"). In full
payment of the Shares, Purchaser shall deliver to CHI on the date hereof
immediately available funds in the amount of the Purchase Price.

-1-
<PAGE> 2

registration requirements of the Securities Act of 1933, as amended (the
"Act"), or applicable state securities laws. Purchaser understands that the
Shares have not been registered under the Act by reason of a specific exemption
from the registration provisions of the Act which depends upon, among other
things, the bona fide nature of Purchaser's investment intent as expressed
herein; and (b) Because they have not been registered under the Act, the Shares
constitute "restricted securities" under Rule 144 of the Act and must be held
indefinitely unless subsequently registered under the Act or an exemption from
such registration is available.

4. Legend. Purchaser agrees to the placing on the certificates
representing the Shares of a legend, in substantially the following form:

"The securities evidenced by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act") or
applicable state securities laws and may not be sold, transferred,
assigned, offered, pledged or otherwise disposed of unless (i) there
is an effective registration statement under such Act and such laws
covering such securities or (ii) such sale, transfer, assignment,
offer, pledge or other disposition is exempt form the registration and
prospectus delivery requirements of the Securities Act and such laws.
The securities evidenced by this certificate are subject to the
restrictions contained in the Amended and Restated Standstill
Agreement dated as of October 1, 1997 and the Stockholders' Agreement
dated as of October 1, 1997, in each case, to which the Company is a
party, as amended, supplemented or otherwise modified from time to
time, and may not be transferred except in compliance there with."

5. Miscellaneous. This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois, without giving effect to
conflict of law principles. If any provision of this Agreement is held
invalid, the remainder of this Agreement shall not be affected thereby. This
Agreement, together with the Amended and Restated Standstill Agreement and the
Stockholders' Agreement, sets forth the entire agreement of the parties, with
respect to the subject matter hereof, and no waivers, modifications or
amendments shall be effective unless the same are in writing signed by the
party to be charged. This Agreement may be executed in counterparts, each of
which when so executed shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.

-2-
<PAGE> 3

IN WITNESS WHEREOF, the parties have executed and delivered this Stock
Purchase and Sale Agreement as of the date first written above.

MelChart LLC

By:

/s/ Richard Melman
--------------------------------------------------
Richard Melman, manager, by
Michael E. Fox under Power of Attorney

Chart House Investors, L.L.C.
By: Alphabet Partners, its managing member

By: /s/ Arthur A. Greenberg
------------------------------------------------
Arthur A. Greenberg, trustee of a general partner

-3-

<PAGE> 1
EXHIBIT 1.3

STOCK PURCHASE AND SALE AGREEMENT

THIS STOCK PURCHASE AND SALE AGREEMENT (this "Agreement") is executed
as of October 1, 1997, by and between Chart House Investors, L.L.C., a Delaware
limited liability company ("CHI"), and Richard Rivera, individually
("Purchaser").

WHEREAS, pursuant to that certain Stock Purchase and Sale Agreement,
dated as of March 10, 1997, among Chart House Enterprises, Inc., a
Delaware corporation (the "Company"), CHI and, solely for purposes of Section
4.13 of said Stock Purchase and Sale Agreement, Alpha Partnership, an Illinois
general partnership, CHI purchased from the Company, and the Company issued and
sold to CHI, an aggregate of 3,400,000 newly issued shares of common stock, par
value $.01 per share, of the Company (such 3,400,000 shares of Common Stock,
the "CHI Shares");

WHEREAS, on July 29, 1997, CHI issued to Purchaser a letter (the
"Share Letter") by which CHI granted to Purchaser the opportunity, under
certain circumstances, to purchase from CHI up to 200,000 of the CHI Shares;

WHEREAS, Purchaser, pursuant to the Share Letter, desires to purchase
from CHI, and CHI desires to sell to Purchaser, 75,000 of the CHI Shares (such
75,000 of the CHI Shares, the "Shares"), on the terms herein contained;

WHEREAS, the parties contemporaneously herewith have entered into (i)
an Amended and Restated Standstill Agreement dated as of the date hereof (as
such agreement may be amended, modified, supplemented, restated or superseded,
from time to time, the "Amended and Restated Standstill Agreement"), and (ii) a
Stockholders' Agreement dated as of the date hereof (as such agreement may be
amended, modified, supplemented, restated or superseded, from time to time, the
"Stockholders' Agreement");

NOW, THEREFORE, in consideration of the premises and covenants set
forth herein and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Sale and Purchase of Stock. CHI hereby sells, and Purchaser
hereby purchases, the Shares, free and clear of all liens, claims and other
encumbrances, other than any created by the Purchaser or created by the
Stockholders' Agreement or the Amended and Restated Standstill Agreement.

2. Purchase Price. In consideration for the Shares, Purchaser
hereby agrees to pay to CHI, in cash, a purchase price of $5.75 per share for
the Shares for an aggregate purchase price of $431,250.00 (the "Purchase
Price"). In full payment of the Shares, Purchaser shall deliver to CHI on the
date hereof immediately available funds in the amount of the Purchase Price.

-1-

<PAGE> 2

3. Purchaser's Investment Intent. Purchaser represents,
warrants, acknowledges and covenants to CHI as follows: (a) Purchaser is
acquiring the Shares for investment for its own account and not with the view
to selling, distributing or transferring the Shares in violation of the
registration requirements of the Securities Act of 1933, as amended (the
"Act"), or applicable state securities laws. Purchaser understands that the
Shares have not been registered under the Act by reason of a specific exemption
from the registration provisions of the Act which depends upon, among other
things, the bona fide nature of the investment intent as expressed herein; (b)
Because they have not been registered under the Act, the Shares constitute
"restricted securities" under Rule 144 of the Act and must be held indefinitely
unless subsequently registered under the Act or an exemption from such
registration is available.

4. Legend. Purchaser agrees to the placing on the certificates
representing the Shares of a legend, in substantially the following form:

"The securities evidenced by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act") or applicable state securities laws and may not be
sold, transferred, assigned, offered, pledged or otherwise
disposed of unless (i) there is an effective registration
statement under such Act and such laws covering such
securities or (ii) such sale, transfer, assignment, offer,
pledge or other disposition is exempt form the registration
and prospectus delivery requirements of the Securities Act and
such laws. The securities evidenced by this certificate are
subject to the restrictions contained in the Amended and
Restated Standstill Agreement dated as of October 1, 1997, and
the Stockholders' Agreement dated as of October 1, 1997, in
each case, to which the Company is a party, as amended,
supplemented or otherwise modified from time to time, and may
not be transferred except in compliance there with."

5. Miscellaneous. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois, without giving
effect to conflict of law principles. If any provision of this Agreement
is held invalid, the remainder of this Agreement shall not be affected
thereby. This Agreement, together with the Amended and Restated Standstill
Agreement and the Stockholders' Agreement, sets forth the entire
agreement of the parties, with respect to the subject matter hereof, and no
waivers, modifications or amendments shall be effective unless the same are in
writing signed by the party to be charged. This Agreement may be executed in
counterparts, each of which when so executed shall be deemed an original, but
all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed and delivered this Stock
Purchase and Sale Agreement as of the date first written above.

-2-

<PAGE> 3

Richard Rivera

/s/ Richard Rivera
-------------------------------------

Chart House Investors, L.L.C.
By: Alphabet Partners, its managing member

By: /s/ Arthur A. Greenberg
-------------------------------------
Arthur A. Greenberg, trustee of a
general partner

<PAGE> 1
EXHIBIT 2.1

CHART HOUSE ENTERPRISES, INC.

AMENDED AND RESTATED STANDSTILL AGREEMENT

DATED OCTOBER 1, 1997

<PAGE> 2

TABLE OF CONTENTS

PAGE NO.

<TABLE>
<S> <C> <C>
Section 1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Representations and Warranties . . . . . . . . . . . . . . . . . . 3
Section 3. Covenants with Respect to the Company Voting
Securities and Other Matters . . . . . . . . . . . . . . . . . . . 6
3.1 Acquisition of Company Voting Securities . . . . . . . . . . 6
3.2 Distribution of the Company Voting Securities . . . . . . . . 7
3.3 Proxy Solicitations, etc. . . . . . . . . . . . . . . . . . . 7
3.4 No Voting Trusts, Pooling Agreements, or
Formation of "Groups" . . . . . . . . . . . . . . . . . . . . 7
3.5 No Solicitation of Bidders . . . . . . . . . . . . . . . . . 8
3.6 Material Transactions . . . . . . . . . . . . . . . . . . . . 8
3.7 Non-Circumvention . . . . . . . . . . . . . . . . . . . . . . 8
3.8 Confidential Material . . . . . . . . . . . . . . . . . . . . 8
3.9 Guarantee by Alpha . . . . . . . . . . . . . . . . . . . . . 10
Section 4. Voting of Company Securities and Other Related
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5. Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . 12
5.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.2 Request for Registration . . . . . . . . . . . . . . . . . . 12
5.2A Shelf Registration . . . . . . . . . . . . . . . . . . . . . 13
5.3 Piggyback Registration . . . . . . . . . . . . . . . . . . . 13
5.4 Obligations of the Company . . . . . . . . . . . . . . . . . 14
5.5 Furnish Information . . . . . . . . . . . . . . . . . . . . . 15
5.6 Expenses of Demand Registration and Shelf
Registration . . . . . . . . . . . . . . . . . . . . . . . . 15
5.7 Expenses of Piggyback Registration . . . . . . . . . . . . . 15
5.8 Underwriting Requirements . . . . . . . . . . . . . . . . . . 15
5.9 Delay of Registration . . . . . . . . . . . . . . . . . . . . 16
5.10 Indemnification . . . . . . . . . . . . . . . . . . . . . . . 16
5.11 Reports Under the Exchange Act . . . . . . . . . . . . . . . 18
5.12 No Assignment of Registration Rights . . . . . . . . . . . . 18
5.13 Waiver Procedures . . . . . . . . . . . . . . . . . . . . . . 19
5.14 "Market Stand-off" Agreement . . . . . . . . . . . . . . . . 19
Section 6. Term of Agreement; Certain Provisions Regarding
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 7. Legend and Stop Transfer Order . . . . . . . . . . . . . . . . . . 19
Section 8. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 9. General Provisions . . . . . . . . . . . . . . . . . . . . . . . . 20
9.1 Consent to Jurisdiction; Service of Process . . . . . . . . . 20
9.2 Additional Zell Group Parties; Joint and Several
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9.4 Severability . . . . . . . . . . . . . . . . . . . . . . . . 21
9.5 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>

<PAGE> 3

<TABLE>
<S> <C> <C>
9.6 Descriptive Headings . . . . . . . . . . . . . . . . . . . . 22
9.7 Counterparts; Facsimile Signatures . . . . . . . . . . . . . 22
9.8 Successors and Assigns . . . . . . . . . . . . . . . . . . . 22
</TABLE>

<PAGE> 4

AMENDED AND RESTATED STANDSTILL AGREEMENT

Amended and Restated Standstill Agreement dated as of October
1, 1997, (this "Agreement") among Chart House Enterprises, Inc., a Delaware
corporation (the "Company"), Chart House Investors, LLC, a Delaware limited
liability company ("CHI"), Samstock, L.L.C., a Delaware limited liability
company ("Samstock"), Samstock/ZFT, L.L.C., a Delaware limited liability
company ("ZFT"), F. Philip Handy, individually ("Handy"), F. Philip Handy, as
trustee of the Blaine Trust ("FPH Trustee"), Robert Saltsman ("Saltsman"),
Thomas Gaffney and Donna Gaffney, as tenants by the entirety (collectively,
"Gaffney"), Richard Rivera ("Rivera"), and MelChart LLC, an Illinois limited
liability company ("MelChart"), (each of the foregoing parties, other than the
Company, individually a "Stockholder" and collectively the "Stockholders") and
Alpha/ZFT Partnership, an Illinois general partnership ("Alpha").

W I T N E S S E T H:

WHEREAS, pursuant to a Stock Purchase and Sale Agreement dated as
of March 10, 1997 (the "Stock Purchase and Sale Agreement") among the Company,
CHI and Alpha, CHI purchased from the Company, and the Company sold to CHI,
3,400,000 newly issued shares of the Company's Common Stock, par value $.01 per
share ("Common Stock"), representing approximately 29.2% of the Common Stock
then outstanding.

WHEREAS, Samstock, ZFT, FPH Trustee, Saltsman, Gaffney, Rivera and
MelChart have acquired from CHI or its affiliates, directly or indirectly, the
shares of Common Stock set forth on Exhibit A hereto.

WHEREAS, Handy has entered into an Amended and Restated Option
Agreement with CHI, pursuant to which Handy has the option to acquire 163,581
shares of Common Stock from CHI (the "Handy Option Shares").

WHEREAS, reference is made to that certain Standstill Agreement,
dated as of March 10, 1997, among the Company, CHI and Alpha (the "Original
Standstill Agreement").

WHEREAS, the Company, the Stockholders and Alpha are entering
into this Agreement to establish certain arrangements with respect to the
relationships between them, and intend for this Agreement to amend, restate and
supersede the Original Standstill Agreement in its entirety.

WHEREAS, the Company believes that these arrangements will be
in the best interests of the Company and all of its stockholders.

-1 -
<PAGE> 5

NOW, THEREFORE, intending to be legally bound, the parties
hereto agree as follows:

Section 1. Certain Definitions. As used in this Agreement,
the following terms shall have the following meanings:

1.1 "Company Voting Securities" shall mean, collectively,
Common Stock, any preferred stock of the Company that is entitled to vote
generally for the election of directors, any other class or series of Company
securities that is entitled to vote generally for the election of directors and
any other securities, warrants, options or rights of any nature (whether or not
issued by the Company) that are convertible into, exchangeable for, or
exercisable for the purchase of, or otherwise give the holder thereof any
rights in respect of, Common Stock, Company preferred stock that is entitled to
vote generally for the election of directors, or any other class or series of
Company securities that is entitled to vote generally for the election of
directors.

1.2 "Effective Date" means March 10, 1997.

1.3 The "Combined Voting Power" at any measurement date shall
mean the total number of votes which could have been cast in an election of
directors of the Company had a meeting of the stockholders of the Company been
duly held based upon a record date as of the measurement date if all Company
Voting Securities then outstanding and entitled to vote at such meeting were
present and voted to the fullest extent possible at such meeting.

1.4 The terms "beneficial ownership," "person" and "group"
shall have the respective meanings ascribed to such terms pursuant to
Regulation 13D-G adopted by the Securities and Exchange Commission (the "SEC")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
in effect on the date hereof. The term "affiliate" shall have the meaning
ascribed to such term pursuant to Rule 12b-2 under the Exchange Act, as in
effect on the date hereof.

1.5 "Zell Affiliate" means CHI, Samstock, ZFT, Handy, FPH
Trustee and any of their respective affiliates (exclusive of Saltsman, Gaffney,
Rivera, MelChart and their respective affiliates).

1.6 "Zell Group" means each Stockholder and any corporations,
partnerships, limited liability companies or other entities that are their
affiliates, collectively; provided, however, that publicly held entities that
might fall within this definition as a result of their affiliation with any
Zell Affiliate (a "Public Zell Affiliate") shall not be treated as affiliates
of any Zell Affiliate hereunder unless its affiliates took any action, directly
or indirectly, to suggest, encourage or assist such entity in taking the
relevant action to be attributed to the Zell Group hereunder. For purposes of
the preceding sentence and the similar clause

-2 -
<PAGE> 6

appearing in the second sentence of Section 3.1, the failure of any Zell
Affiliate or any of its affiliates, upon learning of a Public Zell Affiliate's
action, to request that such Public Zell Affiliate refrain from taking such
action because of the provisions of this Agreement will be deemed to constitute
"encouraging or assisting" in such action.

1.7 "Independent Director" means directors of the Company who
(i) are not employees or officers of the Company, (ii) are not serving as
designees of Samstock pursuant to Section 4 hereof, and (iii) have no financial
interest in and are not otherwise associated with CHI, Samstock, ZFT, any
Public Zell Affiliate or their affiliates, excluding however any equity
interest of not more than 2% of any publicly-held entity. The term
"associated" means having a business, financial or familial relationship that
might reasonably be expected to affect the individual's judgment with respect
to matters in which a member of the Zell Group might be interested.

1.8 "Disinterested Director" means Independent Directors who
are "disinterested directors" as that term is used in Section 144 of the
Delaware General Corporate Law.

Section 2. Representations and Warranties.

2.1 CHI, Samstock and ZFT jointly and severally represent
and warrant to the Company as follows:

(a) Each of CHI, Samstock and ZFT is a limited liability
company duly organized, validly existing and in good standing
under the laws of Delaware. Alpha is a validly existing partnership
under the laws of Illinois. Each of CHI, Samstock, ZFT and Alpha has
the power and authority to enter into this Agreement and perform its
respective obligations hereunder.

(b) This Agreement has been duly authorized, executed and
delivered by CHI, Samstock, ZFT and Alpha and constitutes the
legal, valid and binding agreement of CHI, Samstock, ZFT and Alpha,
enforceable against them in accordance with the terms hereof.

(c) Neither the execution and delivery of this Agreement nor
the performance of its obligations hereunder will conflict with,
or result in a breach of, or constitute a default under, any law, rule,
regulation, judgment, order or decree of any court, arbitrator or
governmental agency or instrumentality, or of any agreement or
instrument to which CHI, Samstock, ZFT or Alpha is bound or by which it
is affected or of any charter documents of CHI, Samstock, ZFT or Alpha.

(d) As of the date hereof, no shares of Common Stock are
currently beneficially owned by any member of the Zell Group
(other than Handy, FPH Trustee, Saltsman, Gaffney, MelChart and Rivera
and their respective affiliates), except for

-3 -
<PAGE> 7

those shares of Common Stock originally acquired by CHI pursuant to the
Stock Purchase and Sale Agreement and set forth on Exhibit A hereto
(exclusive of any options granted by the Company).

2.2 Handy and FPH Trustee jointly and severally represent and warrant
to the Company as follows:

(a) He has the legal capacity to enter into this Agreement and
perform his respective obligations hereunder both for himself individually
and on behalf of the Blaine Trust.

(b) This Agreement has been duly executed and delivered by him
both for himself and on behalf of the Blaine Trust and constitutes his
legal, valid and binding agreement enforceable against him in accordance
with the terms hereof both in his individual capacity and in his capacity
as trustee of the Blaine Trust.

(c) Neither the execution and delivery of this Agreement nor the
performance of his obligations hereunder will conflict with, or result in a
breach of, or constitute a default under, any law, rule, regulation,
judgment, order or decree of any court, arbitrator or governmental agency
or instrumentality, or of any agreement or instrument to which he is bound
or by which he is affected, both in his individual capacity and in his
capacity as trustee of the Blaine Trust.

(d) As of the date hereof, no shares of Common Stock are currently
beneficially owned by him or his affiliates, except for those shares of
Common Stock set forth on Exhibit A hereto (exclusive of the Handy Option
Shares and any stock options granted by the Company).

2.3 Saltsman represents and warrants to the Company as follows:

(a) He has the legal capacity to enter into this Agreement and
perform his respective obligations hereunder.

(b) This Agreement has been duly executed and delivered by him and
constitutes his legal, valid and binding agreement enforceable against him
in accordance with the terms hereof.

- 4 -
<PAGE> 8

(d) As of the date hereof, no shares of Common Stock are currently
beneficially owned by him or his affiliates, except for those shares of
Common Stock set forth on Exhibit A hereto.

2.4 Gaffney jointly and severally represent and warrant to the
Company as follows:

(a) They have the legal capacity to enter into this Agreement and
perform their respective obligations hereunder.

(b) This Agreement has been duly executed and delivered by them
and constitutes their legal, valid and binding agreement enforceable
against them in accordance with the terms hereof.

(c) Neither the execution and delivery of this Agreement nor the
performance of their obligations hereunder will conflict with, or result in
a breach of, or constitute a default under, any law, rule, regulation,
judgment, order or decree of any court, arbitrator or governmental agency
or instrumentality, or of any agreement or instrument to which they are
bound or by which they are affected.

(d) As of the date hereof, no shares of Common Stock are currently
beneficially owned by them or their affiliates, except for those shares of
Common Stock set forth on Exhibit A hereto.

2.5 Rivera represents and warrants to the Company as follows:

(a) He has the legal capacity to enter into this Agreement and
perform his respective obligations hereunder.

(b) This Agreement has been duly executed and delivered by him and
constitutes his legal, valid and binding agreement enforceable against him
in accordance with the terms hereof.

2.6 MelChart represents and warrants to the Company as follows:

- 5 -
<PAGE> 9

(a) MelChart is a limited liability company duly organized,
validly existing and in good standing under the laws of the jurisdiction of
its organization. MelChart has the power and authority to enter into this
Agreement and perform its obligations hereunder.

(b) This Agreement has been duly authorized, executed and
delivered by MelChart and constitutes the legal, valid and binding
agreement of MelChart enforceable against MelChart in accordance with the
terms hereof.

(c) Neither the execution and delivery of this Agreement nor the
performance of its obligations hereunder will conflict with, or result in a
breach of, or constitute a default under, any law, rule, regulation,
judgment, order or decree of any court, arbitrator or governmental agency
or instrumentality, or of any agreement or instrument to which MelChart is
bound or by which MelChart is affected or of any charter documents of
MelChart.

(d) As of the date hereof, no shares of Common Stock are currently
beneficially owned by MelChart or any of its affiliates, except for those
shares of Common Stock set forth on Exhibit A hereto.

2.7 The Company represents and warrants to the Stockholders and Alpha
as follows:

(a) The Company is a validly existing corporation under the laws
of the jurisdiction of its organization and has the corporate power and
authority to enter into this Agreement and perform its obligations
hereunder.

(b) This Agreement has been duly authorized, executed and
delivered by the Company and constitutes the legal, valid and binding
agreement of the Company, enforceable against the Company in accordance
with the terms hereof.

(c) Neither the execution and delivery of this Agreement nor the
performance of its obligations hereunder will conflict with, or result in a
breach of, or constitute a default under, any law, rule, regulation,
judgment, order or decree of any court, arbitrator or governmental agency
or instrumentality, or of any agreement or instrument to which the Company
is bound or by which it is affected or of any charter documents of the
Company.

Section 3. Covenants with Respect to the Company Voting Securities
and Other Matters. CHI, Samstock and ZFT hereby agree with respect to all
members of the Zell Group, other than Handy, FPH Trustee, Saltsman, Gaffney,
Rivera and MelChart and any of their respective affiliates, and each of Handy,
FPH Trustee, Saltsman, Gaffney, Rivera and MelChart agree with respect to
themselves and their respective affiliates, as follows:

- 6 -
<PAGE> 10

3.1 Acquisition of Company Voting Securities. Except as the
same may be approved by a majority of the Disinterested Directors in a specific
resolution to that effect adopted prior to the taking of such action, prior to
June 30, 2002, no member of the Zell Group shall, directly or indirectly,
acquire, offer to acquire, agree to acquire, become the beneficial owner of or
obtain any rights in respect of any Company Voting Securities, by purchase or
otherwise, or take any action in furtherance thereof, if the effect of such
acquisition, agreement or other action would be (either immediately or upon
consummation of any such acquisition agreement or other action, or expiration
of any period of time provided in any such acquisition, agreement or other
action) to increase the aggregate beneficial ownership of Company Voting
Securities by the Zell Group to such number of Company Voting Securities that
represents or possesses greater than 29.2% of the Combined Voting Power of
Company Voting Securities, without the approval of the majority of the
Company's Disinterested Directors. Notwithstanding the foregoing maximum
percentage limitations, (A) no member of the Zell Group shall be obligated to
dispose of any Company Voting Securities beneficially owned in violation of
such maximum percentage limitations if, and solely to the extent that, its
beneficial ownership is or will be increased solely as a result of (1) a
repurchase of any Company Voting Securities by the Company or any of its
subsidiaries if such repurchase was approved by a majority of the Disinterested
Directors or (2) the purchase by any Public Zell Affiliate unless CHI,
Samstock, ZFT, Alpha or any of their other affiliates took any action, directly
or indirectly, to suggest, encourage or assist in such purchase and (B) the
foregoing shall not prohibit any purchase of Company Voting Securities directly
from the Company (including pursuant to the exercise of rights,
oversubscription rights or standby purchase obligations in connection with
rights offerings by the Company or exercise of any stock options granted by the
Company). For purposes of calculating the maximum percentage limitations, all
Company Voting Securities that are the subject of an agreement, arrangement or
understanding pursuant to which the Zell Group or any member thereof has the
right to obtain beneficial ownership of such securities in the future shall
also be deemed to be outstanding and beneficially owned by the Zell Group or
the applicable member thereof.

-7 -
<PAGE> 11

3.2 Distribution of the Company Voting Securities.

(a) Except as the same may be approved by a majority of the
Disinterested Directors in a specific resolution to that effect adopted prior
to the taking of such action, no member of the Zell Group shall, directly or
indirectly, sell, transfer any beneficial interest in, or otherwise dispose of
any Company Voting Security other than to another member of the Zell Group
prior to June 30, 2002, in a transaction that would result in a transfer to any
person or group that, to the knowledge of the Zell Group, upon consummation of
such sale, transfer or disposition, would, directly or indirectly, have
beneficial ownership of or the right to acquire beneficial ownership of such
number of Company Voting Securities as represent greater than 5.0% of the
Combined Voting Power, except in response to certain tender or exchange offers
as permitted by Section 3.2(b); provided, however, that, notwithstanding
anything to the contrary in this Agreement, any member of the Zell Group shall
be entitled to pledge or hypothecate any number of Company Voting Securities to
any bank or other financial institution in connection with a bona fide
financing transaction involving any member of the Zell Group or their
affiliates, and neither such pledge or hypothecation, nor any exercise of
rights or remedies pursuant thereto, shall be subject to any of the provisions
of this Agreement, and upon any realization of such pledge or hypothecation,
the pledgee shall take such Company Voting Securities free and clear of this
Agreement.

(b) Notwithstanding Section 3.2(a), on and after the eleventh
business day after commencement of a tender or exchange offer made by a person
who is not a member of the Zell Group for outstanding Company Voting Securities
(a "Qualifying Offer"), any member of the Zell Group may tender or exchange any
Company Voting Securities beneficially owned by it pursuant to such Qualifying
Offer if the Qualifying Offer shall have been approved by a majority of the
Disinterested Directors.

3.3 Proxy Solicitations, etc. Prior to June 30, 2002, no
member of the Zell Group shall solicit proxies, assist any other person in any
way, directly or indirectly, in the solicitation of proxies, become a
"participant" in a "solicitation" or assist any "participant" in a
"solicitation" (as such terms are defined in Rule 14a-1 of Regulation 14A under
the Exchange Act) in opposition to the recommendation of a majority of the
Disinterested Directors, submit any proposal for the vote of stockholders of
the Company, recommend or request or induce or attempt to induce any other
person to take any such actions, or seek to advise, encourage or influence any
other person with respect to the voting of Company Voting Securities, in each
case without the prior approval of the majority of the Disinterested Directors
and, subject to Section 3.7, other than with respect to Company Voting
Securities held by any member of the Zell Group.

3.4 No Voting Trusts, Pooling Agreements, or Formation of
"Groups". Except as the same may be approved by a majority of the
Disinterested Directors in a specific resolution to that effect adopted prior
to the taking of such action, prior to June 30, 2002, no Stockholder or any
other member of the Zell Group shall form, join or in any other way participate
in a partnership, pooling agreement, syndicate, voting trust or other "group"

-8 -
<PAGE> 12

other than the Zell Group with respect to Company Voting Securities, or enter
into any agreement or arrangement or otherwise act in concert with any other
person other than a member of the Zell Group, or a holder of any interest in
any entity included within the Zell Group (provided such entity is itself bound
by the terms of this Agreement), for the purpose of acquiring, holding, voting
or disposing of Company Voting Securities.

3.5 No Solicitation of Bidders. Except as the same may be
approved by a majority of the Disinterested Directors in a specific resolution
to that effect adopted prior to the taking of such action, prior to June 30,
2002 no member of the Zell Group shall directly or indirectly assist, encourage
or induce any person to bid for or acquire outstanding Company Voting
Securities which would result in such other person, directly or indirectly,
beneficially owning in excess of 5.0% of the Combined Voting Power of Company
Voting Securities, provided, however, that the mere sale of Company Voting
Securities by any member of the Zell Group shall not constitute assisting,
encouraging or inducing within the meaning of this Section 3.5.

3.6 Material Transactions. Prior to June 30, 2002, no member
of the Zell Group shall engage in any material transaction with the Company
without the prior approval of a majority of the Disinterested Directors.

3.7 Non-Circumvention. Except as the same may be approved by
a majority of the Disinterested Directors in a specific resolution to that
effect adopted prior to the taking of such action, prior to June 30, 2002, no
member of the Zell Group shall take any action, alone or in concert with any
other person, to seek control of the Company or otherwise seek to circumvent
the limitations of the provisions of Section 3 of this Agreement. Without
limiting the generality of the foregoing, without such approval no member of
the Zell Group shall (i) present to the Company or to any third party any
proposal that can reasonably be expected to result in a change of control of
the Company or in any increase beyond the percentage specified in Section 3.1
in the Combined Voting Power of Company Voting Securities beneficially owned in
the aggregate by the Zell Group, (ii) publicly suggest or announce its
willingness or desire to engage in a transaction or group of transactions that
would result in a change of control of the Company or in any increase beyond
the percentage specified in Section 3.1 in the Combined Voting Power of Company
Voting Securities beneficially owned in the aggregate by the Zell Group, or
(iii) initiate, request, induce or attempt to induce or give encouragement to
any other person to initiate any proposal that can reasonably be expected to
result in a change of control of the Company or in any increase beyond the
percentage specified in Section 3.1 in the Combined Voting Power of Company
Voting Securities beneficially owned in the aggregate by the Zell Group.

- 9 -
<PAGE> 13

3.8 Confidential Material.

(a) Definitions. For purposes of this Section:

(i) The term "Confidential Material" means all
information, whether oral, written or otherwise (including any information
furnished prior to the execution of this Agreement), furnished by the Company
to any member of the Zell Group or any of the Representatives (as defined
below), and all notes, reports, analyses, compilations, studies and other
materials prepared by the Zell Group or any of the Representatives (in whatever
form maintained, whether documentary, computer storage or otherwise) containing
or based upon, in whole or in part, any such information, and the fact that
such information has been delivered to the Zell Group or any of its
Representatives. The term "Confidential Material" does not include information
which is or becomes generally available to the public other than as a result of
a disclosure by any member of the Zell Group or any of the Representatives or
becomes available to any member of the Zell Group or any of the Representatives
on a non-confidential basis from any source that is not known by such member of
the Zell Group or such Representative to be bound by an obligation of
confidentiality to the Company.

(ii)The term "Representatives" shall mean any and all employees,
agents, financial advisors, partners, affiliates or other
representatives of any member of the Zell Group.

(b) Each member of the Zell Group and each of the
Representatives will preserve the confidentiality of the Confidential Material
and will not disclose any of the Confidential Material in any manner
whatsoever; provided, however, that (i) the Zell Group may make any disclosure
of such information to which the Company gives its prior consent, (ii) any of
such information may be disclosed to the Representatives who need to know such
information, and who are informed of the confidential nature of the
Confidential Material and of the terms of this Section 3.8 and who agree to
keep such information confidential, (iii) any Zell Affiliate may make any
disclosure of such information in connection with any activity which such Zell
Affiliate reasonably believes to be in the best interests of the Company and
not prohibited by this Agreement, provided the recipient of such information is
informed of the confidential nature of the Confidential Material and of the
terms of this Section 3.8 and agrees in writing to keep such information
confidential and otherwise to be fully subject to the terms of this Section
3.8, and (iv) any member of the Zell Group may make any disclosure of such
information to any other member of the Zell Group. In any event, the Zell
Group will be responsible for any actions by the Representatives which are not
in accordance with the provisions hereof.

(c) If any member of the Zell Group or any of the
Representatives are requested or required (by oral questions, interrogatories,
requests for information or documents, subpoena, civil investigative demand,
any informal or formal investigation by any

-10 -
<PAGE> 14

government or governmental agency or authority or otherwise) to disclose any
Confidential Material or such person's opinion, judgment, view or
recommendation concerning the Company as developed from the Confidential
Material, the Zell Group agrees (i) to promptly notify the Company of the
existence, terms and circumstances surrounding such a request, (ii) to the
extent possible, to consult with the Company on the advisability of taking
legally available steps to resist or narrow such request and (iii) if
disclosure of such information is required, to furnish only that portion of the
Confidential Material which, in the opinion of counsel to the Zell Group, the
Zell Group is legally compelled to disclose, and to cooperate with any action
by the Company to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded the Confidential
Material.

(d) The Stockholders hereby acknowledge that the United States
securities laws prohibit, in certain circumstances, any person who has received
from an issuer material, non-public information, including certain information
that may be part of the Confidential Material, while such information is
non-public, from purchasing or selling securities of such issuer or from
communicating such information to any other person under circumstances in which
it is reasonably foreseeable that such person is likely to purchase or sell
such securities.

(e) This Section 3.8 shall survive until the earlier of June
30, 2004 or two years following the date of termination of this Agreement.

3.9 Guarantee by Alpha. Alpha hereby irrevocably and
unconditionally guarantees the performance by CHI, Samstock and ZFT of all of
their obligations hereunder and under the other agreements and documents
contemplated hereby.

Section 4. Voting of Company Securities and Other Related
Matters. CHI, Samstock and ZFT hereby agree with respect to all members of the
Zell Group, other than Handy, FPH Trustee, Saltsman, Gaffney, Rivera and
MelChart and any of their respective affiliates, and each of Handy, FPH
Trustee, Saltsman, Gaffney, Rivera and MelChart agree with respect to
themselves and their respective affiliates, as follows:

(a) Each member of the Zell Group that is a holder of record
of Company Voting Securities shall be present, and each member of the Zell
Group that is a beneficial owner of Company Voting Securities shall cause the
holder of record to be present, in person or by proxy, at all meetings of
stockholders of the Company so that all Company Voting Securities owned of
record or beneficially by the Zell Group may be counted for the purpose of
determining the presence of a quorum at such meetings.

(b) At all times prior to June 30, 2002, except to the extent
otherwise provided herein, the Company shall take all necessary or appropriate
action to assist in the nomination and election as directors of (i) that number
of individuals specified in Section 4(d) below designated by Samstock to be
elected as directors of the Company, provided such designees are reasonably
acceptable to the Independent Directors at the time of their designation, and

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<PAGE> 15

(ii) so long as Samstock is entitled to designate one or two directors,
Independent Directors constituting a majority of the total number of directors
of the Company. All persons to be so designated as Independent Directors shall
be individuals selected by a majority of the Independent Directors then in
office, except that one of the Independent Directors shall be an individual
mutually acceptable to Samstock on the one hand and a majority of the
Independent Directors on the other hand. The Company hereby agrees and
acknowledges that Sam Zell and F. Philip Handy are reasonably acceptable to
the Independent Directors as directors of the Company. The Company further
agrees that one position on the Board of Directors of the Company is intended
to be filled by the chief executive officer to be selected by the Board of
Directors of the Company. Samstock shall cause its designees on the Board of
Directors of the Company to take all necessary or appropriate action to assist
in the nomination and election as directors of all such nominees as may be
selected to serve as Independent Directors in the manner described above. The
Zell Group and the directors designated by Samstock shall not vote (as
stockholders or directors) in favor of, and shall not take any other action in
furtherance of or seeking to cause, a reduction of the number of directors of
the Company below seven directors, the removal of any directors, or a majority
of the directors not consisting of Independent Directors.

(c) For purposes of this Agreement, directors "designated by
Samstock" shall include directors designated by Samstock as anticipated by this
Section 4, and any other directors of the Company affiliated or associated with
any member of the Zell Group, but, notwithstanding the foregoing, shall not
include Rivera.

(d) At all times prior to June 30, 2002, Samstock shall be
entitled to designate the following number of directors pursuant to Section
4(b) hereof:

(i) so long as the members of the Zell Group that have executed
this Agreement as parties (the "Zell Contracting Parties") beneficially own
at least 15% of the Combined Voting Power of all Company Voting Securities
(calculated in accordance with Section 3.1 hereof), Samstock shall have the
right to designate two directors of the Company (it being understood that
Rivera shall not count as one of such two directors), provided such
designees are reasonably acceptable to the Independent Directors at the
time of their designation; and

(ii) so long as the Zell Contracting Parties beneficially own less
than 15%, but at least 7.5% of the Combined Voting Power of all Company
Voting Securities (as so calculated), Samstock shall have the right to
designate one director of the Company (it being understood that Rivera
shall not count as such director), provided such designee is reasonably
acceptable to the Independent Directors at the time of his or her
designation;

provided, however, that at any time when the Zell Contracting Parties shall no
longer beneficially own at least 15% of the Combined Voting Power of all
Company Voting Securities (as so calculated), Samstock shall cause one of its
two designees to resign forthwith such

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<PAGE> 16

that only one designee remains on the Board of Directors of the Company; and
provided, further, that at any time when the Zell Contracting Parties shall no
longer beneficially own at least 7.5% of the Combined Voting Power of all
Company Voting Securities (as so calculated), Samstock shall not have the right
to designate any directors of the Company, Samstock's rights under this Section
4 shall terminate, Samstock shall cause its designees to resign forthwith
suchthat no designee of Samstock remains on the Board of Directors of the
Company and all of the covenants under Section 3 of this Agreement shall lapse
and no longer be of any force or effect. In addition, all of the covenants
under Section 3 of this Agreement shall lapse and no longer be of any force or
effect if for any reason any of the director designees designated by Samstock
pursuant to the rights granted by Section 4(b) shall not be nominated for
election as a director of the Company with the unanimous recommendation of all
of the directors of the Company (other than those directors designated by
Samstock pursuant to Section 4(b)) at the next election of directors of the
Company following Samstock's designation. At any time when Samstock shall have
the right to designate one or two directors, as the case may be, pursuant to
this Section 4, the Company shall not increase the number of directors to more
than seven directors without the prior written consent of Samstock.

(e) Except as expressly set forth above, each member of the
Zell Group shall vote all Company Voting Securities owned of record by such
member of the Zell Group and shall cause all Company Voting Securities owned
beneficially by such member of the Zell Group to be voted with respect to the
election or removal of directors of Company, or any other matter that may be
presented to the stockholders of the Company that would relate to a possible
change of control of the Company, at the sole option of such member of the Zell
Group, either (i) in accordance with the recommendations of a majority of the
Disinterested Directors, or (ii) in the same proportions (including
abstentions) as the holders of record of Company Voting Securities other than
those beneficially owned by the Zell Group that are entitled to vote on the
election of directors (or such other matter) vote their Company Voting
Securities, provided, however, that notwithstanding the foregoing (A) the
Stockholders may at all times vote their Company Voting Securities for the
election or retention of the one or two directors, as the case may be,
designated by Samstock in accordance with Section 4(b) in elections in which
they would cease to be directors if not elected and (B) any member of the Zell
Group may vote its Company Voting Securities with respect to any matter
presented to the stockholders of the Company that would relate to a possible
change of control of the Company either (i) in favor of such matter if such
matter was recommended by a majority of the full Board of Directors or (ii)
against such matter.

Section 5. Registration Rights. The Company covenants and
agrees as follows:

5.1 Definitions. For purposes of this Section 5:

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<PAGE> 17

(a) The term "register," "registered" and "registration" refer to
a registration effected by preparing and filing a registration statement in
compliance with the Securities Act of 1933, as amended (the "Act").

(b) The term "Registrable Securities" means the shares of Common
Stock held, from time to time, by the Zell Group.

(d) The term "Rule 415 Offering" means an offering on a delayed or
continuous basis pursuant to Rule 415 (or any successor rule to similar effect)
promulgated under the Act.

(e) The term "Shelf Registration Statement" means a registration
statement intended to effect a shelf registration in connection with a Rule 415
Offering.

5.2 Request for Registration.

(a) If the Company shall at any time receive a written request
from any Zell Affiliates who are the Holders of at least 500,000 shares of
Common Stock that the Company file a registration statement under the Act
covering the registration of at least 500,000 shares of Common Stock, then the
Company shall, within 10 days after the receipt thereof, give written notice of
such request to all Holders, and shall, subject to the limitations of Section
5.2(b), effect as soon as practicable after the receipt of such request the
registration under the Act of all Registrable Securities which the Holders
request to be registered within 15 days after the mailing of such notice by the
Company in accordance with Section 9.3.

(b) If the Holders initiating the registration request
hereunder ("Initiating Holders") intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to this Section 5.2
and the Company shall include such information in the written notice referred
to in Section 5.2(a). In such event, the right of any Holder to include
Registrable Securities in such registration shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute Registrable Securities through such
underwriting shall (together with the Company as provided in Section 5.4(e))
enter into an underwriting agreement in customary form with the underwriter or
underwriters selected for such underwriting by the Initiating Holders and
reasonably acceptable to the Company. The Company at its sole discretion may
offer a right to participate in any registration statement filed pursuant to
this Section 5.2 to other holders of Common Stock, and may itself participate
in any registration statement filed pursuant to this Section 5.2. However,
notwithstanding any other provision of this Section 5.2, if the offering is an
underwritten offering and the lead managing underwriter advises the Initiating
Holders in writing that

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<PAGE> 18

marketing factors require a limitation of the number of shares of Common Stock
to be underwritten, then (subject to any contrary provisions in registration
rights agreements executed by the Company prior to the date hereof) the total
number of shares of Common Stock to be underwritten shall be reduced, with such
reduction coming first from selling stockholders who are not Holders, and then
from the Company. If further reduction is required, the Company shall so
advise all Holders of Registrable Securities that would have otherwise been
underwritten pursuant hereto, and the number of shares of Registrable
Securities that may be included in the underwriting shall be allocated among
all Holders thereof, including the Initiating Holders, in proportion (as nearly
as practicable) to the amount of Registrable Securities sought to be registered
by each Holder.

(c) The Company is obligated to effect only two such
registrations pursuant to this Section 5.2; provided, however, that if, as a
result of a reduction in the size of an offering pursuant to Section 5.2(b),
Holders are prevented from registering, in the aggregate, one-half of all of
their Registrable Securities, then the Company shall be obligated to effect a
third such registration pursuant to this Section 5.2.

(d) Notwithstanding the foregoing, if the Company shall
furnish to Holders requesting a registration statement pursuant to this Section
5.2 a certificate signed by the Chief Executive, Chief Operating, or Chief
Financial Officer of the Company stating that, in the good faith judgment of a
majority of the Disinterested Directors, it would be materially detrimental to
the Company for such registration statement to be filed, the Company shall have
the right to defer such filing for a period of not more than 120 days after
receipt of the request of the Initiating Holders; provided, however, that the
Company may not utilize this right more than twice in any 12-month period.

5.2A Shelf Registration. If the Company shall at any time
receive a written request from any Zell Affiliates who are the Holders of at
least 500,000 shares of Common Stock that the Company file a Shelf Registration
Statement, then the Company shall upon receipt of such notice prepare and file
a Shelf Registration Statement that shall include all Registrable Securities
(and shall include in the "plan of distribution" of such Shelf Registration
Statement, pledgees of any Holder), provided such Shelf Registration Statement
shall not include securities of the Company for sale for the Company's own
account. The Company shall use its reasonable best efforts to cause such Shelf
Registration Statement to be declared effective within 60 days of such written
request. The Company shall keep such Shelf Registration Statement effective
until such time as all Registrable Securities have been sold or disposed of
thereunder or sold, transferred or otherwise disposed of (other than pursuant
to a pledge of such Registrable Securities) to a person that is not a Holder.
The Shelf Registration Statement shall not be counted as a request for
registration pursuant to Section 5. 2 hereof.

5.3 Piggyback Registration. If (but without any obligation to
do so) the Company proposes to register any of its Common Stock under the Act
in connection with the public offering of such Common Stock by the Company
solely for cash (other than a

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<PAGE> 19

registration relating solely to the sale of securities to participants in a
dividend reinvestment plan, stock plan or employee benefit plan; a registration
relating solely to the issuance of securities to the security holders of an
acquired company in connection with an acquisition; or a registration on any
form which does not permit inclusion of selling stockholders), or the Company
proposes to register any of its securities on behalf of a holder exercising
demand registration rights similar to those set forth in Section 5.2, the
Company shall, at such time, promptly give each Holder written notice of such
registration. Upon the written request of each Holder given within 15 days
after mailing of such notice by the Company in accordance with Section 9.3, the
Company shall, subject to the provisions of Section 5.8, cause to be registered
under the Act all of the Registrable Securities that each such Holder has
requested to be registered.

5.4 Obligations of the Company. Whenever required under this
Section 5 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its reasonable efforts to cause
such registration statement to become effective, and (other than with respect
to a Shelf Registration Statement), upon the request of the Holders of a
majority of the Registrable Securities registered thereunder, keep such
registration statement effective for up to 120 days.

(b) Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.

(c) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such states or other jurisdictions as shall be reasonably requested by
the Holders, provided that the Company shall not be required to qualify to do
business or to file a general consent to service of process in any such states
or jurisdictions.

(e) In the event of any underwritten public offering, enter into
and perform its obligations under an underwriting agreement, in usual and
customary form, with the underwriters of such offering. Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

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<PAGE> 20

(f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, and
then use its best efforts to promptly correct such statement or omission.
Notwithstanding the foregoing and anything to the contrary set forth in this
Section 5.4, each Holder acknowledges that there may occasionally be times when
the Company must suspend the use of the prospectus forming a part of the
registration statement until such time as an amendment to the registration
statement has been filed by the Company and declared effective by the SEC, or
until such time as the Company has filed an appropriate report with the SEC
pursuant to the Exchange Act. Each Holder hereby covenants that it will (a)
keep any such notice strictly confidential, and (b) not sell any shares of
Common Stock pursuant to such prospectus during the period commencing at the
time at which the Company gives the Holder notice of the suspension of the use
of such prospectus and ending at the time the Company gives the Holder notice
that it may thereafter effect sales pursuant to such prospectus. The Company
shall only be able to suspend the use of such prospectus for periods
aggregating no more than 60 days in respect of any registration and, in any
event, the 120-day period of effectiveness referred to in Section 5.4(a) shall
be extended one day for each day that sales are suspended under this Section
5.4(f).

5.5 Furnish Information. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 5
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such
Holder's Registrable Securities and as may be required from time to time to
keep such registration current.

5.6 Expenses of Demand Registration and Shelf Registration.
All expenses incurred by or on behalf of the Company in connection with
registrations, filings or qualifications pursuant to Section 5.2 and Section
5.2A, including, without limitation, all registration, filing and qualification
fees, printers' and accounting fees, and fees and disbursements of counsel for
the Company, shall be borne by the Company; provided, however, that the Company
shall not be required to pay for any expenses of any registration begun
pursuant to Section 5.2 if the registration request is subsequently withdrawn
at the request of the Holders of a majority of the Registrable Securities to be
registered (in which case all participating Holders shall reimburse the Company
promptly for all such reasonable expenses), unless the Holders of a majority of
the Registrable Securities agree to forfeit their right to one demand
registration pursuant to Section 5.2. In no event shall the Company be

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<PAGE> 21

obligated to bear any underwriting discounts or commissions relating to
Registrable Securities or the fees and expenses of counsel to the selling
Holders.

5.7 Expenses of Piggyback Registration. The Company shall
bear and pay all expenses incurred by or on behalf of the Company in connection
with any registration, filing or qualification of Registrable Securities with
respect to the registrations pursuant to Section 5.3 for each Holder,
including, without limitation, all registration, filing, and qualification
fees, printing and accounting fees and fees and disbursements of counsel for
the Company relating or allocable thereto, but excluding any underwriting
discounts or commissions relating to Registrable Securities and the fees and
disbursements of counsel to the selling Holders.

5.8 Underwriting Requirements. In connection with any
offering involving an underwriting of shares being issued by the Company, the
Company shall not be required under Section 5.3 to include any of the Holders'
Registrable Securities in such underwriting or the registration statement
relating thereto unless they accept the terms of the underwriting as agreed
upon between the Company and the underwriters selected by the Company. If the
total amount of securities, including Registrable Securities, requested by
Holders and other stockholders to be included in such offering exceeds the
amount of securities offered other than by the Company that the underwriters
reasonably believe can be offered without jeopardizing the success of the
offering, then the Company shall be required to include in the offering only
that number of such securities, including Registrable Securities, which the
underwriters believe will not jeopardize the success of the offering. To
achieve any necessary reduction in the securities to be sold, the securities to
be excluded from the offering shall first be selected (in each case, pro rata
among such class of holders according to the total amount of securities
proposed to be included in the registration statement or in such other
proportions as shall mutually be agreed to by such class of holders) in the
following order (subject to any contrary provisions in registration rights
agreements executed by the Company prior to the date hereof): (i) first,
securities being included on behalf of holders other than members of the Zell
Group shall be excluded, except for securities of holders referred to in clause
(iii) below; (ii) next, if additional securities must be excluded, Registrable
Securities included pursuant to Section 5.3 shall be excluded; (iii)
thereafter, if additional securities must be excluded, securities included on
behalf of a holder exercising demand registration rights similar to those set
forth in Section 5.2 shall be excluded; and (iv) finally, if additional
securities must be excluded, securities offered by the Company shall be
excluded.

5.9 Delay of Registration. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any registration
as the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 5.

5.10 Indemnification. In the event any Registrable
Securities are included in a registration statement under this Section 5:

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<PAGE> 22

(a) To the extent permitted by law, the Company will indemnify and
hold harmless each Holder and the affiliates of such Holder, and their
respective directors, officers, general and limited partners, agents and
representatives (and the directors, officers, affiliates and controlling
persons thereof), and each other person, if any, who controls such Holder
within the meaning of the Act, against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the Act,
the Exchange Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement,
including any preliminary prospectus (but only if such statement is not
corrected in the final prospectus) contained therein or any amendments or
supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the
statements therein not misleading (but only if such omission is not corrected
in the final prospectus), or (iii) any violation or alleged violation by the
Company in connection with the registration of Registrable Securities under the
Act, the Exchange Act, any state securities law or any rule or regulation
promulgated under the Act, the Exchange Act or any state securities law; and
the Company will pay to each such Holder, affiliate or controlling person, as
incurred, any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this
Section 5.10(a) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor
shall the Company be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
any such Holder or controlling person. Each indemnified party shall furnish
such information regarding itself or the claim in question as an indemnifying
party may reasonably request in writing and as shall be reasonably required in
connection with defense of such claim and litigation resulting therefrom.

(b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement and any controlling
person of any such underwriter or other Holder, against any losses, claims,
damages or liabilities (joint or several) to which any of the foregoing persons
may become subject, under the Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case

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<PAGE> 23

to the extent (and only to the extent) that such Violation occurs in reliance
upon and in conformity with written information furnished by such Holder
expressly for use in connection with such registration; and each such Holder
will pay, as incurred, any legal or other expenses reasonably incurred by any
person intended to be indemnified pursuant to this Section 5.10(b) in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this Section 5.10(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of such Holder, which consent shall not be unreasonably
withheld; provided, that, in no event shall any indemnity under this section
5.10(b) exceed the gross proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this
Section 5.10 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 5.10,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties. The failure to deliver written notice to the
indemnifying party within a reasonable time after the commencement of any such
action, if materially prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 5.10 to the extent of such prejudice, but the omission so to
deliver written notice to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 5.10. The indemnified party shall have the right, but not the
obligation, to participate in the defense of any action referred to above
through counsel of its own choosing and shall have the right, but not the
obligation, to assert any and all separate defenses, cross claims or
counterclaims which it may have, and the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the employment of
such counsel has been specifically authorized in advance by the indemnifying
party, (ii) there is a conflict of interest that prevents counsel for the
indemnifying party from adequately representing the interests of the
indemnified party or there are defenses available to the indemnified party that
are different from, or additional to, the defenses that are available to the
indemnifying party, (iii) the indemnifying party does not employ counsel that
is reasonably satisfactory to the indemnified party, or (iv) the indemnifying
party fails to assume the defense or does not reasonably contest such action in
good faith, in which case, if the indemnified party notifies the indemnifying
party that it elects to employ separate counsel, the indemnifying party shall
not have the right to assume the defense of such action on behalf of the
indemnified party and the reasonable fees and expenses of such separate counsel
shall be borne by the indemnifying party; provided, however, that, the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be

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<PAGE> 24

liable for the reasonable fees and expenses of more than one separate firm (in
addition to one firm acting as local counsel) for all indemnified parties.

(d) The obligations of the Company and the holders under
this Section 5.10 shall survive the completion of any offering of
Registrable Securities in a registration statement under this Section
5.

(e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the
underwriting agreement (if any) entered into in connection with any
underwritten public offering of the Registrable Securities are in
conflict with the foregoing provisions, the provisions in such
underwriting agreement shall control.

5.11 Reports Under the Exchange Act. With a view to
making available to the holders the benefits of Rule 144 and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities
of the Company to the public without registration or pursuant to a registration
on Form S-3, the Company agrees to:

(a) use its best efforts to make and keep public
information available, as those terms are understood and defined in
Rule 144;

(b) use its best efforts to file with the SEC in a timely
manner all reports and other documents required under the Act and the
Exchange Act; and

(c) furnish to any Holder forthwith upon request (i) a
written statement by the Company as to its compliance with the
reporting requirements of Rule 144, or as to whether it qualifies as a
registrant whose securities may be resold pursuant to Form S-3, (ii) a
copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested in availing any
Holder of any rule or regulation of the SEC which permits the selling
of any such securities without registration or pursuant to such form.

5.12 No Assignment of Registration Rights. The rights
to cause the Company to register Registrable Securities pursuant to this
Section 5 may only be assigned by a Holder to a transferee or assignee of any
Registrable Securities if (i) such transferee or assignee is a Zell Contracting
Party and (ii) immediately following such transfer the further disposition of
such securities by the transferee or assignee is restricted under the Act.

5.13 Waiver Procedures. The observance by the Company
of any provision of this Section 5 may be waived (either generally or in a
particular instance and either retroactively or prospectively) with the written
consent of the Holders of a majority of the Registrable Securities, and any
waiver effected in accordance with this paragraph shall be binding upon each
Holder of Registrable Securities.

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<PAGE> 25

5.14 "Market Stand-off" Agreement. Any Holder of
Registrable Securities, if requested by an underwriter of any registered public
offering of Company securities being sold in a firm commitment underwriting,
agrees not to sell or otherwise transfer or dispose of any Common Stock (or
other Company Voting Securities) held by such Holder other than shares of
Registrable Securities included in the registration during the seven days prior
to, and during a period of up to 120 days following, the effective date of the
registration statement. Such agreement shall be in writing in a form
reasonably satisfactory to the Company and such underwriter. The Company may
impose stop-transfer instructions with respect to the securities subject to the
foregoing restriction until the end of the required stand-off period.

Section 6. Term of Agreement; Certain Provisions Regarding
Termination. Unless this Agreement specifically provides for earlier or later
termination with respect to any particular right or obligation, this Agreement
shall terminate if the Zell Group shall, at any time (in compliance with this
Agreement), sell or otherwise dispose of or otherwise cease to own Company
Voting Securities such that the Zell Group beneficially owns in the aggregate
Company Voting Securities representing less than 2% of the Combined Voting
Power of all Company Voting Securities (calculated in accordance with Section
3.1).

Section 7. Legend and Stop Transfer Order. To assist in
effectuating the provisions of this Agreement, each Stockholder hereby consents
(i) to the placement within 10 business days after any Company Voting
Securities become subject to the provisions of this Agreement, of the legend
specified in Section 4.10(b) of the Stock Purchase and Sale Agreement on all
certificates representing ownership of Company Voting Securities owned of
record or beneficially by any member of the Zell Group, until such shares are
sold, transferred or disposed in a manner permitted hereby to a person who is
not then a member of the Zell Group, and (ii) to the entry of stop transfer
orders with the transfer agent or agents of Company Voting Securities against
the transfer of Company Voting Securities except in compliance with the
requirements of this Agreement. The Company agrees to remove promptly all
legends and stop transfer orders with respect to the transfer of Company Voting
Securities being made to a person who is not then a member of the Zell Group in
compliance with the provisions of this Agreement.

Section 8. Remedies.

(a) The Stockholders and the Company acknowledge and agree that
(i) the provisions of this Agreement are reasonable and necessary to protect
the proper and legitimate interests of the parties hereto, and (ii) the parties
would be irreparably damaged in the event any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that, except as otherwise
provided in Section 5.9 hereof, each party shall be entitled to preliminary and
permanent injunctive relief to prevent breaches of the provisions of this
Agreement by the other party (or its affiliates) without the necessity

-22 -
<PAGE> 26

of proving actual damages or of posting any bond, and to enforce specifically
the terms and provisions hereof and thereof in any court of the United States
or any state thereof having jurisdiction, which rights shall be cumulative and
in addition to any other remedy to which the parties may be entitled hereunder
or at law or equity.

(b) In addition to any other remedy the Company may have
under this Agreement or in law or equity, if any member of the Zell
Group shall acquire or transfer any Company Voting Securities in
violation of this Agreement, such Company Voting Securities which are
in excess of the number permitted to be owned or controlled by the
Zell Group or which have been transferred by a member of the Zell
Group in violation of the provisions of this Agreement may not be
voted by the owner thereof or any proxy therefor.

Section 9. General Provisions.

9.1 Consent to Jurisdiction; Service of Process. This agreement
shall be governed by and interpreted and enforced in accordance with
the laws of the State of Delaware without giving effect to any conflicts of law
provisions. Each of the parties hereto irrevocably and unconditionally (a)
agrees that any suit, action or other legal proceeding (collectively, "suit")
arising out of this agreement shall be brought and adjudicated in the United
States District Court for the District of Delaware or the Southern District of
California, or, if such courts will not accept jurisdiction, in any court of
competent civil jurisdiction sitting in either the State of Delaware or the
City of San Diego, California, (b) submits to the jurisdiction of any such
court for the purposes of any such suit and (c) waives and agrees not to assert
by way of motion, as a defense or otherwise in any such suit, any claim that it
is not subject to the jurisdiction of the above courts, that such suit is
brought in an inconvenient forum or that the venue of such suit is improper.
Each of the parties also irrevocably and unconditionally consents to the
service of any process, pleadings, notices or other papers in a manner
permitted by the notice provisions of Section 9.3.

9.2 Additional Zell Group Parties; Joint and Several Obligations.
All of the obligations of the Zell Group and its members (other than Handy, FPH
Trustee, Saltsman, Gaffney, Rivera, MelChart and their affiliates) hereunder
shall be joint and several. All of the obligations of Handy, FPH Trustee,
Saltsman, Gaffney, Rivera, MelChart and their affiliates hereunder shall be
several and not joint. Each member of the Zell Group that shall become or have
the right to become the beneficial owner, within the meaning and scope of
Section 3.1 hereof, of Company Voting Securities shall, promptly upon becoming
such owner or holder, execute and deliver to the Company a joinder agreement,
agreeing to be legally bound by this Agreement to the same extent as if it had
signed this Agreement as an original signatory as a member of the Zell Group;
provided that failure to execute such an agreement shall not excuse such
member's non-compliance with any provision of this Agreement. No member of the
Zell Group shall transfer securities to another member of the Zell Group unless
the transferee shall agree to be bound by this Agreement in the manner
specified above in this Section 9.2.

-23 -
<PAGE> 27

9.3 Notices. All notices, consents, requests, instructions,
approvals and other communications provided for herein and all legal process in
regard hereto shall be in writing and shall be decreed to be validly given,
made or served when delivered personally or deposited in the U.S. mail, postage
prepaid, for delivery by express, registered or certified mail, or delivered to
a recognized overnight courier service, addressed as follows:

If to the Company:

Chart House Enterprises, Inc.
115 South Acacia Avenue
Solana Beach, California 92075
Attn: Chief Executive Officer

With a copy to:

Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attn: Larry A. Barden

If to any Stockholder or any member of the Zell Group:

Samstock, L.L.C.
Two North Riverside Plaza
Suite 1900
Chicago, Illinois 60606
Attn: F. Philip Handy

With a copy to:

Rosenberg & Liebentritt
Two North Riverside Plaza
Suite 1515
Chicago, Illinois 60606
Attn: Alisa M. Singer

And to:

Seyfarth, Shaw, Fairweather & Geraldson
55 East Monroe Street
Suite 4200
Chicago, Illinois 60603
Attn: Robert F. Weber

-24 -
<PAGE> 28

or to such other address as may be specified in a notice given pursuant to this
Section 9.3.

9.4 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions shall remain in full force and effect and shall in
no way be affected, impaired or invalidated. The parties hereto agree that
they will use their best efforts at all times to support and defend this
Agreement.

9.5 Amendments. This Agreement may be amended only by an
agreement in writing signed by each of the parties hereto; provided, however,
that any amendment executed by the Company must prior thereto be approved by a
majority of the Disinterested Directors then in office.

9.6 Descriptive Headings. Descriptive headings are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Agreement.

9.7 Counterparts; Facsimile Signatures. This Agreement shall
become binding when one or more counterparts hereof, individually or taken
together, bears the signatures of each of the parties hereto. This Agreement
may be executed in any number of counterparts, each of which shall be an
original as against the party whose signature appears thereon, or on whose
behalf such counterpart is executed, but all of which taken together shall be
one and the same agreement. A facsimile copy of a signature of a party to this
Agreement or any such counterpart shall be fully effective as if an original
signature.

9.8 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the successors and
assigns of the parties hereto.

-25 -
<PAGE> 29

IN WITNESS WHEREOF, the parties hereto intending to be legally
bound have duly executed this Agreement, all as of the day and year first above
written.

Company: CHART HOUSE ENTERPRISES, INC.

By: /s/ Richard E. Rivera
---------------------------------------
Name: Richard E. Rivera
---------------------------------------
Title: President and Chief Executive
Officer
--------------------------------

CHI: CHART HOUSE INVESTORS, L.L.C., by
ALPHABET PARTNERS, its managing
member, by a general partner

By: /s/ Arthur A. Greenberg
--------------------------------------
Name: Arthur A. Greenberg
--------------------------------
Title: Trustee
--------------------------------

Samstock: SAMSTOCK, L.L.C., by SZ INVESTMENTS, L.L.C.,
its sole member, by ZELL GENERAL
PARTNERSHIP, INC., its sole member

By: /s/ Sheli Z. Rosenberg
---------------------------------------

Name: Sheli Z. Rosenberg
---------------------------------

Title: Vice President
--------------------------------

ZFT: SAMSTOCK/ZFT, L.L.C., by ZFT
PARTNERSHIP,
its sole member, by a general partner

By: /s/ Sheli Z. Rosenberg
-----------------------------------------
Name: Sheli Z. Rosenberg
-----------------------------------
Title: Trustee
--------------------------------

Handy:
/s/ F. Philip Handy
---------------------------------------
F. Philip Handy, individually

-26 -
<PAGE> 30

FPH Trustee:

/s/ F. Philip Handy
--------------------------------------------
F. Philip Handy, as Trustee of the Blaine
Trust
Saltsman:

/s/ Robert Saltsman
--------------------------------------------
Robert Saltsman

Gaffney:

/s/ Thomas Gaffney
--------------------------------------------
Thomas Gaffney

/s/ Donna Gaffney
--------------------------------------------
Donna Gaffney
Rivera:

/s/ Richard Rivera
--------------------------------------------
Richard Rivera

MelChart: MELCHART, LLC

By: /s/ Richard Melman
----------------------------------------
Richard Melman, manager, by Michael E. Fox
under Power of Attorney

Alpha: ALPHA/ZFT PARTNERSHIP, by a general partner
of one of its general partners, solely for
purposes of Section 3.8 of this Agreement

By: /s/ Sheli Z. Rosenberg
----------------------------------------
Name: Sheli Z. Rosenberg
----------------------------------
Title: Trustee
---------------------------------

- 27 -
<PAGE> 31

EXHIBIT A

OWNERSHIP OF COMMON STOCK

As of the date of the Amended and Restated Standstill Agreement, the 3,400,000
shares of Common Stock of Chart House Enterprises, Inc. (the "Company")
originally acquired by Chart House Investors, L.L.C. ("CHI") from the Company
pursuant to that certain Stock Purchase and Sale Agreement dated as of March
10, 1997, and subsequently acquired, directly or indirectly, by sale,
distribution, contribution or otherwise by other Stockholders, are held by the
Stockholders as follows:

<TABLE>
<CAPTION>
Stockholder Number of Shares Held
- ----------- ---------------------
<S> <C>
Samstock, L.L.C. 1,860,000
Samstock/ZFT, L.L.C. 705,808
Chart House Investors, L.L.C. 428,591
F. Philip Handy, as Trustee
of the Blaine Trust 103,539
Robert Saltsman 4,137
Thomas and Donna Gaffney 20,708
Richard Rivera 75,000
MelChart LLC 202,217
- ------------ -------
Total 3,400,000
</TABLE>

- 28 -

<PAGE> 1

EXHIBIT 2.2

STOCKHOLDERS' AGREEMENT

DATED OCTOBER 1, 1997

<PAGE> 2

TABLE OF CONTENTS

PAGE NO.
--------

Section 1. Assignment of Purchase Agreement .............. 2
Section 2. Voting of CHI Shares/Exercise of Stock Rights/
Related Matters ............................... 2
Section 3. Prudent Business Judgment/No Liability ........ 4
Section 4. Restrictions on Transfer and Purchase/
Permitted Transferees ......................... 4
Section 5. Right of First Offer on Private Transfer ...... 5
Section 6. Right of First Offer on Public Sale ........... 6
Section 7. Co-Sale Rights ................................ 6
Section 8. Drag-Along Rights ............................. 7
Section 9. Certain Definitions ........................... 8
Section 10. Notices ....................................... 9
Section 11. Remedies ...................................... 11
Section 12. Entire Agreement .............................. 11
Section 13. Non-Waiver .................................... 11
Section 14. Counterparts .................................. 11
Section 15. Severability .................................. 11
Section 16. Applicable Law ................................ 11
Section 17. Binding Effect; Benefit, Non-circumvention .... 12
Section 18. Assignability ................................. 12
Section 19. Headings ...................................... 12

<PAGE> 3

STOCKHOLDERS' AGREEMENT

This STOCKHOLDERS' AGREEMENT ("Agreement") is executed as of October 1,
1997, by and among Samstock, L.L.C., a Delaware limited liability company
("Samstock"), Samstock/ZFT, L.L.C., a Delaware limited liability company
("ZFT"), Chart House Investors, L.L.C., a Delaware limited liability company
("CHI"), F. Philip Handy, individually ("Handy"), F. Philip Handy, as trustee
of the Blaine Trust ("FPH Trustee"), Robert Saltsman ("Saltsman"), Thomas
Gaffney and Donna Gaffney, as tenants by the entirety (collectively,
"Gaffney"), Richard Rivera ("Rivera"), and MelChart LLC, an Illinois limited
liability company ("MelChart"), (each of the foregoing parties individually a
"Stockholder" and collectively the "Stockholders") (each of Samstock, ZFT and
CHI, individually an "SZ Affiliate" and collectively the "SZ Affiliates") (each
of Handy and FPH Trustee individually a "Handy Affiliate" and collectively the
"Handy Affiliates") and, solely for purposes of Sections 1, 2(g), 2(h), 3, 4(a)
and 10 through 19 inclusive of this Agreement, Chart House Enterprises, Inc., a
Delaware corporation (the "Company").

RECITALS

WHEREAS, reference is hereby made to (i) that certain Stock Purchase and
Sale Agreement, dated as of March 10, 1997, (the "Purchase Agreement") among
the Company, CHI and, solely for purposes of Section 4.13 of the Purchase
Agreement, Alpha Partnership, an Illinois general partnership ("Alpha"),
pursuant to which CHI purchased an aggregate of 3,400,000 newly issued shares
of common stock ("Common Stock") of the Company, par value $.01 per share (such
3,400,000 shares of Common Stock, the "CHI Shares"); and (ii) that certain
Standstill Agreement, dated as of March 10, 1997, among the Company, CHI and
Alpha (the "Original Standstill Agreement"). Certain capitalized terms used
and not otherwise defined herein have the meanings ascribed to them in Section
9 below;

WHEREAS, contemporaneously with the execution and delivery of this
Agreement by the parties, Samstock, ZFT, Handy, FPH Trustee, Saltsman, Gaffney,
Rivera and MelChart have acquired from CHI or its Affiliates, directly or
indirectly, that number of CHI Shares, or options to purchase CHI Shares, set
forth opposite such Stockholder's name on Exhibit A hereto;

WHEREAS, the parties contemporaneously herewith have entered into an
Amended and Restated Standstill Agreement dated as of the date hereof (as such
agreement may be amended, modified, supplemented, restated or superseded, from
time to time, the "Standstill Agreement"), which Standstill Agreement amends,
restates and supersedes the Original Standstill Agreement in its entirety;

WHEREAS, all of the rights, benefits and remedies to which any Stockholder
may be entitled under the Purchase Agreement, the Standstill Agreement, the
Company's Certificate of Incorporation, the Company's By-laws, all of the other
agreements, documents and instruments entered into or delivered in connection
with such agreements or the consummation of the transactions contemplated
thereby, excluding this Agreement

- 1 -
<PAGE> 4

(collectively, the "Transaction Documents"), or by operation of law with
respect to the CHI Shares, whether now owned or hereafter acquired, other than
any rights, benefits or remedies conferred by this Agreement, are hereinafter
collectively referred to as "Stock Rights," and all of the obligations,
restrictions and liabilities to which any Stockholder may be subject pursuant
to the Transaction Documents or by operation of law with respect to the CHI
Shares, whether now owned or hereafter acquired, other than any obligations,
restrictions or liabilities created by this Agreement, are hereinafter
collectively referred to as "Stock Obligations;" and

WHEREAS, the parties desire that each of the other Stockholders grant
Samstock an irrevocable proxy to vote all CHI Shares now or hereafter held by
such Stockholder and otherwise direct and control all decisions and actions
with respect to the exercise of Stock Rights and fulfillment of Stock
Obligations, on the terms set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

Section 1. Assignment of Purchase Agreement. The rights, interests,
remedies and obligations of CHI under the Purchase Agreement hereby are
assigned to, inure to the benefit of and are assumed by the SZ Affiliates on a
pro rata basis based on their respective relative ownership of CHI Shares from
time to time; provided, however, in no event shall such pro rata assignment in
any way diminish the aggregate rights, interests and remedies of the SZ
Affiliates under the Purchase Agreement, as compared to the rights, interests
and remedies to which CHI would be entitled under the Purchase Agreement if not
for such assignment. The assumption by the SZ Affiliates of any obligations or
liabilities of CHI under the Purchase Agreement shall not expand the rights or
remedies of the Company or any third party against the SZ Affiliates as
compared to the rights and remedies which the Company or such third party would
have against CHI had the SZ Affiliates not assumed any obligations or
liabilities of CHI under the Purchase Agreement. The Company hereby consents
to the assignment and assumption provided in this Section 1.

Section 2. Voting of CHI Shares / Exercise of Stock Rights / Related
Matters.

(a) Each Stockholder does hereby constitute and appoint Samstock its
true and lawful attorney and proxy during the period that this Agreement
remains in force, to appear for, represent, and vote all CHI Shares held
by such Stockholder, whether now owned or hereafter acquired, for such
Stockholder at all meetings of the stockholders of the Company, with
power to vote upon any and all questions which may arise at any such
meeting or meetings, as fully and with the same effect as if such
Stockholder had voted such CHI Shares, subject, however, to the voting
restrictions contained in the Standstill Agreement.

- 2 -
<PAGE> 5

(b) Samstock may vote on behalf of each Stockholder in person or by
proxy, and, promptly upon request from Samstock, from time to time, each
Stockholder shall execute and deliver to Samstock a separate written
proxy conferring upon Samstock, or such other person as Samstock may
designate, the full, irrevocable authority to vote all of such
Stockholder's CHI Shares, whether now owned or hereafter acquired, at any
specified meeting of the stockholders of the Company, subject, however,
to the voting restrictions contained in the Standstill Agreement.

(c) Irrespective of the grant of the proxies referred to in
subparagraphs (a) and (b) above, in each event where any Stockholder is
entitled to vote any CHI Shares, if and when requested by Samstock, such
Stockholder shall vote all of the CHI Shares, whether now owned or
hereafter acquired, held by such Stockholder which such Stockholder is
entitled to vote as directed by Samstock, subject, however, to the voting
restrictions contained in the Standstill Agreement.

(d) No Stockholder shall exercise any Stock Rights or fulfill any
Stock Obligations (including, without limitation, with respect to (i)
selecting Company directors pursuant to Section 4 of the Standstill
Agreement or otherwise, (ii) exercising any registration rights under
Section 5 of the Standstill Agreement, (iii) voting of any CHI Shares,
(iv) exercising any remedial rights under Section 8 of the Standstill
Agreement, (v) exercising any rights with respect to CHI Shares whether
under the Transaction Documents or arising by operation of law, and (vi)
amending, modifying, extending, terminating, exercising or waiving any
rights or remedies arising under the Transaction Documents, as the same
may be amended from time to time, or otherwise arising by operation of
law), except through Samstock as such Stockholder's representative as
directed or permitted by Samstock. Samstock shall act as each
Stockholder's sole representative with respect to the exercise of any
Stock Rights or the fulfillment of any Stock Obligations, and each
Stockholder hereby instructs the Company to take all directions regarding
the exercise of any Stock Rights or the fulfillment of any Stock
Obligations by such Stockholder only from Samstock.

(e) In the event of any exercise of Stock Rights or the fulfillment
of any Stock Obligations in accordance with this Section 2, each
Stockholder shall execute and deliver such agreements, documents or
instruments and shall do such other acts or things as Samstock may
reasonably request in connection with such exercise or fulfillment.

(f) Each of the Stockholders hereby agrees that: (i) Samstock may
appoint any Affiliate of Samstock to act on Samstock's behalf or as
Samstock's successor under this Section 2 with the same power and
authority conferred on Samstock; and (ii) all power and authority
conferred on Samstock by this Section 2 is coupled with an interest and
is irrevocable and, to the extent not prohibited by law, shall not be
terminated by any act of any Stockholder or by operation of law or by the
occurrence of any event whatsoever, including without limitation, the
death, incapacity, dissolution,

- 3 -
<PAGE> 6

liquidation, termination, bankruptcy, dissolution of marital relationship
or insolvency of any Stockholder (including, without, limitation,
Samstock) or any similar event.

(g) Each Stockholder and the Company acknowledge that the Company
shall be entitled to rely conclusively on any written direction or
instruction received from Samstock regarding any exercise of Stock
Rights, fulfillment of Stock Obligations or any other matters referred to
in this Section 2 as they relate to any Stockholder. The Company agrees
that it will not recognize any purported exercise of Stock Rights,
fulfillment of Stock Obligations or any other act, matter or thing
referred to in this Section 2 as they relate to any Stockholder, except
pursuant to written direction or instruction received from Samstock.

(h) Notwithstanding anything to the contrary in this Agreement,
neither MelChart nor any Permitted Transferee of MelChart shall be
entitled to exercise any right, satisfy any obligation or otherwise take
any action or do anything under this Agreement, except through Mr.
Richard Melman ("Melman") (or Melman's duly appointed representative, in
the event of Melman's death or incapacity), as such party's exclusive
representative. MelChart and each Permitted Transferee of MelChart
acknowledge that each Stockholder and the Company shall be entitled to
rely conclusively on any written direction or instruction received from
Melman (or Melman's duly appointed representative, in the event of
Melman's death or incapacity) regarding the exercise of any right, the
satisfaction of any obligation or the taking of any other action under
this Agreement by MelChart or any Permitted Transferee of MelChart or any
other matters pertaining to this Agreement as they relate to MelChart or
any Permitted Transferee of MelChart. Each Stockholder and the Company
agree that they will not recognize any purported exercise of any right,
satisfaction of any obligation or the taking of any other action under
this Agreement by MelChart or any Permitted Transferee of MelChart or any
other matters pertaining to this Agreement as they relate to MelChart or
any Permitted Transferee of MelChart, except pursuant to written
direction or instruction received from Melman (or Melman's duly appointed
representative, in the event of Melman's death or incapacity).

Section 3. Prudent Business Judgment/No Liability. Samstock shall use
prudent business judgment in making decisions or taking actions in accordance
with Section 2 hereof. Notwithstanding the foregoing, whenever pursuant to this
Agreement Samstock is permitted or required to make a decision or to take any
action on behalf of any other Stockholder, Samstock shall be entitled to make
such decision or to take such action in its sole discretion and to consider
such interests and factors as it desires, including its own interests, and
shall have no duty or obligation to give any consideration to any interest of
or factors affecting any other Stockholder or the Company, regardless of any
conflict of interest which may exist or arise between Samstock and any other
Stockholder or the Company. In any event, neither Samstock nor any officer,
member, manager, representative, agent or Affiliate of Samstock shall have any
liability or obligation whatsoever to any Stockholder or the Company deriving
from or resulting in connection with any such decision or action.

- 4 -
<PAGE> 7

Section 4. Restrictions on Transfer and Purchase / Permitted Transferees.

(a) No Stockholder shall Transfer any CHI Shares except for a Transfer to
a Permitted Transferee pursuant to Section 4(b) or a Transfer pursuant to
Section 5, 6, 7 or 8, as applicable. If any Transfer is made or attempted
contrary to the provisions of this Agreement, such purported Transfer shall be
void ab initio; and both the Stockholders not involved in such purported
Transfer and the Company shall refuse to recognize any such purported
transferee of CHI Shares as a holder of CHI Shares for any purpose.

(b) Notwithstanding anything to the contrary in Section 4(a) hereof,
for purposes of this Agreement, a Stockholder may Transfer CHI Shares to a
Permitted Transferee of such Stockholder without complying with the
provisions of Sections 5, 6, or 7. As a condition to the effectiveness of
any Transfer of CHI Shares to a Permitted Transferee, the Permitted
Transferee shall execute a counterpart to this Agreement, whereupon the
Permitted Transferee shall hold CHI Shares subject to all of the provisions
of this Agreement, as if the Stockholder who Transferred the CHI Shares to
the Permitted Transferee were the holder of the CHI Shares actually held by
the Permitted Transferee. Notwithstanding anything to the contrary in this
Agreement: (i) all rights and benefits originally granted to the
Stockholders under this Agreement shall remain with each of them (or such
Stockholder's duly appointed representative, in the event of such
Stockholder's death or incapacity), and shall not be assigned or
transferred to their Permitted Transferees, notwithstanding any Transfer of
CHI Shares by them to their Permitted Transferees, as if the Stockholders
who Transferred CHI Shares to their Permitted Transferee were the holders
of the CHI Shares actually held by their Permitted Transferee; and (ii) no
Permitted Transferee shall be entitled to exercise any right, satisfy any
obligation or otherwise take any action or do anything under this
Agreement, except through the Stockholder who Transferred CHI Shares to its
Permitted Transferee (or such Stockholder's duly appointed representative,
in the event of such Stockholder's death or incapacity), as the
representative for all of such party's Permitted Transferees.

(c) Notwithstanding anything to the contrary in this Agreement, in
order to ensure compliance with Section 3.1 of the Standstill Agreement,
prior to June 30, 2002, no Stockholder, other than any SZ Affiliate or any
Affiliate of any SZ Affiliate, shall, directly or indirectly, acquire,
offer to acquire, agree to acquire, become the beneficial owner of or
obtain any rights in respect of any Company Voting Securities (other than
CHI Shares acquired from other Stockholders), by purchase or otherwise, or
take any action in furtherance thereof, or permit any of their respective
Affiliates to do so, without the prior written consent of Samstock. In
addition, notwithstanding anything to the contrary in this Agreement, in
order to ensure compliance with Section 3.2 of the Standstill Agreement,
prior to June 30, 2002, no Stockholder, other than any SZ Affiliate or any
Affiliate of any SZ Affiliate, shall, directly or indirectly, sell,
transfer any beneficial interest in, or otherwise dispose of or transfer
any Company Voting Securities other than to another Stockholder, or take
any action in furtherance thereof, or permit any of their respective
Affiliates to do so, if such sale, transfer or other disposition, either
taken alone or taken together with any other such sale, transfer or
disposition of Company Voting

- 5 -
<PAGE> 8

Securities by any other Stockholders, including without limitation, any SZ
Affiliates, or any of their respective Affiliates, would result in a violation
of Section 3.2 of the Standstill Agreement.

Section 5. Right of First Offer on Private Transfer. In the event that
any Stockholder other than an SZ Affiliate (the "Selling Stockholder") wishes
to sell for cash in a bona fide transaction with an independent third party all
or any portion of the CHI Shares now owned or hereafter acquired by the Selling
Stockholder, other than in a Public Sale, the Selling Stockholder shall first
notify the other Stockholders (the "Non-Selling Stockholders") in writing of
the number of CHI Shares for sale by the Selling Stockholder (the "Offered CHI
Shares") and the proposed price and other terms of sale. The Non-Selling
Stockholders thereupon shall have the right to purchase all (but not less than
all) of the Offered CHI Shares at the proposed price in cash and on the other
proposed terms of sale. In order to exercise their purchase rights, within
thirty (30) days after receiving written notice from the Selling Stockholder,
each of the Non-Selling Stockholders shall deliver to the Selling Stockholder a
written election to purchase so many of the Offered CHI Shares as each may
desire to purchase. If the total number of Offered CHI Shares that all
Non-Selling Stockholders desire to purchase exceeds the number of available
Offered CHI Shares subject to purchase by them, each such Non-Selling
Stockholder who elects to purchase Offered CHI Shares shall have the right to
purchase that portion of the available Offered CHI Shares that the ratio of the
number of CHI Shares owned by such Non-Selling Stockholder bears to the number
of CHI Shares owned by all Non-Selling Stockholders who elect to purchase
Offered CHI Shares or in such other proportions agreed upon by all such
Non-Selling Stockholders. If the Non-Selling Stockholders together do not
exercise their purchase rights with respect to all (and not less than all) of
the Offered CHI Shares within the time period as provided herein with respect
to all of the Offered CHI Shares, the Selling Stockholder shall be free for a
period of sixty (60) days thereafter to complete a sale of the Offered CHI
Shares to any Person at or above the price in cash and on substantially the
same other terms as set forth in the Selling Stockholder's notice of intended
sale. If such a sale is not consummated within such sixty (60) day period by
the Selling Stockholder, the Offered CHI Shares shall again be subject to a
right of first offer by the Non-Selling Stockholders under the provisions of
this Section 5. Except as provided herein, the Selling Stockholder shall be
bound by the restrictions and limitations imposed by this Agreement after any
notice of a desire to sell is given and whether or not any such sale actually
occurs. As a condition precedent to the effectiveness of any Transfer of the
Offered CHI Shares to any Person that is not a party to this Agreement, such
transferee shall execute a counterpart to this Agreement and, thereupon, shall
be included as a "Stockholder" pursuant to the terms hereof.

Section 6. Right of First Offer on Public Sale. In the event that any
Stockholder other than any SZ Affiliate (the "Selling Stockholder") wishes to
sell for cash in a bona fide transaction all or any portion of the CHI Shares
now owned or hereafter acquired by the Selling Stockholder through a Public
Sale, the Selling Stockholder shall first notify the other Stockholders (the
"Non-Selling Stockholders") in writing (the "Notice of Intended Sale") of the
number of CHI Shares for sale by the Selling Stockholder (the "Offered CHI
Shares"). The Non-Selling Stockholders thereupon shall have the right to
purchase all or any part of the

- 6 -
<PAGE> 9

Offered CHI Shares for cash at their Market Price. In order to exercise their
purchase rights, within five (5) business days after receiving the Notice of
Intended Sale from the Selling Stockholder, each of the Non-Selling
Stockholders shall deliver to the Selling Stockholder a written election to
purchase so many of the Offered CHI Shares as each may desire to purchase. If
the total number of Offered CHI Shares that all Non-Selling Stockholders desire
to purchase exceeds the number of available Offered CHI Shares subject to
purchase by them, each such Non-Selling Stockholder who elects to purchase
Offered CHI Shares shall have the right to purchase that portion of the
available Offered CHI Shares that the ratio of the number of CHI Shares owned
by such Non-Selling Stockholder bears to the number of CHI Shares owned by all
Non-Selling Stockholders who elect to purchase Offered CHI Shares or in such
other proportions agreed upon by all such Non-Selling Stockholders. If the
Non-Selling Stockholders together do not exercise their purchase rights with
respect to all of the Offered CHI Shares within the time period as provided
herein, the Selling Stockholder shall be free for a period of ten (10) days
thereafter to complete a Public Sale of that number of Offered CHI Shares with
respect to which the Non-Selling Stockholders failed to exercise their purchase
rights. If such Public Sale is not consummated within such ten (10) day period
by the Selling Stockholder, the Offered CHI Shares shall again be subject to a
right of first offer by the Non-Selling Stockholders under the provisions of
this Section 6. Except as provided herein, the Selling Stockholder shall be
bound by the restrictions and limitations imposed by this Agreement after the
Notice of Intended Sale is given and whether or not any such sale actually
occurs.

Section 7. Co-Sale Rights. In the event that one or more SZ Affiliates
or Handy Affiliates (the "Selling Stockholders") enter into an agreement to
sell to any purchaser or group of purchasers (other than any other SZ
Affiliate, Handy Affiliate or any of their Affiliates), in a single transaction
or related series of transactions, other than a Public Sale, such number of CHI
Shares as equals or exceeds more than twenty percent (20%) of the CHI Shares
held by the SZ Affiliates and the Handy Affiliates in the aggregate, the
Selling Stockholders shall first notify the other Stockholders (the "Tag-Along
Stockholders") in writing, of the identity of the proposed purchaser(s), the
number of CHI Shares proposed to be sold and the proposed purchase price and
terms of sale. The Tag-Along Stockholders thereupon shall have the right to
participate in the proposed sale at the same net price per share and other
terms of sale as offered to the Selling Stockholders. In order to exercise
their co-sale rights, the Tag-Along Stockholders, within ten (10) days after
receiving notice from the Selling Stockholders, shall deliver to the Selling
Stockholders a written election to participate in the sale to the extent
allowed by this Section 7. If any Tag-Along Stockholders have elected to
participate in the proposed sale, each participating Tag-Along Stockholder
shall be entitled to sell in the proposed sale a number of CHI Shares equal to
the product of (i) the quotient (the "Co-Sale Fraction") determined by dividing
the percentage of CHI Shares owned by such participating Tag-Along Stockholder
by the aggregate percentage of CHI Shares owned by the Selling Stockholders and
the participating Tag-Along Stockholders, multiplied by (ii) the total number
of CHI Shares to be sold in the proposed sale. Notwithstanding anything to the
contrary in this Section 7, the sale proceeds to which any Tag-Along
Stockholder would otherwise be entitled by reason of its participation in a
sale pursuant to this Section 7 shall be reduced by an amount equal to the
product of such Tag-Along Stockholder's Co-Sale

- 7 -
<PAGE> 10

Fraction multiplied by the sum of any costs, fees and expenses, including,
without limitation, attorneys', accountants' and investment bankers' fees and
expenses, incurred by the Selling Stockholders in connection with the sale or
the exercise of the Tag-Along Stockholders' rights under this Section 7. The
participating Tag-Along Stockholders shall, as promptly as practicable and as a
condition to their participation, enter into such agreements as shall be
reasonably requested by the Selling Stockholders for the sale of their CHI
Shares in the proposed sale.

Section 8. Drag-Along Rights. Subject to Section 5 and Section 6, if
Stockholders owning more than fifty percent (50%) of the CHI Shares then
held by all Stockholders ("Control Group") enter into an agreement
(including an agreement in principle) to sell all of their CHI Shares to
any purchaser or group of purchasers (other than any Permitted Transferees
or any then existing Stockholders), in a single arms-length transaction or
related series of arms-length transactions, such Control Group may require
that the other Stockholders (the "Other Stockholders") sell all of their
CHI Shares to such purchaser or group of purchasers at a net price and on
terms and conditions the same as those on which the Control Group has
agreed to sell their CHI Shares. The Control Group shall give prompt
notice to the Other Stockholders that such Control Group has entered into
an agreement of the type described in this Section 8, and the Other
Stockholders shall, as promptly as practicable, enter into such agreements
as shall be reasonably requested by the Control Group for the sale of all
the CHI Shares in the proposed sale. Notwithstanding anything to the
contrary in this Section 8, the sale proceeds to which any of the Other
Stockholders would otherwise be entitled by reason of its participation in
a sale pursuant to this Section 8 shall be reduced by an amount equal to
the product of (i) the percentage of CHI Shares to be sold in the proposed
sale owned by such Other Stockholder, multiplied by (ii) the sum of any
costs, fees and expenses, including, without limitation, attorneys',
accountants' and investment bankers' fees and expenses, incurred by the
Control Group in connection with the sale or the exercise of the Control
Group's rights under this Section 8.

Section 9. Certain Definitions.

"Affiliate" means, with respect to a specified Person, any Person that
directly or indirectly controls, is controlled by, or is under common control
with, the specified Person; "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting securities, by
contract or otherwise.

"Gaffney Family Entity" means any corporation, partnership, limited
liability company or trust wholly controlled by Gaffney and wholly owned
beneficially and of record by Gaffney and Gaffney's children, grandchildren
and/or parents or a trust established for their benefit, provided such trust is
wholly controlled by Gaffney.

"Handy Family Entity" means any corporation, partnership, limited
liability company or trust wholly controlled by Handy and wholly owned
beneficially and of record by Handy and

- 8 -
<PAGE> 11

Handy's wife, children, grandchildren and/or parents or a trust established for
their benefit, provided such trust is wholly controlled by Handy.

"Market Price" means the closing price of the Common Stock on the New York
Stock Exchange (or, if not trading on the New York Stock Exchange, such other
securities exchange or over the counter market on which the Company's Common
Stock is then trading) on the last trading day immediately prior to the date of
Samstock's receipt of the Notice of Intended Sale.

"Melman Controlled Entity" means any corporation, partnership, limited
liability company or trust wholly controlled by Melman and at least in part
owned beneficially and of record by Melman and/or his wife, children,
grandchildren and/or parents or a trust established for their benefit, provided
such trust is wholly controlled by Melman.

"Permitted Transferee" means:

(i) with respect to the Transfer of CHI Shares by any SZ Affiliate,
any SZ Affiliate, any Affiliate of any SZ Affiliate, or any stockholder,
partner or member of any of the foregoing;

(ii) with respect to any Transfer of CHI Shares by Handy or FPH
Trustee, Handy or any Handy Family Entity;

(iii) with respect to any Transfer of Shares by Saltsman, any
Saltsman Family Entity;

(iv) with respect to any Transfer of Shares by Gaffney, any Gaffney
Family Entity;

(v) with respect to the Transfer of CHI Shares by MelChart, any
Melman Controlled Entity; and

(vi) with respect to the Transfer of CHI Shares by Rivera, any
Rivera Family Entity.

"Person" means an individual, a corporation, a partnership, a limited
liability company, a joint venture, an association, a joint-stock company, a
trust, a business trust, a government or any agency or any political
subdivision, any unincorporated organization or any other entity.

"Public Sale" means the sale of CHI Shares either in "broker's
transactions" within the meaning of Section 4(4) of the Securities Act of 1933,
as amended, or in transactions directly with a "market maker" as that term is
defined in Section 3(a)(38) of the Securities Exchange Act of 1934, as amended.

- 9 -
<PAGE> 12

"Rivera Family Entity" means any corporation, partnership, limited
liability company or trust wholly controlled by Rivera and wholly owned
beneficially and of record by Rivera and Rivera's wife, children, grandchildren
and/or parents or a trust established for their benefit, provided such trust is
wholly controlled by Rivera.

"Saltsman Family Entity" means any corporation, partnership, limited
liability company or trust wholly controlled by Saltsman and wholly owned
beneficially and of record by Saltsman and Saltsman's wife, children,
grandchildren and/or parents or a trust established for their benefit, provided
such trust is wholly controlled by Saltsman.

"Transfer" means any voluntary or involuntary, direct or indirect,
transfer, sale, assignment, donation, pledge, hypothecation, issuance, grant of
a security interest in or other disposition or attempted disposition of CHI
Shares or any right or interest whatsoever therein, including, without
limitation, by operation of law or otherwise, whether with or without
consideration or value, and whether for cash, other securities or other
property and specifically including any share for share or similar exchange;
provided, however, that:

(i) any pledge or hypothecation of or grant of security interest in
CHI Shares by any Stockholder which is either approved by Samstock in
writing prior to the pledge, hypothecation or grant of security interest
or is effected by any SZ Affiliate shall not constitute a "Transfer" of
CHI Shares for any purpose under this Agreement; and

(ii) any Transfer effected as a result of a Stockholder's death,
pursuant to the laws of descent and distribution, by operation of law or
otherwise, to such Stockholder's spouse, children, grandchildren and/or
parents or a trust or trusts established for their benefit, shall not
constitute a "Transfer" of CHI Shares for any purpose under this
Agreement, provided each transferee of CHI Shares executes a counterpart
to this Agreement, whereupon such transferee shall hold such CHI Shares
subject to all of the provisions of this Agreement, as if the transferor
were the holder of CHI Shares held by the transferee.

Section 10. Notices. All notices, consents, requests, instructions,
approvals and other communications provided for herein and all legal process in
regard hereto shall be in writing and shall be decreed to be validly given,
made or served when delivered personally or deposited in the U.S. Mail, postage
prepaid, for delivery by express, registered or certified mail, or delivered to
a recognized overnight courier service, addressed as follows:

If to the Company:

Chart House Enterprises, Inc.
115 South Acacia Avenue
Solona Beach, California 92075
Attn: Chief Executive Officer

- 10 -
<PAGE> 13

With a copy to:

Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attn: Larry A. Barden

If to any SZ Affiliate:

c/o Equity Group Investments, Inc.
Two North Riverside Plaza
Suite 1900
Chicago, Illinois 60606
Attn: F. Philip Handy

With a copy to:

Rosenberg & Liebentritt
Two North Riverside Plaza
Suite 1515
Chicago, Illinois 60606
Attn: Alisa M. Singer

If to any Handy Affiliate, Saltsman or Gaffney:

F. Philip Handy
222 West Comstock
Winter Park, Florida 32789

If to MelChart LLC:

5419 N. Sheridan Road
Chicago, Illinois 60640
Attn: Richard Melman

With a copy to:

Michael Fox, Esq.
500 N. Dearborn Street
Chicago, Illinois 60610

- 11 -
<PAGE> 14

If to Richard Rivera:

Mr. Richard Rivera
5250 Woodridge Forest Trail
Atlanta, Georgia 30327

or to such other address as may be specified in a notice given pursuant to this
Section 10.

Section 11. Remedies. Any party having rights under this Agreement may
enforce such rights specifically to recover damages caused by reason of any
breach of any provision of this Agreement and to exercise all other rights
granted by law. The parties agree and acknowledge that money damages may not
be an adequate remedy for any breach of the provisions of this Agreement and,
accordingly, in addition to all other remedies available to any party, such
party may in its sole discretion apply to any court of law or equity of
competent jurisdiction for specific performance and/or injunctive relief in
order to enforce, or prevent any violation of, the provisions of this
Agreement.

Section 12. Entire Agreement. This Agreement, together with the Purchase
Agreement and the Standstill Agreement, constitutes the entire agreement
between the parties with respect to the subject matter hereof and shall be
binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, successors and permitted assigns. Any
amendments, or alternative or supplementary provisions to this Agreement must
be made in writing and duly executed by an authorized representative or agent
of each of the parties hereto.

Section 13. Non-Waiver. The failure in any one or more instances of a
party to insist upon performance of any of the terms, covenants or conditions
of this Agreement, to exercise any right or privilege in this Agreement
conferred, or the waiver by said party of any breach of any of the terms,
covenants or conditions of this Agreement, shall not be construed as a
subsequent waiver of any such terms, covenants, conditions, rights or
privileges, but the same shall continue and remain in full force and effect as
if no such forbearance or waiver had occurred. No waiver shall be effective
unless it is in writing and signed by an authorized representative of the
waiving party. A breach of any representation, warranty or covenant shall not
be affected by the fact that a more general or more specific representation,
warranty or covenant was not also breached.

Section 14. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, and all such
counterparts shall constitute but one instrument.

Section 15. Severability. The invalidity of any provision of this
Agreement or portion of a provision shall not affect the validity of any other
provision of this Agreement or the remaining portion of the applicable
provision.

- 12 -
<PAGE> 15

Section 16. Applicable Law. This Agreement shall be governed and
controlled as to validity, enforcement, interpretation, construction, effect
and in all other respects by the internal laws of the State of Illinois
applicable to contracts made in that State.

Section 17. Binding Effect; Benefit, Non-circumvention. This Agreement
shall inure to the benefit of and be binding upon the parties hereto, and their
successors and permitted assigns. Nothing in this Agreement, express or
implied, is intended to confer on any person other than the parties hereto, and
their respective successors and permitted assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement. No
Stockholder shall take any action, alone or in concert with any other person,
to circumvent any of the provisions of this Agreement.

Section 18. Assignability. This Agreement shall not be assignable by any
party without the prior written consent of each of the other parties.

Section 19. Headings. The headings contained in this Agreement are for
convenience of reference only and shall not affect the meaning or
interpretation of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first above written.

SAMSTOCK, L.L.C., by SZ INVESTMENTS,
L.L.C., its sole member, by ZELL GENERAL
PARTNERSHIP, INC., its sole member

By:/s/ Sheli Z. Rosenberg
--------------------------------
Name: Sheli Z. Rosenberg
---------------------------
Title: Vice President
--------------------------

SAMSTOCK/ZFT, L.L.C., by ZFT PARTNERSHIP,
its sole member, by a general partner

By: /s/ Sheli Z. Rosenberg
--------------------------------
Name: Sheli Z. Rosenberg
-----------------------------
Title: Trustee
----------------------------

CHART HOUSE INVESTORS, L.L.C., by ALPHABET
PARTNERS, its managing member, by a general
partner

By: /s/ Arthur A. Greenberg
--------------------------------
Name: Arthur A. Greenberg
-----------------------------
Title: Trustee
----------------------------

- 13 -
<PAGE> 16

/s/ F. Philip Handy
-----------------------------------------
F. Philip Handy, individually

/s/ F. Philip Handy
-----------------------------------------
F. Philip Handy, as trustee of the Blaine Trust

/s/ Robert Saltsman
-----------------------------------------
Robert Saltsman

/s/ Thomas Gaffney
-----------------------------------------
Thomas Gaffney

/s/ Donna Gaffney
-----------------------------------------
Donna Gaffney

MELCHART, LLC

By: /s/ Richard Melman
--------------------------------------
Richard Melman, its manager, by Michael
E. Fox under Power of Attorney

/s/ Richard Rivera
-----------------------------------------
Richard Rivera

CHART HOUSE ENTERPRISES, INC.

By: /s/ Richard Rivera
--------------------------------------
Name: Richard Rivera
-----------------------------------
Title: President and Chief Executive Officer
--------------------------------------

- 14 -
<PAGE> 17

EXHIBIT A

OWNERSHIP OF CHI SHARES

As of the date of the Stockholders Agreement, the 3,400,000 shares of
common stock (the "CHI Shares") of Chart House Enterprises, Inc. (the
"Company") originally acquired by Chart House Investors, L.L.C. ("CHI") from
the Company pursuant to that certain Stock Purchase and Sale Agreement dated as
of March 10, 1997, and subsequently acquired, directly or indirectly, by sale,
contribution, distribution or otherwise by the other Stockholders are held by
the Stockholders as follows:

<TABLE>
<CAPTION>
Number of
Stockholder CHI Shares Held Options
- ----------- --------------- -------
<S> <C> <C>
Samstock, L.L.C. 1,860,000 -
Samstock/ZFT, L.L.C. 705,808 -
Chart House Investors, L.L.C. 428,591 -
F. Philip Handy, as Trustee
of the Blaine Trust 103,539 -
F. Philip Handy, individually - 163,581(1)
Robert Saltsman 4,137 -
Thomas Gaffney
and Donna Gaffney,
as tenants by the entirety 20,708 -
Richard Rivera 75,000 -
MelChart LLC 202,217 -
---------
Total 3,400,000
</TABLE>

- ------------------------

(1) Represents options to acquire up to 163,581 CHI Shares held by Chart
House Investors, L.L.C.

- 15 -

<PAGE> 1
EXHIBIT 3.1

AMENDED AND RESTATED
OPTION AGREEMENT

THIS AMENDED AND RESTATED OPTION AGREEMENT, dated as of October 1,
1997, by and between F. PHILIP HANDY, a resident of the State of Florida
("Handy"), ALPHABET PARTNERS, an Illinois general partnership ("Alphabet"), ZFT
PARTNERSHIP, an Illinois general partnership ("ZFT"), and CHART HOUSE
INVESTORS, LLC, a Delaware limited liability company ("CHI").

W I T N E S S E T H:

WHEREAS, Handy, Alphabet and ZFT have entered into an Option Agreement
dated as of May 12, 1997 (the "Original Option Agreement"), pursuant to which
Alphabet and ZFT granted to Handy the option to purchase 5% of their membership
interests in CHI;

WHEREAS, CHI was formed for the purpose of acquiring shares of common
stock of Chart House Enterprises, Inc., a Delaware corporation (the "Chart
House Shares"), and CHI has acquired 3,400,000 Chart House Shares, of which
certain Chart House Shares have been transferred to other parties and certain
Chart House Shares have been retained by CHI;

WHEREAS, Handy, Alphabet, ZFT and CHI have agreed that the option
granted to Handy pursuant to the Original Option Agreement will apply to the
Chart House Shares retained by CHI; and

WHEREAS, Handy, Alphabet, ZFT and CHI intend for this Agreement to
amend, restate and supersede the Original Option Agreement in its entirety.

NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree
as follows:

1. Option to Purchase Chart House Shares.

(a) CHI hereby grants to Handy the option to purchase
(the "Option") up to 163,581 Chart House Shares (the "Option Shares"). Such
purchases may be made on more than one occasion, provided that CHI shall not be
obligated to sell to Handy (i) less than 32,716 Option Shares on any occasion,
or (ii) more than 163,581 Option Shares in the aggregate.

(b) The purchase price upon an exercise of the Option
shall be equal to the "Price Per Share" (as defined below), multiplied by the
number of Option Shares that Handy is then purchasing upon exercise of the
Option.

(c) Initially, the "Price Per Share" shall be $5.75,
provided that such price shall be increased at the rate of 6% per annum,
compounded annually, for the period which

<PAGE> 2

shall have elapsed from March 11, 1997 to the date of the respective Closing
(as defined below); and further provided that such price shall be subject to
adjustment as set forth in subsection (d) below.

(d) If at any time the Chart House Shares shall be
subdivided (by any stock split, stock dividend, recapitalization or otherwise)
into a greater number of shares, the Per Share Price in effect immediately
prior to such subdivision will be proportionately reduced and the number of
Option Shares that may be purchased hereunder will be proportionately
increased. If at any time the Chart House Shares shall be combined (by reverse
stock split or otherwise) into a smaller number of shares, the Per Share Price
in effect immediately prior to such combination will be proportionately
increased and the number of Option Shares that may be purchased hereunder will
be proportionately reduced.

(e) The Option shall expire and be of no further force
and effect 30 days after written notice by CHI to Handy of the intention of CHI
to dispose of all or any substantial amount of the Option Shares then held by
CHI. The date of such expiration is hereinafter referred to as the "Expiration
Date."

(f) The Option may be exercised by Handy at any time and
from time to time after the date hereof, and prior to the Expiration Date, by
written notice to CHI, and shall terminate at 5:00 P.M., Chicago time, on the
Expiration Date, after which time exercise of the Option shall be ineffective.
Subject to the foregoing, the closing of a purchase of Option Shares upon
exercise of the Option (the "Closing") shall take place at 10:00 a.m., Chicago
time, at the offices of CHI, on the first business day which is 30 days
following notice to CHI of an exercise of the Option, or at such other time and
place, or on such other date, as the parties may agree. Handy shall pay for
the Option Shares being purchased at the Closing by wire transfer of
immediately available funds to such account or accounts as shall be designated
by CHI.

2. Representations and Warranties of CHI. CHI hereby represents
to Handy as follows:

(a) CHI is a validly existing limited liability company
under the laws of the State of Delaware.

(b) CHI has full power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby. This
Agreement has been duly authorized by all necessary action on the part of CHI
and has been duly executed and delivered by CHI. This Agreement is the legal,
valid and binding obligation of CHI, enforceable against CHI in accordance with
its terms.

3. Representations and Warranties of Handy. Handy hereby
represents to CHI as follows:

(a) Handy is an "accredited investor" within the meaning
of Regulation D under the Securities Act of 1933, as amended.

<PAGE> 3

(b) Handy has full power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby. This
Agreement has been duly authorized by all necessary action on the part of Handy
and has been duly executed and delivered by Handy. This Agreement is the
legal, valid and binding obligation of Handy, enforceable against Handy in
accordance with its terms.

4. Miscellaneous.

(a) This Agreement may not be modified, amended, altered
or supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.

(b) All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or mailed by
registered or certified mail (return receipt requested) to the parties at the
following addresses:

(i) if to Handy, to

Mr. F. Philip Handy
222 West Comstock
Winter Park, Florida 32789
(for personal delivery)

- or -

Mr. F. Philip Handy
P.O. Box 2146
Winter Park, Florida 32789
(for mail)

(ii) if to CHI, to

Chart House Investors, LLC
Two North Riverside Plaza, Suite 600
Chicago, Illinois 60606
Attention: Sheli Z. Rosenberg

or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
only be effective upon receipt.

(c) This Agreement shall be governed by and construed in
accordance with the substantive law of the State of Illinois, without giving
effect to the principles of conflict of laws thereof.

(d) This Agreement may be executed in several
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.

3
<PAGE> 4

A facsimile copy of a signature of a party to this Agreement shall be fully
effective as if an original signature.

(e) Neither this Agreement, nor any of the parties'
rights, interests or obligations hereunder, shall be assignable or otherwise
transferable by any party hereto without the prior written consent of the other
parties hereto.

(f) Upon execution of this Amended and Restated Option
Agreement by all of the parties hereto, the Original Option Agreement shall be
amended, restated and superseded in its entirety hereby and shall be of no
continuing force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.

/s/ F. Philip Handy
---------------------------------
F. PHILIP HANDY

ALPHABET PARTNERS

By: /s/ Arthur A. Greenberg
------------------------------
Name: Arthur A. Greenberg
Title: Trustee of a general
partner

ZFT PARTNERSHIP

By: /s/ Sheli Z. Rosenberg
------------------------------
Name: Sheli Z. Rosenberg
Title: Trustee of a general
partner

CHART HOUSE INVESTORS, L.L.C.

By: /s/ Arthur A. Greenberg
------------------------------
Name: Arthur A. Greenberg
Title: Trustee of a general
partner of its
managing member