STOCK PURCHASE AGREEMENT





      THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of

January 2, 2001 between AMBER I. LAO, an individual whose residence address is

4773 El Mirlo, Rancho Santa Fe, California 92067 ("Buyer"), and I.C.H.

CORPORATION, a Delaware corporation ("Seller").



                              W I T N E S S E T H:



      WHEREAS, Seller is the record and beneficial owner of all of the

outstanding shares of capital stock (the "Stock") of Lyon's of

California, Inc., a California corporation ("Lyon's"); and



      WHEREAS, Lyon's is the owner of all of the operating assets of the

restaurants identified on Schedule I attached hereto (collectively, the

"Restaurants"); and



      WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell

to Buyer, all of the Stock, and the parties hereto desire to enter into certain

other agreements, all upon the terms and conditions set forth in this Agreement.



      NOW, THEREFORE, in consideration of the foregoing recitals and mutual

representations, warranties, covenants and agreements hereinafter contained, the

parties hereto agree as follows:



                                    ARTICLE 1

                         PURCHASE AND SALE OF THE STOCK

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



      1.1 PURCHASE AND SALE OF THE STOCK. Subject to the terms and conditions of

this Agreement, at the closing provided for in Section 1.6 hereof (the

"Closing"), Buyer shall purchase and acquire from Seller, and Seller shall sell,

assign, transfer, convey and deliver to Buyer, all of the Stock, free and clear

of all liens, pledges, security interests, charges, claims or encumbrances of

any nature whatsoever, except as expressly set forth herein.



      1.2 PURCHASE PRICE. Subject only to the adjustments specified in this

Agreement and upon and subject to all other terms and conditions set forth in

this Agreement, in consideration of the sale, assignment, transfer, conveyance

and delivery of the Stock by Seller pursuant to this Agreement, Buyer shall pay

to Seller the sum of $1,000,000 (the "Purchase Price"), payable pursuant to the

terms of Section 1.3 below. In connection with the purchase of the Stock, Buyer

shall assume (a) up to $13,200,000 of long-term indebtedness (including current

portion) comprised of the USRP Debt (as defined below) and (b) $2,000,000

Negative Working Capital (as defined below). Within thirty (30) days following

the Closing Date, Seller shall prepare a Closing Date balance sheet for Lyon's.

To the extent that Lyon's long-term indebtedness and/or Negative Working Capital

exceed such threshold levels as of the Closing Date, Seller shall promptly take

all appropriate actions necessary to reduce Lyon's long-term indebtedness and/or

Negative Working Capital, as the case may be, to such threshold levels. "USRP

Debt" shall





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mean that certain long-term indebtedness payable by Lyon's to USRP (Finance),

LLC having an original principal amount of $16,500,000. "Negative Working

Capital" shall mean the sum of (i) cash and cash equivalents, (ii) inventories,

(iii) purchase discounts and other receivables and (iv) prepaid expenses, minus

the sum of (a) accounts payable (trade) and (b) accrued payroll and other

liabilities, measured as of the Closing Date. In addition to but consistent with

the foregoing, Seller agrees that Lyon's shall have a minimum cash balance of

$1,500,000 as of the Closing Date.



      1.3 PAYMENT OF PURCHASE PRICE; GOOD FAITH DEPOSIT; INITIAL INVESTMENT.

Upon the execution hereof, Buyer shall make a $200,000 good faith deposit (by

certified or official bank check) with Seller. Such good faith deposit shall be

applied towards the Purchase Price at Closing and shall be refundable to Buyer

only in the event that Seller fails to obtain the Third Party Consents listed on

SCHEDULE 3.2 hereto, or fails to obtain the fairness opinion referred to in

Section 7.5 hereof. At Closing, Buyer shall deliver to Seller the balance of the

Purchase Price in the form of a promissory note in the principal amount of

$800,000, which promissory note shall be substantially in the form attached

hereto as Exhibit A (the "Promissory Note"). The Promissory Note shall be repaid

in equal monthly installments over a twenty-four (24) month period beginning on

the first anniversary of the Closing Date. The Promissory Note shall bear

interest at a rate of 9% per annum. Said interest shall accrue and be added to

principal under the Promissory Note from the Closing Date until payments

commence. In addition to the foregoing, Buyer shall within one week following

the Closing Date place $250,000 cash into a new separate corporate account on

behalf of Lyon's. Buyer shall then add an additional $200,000 cash per week to

such account for five consecutive weeks thereafter. Said funds shall be used for

initial operating and marketing capital, and not for dividends or distributions.



      1.4 INTENTIONALLY DELETED.



      1.5 TAXES. All sales, use and/or transfer taxes arising out of the

purchase and sale of the Stock shall be paid at the Closing and shall be borne

by Seller.



      1.6 CLOSING. The closing of the transactions contemplated by this

Agreement (the "Closing") shall take place at the offices of I.C.H. Corporation

located in San Diego, California, as soon as practicable following the date

hereof but in no event later than January 19, 2001, following the satisfaction

or waiver of all of the conditions to Closing set forth herein, or on such other

date and at such other time or place as the parties may mutually agree. The date

of the Closing is sometimes referred to herein as the "Closing Date".



      1.7 DELIVERIES BY SELLER. At the Closing, Seller shall deliver or cause to

be delivered to Buyer (unless previously delivered) the following:



          (a) one or more stock certificates representing all of the Stock,

endorsed in blank or accompanied by duly executed assignment documents;



          (b) the books and records of Seller with respect to the Restaurants as

provided in Section 2.1 hereof;







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<PAGE>



          (c) copies of all necessary consents, approvals, authorizations and

waivers of all third parties referred to in Section 5.4 hereof; and



          (d) all other previously undelivered documents, instruments and

writings required to be delivered by Seller on or prior to the Closing pursuant

to this Agreement or otherwise required in connection herewith.



      1.8 DELIVERIES BY BUYER. At the Closing, Buyer shall deliver or cause to

be delivered to Seller (unless previously delivered) the following:



          (a) the funds referred to in Section 1.3 hereof;



          (b) the Promissory Note referred to in Section 1.3 hereof; and



          (c) all other previously undelivered documents, instruments and

writings required to be delivered by Buyer on or prior to the Closing pursuant

to this Agreement or otherwise required in connection herewith.



      1.9 POS CREDIT DEBT. The parties hereby agree that Seller shall be fully

responsible for all scheduled payments under the POS Credit Debt (as defined

below) and shall be fully responsible for all obligations under the Transmedia

Contracts (as defined below). "POS Credit Debt" shall mean that certain long

term indebtedness payable by Lyon's to POS Credit Corporation having an original

principal amount of approximately $3,200,000. "Transmedia Contracts" shall mean

those certain Agreements, dated June 5, 2000, between Transmedia Restaurant

Company, Inc. and Lyon's.



      1.10 TAX ELECTION, ALLOCATION OF PURCHASE PRICE. The parties hereby

acknowledge and agree that for income tax purposes, the transactions

contemplated hereby shall be treated as an asset sale. Accordingly, Buyer agrees

to cooperate and join with Seller in making an election under Section 338

(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and any

corresponding elections under state or local law (collectively, a "Section 338

(h)(10) Election"), with respect to the purchase and sale of the Stock. Seller

will pay any tax attributable to the making of the Section 338 (h)(10) Election.

The allocation of the Purchase Price shall be in accordance with SCHEDULE 1.7

attached hereto. The foregoing allocation shall be made in a manner consistent

with Section 1060 of the Code. Each party hereby agrees that it will not make

any return, filing, report or other submission or take any position with or

before any federal, state or local tax agency or other authority which would

conflict or be inconsistent with the allocation.





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<PAGE>





                                    ARTICLE 2

                                 RELATED MATTERS

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



      2.1 BOOKS AND RECORDS OF SELLER. Seller agrees to deliver to Buyer on or

as soon as practicable after the Closing Date, as requested by Buyer, all books

and records of Lyon's (including, but not limited to, correspondence, memoranda,

books of account, personnel and payroll records and the like) relating to the

ownership and/or operation of the Restaurants since the acquisition of the

Restaurants by Lyon's on December 14, 1998 and to the extent that such books and

records are in possession of Seller. Seller will use its good faith commercially

reasonable efforts to provide books and records for earlier periods of time to

the extent that such books and records are in possession of Seller. Provided

that, where books and records include other information that cannot reasonably

be segregated from information relating to the ownership and/or operation of the

Restaurants, Seller shall provide copies thereof that do relate to the ownership

and/or operation of the Restaurants. Where records are maintained or stored in

electronic form, printouts of such records and/or duplicates thereof in

electronic media shall be sufficient. Seller reserves the right to retain copies

of any books and records provided to Buyer hereunder. All books and records of

Lyon's which are not delivered to Buyer hereunder shall be preserved by Seller

for a period of seven (7) years following the Closing and made available to

Buyer and its authorized representatives upon reasonable notice during normal

business hours for purposes of review and/or for purposes of making copies or

extracts therefrom (at Buyer's expense) if so desired by Buyer. Buyer shall

preserve all books and records of Lyon's delivered to Buyer hereunder for a

period of seven (7) years following the Closing, and shall make available to

Seller and his authorized representatives during such period the books and

records previously delivered by Seller to Buyer for purposes of review and/or

for purposes of making copies or extracts therefrom if so desired by Seller.



      2.2 CONFIDENTIALITY; NON-COMPETITION.



          (a) Seller acknowledges that Buyer would be irreparably damaged if

confidential information about Lyon's' business with respect to any of the

Restaurants was disclosed to or utilized on behalf of any person, firm,

corporation or other business organization which is in competition in any

respect with the operation of any of the Restaurants. Seller hereby covenants

and agrees that it will not at any time, and will use its good faith

commercially reasonable efforts to cause its agents and affiliates (as the term

"affiliate" is defined by the Rules and Regulations promulgated under the

Securities Act of 1933, as amended) not to at any time, without the prior

written consent of Buyer, disclose or use any such confidential information,

except to employees and authorized representatives of Buyer. Similarly, Buyer

hereby covenants and agrees that it will not at any time prior to Closing, and

will use its good faith commercially reasonable efforts to cause its agents and

affiliates not to at any time prior to Closing, without the prior written

consent of Seller, disclose or use any confidential information about Lyon's'

business with respect to the Restaurants that it obtains in connection with its

due diligence review of Lyon's and the Restaurants. The foregoing

confidentiality obligations shall not apply to any: (i) information that at the

time of disclosure of thereafter is generally available to and known by the

public (other than as a result of its disclosure in contravention of this

Agreement), (ii) information that must be disclosed to third-parties in

compliance with contractual obligations or to governmental authorities, (iii)

information that is disclosed to attorneys, accountants,

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