ACCOUNT CONTROL AGREEMENT



          This ACCOUNT CONTROL AGREEMENT is entered into as of September 10,

2003 among WELLS FARGO FOOTHILL, INC. ("Foothill") as Agent (as defined below),

with a place of business located at 2450 Colorado Avenue, Suite 3000W, Santa

Monica, CA 90404, Attn.: Business Finance Division Manager, Facsimile No.: (310)

453-7420, MORTON'S RESTAURANT GROUP, INC. ("Customer"), with a place of business

located at 3333 New Hyde Park Road, Suite 210, New Hyde Park, New York 11042,

Attn.: Thomas Baldwin, Chief Financial Officer, Facsimile No.: 516-627-1898, and

CITIBANK, N.A. ("Depositary Institution"), with a place of business located at 1

Robbins Lane, Jericho, New York 11753, Attn.: Robert Ward, Facsimile

No.:516-9379033.



                                    RECITALS



          A.   Customer has:



               (i)     entered into a Loan and Security Agreement with Foothill

     ("Lender"), dated as of July 7, 2003 (the "Loan and Security Agreement")

     pursuant to which Lender may from time to time make loans and advances and

     provide other financial accommodations to the Customer and pursuant to

     which Customer has granted Lender a security interest in all of the

     Customer's right, title and interest in and to a deposit account maintained

     by Depositary Institution for Customer; and



               (ii)    entered into an indenture, dated as of July 7, 2003 (the

     "Indenture", and together with the Loan and Security Agreement, and the

     Collateral Agreements (as defined in the Indenture) the "Debt Documents"),

     with certain of its subsidiaries and The Bank of New York, as collateral

     agent (in such capacity, the "Collateral Agent") and trustee (in such

     capacity, the "Trustee") for the benefit of the Collateral Agent, the

     Trustee and the holders of the notes issued from time to time under the

     Indenture, which notes are secured by, among other things, all of the

     Customer's right, title and interest in and to a deposit account maintained

     by Depositary Institution for Customer.



          B.   Foothill has agreed to act as agent (in such capacity, "Agent")

for Lender, certain other lenders that may become parties to the Loan and

Security Agreement and for the Collateral Agent, for the benefit of the

Collateral Agent, the Trustee and the holders of the notes issued from time to

time under the Indenture, pursuant to the terms of the Intercreditor Agreement

(as defined therein).



          C.   The parties are entering into this agreement to perfect Agent's

security interests in and to the Account (as hereinafter defined) and to specify

certain rights and duties of the parties with respect to the Account.





                                    AGREEMENT



          1. THE ACCOUNT



          Depositary Institution represents and warrants to Agent and to

Customer that:



               (a)     Depositary Institution maintains deposit account No.

086-044-369 for Customer (the "Account").

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