EXECUTION VERSION



                          TRADEMARK SECURITY AGREEMENT



          This TRADEMARK SECURITY AGREEMENT (this "AGREEMENT"), dated as of July

7, 2003, is made by BERTOLINI'S RESTAURANTS, INC., a Delaware corporation

("DEBTOR"), in favor of WELLS FARGO FOOTHILL, INC., a California corporation

("LENDER"), with reference to the following:



          WHEREAS, Morton's Restaurant Group, Inc., a Delaware corporation

("BORROWER"), and the Lender are, contemporaneously herewith, entering into that

certain Loan and Security Agreement of even date herewith (as amended, restated,

supplemented or otherwise modified from time to time, the "LOAN AGREEMENT");



          WHEREAS, Debtor has executed that certain General Continuing Guaranty,

of even date herewith, in favor of Lender (the "GUARANTY"), respecting the

obligations of Borrower owing to Lender and the Bank Product Providers under the

Loan Agreement;



          WHEREAS, Debtor has executed that certain Security Agreement of even

date herewith, in favor of Lender (the "SECURITY AGREEMENT"), pursuant to which

Debtor has granted to Lender security interests in (among other things) all

general intangibles of Debtor; and



          WHEREAS, pursuant to the Loan Documents, and as one of the conditions

precedent to the obligations of Lender under the Loan Agreement, Debtor has

agreed to execute and deliver this Agreement to Lender for filing with the PTO

and with any other relevant recording systems in any domestic or foreign

jurisdiction, and as further evidence of and to effectuate Lender's existing

security interests in the trademarks and other general intangibles described

herein.



          NOW, THEREFORE, for valuable consideration, the receipt and adequacy

of which is hereby acknowledged, Debtor hereby agrees in favor of Lender, for

the benefit of Lender and the Bank Product Providers, as follows:



          1.   DEFINITIONS; INTERPRETATION.



                    (a) CERTAIN DEFINED TERMS.  All capitalized terms used

herein and not otherwise defined herein shall have the meanings ascribed to them

in the Loan Agreement. As used in this Agreement, the following terms shall have

the following meanings:



          "AGREEMENT" has the meaning set forth in the preamble hereto.



          "DEBTOR" has the meaning set forth in the preamble hereto.



          "EVENT OF DEFAULT" means any Event of Default under the Loan

Agreement.



          "GUARANTY" has the meaning set forth in the recitals hereto.



          "LENDER" has the meaning set forth in the preamble hereto.



{Page}



          "LOAN AGREEMENT" has the meaning set forth in the recitals hereto.



          "PROCEEDS" means whatever is receivable or received from or upon the

sale, lease, license, collection, use, exchange or other disposition, whether

voluntary or involuntary, of any Trademark Collateral, including "proceeds" as

such term is defined in the UCC, and all proceeds of proceeds. Proceeds shall

include (i) any and all accounts, chattel paper, instruments, general

intangibles, cash and other proceeds, payable to or for the account of Debtor,

from time to time in respect of any of the Trademark Collateral, (ii) any and

all proceeds of any insurance, indemnity, warranty or guaranty payable to or for

the account of Debtor from time to time with respect to any of the Trademark

Collateral, (iii) any and all claims and payments (in any form whatsoever) made

or due and payable to Debtor from time to time in connection with any

requisition, confiscation, condemnation, seizure or forfeiture of all or any

part of the Trademark Collateral by any Person acting under color of

governmental authority, and (iv) any and all other amounts from time to time

paid or payable under or in connection with any of the Trademark Collateral or

for or on account of any damage or injury to or conversion of any Trademark

Collateral by any Person.



          "PTO" means the United States Patent and Trademark Office and any

successor thereto.



          "SECURED OBLIGATIONS" means, with respect to Debtor, all liabilities,

obligations, or undertakings owing by Debtor to Lender or any Bank Product

Provider of any kind or description arising out of or outstanding under,

advanced or issued pursuant to, or evidenced by the Guaranty, the Loan

Agreement, this Agreement, or any of the other Loan Documents, irrespective of

whether for the payment of money, whether direct or indirect, absolute or

contingent, due or to become due, voluntary or involuntary, whether now existing

or hereafter arising, and including all interest, costs, indemnities, fees

(including attorneys fees), and expenses (including interest, costs,

indemnities, fees, and expenses that, but for the provisions of the Bankruptcy

Code, would have accrued irrespective of whether a claim therefor is allowed)

and any and all other amounts which Debtor is required to pay pursuant to any of

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