The place: a restaurant in one of those gentrified parts of town where the rich are slowly buying out the poor and the artists, and where, for the time being, the two classes mingle.

My friend and I were playing our favorite people-watching game: Let's guess who's rich and who's not. We ruled out anyone too confident, too colorful, sitting with too many or too few people, or who used the word "okey-dokey."

We had split decisions on anyone doing The New York Times crossword puzzle in pen, reading magazines like Forbes, or wearing diamond rings the size of door knockers.

And we agreed on anyone who wore expensive clothes with incredible nonchalance, who had a hungry look even after lunch, or who looked like they had a small jeweled poodle at home named Lord Wellington.

Just what does differentiate the rich from the rest of us? Not the trappings, but the attitudes, the priorities, and the traits -- especially in those who make their first million before they're 30. And could they tell the rest of us how to do it?

The secret is held by a small percentage of America's population. Less than 1 percent of Americans are millionaires, and a much smaller number are under 30. One research firm, Payments Systems Inc. of Tampa, Fla., estimates that there are currently more than 20,000 households headed by persons under the age of 34 worth $1 million, with 2,400 heads of households under 25 and about 18,400 between the ages of 25 and 34.

But young millionaires are a growing market. A new magazine called Millionaire, published by Douglas Lambert of West Palm Beach, caters to a surprisingly young readership -- with an average age of 44 and 10 percent of its readers under 30.

Sophia Collier is president of Soho Natural Soda, a company that began in her Brooklyn kitchen and made her a millionaire at 24. She's 31 now and her company is worth $12 million, but an obsession with the money had nothing to do with it. Money was only a byproduct. The chemical reaction that produced it, she says, was this: "Doing what you love to do."

In her case, that meant providing health-conscious people like herself (she's a vegetarian) with an alternative to tooth-rotting soft drinks.

When you're doing what you love, she insists, "It's not work." When you're not, you end up 20 years down the road -- rich or poor -- in a job you hate, wondering how to buy your soul back.

Each morning, she says, "Ask whether what you're doing that day will help you achieve what you want in five years. If not, don't do it. And if you hate your job, quit."

Easier said than done, of course. What if people advise you'll drown if you quit? What if they say you can't make it on your own?

"Don't listen," says Phil Akin, the 24-year-old president of a phenomenally successful company out of Ames, Iowa, called Duds 'n Suds, which combines laundromats with bar/lounges. "I love to hear people say, 'You can't do that.' Because there's no such thing as can't. There are no problems; just opportunities you can't see."

The city council of Ames itself once told Akin he couldn't put beer in laundromats, it was against the law. So he started selling snacks there, which qualified him to be inspected and eventually licensed as a restaurant. Then he went ahead and put beer in laundromats. There are 42 so far, with 79 others under construction. The city council of Ames is still eating Akin's dust.

To turn problems into opportunities, though, Akin let on, you have to have a high tolerance for problem-solving, for "stomping out fires." Example: When he is working with a franchisee to open a new store, occasionally someone will get wind of it, head to the bank for a loan, and try to open a copycat operation -- a three-alarm problem. That is, until Akin began putting ads in the local papers announcing the coming of a Duds 'n Suds.

"This showed the banks there was competition, that we had the idea first, that we're more on top of it than the other guy. It would blow his chance for a loan."

"Be creative," Akin says. "Do whatever it takes. Throw away the rule book. And be smart enough to know you don't know everything. Myself, I knew nothing about finances: business plans, marketing, budgets, accounting. So I hired a guy on an as-needed contract basis at first, since it was cheaper. You can even have somebody buy into your business. But find your weak areas and get the best help you can. Don't try to be a genius."

So it doesn't take genius. But what about the privileged upbringing, superior education, and unusual talent such people certainly must have over the rest of us? Excuses, says Collier. "Don't use your background as a cop-out. It's only an obstacle. My mom was just a mom, my father just an artist. Anyone can make it. It just might take longer. Get off your duff. Duke it out."

Modest beginnings certainly didn't stop Akin, who began Duds 'n Suds with $500, and a matching $500 loan from the bank. "I built everything on my credit rating. You borrow against what you have. You show the bank your worst-case scenario, not your best, so they know you know the risk, and that you can handle it. When I had $1,000, I paid back the bank and borrowed $1,000. And so on. Soon, they started taking a risk with me, loaning me $4,000 against my $2,000. In five months I borrowed $45,000."

Today, only two years later, he runs a $16-million business. "Two years seems like a short time, but if you're not sitting on your butt, you can do a lot in two years."

Especially if you have the kind of take-charge attitude embodied by a young Midas. Brett Johnson dropped out of Harvard to make millions selling logo-emblazoned painters caps, through his company called Crowd Caps, Inc.

"Don't worry what other people think, especially your peers. In school, a friend of mine, now a successful banker on Wall Street, told me the caps were a dumb idea, that they would never sell, that I shouldn't waste my time. But I did it anyway. No one really knows what will sell. Only the market knows. Just go out and do it.

"You're not running for any popularity contests," says Johnson, who has since moved on to his second venture, Situations and Opportunities, Inc., an information clearinghouse for start-up entrepreneurs. "You can't be too mainstream or afraid to go it alone. You gotta have belief in what you're doing, a vision even. You really have to see something. What I saw was people buying tons of these caps. And I just saw it through.

"It's brutal to start a company. There's a tremendous amount of things you have to deal with, like uncertainty. But keep plugging. Woody Allen says that 80 percent of success is just showing up."

But show up with goals, Johnson cautions. If you don't know where you're going, you'll never get there. "Have a five, or 10-year goal. And fit your goals into the big picture. Understand what you're up against. Study, do research, read, take classes, network. Do your homework."

Whatever your vision, though, he added, you have to want it bad. Success depends on it. A hungry animal has better hunting instincts than a well-fed one, and that appetite will get you through the 12-15 hour days typical of people like Johnson.

And Collier. "People have a real-estate mentality: Just get the right property and it'll appreciate naturally. But an idea is just an idea, and they're a dime a dozen. Putting it to work is the thing. Successful people don't "strike" it rich. They work hard for it. 'Overnight' success takes years. I put in 16-hour days, seven days a week, for three years."

According to all three of these "overnight successes," striking it rich also takes the courage to fail. In fact, Johnson suggests, if you're not failing regularly, you're living so far below you're potential that you're failing anyway. "But 'failures' are just setbacks that are part of the overall program. You learn from them. They just mean your current approach needs work. True failure only happens when you give up. The most successful people fail the most."

Once, when Johnson first started out, his approach to selling his caps was to show up at rock concerts and set up a table. "Total bomb," he recalls. "I misinterpreted the marketplace. I sold the wrong product at the wrong time. These kids only brought money for beer."

Then he tried circulating 25 or so salespeople at Harvard-Yale football games, and at one he sold 7,000 caps. "Quality distribution," he notes. "Understanding how to sell, picking the right events."

So much for plugging away. But what about knowing when to quit?

After knocking his head against a wall for months, trying to stomp out all his own financial fires, and doing it badly, Akin discovered the simple equation that would eventually make getting rich a far more pleasant enterprise: "Quit when it's not fun anymore." Gregg Levoy is a California writer.

1987 Words by Wire