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                                                                   Exhibit 10-AW



                    SEVERANCE AGREEMENT AND GENERAL RELEASE

  This Severance Agreement and General Release ("Agreement") is entered into
this 1st day of October,1999 between Michael J. Wargo ("Employee") and Quality
Dining, Inc. and all of its subsidiaries, parent, affiliates, directors,
officers, employee and agents (collectively "Employer").

   WHEREAS, Employee is currently employed by Employer;

   WHEREAS, Employee and Employer have agreed to terminate the existing
   employment relationship; and

   WHEREAS, Employee and Employer desire to resolve any differences and disputes
   now pending or which may arise in the future with respect to Employee's
   employment and the termination thereof.

   THEREFORE, Employee and Employer acknowledge and voluntarily agree as
   follows:

   1.  Employee's termination of employment with Employer will be effective at
       the time of Employer's normal close of business on October 1, 1999 (the
       "Severance Date").

   2.  Employee acknowledges that the Employer does not have severance benefits
       or a severance program, plan or policy for employees separated from
       employment. Employee understands and agrees that he will not receive
       severance benefits unless he signs this Severance Agreement and General
       Release. However, in consideration of Employee's promises set forth
       below:

       a)  Employer will pay Employee severance pay in the total amount of
           Thirty Thousand Two Hundred Eighty-eight and 52/100 Dollars
           ($30,288.52), payable in the form of salary continuation through
           December 31, 1999 in accordance with Employer's normal payroll
           practices; and

       b)  Employer will continue to provide coverage to Employee under its
           existing group health, vision and dental plans on the same terms as
           existed on the Severance Date; and

       c)  Employee may continue to make deferrals into the Company's Non-
           Qualified Deferred Compensation Plan through December 31, 1999 but
           the Company will not make any "matches" in respect of any deferrals
           subsequent to the Severance Date.
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       Employee agrees that he is not entitled to and shall not receive any
       compensation for any sick days, vacation days, personal days, bonus or
       otherwise, except as expressly provided in the preceding sub-paragraphs
       (a), (b) and (c).

   3.  Employee understands that he may revoke this Severance Agreement and
       General Release for a period of seven (7) days following the date of its
       execution. Any revocation within this period should be submitted in
       writing and state, "I hereby revoke my agreement to the Severance
       Agreement and General Release." The revocation must be personally
       delivered, or mailed and postmarked, within seven (7) days of execution
       of this Severance Agreement and General Release. This Severance Agreement
       and General Release shall not become effective or enforceable until the
       revocation period has expired.

   4.  Employee agrees not to disparage Employer or its subsidiaries,
       affiliates, officers, directors, shareholders, employees, agents or
       services to any third party, either orally or in writing.

   5.  In consideration of the mutual agreements and covenants set forth herein,
       the receipt and sufficiency of which Employee hereby acknowledges,
       Employee and his heirs, executors, administrators and assigns hereby
       voluntarily, completely, unconditionally and irrevocably discharges and
       releases Employer, its subsidiaries, parent, affiliates, officers,
       directors, employees, agents, predecessors, employee benefit plans and
       their fiduciaries, and other representatives of Employer, and their
       successors and assigns (the "Released Parties"), from any and all claims,
       demands, causes of action, suits, charges, violation and/or liability
       whatsoever, known or unknown (including attorneys' fees, interest,
       expenses and costs actually incurred) involving any matter arising out of
       or in any way related, directly or indirectly, to Employee's employment
       with Employer or the termination thereof. The parties agree and
       acknowledge that the claims and actions released herein include, but are
       not limited to, any claim or action based upon any common law tort
       action, wrongful discharge, breach of contract and/or employment
       discrimination on the basis of race, color, sex, religion, national
       origin, age, disability, or any other basis under Title VII of the Civil
       Rights Act, Americans With Disabilities Act, Age Discrimination in
       Employment Act, the Older Workers Benefits Protection Act, the Worker
       Adjustment Retraining and Notification Act, the Employee Retirement
       Income Security Act, the Fair Labor Standards Act, and Family and Medical
       Leave Act, all as amended, or their state or local counterparts, or any
       claim or action under any other federal, state, or local law, rule, or
       regulation.

   6.  Employee covenants and agrees that for a period of five (5) years from
       and after the Severance Date, Employee will not, directly or indirectly
       (a) induce or influence or attempt to induce or influence, any person who
       is an employee of the Company (or who had been an employee of the Company
       at any time during the preceding 12
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       months) to terminate their employment with the Company or to accept
       employment with another Company, nor (b) aid, assist or abet any other
       person, firm or corporation in any of the activities prohibited in the
       immediately preceding clause (a).

   7.  On or before the Severance Date, Employee agrees to return to Employer
       all of Employer's property in Employee's possession or control,
       including, but not limited to, Employer documents, materials, computer
       disks and other records.

   8.  Employee warrants and agrees not to disclose any confidential or
       proprietary information concerning Employer which was acquired during the
       course of Employee's employment to any person, firm, corporation,
       association or other entity.

   9.  The parties agree that the terms of this Agreement will remain
       confidential and will not be disclosed by Employee to any persons other
       than Employee's counsel, accountant and members of Employee's immediate
       family.

   10. Employer will not contest Employee's application for unemployment
       compensation benefits, provided Employee does not make application for
       such unemployment compensation benefits before the end of the severance
       period.

   11. Employee understands that this Severance Agreement and General Release
       does not waive or release any rights or claims that Employee may have
       under the Age Discrimination in Employment Act of 1967 which arise and
       occur after the date Employee executes this Severance Agreement and
       General Release.

   12. Employee agrees and understands that if this Agreement is ever found to
       be invalid or unenforceable (in whole or in part) as to any particular
       type of claim or charge or as to any particular circumstances, it shall
       remain fully valid and enforceable as to all other claims, charges and
       circumstances. As to any actions, claims, or charges that would not be
       released because of the revocation, invalidity, or unenforceability of
       this Agreement, Employee agrees to return the severance payment described
       above, with legal interest, as a prerequisite to asserting or bringing
       any such claims, charges or actions.

   13. Employee agrees that nothing in this Agreement is or shall be construed
       as an admission by Employer of any breach of any agreement or law or any
       intentional or unintentional wrongdoing of any nature. Employee agrees
       and acknowledges that Employee has not relied upon any representations of
       Employer except as set forth in this Agreement.

   14. The parties agree that this Agreement shall be governed by and enforced
       in accordance with the laws of the State of Indiana and all disputes
       regarding this Agreement shall be brought in the State of Indiana.
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   15. By signing this Agreement, Employee  further acknowledges and agrees:

       (a.)  THAT  EMPLOYEE HAS READ IT;

       (b.)  THAT THIS AGREEMENT IS BEING ENTERED INTO FREELY AND VOLUNTARILY;

       (c.)  THAT EMPLOYEE UNDERSTANDS THE AGREEMENT AND KNOWS THAT HE IS GIVING
             UP RIGHTS INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE
             DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF
             THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT OF
             1963, AND THE AMERICANS WITH DISABILITIES ACT OF 1990;

       (d.)  THAT EMPLOYEE CONSENTS TO EVERYTHING IN IT;

       (e.)  THAT EMPLOYEE HAS BEEN ADVISED AND HAS BEEN GIVEN THE OPPORTUNITY
             TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT;

       (f.)  THAT EMPLOYEE HAS BEEN GIVEN WHAT EMPLOYEE CONSIDERS TO BE A
             SUFFICIENT PERIOD OF TIME TO REVIEW AND CONSIDER THIS SEVERANCE
             AGREEMENT AND GENERAL RELEASE BEFORE SIGNING IT; AND EMPLOYEE
             UNDERSTANDS THAT FOR A PERIOD OF SEVEN (7) DAYS AFTER SIGNING IT,
             EMPLOYEE MAY REVOKE EMPLOYEE'S ACCEPTANCE OF IT. IF EMPLOYEE
             REVOKES THIS AGREEMENT WITHIN THE SEVEN (7) DAY PERIOD, IT SHALL
             NOT BE EFFECTIVE OR ENFORCEABLE.

       (g.)  THAT THE PROVISIONS OF THIS SEVERANCE AGREEMENT AND GENERAL RELEASE
             MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN
             INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF
             BOTH EMPLOYEE AND EMPLOYER.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.

Employee:                      Employer:
Michael J. Wargo               Quality Dining, Inc.


/s/ Michael J. Wargo           By: /s/ John C. Firth
--------------------               -----------------
Employee Signature                 John C. Firth

                                   Executive Vice President &
                                   General Council