February 16, 1995

James F. Caruso
173 Marion Street
Denver, Colorado  80218

Re:  Employment Severance and Release Agreement

Dear Mr. Caruso:

The purpose of this letter is to put into written form the
agreement with respect to your termination of employment with
VICORP Restaurants, Inc. ("VICORP").  The agreement is:

Employment:  You will be relieved of any further duties with
VICORP on February 16, 1995.  Your status as an employee shall
terminate on February 17, 1995.

Salary:  VICORP shall pay you your base salary through February
17, 1995, plus any accrued and unused vacation through that date.
Federal and state withholding and other authorized deductions
shall be taken from those amounts.  Such payments shall be made
to you by no later than February 17, 1995.

Benefits:  Your entitlement to participate in the benefits
offered by VICORP shall cease as of February 17, 1995.  Any
rights accrued under those plans to the date of termination shall
be governed by the provisions of the respective plans.
Notwithstanding that fact, however, you will be provided
continuation rights with respect to medical and dental benefits
as required under the Consolidated Omnibus Budget Reconciliation
Act of 1985 ("COBRA").

Stock Options:  VICORP confirms your right to exercise until May
18, 1995 any options which were granted to you to purchase
VICORP's common stock and which were vested as of February 17,
1995.  In no event, however, shall any granted but unvested
options vest subsequent to February 17, 1995.

Severance:  VICORP shall pay to you $201,666, less appropriate
federal and state withholding, as severance pay in recognition of
your service to VICORP.  The payment shall be made to you in a
lump sum payment immediately after the expiration of the
revocation period provided for in this agreement.

Confidential Information:  In the course of your employment, you
have been exposed to trade secrets and other information which is
of vital importance to VICORP's business.  All information,
whether written or not, regarding VICORP's business, is
confidential.  You agree that you will not, directly or
indirectly, at any time disclose any trade secrets or
confidential information of VICORP which you have obtained during
the course of your employment with VICORP.  Nothing in this
agreement shall prevent you from using your general knowledge,
skill and experience in gainful employment by a third party
subsequent to your termination from VICORP.

Return of Documents:  You have agreed to immediately return to
VICORP any and all keys, charge cards, company documents, and any
and all other items of VICORP which are in your possession.

Continued Assistance:  You have agreed to continue to cooperate
with VICORP as needed with regard to any legal action which may
necessitate your involvement and which arose during your tenure
with VICORP.  Any out-of-pocket expenses incurred by you in
connection with your involvement shall be paid by VICORP.

Out-Placement Assistance:  You will be eligible to receive the
three-month out-placement package at the Company's expense
through the firm of AIM/Enterchange.

Mutual Release:  Except for any obligations described in this
letter, you hereby release VICORP and its officers, directors,
shareholders, and employees; and VICORP hereby releases you from
any and all claims, agreements, promises, actions, and
obligations that each may have against the other arising out of
the employment relationship.  This release covers claims and
obligations, even if they are unknown at this time, including but
not limited to any contract or tort claims and any claims based
on rights under the Age Discrimination in Employment Act of 1967,
29 U.S.C. 621.  VICORP and you also agree as to any such claim
neither VICORP nor you will start or pursue any complaint or
proceeding against the other before any court, tribunal or
governmental agency.  In consideration for the foregoing release,
VICORP shall pay to you $18,333 at the expiration of the
revocation period defined below.

Miscellaneous:  You are entering into this agreement freely and
voluntarily and acknowledge that you have been advised of your
right to consult legal counsel and that you have had an
opportunity to do so.  In the event any term of this agreement is
unenforceable, then such unenforceable term would be altered so
as to be enforceable.  If that is not possible, then it will be
deleted from this agreement and the remaining part of the
agreement will remain in effect.  This agreement constitutes the
entire agreement between the parties with respect to this matter
and supersedes any prior agreements, whether oral or written.
Any change or modification of this agreement to be valid must be
in writing signed by each of us and the terms and provisions of
this agreement shall be binding upon our respective successors,
assigns, heirs, executors, administrators, and representatives.

Revocation Period:  You (a) shall have a period of twenty-one
(21) days from the date of delivery of this agreement to accept
the agreement, and (b) shall have seven (7) days following your
execution of this agreement during which you may revoke the
agreement by providing VICORP written notice of your revocation.
If this agreement is not revoked by you during said seven (7) day
period, it shall be deemed accepted.  The provisions of this
agreement relating to severance, outplacement assistance, and
mutual release shall not be effective or enforceable until the
revocation period has expired; all other provisions shall be
effective as of February 17, 1995.

Sincerely,

/s/ J. Michael Jenkins                                        

                                       Accepted and agreed to
    J. Michael Jenkins
    President
                                        /s/ James F. Caruso
                                            James F. Caruso

SE/ts
                         17 February 1995
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