INCENTIVE PROGRAM DOCUMENT
               Defined Positions of Officers and Director
                              
                              
                              
                                                 APPROVALS
                                                 ---------

                              Buck Frederickson             12/14/98
                              ______________________________________
                              Buck Frederickson, Chairman       Date



Effective:     November 2, 1998
Supersedes:    All previous stated and/or implied compensation and incentive
               plans.

This compensation plan is applicable to all Corporate (or non-operating)
Officer-level positions and select Director-level positions within VICORP 
Restaurants, Inc. (hereafter referred to as VICORP).  Attachment A to this 
Plan Document details the defined positions.  This plan defines the method
of compensation for the period beginning November 2, 1998 and ending 
October 31, 1999.


BASE COMPENSATION

A.   Base compensation is defined as that compensation paid bi-weekly.  Where
     applicable, vacation and holiday pay will be predicated upon the base 
     compensation rate.
     
B.   Base compensation will be determined based upon using the approved 
     salary wage rates and salary wage ranges as a guideline.
     
C.   Participants in this program will be reviewed on an annual basis and any 
     adjustments to the base rate will be based upon overall performance and 
     wage range placement.  Any merit increase approved must be such that the 
     resulting salary is within the wage range for the position.  Officer
     compensation must be approved by the Compensation Committee of VICORP's 
     Board of Directors.


BONUS PROGRAM

A.   General.  Participants are eligible by virtue of assignment to an 
     officer or director level position that is not eligible for any other 
     Incentive Program (i.e., field).  A list of approved bonus eligible 
     positions for FY'99 is detailed on Attachment A.  The bonus program is 
     predicated upon achievement of overall VICORP performance against a set
     baseline Earnings Before Interest and Taxes (E.B.I.T.) target.  
     NOTE:  E.B.I.T. will be computed in accordance with Generally Accepted 
     Accounting Principles.
     
B.   Bonus.  The bonus plan is established based upon attainment of E.B.I.T. 
     For Fiscal Year 1999, Target E.B.I.T. is $19,397,000 (which is before 
     payment of bonuses).                                           
     
C.   Distribution of Bonus
     
     Eligible individuals participate in the bonus based upon:
     
     1.   The target bonus percentage assigned to the position; and,
     
     2.   The attainment of the E.B.I.T. Target.
     
     The following chart summarizes the method of payout.
<TABLE>
<CAPTION>
     
      % of E.B.I.T.      % OF Target    ------------- Payout % --------------
     Target Attained       Payout       Level 1   Level 2   Level 3   Level 4
     ---------------     -----------    -------   -------   -------   -------
<S>                        <C>          <C>        <C>      <C>      <C>
          80%                25%         8.75%      7.5%     6.25%     3.75%
          85%                45%        15.75%     13.5%    11.25%     6.75%
          90%                65%        22.75%     19.5%    16.25%     9.75% 
          95%                85%        29.75%     25.5%    21.25%    12.75%
         100%               100%        35%        30%      25%       15%
         105%               110%        38.5%      33%      27.5%     16.5%
         110%               120%        42%        36%      30%       18%
         115%               130%        45.5%      39%      32.5%     19.5%
         120%               140%        49%        42%      35%       21%
          greater
</TABLE>

     The targeted bonus percentages assigned to positions are as follows:

     Corporate Executive Vice Presidents                    35%
     Sr. Vice Presidents                                    30%
     Vice President                                         25%
     Defined Director-level Positions                       15%

     These percentages are applied to the incumbent's base salary as of 
     October 31, 1998.


     Individual participants will be advised of their eligibility and their 
     target %..


PAYMENT OF BONUSES

A.   Bonus payments will be made within 90 days following the end of the 
     fiscal year close.  Payments are subject to normal tax withholding and 
     are paid via the payroll system.  Bonus eligible participants must be 
     actively employed at the end of the fiscal year to be eligible for 
     payment.


GENERAL CONDITIONS

A.   This Plan does not constitute a contract of employment and does not in 
     any way diminish or limit VICORP Restaurants, Inc. to terminate the 
     employment of any individual at will, at any time, and at its sold 
     discretion.
     
B.   Management may, at its discretion and at any time, change, modify, amend 
     or discontinue this Plan without advance notification.
     
C.   Neither this, nor any other document, is intended to be construed as a 
     guarantee of employment nor a guarantee base or incentive compensation.  
     Compensation targets are often expressed in terms of annual dollars for 
     ease of communication.  In no way should annualized salary targets be 
     construed as "promises to pay" or entitlements.
     
D.   The Corporation's audited financial statements serve as the documents 
     against with bonus is earned and computed.
     
E.   Initial participation (by virtue of assignment to a bonus-eligible 
     position) will be pro-rated based upon the number of full months the 
     incumbent is in a bonus-eligible position.
     
F.   Transfers from a bonus-eligible position to a non-bonus eligible 
     position during the course of the fiscal year will result in no bonus 
     consideration for that fiscal year.
     
G.   Should there be an extraordinary event such as an acquisition, merger, 
     divestiture, extraordinary expenses, etc. that positively, negatively, 
     or materially affects E.B.I.T., the E.B.I.T. threshold numbers will be
     reevaluated.