8

                   VICORP RESTAURANTS, INC.
          AMENDED AND RESTATED 1982 STOCK OPTION PLAN


Article I: Purpose
------------------

     VICORP Restaurants, Inc. ("Corporation"), by execution of
this document, amends and restates its 1982 Stock Option Plan.
The Plan means the Stock Option Plan set forth in this
document and subsequent amendments to it.  The effective date
of this Restated Plan is September 19, 1997.  The effective
date of the original Plan was June 29, 1982.

      The Plan is adopted in order that certain employees
(hereinafter referred to as "Employee" or "Optionee") of the
Corporation or its Subsidiary Corporations (as defined in
Article 3) may be given an inducement to acquire a proprietary
interest in the Corporation, to gain an added incentive to
advance the interests of the Corporation, and to remain in the
employ of the Corporation or one of its Subsidiary
Corporations.  Only non-qualified stock options may be granted
pursuant to this Plan.

      Any outstanding options granted under the original plan
shall be governed by this Plan from and after September 19,
1997.

Article II: Administration
--------------------------

      2.1 Committee: The Plan shall be administered by a
committee of non-employee Directors (as defined by Securities
& Exchange Commission Rule 16) appointed from time to time by
the Board of Directors of the Corporation.  Acts of a majority
of the Committee at a meeting, or acts approved in writing by
a majority  of the members of the Committee, shall be valid
acts of the Committee.  The Committee shall from time to time,
at its discretion, determine by resolution the eligible
employees, as defined in Article III, who shall be granted
options, the amount of stock to be optioned to each, the time
(within the limitations prescribed in Article VI) when such
options shall become exercisable and the conditions, if any,
which must be met prior to exercise.

     2.2 Construction: The interpretation and construction by
the Committee of any provisions of the Plan, or of any option
granted under it, shall be final.  No member of the Committee
shall be liable for any action or determination made in good
faith with respect to the Plan or any option granted under it.

     2.3 Indemnification: In addition to such other rights of
indemnification as they may have as directors or as members of
the Committee but subject to any law limiting the powers of
the Corporation, the members of the Committee shall be
indemnified by the Corporation against the reasonable
expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any action, suit,
or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the
Plan or any option granted thereunder, and against all amounts
paid by them in settlement thereof (provided such settlement
is approved by independent legal counsel selected by the
Corporation), or paid by them in satisfaction of a judgment in
any such action, suit, or proceeding, if the Committee member
acted in good faith and in a manner he reasonably believed to
be in the best interests of the Corporation; provided that
within ten days after institution of any such action, suit, or
proceeding, a Committee member shall in writing offer the
Corporation the opportunity, at its own expense, to handle and
defend the same.

Article III: Eligibility for Participation
------------------------------------------

      All employees of the Corporation, or any Subsidiary
Corporation, shall be eligible to participate in this Plan.
The term "Subsidiary Corporation" means any corporation (other
than the Corporation) in an unbroken chain of corporations
beginning with the Corporation, if, at the time of the
granting of the option, each of the corporations other than
the last corporation in the unbroken chain owns stock
possessing over fifty percent (50%) of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.  Options may be issued to the same
person on more than one occasion.

Article IV: Stock Subject to Plan
---------------------------------

      The stock for which options may be granted and which may
be sold pursuant to this Plan shall not, subject to Article
XII, exceed in the aggregate one million (1,000,000) shares of
the Corporation's common stock $.05 par value.  Such shares
shall be shares of the Corporation's authorized but unissued
or reacquired common stock.  All shares for which an option is
granted under this Plan, which for any reason are released
from such option, shall be available for the granting of
further options under this Plan.

Article V: Price Determination
------------------------------

      5.1 Price: The price of the common stock of the
Corporation offered to employees under this Plan by the grant
of an option to purchase stock shall be in no event less than
one hundred percent (100%) of the fair market value of such
stock on the date of the grant of the option.

      5.2 Methods of Determination: If the stock is listed
upon an established stock exchange, such fair market value
shall be the close price on such stock exchange on the day the
option is granted, or if no sale of the Corporation's stock
shall have been made on the stock exchange on that day, on the
next preceding day on which there was a sale of such stock.
During such time as such stock is not listed upon an
established stock exchange, the fair market value per share
shall mean (1) if the stock is not actively traded in the over-
the-counter market, an amount arrived at by the Board of
Directors by applying any reasonable valuation method; and (2)
if the stock is actively traded in the over-the-counter
market, the close price of the stock in the over-the-counter
market on the day the option is granted as reported by the
National Association of Securities Dealers, Inc., or National
Quotation Bureau, Inc. Subject to the foregoing, the
Committee in fixing the option price shall have full authority
and discretion and be fully protected in doing so.

Article VI: Term of Options
---------------------------

      The term of each option may be as long as ten years and
one day from the date of grant or any shorter period as
determined by the Committee each time it grants an option but
shall be subject to earlier termination as subsequently
provided.

Article VII: Exercise of Options
--------------------------------

      7.1  Schedule for Exercise: Immediately after an option
is granted, it may be exercised for up to one hundred percent
(100%) of the total shares included in the option; however,
the Committee, upon granting any option, may impose any
restriction on the time of exercise that it chooses.  Any such
restriction shall be included in the option agreement.

      7.2  Exchange and SEC Requirements: No shares may be
issued under any option until all requirements of any exchange
upon which shares of the Corporation's stock may be listed and
of the Securities and Exchange Commission with regard to the
sale and issuance of the shares have been complied with.

Article VIII: Date of Grant and Form of Agreement
-------------------------------------------------

     Each option granted under this Plan, unless otherwise
specifically indicated, shall be granted as of the date of the
Committee resolution conferring the option ("date of grant"),
and the Committee shall notify the recipient of the grant in
writing delivered in duplicate either in person or by mail.
The notification shall serve as the option agreement and shall
contain a summary of the essential terms and conditions of the
Plan.  Receipt of the notification shall be acknowledged by
the employee on the duplicate copy, and by such
acknowledgment, the employee shall agree that in consideration
of such option the employee will abide by all the terms and
conditions of the Plan.  The employee shall return the
duplicate copy to the Corporation either by delivery in person
or by mail.  Any inconsistencies between the terms of the Plan
and the terms of the option agreement shall be governed by the
terms of the Plan.

Article IX: Manner of Exercise
------------------------------

     9.1 Notice to the Corporation:  Each exercise of an
option granted under this Plan shall be made by the delivery
by the employee (or his legal representative, as the case may
be) of written notice of such election to the Corporation,
either in person or by mail to its mailing address, stating
the number of shares with respect to which the option is being
exercised and specifying a date on which the shares will be
taken and payment made therefor.  The date shall be at least
fifteen (15) days after the giving of such notice, unless an
earlier date shall have been mutually agreed upon.

     9.2 Issuance of Stock:  On the date specified in the
notice of election, the Corporation shall deliver, or cause to
be delivered, the number of shares with respect to which the
option is being exercised, against payment therefor.  No
shares shall be issued until full payment therefor shall have
been made.  The manner of payment shall be in a form
acceptable to the Committee.  In addition, in order to enable
the Corporation to meet any applicable federal (including
FICA), state, and local withholding tax requirements, the
employee shall also be required to pay the amount of tax to be
withheld at the time of exercise.  In the event of any failure
to take and pay, on the date stated, for the full number of
shares specified in the notice of election, the option shall
become inoperative only as to those shares which are not
taken, but shall continue with respect to any remaining shares
subject to the option as to which exercise has not yet been
made.

     9.3 SEC Action: If any law or regulation of the
Securities and Exchange Commission or of any other body having
jurisdiction shall require any action to be taken in
connection with the shares specified in a notice of election
before the shares can be delivered, then the date stated for
issuance of the shares shall be postponed until such action
can be taken.

Article X: Assignment Prohibited
--------------------------------

      Any option granted under this Plan shall, by its terms,
be exercisable during the lifetime of the employee only by the
employee.  It shall not be assigned, pledged, or hypothecated
in any way, shall not be subject to execution, and shall not
be transferable by the employee otherwise than by will or laws
of descent and distribution.  Any attempt of assignment,
pledge, hypothecation, or other disposition of any option
contrary to the provisions of this Plan, and the levy of any
attachment or similar proceeding upon any option shall be null
and void.

Article XI: Termination of Employment
-------------------------------------

      11.1 Termination Other Than at Death or Disability: If
the employment of an employee terminates for any reason other
than death or disability, any options granted to the employee
under the Plan, which have not expired by their terms or been
exercised, shall be canceled three months after the effective
date of the employee's termination of employment.  The
transfer of an employee from the employ of the Corporation to
the employ of a Subsidiary Corporation, or vice versa, or from
one Subsidiary Corporation to another Subsidiary Corporation,
shall not be deemed a termination of employment for purposes
of the Plan.

     11.2 Termination at Death or Disability: In the event of
the death of an employee, any option held by the employee at
the time of death shall be transferred as provided in the
employee's will or as determined by the laws of descent and
distribution, and may be exercised, in whole or in part, by
the estate of the employee, or by any person who acquired such
option by bequest or inheritance from the employee, at any
time or from time to time within twelve months after the date
of death, and provided that it is exercised within the time
prescribed in the option agreement.  In the event of the
disability of an employee, any option held by the employee may
be exercised, in whole or in part, by the employee or his
personal representative at any time or from time to time
within twelve months after the date of disability to the
extent the option is exercisable on the date of disability,
and provided that it is exercised within the time prescribed
in the option agreement.  Disability and time of disability
shall be determined by the Committee.   The Committee may
shorten the exercise time after death or disability for any
options by specifying the shorter time in any such option
agreement.

Article XII: Changes in Capital Structure
-----------------------------------------

      12.1  Stock Dividends and Split-Ups: If the Corporation
shall, at any time prior to the termination date of the Plan,
change its issued stock (of the class optioned) into a greater
number of shares of stock through a stock dividend or split-up
of shares, the number of shares of stock subject to the Plan
and the number of shares of stock deliverable with respect to
each payment of the specified option price per share in
connection with each exercise of an outstanding option after
the record or effective date of such stock dividend or split-
up of shares shall be proportionately increased.  Conversely,
if the issued stock (of the class optioned) of the Corporation
shall, at any time within such period, be combined into a
smaller number of shares of stock, the number of shares of
stock subject to the Plan and the number of shares of stock
deliverable with respect to each payment of the specified
option price per share in connection with the exercise of an
option after the record or effective date of such combination
of shares shall be proportionately reduced.  Notwithstanding
any such proportionate increase or decrease, no fraction of a
share of stock shall be issued on the exercise of an option.

     12.2 Reorganization: If within the duration of an option
there shall be a corporate merger, consolidation, acquisition
of assets, or other reorganization, and if such transaction
shall affect the optioned stock, the employee shall thereafter
be entitled to receive upon exercise of his option those
shares or securities that the employee would have received had
the  option been exercised prior to such transaction  and  the
employee had been a stockholder of the Corporation with
respect to such shares.

      12.3 Liquidation: Upon the complete liquidation of the
Corporation, other than pursuant to a plan of reorganization
above-mentioned, any unexercised options granted under this
Plan shall be canceled.  In the event of the complete
liquidation of a Subsidiary Corporation employing the employee
or in the event such corporation ceases to be a Subsidiary
Corporation, any unexercised part of any option granted shall
be canceled unless the employee shall become employed by the
Corporation or another Subsidiary Corporation concurrently
with such event.  Nothing in this section shall prevent any
corporation from assuming or substituting an option as
provided in paragraph 12.4.

        12.4 Assumption or Substitution of Options:
Notwithstanding anything in this Plan to the contrary, in
connection with any corporate transaction to which Section
425(a) of the Internal Revenue Code of 1986 is applicable,
there may be a substitution of a new option for an old option
granted under this Plan or an assumption of an old option
granted under this Plan.  Any optionee who has a new option
substituted for an old option granted under this Plan shall,
in connection with the corporate transaction, lose the rights
under the old option.  Nothing in the terms of the assumed or
substituted option shall confer on the optionee more favorable
benefits than the optionee had under the old option.

      12.5 Substitution or Cancellation Upon Acquisition: As
used in this Article 12.5, "Acquisition Event" means (1) any
sale or other disposition of all or substantially all of the
assets of the Corporation or of any Subsidiary Corporation
pursuant to a plan which provides for the liquidation of the
Corporation or any Subsidiary Corporation, (2) any exchange by
the holders of all of the outstanding shares of the common
stock for securities issued by another entity, or in whole or
in part for cash or other property, pursuant to a plan of
exchange approved by the holders of a majority of such
outstanding shares, or (3) any transaction to which Section
425(a) of the Code applies and to which the Corporation or a
Subsidiary Corporation is a party in connection with any
Acquisition Event and upon such terms and conditions as the
Committee may establish:

                (a) The Committee may waive any limitation
     applicable to any option granted to the optionee by this
     Plan so that such option, from and after a date prior to
     the acquisition Event that is specified by the Committee,
     shall be exercisable in full.
     
                 (b) If the Committee so determines, the
     optionee may be given the opportunity to make a final
     settlement for the entire unexercised portion of any
     option granted by this Plan, including any portion not
     then currently exercisable, in any one or more of the
     following manners: (i) surrender such unexercised
     portion for cancellation in exchange for the payment in
     cash of an amount not less than the difference  between
     the  value per share of common stock as measured by the
     value to be received by the holders of the outstanding
     shares of common stock pursuant to the terms of the
     Acquisition Event, as determined by the Committee in its
     discretion, and the price at which such option is or
     would become exercisable, multiplied by the number of
     shares represented by such unexercised portion; (ii)
     exercise such option, including any portion not then
     otherwise currently exercisable, prior to the Acquisition
     Event so that the optionee would be entitled, with
     respect to shares thereby acquired to participate in the
     Acquisition Event as a holder of common stock; or (iii)
     surrender such option for cancellation in exchange for a
     substitute option, with or without a related stock
     appreciation right, providing substantially equal
     benefits and granted or to be granted by an employer
     corporation, or a parent or subsidiary of such employer
     corporation, that after the Acquisition Event is expected
     to continue to conduct substantially the same business as
     that acquired from the Corporation or any Subsidiary
     Corporation pursuant to the Acquisition Event.  If the
     optionee is given one or more such opportunities with
     respect to the entire unexercised portion of any option
     granted by this Plan, the option may be canceled by the
     Corporation upon the occurrence of the Acquisition Event
     and thereafter the optionee will be entitled only to
     receive the appropriate benefit pursuant to clause (i),
     (ii), or (iii) above, whichever may be applicable.  The
     provisions of this Section 12.5 are not intended to be
     exclusive of any other arrangements that the Committee
     might approve for settlement of any or all outstanding
     options in connection with an Acquisition Event or
     otherwise.

Article XIII: Rights as a Stockholder
-------------------------------------

     An employee shall not by reason of the Plan or any option
granted pursuant to the Plan have any rights of a stockholder
of the Corporation.  Except as provided in the first sentence
of Article 12.1 with respect to a stock dividend, no
adjustment shall be made for dividends (ordinary or extra-
ordinary, whether in cash, securities, or other property) or
distributions or other rights for which the record date is
prior to the date such stock certificate is issued.

Article XIV: Governing Law
--------------------------

      Options granted under this Plan shall be construed and
shall take effect in accordance with the laws of the State of
Colorado.

Article XV: Amendment
---------------------

     The Board of Directors may amend or discontinue this Plan
at any time provided that no unexercised option granted under
this Plan may be altered or canceled, except in accordance
with its terms, without the written consent of the participant
to whom such option was granted.  From time to time the Board
of Directors may amend this Plan to clarify the meaning of any
of its provisions.  Any such clarifying amendment shall not
confer any additional benefit on any optionees under the Plan,
nor shall it effect a modification of the Plan or options
previously or subsequently granted under the Plan.

Article XVI: Term of the Plan
-----------------------------

     No option shall be granted hereunder after June 29, 2002.

       IN WITNESS WHEREOF, VICORP Restaurants, Inc., has
executed this Plan by its officers, duly authorized by its
Board of Directors, and affixed its corporate seal, this 19th
day of September, 1997.

                              VICORP Restaurants, Inc.




By /s/ Charles R. Frederickson
  ---------------------------- 
  Charles R. Frederickson, Chairman

[Corporate Seal]

ATTEST:


/s/ Stanley Eerckson, Jr.
-------------------------
Stanley Ereckson, Jr., Secretary