**Exhibit10.32**

**EMPLOYMENT AGREEMENT**

This **EMPLOYMENTAGREEMENT** (this “**EmploymentAgreement**”) is made this 26th day of June, 2006, by and between **VICORP Restaurants, Inc.**, a Coloradocorporation (the “**Company**”), and**JEFFRY L. GUIDO (**“**Executive**”).

**WHEREAS**, theCompany and its subsidiaries are engaged in the business of (i) operating andmanaging family dining restaurants and enterprises and (ii) conducting suchother activities as are undertaken from time to time by the Company,VI Acquisition Corp., a Delaware corporation (the “**Parent**”), and each of their subsidiaries asa result of future acquisitions, or otherwise (collectively, the “**Business**”);

**WHEREAS**, theCompany desires to employ Executive, and Executive desires to be employed bythe Company, as the President, Village Inn Division, of the Company; and

**WHEREAS**, theCompany and Executive desire to enter into this Employment Agreement toevidence the terms and conditions of such employment.

**NOW, THEREFORE**, inconsideration of the foregoing and the mutual covenants and promises in thisEmployment Agreement, the parties agree as follows:

1.             **Employment**.  The Company hereby agrees to employ Executiveas President, Village Inn Division, of the Company, and Executive hereby agreesto accept such employment and agrees to act as President, Village Inn Division,of the Company, all in accordance with the terms and conditions of thisEmployment Agreement.  Executive herebyrepresents and warrants that neither Executive’s entry into this EmploymentAgreement nor Executive’s performance of Executive’s obligations hereunder willconflict with or result in a breach of the terms, conditions or provisions ofany other agreement or obligation of any nature to which Executive is a partyor by which Executive is bound, including, without limitation, any developmentagreement, non-competition agreement or confidentiality agreement entered intoby Executive.

2.             **Term of Employment and Automatic Renewal**.  The term of Executive’s employment under thisEmployment Agreement will commence on the date of this Employment Agreement andwill continue until the third (3rd) anniversary of the date of thisEmployment Agreement (the “**Initial EmploymentPeriod**”).  **THE INITIAL EMPLOYMENT PERIOD AND ANY RENEWALEMPLOYMENT PERIOD (AS DEFINED HEREIN) SHALL AUTOMATICALLY BE RENEWED ANDEXTENDED ON THE SAME TERMS AND CONDITIONS CONTAINED HEREIN FOR CONSECUTIVEONE-YEAR PERIODS (EACH, A “RENEWAL EMPLOYMENT PERIOD”), UNLESS NOT LATER THANSIXTY (60) DAYS PRIOR TO THE END OF THE INITIAL EMPLOYMENT PERIOD OR ANYRENEWAL EMPLOYMENT PERIOD, AS THE CASE MAY BE, EITHER PARTY SHALL GIVE WRITTENNOTICE TO THE OTHER PARTY OF ITS ELECTION TO TERMINATE THIS EMPLOYMENTAGREEMENT. **The Initial 

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Employment Period and theRenewal Employment Periods are hereinafter referred to as the “**Employment Period**.”  Notwithstanding anything to the contrarycontained herein, the Employment Period is subject to earlier terminationpursuant to **Section 11** below.

3.             **Position and Responsibilities**.  Executive shall report to and be subject tothe direction of the Chief Executive Officer of the Company.  Executive shall perform and discharge suchduties and responsibilities for the Company as the Chief Executive Officer mayfrom time to time reasonably assign Executive. Executive understands and acknowledges that such duties shall be subjectto revision and modification by the Chief Executive Officer upon reasonablenotice to Executive.  During theEmployment Period, Executive shall devote Executive’s full business time,attention, skill and efforts to the performance of Executive’s duties herein,and shall perform the duties and carry out the responsibilities assigned toExecutive, to the best of Executive’s ability, in a diligent, trustworthy andbusinesslike manner for the purpose of advancing the Company.  Executive acknowledges that Executive’sduties and responsibilities will require Executive’s full-time businessefforts and agrees that during the Employment Period, Executive will not engagein any outside business activities that conflict with his obligations underthis Employment Agreement.

# 4.             **Compensation**.

(a)           **BaseSalary**.  During theEmployment Period, the Company shall pay to Executive a base salary at the rateof $214,000.00 per year (the “**Base Salary**”),less applicable tax withholding, payable at the Company’s regular employeepayroll intervals.  Executive’sperformance shall be reviewed annually and the Base Salary may be increased atthe Company’s sole discretion.

(b)           **DiscretionaryBonus**.  During theEmployment Period, Executive shall be eligible to earn an annual bonus targetedat forty percent (40%) of his Base Salary upon the achievement of Village InnEBITDA versus plan, as well as the Company’s corporate bonus plan, which budgetand goals shall be determined by the Board in its sole discretion.

(c)           **Stock**.  Pursuant to that certain senior managementagreement to be entered into between Parent and the Executive (the “**Management Agreement**”), the Executive willpurchase certain shares of capital stock of Parent (the “**Executive Stock**”), which shares ofExecutive Stock shall be subject to certain vesting, repurchase and otherobligations and restrictions set forth in the Management Agreement, theRegistration Rights Agreement and that certain stockholders agreement enteredinto among Parent, Executive, the Investors (as defined in a stock purchaseagreement among Parent, Investors and certain executives of the Company) andcertain other shareholders of Parent (the “**StockholdersAgreement**”).

# 5.             **Benefit Plans**. During the Employment Period, Executive will be entitled to receive thesame employment benefits provided to other senior executive officers of theCompany (subject to any applicable waiting periods, eligibility requirements,or other restrictions), which benefits may include insurance (medical, dental,life, disability), retirement plans and profit sharing plans.

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# 6.             **Expenses**.  The Company, in accordance with policies andpractices established from time to time, will pay or reimburse Executive forall expenses (including travel and cell phone expenses) reasonably incurred byExecutive during the Employment Period in connection with the performance ofExecutive’s duties under this Employment Agreement, provided that Executiveshall provide to the Company documentation or evidence of expenses for whichExecutive seeks reimbursement.

# 7.             **Vacation**.  Executiveshall be entitled to vacation at the rate of four (4) weeks per year to beaccrued and taken in accordance with the Company’s vacation policy from time totime in effect.  Vacation which isaccrued but not used in a given year will be forfeited as of the end of thatyear.

# 8.             **Confidentiality, Inventions and Non-Solicitation Agreement**.    On the date hereof, Executive shall executea confidentiality, inventions and non-solicitation agreement, in the form of **Exhibit A** attached hereto and made a parthereof (the “**Confidentiality, Inventions andNon-Solicitation Agreement**”).

# 9.             **Restrictive Covenants**.

## (a)           **Executive’s Acknowledgment.**  Executive acknowledges that: (i) Parentand the Company are and will be engaged in the Business during the EmploymentPeriod and thereafter; (ii) Parent and the Company are and will beactively engaged in the Business throughout the world; (iii) Executive isone of a limited number of persons who will be developing the Business;(iv) Executive will occupy a position of trust and confidence with theCompany after the date of this Employment Agreement and during the EmploymentPeriod Executive will become familiar with Parent’s and the Company’s and eachof their subsidiaries’ and portfolio companies (collectively, the “**Group**”) trade secrets and with other proprietary andconfidential information concerning the Group and the Business (and the otherbusinesses of the Group); (v) the agreements and covenants contained in this**Section 9** are essential to protect theGroup and the goodwill of the Business and are a condition precedent to theCompany entering into this Employment Agreement; (vi) Executive’semployment with the Company has special, unique and extraordinary value to theCompany and Parent and the Company would be irreparably damaged if Executivewere to provide services to any person or entity in violation of the provisionsof this Employment Agreement; and (vii) Executive has means to supportExecutive and Executive’s dependents other than by engaging in the Business,and the provisions of this **Section 9** willnot impair such ability.

## (b)           **Restrictions.**  Executive will not, during the RestrictedPeriod (as defined below), anywhere in North America (the “**RestrictedTerritory**”), directly or indirectly (whether as an owner, partner,shareholder, agent, officer, director, employee, independent contractor,consultant, or otherwise) own, operate, manage, control, invest in, performservices for, or engage or participate in any manner in, or render services to(alone or in association with any person or entity) or otherwise assist anyperson or entity in, the following entities, or in any entity or entitiesdirectly or indirectly related to the following entities:  Bob Evans’; IHOP; Denny’s; Perkin’s; MarieCallender’s; Mimi’s; Cracker Barrel; Coco’s; and Carrows.

The term **“Restricted Period”** means the period oftime from the date of this Employment Agreement until one (1) year after thetermination for any reason of Executive’s 

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employment relationship with the Group or anysuccessor thereto (whether pursuant to a written agreement or otherwise,including any Renewal Employment Period under this Employment Agreement).  The Restricted Period shall be extended for aperiod equal to any time period that Executive is in violation of **Section 9**. Nothing contained in **Section 9(b)**above shall be construed to prevent Executive from investing in the stock ofany competing corporation listed on a national securities exchange or traded inthe over-the-counter market, but only if Executive is not involvedin the business of said corporation and if Executive and Executive’s associates(as such term is defined in Regulation 14(A) promulgated under the SecuritiesExchange Act of 1934, as in effect on the date hereof), collectively, do notown more than an aggregate of one percent (1%) of the stock of suchcorporation.

## (c)           **Scope/Severability.**  The parties acknowledge that the business ofParent and the Company is and will be national in scope and thus the covenantsin this **Section 9** would be ineffective if thecovenants were to be limited to a particular geographic area.  If any court of competent jurisdiction at anytime deems the Restricted Period unreasonably lengthy, or the Restricted Territoryunreasonably extensive, or any of the covenants set forth in this **Section 9** not fully enforceable, the other provisions ofthis **Section 9**, and this EmploymentAgreement in general, will nevertheless stand and to the full extent consistentwith law continue in full force and effect, and it is the intention and desireof the parties that the court treat any provisions of this Employment Agreementwhich are not fully enforceable as having been modified to the extent deemednecessary by the court to render them reasonable and enforceable and that thecourt enforce them to such extent (for example, that the Restricted Period bedeemed to be the longest period permissible by law, but not in excess of thelength provided for in **Section 9(b)**,and the Restricted Territory be deemed to comprise the largest territorypermissible by law under the circumstances but not in excess of the territoryprovided for in **Section 9(b)**).

# 10.           **EquitableRemedies**.  Executiveacknowledges and agrees that the agreements and covenants set forth in the Confidentiality,Inventions and Non-Solicitation Agreement and in **Section 9** of this Employment Agreement are reasonable andnecessary for the protection of Parent’s and the Company’s business interests,that irreparable injury will result to Parent and the Company if Executivebreaches any of the terms of said covenants, and that in the event of Executive’sactual or threatened breach of any such covenants, Parent and the Company willhave no adequate remedy at law. Executive accordingly agrees that, in the event of any actual orthreatened breach by Executive of any of said covenants, Parent and the Companywill be entitled to immediate injunctive and other equitable relief, withoutbond and without the necessity of showing actual monetary damages.  Nothing in this **Section 10** will be construed as prohibiting Parent or theCompany from pursuing any other remedies available to them for such breach orthreatened breach, including the recovery of any damages that they are able toprove.

# 11.           **Termination**.  Notwithstanding anything in **Section 2** of this Employment Agreement tothe contrary, Executive’s services shall terminate upon the first to occur ofthe following events:

## (a)           **Death.**  The Employment Period will terminateimmediately upon the death of Executive. If the Employment Period is terminated pursuant to this **Section 11(a)**, the 

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## Company shallhave no further obligation to Executive (or his estate) except for Base Salaryand benefits accrued through the date of termination.

## (b)           **Due Cause.**  The Company may terminate the EmploymentPeriod immediately upon written notice to Executive for Due Cause.  The following events will be deemed toconstitute “**Due****Cause**”:

### (i)                                     Executive’sbreach of any of Executive’s obligations under the Confidentiality, Inventionsand Non-Solicitation Agreement, this Employment Agreement, the ManagementAgreement, the Registration Rights Agreement or the Stockholders Agreement; or

### (ii)                                  Executive’sneglect of, willful misconduct in connection with the performance of, or refusalto perform Executive’s duties in accordance with **Section 3**of this Employment Agreement, which, in the case of neglect or refusal toperform, has not been cured to the Company’s good faith satisfaction withinthirty (30) days after Executive has been provided written notice of the sameand the corrective action required by the Company; or

### (iii)                               Executive’sengagement in any conduct which injures the integrity or reputation of theCompany or which impugns Executive’s own integrity or reputation so as to causeExecutive to be unfit to act in the capacity of President, Village Inn Divisionof the Company; or

### (iv)                              theExecutive’s commission of an act or acts constituting a felony, or any otheract or acts involving dishonesty, disloyalty or fraud against the Company.

If the Employment Period is terminated pursuant tothis **Section 11(b)**, the Companyshall have no further obligation to Executive except for Base Salary andbenefits accrued through the date of termination.

(c)           **PermanentDisability.**  The Companymay terminate the Employment Period upon the Permanent Disability (as definedbelow) of the Executive.  For purposes ofthis Employment Agreement, the term “**Permanent Disability**” shall mean thatExecutive is entitled to benefits under the Company’s long-term disabilityplan, or if no such plan exists, if the Executive is unable to perform, byreason of physical or mental incapacity, the essential functions of hisposition for ninety (90) or more days in any one hundred twenty (120) dayperiod.  If the Employment Period isterminated pursuant to this **Section 11(c)**,** **the Company shall have no furtherobligations to Executive except for Base Salary and benefits accrued throughthe date of termination.

## (d)           **Termination by the Company without Due Cause.**  The Company may terminate the EmploymentPeriod without Due Cause upon thirty (30) days’ prior written notice.  If the Employment Period is terminatedpursuant to this **Section 11(d)**, then Executive willbe entitled to receive as severance pay his Base Salary at the annual rate thenin effect for a period of twelve (12) months following the termination of hisemployment (the “**Severance Period**”), payable inaccordance with the Company’s payroll policy from time to time in effect.  Upon a 

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## termination under this **Section11(d)**, the Company may elect, within thirty (30) days of thetermination of the Employment Period, to extend the duration of the RestrictedPeriod for up to an additional twelve (12) month period by so notifyingExecutive.  If the Company elects to extendthe Restricted Period, the amount of severance pay shall be increased byone-twelfth (1/12) of his Base Salary, at the annual rate then in effect, foreach month by which the Restricted Period is extended.  In addition, if the Executive elects COBRAcontinuation coverage, the Company shall pay for such coverage through theSeverance Period at the same rate as it pays for health insurance coverage forits active employees (with the Executive required to pay for any employee paidportion of such coverage).  Nothingherein provided, however, shall be construed to extend the period of time overwhich such COBRA continuation coverage otherwise may be provided to theExecutive and/or her dependents. Notwithstanding the above, Executive shall receive such amounts only ifExecutive is not in material breach of any of the provisions of theConfidentiality, Inventions and Non-Solicitation Agreement and **Section 9 **of this Employment Agreement and has compliedwith **Section 11(f)** of this EmploymentAgreement.

## (e)           **Voluntary Resignation by Executive.**  Executive may terminate the Employment Periodat any time for any reason upon thirty (30) days’ prior written notice.   If the Employment Period is terminatedpursuant to this **Section 11(e)**, the Company shallhave no further obligation to Executive except for Base Salary and benefitsaccrued through the date of termination; provided, however, thatif Executive is terminating the Employment Period for Good Reason (as definedbelow), then Executive will be entitled to receive the severance benefits onthe terms and subject to all of the conditions and rights as described in **Section 11(d**).  Thefollowing events will be deemed “**Good Reason**”for which Executive may terminate the Employment Period and receive theseverance payments set forth in **Section 11(d)**:

### (i)                                     amaterial diminution of the Executive’s duties, responsibilities, position ortitle after notice to the Company and a thirty (30) day opportunity to cure; or

### (ii)                                  anymaterial breach of this Employment Agreement on the part of the Company(including, but not limited to, any decrease in the Base Salary without theconsent of the Executive), after notice to the Chief Executive Officer, and athirty (30) day opportunity to cure; provided, however, thatExecutive is not in material breach of any of the terms of this EmploymentAgreement.

## (f)            **General Release**.** **The receipt of anypayment as set forth in **Sections 11(d)-(e)**above shall be contingent upon Executive’s execution of an agreement acceptableto the Company that (i) waives any rights the Executive may otherwise haveagainst the Company and its Affiliates, (ii) releases the Company and itsAffiliates from actions, suits, claims, proceedings and demands related to theperiod of employment and/or the termination of employment, and(iii) contains certain other standard obligations which shall be set forthat the time of the termination.  Forpurposes of this Employment Agreement, the term “**Affiliates**”means any individual, corporation, partnership, association, joint-stock company,trust, unincorporated association or other entity (other than the Company) thatdirectly or indirectly, through one or more intermediaries, controls, iscontrolled by, or is under common control with, 

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## the Company including, without limitation, any member of an affiliatedgroup of which the Company is a common parent corporation as provided inSection 1404 of the Code.

(g)           **Survival.**  Termination of the Employment Period inaccordance with this **Section 11**,or expiration of the Employment Period, will not affect the provisions of thisEmployment Agreement that survive such termination, including, withoutlimitation, the provisions in the Confidentiality, Inventions andNon-Solicitation Agreement****and in **Section 9** of this Employment Agreement, andwill not limit either party’s ability to pursue remedies at law or equity.

# 12.           **ExecutiveAssistance**.  Both duringand after Executive’s employment with the Company, Executive shall, uponreasonable notice, furnish the Company with such information as may be in Executive’spossession or control, and cooperate with the Company, as the Company mayreasonably request (with due consideration to Executive’s business activitiesand obligations after the Employment Period), in connection with anylitigation, claim, or other dispute in which the Company or any of itsAffiliates is or may become a party.  TheCompany shall reimburse Executive for all reasonable out-of-pocket expensesincurred by Executive in fulfilling Executive’s obligations under this **Section 12**.

# 13.           **Effectof Prior Agreements**.  ThisEmployment Agreement, the Management Agreement, the Stockholders Agreement, theRegistration Rights Agreement and the Confidentiality, Inventions andNon-Solicitation Agreement****containthe entire understanding among Parent, the Company and Executive relating tothe subject matter hereof and supersede any prior employment agreement amongExecutive, Parent and the Company or other agreement relating to the subjectmatter hereof between Parent, the Company and Executive.  Executive agrees and acknowledges that he isentitled to no benefits or compensation and has no other rights against theCompany, the Parent, and their Affiliates, except as otherwise set forth inthis Employment Agreement and, to the extent any such benefits, compensation orrights are owed to him, expressly waives such benefits, compensation andrights.

# 14.           **Modificationand Waiver**.  ThisEmployment Agreement may not be modified or amended, nor may any provisions ofthis Employment Agreement be waived, except by an instrument in writing signedby the parties. No written waiver will be deemed to be a continuing waiverunless specifically stated therein, and each such waiver will operate only asto the specific term or condition waived and shall not constitute a waiver ofsuch term or condition for the future or as to any act other than thatspecifically waived.

# 15.           **Severability**.  If, for any reason, any provision of thisEmployment Agreement is held invalid, such invalidity will not affect any otherprovision of this Employment Agreement, and each provision will to the fullextent consistent with law continue in full force and effect.  If any provision of this Employment Agreementis held invalid in part, such invalidity will in no way affect the rest of suchprovision, and the rest of such provision, together with all other provisionsof this Employment Agreement, will, to the full extent consistent with law,continue in full force and effect.

# 16.           **Notices**.  Any notice, consent, waiver and othercommunications required or permitted pursuant to the provisions of thisEmployment Agreement must be in writing and will be deemed to have beenproperly given (a) when delivered by hand; (b) when sent by telecopier 

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# (with acknowledgment ofcomplete transmission), provided that a copy is mailed by U.S. certified mail,return receipt requested; (c) three (3) days after sent by certified mail,return receipt requested; or (d) one (1) day after deposit with a nationallyrecognized overnight delivery service, in each case to the appropriateaddresses and telecopier numbers set forth below:

| *If to the Company:*                     |   |                                  |   |
|------------------------------------------|--------|---------------------------------------|--------|
|                                     |   |                                  |   |
| VICORP Restaurants, Inc.                 |   | VICORP Restaurants, Inc.              |   |
| c/o Wind Point  Partners                 |   | 400 West 48th Avenue             |   |
| Suite 3700                               |   | Denver, Colorado    80216   |   |
| 676 North  Michigan Avenue               |   | Attn:   Debra Koenig        |   |
| Chicago,  Illinois   60611     |   | Fax:    (303) 672-2606 |   |
| Attn:   Michael  Solot         |   |                                  |   |
| Fax:    (312)  255-4820   |   |                                  |   |
|                                     |   |                                  |   |
| *With  a copy to:*                       |   |                                  |   |
|                                     |   |                                  |   |
| Sachnoff &  Weaver, Ltd.             |   |                                  |   |
| 30 South Wacker  Drive                   |   |                                  |   |
| Suite 2900                               |   |                                  |   |
| Chicago,  Illinois   60606     |   |                                  |   |
| Attn:   Seth  M. Hemming, Esq. |   |                                  |   |
| Fax:    (312)  207-6400        |   |                                  |   |
|                                     |   |                                  |   |
| *If  to Executive:*                      |   |                                  |   |
|                                     |   |                                  |   |
| Jeffry L. Guido                          |   |                                  |   |
| 5412 West  Prentice Circle               |   |                                  |   |
| Littleton,  Colorado 80123               |   |                                  |   |

 

Each party will be entitled to specify a differentaddress for the receipt of subsequent notices by giving written notice thereofto the other party in accordance with this **Section16**.

# 17.           **ThirdParty Beneficiaries**. Nothing herein expressed or implied is intended or shall be construed toconfer upon or give to any person or entity, other than the parties to thisEmployment Agreement and their respective permitted successors and assigns, anyrights or remedies under or by reason of this Employment Agreement.

# 18.           **Headings**.  The headings and other captions in thisEmployment Agreement are included solely for convenience of reference and willnot control the meaning and interpretation of any provision of this EmploymentAgreement.

# 19.           **GoverningLaw; Arbitration**.  ThisEmployment Agreement has been executed in the State of Illinois, and itsvalidity, interpretation, performance, and enforcement will be governed by thelaws of such state, except with respect to conflicts of laws principles.  Except for disputes arising out of an allegedviolation of the Restrictive Covenants set forth in the Confidentiality, Inventionsand Non-Solicitation Agreement** **andin **Section 9** of this EmploymentAgreement, any controversy or claim arising out of or relating to any provisionof this Employment Agreement or any other document or agreement referred toherein shall be resolved by arbitration. The arbitration process shall be instigated by either party givingwritten 

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# notice to the other ofthe desire for arbitration and the factual allegations underlying the basis forthe dispute.  The arbitration shall beconducted by such alternative dispute resolution service as is agreed to by theparties, or, failing such agreement within thirty (30) days after such disputearises, by arbitrators selected as described below in accordance with the rulesand procedures established by the American Arbitration Association.  Only a person who is a practicing lawyeradmitted to a state bar may serve as an arbitrator.  Each party shall select one arbitrator, andthose arbitrators shall choose a third arbitrator; these arbitrators shallconstitute the panel.  The AmericanArbitration Association rules for employment arbitration shall control anydiscovery conducted in connection with the arbitration.  The expenses of arbitration (other thanattorneys’ fees) shall be shared as determined by arbitration.  Each side to the claim or controversy shallpay their own attorneys’ fees.  Anyresult reached by the panel shall be binding on all parties to the arbitration,and no appeal may be taken.  It is agreedthat any party to any award rendered in such arbitration proceeding may seek ajudgment upon the award and that judgment may be entered thereon by any courthaving jurisdiction.  The arbitrationshall be conducted in the State of Colorado.

# 20.           **Non-Assignability/BindingEffect**.  The Executiveacknowledges that the services to be rendered by him are unique andpersonal.  Accordingly, the Executive maynot assign any of her rights or delegate any of his duties or obligations underthis Agreement.  The rights andobligations of the Company under this Agreement shall inure to the benefit ofand shall be binding upon the successors and assigns of the Company.

# 21.           **NoStrict Construction**.  Thelanguage used in this Employment Agreement will be deemed to be the languagechosen by the parties to express their mutual intent, and no rule of strictconstruction will be applied against any person.

**INWITNESS WHEREOF**, the Company has caused this EmploymentAgreement to be executed by its duly authorized officer and Executive hassigned this Employment Agreement, as of the date first above written.
|            | **VICORP Restaurants, Inc.** |
|------------|------------------------------|
| ** ** | ** **                   |
| ** ** | ** **                   |   |
|       | By:                          |   |   |
|       | Its:                         |   |   |
|       |                         |   |   |
|       |                         |   |   |
|       | **EXECUTIVE**                |   |
|       | ** **                   |   |
|       |                         |   |
|       |                         |   |
|       | **Jeffry L. Guido**          |   |

 

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**EXHIBIT A**

**CONFIDENTIALITY,INVENTIONS AND NON-SOLICITATION AGREEMENT**

In consideration of employment by VICORP Restaurants,Inc., a Colorado corporation, its successors or assigns (the “**Company**”) of Jeffry L. Guido (“**Executive**”), it is understood and agreed asfollows:

1.**             Confidential Information.**

(a)                                  Executiveacknowledges that the Confidential Information (as defined below) constitutes aprotectible business interest of the Company and its parent VI AcquisitionCorp., a Delaware corporation (“**Parent**”)and covenants and agrees that at all times during the period of Executive’semployment, and at all times after termination of such employment, Executivewill not, directly or indirectly, disclose, furnish, make available or utilizeany Confidential Information other than in the course of performing duties asan employee of the Company.  Executivewill abide by Company policies and rules as may be established from time totime by it for the protection of its Confidential Information.  Executive agrees that in the course ofemployment with the Company Executive will not bring to the Company’s officesnor use, disclose to the Company, or induce the Company to use, anyconfidential information or documents belonging to others.  Executive’s obligations under this **Section 1.a.** with respect to particularConfidential Information will survive expiration or termination of thisConfidentiality, Inventions and Non-Solicitation Agreement (this “**Agreement**”), and Executive’s employmentwith the Company, and will terminate only at such time (if any) as theConfidential Information in question becomes generally known to the publicother than through a breach of Executive’s obligations under this Agreement.

(b)                                 Asused in this Agreement, the term “**ConfidentialInformation**” means any and all confidential, proprietary or tradesecret information, whether disclosed, directly or indirectly, verbally, inwriting or by any other means in tangible or intangible form, including thatwhich is conceived or developed by Executive, applicable to or in any wayrelated to: (i) the present or future business of Parent, the Company or any oftheir Affiliates (as defined below); (ii) the research and development ofParent, the Company or any of their Affiliates; or (iii) the business of anyclient or vendor of Parent, the Company or any of their Affiliates.  Such Confidential Information includes thefollowing property or information of Parent, the Company and their Affiliates,by way of example and without limitation: trade secrets, processes, formulas, data, program documentation,customer lists, designs, drawings, algorithms, source code, object code,know-how, improvements, inventions, licenses, techniques, all plans orstrategies for marketing, development and pricing, business plans, financial statements,profit margins and all information concerning existing or potential clients,suppliers or vendors.  ConfidentialInformation of Parent and the Company also means all similar informationdisclosed to Parent or the Company by third parties which is 

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subject to confidentiality obligations. The term “**Affiliates**” means(i) all persons or entities controlling, controlled by or under common controlwith, Parent and/or the Company, (ii) all companies or entities in which Parentor the Company own an equity interest and (iii) all predecessors, successorsand assigns of the those Affiliates identified in (i) and (ii).

2.**             Returnof Materials.**  Upontermination of employment with the Company, and regardless of the reason forsuch termination, Executive will leave with, or promptly return to, the Companyall documents, records, notebooks, magnetic tapes, disks or other materials,including all copies, in Executive’s possession or control which containConfidential Information or any other information concerning Parent, theCompany, any of their Affiliates or any of their respective products, servicesor clients, whether prepared by the Executive or others.

3.**             Inventions as Sole Property ofthe Company**.

###### (a)                                  Executivecovenants and agrees that all Inventions (as defined below) shall be the soleand exclusive property of the Company.

###### (b)                                 Asused in this Agreement, the term “**Inventions**”means any and all inventions, developments, discoveries, improvements, works ofauthorship, concepts or ideas, or expressions thereof, whether or not subjectto patents, copyright, trademark, trade secret protection or other intellectualproperty right protection (in the United States or elsewhere), and whether ornot reduced to practice, conceived or developed by Executive while employedwith the Company or within one (1) year following termination of suchemployment which relate to or result from the actual or anticipated business,work, research or investigation of Parent, the Company or any of theirAffiliates or which are suggested by or result from any task assigned to orperformed by Executive for Parent, the Company or any of their Affiliates.

###### (c)                                  Executiveacknowledges that all original works of authorship which are made by her(solely or jointly) are works made for hire under the United States CopyrightAct (17 U.S.C., et seq.).

###### (d)                                 Executiveagrees to promptly disclose to the Company all Inventions, all original worksof authorship and all work product relating thereto.  This disclosure will include complete andaccurate copies of all source code, object code or machine-readablecopies, documentation, work notes, flow-charts, diagrams, test data,reports, samples and other tangible evidence or results (collectively, “**Tangible Embodiments**”) of such Inventions, works of authorshipand work product.  All TangibleEmbodiments of any Invention, work of authorship or work product relatedthereto will be deemed to have been assigned to the Company as a result of theact of expressing any Invention or work of authorship therein.

###### (e)                                  Executivehereby assigns to the Company (together with the right to prosecute or sue forinfringements or other violations of the same) the entire worldwide right,title and interest to any such Inventions or works made for hire, and Executive

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###### agrees to perform,during and after employment, all acts deemed necessary or desirable by theCompany to permit and assist it, at the Company’s expense, in registering,recording, obtaining, maintaining, defending, enforcing and assigningInventions or works made for hire in any and all countries.  Executive hereby irrevocably designates andappoints the Company and its duly authorized officers and agents as Executive’sagents and attorneys-in-fact to act for and in Executive’s behalfand instead of Executive, to execute and file any documents and to do all otherlawfully permitted acts to further the above purposes with the same legal forceand effect as if executed by Executive; this designation and appointmentconstitutes an irrevocable power of attorney and is coupled with an interest.

###### (f)                                    Withoutlimiting the generality of any other provision of this **Section 3**,Executive hereby authorizes the Company and each of its Affiliates (and theirrespective successors) to make any desired changes to any part of any Invention,to combine it with other materials in any manner desired, and to withholdExecutive’s identity in connection with any distribution or use thereof aloneor in combination with other materials.

###### (g)                                 Pursuantto the Illinois Employee Patent Act, Public Act 83-493, this Agreement does notapply to any invention for which no equipment, supplies, facility or tradesecret information of Parent or the Company was used and which was developedentirely on Executive’s own time, unless (1) the invention relates (a) to thebusiness of Parent or the Company or (b) to Parent’s or the Company’s actualdemonstrably anticipated research or development; or (2) the invention resultsfrom any work performed by Executive for Parent or the Company.

###### (h)                                 Theobligations of Executive set forth in this **Section 3**(including, but not limited to, the assignment obligations) will continuebeyond the termination of Executive’s employment with respect to Inventionsconceived or made by Executive alone or in concert with others during Executive’semployment with the Company and during the one (1) year thereafter, whetherpursuant to this Agreement or otherwise. These obligations will be binding upon Executive and Executive’sexecutors, administrators and other representatives.

##### 4.                                       **List of Prior Inventions**.  All Inventions which Executive has made priorto employment by the Company are excluded from the scope of thisAgreement.  As a matter of record,Executive has set forth on **Annex I** heretoa complete list of those Inventions which might relate to Parent’s or theCompany’s business and which have been made by Executive prior to employmentwith the Company.  Executive representsthat such list is complete.  If no listis attached, Executive represents that there are no prior Inventions.

5.             **Non-Solicitation**.

(a)                                  Executivewill not, during the term of Executive’s employment with the Company and fortwo (2) years thereafter (the “**RestrictedPeriod**”) (whether as an owner, 

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partner,shareholder, agent, officer, director, employee, independent contractor,consultant, or otherwise) with or through any individual or entity:

i.              employ,engage or explicitly solicit for employment any individual who is, or was atany time during the twelve-month period immediately prior to thetermination of Executive’s employment with the Company for any reason, anemployee of Parent, the Company or any of their Affiliates or otherwise seek toadversely influence or alter such individual’s relationship with Parent, theCompany or any of their Affiliates; or

ii.             explicitlysolicit or encourage any individual or entity that is, or was during the twelve-monthperiod immediately prior to the termination of Executive’s employment with theCompany for any reason, a customer or vendor of Parent or the Company toterminate or otherwise alter his, her or its relationship with Parent or theCompany.

(b)                                 TheRestricted Period shall be extended for a period equal to any time period thatExecutive is in violation of this **Section 5**.

##### 6.**                                 EquitableRemedies**.  Executive acknowledgesand agrees that the agreements and covenants set forth in this Agreement arereasonable and necessary for the protection of Parent’s and the Company’sbusiness interests, that irreparable injury will result to Parent and theCompany if Executive breaches any of the terms of said covenants, and that inthe event of Executive’s actual or threatened breach of any such covenants,Parent and the Company will have no adequate remedy at law.  Executive accordingly agrees that, in theevent of any actual or threatened breach by Executive of any of said covenants,Parent and the Company will be entitled to immediate injunctive and otherequitable relief, without posting bond or other security and without thenecessity of showing actual monetary damages. Nothing in this **Section 6** willbe construed as prohibiting Parent or the Company from pursuing any otherremedies available to them for such breach or threatened breach, including therecovery of any damages that they are able to prove.

##### 7.**                                 NoRight to Employment**.  No provisionof this Agreement shall give Executive any right to continue in the employ ofthe Company or any of its Affiliates, create any inference as to the length ofemployment of Executive, affect the right of the Company or its Affiliates toterminate the employment of Executive, with or without cause, or give Executiveany right to participate in any Executive welfare or benefit plan or otherprogram of the Company or any of its Affiliates.

##### 8.**                                 Modificationand Waiver**.  This Agreement maynot be modified or amended except by an instrument in writing signed by theparties.  No term or condition of thisAgreement will be deemed to have been waived, except by written instrument ofthe party charged with such waiver.  Nosuch written waiver will be deemed to be a continuing waiver unlessspecifically stated therein, and each such waiver will operate only as to thespecific term or condition waived and shall not constitute a waiver of suchterm or condition for the future or as to any act other than that specificallywaived.

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##### 9.**                                 Severability**.  Executive acknowledges that the agreementsand covenants contained in this Agreement are essential to protect Parent, theCompany and their goodwill.  Each of thecovenants in this Agreement will be construed as independent of any othercovenants or other provisions of this Agreement.  It is the intention and desire of the partiesthat the court treat any provisions of this Agreement which are not fullyenforceable as having been modified to the extent deemed necessary by the courtto render them reasonable and enforceable and that the court enforce them tosuch extent.

##### 10.**                                 Notices**.Any notice, consent, waiver and other communications required or permittedpursuant to the provisions of this Agreement must be in writing and will be deemedto have been properly given (a) when delivered by hand; (b) when sent bytelecopier (with acknowledgment of complete transmission), provided that a copyis mailed by U.S. certified mail, return receipt requested; (c) three (3) daysafter sent by certified mail, return receipt requested; or (d) one (1) dayafter deposit with a nationally recognized overnight delivery service, in eachcase to the appropriate addresses and telecopier numbers set forth below:

| *If to the Company:*                     |   |                                  |   |
|------------------------------------------|--------|---------------------------------------|--------|
|                                     |   |                                  |   |
| VICORP Restaurants, Inc.                 |   | VICORP Restaurants, Inc.              |   |
| c/o Wind Point  Partners                 |   | 400 West 48th Avenue             |   |
| Suite 3700                               |   | Denver, Colorado    80216   |   |
| 676 North  Michigan Avenue               |   | Attn:   Debra Koenig        |   |
| Chicago,  Illinois   60611     |   | Fax:    (303) 672-2606 |   |
| Attn:   Michael  Solot         |   |                                  |   |
| Fax:    (312)  255-4820   |   |                                  |   |
|                                     |   |                                  |   |
| *With  a copy to:*                       |   |                                  |   |
|                                     |   |                                  |   |
| Sachnoff &  Weaver, Ltd.             |   |                                  |   |
| 30 South Wacker  Drive                   |   |                                  |   |
| Suite 2900                               |   |                                  |   |
| Chicago,  Illinois   60606     |   |                                  |   |
| Attn:   Seth  M. Hemming, Esq. |   |                                  |   |
| Fax:    (312)  207-6400        |   |                                  |   |
|                                     |   |                                  |   |
| *If  to Executive:*                      |   |                                  |   |
|                                     |   |                                  |   |
| Jeffry L. Guido                          |   |                                  |   |
| 5412 West  Prentice Circle               |   |                                  |   |
| Littleton,  Colorado 80123               |   |                                  |   |

 

Each party will beentitled to specify a different address for the receipt of subsequent noticesby giving written notice thereof to the other party in accordance with this **Section 10**.

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##### 11.**                                 Headings**.  The headings and other captions in thisAgreement are included solely for convenience of reference and will not controlthe meaning and interpretation of any provision of this Agreement.

##### 12.                                 **GoverningLaw**.  This Agreement hasbeen executed in the State of Illinois, and its validity, interpretation,performance, and enforcement will be governed by the laws of such state, exceptwith respect to conflicts of laws principles.

##### 13.**                                 BindingEffect**.  This Agreement will bebinding upon and inure to the benefit of Executive, the Company, and theirrespective successors and permitted assigns. The Company will be entitled to assign its rights and duties under thisAgreement provided that the Company will remain liable to Executive should suchassignee fail to perform its obligations under this Agreement.

##### 14.                                 **No StrictConstruction**.  Thelanguage used in this Agreement will be deemed to be the language chosen by theparties to express their mutual intent, and no rule of strict construction willbe applied against any person.

**INWITNESS WHEREOF**, the Company has caused this Agreement to beexecuted by its duly authorized officer and Executive has signed thisAgreement, as of the date written below.
|            | **EXECUTIVE**                |                    |
|------------|------------------------------|-------------------------|
|       | ** **                   |                    |
|       |                         |                    |
|       |                         |                    |
|       | **Jeffry L. Guido**          |                    |
| ** ** | ** **                   |
|            | **VICORP Restaurants, Inc.** |
| ** ** | ** **                   |
| ** ** | ** **                   |
| ** ** | ** **                   |                    |
|       | By:                          | Debra Koenig            |   |
|       | Its:                         | Chief Executive Officer |   |
|       |                         |                    |   |

 

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