INCENTIVE PROGRAM DOCUMENT
         Defined Positions of Officers and Directors


                                   APPROVALS
                                   ---------

                              /s/ Buck Frederickson
                              ______________________________________
                              Buck Frederickson, Chairman       Date


Effective:  November 1, 1999

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 1, 1999
and ending October 29, 2000.


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 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.  The
     Compensation Committee of VICORP's Board of Directors must
     approve officer compensation.


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'00 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 2000, Target
     E.B.I.T. is $21,947,000 (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>
                                                  Payout %
 % Of E.B.I.T.    % OF Target                     --------
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%
     or greater
</TABLE>

     The targeted bonus percentages assigned to positions are as follows:

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

     These percentages are applied to the incumbent's base salary for the
     fiscal year 2000.

     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 sole 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 which 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.