Amendment No. 3
                Dated as of October 31, 1995
                              
                             to
                              
       Second Amendment and Restated Credit Agreement
                  Dated as of June 18, 1993

          This AMENDMENT No. 3 ("Amendment") dated as of October 31, 1995 is 
entered into by and among VICORP Restaurants, Inc., a Colorado corporation 
(the "Borrower"), Citibank, N.A. and NationsBank of Texas, N.A., as lenders
(the "Lenders"), and Citibank, N.A., as agent for the lenders (in such capacity,
the "Agent").

                          RECITALS

          A.   The Borrower, the Lenders and the Agent are parties to that 
certain Second Amended and Restated Credit Agreement dated as of June 18, 1993 
(as amended, the "Loan Agreement").  Terms defined in the Loan Agreement and not
otherwise defined herein are used herein as defined in the Loan Agreement.

          B.   The Borrower has requested that the Lenders and the Agent amend, 
and the Lenders and the Agent have agreed to amend, certain provisions of the 
Loan Agreement as set forth below.

          NOW, THEREFORE, the Borrower, the Lenders and the Agent agree as 
follows:

          SECTION 1.  Amendment.  Subject to the conditions set forth in Section
2 herein, the Borrower, the Lenders and the Agent hereby amend the Loan 
Agreement as follows:

          (a)  Section 7.03(b) of the Loan Agreement is amended to provide that 
the Borrower is required to maintain a ratio of Consolidated Unsubordinated 
Liabilities to Consolidated Tangible Net Worth of no more than .92 to 1 as
of the last day of the fiscal quarter ended October 31, 1995, and of no more 
than .90 to 1 as of the last day of each fiscal quarter thereafter;

          (b)  Section 7.03(c) of the Loan Agreement is amended to provide that 
clause (i) will be "$124,000,000" for the fiscal quarter ended October 31, 1995,
and that clause (i) will be "$125,000,000" for each fiscal quarter thereafter; 
and

          (c)  Section 7.03(e) of the Loan Agreement is amended to provide that 
the Borrower is required to maintain a fixed charge coverage ratio (as set forth
in such Section 7.03(e)) greater than or equal to .95 to 1 for the fiscal
quarter ending on October 31, 1995; and to maintain a fixed charge coverage 
ratio greater than or equal to 1.75 to 1 as of the last day of each fiscal 
quarter thereafter.

          SECTION 2.  Conditions Precedent to Amendment.
This Amendment shall be deemed to be effective as of October 31, 1995 upon the 
satisfaction of each of the following conditions precedent: (a) the receipt by 
the Agent of four (4) original copies of this Amendment duly executed and
delivered by a duly authorized officer of the Borrower and of each Lender; and 
(b) the absence of any Default or Event of Default under the Loan Agreement.

          SECTION 3.  Representations and Warranties of the Borrower.  (a) Upon 
the Effectiveness of this Amendment, the Borrower hereby reaffirms all 
covenants, representations and warranties made in the Loan Agreement and agrees 
that all such covenants, representations and warranties shall be
deemed to have been re-made as of the effective date of this Amendment.

          (b)  The Borrower hereby represents and warrants that this Amendment 
constitutes the legal, valid and binding obligation of the Borrower enforceable 
against the Borrower in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally, and general principles
of equity which may limit the availability of equitable remedies.

          SECTION 4.  Reference to and Effect on the Loan Agreement.  (a) The 
execution, delivery and effectiveness of this Amendment shall not operate as a 
waiver of any right, power or remedy of the Lenders and the Agent under the Loan
Agreement or any other document, instrument or agreement executed in connection 
therewith, nor constitute a waiver of any provision contained therein, except as
specifically set forth herein.

          (b)  Upon the effectiveness of this Amendment, each reference in the 
Loan Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of
like import shall mean and be a reference to the Loan Agreement as amended 
hereby, and each reference to the Loan Agreement in any other document, 
instrument or agreement executed and/or delivered in connection with the Loan 
Agreement shall mean and be a reference to the Loan Agreement as amended hereby.

          (c)  Except as specifically amended hereby, the Loan Agreement and any
other document, instrument or agreement executed in connection therewith shall 
remain in full force and effect and are hereby ratified and confirmed.

          SECTION 5.  Governing Law.  This Amendment shall be governed by and 
construed in accordance with the other remaining terms of the Loan Agreement and
the internal laws (as opposed to conflict of law provisions) of the State of
New York.

          SECTION 6.  Section Titles.  The section titles contained in this 
Amendment are and shall be without substance, meaning or content of any kind 
whatsoever and are not a part of the agreement between the parties hereto.

          SECTION 7.  Counterparts.  This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be 
executed by their respective officers thereunto duly authorized, as of the date 
first above written.

                              VICORP RESTAURANTS, INC.


                              By:   /s/ Charles R. Frederickson

                              Name:     Charles R. Frederickson
                              Title:    Chairman of the Board

                              By:   /s/ Jack A. Baldwin

                              Name:     Jack A. Baldwin
                              Title:    Assistant Treasurer


                              CITIBANK, N.A.

                              By:   /s/ Marjorie Futornick
                                        Marjorie Futornick   
                                        Vice President


                              NATIONSBANK OF TEXAS, N.A.

                              By:   /s/ Gloria Holland
                                        Gloria Holland
                                        Vice President


                              CITIBANK, N.A., as Agent

                              By:   /s/ Marjorie Futornick
                                        Marjorie Futornick
                                        Vice President