INCENTIVE PROGRAM DOCUMENT
                              President
                       Bakers Square Restaurants



                                                 APPROVAL
                                                 --------

                   /s/ Charles R. Frederickson                      12/14/98
                   _________________________________________________________
                   C. Frederickson, Chairman-VICORP Restaurants, Inc.   Date



Effective:     November 2, l998
Supersedes:    All previous stated and/or implied compensation and incentive 
               plans and agreements.

This compensation plan is applicable to the individual assigned to the 
position of President - Bakers Square Restaurants (Bakers Square being a part 
of VICORP Restaurants, Inc.).  This plan defines the method of compensation 
for the period beginning November 2, l998 and ending October 31, l999.


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 is set and approved by the Board of Directors.


BONUS PROGRAM

The individual compensated under this plan is eligible by virtue of 
assignment to the position.
The bonus is set based upon overall Net Bakers Square Store Operating Profit.

The incumbent is eligible for a year-end bonus based upon the following table:
<TABLE>
<CAPTION>

         Total Net S.O.P            Leverage Factor        Total Payout $
         ---------------            ---------------        --------------  
                                     ( % of Base )
     <S>                                  <C>                  <C> 
     $21,000,000    CAP                   60%                  $150,000
     $20,125,000 to $20,999,999           50%                  $125,000
     $19,250,000 to $20,124,999           45%                  $112,500
     $18,375,000 to $19,249,999           40%                  $100,000
     $17,500,000 to $18,374,999           35%                  $ 87,500
     $16,625,000 to $17,499,999           30%                  $ 75,000
     $15,750,000 to $16,624,999           20%                  $ 50,000
     $14,875,000 to $15,749,999           10%                  $ 25,000
</TABLE>

     NOTE: If total Net Bakers Square S.O.P. is less than $14,875,000, no 
           year-end bonus is payable.


PAYMENT OF BONUSES

A.   An employee must be actively employed on the last day of the fiscal 
     period to have earned a bonus for that period.

B.   Payment of bonuses will occur at the end of the year in which it was 
     earned and will be paid within 45 days following the close of the fiscal
     year.


GENERAL CONDITIONS

A.   This Plan does not constitute a contract of employment and does not in 
     any way diminish or limit VICORP Restaurants, Inc. (d.b.a. Bakers Square 
     Restaurants) ability to terminate the employment of any individual at 
     will, at any time, and at its sole discretion or for the employee, at 
     any time, to terminate employment with VICORP.

B.   Senior 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 Bakers Square S.O.P. will be based on the company's fiscal year P&L 
     Statements and these serve as the documents against which bonus is earned
     and computed.  Any alleged discrepancies or errors will be resolved by 
     senior management with respect to computation and/or calculation of P&L 
     statements.

E.   In no case will more than one individual be compensated under this 
     Incentive Plan.

F.   Should there be an extraordinary event such as an acquisition, merger, 
     divestiture, or extraordinary expenses, etc. that positively, 
     negatively, or materially affects Store Operating Profit, the S.O.P. 
     threshold numbers will be reevaluated.