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                                                                   Exhibit 10(r)


                 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


        This Amended and Restated Revolving Credit Agreement dated as of January
30, 1998 (the "Agreement"), is between Max & Erma's Restaurants, Inc., a
Delaware corporation (the "Company"), and The Provident Bank (the "Bank") amends
and restates in its entirety the Revolving Credit Agreement between the parties
dated October 25, 1993, as amended by First Amendment dated January 17, 1994,
Second Amendment dated August 25, 1995, Third Amendment dated February 17, 1996
and Fourth Amendment dated March __, 1997. The parties agree as follows:


                                    SECTION 1

                         AMOUNT AND TERMS OF THE CREDIT

         1.1    COMMITMENT OF THE BANK.

                  (a) COMMITMENT. The Bank agrees, on the terms and conditions
of this Agreement and provided that no Event of Default or Default (the
definitions of those and other capitalized terms used herein have the meanings
provided in Section 9) then exists, to make Loans to the Company at the main
office of the Bank, 1 East Fourth Street, Cincinnati, Ohio, from time to time on
and after the date hereof but prior to January 1, 2004 (the "Maturity Date").

                  (b) MAXIMUM COMMITMENT. The Bank agrees to lend to the Company
up to an amount (the "Maximum Commitment") equal to the lesser of (a) the Bank's
Baseline Commitment, or (b) the Residual Commitment. The initial Baseline
Commitment of the Bank is $12,000,000 which Baseline Commitment shall decrease
by $600,000 every three months, with the first decrease to occur on March 1,
2000. The Residual Commitment shall equal the Baseline Commitment less the
scheduled decreases, as reflected in the attached Schedule 1.1(b). The maximum
amount of all outstanding Loans of the Bank to the Company under this Agreement
shall not exceed the Maximum Commitment of the Bank. The Maximum Commitment of
the Bank as adjusted from time to time is hereinafter called the "Commitment" of
the Bank. No Commitment shall become effective until each of the parties hereto
shall have executed this Agreement or a counterpart hereof.

         1.2 CANCELLATION OR REDUCTION OF THE COMMITMENT BY THE COMPANY. During
the period from and including the date of this Agreement to but excluding the
Maturity Date, the Commitment of the Bank may be cancelled or may be reduced
permanently from time to time by the Company in the amount of $100,000 or any
larger amount which is a whole multiple of $100,000 upon 10 Banking Days'
written notice to the Bank of the Company's election to do so, which notice
shall specify the date when such cancellation or reduction shall be effective
and on the effective date of such reduction the Commitment of the Bank shall be
reduced; provided that-

                  (a)      any such cancellation or reduction shall be 
                           irrevocable;

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                  (b)      in the event of a cancellation of the Commitment of
                           the Bank, (i) the Note shall be paid in full, (ii)
                           all Commitment Fees due to the date of cancellation
                           shall be paid in full and (iii) all expenses due
                           pursuant to Section 10.7 hereof shall be paid in
                           full; and

                  (c)      in the event of a reduction of the Commitment of the
                           Bank to an amount less than the principal amount then
                           outstanding hereunder, the Note shall be prepaid so
                           that the unpaid aggregate principal amount of the
                           then outstanding Loans does not exceed the Commitment
                           of the Bank as so reduced.

         1.3 COMMITMENT FEE. As consideration for the Commitment of the Bank,
the Company shall pay to the Bank, a Commitment Fee on the daily average unused
portion of the Bank's Commitment at a rate per annum equal to 1/8 of 1%,
commencing with the effective date hereof (calculated on the basis of the actual
number of days elapsed over a year of 360 days). The Commitment Fee shall be
payable quarterly on the date for payment of interest pursuant to Section 1.4
commencing with the first such date after the effective date hereof.

         1.4      THE NOTE.

                  (a) FORM. The Loans made by the Bank pursuant hereto shall be
evidenced by a master promissory note of the Company substantially in the form
of Exhibit A, with appropriate insertions (the "Note"), payable to the order of
the Bank and representing the obligation of the Company to pay the amount of the
Commitment or, if less, the aggregate unpaid principal amount of all Loans made
by the Bank, with interest thereon as prescribed in this Section 1.4. The Note
shall (i) be dated the date of this Agreement- (ii) be stated to mature on the
Maturity Date; and (iii) bear interest at the applicable interest rate per annum
as provided in, and payable as specified in this Section 1.4. Each Loan made by
the Bank and each payment made on account of principal on the Note shall be
recorded by the Bank, on its books and records or endorsed on the grid attached
to the Note, such books and records or endorsements to constitute prima-facie
evidence of the amount of all Loans and payments; provided, however, that the
failure of the Bank to make such recordation shall not limit or otherwise affect
the obligations of the Company under the Note.

                  (b) INTEREST. Each Loan shall bear interest on the unpaid
principal balance of all Loans made by the Bank for each day from the day such
Loan is made until it becomes due, at a fluctuating rate per annum which rate
will be immediately adjusted upon the execution of this Amendment. Thereafter
such rate will be adjusted based upon the Borrower's submission of financial
information pursuant to Section 5.2 herein beginning with the quarter ending
November, 1995. The interest rate adjustment will be effective the first Monday
following receipt by the Bank of the Quarterly Compliance Certificate pursuant
to Section 5.4(c) herein. The interest rate will be established from the
following schedule based upon the Borrower's ratio of Unsubordinated
Indebtedness to the sum of Tangible Net Worth plus Subordinated Debt as of the
date of such fiscal quarter end:

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<TABLE>
<CAPTION>
           RATIO AT QUARTER END                        RATE FOR FOLLOWING QUARTER
           --------------------                        --------------------------
<S>                                             <C>
Less than 0.75:1.0                              One quarter (1/4%) above the Prime Rate

0.751 through 1.0:1.0                           One-half (1/2%) above the Prime Rate
Greater than 1.0:1.0                            Three quarters (3/4%) above the Prime Rate
</TABLE>

Interest on all Loans shall be calculated on the basis of the actual number of
days elapsed over a year of 360 days. As used in this Agreement, the term "Prime
Rate" on any day shall mean the rate published or announced by the Bank as its
"Prime Rate" which rate may not be the Bank's lowest rate. Any change in the
interest rate on a Loan due to a change in the Prime Rate shall take effect on
the date of such change in the Prime Rate. Interest on the Loans shall be
payable quarterly on the last day of each December, March, June and September,
commencing on the first such date following the initial Loan. To the extent
permitted by applicable law, the Bank may charge interest at the foregoing rates
on all interest and other amounts owing hereunder which are not paid when due.

         1.5 PREPAYMENTS AND RIGHT TO REBORROW. Outstanding Loans may be prepaid
in whole at any time or in part from time to time without premium or penalty. No
prepayment shall affect the Company's right to reborrow from the Bank under the
Commitment of the Bank up to the permissible amount hereunder prior to the
Maturity Date.

         1.6 LOANS. Each Loan shall be made pursuant to the Bank's Automated
Line of Credit Service. Further, the Bank will, at the request of the Company
repay prior Loans pursuant to the Automated Line of Credit service. The Company
may request the Bank to make Loans by written or telephonic request made prior
to 2:00 p.m. Columbus, Ohio time. The proceeds of any such request will subject
to the satisfaction of the terms and conditions of this Agreement, promptly made
available to the Company by the Bank at the office of the Bank by crediting the
account of the Company on the books of such office of the Bank.

                                    SECTION 2

                                  GENERAL TERMS

         2.1 PAYMENTS. The Company shall make all payments of principal,
interest and Commitment Fees to the Bank as payee at its main office, 1 East
Fourth Street, Cincinnati, Ohio, in immediately available funds prior to 3:00
p.m., Cincinnati, Ohio time, on the date such payments shall become due in
accordance with the terms hereof and of the Note.

         2.2 PAYMENT ON NON-BANKING DAYS. Whenever any payment to be made
hereunder or under the Note shall be stated to be due on a day other than a
Banking Day, such payment shall be made on the next succeeding Banking Day and
such extension of time shall in such case be included in the computation of
payment of interest hereunder or under the Note or the Commitment Fees
hereunder, as the case may be.

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         2.3 SETOFFS. Upon the occurrence of any Event of Default, the Bank
shall ha the right to setoff against all obligations of the Company to the Bank
hereunder, under the Note or under any of the Loan Documents, whether matured or
unmatured, all amounts owing to the Company by the Bank or any Affiliate of the
Bank, whether or not then due and payable, and all other funds or property of
the Company on deposit with or otherwise held by or in the custody of the Bank
or any Affiliate of the bank for the beneficial account of the Company.

         2.4 CAPITAL ADEQUACY. If, on or after the date hereof, the Bank shall
have determined that the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by the Bank with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return below that achieved on the date of this Agreement on the Bank's
capital as a consequence of its obligations hereunder to a level below that
which the bank could have achieved but for such adoption, change or compliance
(taking into consideration the Bank's policies with respect to capital adequacy)
by an amount deemed by the Bank to be material, then, sixty days after the Bank
delivers notice to the Company regarding such circumstances, the Company shall
pay to the Bank such additional amount or amounts as will compensate the Bank
for such reduction.

         2.5 INTEREST AFTER MATURITY. Whenever any payment to be made hereunder,
under the Note or under any of the Loan Documents shall become due and payable,
whether at the stated maturity thereof, by acceleration or otherwise, interest
thereon shall thereafter be payable at a rate per annum equal to 1% above the
Prime Rate.

         2.6 SECURITY. The obligations of the Company hereunder are secured
pursuant to the Security Agreement.

                                    SECTION 3

                             CONDITIONS OF BORROWING

         The obligation of the Bank to make the Loans to the Company provided
for hereunder shall be subject to the following conditions.

         3.1 CONDITIONS PRECEDENT TO INITIAL LOAN. Prior to the initial Loan,
the Company shall furnish to the Bank all of the following, each dated the date
hereof (unless otherwise indicated) in form and substance satisfactory to the
Bank:

                  (a) NOTE. A properly executed Revolving Credit Note, drawn to
the order of the Bank in the principal amount of the Bank's Commitment.

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<PAGE>   5

                  (b) SECURITY AGREEMENT. A properly executed Security Agreement
in the form attached hereto as Exhibit B (the "Security Agreement").

                  (c) FINANCING STATEMENTS. Copies of duly completed and
executed Uniform Commercial Code financing statements and/or statements of
assignment and/or statements of amendment with respect to the property covered
by the Security Agreement in proper form for filing in all jurisdictions in
which such filing is necessary or appropriate to establish, perfect, protect and
preserve the rights, titles, interests, remedies, powers, privileges and Liens
of the Bank in such property.

                  (d) LIENS AND OTHER SEARCHES. Results of record searches by a
Person satisfactory to the Bank, of the Uniform Commercial Code filings which
may have been filed with respect to the personal property of the Company in the
state and county filing offices and real estate records in each of the
jurisdictions requested by the Bank, and of judgment and tax Liens with respect
to the Company.

                  (e) CERTIFIED RESOLUTIONS OF COMPANY. A certified copy of the
resolutions of the Board of Directors of the Company authorizing the execution,
delivery and performance of this Agreement, the Note issued hereunder, and the
Security Agreement.

                  (f) OPINION OF COUNSEL. The favorable opinion of counsel for
the Company ("Counsel"), which Counsel shall be acceptable to the Bank,
addressed to the Bank, and in a form and scope satisfactory to the Bank, to the
following effect-

                        (i)   ORGANIZATION, GOOD STANDING, CORPORATE POWER. The
                              Company is a corporation duly organized, and is
                              validly existing and in good standing under the
                              laws of the jurisdiction in which incorporated.
                              The Company has all requisite power and authority,
                              corporate or otherwise, to own or lease its
                              property and carry on its business as and in the
                              places where such properties are now located,
                              leased or operated or such business is now
                              conducted and the Company has such power and
                              authority to enter into and perform all of its
                              obligations under this Agreement, the Note, and
                              the Security Agreement.

                        (ii)  COMPANY AUTHORIZATION, EXECUTION, DELIVERY AND
                              ENFORCEABILITY OF AGREEMENTS. The execution,
                              delivery and performance by the Company of this
                              Agreement, the Note, and the Security Agreement
                              have been duly authorized by all necessary
                              corporate action. Each of this Agreement, the
                              Note, and the Security Agreement has been duly
                              executed and delivered by the Company. Each of
                              this Agreement and the Security Agreement
                              constitutes the legal, valid and binding
                              obligation of the Company, and is enforceable
                              against the Company in accordance with its terms.

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<PAGE>   6

                        (iii) DELIVERY AND ENFORCEABILITY OF Note. The Note
                              issued and delivered to the Bank pursuant to the
                              provisions of this Agreement (assuming its due
                              execution and delivery) is a valid, binding and
                              enforceable obligation of the Company.

                        (iv)  COMPLIANCE WITH LAWS AND OTHER INSTRUMENTS. To the
                              best of Counsel's knowledge, after due inquiry,
                              the Company is not in violation of or in default
                              under any provision of its Certificate of
                              Incorporation or Bylaws (each as amended to date);
                              any law, rule, regulation, order, writ, judgment,
                              injunction, decree, determination or award
                              presently in effect and having applicability to
                              the Company; or any loan, indenture, credit
                              agreement, lease or other instrument which
                              violation or default could materially adversely
                              affect the business, financial position or results
                              of operations of the Company.

                        (v)   NO VIOLATIONS OF CORPORATE DOCUMENTS OR
                              AGREEMENTS. To the best of Counsel's knowledge,
                              after due inquiry, the execution, delivery and
                              performance of this Agreement, the Note and the
                              Security Agreement by the Company does not result
                              in a violation of any terms or conditions of the
                              Certificate of Incorporation or Bylaws of the
                              Company, or breach any term or provision of, or
                              constitute a default under, any agreement, note or
                              other agreement to which the Company is a party
                              which violation, breach or default could
                              materially adversely affect the business,
                              financial position or results of operation of the
                              Company.

                        (vi)  LITIGATION. To the best of Counsel's knowledge,
                              after due inquiry, there is no action, proceeding
                              or investigation pending or threatened which
                              questions the validity of this Agreement, the
                              Note, any of the Loan Documents or any action
                              taken or to be taken pursuant hereto or thereto,
                              or which might result, either in any case or in
                              the aggregate, in any material and adverse change
                              in the business, operations, affairs or condition
                              of the Company, its properties and assets or in
                              any material liability on the part of the Company
                              except as set forth on Schedule 4.6.

                        (vii) NOTE. The Note is entitled to the benefits of, and
                              is secured by valid Liens created by the Security
                              Agreement.

                        (viii) The provisions of the Security Agreement are
                              effective to create in favor of the Bank legal,
                              valid and enforceable Liens in all right, title
                              and interest of the Company in the Collateral, as
                              defined therein. All necessary filings, recordings
                              and actions have been taken so that the Liens
                              created by the Security Agreement constitute
                              perfected Liens in all right, title and interest
                              of the Company in the Collateral 

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                              superior in right to any "Collateral Interest" (as
                              defined below), existing or future, which the
                              Company or any third Person may have against the
                              Collateral or interests therein except as
                              expressly permitted under this Agreement or the
                              Security Agreement, and such filings are the only
                              filings necessary to give constructive notice to
                              third Persons of the Lien created thereby. The
                              term "Collateral Interest" shall include (A) Liens
                              created under the Uniform Commercial Code, (B)
                              Liens of record, and (C) consensual Liens created
                              by the Company which are not of record. Such
                              Counsel shall be entitled to rely on the results
                              of searches conducted by the Bank, copies of which
                              have been made available to such Counsel.

                        (ix)  QUALIFICATION OF OPINION. In giving the foregoing
                              opinions Counsel may state: (A) that the opinions
                              are qualified to the extent that the
                              enforceability of any provisions in this
                              Agreement, the Note or any of the Loan Documents,
                              or any rights granted pursuant hereto or thereto,
                              may be subject to and affected by applicable
                              bankruptcy, insolvency, reorganization, moratorium
                              or similar laws affecting the rights of creditors
                              generally; and (B) that Counsel has relied upon
                              certificates of executive officers of the Company
                              as to the character of the properties owned and
                              the nature of the activities conducted by the
                              Company in jurisdictions other than that of its
                              incorporation and other matters of fact within the
                              knowledge of such officers.

                  (g) SECRETARY'S CERTIFICATE. Signed copies of a certificate of
the Secretary or Assistant Secretary of the Company which shall certify the
names of the officers of the Company authorized to sign this Agreement, the
Note, or any of the Loan Documents, together with the true signatures of such
officers. The Bank may conclusively rely upon such certificates until it shall
receive a further certificate of the Secretary or an Assistant Secretary of the
Company canceling or amending the prior certificate and submitting the
signatures of the officers named in such further certificate.

                  (h) CLOSING FEE.  A payment for a closing fee of $25,000.

        3.2 CONDITIONS PRECEDENT TO EACH LOAN. The obligation of the Bank to
make any Loan hereunder (including the initial Loan) shall be subject to the
further condition precedent that, at the time of each Loan, the Company shall be
in compliance with all of the provisions, warranties, covenants and conditions
contained in this Agreement, and there shall exist no Default or Event of
Default as set forth in Section 7. Each borrowing hereunder shall be deemed to
be a representation and warranty by the Company on the date of such borrowing
that the representations and warranties contained in Section 4 are true and
correct, and that the Company is then in compliance with the covenants contained
in Sections 5 and 6.

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                                    SECTION 4

                         REPRESENTATIONS AND WARRANTIES

         The Company represents and warrants to the Bank, which representations
and warranties will survive the execution and delivery of this Agreement and the
Note, as follows.

         4.1 ORGANIZATION AND AUTHORITY. The Company is a corporation duly
incorporated, and is existing and in good standing under the laws of the
jurisdiction of its incorporation and has all requisite power and authority,
corporate or otherwise, to own or lease its properties and to carry on its
business as now conducted. The Company has all requisite power and authority,
corporate or otherwise, to enter into and perform all of its obligations under
this Agreement, the Note, and the Security Agreement. The execution, delivery
and performance of this Agreement, the Note and each of the Loan Documents have
been duly authorized by the Company by appropriate corporate action, there is no
prohibition, either in law, in its Certificate of Incorporation or Bylaws, in
any order, writ, injunction or decree of any court or arbitrator presently in
effect having applicability to the Company, or in any agreement to which it is a
party, which in any way prohibits or would be violated by the execution and
carrying out of this Agreement, the Note or any of the Loan Documents in any
respect; this Agreement, the Note and each of the Loan Documents have been duly
executed and delivered and are the legal, valid and enforceable obligations of
the Company, except as enforceability hereof or thereof may be limited by
bankruptcy, insolvency or laws affecting creditors' rights generally.

        4.2 QUALIFICATION. The Company is duly qualified or licensed and in good
standing as a foreign corporation duly authorized to do business in each
jurisdiction in which the character of the properties owned or leased or the
nature of the activities conducted makes such qualifications or licensing
necessary.

         4.3 FINANCIAL STATEMENTS. The Company has furnished to the Bank audited
financial statements of the Company including (a) an audited balance sheet as at
October 27, 1996; (b) an audited statement of operations for the year ended
October 27, 1996, (c) an audited statement of shareholders' equity for the year
ended October 27, 1996; and (d) an audited statement of cash flow for the year
ended October 27, 1996. The Company has also furnished to the Bank unaudited
financial statements for the interim period ending on, and as of August 3, 1997.
Except as disclosed to the Bank in writing prior to the date hereof, such
financial statements are complete and correct in all material respects, and
fairly reflect the financial condition of the Company as at such dates and the
results of operations of the Company for the periods ended on such dates. Since
August 3, 1997, no material or adverse change has occurred in the businesses
property or condition (financial or other) of the Company except as disclosed to
the Bank in writing prior to the date hereof.

        4.4 TAX RETURNS AND PAYMENTS. The Company has filed all tax returns
required by law to be filed and has paid all taxes, assessments and other
governmental charges levied upon any of its properties, assets, income or
franchises, other than those not yet delinquent. The charges, accruals and
reserves on the books of the Company in respect to income taxes for all fiscal




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periods are adequate in the opinion of the Company, and the Company knows of no
unpaid assessment for additional income taxes for any fiscal period or of any
basis therefor.

        4.5 TITLES TO PROPERTIES: Liens. The Company has good and marketable
title to all of its properties, in each case including the properties and assets
reflected in the balance sheet as of August 1, 1993 except properties held under
leases which are capitalized in accordance with generally accepted accounting
principles consistently applied and except properties and assets disposed of
since the date of such balance sheet in the ordinary course of business, and
none of such properties or assets is subject to any Lien except as permitted by
Section 6.1 (a). The Company enjoys peaceful and undisturbed possession under
all leases under which it operates, and all of such leases are valid, subsisting
and in full force and effect. None of such leases contains any provision
restricting incurrence of Indebtedness by the Company, or any provision which
materially adversely affects or in the future may (so far as the Company can now
foresee) materially adversely affect the operations of the Company under any
such lease.

        4.6 LITIGATION, ETC. There is no action, proceeding or investigation
pending or, to the Company's knowledge, threatened (or any basis therefor known
to the Company) which questions the validity of this Agreement, the Note or any
of the Loan Documents, or any action taken or to be taken pursuant hereto or
thereto, or which might result, either in any case or in the aggregate, in any
material adverse change in the business, operations, affairs or condition of the
Company or its properties and assets or in any material liability on the part of
the Company except as set forth on Schedule 4.6.

        4.7 COMPLIANCE WITH OTHER INSTRUMENTS, ETC. The Company is not in
violation of any provision of its Certificate of Incorporation or Bylaws, as
amended to date, or to the Company's knowledge, of any agreement, instrument,
judgment, decree, order, statute or governmental law, rule or regulation
applicable to the Company and the execution, delivery and performance of this
Agreement, the Note or any of the Loan Documents will not result in any such
violation or be in conflict with or constitute a default under any such
provisions or result in the creation of any Lien upon any of the properties or
assets of the Company which now or in the future may (so far as the Company can
now foresee) materially and adversely affect the business, operations, affairs
or condition of the Company or its properties or assets.

        4.8 ERISA. Without in any way limiting the scope of Section 4.7, the
Company has not (a) incurred any material accumulated funding deficiency within
the meaning of the Employee Retirement Income Security Act of 1974, as amended
from time to time ("ERISA")- (b) incurred any material liability to the Pension
Benefit Guaranty Corporation established under ERISA (or any successor thereto
under ERISA) in connection with any employee benefit plan established or
maintained by the Company; nor (c) had any tax assessed against it by the
Internal Revenue Service for any alleged violation under Section 4975 of the
Internal Revenue Code.

         4.9 PATENTS, TRADEMARKS, ETC. The Company owns or possesses all the
patents, trademarks, service marks, trade names, copyrights, licenses and rights
in respect of the foregoing, necessary for the conduct of its business as now
conducted, without any known 



                                       9
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conflict with the rights of others except such conflicts which would not
materially and adversely affect the business of the Company.

        4.10 LIABILITIES. The Company has no material Liabilities, direct or
contingent except (a) as disclosed in the balance sheet of the Company as at
August 3, 1997; (b) as disclosed to the Bank in writing prior to the execution
of this Agreement; and (c) debt, contractual commitments, cancelled purchase
orders, and accruals, all arising out of the ordinary course of business.

        4.11 SUBSIDIARIES AND AFFILIATES. The Company has no Subsidiaries or
Affiliate except those set forth on Schedule 4.11 attached hereto.

        4.12 DISCLOSURE. Neither this Agreement nor any other document,
certificate or statement furnished to the Bank or to special counsel for the
Bank by the Company or its counsel in connection with the transactions
contemplated hereby contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained herein
and therein not misleading. There is no fact known to the Company which
materially and adversely affects or in the future may (so far as the Company can
now foresee) materially and adversely affect the business, operations, affairs
or condition of the Company or any of its properties or assets which has not
been set forth in this Agreement or in the other documents, certificates or
statements furnished to the Bank by or on behalf of the Company prior to the
date hereof in connection with the transactions contemplated hereby.

        4.13 NO GOVERNMENTAL APPROVALS. No authorization, consent, approval or
exemption of, or registration, qualification or filing with, any governmental
authority is required to permit the execution, delivery and performance by the
Company of this Agreement, the Note, or the Security Agreement. The Company is
not an "investment company" within the meaning of the Investment Company Act of
1940, as amended.

        4.14 INVESTMENTS, LOANS AND ADVANCES. The Company (a) is not a general
partner in any partnership or a member in any joint venture other than as
disclosed on Schedule 4.1 1, (b) does not own or hold the assets, stocks, bonds,
notes or other evidence of Indebtedness or any other security of any Person
other than as disclosed on Schedule 4.11 or in the financial statements
delivered to the Bank pursuant to Section 4.3, nor (c) is a party to any
agreement relating to commodity futures, financial futures or similar
investments.

         4.15 INSURANCE. All of the properties and operations of the Company of
a character usually insured by Persons of established reputation engaged in the
same or a similar business similarly situated are adequately insured, by
financially sound and reputable insurers, against loss or damage of the kinds
and in the amounts customarily insured against by such Persons; and the Company
carries, with such insurers in customary amounts, such other insurance,
including public and product liability insurance, as is usually carried by
Persons of established reputation engaged in the same or a similar business
similarly situated.

        4.16 ENVIRONMENTAL MATTERS. To the best of the Company's knowledge,
there are no materials presently located- on any real property owned by, leased
to or operated by the Company 



                                       10
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which are radioactive or toxic, or which under federal, state or local law,
statute, ordinance or regulations, or court or administrative order or decree,
or private agreement (the "Environmental Requirements") require special handling
in collection, storage, treatment or disposal ("Hazardous Materials") which are
not being handled in accordance with the Environmental Requirements and no part
of such real property has been contaminated by any Hazardous Materials.

        4.17 SECURITY. The Note is entitled to the benefits of, and is secured
by valid Liens created by the Security Agreement.

        4.18 PERFECTION. The provisions of the Security Agreement are effective
to create in favor of the Bank legal, valid and enforceable security interests
in all right, title and interest of the Company in the Collateral, as defined
therein. All necessary filings, recordings and actions have been taken so that
the security interests created by the Security Agreement constitute perfected
security interests in all right, title and interest of the Company in the
Collateral superior in right to any "Collateral Interest" (as defined below),
existing or future, which the Company or any third Person may have against the
Collateral or interests therein except as expressly permitted under this
Agreement or the Security Agreement, and such filings are the only filings
necessary to give constructive notice to third Persons of the security interest
created thereby. The term "Collateral Interest" shall include Liens created
under the Uniform Commercial Code, Liens of record, and consensual Liens created
by the Company which are not of record.

                                    SECTION 5

                              AFFIRMATIVE COVENANTS

         Until all Loans and other sums due and owing under this Agreement to
the Bank have been paid in full and the Company no longer has any right to
borrow hereunder, the Company covenants and agrees as follows.

        5.1 USE OF PROCEEDS. The Company shall use the Loan proceeds disbursed
pursuant to this Agreement for legal and proper purposes.

        5.2 PERIODIC FINANCIAL STATEMENTS. The Company shall furnish to the 
Bank:

                  (a) Within 45 days after the end of its first three quarterly
accounting periods of its fiscal year (I) a balance sheet of the Company as at
the close of such period; (ii) a statement of operations for the Company for
such period and for the year to date; and (iii) a statement of cash flows as at
the close of such period; all in reasonable detail, prepared in accordance with
generally accepted accounting principles applied on a consistent basis and
certified as complete and correct, subject to changes resulting from year-end
adjustments, by the chief financial officer of the Company.

                  (b) On or before the 15th day of each four week accounting
period a statement of operations for each of the Company's restaurants for the
preceding month, prepared in accordance with generally accepted accounting
principles applied on a consistent basis and 



                                       11
<PAGE>   12

certified as complete and correct, subject to changes resulting from year-end
adjustments, by the chief financial officer of the Company.

         5.3 ANNUAL FINANCIAL STATEMENTS. The Company shall furnish to the Bank
within 90 days after the close of each fiscal year a complete annual audit
report, including (a) a balance sheet of the Company as at the end of such
fiscal year; and (b) statements of operations, shareholders' equity and cash
flow for such fiscal year; all in reasonable detail and prepared in accordance
with generally accepted accounting principles applied on a consistent basis and
accompanied by an unqualified opinion thereon of Deloitte & Touche, or other
independent auditors of recognized national standing selected by the Company and
acceptable to the Bank.

         5.4 QUARTERLY COMPLIANCE CERTIFICATE. The quarterly and annual
financial statements furnished pursuant to Sections 5.2 and 5.3 shall be
accompanied by a certificate of the chief financial officer of the Company:

                  (a) NO EVENT OF DEFAULT. Stating that except as disclosed in
the certificate, such officer, after reasonable investigation, has no knowledge
of any (i) Event of Default or (ii) Default;

                  (b) FINANCIAL RATIOS. Setting forth, in summary form,
calculations showing the financial status of the Company (at the end of, or, in
the case of incurrence tests, during such accounting Period) in respect of the
restrictions contained in Sections 6.1(a)(v), 6.1(b)(iii), 6.2 and 6.3 hereof;
and

                  (c) INTEREST RATE. Setting forth, in summary form,
calculations showing the ratio set forth in Section 1.4(b).

         5.5 NOTICE OF EVENT OF DEFAULT. In addition to the certificate
furnished pursuant to Section 5.4, the Company shall furnish to the Bank,
forthwith upon any executive officer of the Company obtaining knowledge of any
Default or Event of Default, a certificate specifying the nature and period of
the existence thereof, and what action the Company has taken or is taking or
proposes to take in respect thereof.

         5.6 AUDITORS' CERTIFICATE. The annual audit report called for by
Section 5.3 shall be accompanied by a certificate prepared by the Company's
independent auditors stating that except as disclosed in the certificate they
have knowledge of any Event of Default or Default which relates to the financial
and accounting matters set forth in Sections 6 and 7.

         5.7 MAINTENANCE OF PROPERTIES AND INSURANCE. The Company shall at all
times maintain in good repair, working order and condition all properties used
or useful in the business of the Company and from time to time will make all
appropriate repairs, renewals and replacements thereof- maintain insurance upon
its property of such character and amounts as are usually maintained by
companies engaged in like business; furnish to the Bank, upon request, a
statement of its insurance coverage.


                                       12
<PAGE>   13

         5.8 INSPECTION. Upon request of the Bank, the Company shall allow any
authorized representatives of the Bank to visit and inspect any of its
properties, to examine and make copies of and from its books of record and
account and to discuss its affairs, finances and accounts with its officers,
employees and independent accountants, and shall furnish to the Bank any
information regarding its business affairs and financial condition within a
reasonable time after receipt of a written request therefor. Except (i) as the
Bank deems it necessary in connection with the enforcement of its rights arising
out of any Default or as required by law or with respect to disclosures to bank
regulatory authorities or the independent auditors or counsel or the employees,
officers or directors of the Bank, (ii) disclosure to any actual or potential
participant or assignee of the Bank's rights under this Agreement, or (iii) as
consented to by the Company, the Bank will not publish or disclose to any third
Person any information gained under any inspection conducted pursuant to this
Section 5.8 unless and until such information is or becomes a matter of public
knowledge.

         5.9 PAYMENT OF TAXES AND CLAIMS. The Company shall promptly pay and
discharge all taxes and assessments levied and assessed or imposed upon its
property or upon its income as well as all claims which, if unpaid, might by law
become a Lien upon its property; provided, however, that nothing herein
contained shall require the Company to pay any such taxes, assessments or claims
so long as the Company shall in good faith contest the validity and stay the
execution and enforcement thereof.

         5.10 REPORTS, ETC. The Company shall furnish to the Bank copies of all
material which the Company shall send to any class of its security holders or
file with the Securities and Exchange Commission or any national securities
exchange including, but not limited to, all registration statements, annual
reports on Form 10-K, quarterly reports on Form 10-Q, reports on Form 8-K, proxy
material and annual reports to shareholders, and any and all amendments thereof
or supplements thereto, within 15 days after mailing or filing such materials.

        5.11 PRESERVATION OF CORPORATE EXISTENCE, ETC.: BUSINESS. Subject to the
provisions of Section 6.1(d) hereof, the Company shall, at all times preserve
and keep in full force and effect its corporate existence, rights and
franchises. The Company will engage primarily in a business of the same general
character as that now conducted.

        5.12 COMPLIANCE WITH LAWS, ETC. The Company shall comply in all material
respects with all statutes, laws, ordinances and governmental rules, regulations
and orders to which it is subject or which are applicable to its business,
properties and assets.

        5.13 BOOKS AND RECORDS. The Company shall keep adequate records and
books of account in which complete entries will be made in accordance with
generally accepted accounting procedures consistently applied, reflecting all
financial transactions.

         5.14 NOTICE OF LITIGATION. The Company shall notify the Bank in writing
promptly of any litigation, arbitration proceeding or administrative
investigation, inquiry or other proceeding to which the Company is or hereafter
may become a party which may involve any risk of any 



                                       13
<PAGE>   14

material judgment or liability which would exceed the amounts covered by
insurance by $100,000 or more or which may otherwise result in any materially
adverse change in the business or assets or in the condition (financial or
otherwise) of the Company or which may impair the ability of the Company to
perform this Agreement.

         5.15 ERISA. The Company shall comply in all material respects with the
applicable provisions of ERISA. The Company shall furnish to the Bank (a) as
soon as possible, and in any event within one Banking Day after any executive
officer of the Company knows or has reason to know that any Reportable Event (as
described in ERISA) with respect to any plan of the Company has occurred, a
statement of the chief financial officer of the Company setting forth details as
to such Reportable Event and the action which is proposed to be taken with
respect thereto, together with a copy of the notice of such Reportable Event
given to the Pension Benefit Guaranty Corporation, (b) promptly after filing
with the Internal Revenue Service, copies of each annual report with respect to
each plan subject to ERISA, (c) promptly upon filing with the Pension Benefit
Guaranty Corporation, a copy of any notice from the Company or the administrator
of any such plan to the Pension Benefit Guaranty Corporation that any such plan
is to be terminated, (d) promptly after receipt thereof, a copy of any notice
the Company, any such plan or the administrator of any such plan may receive
from the Pension Benefit Guaranty Corporation to terminate any such plan or to
appoint a trustee to administer any such plan, (e) promptly after receipt
thereof, a copy of any notice the Company or the administrator of such plan may
receive from the Internal Revenue Service relating to the disqualification of
any previously qualified plan, and (f) promptly after any executive officer of
the Company knows or has reason to know that the Company will be involved in a
withdrawal or partial withdrawal from a multiemployer plan, a statement to that
effect and setting forth the details of such withdrawal or partial withdrawal,
including the estimated liability of the Company with respect thereto.

         5.16 PERFORMANCE OF CONTRACTS. The Company shall perform and comply
with all of its agreements if non-performance thereof could materially adversely
affect the business or credit of the Company or could impair the ability of the
Company to perform this Agreement, the Note or any of the Loan Documents.

         5.17 ENVIRONMENTAL MATTERS. If at any time the Company obtains notice
that any real property owned by, leased to or operated by the Company has
located therein Hazardous Materials, the Company shall, within 30 days after
receipt of such notice, take or cause to be taken, at its sole expense, such
actions as may be necessary to comply with all Environmental Requirements.

         5.18. LANDLORD WAIVERS. Immediately after execution hereof, the Company
shall use its best efforts to obtain from its landlords, in those jurisdictions
where such landlords are given a statutory Lien superior to or pari passu with
the Lien granted to the Bank under the Loan Documents, a Landlord's Waiver and
Consent in the form attached hereto as Schedule 5.18.

         5.19. MANAGEMENT. The Company shall retain Todd B. Barnum in the
capacity of Chairman of the Board and Chief Executive Officer of the Company, or
replaced by an individual 



                                       14
<PAGE>   15

performing similar duties who shall be satisfactory to the Bank within 180 days
from the date Mr. Barnum shall cease to function in such capacity.

         5.20. BANK ACCOUNTS. The Company will establish and maintain the Bank
as its principal bank of account and primary depositary. The Company will, at
all times, maintain a compensating balance of at least $100,000 in its
depository account maintained at the Bank.

                                    SECTION 6

                               NEGATIVE COVENANTS

         Until all Loans and other sums due and owing under this Agreement to
the Bank have been paid and the Company no longer has the right to borrow
hereunder, unless the Bank shall have otherwise agreed in writing, the Company
covenants and agrees as follows.

         6.1 RESTRICTIONS. The Company will not either directly or indirectly:

                  (a) LIENS. Create, assume, or suffer to exist any mortgage,
pledge, encumbrance, security interest, lien or charge of any kind (collectively
"Liens") upon any of its property or assets, whether now owned or hereafter
acquired, or assign or otherwise convey any right to receive income, except-.

                           (i)      Liens securing taxes, assessments, fees or
                                    other governmental charges or levies or
                                    securing the claims of materialmen,
                                    mechanics, carriers, warehousemen, landlords
                                    and other similar persons, the payment of
                                    which is not at the time required by Section
                                    5.9;

                           (ii)     Liens incurred or deposits made in the
                                    ordinary course of business (A) in
                                    connection with workers' compensation,
                                    unemployment insurance, social security and
                                    other similar laws, or (B) to secure the
                                    performance of bids, tenders, sales,
                                    contracts, public or statutory obligations,
                                    surety, customs, appeal and performance
                                    bonds and other similar obligations not
                                    incurred in connection with the borrowing of
                                    money, the obtaining of advances or the
                                    payment of the purchase price of property;

                           (iii)    Attachment, judgment and other similar Liens
                                    arising in connection with court
                                    proceedings, provided, however, that the
                                    execution or other enforcement of such Liens
                                    is effectively stayed and the claims secured
                                    thereby are currently being contested in
                                    good faith by appropriate proceedings and as
                                    to which the Company shall have set aside on
                                    its books adequate reserves in accordance
                                    with generally accepted accounting
                                    principles;

                                       15
<PAGE>   16

                           (iv)   Easements, rights of way, restrictions,
                                  leases, installations of public utilities,
                                  title imperfections and restrictions,
                                  reservations in land patents, zoning
                                  ordinances and other similar encumbrances
                                  affecting real or tangible personal
                                  property, which in the aggregate do not
                                  materially detract from the value of such
                                  property or materially impair its use in the
                                  operations of the business of the Company
                                  taken as a whole;

                           (v)    Liens securing purchase money obligations
                                  respecting personal property of the Company so
                                  long as such Liens apply only to the personal
                                  property being purchased or leased;

                           (vi)   Other Liens existing on the date hereof to the
                                  extent shown in Schedule 6.1 attached hereto;

                           (vii)  Liens securing the repayment of Indebtedness
                                  owed by the Company to the Bank;

                           (viii) Liens encumbering not more than five
                                  restaurant locations which shall secure
                                  Indebtedness of the Company as provided for
                                  in Section 6.1(b)(iv); and

                           (ix)   Liens related to Indebtedness described in
                                  Section 6.1(b)(iv) below.

                (b) INDEBTEDNESS. Create, incur, assume or suffer to exist any
Indebtedness except:

                           (i)    Indebtedness of the Company due to the Bank;

                           (ii)   Subordinated Debt or unsecured Indebtedness
                                  which is convertible into shares of the
                                  Company, the terms and conditions of which
                                  shall be satisfactory to the Bank;

                           (iii)  Secured Indebtedness which is secured by
                                  Liens permitted by Section 6.1(a)(v) and
                                  (vi); and

                           (iv)   Indebtedness incurred, the terms of which
                                  are essentially as outlined in that certain
                                  proposal for permanent financing submitted
                                  to the Borrower on August 8, 1995 by MetLife
                                  Capital Corporation, a copy of which was
                                  provided the Bank.

                  (c) CONTINGENT LIABILITIES. Assume, guarantee, endorse,
contingently agree to purchase or otherwise become liable upon the obligation of
any one or more Persons if the amount of all such guaranties, endorsements, and
other contingent Liabilities at any one time outstanding exceeds $100,000 except
those liabilities associated with the establishment of a new 



                                       16
<PAGE>   17

wholly-owned subsidiary, the sole purpose of which is to operate one or more
Italian theme restaurants, or become a general partner in any partnership other
than (i) those partnerships reflected in Schedule 6.1(c) or (ii) those
partnerships established to own and operate one or more Max & Erma restaurants
as long as the partnership(s) are consolidated into the financial statements of
the Company provided to the Bank pursuant to Sections 5.2 and 5.3 hereof and
such partnerships and the Company execute documents, in form and substance
acceptable to the Bank, that allow the Bank to obtain a first priority security
interest in the assets of the partnerships, prohibit transfers of assets from
the Company to the partnerships and prohibit the assumption of partnership
Indebtedness by the Company.

                  (d) MERGER, CONSOLIDATION AND SALE OF ASSETS. Merge or
consolidate with any other corporation, or liquidate, or sell, lease, transfer
or otherwise dispose of (whether in one transaction or in a series of
transactions) all or a substantial part of its assets; PROVIDED, HOWEVER, that
the sale and leaseback of eight restaurants to Franchise Finance Corporation of
America completed in December 1997 will not violate this provision; PROVIDED
FURTHER, HOWEVER, that any future sale and leaseback transaction with Franchise
Finance Corporation of America shall be deemed to be permitted hereunder if it
meets all the following conditions: (1) no Default or Event of Default exists
hereunder, (2) the Company has received reasonably equivalent value in the
transaction and (3) the property involved in the transaction is not subject to
the Lien of the Bank.

                  (e) SALE AND LEASEBACK. Enter into any agreement with any
Person providing for the leasing by the Company of real or personal property
which has been or is to be sold or transferred by the Company to such Person or
of real or personal property intended to be used for substantially the same
purpose as the property sold or transferred by the Company; PROVIDED, HOWEVER,
that the sale and leaseback of eight restaurants to Franchise Finance
Corporation of America completed in December 1997 will not violate this
provision; PROVIDED FURTHER, HOWEVER, that any future sale and leaseback
transaction with Franchise Finance Corporation of America shall be deemed to be
permitted hereunder if it meets all the following conditions: (1) no Default or
Event of Default exists hereunder, (2) the Company has received reasonably
equivalent value in the transaction and (3) the property involved in the
transaction is not subject to the Lien of the Bank.

                  (f) ACCOUNTS RECEIVABLE. Discount or sell any of its notes or
accounts receivable.

                  (g) INVESTMENTS. Acquire or purchase the assets of any Person
or acquire or purchase the outstanding securities of any Person, or make any
additional investments in or capital contributions to any Person; provided,
however, that this prohibition shall not apply to the following: (i) purchases
of (A) U. S. Government securities directly or pursuant to repurchase agreements
with the Bank, (B) certificates of deposit of the Bank and (C) commercial paper
rated A-1 or P-1 if all of such investments have a maturity of one year or less;
or (ii) any such purchase or acquisition of assets for the sole purpose of
establishing or converting such assets into one or more Max & Erma's restaurants
as long as (A) the assets are consolidated into the financial statements of the
Company provided to the Bank pursuant to Sections 5.2 and 5.3 hereof and (B) the
Company executes documents, in form and substance acceptable to the Bank, that
allow the 



                                       17
<PAGE>   18

Bank to obtain a first priority security interest in such assets, prohibit the
transfer of assets from the Company to any entity owning the assets and prohibit
the assumption of Indebtedness by the Company in connection with the acquisition
of such assets; or (iii) the investment or capital contribution of up to
$2,500,000 in a new wholly owned subsidiary established to operate one or more
Italian theme restaurants. The investment limitation for this subsidiary shall
no longer apply after the Company has provided certification to the Bank along
with any supporting documentation which the Bank may reasonably request that for
the six months immediately preceding the date of such certification (A) a
minimum of four such restaurants have been in existence, and (B) the aggregate
Net Income for all such restaurants as evidenced by the restaurant Income
Statements for the six month period prepared in the form attached hereto as
Exhibit 6.1(g) is equal to or in excess of $250,000.

                  (h) LOANS AND ADVANCES. Make any loans or advances in excess
of an aggregate of $100,000 at any one time outstanding.

                  (i) SUBSIDIARIES. Create or suffer to exist any Subsidiaries
other than those listed on Schedule 4.11 hereof.

         6.2 FINANCIAL RATIOS.  The Company will not:

                  (a) CURRENT RATIO. Permit the ratio of Current Assets to 
Current Liabilities at any time to be less than 0.35 to 1.

                  (b) INDEBTEDNESS/TANGIBLE NET WORTH RATIO. Permit the ratio of
Unsubordinated Indebtedness to the sum of Tangible Net Worth plus Subordinated
Debt at any time to exceed 1.0 to 1.

                  (c) INCOME AVAILABLE FOR FIXED CHARGES/FIXED CHARGES. Permit
the ratio of Income Available for Fixed charges to Fixed Charges at the end of
any fiscal quarter commencing with the fiscal quarter ending on October 31, 1993
for the immediately preceding 4 fiscal quarters to be less than 1.25 to 1.

                  (d) EARNINGS. As of each fiscal quarter end, permit the sum of
its net income before taxes for the then-present fiscal quarter and the three
immediately preceding fiscal quarters to be less than $2,000,000.

        6.3 DIVIDENDS AND PURCHASES. The Company will not declare or pay any
dividends on, or make any distribution with respect to, any shares of capital
stock of the Company of any class (except in shares of such capital stock), if
at the time of such action an Event of Default shall have occurred and be
continuing, or would result therefrom.

        6.4 TRANSACTIONS WITH AFFILIATES. The Company will not enter into any
transaction, including, without limitation, the purchase, sale or exchange of
any property or the rendering of any service, with any Affiliate of the Company
except in the ordinary course of and pursuant to the reasonable requirements of
the business of the Company and upon fair and reasonable terms



                                       18
<PAGE>   19

no less favorable to the Company than would obtain in an arm's length
transaction with a Person not an Affiliate of the Company.

                                    SECTION 7
                         EVENTS OF DEFAULT AND REMEDIES

         If any of the following events ("Events of Default") shall occur and be
continuing:

                  (a) PRINCIPAL PAYMENTS. The Company shall default in the
payment of the principal of the Note when and as the same shall become due and
payable, after having received written notification of such payment being due,
whether at the due date thereof or by acceleration or otherwise;

                  (b) INTEREST PAYMENTS AND FEES. The Company shall default in
the payment of interest on the Note, or the payment of any Commitment Fee, when
and as the same shall become due and payable, whether at the due date thereof or
by acceleration or otherwise, provided such default shall continue for a period
of 10 days;

                  (c) REPRESENTATIONS AND WARRANTIES. Any representation or
warranty made by the Company in this Agreement or in connection with any Loans
hereunder, or in any Loan Document, agreement, report, certificate, financial
statement, or other instrument furnished in connection with this Agreement or
the Loans hereunder shall prove to be false or misleading in any material
respect;

                  (d) NEGATIVE COVENANTS. The Company shall fail to observe or
perform any covenant, condition or agreement in Section 6 of this Agreement;

                  (e) OTHER COVENANTS. The Company shall fail to observe or
perform any covenant, condition or agreement (other than those mentioned in
Section 6) to be observed or performed pursuant to the terms hereof or the terms
of any Loan Document, provided such default shall continue unremedied for 30
days after written notice thereof to the Company by the Bank;

                  (f) CROSS DEFAULT. (i) The Company [or any Subsidiary] shall
default with respect to the payment of any Indebtedness other than Indebtedness
represented by the Note, or (ii) any event or condition shall occur which
enables the holder of any Indebtedness (other than Indebtedness represented by
the Note) or any Person acting on such holder's behalf to accelerate the
maturity thereof, or (iii) the holder of any Indebtedness other than
Indebtedness represented by the Note shall accelerate the maturity of such
Indebtedness- provided no Default under this Section 7(f) shall be deemed to
occur where the amount, individually or in the aggregate, of such Indebtedness
does not exceed $200,000;

                  (g) JUDGMENTS. One or more judgments from which no appeal may
be taken or with respect to which the time to appeal has expired for the payment
of money aggregating



                                       19
<PAGE>   20

$200,000 or more shall be rendered against the Company [and/or any Subsidiary]
and the same shall remain undischarged for a period of 30 consecutive days
during which the execution shall not be effectively stayed;

                  (h) BANKRUPTCY, ETC. The Company shall (i) apply for or
consent to the appointment of a receiver, trustee or liquidator for it or for
any of its property- (ii) admit in writing its inability to pay its debts as
they mature; (iii) make a general assignment for the benefit of creditors; (iv)
be adjudicated a bankrupt or insolvent; or (v) file a voluntary petition in
bankruptcy, or a petition or an answer seeking reorganization or an arrangement
with creditors or to take advantage of any bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution or liquidation law or statute, or
answer admitting the material allegations of a petition filed against it in any
proceeding under any such law or if corporate action shall be taken by the
Company for the purpose of effecting any of the foregoing;

                  (i) REORGANIZATION, RECEIVER, ETC. An order, judgment or
decree shall be entered without the application, approval or consent of the
Company by any court of competent jurisdiction, approving a petition seeking
reorganization of the Company or appointing a receiver, trustee or liquidator of
the Company or of all or a substantial part of the assets thereof, and such
order, judgment or decree shall continue unstayed and in effect for any period
of 60 days,

                  (j) ERISA. A Reportable Event (as defined in ERISA) shall have
occurred with respect to any Plan (as defined therein) and, within 30 days after
the reporting of such Reportable Event to the Bank, the Bank shall have notified
the Company in writing that (i) it has made a determination that, on the basis
of such Reportable Event, there are reasonable grounds for the termination of
such Plan by the Pension Benefit Guaranty Corporation or for the appointment by
the appropriate United States District Court of a trustee to administer such
Plan; and (ii) as a result thereof an Event of Default exists hereunder; or a
trustee shall be appointed by a United States District Court to administer any
Plan; or the Pension Benefit Guaranty Corporation shall institute proceedings to
terminate any Plan;

                  (k) COLLATERAL DEFAULT. Any default shall occur pursuant to
the terms of any of the Loan Documents,

then (i) the Bank at any time thereafter during the continuance of any such
Event of Default specified above (other than in Section (h) or (i)), may, by
written notice to the Company terminate the Commitment of the Bank (if still in
existence), and declare the entire principal amount of the Note to be due and
payable forthwith, whereupon the Note including all principal and interest and
all other amounts payable hereunder or under any Loan Document shall forthwith
become due and payable; and (ii) automatically upon the occurrence of any of the
events specified in Section (h) or (i) the Commitment of the Bank shall
terminate (if still in existence) and the Note, including all principal and
interest and all other amounts payable hereunder or under any Loan Document
shall become immediately due and payable, in either case without presentment,
demand, protest, or notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the Note or the Loan Documents to the
contrary notwithstanding.

                                       20
<PAGE>   21

                                    SECTION 8

                           ASSIGNMENTS/PARTICIPATIONS

        8.1 ASSIGNMENT BY THE COMPANY. The Company may not assign its rights or
obligations hereunder or under the Note without the prior written consent of the
Bank.

        8.2 ASSIGNMENTS BY THE Bank. The Bank may assign any of the Loans, the
Note, or its Commitment without the prior consent of the Company.

        8.3 PARTICIPATIONS. The Bank may sell or agree to sell to one or more
other Persons a participation in all or any part of any Loans held by it or any
Loan made or to be made by it.

        8.4 INFORMATION. Upon the request of the Bank, the Company shall furnish
any information concerning the Company required to be furnished under this
Agreement to assignees and participants (including prospective assignees and
participants).

                                    SECTION 9

                                   DEFINITIONS

        9.1 DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings specified.

                  "AFFILIATE" with respect to any Person shall mean each Person
that directly or indirectly (through one or more intermediaries or otherwise),
controls, is controlled by, or is under common control with such Person.

                  "AGREEMENT" is defined in the preamble.

                  "BANK" is identified in the preamble.

                  "BANKING DAYS" shall mean days other than Saturdays, Sundays
and other legal holidays or days on which the principal office of the Bank is
closed.

                  "BASELINE COMMITMENT" is defined at Section 1. 1 (b).

                  "CAPITAL EXPENDITURES" shall mean, as to any Person, for any
period, expenditures (including the aggregate amount due under capital leases
incurred during such period but excluding such amounts under capital leases of
assets as to which inclusion of which would cause such amount to be double
counted for such period) made by such Person to acquire or construct fixed
assets, plant and equipment (including renewals, improvements and replacements)
during such period, computed in accordance with generally accepted accounting
principles applied on a basis consistent with those used in making the
calculations for purposes of determining compliance with the provisions of this
Agreement.

                                       21
<PAGE>   22

                  "COMMITMENT" is defined at Section 1. 1 (b).

                  "COMMITMENT FEE" is defined at Section 1.3.

                  "COMPANY" is identified in the preamble.

                  "COUNSEL" is identified at Section 3.1 (f).

                  "CURRENT ASSETS" shall mean all assets which may properly be
classified as current assets in accordance with generally accepted accounting
principles, applied on a consistent basis.

                  "CURRENT LIABILITIES" shall mean all Liabilities as may
properly be classified as current Liabilities in accordance with generally
accepted accounting principles, applied on a consistent basis, and, prior to the
Maturity Date, shall include the amount of all Loans which are outstanding
hereunder which are due within the next twelve months.

                  "DEFAULT" shall mean any condition or event which constitutes
an Event of Default or which would become an Event of Default with the giving of
notice or lapse of time or both (unless cured or waived).

                  "ENVIRONMENTAL REQUIREMENTS" is defined at Section 4.16.

                  "ERISA" is defined at Section 4.8.

                  "EVENTS OF DEFAULT" is defined at Section 7.

                  "FIXED CHARGES" shall mean, for any period, the sum of (a) one
fifth of the Indebtedness owing the Bank plus (b) the amount of all Indebtedness
(exclusive of Indebtedness owing the Bank) which is or should be classified as a
Current Liability plus (c) rental expense incurred during such period with
respect to non-capitalized leases, all of which shall be determined in
accordance with generally accepted accounting principles consistently applied.

                  "HAZARDOUS MATERIALS" is defined at Section 4.16.

                  "INCOME AVAILABLE FOR FIXED CHARGES" shall mean for the
immediately preceding 12 month period the sum of (a) the Net Income before
income taxes, plus (b) the aggregate amount of depreciation expense or
amortization of deferred charges, goodwill or other intangible assets, plus (c)
rental expense less (d) $25,000 times the number of restaurant locations which
the Company operates at the date of calculation, all of which shall be
determined in accordance with generally accepted accounting principles
consistently applied.

                  "INDEBTEDNESS" shall mean any Liabilities representing
obligations for borrowed money or the deferred purchase price of property or
services (except accruals and trade accounts payable arising in the ordinary
course of business) including, without limitation, capitalized lease



                                       22
<PAGE>   23

obligations, and Liabilities similar to the foregoing of other Persons which are
secured by a Lien on any asset of the Company, or guaranteed directly or
indirectly by the Company.

                  "INVENTORY" shall mean all raw materials, work in process,
finished goods and materials and supplies of any kind, nature or description
which are or might be used or consumed in the business of the Company or used in
connection with the manufacturing, packing, shipping, advertising, selling or
finishing of such goods, merchandise and other personal property, and all goods,
merchandise and other personal property wherever located, to be furnished by the
Company under any contract or contract for service or held for sale or lease,
whether now owned or hereafter acquired, and all documents of title or other
documents representing the foregoing.

                  "LIABILITIES" as applied to any Person, shall mean (a) all
items (except items of capital stock of capital surplus, of general contingency
reserves or of retained earnings and amounts attributable to minority interest,
if any) which in accordance with generally accepted accounting principles would
be included in determining total liabilities as shown on the liability side of a
balance sheet of such Person as at the date as of which Liabilities are to be
determined, including specifically capitalized lease obligations and (b) all
obligations secured by any Lien or conditional sale or other title retention
agreement to which any property or asset owned or held by such Person is
subject, whether or not the obligations secured thereby shall have been assumed
(excluding non-capitalized leases which may amount to title retention
agreements).

                  "LIENS" are identified at Section 6.1 (a).

                  "LOAN" shall mean a loan made by the Bank pursuant to Section 
1.

                  "LOAN DOCUMENTS" shall mean the Note, the Security Agreement
and all other documents, instruments and certificates to be delivered hereunder
or thereunder.

                  "MATURITY DATE" is defined at Section 1.1 (a).

                  "MAXIMUM COMMITMENT" is defined at Section I.I(b).

                  "NET INCOME" shall mean for any period the net income (loss)
of the Company incurred during such period as determined in accordance with
generally accepted accounting principles consistently applied.

                  "NOTE" is defined at Section 1.4(a).

                  "PERSON" shall mean and include an individual, partnership,
corporation, trust, unincorporated organization, a government or any department
or agency thereof or any other entity.

                  "PRIME RATE" is defined at Section 1.4(b).

                                       23
<PAGE>   24

                  "RESIDUAL COMMITMENT" is defined at Section 1. 1 (b).

                  "SECURITY AGREEMENT" is defined at Section 3.1 (b).

                  "SUBORDINATED DEBT" shall mean all unsecured Indebtedness of
the Company maturing more than 12 months from the date of determination thereof
which in each case shall be subordinated to all Loans and all other amounts owed
to the Bank, all on specific terms and conditions satisfactory to and approved
in writing by the Bank prior to the incurrence thereof.

                  "SUBSIDIARY" shall mean any corporation which is incorporated
under the laws of the United States or Canada at least a majority of the
outstanding voting stock of which shall, at the time as of which any
determination is being made, be owned by the Company either directly or through
Subsidiaries.

                  "TANGIBLE NET WORTH" shall mean the total of the capital stock
(net of treasury stock), paid in surplus and retained earnings (deficit) as
determined in accordance with generally accepted accounting principles
consistently applied, minus the following items (without duplication of
deductions), if any, appearing on the balance sheet of the Company:

                  (a) all deferred charges (net of amortization);

                  (b) the book amount of all assets which would be treated as
       intangibles (including capital leases) under generally accepted
       accounting principles, including, without limitation, such items as good
       will, unamortized debt discount and expense and corporate organization
       expenses, treasury stock, trademarks, trademark applications, trade
       names, service marks, brand names, copyrights, patents, patent
       applications and licenses, and rights with respect to the foregoing; and

                  (c) any write-up in the book amount of any asset resulting
        from a revaluation thereof from the book amount entered upon
        acquisition.

                  "UNSUBORDINATED INDEBTEDNESS" as applied to any Person, shall
mean all Indebtedness of such Person less Subordinated Debt of such Person.

                  "WHOLLY OWNED SUBSIDIARY" shall mean a Subsidiary, all of the
voting stock (other than directors' qualifying shares) of which and all other
stock and equity securities of which are owned by the Company, or by the Company
and one or more Wholly Owned Subsidiaries.

         9.2 ACCOUNTING TERMS. All accounting terms not specifically defined
herein shall be construed in accordance with generally accepted accounting
principles consistent with those applied in the preparation of the financial
statements of the Company at the date hereof.

                                       24
<PAGE>   25

                                   SECTION 10

                                  MISCELLANEOUS

         10.1 TERM OF AGREEMENT: SUCCESSORS AND ASSIGNS. This Agreement and all
covenants, agreements, representations and warranties made herein and in the
certificates delivered pursuant hereto shall survive the making by the Bank of
the Loans and the execution and delivery to the Bank of the Note and shall
continue in full force and effect until the termination of the Commitment or
until payment in full of the Note, whichever is later. Whenever in this
Agreement either of the parties hereto are referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
terms and provisions of this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective permitted successors and
assigns.

         10.2 NOTICES. Notices, demands and communications shall be deemed to
have been properly given to the Company when deposited in the United States
mail, registered or certified, postage prepaid, and addressed to the Company at
P.O. Box 297830, 4849 Evanswood Drive, Columbus, OH 43229, Attention- Chief
Financial Officer, whether or not the same are actually received by the Company.
Except for purposes of notification of an Event of Default hereunder, such
communication shall be effective only upon receipt by the Company at the address
indicated. Any communication to the Bank shall be deemed properly given if
similarly mailed and addressed to The Provident Bank, 1 East Fourth Street,
Cincinnati, OH 45269.

         10.3 NO IMPLIED WAIVERS. No delay on the part of the bank in exercising
any right, power or privilege granted hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
privilege preclude any other or further exercise thereof. The rights and
remedies herein expressly specified are cumulative and not exclusive of any
other rights and remedies which the Bank would otherwise have.

         10.4 AMENDMENTS, MODIFICATIONS, ETC. No amendment, modification,
termination, or waiver of any provision of this Agreement or of the Note nor
consent to any departure by the Company therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Bank, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. No notice or demand on the Company in any
case shall entitle the Company to any other or further notice or demand in
similar or other circumstances.

         10.5 APPLICABLE LAW. This Agreement and the Note shall be deemed to be
contracts made under the laws of the State of Ohio, and for all purposes shall b
construed in accordance with the laws of such state.

         10.6 SEVERABILITY. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provisions in any other jurisdiction.

                                       25
<PAGE>   26

         10.7 EXPENSES. All legal fees, costs or expenses, incurred by the Bank
in connection with the preparation, execution, delivery and enforcement of this
Agreement, the Note or any of the Loan Documents shall be paid by the Company.

         10.8 COUNTERPARTS. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures thereto were upon the
same instrument. Complete sets of counterparts shall be lodged with the Company
and the Bank.

         10.9 MERGER. This Agreement, the Note and the Loan Documents reflect
the entire understanding of the parties with respect to their subject matter and
supersede all prior agreements or understandings with respect thereto in their
entirety.

         10.10 HEADINGS. Headings of the sections of this Agreement are for
convenience only and shall not affect the construction of this Agreement.

         10.11 EFFECTIVE DATE. This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties.

        The parties hereto have caused this Agreement to be duly executed by
their respective duly authorized officers as of the date first above written.
                                     
MAX & ERMA'S RESTAURANTS, INC.                  THE PROVIDENT BANK
                                     
                                     
By: /s/ William C. Niegsch Jr.                  By: /s/ Michael G. Giwlock
   ----------------------------                    ------------------------
Name: William C. Niegsch Jr.                    Name: Michael G. Giwlock
     --------------------------                      ----------------------
Its: Exec. V.P.                                 Its: Regional Vice President
    ---------------------------                     -----------------------
Dated: 1/30/98                                  Dated: 7/30/98
      -------------------------                       ---------------------
                                     



                                       26
<PAGE>   27

                                                                       EXHIBIT B
                               SECURITY AGREEMENT





                                       27
<PAGE>   28

                                 SCHEDULE 1.1(B)
                                 ---------------

<TABLE>
<CAPTION>
DATES                                                     RESIDUAL COMMITMENT

<S>                                                       <C>
Prior to March 1, 2000                                          $12,000,000.00
March 1, 2000 - May 31, 2000                                     11,400,000.00
June 1, 2000 - August 31, 2000                                   10,800,000.00
September 1, 2000 - November 30, 2000                            10,200,000.00
December 1, 2000 - February 28, 2001                              9,600,000.00
March 1, 2001 - May 31, 2001                                      9,000,000.00
June 1, 2001 - August 31, 2001                                    8,400,000.00
September 1, 2001 - November 30, 2001                             7,800,000.00
December 1, 2001 - February 28, 2002                              7,200,000.00
March 1, 2002 - May 31, 2002                                      6,600,000.00
June 1, 2002 - August 31, 2002                                    6,000,000.00
September 1, 2002 - November 30, 2002                             5,400,000.00
December 1, 2002 - February 28, 2003                              4,800,000.00
March 1, 2003 - May 31, 2003                                      4,200,000.00
June 1, 2003 - August 31, 2003                                    3,600,000.00
September 1, 2003 - November 30, 2003                             3,000,000.00
December 1, 2003 - February 28, 2004                              2,400,000.00
March 1, 2004 - May 31, 2004                                      1,800,000.00
June 1, 2004 - August 31, 2004                                    1,200,000.00
September 1, 2004 - November 30, 2004                               600,000.00
December 1, 2004 - February 28, 2005                                    000.00
</TABLE>

                                       28
<PAGE>   29









                                     EXHIBIT A

                           MAX & ERMA'S RESTAURANTS, INC.
                            AT THE FOLLOWING LOCATIONS:

        ADDRESS                                                      COUNTY

 1.     1904 Lake Club Drive                                         Franklin
        Columbus, OH 43232

 2.     8901 Kingsridge Drive                                        Montgomery
        Dayton, OH 45459

 3.     8930 Wesleyan Drive                                          Marion
        Indianapolis, IN 46268

 4.     153 Patchen Dr. #4                                           Fayette
        Lexington, KY 40502

 5.     4550 Kenny Road                                              Franklin
        Columbus, OH 43220

 6.     31205 Orchard Lake Road                                      Oakland
        Farmington Hills, MI 48018

 7.     1275 E. Dublin-Granville Road                                Franklin
        Columbus, OH 43229

 8.     8817 US 31 South                                             Marion
        Indianapolis, IN 46227

 9.     630 Stanwix Street (HORNE'S)                                 Allegheny
        Pittsburgh, PA 15222

10.     70 North Adams Road                                          Oakland
        Rochester Hills, MI 48309

11.     1910 Cochran Road                                            Allegheny
        Pittsburgh, PA 15220

12.     5899 E. 86th                                                 Marion
        Castieton, IN 46250

                                       29
<PAGE>   30

13.     4849 Evanswood Drive                                         Franklin
        Columbus, OH 43229

14.     411 Metro Place North                                        Franklin
        Dublin, OH 43017

15.     Laurel Park Place Mail, Bl 10                                Wayne
        37714 Six Mile Road
        Livonia, MI 48152

16.     210 S. Woodward Avenue                                      Oakland
        Birmingham, MI 48010

17.     5533 Walnut Street                                           Allegheny
        Pittsburgh, PA 15222

18.     220 City Center Drive                                        Franklin
        Columbus, OH 43215

19.     The Concord Center                                           Washtenaw
        445 E. Eisenhower Blvd., Suite 1
        Ann Arbor, MI 48108

20.     The Flats                                                    Cuyahoga
        1106 Old River Road
        Cleveland, OH 44113

21.     30105 Detroit Road                                           Cuyahoga
        Westlake, OH 44145

22.     Rosemont Commons Shopping Center                             Summit
        3750 West Market Street, Unit B
        Fairlawn, OH 44313

23.     North Point Shopping Center                                  Cook
        306 Rand Road
        Arlington Heights, IL 60004

24.     The Market Place at Vernon Hills                             Lake
        Milwaukee Avenue
        Vernon Hills, IL

25.     Beaver Creek, OH                                             Greene
        (street address unknown)



                                       30