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                                                                    EXHIBIT 10.3

                          PLEDGE AND COLLATERAL ACCOUNT
                                    AGREEMENT


                                     Between

                             HIBERNIA NATIONAL BANK,
                       AS COLLATERAL AGENT AND DEPOSITARY,



                                       and


                           PICCADILLY CAFETERIAS, INC.




                                December 21, 2000




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                     PLEDGE AND COLLATERAL ACCOUNT AGREEMENT


         THIS PLEDGE AND COLLATERAL ACCOUNT AGREEMENT (this agreement as it may
be amended, modified, supplemented or waived from time to time being this
"Agreement") is made and entered into as of December 21, 2000 between HIBERNIA
NATIONAL BANK, as Collateral Agent (in such capacity, the "Collateral Agent")
and as the depositary of the collateral account established pursuant to this
Agreement (in such capacity, the Depositary"), and PICCADILLY CAFETERIAS, INC.,
a Louisiana corporation (the "Company").

                                    Recitals

         A. On the date of this Agreement, the Company, Hibernia National Bank,
as administrative agent (in such capacity, the "Administrative Agent"), and
certain commercial lending institutions (together with other commercial lending
institutions that may from time to time become parties thereto, the "Banks"),
are entering into that certain Amended and Restated Credit Agreement, pursuant
to which the Banks are making $25,000,000 of credit available to the Company (as
the same is from time to time supplemented, amended, restated, extended,
replaced or refinanced, the "Credit Agreement").

         B. On the date of this Agreement, the Company and The Bank of New York,
as trustee (in such capacity, the "Trustee"), on behalf of, and for the benefit
of, the Noteholders (as defined herein), are entering into that certain
Indenture (as the same is from time to time supplemented, amended, restated,
extended, or increased, the "Indenture"), and the Company and Jefferies &
Company Inc. (the "Initial Purchaser" and, together with any other present or
future holders of the Senior Notes (as defined herein), the "Noteholders"), are
entering into that certain Purchase Agreement dated December 12, 2000, as
amended and restated on December 19, 2000, to be effective as of December 12,
2000, between the Company and the Initial Purchaser (as the same is from time to
time supplemented, amended, or modified, the "Purchase Agreement"), pursuant to
which, the Company will issue and sell to the Initial Purchaser the Company's
$75,500,000 Senior Notes due 2007 (of any series, whether fixed rate or floating
rate, the "Senior Notes").

         C. On the date of this Agreement, the Company, certain financial
institutions party thereto (the "Lenders"), and the Administrative Agent are
entering into that certain Term Loan Credit Agreement (the "Term Loan Credit
Facility"), pursuant to which the Lenders have made a term loan having a stated
principal amount of $5,500,000 to the Company, said obligations being evidenced
by various notes (the "Term Loan Notes").

         D. The Banks, the Lenders, the Administrative Agent, the Trustee, for
itself and on behalf of the Noteholders, and the Collateral Agent (the Banks,
the Lenders, the Administrative Agent, the Trustee, the Noteholders and the
Collateral Agent collectively being the "Creditors"), are entering into that
certain Intercreditor and Collateral Agency Agreement (the "Intercreditor
Agreement") to establish their relative rights with respect to payment of their
respective indebtedness owed by the Company and any other Obligor (as defined
therein), to agree as to the exercise of certain remedies





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and to appoint Hibernia National Bank as Collateral Agent for the purposes of
dealing with the Credit Documents (as defined in the Intercreditor Agreement)
and apportioning payments among the Creditors and for other purposes as set
forth herein.

         E. To secure the obligations of the Company under the Indenture, the
Term Loan Credit Facility and the Credit Agreement, the Company has agreed to
pay and deposit certain funds into an account established by the Collateral
Agent, and grant to the Collateral Agent a Lien on such account and the amounts
deposited or financial assets credited thereto.

         F. Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.01 Terms Defined Above; Indenture Terms. As used in this
Agreement (including the Recitals), the terms defined above shall have the
meanings respectively assigned to them and capitalized terms not defined above
or in Section 1.02 shall have the meaning set forth in the Intercreditor
Agreement.

         Section 1.02 Certain Definitions. As used in this Agreement (including
the Recitals), the following terms shall have the following meanings, unless the
context otherwise requires:

         "Collateral" shall mean the following types or items of property: (a)
the Collateral Account; (b) all interest, profits and other income from the
Collateral Account, whether now accrued or hereafter accruing; (c) all
additional deposits hereafter made to the Collateral Account; (d) all renewals,
replacements and substitutions for any of the foregoing, and (e) all proceeds of
any of the foregoing.

         "Collateral Account" means account no. 882140016 maintained at the
Depositary or its agent or designee, including any successor account thereto,
styled the "Piccadilly Cafeterias, Inc. Collateral Account".

         "Event of Default" has the meaning set forth in Section 7.01.

         "Lien" means any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind, whether or not filed, recorded or otherwise perfected
under applicable law (including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to
sell or give a security interest in and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction).

         "Louisiana UCC" means the Uniform Commercial Code as presently in
effect in the State of Louisiana. Unless otherwise provided herein, all terms
which are defined in the Louisiana UCC and


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not otherwise defined herein shall have their respective meanings as used in
Chapter 9 of the Louisiana UCC.

         Section 1.03 Rules of Construction. Unless the context otherwise
requires: (a) a term has the meaning assigned to it; (b) an accounting term not
otherwise defined has the meaning assigned to it in accordance with GAAP; (c)
"or" is not exclusive; (d) words in the singular include the plural, and in the
plural include the singular; (d) provisions apply to successive events and
transactions; and (e) the term "merger" includes an amalgamation, a compulsory
share exchange, a conversion of a corporation into another business entity and
any other transaction having efforts substantially similar to a merger under the
General Corporation Law of the State of Delaware.

                                   ARTICLE II
                                SECURITY INTEREST

         Section 2.01 Pledge. The Company hereby pledges, assigns, and grants to
the Collateral Agent a security interest in and right of set-off against all of
the Company's right, title and interest in and to the Collateral to secure the
prompt payment and performance of the Obligations and the performance by the
Company of this Agreement.

         Section 2.02 Transfer of Collateral. The Company agrees that if (a) any
portion of the Collateral shall ever be evidenced by a certificate or instrument
and (b) such certificates or instruments representing or evidencing a portion of
the Collateral cannot be held in, carried in or credited to the Collateral
Account, then it shall deliver such certificates or instruments to the
Collateral Agent who shall hold them pursuant hereto and which certificates or
instruments shall be indorsed to the Collateral Agent or indorsed in blank by an
effective indorsement.

         Section 2.03 Depositary Notice. By executing this Agreement, the
Depositary does hereby acknowledge receipt of notice of the security interest
created by this Agreement and that this notice constitutes the notice required
to perfect a security interest in the Collateral Account under La.-R.S.
10:9-305(4).

                                   ARTICLE III
                             THE COLLATERAL ACCOUNT

         Section 3.01 Establishment and Character of Collateral Account. The
Depositary hereby acknowledges and agrees that it has established, on the books
and records of its offices in Louisiana, the Collateral Account in the name of
the Collateral Agent, on behalf of the Creditors, which account is under the
sole dominion and control of the Collateral Agent, but otherwise belonging to
the Company. The Depositary hereby further agrees that the Depositary shall not
change the name or account number of the Collateral Account without the prior
written consent of the Collateral Agent and at least five Business Days prior
notice to the Company and the Collateral Agent.




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         Section 3.02 Account Control.

         (a) Until the Principal Agreements have terminated and the Obligations
have been paid in full, neither the Company nor any Obligor shall have any
rights to withdraw cash or other property held in or credited to the Collateral
Account, except as contemplated by the Indenture, the Term Loan Credit Facility,
the Credit Agreement and the Intercreditor Agreement.

         (b) The Collateral Agent shall make or direct the Depositary to make,
to the extent required or authorized hereunder, withdrawals from the Collateral
Account to make required payments to or on behalf of the Company in compliance
with the provisions of the Indenture, the Term Loan Credit Facility, the Credit
Agreement and the Intercreditor Agreement.

         Section 3.03 Subordination of Lien. In the event that the Depositary
has or subsequently obtains by agreement, operation of law or otherwise a
security interest in the Collateral Account, the Depositary hereby agrees that
such security interest shall be subordinate to any and all Liens of the
Collateral Agent. The Collateral Account will not be subject to deduction,
set-off, banker's lien, or any other right in favor of any Person other than the
Collateral Agent (except the face amount of any checks which have been credited
to the Collateral Account but are subsequently returned unpaid because of
uncollected or insufficient funds).

         Section 3.04 No Other Agreements. There are no other agreements entered
into between the Depositary (in such capacity), the Collateral Agent and the
Company with respect to the Collateral Account.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Collateral Agent to accept this Agreement, the
Company represents and warrants to the Collateral Agent (which representations
and warranties will survive the creation of the Obligations) that:

         Section 4.01 Ownership of Collateral; Encumbrances. The Company is and
will be the legal and beneficial owner of the Collateral free and clear of any
Lien, except for the security interest created by this Agreement; and the
Company has full right, power, and authority to pledge, assign, and grant a
security interest in the Collateral to the Collateral Agent.

         Section 4.02 No Required Consent. No authorization, consent, approval,
or other action by, and no notice to or filing with (excluding the notice to the
Depositary pursuant to Section 2.03 hereof), any governmental authority or
regulatory body is required for (i) the due execution, delivery and performance
by the Company of this Agreement, (ii) the grant by the Company of the security
interest granted by this Agreement, (iii) the perfection of such security
interest or (iv) the exercise by the Collateral Agent of its rights and remedies
under this Agreement.

         Section 4.03 First Priority Security Interest. The pledge of the
Collateral pursuant to this Agreement creates a valid and perfected first
priority security interest in the Collateral, enforceable against the Company
and all third parties and securing payment of the Obligations except as such




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enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws now or hereinafter in effect relating to or
affecting creditors' rights generally, by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) or the discretion of the court before which any proceeding
therefor may be brought.

         Section 4.04 Collateral. All statements or other information provided
by the Company to the Collateral Agent describing or with respect to the
Collateral is or (in the case of subsequently furnished information) will be
when provided correct and complete in all material respects. The delivery at any
time by the Company to the Collateral Agent or the Depositary for credit to the
Collateral Account of additional Collateral shall constitute a representation
and warranty by the Company to the Collateral Agent hereunder that the
representations and warranties of this Article IV are correct insofar as they
would pertain to such Collateral or the descriptions thereof.

         Section 4.05 Chief Executive Office and Principal Place of Business.
The chief executive office and principal place of business of the Company is
located at 3232 Sherwood Forest Blvd., Baton Rouge, Louisiana 70816.

         Section 4.06 Due Authorization, Etc. This Agreement has been duly
authorized, executed and delivered by the Company.

                                    ARTICLE V
                            COVENANTS AND AGREEMENTS

         The Company will at all times comply with the covenants and agreements
contained in this Article V, from the date hereof and for so long as any part of
the Obligations are outstanding:

         Section 5.01 Change in Location of Company. The Company will give the
Collateral Agent 30 days' prior written notice of (i) the opening or closing of
any place of its business or (ii) any change in the location of its chief
executive office or address.

         Section 5.02 Change in Company's Name or Corporate Structure. The
Company will not change its name, identity or corporate structure (including,
without limitation, any merger, consolidation or sale of substantially all of
its assets) without notifying the Collateral Agent of such change in writing at
least 30 days prior to the effective date of such change.

         Section 5.03 Further Assurances. The Company shall (at the Company's
expense) comply with Section 4.20 of the Indenture and Section 7.39 of the
Credit Agreement with respect to the Collateral and this Agreement. The Company
shall also execute and deliver all such assignments, or other documents and give
further assurances and do all other acts and things as the Collateral Agent or
Depositary may reasonably request or as may be advised by an Opinion of Counsel
are reasonably necessary or desirable to perfect and maintain as first priority
the Collateral Agent's interest in and control of the Collateral, and to
protect, enforce, or otherwise effect the Collateral Agent's rights and remedies
hereunder.



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         Section 5.04 No Filings By Third Parties. The Company will not give the
Depositary notice of any other security interest in the Collateral or execute
any financing statement or other public notice or recording covering the
Collateral, so long as any of the Obligations are outstanding.

         Section 5.05 Sale, Disposition or Encumbrance of Collateral. The
Company will not in any way encumber any of the Collateral (or permit or suffer
any of the Collateral to be encumbered) or sell, pledge, assign, lend or
otherwise dispose of or transfer any of the Collateral to or in favor of any
Person other than the Collateral Agent.

         Section 5.06 Records and Information. The Company shall keep accurate
and complete records of the Collateral (including proceeds, payments,
distributions, income and profits). The Collateral Agent may upon reasonable
prior notice at any reasonable time have access to, examine, audit, make
extracts from and inspect without hindrance or delay the Company's records,
files and the Collateral. Upon the request of Collateral Agent, the Company will
promptly provide written notice to the Collateral Agent of all information which
in any way relates to or affects the filing of any financing statement or other
public notices or recordings, or the delivery and possession of items of
Collateral for the purpose of perfecting a security interest in the Collateral.

                                   ARTICLE VI
               RIGHTS, DUTIES, AND POWERS OF THE COLLATERAL AGENT

         The following rights, duties and powers of the Collateral Agent are
applicable irrespective of whether an Event of Default occurs and is continuing:

         Section 6.01 Discharge Encumbrances. The Collateral Agent may, at its
option, discharge any taxes and Lien at any time levied or placed on the
Collateral other than any such taxes or Liens that the Company is contesting in
good faith by appropriate proceedings; provided that adequate reserves with
respect thereto are being maintained on the books of the Company in accordance
with GAAP. The Company agrees to reimburse the Collateral Agent upon demand for
any payment so made.

         Section 6.02 Cumulative and Other Rights. The rights, powers and
remedies of the Collateral Agent hereunder are in addition to all rights,
powers, and remedies given by law, in equity or in the Indenture, the Credit
Agreement or any other Security Document. The exercise by the Collateral Agent
of any one or more of the rights, powers, and remedies herein shall not be
construed as a waiver of any other rights, powers, and remedies, including,
without limitation, any other rights of set-off.

         Section 6.03 Disclaimer of Certain Duties.

         (a) The powers conferred upon the Collateral Agent by this Agreement
are to protect the Collateral Agent's interest in the Collateral and shall not
impose any duty upon the Collateral Agent to exercise any such powers. The
Company hereby agrees that the Collateral Agent shall not be liable for, nor
shall the indebtedness evidenced by the Obligations be diminished by, the
Collateral Agent's


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delay or failure to collect upon, foreclose, sell, take possession of, or
otherwise obtain value for the Collateral.

         (b) The Collateral Agent shall be under no duty whatsoever to make or
give any presentment, notice of dishonor, protest, demand for performance,
notice of non-performance, notice of intent to accelerate, notice of
acceleration, or other notice or demand in connection with any Collateral or the
Obligations, or to take any steps necessary to preserve any rights against any
obligor on any Collateral or against any other Person. The Company waives any
right of marshaling in respect of any and all Collateral, and waives any right
to require the Collateral Agent to exhaust any Collateral or enforce any other
remedy which the Collateral Agent now has or may hereafter have against such an
obligor or other Person.

         Section 6.04 Custody and Preservation of the Collateral. If the
Collateral Agent takes possession of any Collateral, the Collateral Agent shall
be deemed to have exercised reasonable care in the custody and preservation of
the Collateral in its possession if the Collateral is accorded treatment
substantially equal to that which comparable secured parties accord comparable
collateral, it being understood and agreed, however, that the Collateral Agent
shall have no responsibility for: (i) ascertaining or taking action with respect
to matters relative to any Collateral, whether or not the Collateral Agent has
or is deemed to have knowledge of such matters, or (ii) taking any necessary
steps to preserve rights against Persons with respect to any Collateral.

                                   ARTICLE VII
                                EVENTS OF DEFAULT

         Section 7.01 Events. An "Event of Default" under the Indenture or the
Credit Agreement shall constitute an "Event of Default" hereunder.

         Section 7.02 Remedies. Upon the occurrence and during the continuance
of any Event of Default, the Collateral Agent may, subject to the terms of the
Intercreditor Agreement, take any or all of the following actions without notice
or demand to the Company (except where expressly required below or pursuant to
the Indenture):

         (a) dispose of any or all of the Collateral in any commercially
reasonable manner as the Collateral Agent may elect and in accordance with the
Louisiana UCC, in a public or private transaction, at any location as deemed
reasonable by the Collateral Agent either for cash or credit or for future
delivery at such price as the Collateral Agent may deem fair, and (unless
prohibited by the Louisiana UCC), the Collateral Agent may be the purchaser of
any or all Collateral so sold and may apply upon the purchase price therefor any
Obligations secured hereby. Any such sale or transfer by the Collateral Agent
either to itself or to any other Person shall be absolutely free from any claim
of right by the Company, including any equity or right of redemption, stay, or
appraisal which the Company has or may have under any rule of law, regulation,
or statute now existing or hereafter adopted. Upon any such sale or transfer,
the Collateral Agent shall have the right to deliver, assign, and transfer to
the purchaser or transferee thereof the Collateral so sold or transferred. If
the Collateral Agent deems it advisable to do so, it may restrict the bidders or
purchasers of any such sale



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or transfer to Persons who will represent and agree that they are purchasing the
Collateral for their own account and not with the view to the distribution or
resale of any of the Collateral. The Collateral Agent may, at its discretion,
provide for a public sale, and any such public sale shall be held at such time
or times within ordinary business hours and at such place or places as the
Collateral Agent may fix in the notice of such sale. The Collateral Agent shall
not be obligated to make any sale pursuant to any such notice. The Collateral
Agent may, without notice or publication, adjourn any public or private sale by
announcement at any time and place fixed for such sale, and such sale may be
made at any time or place to which the same may be so adjourned. In the event
any sale or transfer hereunder is not completed or is defective in the opinion
of the Collateral Agent, such sale or transfer shall not exhaust the rights of
the Collateral Agent hereunder, and the Collateral Agent shall have the right to
cause one or more subsequent sales or transfers to be made hereunder. If only
part of the Collateral is sold or transferred such that the Obligations remain
outstanding (in whole or in part), the Collateral Agent's rights and remedies
hereunder shall not be exhausted, waived, or modified, and the Collateral Agent
is specifically empowered to make one or more successive sales or transfers
until all the Collateral shall be sold or transferred or all the Obligations are
paid. In the event that the Collateral Agent elects not to sell the Collateral,
the Collateral Agent retains its rights to dispose of or utilize the Collateral
or any part or parts thereof in any manner authorized or permitted by law or in
equity, and to apply the proceeds of the same towards payment of the
Obligations. To the extent permitted by the Louisiana UCC, each and every method
of disposition of the Collateral described in this subsection or in subsection
(c) shall constitute disposition in a commercially reasonable manner;

         (b) apply proceeds of the disposition of the Collateral to the
Obligations in any manner elected by the Collateral Agent and permitted by the
Louisiana UCC or otherwise permitted by law or in equity which application may
include, without limitation, the reasonable attorneys' fees and legal expenses
incurred by the Collateral Agent;

         (c) appoint any Person as agent to perform any act or acts necessary or
incident to any sale or transfer by the Collateral Agent of the Collateral;

         (d) execute, assign, and endorse negotiable and other instruments for
the payment of money, documents of title, or other evidences of payment,
shipment, or storage for any form of Collateral on behalf of and in the name of
the Company;

         (e) exercise all rights under this Agreement and provide to the
Depositary such directives and instructions for transfer and delivery of the
Collateral, and take such other actions, in each case as may be necessary for
the Collateral Agent to exercise its rights hereunder; and

         (f) exercise all other rights and remedies permitted by law or in
equity.

         Section 7.03 Attorney-in-Fact. The Company hereby irrevocably appoints
the Collateral Agent as the Company's attorney-in-fact, with full authority in
the place and stead of the Company and in the name of the Company or otherwise,
from time to time in the Collateral Agent's discretion upon the occurrence and
during the continuance of an Event of Default, but at the Company's cost



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and expense and without notice to the Company, to take any action and to execute
any assignment, certificate, financing statement, stock power, notification,
document, or instrument which the Collateral Agent may deem necessary or
advisable to accomplish the purposes of this Agreement, including, without
limitation, to receive, endorse, and collect all instruments made payable to the
Company representing any dividend, interest payment, or other distribution in
respect of the Collateral or any part thereof and to give full discharge for the
same. The foregoing power-of-attorney is coupled with an interest and is
irrevocable.

         Section 7.04 Liability for Deficiency. If any sale or other disposition
of Collateral by the Collateral Agent or any other action of the Collateral
Agent hereunder results in reduction of the Obligations, such action will not
release the Company or any other Obligor from its liability to the Collateral
Agent for any unpaid Obligations, including costs, charges, and reasonable
expenses incurred in the liquidation of Collateral unless provided otherwise
under the Louisiana UCC, and the same shall be immediately due and payable to
the Collateral Agent at the Collateral Agent's address set forth in the
Intercreditor Agreement.

         Section 7.05 Reasonable Notice. If any applicable provision of any law
requires the Collateral Agent to give reasonable notice of any sale or
disposition or other action, the Company hereby agrees that ten (10) days' prior
written notice shall constitute reasonable notice thereof. Such notice, in the
case of public sale, shall state the time and place fixed for such sale and, in
the case of private sale, the time after which such sale is to be made.

         Section 7.06 Collateral. Upon the occurrence and during the continuance
of an Event of Default, the Collateral Agent may exercise any and all rights of
conversion, exchange, subscription, or any other rights, privileges, or options
pertaining to any of the Collateral as if it were the absolute owner thereof
without liability except for its gross negligence or willful misconduct and to
account for property actually received by it, but the Collateral Agent shall
have no duty to exercise any rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.

         Section 7.07 Non-judicial Enforcement. The Collateral Agent may enforce
its rights hereunder without prior judicial process or judicial hearing unless
required by the Louisiana UCC, and to the extent permitted by law the Company
expressly waives any and all legal rights which might otherwise require the
Collateral Agent to enforce its rights by judicial process.

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

         Section 8.01 Notices. All notices and other communications provided for
hereunder shall be made in accordance with the terms of the Intercreditor
Agreement, if to the Company or the Collateral Agent, at the address or
telecopier number set forth therein, and if to the Depositary, at its address or
telecopier number set forth below:




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                  Hibernia National Bank
                  440 Third Street - 6th Floor
                  Baton Rouge, Louisiana 70801
                  Attention: Janet Rack, Vice President
                  Telecopier No.: (225) 381-2003

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties.

         Section 8.02 Amendments and Waivers. Any forbearance, failure, or delay
by the Collateral Agent in exercising any right, power, or remedy hereunder
shall not be deemed a waiver of any obligation of the Company or of any right,
power, or remedy of the Collateral Agent; and no partial exercise of any right,
power, or remedy shall preclude any other or further exercise thereof. The
Company hereby agrees that if the Collateral Agent agrees to a waiver of any
provision hereunder or an exchange of or release of the Collateral, any such
action shall not constitute a waiver of any of the Collateral Agent's other
rights or of the Company's obligations hereunder. This Agreement may be amended
only by an instrument in writing executed jointly by the Company and the
Collateral Agent, on behalf of the Creditors, in the manner set forth in the
Intercreditor Agreement.

         Section 8.03 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Louisiana without regard
to any principles of conflict of laws that would require the application of the
laws of (except to the extent that the laws of any other jurisdiction govern the
perfection and priority of the Liens granted hereby).

         Section 8.04 Cumulative and Other Rights. The rights, powers and
remedies of the Collateral Agent hereunder are in addition to all rights,
powers, and remedies given by law or in equity or pursuant to any other
agreement between the Collateral Agent and the Company with respect to the
Obligations or this Agreement. The exercise by the Collateral Agent of any one
or more of the rights, powers, and remedies herein shall not be construed as a
waiver of any other rights, powers, and remedies, including, without limitation,
any other rights of set-off.

         Section 8.05 Counterparts, Effectiveness. This Agreement may be
executed in two or more counterparts. Each counterpart is deemed an original,
but all such counterparts taken together constitute one and the same instrument.

         Section 8.06 Continuing Security Agreement.

         (a) Except as may be expressly applicable pursuant to Section 9-505 of
the Louisiana UCC, no action taken or omission to act by the Collateral Agent
hereunder shall be deemed to constitute a retention of the Collateral in
satisfaction of the Obligations or otherwise to be in full satisfaction of the
Obligations, and the Obligations shall remain in full force and effect, until
the Collateral Agent shall have applied payments (including, without limitation,
collections from Collateral) towards the Obligations in the full amount then
outstanding or until such subsequent time as is hereinafter provided in
subsection (b) below.



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         (b) To the extent that any payments on the Obligations or proceeds of
the Collateral are subsequently invalidated, declared to be fraudulent or
preferential, set aside, or required to be repaid to a Collateral Agent, debtor
in possession, receiver, or other Person under any bankruptcy law, common law,
or equitable cause, then to such extent the Obligations so satisfied shall be
revived and continue as if such payment or proceeds had not been received by the
Collateral Agent and the Collateral Agent's security interests, rights, powers,
and remedies hereunder shall continue in full force and effect.

         Section 8.07 Intercreditor Agreement. This Agreement and the rights and
remedies of the Collateral Agent and the Secured Parties are subject to the
limitations, terms and conditions set forth in that certain Intercreditor
Agreement.

         Section 8.08 Conflicting Provisions; Independence of Covenants. In the
event any of the terms and provisions of this Agreement are inconsistent with
the terms and provisions of either the Intercreditor Agreement, the Term Loan
Credit Facility, the Credit Agreement or the Indenture, the respective terms of
the Intercreditor Agreement, the Term Loan Credit Facility, the Credit Agreement
and the Indenture shall control.

         IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
duly executed and delivered by its duly authorized officer on the day and year
first above written.


COMPANY:                                    PICCADILLY CAFETERIAS, INC.



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


COLLATERAL AGENT                            HIBERNIA NATIONAL BANK,
AND DEPOSITARY:                             AS COLLATERAL AGENT AND DEPOSITARY


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

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