March 3, 1997



Vicorp Restaurants, Inc.
400 West 48th Avenue
Denver, Colorado 80216

Attention:  Stanley Ereckson, Jr.

       Re:  First Amendment and Waiver to Multi-Bank Agreement and
            Single Bank Agreement

Ladies and Gentlemen:

      Reference is made to (a) that certain $35,000,000
Credit Agreement dated as of October 31, 1996 (the "Multi-
Bank Agreement"), among Vicorp Restaurants, Inc.
("Borrower"), the financial institutions named therein as
lenders ("Lenders"), and NationsBank of Texas, N.A.
("NationsBank"), as Agent for Lenders, and (b) that certain
$5,000,000 Credit Agreement dated as of October 31, 1996
(the "Single Bank Agreement") between Borrower and
NationsBank.  Unless otherwise indicated, all capitalized
terms herein are used as defined in the Multi-Bank
Agreement.

      Borrower has advised NationsBank and Lenders that (a)
Borrower has established a payroll account (the "Payroll
Account") with Wells Fargo Bank, N.A., pursuant to
documentation which provides that Wells Fargo Bank, N.A., has
a security interest in the monies in the Payroll Account
(the "Subject Transaction"), and (b) certain real property
owned by Borrower has been the subject of an eminent domain
condemnation proceeding (the "Condemnation  Proceeding")
which resulted in compensation to Borrower in the
approximate amount of $1,100,000.

      Borrower has asked NationsBank and Lenders to consent
to the Subject Transaction, and to amend, modify and waive
certain provisions of Section 7.02 of the Multi-Bank Agreement and
Section 6.02 of the Single-Bank Agreement relating to the Subject
Transaction, the Condemnation Proceeding and certain other matters.
Therefore, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Borrower, NationsBank and
Lenders agree as follows:


     1.  Amendments.

           a.  Section 7.02(a)(ii)(D) of the Multi-Bank
     Agreement and Section 6.02 of the Single Bank Agreement
     regarding Liens, is hereby amended by deleting
     "$20,000,000" in the last line of such Section and
     inserting in lieu thereof "$24,000,000".

           b.  Section 7.02(e) of the Multi-Bank Agreement
     and Section 6.02 of the Single Bank Agreement regarding
     Guarantees is hereby amended by deleting the word "and"
     prior to subclause (ii) thereof, and adding a new
     subclause (iii) at the end of such section, as follows:

           "and (iii) existing guarantees as disclosed on
           Schedule 7.02(b)."

           c.  Schedule 7.02(b) of the Multi-Bank Agreement
     is hereby amended by deleting such schedule in its
     entirety and inserting in lieu thereof the new Schedule
     7.02(b) attached hereto.

     2.  Consent and Waivers.

           a.  NationsBank and Lenders consent to the
     Subject Transaction and agree not to enforce any of
     their rights or remedies under Section 7.02(a)(ii) of
     the Multi-Bank Agreement and Section 6.02 the Single
     Bank Agreement relating to a prohibition against
     certain Liens on Borrower's property that will be
     created as a result of Borrower's entry into the
     Subject Transaction; provided that on any given day the
     balance in the Payroll Account may never exceed
     $500,000, and the total amount on deposit less the
     amount subject to payment orders issued by Borrower
     shall never exceed $10,000.

           b.  NationsBank and Lenders agree not to enforce
     any of their rights and remedies under Section
     7.02(h)(ii)(C) of the Multi-Bank Agreement and Section
     6.02 of the Single Bank Agreement relating to a
     mandatory prepayment in the event of certain asset
     dispositions that will otherwise be required as a
     result of the Condemnation Proceeding.

      3.  No Waiver of Defaults.  Borrower agrees that this
letter does not constitute a wavier of, or a consent to, any
present or future violation of or noncompliance with any
provision of any Loan Document, or a wavier of NationsBank's
and Lender's right to insist upon future compliance with
each term, covenant, condition and provision of the Loan
Documents, and the Loan Documents shall continue to be
binding upon, and inure to the benefit of, Borrower,
NationsBank and Lenders and their respective successors and
assigns.

       4.  Representations and Warranties.  Borrower
represents and warrants to NationsBank and Lenders that (a)
the execution and delivery of this letter have been
authorized by all requisite corporate action on its part and
will not violate its organization documents, (b) the
representations and warranties in each Loan Document to
which it is a party are true and correct in all material
respects on and as of the date hereof as though made on and
as of the date hereof (except to the extent that (i) such
representations and warranties speak to a specific date or
(ii) the facts on which such representations and warranties
are based have been changed by transactions contemplated by
the Loan Documents or this letter), and (c) it is in full
compliance with all covenants and agreements contained in
each Loan Document to which it is a party (except for
noncompliance permitted by this letter).

      5.  Loan Document; Effect.  This letter is a Loan
Document, and, therefore, this letter is subject to the
applicable provisions of Article IX of the Multi-Bank
Agreement and Article VIII of the Single Bank Agreement, all
of which applicable provisions are incorporated herein by
reference the same as if set forth herein verbatim.  Except
as affected by this letter, the Loan Documents are unchanged
and continue in full force and effect.  Borrower agrees that
all Loan Documents to which it is a party remain in full
force and effect and continue to evidence its legal, valid,
and binding obligations enforceable in accordance with their
terms (as the same are affected by this letter).  Borrower
hereby releases NationsBank and Lenders from any liability
for actions or failures to act in connection with the Loan
Documents prior to the date hereof.  This letter shall be
binding upon and inure to the benefit of each of the
undersigned and their respective successors and permitted
assigns.

       6.  Multiple Counterparts.  This letter may be
executed in more than one counterpart, each of which when so
executed shall be deemed to be an original, but all of which
when taken together shall constitute one and the same
instrument.

      7.  Fees and Expenses.  Borrower agrees to pay the
reasonable fees and expenses of counsel to NationsBank and
Lenders rendered in connection with the preparation,
negotiation and execution of this letter.

      8.  Final Agreement.  THE LOAN DOCUMENTS, AS AMENDED
HEREBY, REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT OF THE
PARTIES.  THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

     This letter shall not become effective unless and until
NationsBank receives copies executed by Borrower,
NationsBank and each Lender in the spaces provided below.

      If you are in agreement with the foregoing, please  so
indicate by executing the enclosed counterparts of this
letter in the spaces provided below and returning them to
NationsBank to the attention of the officer named below.


Very truly yours,


NATIONSBANK OF TEXAS, N.A.          COLORADO NATIONAL BANK


By: /s/ Kimberly Knop               By: /s/ Andres C. Koeneke
   _________________________           _______________________________
        Kimberly  Knop                      Andres C. Koeneke
        Vice President                      Vice President


AGREED AND ACCEPTED:

VICORP RESTAURANTS, INC.


By:    /s/ Michael R. Kinnen
       ____________________________________
Name:      Michael R. Kinnen
       __________________________________
Title:  Vice President/Treasurer
       _________________________________



                      SCHEDULE 7.02(b)
                   PERMITTED EXISTING DEBT
               ______________________________

1.   Promissory note of VICORP Restaurants, Inc. in the
     original principal amount of $249,642.00 dated January
     16, 1996 payable to the Morton A. Ives Trust.

2.   Existing capital lease obligations totaling $10,928,000
     as of 7/31/96 (per attached)

3.   Existing Guarantees totaling $5,976,727 (per attached)

4.   Existing Guarantees of obligations relating to
     properties previously disposed of not exceeding $4,000,000