VICORP RESTAURANTS, INC.

                       DEFERRED STOCK PLAN FOR DIRECTORS

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                                  Article I.
                         Purpose and Effectiveness

     I.1   Purpose.  The purpose of the VICORP Restaurants, Inc. Deferred
Stock Plan for Directors (the "Plan") is to promote the success of VICORP
Restaurants, Inc. (the "Company") by providing a Plan under which eligible
non-employee Directors of the Company will be awarded shares of Common Stock
of the Company, thereby increasing their proprietary interest in the Company's
business, encouraging them to remain as Directors of the Company, and
increasing their personal interest in the continued success and progress of
the Company.  The Plan also is intended to aid in attracting persons of
exceptional ability to become Directors of the Company.

     I.2   Effective Date.  The Plan will be effective on July 1, 1999 (the
"Effective Date").

                                  Article II.
                                  Definitions

     II.1  Certain Defined Terms.  Capitalized terms not defined elsewhere in
the Plan will have the following meanings (whether used in the singular or
plural):

          (a)   "Approved Transaction" means a transaction in which (i) any
     "person" (as such term is used in Sections 13(d) and 14(d) of the
     Exchange Act), other than a trustee or other fiduciary holding securities
     under an employee benefit plan of the Company or a corporation owned
     directly or indirectly by the shareholders of the Company in
     substantially the same proportions as their ownership of stock of the
     Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3
     under said Act), directly or indirectly, of securities of the Company
     representing twenty percent (20%) or more of the total voting power
     represented by the Company's then outstanding voting securities, or (ii)
     during any period of two (2) consecutive years, individuals who at the
     beginning of such period constitute the Board and any new director whose
     election by the Board or nomination for election by the Company's
     shareholders was approved by a vote of at least two-thirds (2/3) of the
     directors then still in office who either were directors at the beginning
     of the period or whose election or nomination for election was previously
     so approved, cease for any reason to constitute a majority thereof, or
     (iii) the shareholders of the Company approve a merger or consolidation
     of the Company with any other corporation, other than a merger or
     consolidation which would result in the voting securities of the Company
     outstanding immediately prior thereto continuing to represent (either by
     remaining outstanding or by being converted into voting securities of the
     surviving entity) at least eighty percent (80%) of the total voting power
     represented by the voting securities of the Company or such surviving
     entity outstanding immediately after such merger or consolidation, or the
     shareholders of the Company approve a plan of complete liquidation of the
     Company or an agreement for the sale or disposition by the Company of all
     or substantially all the Company's assets.

          (b)   "Board" means the Board of Directors of the Company.

          (c)   "Committee" means the Board or such other Committee consisting
     of two or more Directors as may be appointed by the Board for this
     purpose, where each Director on such Committee is a "Disinterested
     Person" (or any successor designation for determining who may administer
     plans, transactions or awards exempt under Section 16(b) of the Exchange
     Act), as that term is used in Rule 16b-3 under the Exchange Act, as that
     rule may be modified from time to time.

          (d)   "Common Stock" means the common stock of the Company.

          (e)   "Director" means a member of the Board who is not an employee
     of the Company or any Subsidiary.

          (f)   "Disability" means the inability to engage in any substantial
     gainful activity by reason of any medically determinable physical or
     mental impairment that (i) can be expected to result in death or (ii) has
     lasted or can be expected to last for a continuous period of at least 12
     months.

          (g)   "Fair Market Value" of a share of Common Stock means the
     average of the closing prices of the Stock on the five business days
     immediately preceding the Fair Market Value determination date.  The
     closing price is the officially quoted closing price of the Stock on
     NASDAQ or, if not reported on NASDAQ, as quoted by the National
     Quotation Bureau Incorporated, or, if the Common Stock is listed on an
     exchange, on the principal exchange on which the Common Stock is listed.

          (h)   "Subsidiary" means any corporation in which the Company owns
     directly, or indirectly through subsidiaries, more than fifty percent
     (50%) of the total combined voting power of all classes of Stock, or any
     other entity (including, but not limited to, partnerships and joint
     ventures) in which the Company owns more than fifty percent (50%) of the
     combined equity thereof.

                                  Article III.
                                 Administration

     III.1  Committee.  The Plan will be administered by the Committee.  The
Committee will hold its meetings at such times and places as it will deem
advisable.  A majority of the members of the Committee will constitute a
quorum and all determinations will be made by a majority of such quorum.  Any
determination reduced to writing and signed by all of the members of the
Committee will be fully as effective as if it had been made by a majority vote
at a meeting duly called and held.

     III.2  Powers.  The Committee will have full authority to administer the
Plan, including the authority:  (a) to construe and interpret the terms of the
Plan;  (b) to prescribe, amend and rescind rules and regulations relating to
the Plan,  (c) to provide for conditions and assurances deemed necessary or
advisable to protect the interests of the Company;  and (d) to make all other
determinations deemed necessary or advisable for the  administration of the
Plan but only to the extent not contrary to the express provisions of the
Plan.  Notwithstanding the foregoing, the Committee will have no authority,
discretion or power with respect to the selection of Directors to whom Common
Stock is to be granted, the timing of such grants, or the number of shares of
Common Stock to be granted, all of which will be as provided in this Plan and
the Committee will have no discretion as to such matters.  Each action and
determination made or taken pursuant to the Plan by the Committee, including
any interpretation or construction of the Plan, will be final and conclusive
for all purposes and upon all persons.  No member of the Committee will be
liable for any action or determination made or taken by him or the Committee
in good faith with respect to the Plan.

                                  Article IV.
                          Shares Subject to the Plan

     IV.1  Number of Shares.  Subject to the provisions of this Article IV,
the maximum number of shares of Common Stock which may be granted during the
term of the Plan will be 150,000 shares (the "Maximum Shares").  Shares of
Common Stock will be made available from the authorized but unissued shares of
the Company.

     IV.2  Adjustments.  If the Company subdivides its outstanding shares of
Common Stock into a greater number of shares of Common Stock (by stock
dividend, stock split, reclassification or otherwise) or combines its
outstanding shares of Common Stock into a smaller number of shares of Common
Stock (by reverse stock split, reclassification or otherwise), or if the
Committee determines that any stock dividend, extraordinary cash dividend,
reclassification, recapitalization, reorganization, split-up, split-off, spin-
off, combination, exchange of shares, warrants or rights offering to purchase
Common Stock, or other similar corporate event (including mergers or
consolidations other than those which constitute Approved Transactions)
affects the Common Stock such that an adjustment is required in order to
preserve the benefits or potential benefits intended to be made available
under this Plan, then the Committee shall, in such manner as the Committee may
deem equitable and appropriate, make such adjustments to the number and kind
of shares which thereafter may be granted; provided, however, that the number
of shares subject to any grant will always be a whole number.

                                  Article V.
                               Grants of Awards

     V.1   Generally.  All grants of shares of Common Stock hereunder will be
automatic and non-discretionary and will be made strictly in accordance with
the following provisions:

          (a)  No person will have any discretion to select which Directors
     will be granted shares of Common Stock or to determine the number of
     shares of Common Stock granted to Directors.

          (b)  Effective as of the last day of each calendar quarter beginning
     with the calendar quarter commencing on July 1, 1999, each Director will
     be automatically granted a number of shares of Common Stock as of the
     last day of each calendar quarter equal to the sum of $5,000 divided by
     the Fair Market Value (determined as of the last day of each quarter) of
     one share of Common Stock, rounded to the nearest whole share (with cash
     paid in lieu of any fractional share).

          (c)  In the event that any grant of Common Stock under this Section
     would cause the number of shares of Common Stock, when added to those
     shares previously granted under the Plan, to exceed the Maximum Shares
     set forth in Section 4.1, then each such automatic grant shall be for
     that number of whole shares determined by dividing the total number of
     shares of Common Stock remaining available for grant by the number of
     Directors on the automatic grant date.  No further grants shall be made
     until such time, if any, as additional shares of Common Stock become
     available for grant under the Plan through action of the Board to
     increase the number of shares of Common Stock which may be issued under
     the Plan.

     V.2   Issuance or Deferral of Common Stock Grants.

           (a)  Deferral of Common Stock Grant:  A Director may, no later than
     the first day of the Plan Year (which will run from July 1 through the
     following June 30) <F1>, elect to defer his or her receipt of the Common
     Stock to be granted for such Plan Year by providing to the Committee a
     signed and completed Deferral Agreement, in the form acceptable to the
     Committee.  Such deferral election will cause the Common Stock otherwise
     granted for such Plan Year to be deferred and not issued, distributed, or
     paid to the Director until the expiration of five years from the date of
     such grant of Common Stock or the termination of the Director's status as
     a Director (the "Deferral Period"), whichever is elected by the Director
     on the Deferral Agreement.  Shares of Common Stock subject to a Deferral
     Agreement will not constitute issued and outstanding shares of Common
     Stock for corporate purposes, and will be subject to the following
     restrictions:

                 (i)   Voting.  The Director will have no right to vote the
          Deferred Shares for any matter.

                 (ii)  Dividends and Distributions.  The Director will not
          have the right to receive and retain any dividends or distributions
          paid or distributed on such Deferred Shares until the Deferral
          Period will have expired.  During the Deferral Period, the Director
          will be credited on the books of the Company (but no separate fund
          or account will be established with respect to such credits) with
          any dividends or distributions which otherwise would have been paid
          on such Deferred Shares during the Deferral Period.  Upon the
          expiration of the Deferral Period, the Director will be paid an
          amount equal to the dividends and distributions credited to such
          Director on the books of the Company during the Deferral Period on
          such Deferred Shares, without earnings or interest thereon.

                 (iii)  Payment Upon Expiration of Deferral Period.  At the
          same time any Deferral Election is made, the Director will elect to
          receive payment at the end of the Deferral Period either:

                    (A) in one lump sum payment of cash (equal to the Fair
                    Market Value of the deferred Common Stock as of the last
                    day of the Deferral Period) or the number of whole shares
                    of Common Stock deferred, without interest thereon, or

                    (B) in substantially equal installment payments of cash or
                    whole shares of Common Stock over a three year period
                    commencing within a reasonable period of time after the
                    expiration of the Deferral Period.  If installment
                    payments of cash are elected, the Fair Market Value of the
                    Common Stock deferred will be determined as of the last
                    day of the Deferral Period, and such amount will be
                    credited with interest at the publicly announced prime
                    rate of interest charged by the Company's primary lender
                    (as determined by the Company) in effect on such date and
                    on each anniversary date thereafter with such interest
                    paid on each anniversary date.  If the Director elects
                    installment payments in whole shares of Common Stock,
                    one-third of the number of shares of Common Stock deferred
                    will be distributed to the Director each year, without
                    interest thereon.

               Notwithstanding any other provision of this (iii), the Director
               may change his election as to the form of the distribution, but
               not the timing of the distribution, at any time prior to the
               date payments commence.

                 (iv)  Possession of Certificate.  The Director will not be
          entitled to delivery of the stock certificate or certificates
          representing such Deferred Shares until the Deferral Period will
          have expired.

                 (v)   Transferability.  The Director may not sell, assign,
          transfer, pledge, exchange, encumber or dispose of the Deferred
          Shares or his interest in them during the Deferral Period.

                 (vi)  Deferred Shares Part of Company's General Assets.  All
          Deferred Shares and other amounts payable in accordance with this
          Plan under a Deferral Agreement will constitute a contractual
          general unsecured obligation of the Company.  Such amounts, as well
          as any administrative costs relating to the Plan, will be paid out
          of the general assets of the Company.  The Company will not be
          required to fund its obligations with respect to Deferred Shares
          under this Plan and any Deferral Agreement in any manner, whether by
          purchase of insurance or endowment contracts, or contributions to a
          trust fund, or deposits in an escrow account, or otherwise; and if
          the Company does choose to do so, then the Directors will not have
          any right or interest in such contract, trust, or account but may
          look only to the Company's unsecured promise to pay in accordance
          with the provisions of this Plan.  Nothing contained in this Plan
          will be deemed to create a trust of any kind or to create any
          fiduciary relationship.

           (b)  Election to Receive Common Stock Grant:  If the Director fails
     to timely execute a Deferral Agreement as provided in Section 5.2(a),
     then, within a reasonable period of time after each grant date, the stock
     certificate or certificates representing the shares of Common Stock
     granted to the Director will be issued and registered in the name of the
     Director to whom such shares have been granted, and such Director will
     enjoy all of the rights and responsibilities of a holder of Common Stock.

                                  Article VI.
                             General Provisions

     VI.1 Acceleration of Payment of Deferred Shares.

           (a)  Death.  If a Director dies during a Deferral Period, any
     Deferred Shares will be issued within a reasonable period of time to the
     Beneficiary named by the Director in the Deferral Form.  If a Director
     dies after the Deferral Period, but before all amounts due under this
     Plan have been paid to the Director under Section 5.2(a)(iii), any
     amounts or shares of Common Stock due will be paid or issued to the
     Beneficiary named in the Deferral Form within a reasonable period of time
     after the Director's death.

           (b)  Approved Transactions.  In the event of any Approved
     Transaction during a Deferral Period, any Deferred Shares will be issued
     to the Director prior to the closing of the Approved Transaction so that
     the Director may participate in the Approved Transaction as a holder of
     Common Stock.

     VI.2  No Right to Continued Directorship.  Nothing contained in the Plan
or in any grant, and no action of the Company or the Committee with respect
thereto, will confer or be construed to confer on any Director any right to
continue as a Director or interfere in any way with the right of the Company
or its shareholders to terminate the Director's term as Director at any time,
with or without cause.

     VI.3  Nonalienation of Benefits.  No right or benefit under the Plan
(including any Deferred Shares and any future grants of Common Stock) will be
subject to anticipation, alienation, sale, assignment, hypothecation, pledge,
exchange, transfer, encumbrance or charge, and any attempt to anticipate,
alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or
charge the same will be void.  No right or benefit hereunder will in any
manner be liable for or subject to the debts, contracts, liabilities or torts
of the person entitled to such benefits.

     VI.4  Termination and Amendment.  The Board or the Committee may at any
time terminate the Plan, and may, from time to time, suspend or discontinue
the Plan or modify or amend the Plan in such respects as it will deem
advisable; except that no such modification or amendment will be effective
prior to approval by the Company's shareholders to the extent shareholder
approval is required by applicable legal requirements.  No modification,
extension, renewal or other change in any Common Stock granted under the Plan,
whether or not such Common Stock is deferred, will be made after the grant of
such Common Stock, unless the same is consistent with the provisions of the
Plan.

     VI.5  Government and Other Regulations.  The obligation of the Company
with respect to grants of Common Stock will be subject to all applicable laws,
rules and regulations and such approvals by any governmental agencies as may
be required.

     VI.6  Withholding.  The Company's obligation to deliver shares of Common
Stock under the Plan will be subject to applicable federal, state and local
tax withholding requirements.  Federal, state and local withholding tax due at
the time of a grant of, or expiration of the Deferral Period with respect to,
Common Stock may, in the discretion of the Committee, be paid in shares of
Common Stock already owned by the Director or through the withholding of
shares otherwise issuable to such Director, upon such terms and conditions as
the Committee will determine.  If the Director will fail to pay, or make
arrangements satisfactory to the Committee for the payment, to the Company of
all such federal, state and local taxes required to be withheld by the
Company, then the Company shall, to the extent permitted by law, have the
right to deduct from any payment of any kind otherwise due to such Director
an amount equal to any federal, state or local taxes of any kind required to
be withheld by the Company with respect to such Common Stock.

     VI.7  Non-Exclusivity of the Plan.  The adoption of the Plan by the Board
will not be construed as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options and the awarding of stock
and cash otherwise then under the Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.

     VI.8  Exclusion from Other Benefit Computation.  By acceptance of a grant
of Common Stock, each Director will be deemed to have agreed the amount of any
compensation deemed to be received by a Director at the time of a grant of,
or upon the expiration of the Deferral Period with respect to, Deferred
Shares, will not constitute "earnings" with respect to which any other
employee or Director benefits of such person are determined, including without
limitation benefits under any pension, profit sharing, or life insurance plan.
In  addition, each beneficiary of a deceased Director will be deemed to have
agreed that such grant or expiration of a Deferral Period will not affect the
amount of any life insurance coverage, if any, provided by the Company on the
life of the Director which is payable to such beneficiary under any life
insurance plan covering Directors of the Company.

     VI.9  Governing Law.  The Plan will be governed by, and construed in
accordance with, the laws of the State of Colorado.

     VI.10  Company's Rights.  The grant of Common Stock pursuant to the Plan
will not affect in any way the right or power of the Company to make
reclassifications, reorganizations or other changes of or to its capital or
business structure or to merge, consolidate, liquidate, sell or otherwise
dispose of all or any part of its business or assets.

     VI.11  Successors.  All obligations of the Company under the Plan, with
respect to grants of Common Stock and Deferred Shares hereunder, will be
binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

     VI.12  Legal Construction.  Except where otherwise indicated by the
context, any masculine term used herein also will include the feminine; the
plural will include the singular and the singular will include the plural.

     VI.13  Severability.  In the event any provision of the Plan will be held
illegal or invalid for any reason, the illegality or invalidity will not
affect the remaining parts of the Plan and the Plan will be construed and
enforced as if the illegal or invalid provision had not been included.

     VI.14  Duration of Plan.  The Plan will terminate at such time as may be
determined by the Board, and no Common Stock will be granted after such
termination.  If not sooner terminated under the preceding sentence, the Plan
will fully cease and expire at midnight on the date that is ten years from the
Effective Date.



                         VICORP RESTAURANTS, INC.
                     DEFERRED STOCK PLAN FOR DIRECTORS
                            DEFERRAL AGREEMENT
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Name of Director:_______________________________________________________
Grants of Common Stock to be Deferred:  Grants from July 1, 1999, through
June 30, 2000

This Deferral Agreement must be signed and returned to the Company by the
first day of the Plan Year (July 1 - June 30) to which the Deferral Agreement
applies (except that, for the Plan Year commencing on July 1, 1999, the
Deferral Agreement must be returned by July 31, 1999).
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     THIS  DEFERRAL  AGREEMENT, dated the ___ day of __________, 19__, is
entered into between VICORP Restaurants, Inc., a Colorado corporation (the
"Company"), and the Director named above.

     Under the terms of the VICORP Restaurants, Inc. Deferred Stock Plan for
Directors, a copy of which is attached hereto (the "Plan"), a Director may
elect to defer the receipt of Common Stock granted during the Plan Year
(July 1 - June  30) to the Director under the Plan.  By signing this Deferral
Agreement, the Director agrees to defer the receipt of all of the Common Stock
granted to the Director during the Plan Year identified above (the
"Deferred Shares") as provided below.  (Terms capitalized but not defined
herein are used as defined in the Plan.)

     I agree to defer all of the Deferred Shares until: (Select (a) or (b))

     ____ (a)  The date which is five years from the date of this Agreement.

     ____ (b)  The date on which my term as a Director of the Company expires
               for any reason.

     I elect to have Deferred Shares distributed at the end of the Deferral
Period: (Select (a) or (b))

     ____ (a)  In one lump sum in:
               ____ cash
               ____ whole shares of Common Stock

     ____ (b)  In payments over a three year period in:
               ____ cash (interest will be credited as described in the Plan)
               ____ whole shares of Common Stock

     1.    No Rights as Shareholder Until End of Deferral Period.  I
understand that I will not receive any dividends that may be paid on the
Deferred Shares and that I may not vote the Deferred Shares until the end of
the Deferral Period.  I understand that I do not have any rights as a
shareholder of the Company until the end of the Deferral Period and until the
Deferred Shares are issued to me.

     2.    Payment Upon Death.  Upon my death, I understand that the Deferral
Period will end and that my Deferred Shares will be issued within a
reasonable period of time after my death to the person(s) named in the
Beneficiary Designation attached hereto.  If the Beneficiary Designation is
not completed, the Deferred Shares will be issued to my estate.

     3.    Incorporation of Plan by Reference.  I agree that the Deferred
Shares will be subject to all of the restrictions, terms and conditions
specified in the Plan, and that all of such restrictions, terms and conditions
are incorporated, by reference, into this Agreement.  To the extent that
there may be any conflict between any term or provision of the Plan and any
term or provision of this Agreement, the term or provision of the Plan shall
control.

     4.    Terms of Agreement Binding.  The terms and provisions of this
Agreement shall be binding upon, and shall inure to the benefit of, the
Director and his executors or administrators, heirs, and personal and legal
representatives.

     5.    Applicable Law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of Colorado.

     6.    Entire Agreement.  The Director and the Company agree that this
Agreement, together with the Plan, set forth all of the promises, agreements,
conditions, understandings, warranties, and representations between the
parties with respect to the Deferred Shares and that there are no promises,
agreements, conditions, understandings, warranties, or representations, oral
or written, express or implied between the parties with respect to the
Deferred Shares other than as set forth in such Plan and this Agreement.  The
parties further agree that any modification or any waiver of any provision
contained in this Agreement or the Plan shall not be valid unless made in
writing and signed by the person or persons sought to be bound by such waiver
or modifications.

     7.    Tax Consequences.  The Director agrees that the Company has made no
representations regarding the tax consequences to the Director of the grant,
deferral, or issuance of the Deferred Shares, and the Director agrees to hold
the Company harmless for any and all expenses, costs, and claims (including
reasonable attorneys' fees) that may arise as a result of the Director's tax
consequences under the Plan and this Agreement.  The Director is encouraged to
seek his or her own tax advice regarding these transactions.

     IN WITNESS WHEREOF, the Company and the Director have duly executed this
Agreement as of the day and year first above written.


                              VICORP RESTAURANTS, INC.


                              By:   ___________________________________
                              Title:___________________________________


                              DIRECTOR:

                              _________________________________________
                              (Signature)
                              _________________________________________
                              (Date)




                       BENEFICIARY DESIGNATION FORM
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INSTRUCTIONS:  Complete the following table with information about your
principal beneficiary and your contingent (secondary) beneficiaries for your
Deferred Shares under the VICORP Restaurants, Inc. Deferred Stock Plan for
Directors (the "Plan").  This beneficiary designation will apply to the
Deferred Shares described in this Agreement at your death.

     Subject to applicable state and federal law and pursuant to
     the provisions of the Plan, I hereby revoke all previous
     beneficiary designations with respect to the Deferred Shares
     described in this Agreement, if any.  I designate the following
     as the beneficiary to receive the Deferred Shares described
     in this Agreement upon my death.

Principal beneficiaries:                                             % of
  Full Name             Birthday           Relationship          Distribution
  ---------             --------           ------------          ------------

_____________________________________________________________________________

_____________________________________________________________________________

Contingent beneficiaries (who will receive if the principal beneficiaries
predecease the employee):
                                                                     % of
  Full Name             Birthday           Relationship          Distribution
  ---------             --------           ------------          ------------

_____________________________________________________________________________

This designation may be changed or revoked by you at any time.  A beneficiary
designation, change, or revocation is effective upon receipt by the Company.
Payment will be made to a beneficiary only if such beneficiary survives the
Director.

__________________________              __________________________________
Date                                    Director's Signature

      --THE ELECTIONS MADE UNDER THIS FORM ARE NOT EFFECTIVE UNTIL
                        RECEIVED BY THE COMPANY--
                         DOCUMENT LOCATER PAGE


_______________________________
     <F1>  For the Plan Year commencing on the Effective Date of the Plan, the
Director may make the deferral election at any time within 30 days after the
Effective Date.