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                                   EXHIBIT 10

                              Fourth Amendment to
                           Revolving Credit Agreement

This Fourth Amendment to the Revolving Credit Agreement, dated as of March 7,
1997 is made by and between The Provident Bank (the "Bank"), an Ohio banking
corporation, doing business at One East Fourth Street, Cincinnati, Ohio 45202,
and Max & Erma's Restaurants, Inc. (the "Borrower"), a Delaware corporation,
doing business at 4849 Evanswood Drive, Columbus, Ohio 43229.

                                   WITNESSETH

WHEREAS, the parties hereto have previously entered into that certain Revolving
Credit Agreement dates as of October 25, 1993, which has been amended three
times on January 17, 1994, August 25, 1995, and February 17, 1996 (hereinafter
the "RCA"), whereby the Bank made certain loans to Borrower.

WHEREAS, the parties wish to further amend the RCA to provide for changes in
covenants and certain other provisions.

NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, the parties hereto agree as follows:

1. The date in the last line of Section 1.1(a) shall be amended to read
"January 1, 2004".

2. The second sentence of Section 1.1(b) shall be deleted and the following
inserted in its place: The initial Baseline Commitment of the Bank is
$18,000,000 which Baseline Commitment shall decrease by $900,000 every three
months, with the first decrease to occur on March 1, 1999.

3. The ratio referred to in the last line of Section 6.2(b) shall be amended to
read "1 to 1".

4. Insert after "$100,000", within the fourth line of section 6.1(c) the
following: except for those liabilities associated with the establishment of a
new wholly owned subsidiary the sole purpose of which is to operate one or more
Italian theme restaurants,

5. Delete the word "and" in the seventh line of Section 6.1(g) and insert the
word "or".

6. Replace the period at the end of Section 6.1(g) with a semicolon and after
the semicolon insert the following: 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 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.


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IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to the
Revolving Credit Agreement as of the date first set forth above.

MAX & ERMA'S RESTAURANTS, INC.                       THE PROVIDENT BANK

BY: /s/ William C. Niegsch, Jr.             BY: /s/ Michael G. Giulioli
   ---------------------------------           --------------------------------
         William C. Niegsch, Jr.                      Michael G. Giulioli
         Executive Vice President                     Regional Vice President


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