[ARTICLE] 5
           
          
           
           SECOND REVOLVING CREDIT NOTE



$5,000,000                            July 5, 1996
                               Baltimore, Maryland

     FOR VALUE RECEIVED, DAVCO RESTAURANTS, INC.,
a corporation organized and existing under the
laws of the State of Delaware ("DavCo"), SOUTHERN
HOSPITALITY CORPORATION, a corporation organized
and existing under the laws of the State of
Tennessee ("SHC"), and MDF, Inc., a corporation
organized and existing under the laws of the State
of Delaware ("MDF") jointly and severally (each of
DavCo, SHC and MDF a "Borrower"; each of Borrower
DavCo, SHC and MDF collectively, the "Borrower"),
jointly and severally, promise to pay to the order
of The First National Bank of Maryland (the
"Lender") the principal sum of $5,000,000 (the
"Principal Sum"), or such sums thereof as are
outstanding from time to time pursuant to the Loan
Agreement (hereinafter defined) under the Second
Revolving Credit Facility (as that term is defined
in the Loan Agreement) with interest thereon as
provided below.  Interest and principal shall be
payable in lawful money of the United States,
which shall be legal tender in payment of all
debts and dues, public and private, at the time of
payment.  

     The term "Loan Agreement" means the Loan
Agreement dated the same date as this Second
Revolving Credit Note (as the Loan Agreement may
be amended, modified, restated, substituted,
extended and renewed at any time and from time to
time), among the Borrower and the Lender. 
Capitalized terms used herein and not otherwise
defined shall have the same meanings as set forth
in the Loan Agreement.  This Note is the "Second
Revolving Credit Note" (as that term is defined in
the Loan Agreement).

     Interest on the outstanding principal balance
of this Note at the Floating Rate (as that term is
defined in the Loan Agreement) and/or at any Fixed
Rate (as that term is defined in the Loan
Agreement) in effect from time to time shall be
payable monthly on the fifth day of each month in
each calendar year.  The entire unpaid principal
balance and any accrued but unpaid interest shall
be due and payable in full on the Second Revolving
Credit Termination Date (as that term is defined
in the Loan Agreement).

     The unpaid principal balance of this Note
shall bear interest at the Floating Rate, except
during any period of time in which the Fixed Rate
has been selected in accordance with the Loan
Agreement.  Subject to the conditions set forth in
the Loan Agreement, the Floating Rate and up to
five (5) Fixed Rates may be applicable to portions
of the Principal Sum at any one time.

     Interest shall be charged based on a 360-day
year factor applied to actual days elapsed.

     The fact that the principal balance of this
Note may be reduced to zero from time to time will
not affect the continuing validity of this Note or
the Loan Agreement, and such balance may be
increased to the full Principal Sum after any such
reduction to zero.

     If a Default occurs and continues beyond the
applicable cure periods (if any) set forth in the
Loan Agreement, the unpaid principal balance of
this Note shall bear interest thereafter at a rate
of two percent (2%) per annum in excess of the
rate or rates of interest otherwise applicable to
the principal of this Note (or portions thereof if
more than one (1) interest rate is applicable)
until the Default is cured.  In addition, any
payment received more than fifteen (15) days after
its due date will be subject to a late charge in
an amount equal to 1% of the payment.

     All payments under this Note will be made to
the Lender as provided in the Loan Agreement.  All
such payments received by the Lender shall be
applied in accordance with the Loan Agreement.

     Any portion of the Principal Sum accruing
interest at the Floating Rate may be prepaid in
whole or in part at any time without premium or
penalty.  Any portion of the Principal Sum
accruing interest at a Fixed Rate may be prepaid
in whole or in part but subject to payment of the
prepayment fee described in the Loan Agreement.

     If a Default occurs and continues beyond the
applicable cure periods (if any) set forth in the
Loan Agreement, the unpaid balance of the
Principal Sum together with interest thereon
shall, at the option of the Lender, at once become
and be due and payable.

     If this Note is forwarded to an attorney for
collection after the occurrence of a Default, the
Borrower shall pay all reasonable costs of
collection, including, without limitation, court
costs and reasonable attorney's fees.

     Upon the occurrence of a Default under the
Loan Agreement, the Borrower hereby authorizes and
empowers at any time thereafter the clerk of court
or any attorney of any court of record within the
State of Maryland to appear for the Borrower in
any court in one or more proceedings or before any
clerk or any other officer thereof and to confess
judgment against the Borrower in favor of the
Lender and/or any subsequent holder of this Note
for an amount equal to the total of (a) the then
unpaid principal balance of this Note (whether
then due or not), (b) interest accrued thereon and
any premiums, (c) costs of suit, and (d)
attorney's fees of $250,000.  The authority and
power to confess judgment herein contained shall
not be exhausted by one or more exercises thereof,
or by an imperfect exercise thereof, and shall not
be extinguished by any judgment entered pursuant
thereto.  Such authority and power may be
exercised on one or more occasions, from time to
time, in the same or different jurisdictions, as
often as the Lender or any subsequent holder shall
deem necessary or desirable for all of which this
Note shall be sufficient warrant. 

     In the event that any provision (or any part
of any provision) contained in this Note shall for
any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect
any other provision (or remaining part of the
affected provision) of this Note, but this Note
shall be construed as if such invalid, illegal or
unenforceable provision (or part thereof) had
never been contained herein but only to the extent
it is invalid, illegal or unenforceable.

     The Borrower waives presentment, protest and
demand, notice of protest, notice of demand and of
dishonor and non-payment of this Note (provided
that, this paragraph shall in no manner limit or
affect any notice and cure period the Borrower is
entitled to under the Loan Agreement), and
expressly agree that this Note or any payment
hereunder may be extended from time to time
without in any way affecting the liability of the
Borrower.

     Time is of the essence of this Note.

     This Note shall be governed by, and construed
in accordance with, the Laws of the State of
Maryland.

     WITNESS the signatures and seals of the
Borrower as of the day and year first above
written.

WITNESS OR ATTEST:  DAVCO RESTAURANTS, INC.


_____________By:_______________________
(Seal)       Peter J. Campisi
             Senior Vice President and
             Chief Financial Officer          

WITNESS OR ATTEST:SOUTHERN HOSPITALITY CORPORATION

S\PETER J. CAMPISI
_________________________          By:_______________________(Seal)
Peter J. Campisi                          
Senior Vice President and               
Chief Financial Officer          

WITNESS OR ATTEST:       MDF, Inc

S/PETER J. CAMPISI
_________________________          By:_______________________(Seal)
Peter J. Campisi
Senior Vice President and
Chief Financial Officer