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                                                                     Exhibit 4.2
                                                                  EXECUTION COPY

                                  $126,530,000

                            VICORP RESTAURANTS, INC.

                          10-1/2% Senior Notes due 2011

                               Purchase Agreement

                                                                   April 6, 2004

J.P. Morgan Securities Inc.
 As Representative of the
 several Initial Purchasers listed
 in Schedule 1 hereto
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

            VICORP Restaurants, Inc., a Colorado corporation (the "Company"),
proposes to issue and sell to the several Initial Purchasers listed in Schedule
1 hereto (the "Initial Purchasers"), for whom you are acting as representative
(the "Representative"), $126,530,000 principal amount of its 10-1/2% Senior
Notes due 2011 (the "Securities"). The Securities will be issued pursuant to an
Indenture to be dated as of April 14, 2004 (the "Indenture") among the Company,
VI Acquisition Corp., a Delaware corporation (the "Parent"), Village Inn Pancake
House of Albuquerque, Inc., a New Mexico corporation ("VI New Mexico" and
together with the Parent, the "Guarantors") and Wells Fargo Bank, National
Association, as trustee (the "Trustee"), and will be guaranteed on an unsecured
senior basis by each of the Guarantors (the "Guarantees").

            The Securities will be sold to the Initial Purchasers without being
registered under the Securities Act of 1933, as amended (the "Securities Act"),
in reliance upon an exemption therefrom. The Company has prepared a preliminary
offering memorandum dated March 22, 2004 (the "Preliminary Offering Memorandum")
and will prepare an offering memorandum dated the date hereof (the "Offering
Memorandum") setting forth information concerning the Company and the
Securities. Copies of the Preliminary Offering Memorandum have been, and copies
of the Offering Memorandum will be, delivered by the Company to the Initial
Purchasers pursuant to the terms of this Agreement. The Company hereby confirms
that it has authorized the use of the Preliminary Offering Memorandum and the
Offering Memorandum in connection with the offering and resale of the Securities
by the Initial Purchasers in the manner contemplated by this Agreement.
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Offering Memorandum.

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            Holders of the Securities (including the Initial Purchasers and
their direct and indirect transferees) will be entitled to the benefits of a
Registration Rights Agreement, to be dated the Closing Date (as defined below)
and substantially in the form attached hereto as Exhibit A (the "Registration
Rights Agreement"), pursuant to which the Company and the Guarantors will agree
to file one or more registration statements with the Securities and Exchange
Commission (the "Commission") providing for the registration under the
Securities Act of the Securities or the Exchange Securities referred to (and as
defined) in the Registration Rights Agreement.

            The Company hereby confirms its agreement with the several Initial
Purchasers concerning the purchase and resale of the Securities, as follows:

            1.    Purchase and Resale of the Securities. (a) The Company agrees
to issue and sell the Securities to the several Initial Purchasers as provided
in this Agreement, and each Initial Purchaser, on the basis of the
representations, warranties and agreements set forth herein and subject to the
conditions set forth herein, agrees, severally and not jointly, to purchase from
the Company the respective principal amount of Securities set forth opposite
such Initial Purchaser's name in Schedule 1 hereto at a price equal to 96.4002%
of the principal amount thereof plus accrued interest, if any, from April 14,
2004 to the Closing Date. The Company will not be obligated to deliver any of
the Securities except upon payment for all the Securities to be purchased as
provided herein.

            (a)   The Company understands that the Initial Purchasers intend to
offer the Securities for resale on the terms set forth in the Offering
Memorandum. Each Initial Purchaser, severally and not jointly, represents,
warrants and agrees that:

                  (i)   it is a qualified institutional buyer within the meaning
            of Rule 144A under the Securities Act (a "QIB") and an accredited
            investor within the meaning of Rule 501(a) under the Securities Act;

                  (ii)  it has not solicited offers for, or offered or sold, and
            will not solicit offers for, or offer or sell, the Securities by
            means of any form of general solicitation or general advertising
            within the meaning of Rule 502(c) of Regulation D under the
            Securities Act ("Regulation D") or in any manner involving a public
            offering within the meaning of Section 4(2) of the Securities Act;
            and

                  (iii) it has not solicited offers for, or offered or sold, and
            will not solicit offers for, or offer or sell, the Securities as
            part of their initial offering except:

                        (A)   within the United States to persons whom it
                  reasonably believes to be QIBs in transactions pursuant to
                  Rule 144A under the Securities Act ("Rule 144A") and in
                  connection with each such sale, it has taken or will take
                  reasonable steps to ensure

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                  that the purchaser of the Securities is aware that such sale
                  is being made in reliance on Rule 144A; or

                        (B)   in accordance with the restrictions set forth in
                  Annex A hereto.

            (b)   Each Initial Purchaser acknowledges and agrees that the
Company and, for purposes of the opinions to be delivered to the Initial
Purchasers pursuant to Section 5(f), counsel for the Company and counsel for the
Initial Purchasers, respectively, may rely upon the accuracy of the
representations and warranties of the Initial Purchasers, and compliance by the
Initial Purchasers with their agreements, contained in paragraph (b) above
(including Annex A hereto), and each Initial Purchaser hereby consents to such
reliance.

            (c)   The Company acknowledges and agrees that the Initial
Purchasers may offer and sell Securities to or through any affiliate of an
Initial Purchaser and that any such affiliate may offer and sell Securities
purchased by it to or through any Initial Purchaser, in each case in accordance
with the agreements in paragraph (b) above (including Annex A hereto).

            2.    Payment and Delivery. (a) Payment for and delivery of the
Securities will be made at the offices of Simpson Thacher & Bartlett LLP at
10:00 A.M., New York City time, on April 14, 2004, or at such other time or
place on the same or such other date, not later than the fifth business day
thereafter, as the Representative and the Company may mutually agree upon in
writing. The time and date of such payment and delivery is referred to herein as
the "Closing Date".

            (b)   Payment for the Securities shall be made by wire transfer in
immediately available funds to the account(s) specified by the Company to the
Representative against delivery to the nominee of The Depository Trust Company,
for the account of the Initial Purchasers, of one or more global notes
representing the Securities (collectively, the "Global Note"), with any transfer
taxes payable in connection with the sale of the Securities duly paid by the
Company. The Global Note will be made available for inspection by the
Representative not later than 1:00 P.M., New York City time, on the business day
prior to the Closing Date.

            3.    Representations and Warranties of the Company and the
Guarantors. The Company and the Guarantors jointly and severally represent and
warrant to each Initial Purchaser that:

      (a)   Offering Memorandum. The Preliminary Offering Memorandum, as of its
date, did not, and the Offering Memorandum, in the form first used by the
Initial Purchasers to confirm sales of the Securities and as of the Closing
Date, will not, contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that
the Company and the Guarantors make no representation or warranty with respect
to any statements or omissions made in

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reliance upon and in conformity with information relating to any Initial
Purchaser furnished to the Company in writing by such Initial Purchaser through
the Representative expressly for use in the Preliminary Offering Memorandum and
the Offering Memorandum.

      (b)   Financial Statements. The financial statements and the related notes
thereto included in the Preliminary Offering Memorandum and the Offering
Memorandum present fairly in all material respects the financial position of the
Parent and its subsidiaries as of the dates indicated and the results of their
operations and the changes in their cash flows for the periods specified; such
financial statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods
covered thereby, subject in the case of interim statements, to normal year-end
adjustments; the other financial information included in the Preliminary
Offering Memorandum and the Offering Memorandum has been derived from the
accounting records of the Parent and its subsidiaries and presents fairly in all
material respects the information shown thereby; and, other than the inclusion
of a presentation of (i) pro forma adjustments relating to the offering of the
Securities and the related refinancing and (ii) pro forma statements of
operations for the twelve month period ended January 22, 2004, the pro forma
financial information and the related notes thereto included in the Preliminary
Offering Memorandum and the Offering Memorandum has been prepared in accordance
with the Commission's rules and guidance with respect to pro forma financial
information, and the assumptions underlying the pro forma financial information
presented in the Preliminary Offering Memorandum and the Offering Memorandum are
reasonable and are set forth in the Preliminary Offering Memorandum and the
Offering Memorandum.

      (c)   No Material Adverse Change. Since the date of the most recent
financial statements of the Parent included in the Preliminary Offering
Memorandum and the Offering Memorandum, (i) there has not been any change in the
capital stock or long-term debt of the Parent or any of its subsidiaries, or any
dividend or distribution of any kind declared, set aside for payment, paid or
made by the Parent or the Company on any class of capital stock, or any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the business, properties, management, financial
position, results of operations or prospects of the Parent and its subsidiaries
taken as a whole; (ii) neither the Parent nor any of its subsidiaries has
entered into any transaction or agreement that is material to the Parent and its
subsidiaries taken as a whole or incurred any liability or obligation, direct or
contingent, that is material to the Parent and its subsidiaries taken as a
whole; and (iii) neither the Parent nor any of its subsidiaries has sustained
any material loss or interference with its business from fire, explosion, flood
or other calamity, whether or not covered by insurance, or from any labor
disturbance or dispute or any action, order or decree of any court or arbitrator
or governmental or regulatory authority; except in each case as otherwise
disclosed in the Preliminary Offering Memorandum and the Offering Memorandum.

      (d)   Organization and Good Standing. The Parent and each of its
subsidiaries have been duly organized and are validly existing and in good
standing under the laws

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of their respective jurisdictions of organization, are duly qualified to do
business and are in good standing in each jurisdiction in which their respective
ownership or lease of property or the conduct of their respective businesses
requires such qualification, and have all power and authority necessary to own
or hold their respective properties and to conduct the businesses in which they
are engaged, except where the failure to be so qualified or have such power or
authority would not, individually or in the aggregate, have a material adverse
effect on the business, properties, management, financial position, results of
operations or prospects of the Parent and its subsidiaries taken as a whole or
on the performance by the Company and the Guarantors of their obligations under
the Securities and the Guarantees (a "Material Adverse Effect"). The Company has
no Significant Subsidiaries as such term is defined in Rule 1-02(x) of
Regulation S-X under the Exchange Act.

      (e)   Capitalization. The Parent has an authorized capitalization as set
forth in the Preliminary Offering Memorandum and the Offering Memorandum under
the heading "Capitalization"; and all the outstanding shares of capital stock or
other equity interests of each subsidiary of the Parent have been duly and
validly authorized and issued, are fully paid and non-assessable and are owned
directly or indirectly by the Parent, free and clear of any lien, charge,
encumbrance, security interest, restriction on voting or transfer or any other
claim of any third party (other than those granted under (i) the existing senior
credit facilities prior to the Closing Date, which shall be released in
connection with the refinancing contemplated by the Offering Memorandum and (ii)
the Senior Secured Credit Facility (as defined herein) granted in connection
with such refinancing; each as described in the Preliminary Offering Memorandum
and the Offering Memorandum).

      (f)   Due Authorization. The Company and each of the Guarantors have full
right, power and authority to execute and deliver this Agreement, the
Securities, the Indenture (including each Guarantee set forth therein), the
Exchange Securities and the Registration Rights Agreement (collectively, the
"Transaction Documents") and to perform their respective obligations hereunder
and thereunder; and all action required to be taken for the due and proper
authorization, execution and delivery of each of the Transaction Documents and
the consummation of the transactions contemplated thereby has been duly and
validly taken.

      (g)   The Indenture. The Indenture has been duly authorized by the Company
and each of the Guarantors and, when duly executed and delivered in accordance
with its terms by each of the parties thereto, will constitute a valid and
legally binding agreement of the Company and each of the Guarantors enforceable
against the Company and each of the Guarantors in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles relating to enforceability (collectively, the
"Enforceability Exceptions"); and on the Closing Date, the Indenture will
conform in all material respects to the requirements of the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations
of the Commission applicable to an indenture that is qualified thereunder.

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      (h)   The Securities and the Guarantees. The Securities have been duly
authorized by the Company and, when duly executed, authenticated, issued and
delivered as provided in the Indenture and paid for as provided herein, will be
duly and validly issued and outstanding and will constitute valid and legally
binding obligations of the Company enforceable against the Company in accordance
with their terms, subject to the Enforceability Exceptions, and will be entitled
to the benefits of the Indenture; and the Guarantees have been duly authorized
by each of the Guarantors and, when the Securities have been duly executed,
authenticated, issued and delivered as provided in the Indenture and paid for as
provided herein, will be valid and legally binding obligations of each of the
Guarantors, enforceable against each of the Guarantors in accordance with their
terms, subject to the Enforceability Exceptions, and will be entitled to the
benefits of the Indenture.

      (i)   The Exchange Securities. On the Closing Date, the Exchange
Securities (including the related guarantees) will have been duly authorized by
the Company and each of the Guarantors and, when duly executed, authenticated,
issued and delivered as contemplated by the Registration Rights Agreement, will
be duly and validly issued and outstanding and will constitute valid and legally
binding obligations of the Company, as issuer, and each of the Guarantors, as
guarantor, enforceable against the Company and each of the Guarantors in
accordance with their terms, subject to the Enforceability Exceptions, and will
be entitled to the benefits of the Indenture.

      (j)   Purchase and Registration Rights Agreements. This Agreement has been
duly authorized, executed and delivered by the Company and each of the
Guarantors; and the Registration Rights Agreement has been duly authorized by
the Company and each of the Guarantors and, when duly executed and delivered in
accordance with its terms by each of the parties thereto, will constitute a
valid and legally binding agreement of the Company and each of the Guarantors
enforceable against the Company and each of the Guarantors in accordance with
its terms, subject to the Enforceability Exceptions, and except that rights to
indemnity and contribution thereunder may be limited by applicable law and
public policy.

      (k)   Descriptions of the Transaction Documents. Each Transaction Document
conforms in all material respects to the description thereof contained in the
Preliminary Offering Memorandum and the Offering Memorandum.

      (l)   No Violation or Default. Neither the Parent nor any of its
subsidiaries is (i) in violation of its charter or by-laws or similar
organizational documents; (ii) in default, and no event has occurred that, with
notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Parent or any of its subsidiaries is a party or by which
the Parent or any of its subsidiaries is bound or to which any of the property
or assets of the Parent or any of its subsidiaries is subject; or (iii) in
violation of any law or statute or any judgment, order, rule or regulation of
any court or arbitrator or governmental or regulatory authority, except, in the
case of clauses (ii) and (iii) above, for any such default or violation that
would not, individually or in the aggregate, have a Material Adverse Effect.

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      (m)   No Conflicts. The execution, delivery and performance by the Company
and each of the Guarantors of each of the Transaction Documents to which each is
a party, the issuance and sale of the Securities (including the Guarantees) and
compliance by the Company and each of the Guarantors with the terms thereof and
the consummation of the transactions contemplated by the Transaction Documents
will not (i) conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of
the Parent or any of its subsidiaries pursuant to, any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the Parent or
any of its subsidiaries is a party or by which the Parent or any of its
subsidiaries is bound or to which any of the property or assets of the Parent or
any of its subsidiaries is subject, (ii) result in any violation of the
provisions of the charter or by-laws or similar organizational documents of the
Parent or any of its subsidiaries or (iii) result in the violation of any law or
statute or any judgment, order, rule or regulation of any court or arbitrator or
governmental or regulatory authority, except, in the case of clauses (i) and
(iii) above, for any such conflict, breach or violation that would not,
individually or in the aggregate, have a Material Adverse Effect.

      (n)   No Consents Required. No consent, approval, authorization, order,
registration or qualification of or with any court or arbitrator or governmental
or regulatory authority is required for the execution, delivery and performance
by the Company and each of the Guarantors of each of the Transaction Documents
to which each is a party, the issuance and sale of the Securities (including the
Guarantees) and compliance by the Company and each of the Guarantors with the
terms thereof and the consummation of the transactions contemplated by the
Transaction Documents, except for such consents, approvals, authorizations,
orders and registrations or qualifications as may be required (i) under
applicable state securities laws in connection with the purchase and resale of
the Securities by the Initial Purchasers and (ii) with respect to the Exchange
Securities (including the related guarantees) under the Securities Act and
applicable state securities laws as contemplated by the Registration Rights
Agreement.

      (o)   Legal Proceedings. Except as described in the Preliminary Offering
Memorandum and the Offering Memorandum, there are no legal, governmental or
regulatory investigations, actions, suits or proceedings pending to which the
Parent or any of its subsidiaries is a party or to which any property of the
Parent or any of its subsidiaries is the subject that, individually or in the
aggregate, if determined adversely to the Parent or any of its subsidiaries,
could reasonably be expected to have a Material Adverse Effect; and no such
investigations, actions, suits or proceedings, to the best knowledge of the
Company and each of the Guarantors, contemplated by any governmental or
regulatory authority or threatened by others.

      (p)   Independent Accountants. Ernst & Young LLP, who have certified
certain financial statements of the Parent and its subsidiaries, are independent
public accountants with respect to the Parent and its subsidiaries within the
meaning of Rule 101 of the Code of Professional Conduct of the American
Institute of Certified Public Accountants and its interpretations and rulings
thereunder.

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      (q)   Title to Real and Personal Property. The Parent and its subsidiaries
have good and marketable title in fee simple to, or have valid leases or rights
to lease or otherwise use, all items of real and personal property that are
material to the respective businesses of the Parent and its subsidiaries, in
each case free and clear of all liens, encumbrances, claims and defects and
imperfections of title except those that (i) do not materially interfere with
the use made and proposed to be made of such property by the Parent and its
subsidiaries or (ii) could not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.

      (r)   Title to Intellectual Property. The Parent and its subsidiaries own
or possess adequate rights to use all material patents, patent applications,
trademarks, service marks, trade names, trademark registrations, service mark
registrations, copyrights, licenses and know-how (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures) necessary for the conduct of their respective businesses;
and the conduct of their respective businesses will not conflict in any material
respect with any such rights of others, and the Parent and its subsidiaries have
not received any notice of any claim of infringement of or conflict with any
such rights of others, except, in each case, where the failure to own or possess
such rights or any such conflict or infringement will not, individually or in
the aggregate, result in a Material Adverse Effect.

      (s)   Investment Company Act. Neither the Parent nor any of its
subsidiaries is, and after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in the
Offering Memorandum none of them will be, an "investment company" or an entity
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, and the rules and regulations of the Commission
thereunder (collectively, "Investment Company Act").

      (t)   Taxes. The Parent and its subsidiaries have paid all federal, state,
local and foreign taxes and filed all tax returns required to be paid or filed
through the date hereof; and except as otherwise disclosed in the Preliminary
Offering Memorandum and the Offering Memorandum or for taxes the failure of
which to pay or file could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, there is no tax deficiency that has
been, or could reasonably be expected to be, asserted against the Parent or any
of its subsidiaries or any of their respective properties or assets that has had
or could reasonably be expected to have a Material Adverse Effect.

      (u)   Licenses and Permits. The Parent and its subsidiaries possess all
licenses, certificates, permits and other authorizations issued by, and have
made all declarations and filings with, the appropriate federal, state, local or
foreign governmental or regulatory authorities that are necessary for the
ownership or lease of their respective properties or the conduct of their
respective businesses as described in the Preliminary Offering Memorandum and
the Offering Memorandum, except where the failure to possess or make the same
would not, individually or in the aggregate, have a Material Adverse Effect; and
except as described in the Preliminary Offering Memorandum and the Offering
Memorandum, neither the Parent nor any of its subsidiaries has received notice
of any

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revocation or modification of any such license, certificate, permit or
authorization or has any reason to believe that any such license, certificate,
permit or authorization will not be renewed in the ordinary course.

      (v)   No Labor Disputes. No labor strike, slowdown, work stoppage, lockout
or other labor disturbance by or collective dispute with employees of the Parent
or any of its subsidiaries exists or, to the best knowledge of the Company and
each of the Guarantors, is contemplated or threatened that, individually or in
the aggregate, could reasonably be expected to give rise to a Material Adverse
Effect. Except as otherwise disclosed in the Preliminary Offering Memorandum and
the Offering Memorandum, no action, complaint, charge, inquiry, proceeding or
investigation by or on behalf of any employee, prospective employee, former
employee, labor organization or other representative of the Company's employees
is pending or, to the best knowledge of the Company and each of the Guarantors,
contemplated or threatened that, individually or in the aggregate, could
reasonably be expected to give rise to a Material Adverse Effect. The Parent and
its subsidiaries are not a party to, or otherwise bound by, any consent decree
with, or citation by, any government agency relating to employees or employment
practices.

      (w)   Compliance With Environmental Laws. The Parent and its subsidiaries
(i) are in compliance with all, and have not violated any, applicable federal,
state, local and foreign laws, rules, regulations, decisions, orders or other
legally enforceable requirements relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes, pollutants
or contaminants (collectively, "Environmental Laws"); (ii) have received and are
in compliance with all, and have not violated any, permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses; and (iii) have not received notice of any actual or
potential liability (including, without limitation, such liability of a third
party which could reasonably be expected to adversely affect the Parent or any
of its subsidiaries) for the investigation or remediation of any disposal or
release of hazardous or toxic substances or wastes, pollutants or contaminants,
or any actual or alleged violation of any Environmental Laws, and there is no
basis for any such liability, except in any such case for any failure to comply
with or violation of Environmental Laws, or failure to receive or comply with
such required permits, licenses or approvals, or liability, as would not,
individually or in the aggregate, have a Material Adverse Effect.

      (x)   Compliance With ERISA. Each employee benefit plan, within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), that is maintained, administered or contributed to by the
Parent or any of its affiliates for employees or former employees of the Parent
and its affiliates has been maintained in all material respects in compliance
with its terms and the requirements of any applicable statutes, orders, rules
and regulations, including but not limited to ERISA and the Internal Revenue
Code of 1986, as amended (the "Code"); no material prohibited transaction,
within the meaning of Section 406 of ERISA or Section 4975 of the Code, has
occurred with respect to any such plan excluding transactions effected pursuant
to a statutory or administrative exemption; and for each such plan that is
subject to the funding rules of Section 412 of the Code or Section 302 of ERISA,
no "accumulated funding deficiency" as defined in Section 412 of the Code has
been

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incurred, whether or not waived, and the fair market value of the assets of each
such plan (excluding for these purposes accrued but unpaid contributions)
exceeds the present value of all benefits accrued under such plan determined
using reasonable actuarial assumptions.

      (y)   Accounting Controls. The Parent and its subsidiaries maintain
systems of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management's
general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability; (iii)
access to assets is permitted only in accordance with management's general or
specific authorization; and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

      (z)   Insurance. The Parent and its subsidiaries have insurance covering
their respective properties, operations, personnel and businesses, including
business interruption insurance, which insurance is in amounts and insures
against such losses and risks as are adequate to protect the Parent and its
subsidiaries and their respective businesses; and neither the Parent nor any of
its subsidiaries has (i) received notice from any insurer or agent of such
insurer that capital improvements or other expenditures are required or
necessary to be made in order to continue such insurance or (ii) any reason to
believe that it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage at reasonable cost from
similar insurers as may be necessary to continue its business.

      (aa)  No Unlawful Payments. Neither the Parent nor any of its subsidiaries
nor, to the best knowledge of the Company and each of the Guarantors, any
director, officer, agent, employee or other person associated with or acting on
behalf of the Parent or any of its subsidiaries has (i) used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expense
relating to political activity; (ii) made any direct or indirect unlawful
payment to any foreign or domestic government official or employee from
corporate funds; (iii) violated or is in violation of any provision of the
Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment.

      (bb)  Solvency. On and immediately after the Closing Date, each of the
Parent and the Company (after giving effect to the issuance of the Securities
and the other transactions related thereto as described in the Offering
Memorandum) will be Solvent. As used in this paragraph, the term "Solvent"
means, with respect to a particular date, that on such date (i) the present fair
market value (or present fair saleable value) of the assets of each of the
Parent and the Company is not less than the total amount required to pay the
liabilities of the Parent and the Company on its respective total existing debts
and liabilities (including contingent liabilities) as they become absolute and
matured; (ii) each of the Parent and the Company is able to realize upon its
assets and pay its respective debts and other liabilities, contingent
obligations and commitments as they mature and become due in the normal course
of business; (iii) assuming consummation

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of the issuance of the Securities as contemplated by this Agreement and the
Offering Memorandum, each of the Parent and the Company is not incurring debts
or liabilities beyond its respective ability to pay as such debts and
liabilities mature; (iv) each of the Parent and the Company is not engaged in
any business or transaction, and does not propose to engage in any business or
transaction, for which its respective property would constitute unreasonably
small capital after giving due consideration to the prevailing practice in the
industry in which the Company is engaged; and (v) neither the Parent nor the
Company is a defendant in any civil action that could result in a judgment that
the Parent or the Company is or would become unable to satisfy.

      (cc)  No Restrictions on Subsidiaries. No subsidiary of the Company is
currently prohibited, directly or indirectly, under any agreement or other
instrument to which it is a party or is subject, from paying any dividends to
the Company, from making any other distribution on such subsidiary's capital
stock, from repaying to the Company any loans or advances to such subsidiary
from the Company or from transferring any of such subsidiary's properties or
assets to the Company or any other subsidiary of the Company.

      (dd)  No Broker's Fees. Neither the Parent nor any of its subsidiaries is
a party to any contract, agreement or understanding with any person (other than
this Agreement) that would give rise to a valid claim against any of them or any
Initial Purchaser for a brokerage commission, finder's fee or like payment in
connection with the offering and sale of the Securities.

      (ee)  Rule 144A Eligibility. On the Closing Date, the Securities will not
be of the same class as securities listed on a national securities exchange
registered under Section 6 of the Exchange Act or quoted in an automated
inter-dealer quotation system; and each of the Preliminary Offering Memorandum
and the Offering Memorandum, as of its respective date, contains or will contain
all the information that, if requested by a prospective purchaser of the
Securities, would be required to be provided to such prospective purchaser
pursuant to Rule 144A(d)(4) under the Securities Act.

      (ff)  No Integration. Neither the Company nor any of its affiliates (as
defined in Rule 501(b) of Regulation D) has, directly or through any agent,
sold, offered for sale, solicited offers to buy or otherwise negotiated in
respect of, any security (as defined in the Securities Act), that is or will be
integrated with the sale of the Securities in a manner that would require
registration of the Securities under the Securities Act.

      (gg)  No General Solicitation or Directed Selling Efforts. None of the
Company or any of its affiliates or any other person acting on its or their
behalf (other than the Initial Purchasers, their agents and affiliates, as to
which no representation is made) has (i) solicited offers for, or offered or
sold, the Securities by means of any form of general solicitation or general
advertising within the meaning of Rule 502(c) of Regulation D or in any manner
involving a public offering within the meaning of Section 4(2) of the Securities
Act or (ii) engaged in any directed selling efforts within the meaning of
Regulation S under the Securities Act ("Regulation S"), and all such persons
have complied with the offering restrictions requirement of Regulation S.

                                       11
<PAGE>

      (hh)  Securities Law Exemptions. Assuming the accuracy of the
representations and warranties of the Initial Purchasers contained in Section
1(b) (including Annex A hereto) and their compliance with their agreements set
forth therein, it is not necessary, in connection with the issuance and sale of
the Securities to the Initial Purchasers and the offer, resale and delivery of
the Securities by the Initial Purchasers in the manner contemplated by this
Agreement and the Offering Memorandum, to register the Securities under the
Securities Act or to qualify the Indenture under the Trust Indenture Act.

      (ii)  No Stabilization. Neither the Company nor any of the Guarantors has
taken, directly or indirectly, any action designed to or that could reasonably
be expected to cause or result in any stabilization or manipulation of the price
of the Securities.

      (jj)  Margin Rules. Neither the issuance, sale and delivery of the
Securities nor the application of the proceeds thereof by the Company as
described in the Offering Memorandum will violate Regulation T, U or X of the
Board of Governors of the Federal Reserve System or any other regulation of such
Board of Governors.

      (kk)  Forward-Looking Statements. No forward-looking statement (within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Preliminary Offering Memorandum and the Offering
Memorandum has been made or reaffirmed without a reasonable basis or has been
disclosed other than in good faith.

      (ll)  Statistical and Market Data. Nothing has come to the attention of
the Company that has caused the Company to believe that the statistical and
market-related data included in the Preliminary Offering Memorandum and the
Offering Memorandum is not based on or derived from sources that are reliable
and accurate in all material respects.

            4.    Further Agreements of the Company and the Guarantors. The
Company and each of the Guarantors jointly and severally covenant and agree with
each Initial Purchaser that:

            (a)   Delivery of Copies. The Company will deliver to the Initial
Purchasers as many copies of the Preliminary Offering Memorandum and the
Offering Memorandum (including all amendments and supplements thereto) as the
Representative may reasonably request.

            (b)   Amendments or Supplements. Before making or distributing any
amendment or supplement to the Preliminary Offering Memorandum or the Offering
Memorandum, the Company will furnish to the Representative and counsel for the
Initial Purchasers a copy of the proposed amendment or supplement for review,
and will not distribute any such proposed amendment or supplement to which the
Representative reasonably objects.

            (c)   Notice to the Representative. The Company will advise the
Representative promptly, and confirm such advice in writing, (i) of the issuance
by any

                                       12
<PAGE>

governmental or regulatory authority of any order preventing or suspending the
use of the Preliminary Offering Memorandum or the Offering Memorandum or the
initiation or threatening of any proceeding for that purpose; (ii) of the
occurrence of any event at any time prior to the completion of the initial
offering of the Securities as a result of which the Offering Memorandum as then
amended or supplemented would include any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances existing when the Offering Memorandum is
delivered to a purchaser, not misleading; and (iii) of the receipt by the
Company of any notice with respect to any suspension of the qualification of the
Securities for offer and sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and the Company will use its
reasonable best efforts to prevent the issuance of any such order preventing or
suspending the use of the Preliminary Offering Memorandum or the Offering
Memorandum or suspending any such qualification of the Securities and, if any
such order is issued, will obtain as soon as possible the withdrawal thereof.

            (d)   Ongoing Compliance of the Offering Memorandum. If at any time
prior to the completion of the initial offering of the Securities (i) any event
shall occur or condition shall exist as a result of which the Offering
Memorandum as then amended or supplemented would include any untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances existing when the
Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is
necessary to amend or supplement the Offering Memorandum to comply with law, the
Company will promptly notify the Initial Purchasers thereof and forthwith
prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers
such amendments or supplements to the Offering Memorandum as may be necessary so
that the statements in the Offering Memorandum as so amended or supplemented
will not, in the light of the circumstances existing when the Offering
Memorandum is delivered to a purchaser, be misleading or so that the Offering
Memorandum will comply with law.

            (e)   Blue Sky Compliance. The Company will qualify the Securities
for offer and sale under the securities or Blue Sky laws of such jurisdictions
as the Representative shall reasonably request and will continue such
qualifications in effect so long as required for the offering and resale of the
Securities; provided that neither the Company nor any of the Guarantors shall be
required to (i) qualify as a foreign corporation or other entity or as a dealer
in securities in any such jurisdiction where it would not otherwise be required
to so qualify, (ii) file any general consent to service of process in any such
jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it
is not otherwise so subject.

            (f)   Clear Market. During the period from the date hereof through
and including the date that is 180 days after the date hereof, the Company and
each of the Guarantors will not, without the prior written consent of the
Representative, offer, sell, contract to sell or otherwise dispose of any debt
securities issued or guaranteed by the Company or any of the Guarantors and
having a tenor of more than one year, provided that this clause (f) shall not
prevent the Company from making any borrowings under

                                       13
<PAGE>

the Senior Secured Credit Agreement (or a similar senior secured credit facility
refinancing the Senior Secured Credit Agreement), or enter into any
sale/leaseback transactions or equipment financing transactions in the ordinary
course of business, consistent with past practice.

            (g)   Use of Proceeds. The Company will apply the net proceeds from
the sale of the Securities as described in the Offering Memorandum under the
heading "Use of Proceeds".

            (h)   Supplying Information. While the Securities remain outstanding
and are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Company and each of the Guarantors will, during any period
in which the Company is not subject to and in compliance with Section 13 or
15(d) of the Exchange Act, furnish to holders of the Securities and prospective
purchasers of the Securities designated by such holders, upon the request of
such holders or such prospective purchasers, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

            (i)   PORTAL and DTC. The Company will assist the Initial Purchasers
in arranging for the Securities to be designated Private Offerings, Resales and
Trading through Automated Linkages ("PORTAL") Market securities in accordance
with the rules and regulations adopted by the National Association of Securities
Dealers, Inc. ("NASD") relating to trading in the PORTAL Market and for the
Securities to be eligible for clearance and settlement through The Depository
Trust Company ("DTC").

            (j)   No Resales by the Company. Until the issuance of the Exchange
Securities, the Company will not, and will not permit any of its affiliates (as
defined in Rule 144 under the Securities Act) to, resell any of the Securities
that have been acquired by any of them, except for Securities purchased by the
Company or any of its affiliates and resold in a transaction registered under
the Securities Act.

            (k)   No Integration. Neither the Company nor any of its affiliates
(as defined in Rule 501(b) of Regulation D) will, directly or through any agent,
sell, offer for sale, solicit offers to buy or otherwise negotiate in respect
of, any security (as defined in the Securities Act), that is or will be
integrated with the sale of the Securities in a manner that would require
registration of the Securities under the Securities Act.

            (l)   No General Solicitation or Directed Selling Efforts. None of
the Company or any of its affiliates or any other person acting on its or their
behalf (other than the Initial Purchasers, as to which no covenant is given)
will (i) solicit offers for, or offer or sell, the Securities by means of any
form of general solicitation or general advertising within the meaning of Rule
502(c) of Regulation D or in any manner involving a public offering within the
meaning of Section 4(2) of the Securities Act or (ii) engage in any directed
selling efforts within the meaning of Regulation S, and all such persons will
comply with the offering restrictions requirement of Regulation S.

                                       14
<PAGE>

            (m)   No Stabilization. Neither the Company nor any of the
Guarantors will take, directly or indirectly, any action designed to or that
could reasonably be expected to cause or result in any stabilization or
manipulation of the price of the Securities.

            5.    Conditions of Initial Purchasers' Obligations. The obligation
of each Initial Purchaser to purchase Securities on the Closing Date as provided
herein is subject to the performance by the Company and each of the Guarantors
of their respective covenants and other obligations hereunder and to the
following additional conditions:

            (a)   Representations and Warranties. The representations and
warranties of the Company and the Guarantors contained herein shall be true and
correct on the date hereof and on and as of the Closing Date; and the statements
of the Company, the Guarantors and their respective officers made in any
certificates delivered pursuant to this Agreement shall be true and correct on
and as of the Closing Date.

            (b)   No Downgrade. Subsequent to the execution and delivery of this
Agreement, (i) no downgrading shall have occurred in the rating accorded the
Securities or any other debt securities or preferred stock issued or guaranteed
by the Company or any of the Guarantors by any "nationally recognized
statistical rating organization", as such term is defined by the Commission for
purposes of Rule 436(g)(2) under the Securities Act; and (ii) no such
organization shall have publicly announced that it has under surveillance or
review, or has changed its outlook with respect to, its rating of the Securities
or of any other debt securities or preferred stock issued or guaranteed by the
Company or any of the Guarantors (other than an announcement with positive
implications of a possible upgrading).

            (c)   No Material Adverse Change. Subsequent to the execution and
delivery of this Agreement, no event or condition of a type described in Section
3(c) hereof shall have occurred or shall exist, which event or condition is not
described in the Offering Memorandum (excluding any amendment or supplement
thereto) and the effect of which in the reasonable judgment of the
Representative makes it impracticable or inadvisable to proceed with the
offering, sale or delivery of the Securities on the terms and in the manner
contemplated by this Agreement and the Offering Memorandum.

            (d)   Officer's Certificate. The Representative shall have received
on and as of the Closing Date a certificate of an executive officer of the
Company and of each Guarantor who has specific knowledge of the Company's or
such Guarantor's financial matters and is satisfactory to the Representative (i)
confirming that such officer has carefully reviewed the Offering Memorandum and,
to the best knowledge of such officer, the representation set forth in Section
3(a) hereof is true and correct, (ii) confirming that the other representations
and warranties of the Company and the Guarantors in this Agreement are true and
correct and that the Company and the Guarantors have complied with all
agreements and satisfied all conditions on their part to be performed or
satisfied hereunder at or prior to the Closing Date and (iii) to the effect set
forth in paragraphs (b) and (c) above.

                                       15
<PAGE>

            (e)   Comfort Letters. On the date of this Agreement and on the
Closing Date, Ernst & Young LLP shall have furnished to the Representative, at
the request of the Company, letters, dated the respective dates of delivery
thereof and addressed to the Initial Purchasers, in form and substance
reasonably satisfactory to the Representative, containing statements and
information of the type customarily included in accountants' "comfort letters"
to underwriters with respect to the financial statements and certain financial
information contained in the Preliminary Offering Memorandum and the Offering
Memorandum; provided that the letter delivered on the Closing Date shall use a
"cut-off" date no more than three business days prior to the Closing Date.

            (f)   Opinion of Counsel for the Company and the Guarantors.
Sachnoff & Weaver, Ltd., counsel for the Company, shall have furnished to the
Representative, at the request of the Company, their written opinion, dated the
Closing Date and addressed to the Initial Purchasers, in form and substance
reasonably satisfactory to the Representative, to the effect set forth in Annex
B hereto.

            (g)   Opinion of Colorado Counsel for the Company and the
Guarantors. Gorsuch Kirgis LLP, Colorado counsel for the Company and the
Guarantors, shall have furnished to the Representative, at the request of the
Company, their written opinion, dated the Closing Date and addressed to the
Initial Purchasers, in form and substance reasonably satisfactory to the
Representative, to the effect set forth in Annex C hereto.

            (h)   Opinion of New York Counsel for the Company and the
Guarantors. Willkie Farr & Gallagher LLP, New York counsel for the Company and
the Guarantors, shall have furnished to the Representative, at the request of
the Company, their written opinion, dated the Closing Date and addressed to the
Initial Purchasers, in form and substance reasonably satisfactory to the
Representative, to the effect set forth in Annex D.

            (i)   Opinion of Counsel for VI New Mexico. Myers, Oliver & Price,
P.C., counsel for VI New Mexico, shall have furnished to the Representative, at
the request of the Company, their written opinion, dated the Closing Date and
addressed to the Initial Purchasers, in form and substance reasonably
satisfactory to the Representative, to the effect set forth in Annex E hereto.

            (j)   Opinion of Counsel for the Initial Purchasers. The
Representative shall have received on and as of the Closing Date an opinion of
Simpson Thacher & Bartlett LLP, counsel for the Initial Purchasers, with respect
to such matters as the Representative may reasonably request, and such counsel
shall have received such documents and information as they may reasonably
request to enable them to pass upon such matters.

            (k)   No Legal Impediment to Issuance. No action shall have been
taken and no statute, rule, regulation or order shall have been enacted, adopted
or issued by any federal, state or foreign governmental or regulatory authority
that would, as of the Closing Date, prevent the issuance or sale of the
Securities or the issuance of the Guarantees; and no injunction or order of any
federal, state or foreign court shall have

                                       16
<PAGE>

been issued that would, as of the Closing Date, prevent the issuance or sale of
the Securities or the issuance of the Guarantees.

            (l)   Good Standing. The Representative shall have received on and
as of the Closing Date satisfactory evidence of the good standing of the Company
and the Guarantors in their respective jurisdictions of organization and their
good standing in such other jurisdictions as the Representative may reasonably
request, in each case in writing or any standard form of telecommunication, from
the appropriate governmental authorities of such jurisdictions.

            (m)   Registration Rights Agreement. The Initial Purchasers shall
have received a counterpart of the Registration Rights Agreement that shall have
been executed and delivered by a duly authorized officer of the Company and each
of the Guarantors.

            (n)   PORTAL and DTC. The Securities shall have been approved by the
NASD for trading in the PORTAL Market and shall be eligible for clearance and
settlement through DTC.

            (o)   Senior Secured Credit Agreement. The Company shall have
entered into the Credit Agreement, dated as of the Closing Date, by and among
the Parent, the Company, the lenders party thereto and Wells Fargo Foothill,
Inc., as Arranger and Administrative Agent, as amended from time to time after
the Closing Date (the "Senior Secured Credit Agreement"), which shall have the
terms and conditions described in the Offering Memorandum in all material
respects, and such agreement shall be in full force and effect, and the closing
conditions to the initial borrowings thereunder shall have been satisfied such
that simultaneously with the payment for the Securities all borrowings
(including letters of credit) requested by the Company to be made on the Closing
Date under the Senior Secured Credit Facility shall have been received, which
amounts, along with proceeds from the sale by the Company of the Securities,
shall be sufficient to effect the refinancing contemplated in the Offering
Memorandum under the heading "The refinancing," and the Parent and its
subsidiaries shall have taken all actions as may be required to effect the
repayment of their existing indebtedness, as contemplated in the Offering
Memorandum. The Company shall have provided to the Representative and counsel to
the initial purchasers the reasonable opportunity to review, as may be
requested, copies of the Senior Secured Credit Agreement and related documents.

            (p)   Additional Documents. On or prior to the Closing Date, the
Company and the Guarantors shall have furnished to the Representative such
further certificates and documents as the Representative may reasonably request.

            All opinions, letters, certificates and evidence mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to counsel for the Initial Purchasers.

                                       17
<PAGE>

6. Indemnification and Contribution.

            (a)   Indemnification of the Initial Purchasers. The Company and
each of the Guarantors jointly and severally agree to indemnify and hold
harmless each Initial Purchaser, its affiliates, directors and officers and each
person, if any, who controls such Initial Purchaser within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages and liabilities (including, without
limitation, legal fees and other expenses incurred in connection with any suit,
action or proceeding or any claim asserted, as such fees and expenses are
incurred), joint or several, that arise out of, or are based upon, any untrue
statement or alleged untrue statement of a material fact contained in the
Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or
supplement thereto) or any omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, except insofar as
such losses, claims, damages or liabilities arise out of, or are based upon, any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information relating to any Initial
Purchaser furnished to the Company in writing by such Initial Purchaser through
the Representative expressly for use therein; provided, that with respect to any
such untrue statement in or omission from the Preliminary Offering Memorandum,
the indemnity agreement contained in this paragraph (a) shall not inure to the
benefit of any Initial Purchaser to the extent that the sale to the person
asserting any such loss, claim, damage or liability was an initial resale by
such Initial Purchaser and any such loss, claim, damage or liability of or with
respect to such Initial Purchaser results from the fact that both (i) a copy of
the Offering Memorandum was not sent or given to such person at or prior to the
written confirmation of the sale of such Securities to such person and (ii) the
untrue statement in or omission from such Preliminary Offering Memorandum was
corrected in the Offering Memorandum unless, in either case, such failure to
deliver the Offering Memorandum was a result of non-compliance by the Company
with the provisions of Section 4 hereof.

            (b)   Indemnification of the Company. Each Initial Purchaser agrees,
severally and not jointly, to indemnify and hold harmless the Company, each of
the Guarantors, each of their respective officers and directors and each person,
if any, who controls the Company or any of the Guarantors within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act to the same
extent as the indemnity set forth in paragraph (a) above, but only with respect
to any losses, claims, damages or liabilities that arise out of, or are based
upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information relating to such
Initial Purchaser furnished to the Company in writing by such Initial Purchaser
through the Representative expressly for use in the Preliminary Offering
Memorandum and the Offering Memorandum (or any amendment or supplement thereto),
it being understood and agreed that the only such information consists of the
following: the statements concerning the Initial Purchasers contained in the
third paragraph, the fifth and sixth sentences of the eighth paragraph and the
tenth paragraph, in each case under the heading of "Plan of distribution."

                                       18
<PAGE>

            (c)   Notice and Procedures. If any suit, action, proceeding
(including any governmental or regulatory investigation), claim or demand shall
be brought or asserted against any person in respect of which indemnification
may be sought pursuant to either paragraph (a) or (b) above, such person (the
"Indemnified Person") shall promptly notify the person against whom such
indemnification may be sought (the "Indemnifying Person") in writing; provided
that the failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have under this Section 6 except to the extent that it has
been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have to
an Indemnified Person otherwise than under this Section 6. If any such
proceeding shall be brought or asserted against an Indemnified Person and it
shall have notified the Indemnifying Person thereof, the Indemnifying Person
shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 6 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such counsel related to such
proceeding, as incurred. In any such proceeding, any Indemnified Person shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person unless (i) the
Indemnifying Person and the Indemnified Person shall have mutually agreed to the
contrary; (ii) the Indemnifying Person has failed within a reasonable time to
retain counsel reasonably satisfactory to the Indemnified Person; (iii) the
Indemnified Person shall have reasonably concluded upon advice of counsel that
there may be legal defenses available to it that are different from or in
addition to those available to the Indemnifying Person; or (iv) the named
parties in any such proceeding (including any impleaded parties) include both
the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are
incurred. Any such separate firm for any Initial Purchaser, its affiliates,
directors and officers and any control persons of such Initial Purchaser shall
be designated in writing by J.P. Morgan Securities Inc. and any such separate
firm for the Company, the Guarantors and any control persons of the Company and
the Guarantors shall be designated in writing by the Company. The Indemnifying
Person shall not be liable for any settlement of any proceeding effected without
its prior written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the Indemnifying Person agrees to indemnify
each Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an Indemnified Person shall have requested that an Indemnifying Person reimburse
the Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by the Indemnifying Person of such
request and (ii) the Indemnifying Person shall not have reimbursed the
Indemnified

                                       19
<PAGE>

Person in accordance with such request prior to the date of such settlement. No
Indemnifying Person shall, without the written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect
of which any Indemnified Person is or could have been a party and
indemnification could have been sought hereunder by such Indemnified Person,
unless such settlement (x) includes an unconditional release of such Indemnified
Person, in form and substance reasonably satisfactory to such Indemnified
Person, from all liability on claims that are the subject matter of such
proceeding and (y) does not include any statement as to or any admission of
fault, culpability or a failure to act by or on behalf of any Indemnified
Person.

            (d)   Contribution. If the indemnification provided for in
paragraphs (a) and (b) above is unavailable to an Indemnified Person or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each Indemnifying Person under such paragraph, in lieu of
indemnifying such Indemnified Person thereunder, shall contribute to the amount
paid or payable by such Indemnified Person as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantors on the one hand and
the Initial Purchasers on the other from the offering of the Securities or (ii)
if the allocation provided by clause (i) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) but also the relative fault of the Company and the
Guarantors on the one hand and the Initial Purchasers on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Guarantors on the one hand and
the Initial Purchasers on the other shall be deemed to be in the same respective
proportions as the net proceeds (before deducting expenses) received by the
Company from the sale of the Securities and the total discounts and commissions
received by the Initial Purchasers in connection therewith, as provided in this
Agreement, bear to the aggregate offering price of the Securities. The relative
fault of the Company and the Guarantors on the one hand and the Initial
Purchasers on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or any Guarantor or by the Initial Purchasers and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

            (e)   Limitation on Liability. The Company, the Guarantors and the
Initial Purchasers agree that it would not be just and equitable if contribution
pursuant to this Section 6 were determined by pro rata allocation (even if the
Initial Purchasers were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations
referred to in paragraph (d) above. The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to in
paragraph (d) above shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses incurred by such Indemnified Person in
connection with any such action or claim. Notwithstanding the provisions of this
Section 6, in no event shall an Initial Purchaser be required to

                                       20
<PAGE>

contribute any amount in excess of the amount by which the total discounts and
commissions received by such Initial Purchaser with respect to the offering of
the Securities exceeds the amount of any damages that such Initial Purchaser has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Initial Purchasers' obligations to contribute
pursuant to this Section 6 are several in proportion to their respective
purchase obligations hereunder and not joint.

            (f)   Non-Exclusive Remedies. The remedies provided for in this
Section 6 are not exclusive and shall not limit any rights or remedies that may
otherwise be available to any Indemnified Person at law or in equity.

            7.    Termination. This Agreement may be terminated in the absolute
discretion of the Representative, by notice to the Company, if after the
execution and delivery of this Agreement and on or prior to the Closing Date (i)
trading generally shall have been suspended or materially limited on the New
York Stock Exchange or the over-the-counter market; (ii) trading of any
securities issued or guaranteed by the Company or any of the Guarantors shall
have been suspended on any exchange or in any over-the-counter market; (iii) a
general moratorium on commercial banking activities shall have been declared by
federal or New York State authorities; or (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any
calamity or crisis, either within or outside the United States, that, in the
reasonable judgment of the Representative, is material and adverse and makes it
impracticable or inadvisable to proceed with the offering, sale or delivery of
the Securities on the terms and in the manner contemplated by this Agreement and
the Offering Memorandum.

            8.    Defaulting Initial Purchaser. (a) If, on the Closing Date, any
Initial Purchaser defaults on its obligation to purchase the Securities that it
has agreed to purchase hereunder, the non-defaulting Initial Purchasers may in
their discretion arrange for the purchase of such Securities by other persons
satisfactory to the Company on the terms contained in this Agreement. If, within
36 hours after any such default by any Initial Purchaser, the non-defaulting
Initial Purchasers do not arrange for the purchase of such Securities, then the
Company shall be entitled to a further period of 36 hours within which to
procure other persons satisfactory to the non-defaulting Initial Purchasers to
purchase such Securities on such terms. If other persons become obligated or
agree to purchase the Securities of a defaulting Initial Purchaser, either the
non-defaulting Initial Purchasers or the Company may postpone the Closing Date
for up to five full business days in order to effect any changes that in the
opinion of counsel for the Company or counsel for the Initial Purchasers may be
necessary in the Offering Memorandum or in any other document or arrangement,
and the Company agrees to promptly prepare any amendment or supplement to the
Offering Memorandum that effects any such changes. As used in this Agreement,
the term "Initial Purchaser" includes, for all purposes of this Agreement unless
the context otherwise requires, any

                                       21
<PAGE>

person not listed in Schedule 1 hereto that, pursuant to this Section 8,
purchases Securities that a defaulting Initial Purchaser agreed but failed to
purchase.

            (b)   If, after giving effect to any arrangements for the purchase
of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the
non-defaulting Initial Purchasers and the Company as provided in paragraph (a)
above, the aggregate principal amount of such Securities that remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
all the Securities, then the Company shall have the right to require each
non-defaulting Initial Purchaser to purchase the principal amount of Securities
that such Initial Purchaser agreed to purchase hereunder plus such Initial
Purchaser's pro rata share (based on the principal amount of Securities that
such Initial Purchaser agreed to purchase hereunder) of the Securities of such
defaulting Initial Purchaser or Initial Purchasers for which such arrangements
have not been made.

            (c)   If, after giving effect to any arrangements for the purchase
of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the
non-defaulting Initial Purchasers and the Company as provided in paragraph (a)
above, the aggregate principal amount of such Securities that remains
unpurchased exceeds one-eleventh of the aggregate principal amount of all the
Securities, or if the Company shall not exercise the right described in
paragraph (b) above, then this Agreement shall terminate without liability on
the part of the non-defaulting Initial Purchasers. Any termination of this
Agreement pursuant to this Section 8 shall be without liability on the part of
the Company or the Guarantors, except that the Company and each of the
Guarantors will continue to be liable for the payment of expenses as set forth
in Section 9 hereof and except that the provisions of Section 6 hereof shall not
terminate and shall remain in effect.

            (d)   Nothing contained herein shall relieve a defaulting Initial
Purchaser of any liability it may have to the Company, the Guarantors or any
non-defaulting Initial Purchaser for damages caused by its default.

            9.    Payment of Expenses. (a) Whether or not the transactions
contemplated by this Agreement are consummated or this Agreement is terminated,
the Company and each of the Guarantors jointly and severally agree to pay or
cause to be paid all of the following costs and expenses incident to the
performance of their respective obligations hereunder: (i) the costs incident to
the authorization, issuance, sale, preparation and delivery of the Securities
and any taxes payable in that connection; (ii) the costs incident to the
preparation and printing of the Preliminary Offering Memorandum and the Offering
Memorandum (including any amendment or supplement thereto) and the distribution
thereof; (iii) the costs of reproducing and distributing each of the Transaction
Documents; (iv) the fees and expenses of the Company's and the Guarantors'
counsel and independent accountants; (v) the fees and expenses incurred in
connection with the registration or qualification and determination of
eligibility for investment of the Securities under the laws of such states and
other foreign jurisdictions as the Representative may designate and the
preparation, printing and distribution of a Blue Sky Memorandum (including the
related fees and expenses of counsel for the Initial

                                       22
<PAGE>

Purchasers); (vi) any fees charged by rating agencies for rating the Securities;
(vii) the fees and expenses of the Trustee and any paying agent (including
related fees and expenses of any counsel to such parties); (viii) all expenses
and application fees incurred in connection with the application for the
inclusion of the Securities on the PORTAL Market and the approval of the
Securities for book-entry transfer by DTC; and (ix) all expenses incurred by the
Company in connection with any "road show" presentation to potential investors,
provided that the Initial Purchasers will pay 50% of the aircraft expenses
incurred in connection with such road show.

            (b)   If (i) this Agreement is terminated pursuant to Section 7,
(ii) the Company for any reason fails to tender the Securities for delivery to
the Initial Purchasers or (iii) the Initial Purchasers decline to purchase the
Securities for any reason permitted under this Agreement, the Company and each
of the Guarantors jointly and severally agrees to reimburse the Initial
Purchasers for all out-of-pocket costs and expenses (including the fees and
expenses of their counsel) reasonably incurred by the Initial Purchasers in
connection with this Agreement and the offering contemplated hereby.

            10.   Persons Entitled to Benefit of Agreement. This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective successors and any controlling persons referred to herein, and the
affiliates, officers and directors of each Initial Purchaser referred to in
Section 6 hereof. Nothing in this Agreement is intended or shall be construed to
give any other person any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein. No purchaser of
Securities from any Initial Purchaser shall be deemed to be a successor merely
by reason of such purchase.

            11.   Survival. The respective indemnities, rights of contribution,
representations, warranties and agreements of the Company, the Guarantors and
the Initial Purchasers contained in this Agreement or made by or on behalf of
the Company, the Guarantors or the Initial Purchasers pursuant to this Agreement
or any certificate delivered pursuant hereto shall survive the delivery of and
payment for the Securities and shall remain in full force and effect, regardless
of any termination of this Agreement or any investigation made by or on behalf
of the Company, the Guarantors or the Initial Purchasers.

            12.   Certain Defined Terms. For purposes of this Agreement, (a)
except where otherwise expressly provided, the term "affiliate" has the meaning
set forth in Rule 405 under the Securities Act; (b) the term "business day"
means any day other than a day on which banks are permitted or required to be
closed in New York City; (c) the term "Exchange Act" means the Securities
Exchange Act of 1934, as amended; and (d) the term "subsidiary" has the meaning
set forth in Rule 405 under the Securities Act.

            13.   Miscellaneous. (a) Authority of the Representative. Any action
by the Initial Purchasers hereunder may be taken by J.P. Morgan Securities Inc.
on behalf of the Initial Purchasers, and any such action taken by J.P. Morgan
Securities Inc. shall be binding upon the Initial Purchasers.

                                       23
<PAGE>

            (a)   Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted and confirmed by any standard form of telecommunication. Notices to
the Initial Purchasers shall be given to the Representative c/o J.P. Morgan
Securities Inc., 270 Park Avenue, New York, New York 10017 (fax: (212)
270-1063); Attention: Gerry Murray. Notices to the Company and the Guarantors
shall be given to them at VICORP Restaurants, Inc., 400 West 48th Avenue,
Denver, Colorado 80216, (fax: (303) 672-2668); Attention: Debra Koenig.

            (b)   Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

            (c)   Counterparts. This Agreement may be signed in counterparts
(which may include counterparts delivered by any standard form of
telecommunication), each of which shall be an original and all of which together
shall constitute one and the same instrument.

            (d)   Amendments or Waivers. No amendment or waiver of any provision
of this Agreement, nor any consent or approval to any departure therefrom, shall
in any event be effective unless the same shall be in writing and signed by the
parties hereto.

            (e)   Headings. The headings herein are included for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

                                       24
<PAGE>

            If the foregoing is in accordance with your understanding, please
indicate your acceptance of this Agreement by signing in the space provided
below.

                               Very truly yours,

                               VICORP RESTAURANTS, INC.

                               By /s/ Debra Koenig
                                 -------------------------------------------
                                 Name: Debra Koenig
                                 Title: Chief Executive Officer

                               VI ACQUISITION CORP.

                               By /s/ Debra Koenig
                                 -------------------------------------------
                                  Name: Debra Koenig
                                  Title: Executive Vice President and Secretary

                               VILLAGE INN PANCAKE HOUSE OF ALBUQUERQUE, INC.

                               By /s/ Debra Koenig
                                 ---------------------------------------------
                                  Name: Debra Koenig
                                  Title: Chief Executive Officer and President

Accepted: April 6, 2004
J.P. MORGAN SECURITIES INC.
For itself and on behalf of the
 several Initial Purchasers listed
 in Schedule 1 hereto.

By /s/ John Abraham
  --------------------------------
  Name: John Abraham
  Title: Vice President

                                       25
<PAGE>

                                                                      Schedule 1

<TABLE>
<CAPTION>
    Initial Purchaser                      Principal Amount
    -----------------                      ----------------
<S>                                        <C>
J.P. Morgan Securities Inc.                 $  92,025,000
CIBC World Markets Corp.                    $  34,505,000

                                            -------------
                                Total       $ 126,530,000
</TABLE>

<PAGE>

                                                                         Annex A

           Restrictions on Offers and Sales Outside the United States

      In connection with offers and sales of Securities outside the United
States:

            (a)   Each Initial Purchaser acknowledges that the Securities have
not been registered under the Securities Act and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons
except pursuant to an exemption from, or in transactions not subject to, the
registration requirements of the Securities Act.

            (b)   Each Initial Purchaser, severally and not jointly, represents,
warrants and agrees that:

                  (i)   Such Initial Purchaser has offered and sold the
            Securities, and will offer and sell the Securities, (A) as part of
            their distribution at any time and (B) otherwise until 40 days after
            the later of the commencement of the offering of the Securities and
            the Closing Date, only in accordance with Regulation S under the
            Securities Act ("Regulation S") or Rule 144A or any other available
            exemption from registration under the Securities Act.

                  (ii)  None of such Initial Purchaser or any of its affiliates
            or any other person acting on its or their behalf has engaged or
            will engage in any directed selling efforts with respect to the
            Securities, and all such persons have complied and will comply with
            the offering restrictions requirement of Regulation S.

                  (iii) At or prior to the confirmation of sale of any
            Securities sold in reliance on Regulation S, such Initial Purchaser
            will have sent to each distributor, dealer or other person receiving
            a selling concession, fee or other remuneration that purchase
            Securities from it during the distribution compliance period a
            confirmation or notice to substantially the following effect:

            "The Securities covered hereby have not been registered under the
            U.S. Securities Act of 1933, as amended (the "Securities Act"), and
            may not be offered or sold within the United States or to, or for
            the account or benefit of, U.S. persons (i) as part of their
            distribution at any time or (ii) otherwise until 40 days after the
            later of the commencement of the offering of the Securities and the
            date of original issuance of the Securities, except in accordance
            with Regulation S or Rule 144A or any other available exemption from
            registration under the Securities Act. Terms used above have the
            meanings given to them by Regulation S."

                                      A-1
<PAGE>

                  (iv)  Such Initial Purchaser has not and will not enter into
            any contractual arrangement with any distributor with respect to the
            distribution of the Securities, except with its affiliates or with
            the prior written consent of the Company.

Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in
this Agreement have the meanings given to them by Regulation S.

            (c)   Each Initial Purchaser, severally and not jointly, represents,
warrants and agrees that:

                  (i)   it has not offered or sold and, prior to the date six
            months after the Closing Date, will not offer or sell any Securities
            to persons in the United Kingdom except to persons whose ordinary
            activities involve them in acquiring, holding, managing or disposing
            of investments (as principal or agent) for the purposes of their
            businesses or otherwise in circumstances which have not resulted and
            will not result in an offer to the public in the United Kingdom
            within the meaning of the United Kingdom Public Offers of Securities
            Regulations 1995 (as amended);

                  (ii)  it has only communicated or caused to be communicated
            and will only communicate or cause to be communicated any invitation
            or inducement to engage in investment activity (within the meaning
            of Section 21 of the United Kingdom Financial Services and Markets
            Act 2000 (the "FSMA")) received by it in connection with the issue
            or sale of any Securities in circumstances in which Section 21(1) of
            the FSMA does not apply to the Company or the Guarantors; and

                  (iii) it has complied and will comply with all applicable
            provisions of the FSMA with respect to anything done by it in
            relation to the Securities in, from or otherwise involving the
            United Kingdom.

            (d)   Each Initial Purchaser acknowledges that no action has been or
will be taken by the Company that would permit a public offering of the
Securities, or possession or distribution of the Preliminary Offering
Memorandum, the Offering Memorandum or any other offering or publicity material
relating to the Securities, in any country or jurisdiction where action for that
purpose is required.

                                      A-2
<PAGE>

                                                                         Annex B

                   Form of Opinion of Sachnoff & Weaver, Ltd.

                                 April 14, 2004

J.P. Morgan Securities Inc.
CIBC World Markets Corp.
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

      Re:   Purchase of Securities of VICORP Restaurants, Inc.

Ladies and Gentlemen:

      We have acted as counsel for VI Acquisition Corp., a Delaware corporation
("Holdings"), VICORP Restaurants, Inc., a Colorado corporation (the "Company")
and Village Inn Pancake House of Albuquerque, Inc. ("VI New Mexico" and together
with Holdings, the "Guarantors") in connection with the sale by the Company of
$126,530,000 aggregate principal amount of the Company's 10 1/2% Senior Notes
due 2011 (the "Notes"), which Notes have been unconditionally guaranteed by the
Guarantors (the "Guarantees" and together with the Notes, the "Securities"),
pursuant to the Purchase Agreement dated April 6, 2004, among the Company, the
Guarantors and J.P. Morgan Securities Inc., as representative for the Initial
Purchasers identified in Schedule 1 thereto, and matters related thereto. The
Notes and Guarantees are to be issued pursuant to an Indenture, dated as of
April 14, 2004 (the "Indenture"), among the Company, the Guarantors, and Wells
Fargo Bank, National Association (the "Trustee"). Except as otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed to them
in the Purchase Agreement.

      We have examined the preliminary offering memorandum dated March 22, 2004
relating to the sale of the Notes (the "Preliminary Offering Memorandum") and
the offering memorandum dated April 6, 2004, relating to the Securities (the
"Offering Memorandum"). We have also examined (i) the Certificate of
Incorporation of Holdings, as amended, as on file with the Secretary of the
State of Delaware, and the certificate or articles of incorporation of the
Company and VI New Mexico as on file with the Secretaries of State of Colorado
and New Mexico, respectively, (ii) the By-Laws of the Company and each of the
Guarantors as amended to date, certified by the applicable secretary or
assistant secretary, (iii) the Purchase Agreement, (iv) the Indenture, (v) the
Registration Rights Agreement, (vi) the global notes representing the Notes,
(vii) resolutions adopted by the respective Boards of Directors of the Company
authorizing, inter alia, the delivery of the Preliminary Offering Memorandum and
the Offering Memorandum, the issuance of the Securities and related matters,
certified by the

                                      B-1
<PAGE>

Secretary of the Company and resolutions adopted by the Board of Directors of
each of the Guarantors authorizing the issuance of the Guarantees and other
matters related to the offering of the Securities, and (viii) such other
documents, certificates, legal opinions, corporate records, statutes and
decisions as we deemed necessary or appropriate for the purposes of this
opinion. The documents, agreements and instruments referred to in clauses (iii)
through (vi) above are referred to herein as the "Transaction Documents."

      In rendering the opinions expressed below, we have assumed the following:
(i) all signatures appearing in all documents are valid and genuine; (ii) the
documents shown to us are complete and no modifications exist to any of such
documents that were shown to us; (iii) the documents submitted to us as
certified or photostatic copies of original documents conform to such original
documents; (iv) the originals of such certified or photostatic copies are
authentic; and (v) each party other than the Company and the Guarantors that has
executed or will execute a document to which the Company or any Guarantor is a
signatory has all requisite power and authority and has taken all necessary
action to duly and validly execute and deliver such document and to perform the
transactions contemplated thereby and such party's obligations thereunder are
its legal, valid and binding obligations, and are enforceable against such party
in accordance with their respective terms, except as hereinafter noted. We have
made no independent investigation of such assumptions, but have no reason to
believe that such assumptions are untrue.

      Our opinion is limited to the laws of the State of Illinois, the Delaware
General Corporation Law, and the Federal laws of the United States, and we
express no opinion with respect to the laws of any other jurisdiction.

      Based and relying upon the foregoing, and subject to the qualifications,
exceptions, and limitations hereinafter set forth, we are of the opinion that:

            (a)   Holdings has been duly incorporated and is validly existing
      and is in good standing under the laws of the State of Delaware and has
      all power and authority necessary to own or hold its properties and
      conduct the business in which it is engaged.

            (b)   Holdings has all requisite corporate power and authority to
      execute and deliver each of the Transaction Documents to which each is a
      party and to perform its obligations thereunder; and all action required
      to be taken by it for the due and proper authorization, execution and
      delivery of each of the Transaction Documents and the consummation of the
      transactions contemplated thereby has been duly and validly taken.

            (c)   The Indenture has been duly authorized, executed and delivered
      by Holdings and the Indenture conforms in all material respects with the
      requirements of the Trust Indenture Act and the rules and regulations of
      the Commission applicable to an indenture that is qualified thereunder.

                                      B-2
<PAGE>

            (d)   The Guarantee (including the guarantee of the Exchange
Securities) of Holdings has been duly authorized by Holdings.

            (e)   The Purchase Agreement has been duly authorized, executed and
delivered by Holdings; and the Registration Rights Agreement has been duly
authorized, executed and delivered by Holdings.

            (f)   Each Transaction Document conforms in all material respects to
the description thereof contained in the Preliminary Offering Memorandum and the
Offering Memorandum.

            (g)   The execution, delivery and performance by the Company and
each of the Guarantors of each of the Transaction Documents to which each is a
party, the issuance and sale of the Securities (including the Guarantees) and
compliance by the Company and each of the Guarantors with the terms thereof and
the consummation of the transactions contemplated by the Transaction Documents
will not (i) to our knowledge, conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any
property or assets of VICORP or any of its subsidiaries pursuant to, any
material contract, agreement, indenture, deed of trust or instrument hereto
(provided that in each case we express no opinion as to compliance with any
financial test or cross-default provision in any such agreement), (ii) result in
any violation of the provisions of the charter or by-laws or similar
organizational documents of the Company or (iii) result in the violation of any
law or statute or any judgment, order, rule or regulation of any governmental or
regulatory authority or, to our knowledge, of any court or arbitrator, except,
in the case of clauses (i) and (iii) above, for any such conflict, breach or
violation that would not, individually or in the aggregate, have a Material
Adverse Effect.

            (h)   No consent, approval, authorization, order, registration or
qualification of or with any governmental or regulatory authority or, to our
knowledge, of or with any court or arbitrator, is required for the execution,
delivery and performance by the Company and each of the Guarantors of each of
the Transaction Documents to which each is a party, the issuance and sale of the
Securities (including the Guarantees) and compliance by the Company and each of
the Guarantors with the terms thereof and the consummation of the transactions
contemplated by the Transaction Documents, except for such consents, approvals,
authorizations, orders and registrations or qualifications as may be required
(i) under applicable state securities laws in connection with the purchase and
resale of the Securities by the Initial Purchasers, and (ii) with respect to the
Exchange Securities (including the related Guarantees) under the Securities Act
and applicable state securities laws as contemplated by the Registration Rights
Agreement and (iii) which would not result in a Material Adverse Effect if not
obtained.

            (i)   To our knowledge, except as described in the Offering
Memorandum, there are no legal, governmental or regulatory investigations,
actions,

                                      B-3
<PAGE>

suits or proceedings pending to which Holdings or any of the Guarantors is or
may be a party or to which any property of Holdings or any of the Guarantors is
or may be the subject that, individually or in the aggregate, if determined
adversely to the Holdings or any of the Guarantors, could reasonably be expected
to have a Material Adverse Effect; and no such investigations, actions, suits or
proceedings are threatened or, to the best knowledge of such counsel,
contemplated by any governmental or regulatory authority or threatened by
others.

            (j)   The information in the Offering Memorandum under the headings
"Description of notes," "Exchange offer; registration rights," "Transfer
restrictions," "Certain ERISA restrictions" and "Certain United States federal
income and estate tax considerations," to the extent that they constitute
summaries of matters of law or regulation or legal conclusions, fairly summarize
the matters described therein in all material respects.

            (k)   Neither the Company nor any of the Guarantors is, and after
giving effect to the offering and sale of the Securities and the application of
the proceeds thereof as described in the Offering Memorandum none of them will
be, an "investment company" or an entity "controlled" by an "investment company"
within the meaning of the Investment Company Act.

            (l)   Neither the issuance, sale and delivery of the Securities nor
the application of the proceeds thereof by the Company or the Guarantors as
described in the Offering Memorandum will violate Regulation T, U or X of the
Board of Governors of the Federal Reserve System or any other regulation of such
Board of Governors.

            (m)   Assuming the accuracy of the representations, warranties and
agreements of the Company, the Guarantors and the Initial Purchasers contained
in the Purchase Agreement, it is not necessary, in connection with the issuance
and sale of the Securities to the Initial Purchasers and the offer, resale and
delivery of the Securities by the Initial Purchasers in the manner contemplated
by the Purchase Agreement and the Offering Memorandum, to register the
Securities under the Securities Act or to qualify the Indenture under the Trust
Indenture Act.

      We make no representation that we have independently verified the
accuracy, completeness or fairness of the statements made in the Offering
Memorandum or that the actions taken in connection with the preparation of the
Offering Memorandum (including the actions described in the next paragraph) were
sufficient to cause the Offering Memorandum to be accurate, complete or fair. We
are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the Offering Memorandum except to the extent
otherwise explicitly indicated in paragraph (j) above.

      Nothing has come to our attention that would lead us to believe that the
Preliminary Offering Memorandum as of the date thereof and the Offering
Memorandum as of the date thereof or hereof, or any amendment or supplement
thereto, as of its date or as of the date hereof contained any untrue statement
of a material fact or omitted to

                                      B-4
<PAGE>

state a material fact required to be stated therein or necessary in order to
make the statements therein, not misleading; it being understood that we express
no opinion as to the financial statements, and supporting schedules included
therein or omitted therefrom or other financial data contained in the
Preliminary Offering Memorandum or the Offering Memorandum.

      This opinion is provided to J.P. Morgan Securities, Inc., as
representative for the Initial Purchasers solely for the purposes of complying
with Section 5(f) of the Purchase Agreement, and it may not be relied upon in
any other manner for any other purpose by any other person, except Willkie Farr
& Gallagher LLP, New York counsel for the Company and the Guarantors. This
opinion may not be quoted in whole or in part or otherwise referred to in any
report or document or furnished to any other party except in connection with the
matters pertaining to the Purchase Agreement, unless pursuant to our written
consent.

                                        Very truly yours,

                                        SACHNOFF & WEAVER, LTD.

Attachments

                                      B-5
<PAGE>

                                                                         Annex C

                     Form of Opinion of Gorsuch Kirgis, LLP

April 14, 2004

J.P. Morgan Securities Inc.
CIBC World Markets Corp.
270 Park Ave.
New York, New York 10017

Ladies and Gentlemen:

      We have acted as special, local counsel in the State of Colorado for
VICORP Restaurants, Inc., a Colorado corporation (the "Company"), in connection
with a Purchase Agreement dated as of April 6, 2004, by and among the Company,
VI Acquisition Corp., a Delaware corporation ("VI"), Village Inn Pancake House
of Albuquerque, Inc., a New Mexico corporation ("Village Inn") and J.P. Morgan
Securities Inc. for itself and on behalf of the several Initial Purchasers
listed in Schedule 1 to the Purchase Agreement (the "Purchase Agreement"). The
Company will sell $126,530,000 principal amount of its 10-1/2% Senior Notes due
2011 (the "Securities"), unconditionally guaranteed by VI and Village Inn, which
will be issued pursuant to an Indenture to be dated as of April 14, 2004 among
the Company, VI, Village Inn, and Wells Fargo Bank, National Association, as
trustee. Defined terms used herein but not defined herein shall have the
definitions set forth in the Indenture. This opinion is being delivered to you
pursuant to Section 5(g) of the Purchase Agreement.

      For the purpose of rendering this opinion, we have reviewed copies of the
following documents:

      a.    Purchase Agreement;

      b.    Indenture;

      c.    Registration Rights Agreement by and among the Company, VI, Village
            Inn and J.P. Morgan Securities, Inc. and CIBC World Markets Corp;

      d.    Specimen of Notes representing the Securities and the Exchange
            Securities;

      e.    Final Offering Memorandum, dated April 6, 2004;

      f.    Preliminary Offering Memorandum, dated March 22, 2004;

      g.    Amended and Restated Articles of Incorporation of the Company, filed
            March 31, 2004;

                                      C-1
<PAGE>

      h.    Bylaws of the Company, certified by the corporate Secretary;

      i.    Unanimous Written Consent of the Pricing Committee of the Board of
            Directors of the Company, certified by the corporate Secretary,
            authorizing the offer and sale of Senior Notes on certain terms and
            conditions.

      j.    Unanimous Written Consent of the Board of Directors of the Company,
            certified by the corporate Secretary, authorizing the Offering, the
            Preliminary Offering Memorandum, the Offering Memorandum, the
            designation of a Pricing Committee, the Purchase Agreement, the
            Registration Rights Agreement, the Indenture, the Issuance of
            Exchange Notes and a Registration Statement, the Exchange Offer and
            related matters.

      k.    Secretary's Certificate certifying to true, complete and correct
            copies of (x) the amended and restated articles of incorporation of
            the Company and all amendments thereto, and (y) the bylaws and any
            amendments thereto, and certifying that there are no shareholder
            agreements, voting trusts or similar arrangements applicable to any
            of the Company's Stock.

      l.    Certificate of Good Standing for the Company issued by the Colorado
            Secretary of State, having a date of March 31, 2004.

      m.    Incumbency Certificate of the Company, dated April 14, 2004;

Items "a" through "d" above are collectively referred to as the "Transaction
Documents" and items "g" through "m" above are collectively referred to as the
"Organizational Documents."

      For purposes of this opinion, we have assumed, with your approval and
without independent investigation, the following:

      A. Each document submitted to us for review is accurate and complete, each
such document that is an original is authentic, each such document that is a
copy conforms to an authentic original, and all signatures on each such document
are genuine.

      B. The correctness of public files, records and certificates, of or
furnished by, governmental or regulatory agencies or authorities.

      C. Each of the Organizational Documents remains in full force and effect
and none of the Organizational Documents labeled have been modified, amended,
supplemented or superseded.

      D. The Organizational Documents have been properly executed by the
parties.

      E. We are entitled to rely on the Secretary's Certificate.

                                      C-2
<PAGE>

      Based on the foregoing, it is our opinion that:

1.    The Company has been duly organized and is validly existing and in good
      standing under the laws of the State of Colorado and has all power and
      authority necessary to own or hold its properties located in Colorado and
      to conduct the businesses in which it is engaged in Colorado.

2.    The Company has all requisite power and authority to execute and deliver
      each of the Transaction Documents and to perform its obligations
      thereunder. All necessary corporate action has been taken by the Company
      to duly and validly authorize the execution and delivery the Transaction
      Documents and the performance of its obligations thereunder.

3.    The Indenture has been duly authorized and executed by the Company.

4.    The Securities have been duly authorized and executed by the Company and
      the Exchange Securities have been duly authorized by the Company.

5.    The Purchase Agreement has been duly authorized and executed by the
      Company; and the Registration Rights Agreement has been duly authorized
      and executed by the Company.

6.    The execution, delivery and performance by the Company of the Transaction
      Documents, the issuance and sale of the Securities and the Exchange
      Securities, and compliance by the Company with the terms thereof and
      consummation of the transactions contemplated by the Transaction Documents
      will not (i) result in the violation of the provisions of the
      Organizational Documents; (ii) result in the violation of any Colorado law
      or statute, or (iii) to our knowledge, result in the violation of any
      judgment, decree or order of any court, arbitrator, governmental or
      regulatory authority specifically directed to the Company, except for, in
      the case of clause (ii), violations of Colorado securities laws, and
      except for, in the case of clause (iii), any such violation that would
      not, individually or in the aggregate, have a Material Adverse Effect.

7.    No consent, approval, authorization, order, registration or qualification
      of or with any court or arbitrator or governmental or regulatory authority
      is required for the execution, delivery and performance by the Company of
      each of the Transaction Documents, compliance by the Company with the
      terms thereof, the consummation of the transactions contemplated by the
      Transaction Documents, or the issuance and sale of the Securities, except
      for such consents, approvals, authorizations, orders, registrations or
      qualifications as may be required under federal or state securities laws.

8.    To our knowledge, except as described in the Preliminary Offering
      Memorandum and the Final Offering Memorandum, (i) there are no legal,
      governmental or regulatory investigations, actions, suits or proceedings
      pending to which the Company is or may

                                      C-3
<PAGE>

      be a party or to which any property of the Company is or may be the
      subject that, individually or in the aggregate, if determined adversely to
      the Company, could reasonably be expected to have a Material Adverse
      Effect, and (ii) no such investigations, actions, suits or proceedings
      have been overtly threatened in writing.

   In addition to the assumptions set forth above, the opinions set forth above
   are also subject to the following qualifications:

      i. Whenever the opinions express herein are qualified by the phrase "to
our knowledge" or words of similar import, it means that the opinion is limited
to the current conscious awareness of facts or other information by the lawyers
in this firm who have participated in preparing this opinion, without
independent investigation. As special Colorado counsel, we are not involved in
the general representation of the Company and have little, if any, factual
information of Borrower's affairs beyond the examination of the Organizational
Documents and the Transaction Documents.

      ii. The power and authority of the Company to execute and deliver the
Transaction Documents, and the performance of the obligations of the Company
under the Transaction Documents will be subject to and may be limited by
bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent
conveyance or similar laws relating to or limiting the rights of creditors
generally.

      iii.We render no opinion with respect to state or federal securities laws,
rules or regulations; federal and state tax laws and regulations; nor patent,
copyright and trademark and other intellectual property laws and regulations.

      The foregoing opinion is limited to matters governed by the laws of the
State of Colorado in effect as of this date, and we express no opinion with
regard to any matter which may be governed by the laws of any other
jurisdiction. This opinion is in all respects subject to and may be limited by
future legislation as well as developing case law. We do not undertake to update
or to revise this opinion in the event of any change in law whether by
legislative action, judicial decision, the rights of initiative and referendum
guaranteed by Colorado law, or otherwise, or in the event of any change in any
factual circumstance. No implication of any other term or statement may be drawn
from any express term or statement set forth herein. This opinion is furnished
by us as special counsel to the Company and only the Company, the Initial
Purchasers, the Trustee and their respective successors and assigns, and their
respective legal counsel, and Sachnoff & Weaver, Ltd. are entitled to rely on
this opinion.

                                          Very truly yours,

                                      C-4
<PAGE>

                                                                         Annex D

                 Form of Opinion of Wilkie Farr & Gallagher LLP

April 14, 2004

J.P. Morgan Securities Inc.
CIBC World Markets Corp.
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

            We have acted as special New York counsel to VICORP Restaurants,
Inc., a Colorado corporation (the "COMPANY"), VI Acquisition Corp., a Delaware
corporation ("HOLDINGS") and Village Inn Pancake House of Albuquerque, Inc., a
New Mexico corporation (together with Holdings, the "GUARANTORS") in connection
with the sale by the Company and the purchase by you (collectively, the "INITIAL
PURCHASERS") of $126,530,000 aggregate principal amount of 10-1/2% Senior Notes
due 2011 (the "SECURITIES"), guaranteed by the Guarantors, pursuant to the
Purchase Agreement, dated April 6, 2004 by and among the Company, the Initial
Purchasers and the Guarantors (the "PURCHASE AGREEMENT"). We are providing this
opinion to the Initial Purchasers at the request of the Company. Capitalized
terms used herein without being defined herein have the respective meanings
ascribed thereto in the Purchase Agreement.

                  In such capacity we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Purchase
Agreement, the form of the Securities, the Indenture (including each Guarantee
set forth therein), the form of the Exchange Securities and the Registration
Rights Agreement (collectively, the "Transaction Documents").

                  In such examination, we have assumed (A) the genuineness of
all signatures, (B) the authenticity of all documents submitted to us as
originals and the conformity to originals of all documents submitted to us as
certified copies or photocopies, (C) the due authorization, execution and
delivery of all documents and agreements by all parties thereto, other than the
Company and the Guarantors and the binding effect of such documents and
agreements of such parties, (D) the legal right and power of all such parties
other than the Company and the Guarantors under all applicable laws and
regulations to enter into, execute and deliver such agreements and documents,
and (E) the absence of any requirement of consent, approval or authorization by
any person or entity, including any Governmental Authority, with respect to any
party to the Transaction Documents, other than the Company and the Guarantors
under Applicable Laws (as hereinafter defined). As to various questions of fact
material to such opinions, we have relied upon representations and public
filings

                                      D-1
<PAGE>

made by the Company and the Guarantors, and upon certificates of, or
communications with, officers of the Company and the Guarantors.

            A. Based upon the foregoing, and subject to the qualifications set
forth below, we are of the opinion that:

            (i)   The Indenture has been duly executed and delivered by the
      Company and each of the Guarantors and, assuming due execution and
      delivery thereof by the Trustee, constitutes a valid and legally binding
      agreement of the Company and each of the Guarantors enforceable against
      the Company and each of the Guarantors in accordance with its terms.

            (ii)  The Securities have been duly executed and delivered by the
      Company and, when duly authenticated as provided in the Indenture and paid
      for as provided in the Purchase Agreement, will be duly and validly issued
      and outstanding and will constitute valid and legally binding obligations
      of the Company enforceable against the Company in accordance with their
      terms and will be entitled to the benefits of the Indenture. When the
      Securities have been duly executed, authenticated, issued and delivered as
      provided in the Indenture and paid for as provided in the Purchase
      Agreement, the Guarantees will be valid and legally binding obligations of
      each of the Guarantors, enforceable against each of the Guarantors in
      accordance with their terms and will be entitled to the benefits of the
      Indenture.

            (iii) When the Exchange Securities (including the related
      guarantees) are duly executed, authenticated, issued and delivered as
      contemplated by the Registration Rights Agreement, they will be duly and
      validly issued and outstanding and will constitute valid and legally
      binding obligations of the Company, as issuer, and each of the Guarantors,
      as guarantor, enforceable against the Company and each of the Guarantors
      in accordance with their terms and will be entitled to the benefits of the
      Indenture.

            (iv)  The Purchase Agreement and the Registration Rights Agreement
      have been duly executed and delivered by the Company and the Guarantors
      and, when duly executed and delivered by the other parties thereto, each
      will constitute a valid and legally binding agreement of the Company and
      each of the Guarantors enforceable against the Company and each of the
      Guarantors in accordance with its terms.

            (v)   The execution, delivery and performance by the Company and
      each of the Guarantors of each of the Transaction Documents to which each
      is a party, the issuance and sale of the Securities (including the
      Guarantees) and compliance by the Company and each of the Guarantors with
      the terms thereof and the consummation of the transactions contemplated by
      the Transaction Documents will not result in the violation of any New York
      law or statute (assuming compliance with applicable New York securities
      laws in connection with the purchase and resale of the Securities by the
      Initial Purchasers, as to

                                      D-2
<PAGE>

      which we express no view) or any judgment, order, rule or regulation of
      any New York court or arbiter or governmental or regulatory authority,
      except for any such conflict, breach or violation that would not,
      individually or in the aggregate, have a Material Adverse Effect.

            (vi)  No consent, approval, authorization, order, registration or
      qualification of or with any New York court or arbitrator or governmental
      or regulatory authority is required for the execution, delivery and
      performance by the Company and each of the Guarantors of each of the
      Transaction Documents to which each is a party, the issuance and sale of
      the Securities (including the Guarantees) and compliance by the Company
      and each of the Guarantors with the terms thereof and the consummation of
      the transactions contemplated by the Transaction Documents, except for
      each consents, approvals, authorizations, orders and registrations or
      qualifications as may be required (i) under applicable New York securities
      laws in connection with the purchase and resale of the Securities by the
      Initial Purchasers and (ii) with respect to the Exchange Securities
      (including the related guarantees) under applicable New York securities
      laws and contemplated by the Registration Rights Agreement.

            B. Our opinions set forth above are subject to the following
qualifications:

            (i)   The opinions set forth above, insofar as they relate to the
      legality, validity or enforceability of the Transaction Documents, are
      subject to applicable bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium and similar laws affecting or limiting the
      enforcement of creditors' rights generally and to equitable principles
      affecting the availability of equitable relief (regardless of whether
      enforcement is considered in a proceeding in equity or at law), including
      principles of commercial reasonableness or conscionability and an implied
      covenant of good faith and fair dealing. Such principles of equity are of
      general application, and in applying such principles, a court, among other
      things, might not allow a creditor to accelerate the maturity of a debt
      for an immaterial default. Such principles applied by a court might
      include a requirement that a creditor act with reasonableness and good
      faith. Such a requirement might be applied, for example, to any provision
      of the Transaction Documents purporting to authorize conclusive
      determinations by any party to the Transaction Documents.

            The opinions set forth above, insofar as they relate to the
enforceability of the Transaction Documents, do not mean or imply that any
particular right or remedy contained in the Transaction Documents, whether legal
or equitable (such as, without limitation, specific performance) and whether
judicial or non-judicial, would necessarily be available or precluded, upon a
breach or default under any of the Transaction Documents, even if specifically
stated to be available or precluded, as the case may be, but the inclusion of
such provisions does not affect the validity of the Transaction Documents, taken
as a whole, and the Transaction Documents, taken as a whole, together with
applicable law, contain adequate provisions for the practical realization of the
benefits granted thereunder.

                                      D-3
<PAGE>

                  Insofar as the Transaction Documents provide for
indemnification or contribution or waivers of rights or defenses, the
enforcement thereof may be limited by public policy considerations or other
applicable law.

            (ii)  We express no opinion as to the enforceability of provisions
      of the Transaction Documents insofar as such provisions relate to (i)
      severability, (ii) limitations on the effectiveness of oral amendments,
      modifications, consents and waivers, or (iii) whether the payment of the
      redemption price of any Securities or Exchange Securities will at the time
      of such payment be permissible under Applicable Laws. In addition, we
      express no opinion as to the effect of applicable laws relating to
      fiduciary duties.

            (iii) We have made no independent investigations except as
      specifically set forth herein.

            (iv)  We are members of the bar of the State of New York, and we
      express no opinion as to the laws of any jurisdiction other than the
      present laws of the State of New York of a type typically applicable to
      transactions of the type contemplated by the Transaction Documents and to
      the specific legal matters expressly addressed herein (the "Applicable
      Laws"), but excluding any New York rule or regulation applicable to the
      specific nature of the business of the Company or any Guarantor. The term
      "Governmental Approval" means any consent, approval, license,
      authorization or validation of, or filing, recording or registration with,
      any New York Governmental Authority pursuant to the Applicable Laws. We do
      not express any opinion as to any document, instrument or agreement
      entered into at any time by the Company or any Guarantor at any time after
      the date hereof.

            (v)   As to certain matters governed by the laws of other
      jurisdictions, we have relied without independent verification on the
      opinions of Sachnoff & Weaver, Ltd., Gorsuch Kingis, LLP and Myers, Oliver
      & Price, P.C. dated as of the date hereof and addressed to you.

            (vi)  This opinion letter speaks only as of the date hereof and we
      undertake no responsibility to update or supplement this opinion letter
      after the date hereof. This opinion letter is limited to the matters
      stated herein and no opinion is implied or may be inferred beyond the
      matters expressly stated herein.

            (vii) This opinion letter is given solely for the benefit of the
      Initial Purchasers in connection with the Transaction Documents and may
      not be relied upon by, nor may copies be delivered to, any other person,
      entity or agency for any purpose whatsoever. This opinion letter shall not
      be quoted or otherwise included, summarized or referred to in any
      publication or document (other than the Purchase Agreement), in whole or
      in part, for any purposes whatsoever, or furnished to any other person,
      entity or agency.

                                 Very truly yours,

                                      D-4
<PAGE>

                                                                         Annex E

                 Form of Opinion of Myers, Oliver & Price, P.C.

                                 April 14, 2004

J.P. Morgan Securities Inc.
CIBC World Markets Corp.
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

      Re:   Purchase of Securities of VICORP Restaurants, Inc.

Ladies and Gentlemen:

            We have acted as special counsel in the State of New Mexico for
Village Inn Pancake House of Albuquerque, Inc., a New Mexico corporation ("VI
New Mexico"), a subsidiary of VICORP Restaurants, Inc., a Colorado corporation
("VICORP"), in connection with the sale by VICORP of $150,000,000 aggregate
principal amount of VICORP's 10-1/2% Senior Notes due 2011 (the "Notes")
unconditionally guaranteed by VI New Mexico and VI Acquisition Corp., a Delaware
corporation ("Holdings" and together with VI New Mexico the "Guarantors"),
pursuant to the Purchase Agreement dated April 1, 2004, among VICORP, the
Guarantors and J.P. Morgan Securities Inc., as representative for the Initial
Purchasers. The Notes and Guarantees (as defined in the Purchase Agreement) are
to be issued pursuant to an Indenture, dated as of April 14, 2004 (the
"Indenture"), among the Company, the Guarantors and Wells Fargo Bank, National
Association, a national banking association (the "Trustee"). VI New Mexico is
guaranteeing the Notes pursuant to the terms of the Indenture (the "VI New
Mexico Guarantee"). Except as otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to them in the Purchase Agreement.

      We have examined, (i) the Purchase Agreement, (ii) the Indenture, (iii)
the Registration Rights Agreement, (iv) the articles and bylaws of VI New
Mexico, and (v) such other documents, certificates, legal opinions, corporate
records, statutes and decisions as we deemed necessary or appropriate for the
purposes of this opinion. The documents, agreements and instruments referred to
in clauses (i), (ii) and (iii) above are referred to herein as the "Transaction
Documents". We have also obtained and relied upon such certificates and
assurances from public officials as we have deemed necessary. We have
investigated such questions of law and fact for the purpose of rendering this
opinion as we have deemed necessary.

      In rendering the opinions expressed below, we have assumed the following:
(i) all signatures appearing in all documents are valid and genuine; (ii) the
documents shown to us are complete and no modifications to any of such documents
exist; (iii) the

                                      E-1
<PAGE>

documents submitted to us as certified or photostatic copies of original
documents conform to such original documents; (iv) the originals of such
certified or photostatic copies are authentic; and (v) each party other than VI
New Mexico that has executed or will execute a document delivered in connection
with the transactions contemplated by the Purchase Agreement and the Indenture
has all requisite power and authority and has taken all necessary action to duly
and validly execute and deliver such document and to perform the transactions
contemplated thereby and such party's obligations thereunder are its legal,
valid and binding obligations, and are enforceable against such party in
accordance with their respective terms, (vi) each natural person who has
executed or will execute any one or more of the Transaction Documents has
sufficient legal capacity to enter into and perform their obligations hereunder,
(vii) all parties (other than VI New Mexico) to the Transaction Documents are
duly organized, validly existing and in good standing under the laws of their
respective jurisdictions of organization, (viii) the conduct of the parties to
the Transaction Documents has complied with any requirement of good faith, fair
dealing and conscionability and there has been no material mistake of fact,
fraud, duress or undue influence, and (ix) VI New Mexico's business as currently
conducted consists of owning and operating restaurants in New Mexico and it
lawfully conducts such business. We have made no independent investigation of
such assumptions, but have no reason to believe that such assumptions are
untrue.

      Certain of the opinions rendered herein are qualified by the discussion
following the numbered paragraphs.

      On the basis of the foregoing, and in reliance thereon, we are of the
opinion that:

            (a)   VI New Mexico has been duly organized and is validly existing
and in good standing under the laws of the State of New Mexico and has all power
and authority necessary to own or hold its properties and to conduct the
businesses in which it is engaged, except where the failure to be so qualified
or have such power or authority would not, individually or in the aggregate,
have a Material Adverse Effect.

            (b)   VI New Mexico has full right, power and authority to execute
and deliver each of the Transaction Documents and to perform its obligations
thereunder; and all action required to be taken for the due and proper
authorization, execution and delivery by VI New Mexico of each such Transaction
Document and for the consummation by VI New Mexico of the transactions
contemplated thereby has been duly and validly taken by VI New Mexico.

            (c)   The Indenture has been duly authorized, executed and delivered
by VI New Mexico.

            (d)   The VI New Mexico Guarantee has been duly authorized, executed
and delivered by VI New Mexico.

            (e)   The guarantee by VI New Mexico of the Exchange Securities has

                                      E-2
<PAGE>

been duly authorized by VI New Mexico.

            (f)   The Purchase Agreement has been duly authorized, executed and
delivered by VI New Mexico; and the Registration Rights Agreement has been duly
authorized, executed and delivered by VI New Mexico.

            (g)   The execution, delivery and performance by VI New Mexico of
each of the Transaction Documents to which it is a party, the compliance by VI
New Mexico with the terms thereof and the consummation by VI New Mexico of the
transactions contemplated by such Transaction Documents will not (i) result in
any violation of the provisions of the charter or by-laws or similar
organizational documents of VI New Mexico or (ii) result in the violation of any
New Mexico law, statute rule or regulation, or, based solely on the Certificate
of Secretary, VI New Mexico and our actual knowledge, without additional
inquiry, any judgment or order, of any New Mexico court or arbitrator or
governmental or regulatory authority.

            (h)   No consent, approval, authorization, order, registration or
qualification of or with any New Mexico court or arbitrator or governmental or
regulatory authority is required for the execution, delivery and performance by
VI New Mexico of each of the Transaction Documents to which it is a party, the
compliance by VI New Mexico with the terms thereof and the consummation by VI
New Mexico of the transactions contemplated by the Transaction Documents, except
for such consents, approvals, authorizations, orders and registrations or
qualifications as may be required (i) under applicable New Mexico securities
laws in connection with the purchase and resale of the Securities by the Initial
Purchasers and (ii) with respect to the Exchange Securities (including the
related guarantees) under the Securities Act and New Mexico securities laws as
contemplated by the Registration Rights Agreement.

            (i)   Based only on the Certificate of Secretary, VI New Mexico and
our actual knowledge, without additional inquiry, except as described in the
Offering Memorandum, there are no legal, governmental or regulatory
investigations, actions, suits or proceedings pending to which VI New Mexico is
or may be a party or to which any property of VI New Mexico is or may be the
subject that, individually or in the aggregate, if determined adversely to VI
New Mexico, could reasonably be expected to have a Material Adverse Effect; and
no such investigations, actions, suits or proceedings are threatened or, to the
best knowledge of such counsel, contemplated by any governmental or regulatory
authority or threatened by others.

      The opinions expressed above are subject to the following qualifications:

      1.    We express no opinion as to securities laws.

      2.    We are licensed to practice law only in the State of New Mexico. We
express no opinion as to the laws of any jurisdiction other than the laws of New
Mexico.

                                      E-3
<PAGE>

      3.    We assume no obligation to supplement this opinion if any applicable
laws change after the date of this opinion, or if we become aware of any facts
that might change the opinions expressed above after the date of this opinion.

      4.    We make no opinion as to any Transaction Document or document that
is referenced in the Transaction Document other than as specifically set forth
herein.

      5.    Section 56-7-1 NMSA 1978 may limit the enforceability of each
Transaction Document that contains an indemnification provision, to the extent
New Mexico law is applied.

      This opinion is provided to you solely for the purposes of complying with
Section 5(i) of the Purchase Agreement, and it may not be relied upon in any
other manner for any other purpose by any other person except as specifically
provided below. This opinion may not be quoted in whole or in part or otherwise
referred to in any report or document or furnished to any other party except in
connection with the matters pertaining to the Purchase Agreement, unless
pursuant to our written consent.

      This opinion shall be rendered to the Initial Purchasers at the request of
the Company.

      This opinion may be relied upon by Sachnoff & Weaver, Ltd. and Willkie
Farr & Gallagher in rendering their opinions relating to the transactions
described herein and may be relied upon by the Trustee in connection with the
transactions described herein.

                                       Sincerely,

                                       Myers, Oliver & Price, P.C.

                                       By:-----------------------------------
                                          Kevin J. McCready

                                      E-4
<PAGE>

                                                                       Exhibit A

                     [Form of Registration Rights Agreement]

                          REGISTRATION RIGHTS AGREEMENT

      This REGISTRATION RIGHTS AGREEMENT dated April 14, 2004 (the "Agreement")
is entered into by and among VICORP Restaurants, Inc., a Colorado corporation
(the "Company"), VI Acquisition Corp., a Delaware corporation, and Village Inn
Pancake House of Albuquerque, Inc. (together, the "Guarantors"), and J.P. Morgan
Securities Inc. and CIBC World Markets Corp. (the "Initial Purchasers").

      The Company, the Guarantors and the Initial Purchasers are parties to the
Purchase Agreement dated April 1, 2004 (the "Purchase Agreement"), which
provides for the sale by the Company to the Initial Purchasers of $126,530,000
aggregate principal amount of the Company's 10-1/2% Senior Notes due 2011 (the
"Securities") which will be guaranteed on an unsecured senior basis by each of
the Guarantors. As an inducement to the Initial Purchasers to enter into the
Purchase Agreement, the Company and the Guarantors have agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement.

      In consideration of the foregoing, the parties hereto agree as follows:

      1.    Definitions. As used in this Agreement, the following terms shall
have the following meanings:

      "Business Day" shall mean any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed.

      "Closing Date" shall mean the Closing Date as defined in the Purchase
Agreement.

      "Company" shall have the meaning set forth in the preamble and shall also
include the Company's successors.

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

      "Exchange Dates" shall have the meaning set forth in Section 2(a)(ii)
hereof.

      "Exchange Offer" shall mean the exchange offer by the Company and the
      Guarantors of Exchange Securities for Registrable Securities pursuant to
      Section 2(a) hereof.

<PAGE>

      "Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

      "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.

      "Exchange Securities" shall mean senior notes issued by the Company and
guaranteed by the Guarantors under the Indenture containing terms identical to
the Securities (except that the Exchange Securities will not be subject to
restrictions on transfer or to any increase in annual interest rate for failure
to comply with this Agreement) and to be offered to Holders of Securities in
exchange for Securities pursuant to the Exchange Offer.

      "Guarantors" shall have the meaning set forth in the preamble and shall
also include any Guarantor's successors.

      "Holders" shall mean the Initial Purchasers, for so long as they own any
Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become owners of Registrable Securities under the
Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the
term "Holders" shall include Participating Broker-Dealers.

      "Initial Purchasers" shall have the meaning set forth in the preamble.

      "Indenture" shall mean the Indenture relating to the Securities dated as
of April 14, 2004 among the Company, the Guarantors and Wells Fargo Bank,
National Association, as trustee, and as the same may be amended from time to
time in accordance with the terms thereof.

      "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Securities; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities owned directly or
indirectly by the Company or any of its affiliates shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage or amount.

      "Participating Broker-Dealers" shall have the meaning set forth in Section
4(a) hereof.

      "Person" shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or
political subdivision thereof.

                                       2
<PAGE>

      "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
any document incorporated by reference therein.

      "Purchase Agreement" shall have the meaning set forth in the preamble.

      "Registrable Securities" shall mean the Securities; provided that the
Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities has been declared effective under the
Securities Act and such Securities have been exchanged or disposed of pursuant
to such Registration Statement, (ii) when such Securities are eligible to be
sold pursuant to Rule 144(k) (or any similar provision then in force, but not
Rule 144A) under the Securities Act or (iii) when such Securities cease to be
outstanding.

      "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantors with this
Agreement, including without limitation: (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of a single
counsel for the Underwriters or Holders, as applicable, in connection with blue
sky qualification of any Exchange Securities or Registrable Securities), (iii)
all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus
and any amendments or supplements thereto, any underwriting agreements,
securities sales agreements or other similar agreements and any other documents
relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vi) the fees and
disbursements of the Trustee and its counsel, (vii) the fees and disbursements
of counsel for the Company and the Guarantors and, in the case of a Shelf
Registration Statement, the fees and disbursements of one counsel for the
Holders (which counsel shall be selected by the Majority Holders and which
counsel may also be counsel for the Initial Purchasers) and (viii) the fees and
disbursements of the independent public accountants of the Company and the
Guarantors, including the expenses of any special audits or "comfort" letters
required by or incident to the performance of and compliance with this
Agreement, but excluding fees and expenses of counsel to the Underwriters (other
than fees and expenses set forth in clause (ii) above) or the Holders and
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Registrable Securities by a Holder.

      "Registration Statement" shall mean any registration statement of the
Company and the Guarantors that covers any of the Exchange Securities or
Registrable

                                       3
<PAGE>

Securities pursuant to the provisions of this Agreement and all amendments and
supplements to any such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and any document incorporated by reference therein.

      "SEC" shall mean the Securities and Exchange Commission.

      "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

      "Shelf Effectiveness Period" shall have the meaning set forth in Section
2(b) hereof.

      "Shelf Registration" shall mean a registration effected pursuant to
Section 2(b) hereof.

      "Shelf Registration Statement" shall mean a "shelf" registration statement
of the Company and the Guarantors that covers all the Registrable Securities
(but no other securities unless approved by the Holders whose Registrable
Securities are to be covered by such Shelf Registration Statement) on an
appropriate form under Rule 415 under the Securities Act, or any similar rule
that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.

      "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended from time to time.

      "Trustee" shall mean the trustee with respect to the Securities under the
Indenture.

      "Underwriter" shall have the meaning set forth in Section 3 hereof.

      "Underwritten Offering" shall mean an offering in which Registrable
Securities are sold to an Underwriter for reoffering to the public.

      2.    Registration Under the Securities Act. (a) To the extent not
prohibited by any applicable law or applicable interpretations of the Staff of
the SEC, the Company and the Guarantors shall use their reasonable best efforts
to (i) cause to be filed an Exchange Offer Registration Statement covering an
offer to the Holders to exchange all the Registrable Securities for Exchange
Securities and (ii) have such Registration Statement remain effective until 180
days after the closing of the Exchange Offer. The Company and the Guarantors
shall commence the Exchange Offer promptly after the Exchange Offer Registration
Statement is declared effective by the SEC and use their reasonable best efforts
to complete the Exchange Offer not later than 60 days after such effective date.

                                       4
<PAGE>

      The Company and the Guarantors shall commence the Exchange Offer by
mailing the related Prospectus, appropriate letters of transmittal and other
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:

(i)   that the Exchange Offer is being made pursuant to this Agreement and that
      all Registrable Securities validly tendered and not properly withdrawn
      will be accepted for exchange;

(ii)  the dates of acceptance for exchange (which shall be a period of at least
      20 Business Days from the date such notice is mailed) (the "Exchange
      Dates");

(iii) that any Registrable Security not tendered will remain outstanding and
      continue to accrue interest but will not retain any rights under this
      Agreement;

(iv)  that any Holder electing to have a Registrable Security exchanged pursuant
      to the Exchange Offer will be required to surrender such Registrable
      Security, together with the appropriate letters of transmittal, to the
      institution and at the address (located in the Borough of Manhattan, The
      City of New York) and in the manner specified in the notice, prior to the
      close of business on the last Exchange Date; and

(v)   that any Holder will be entitled to withdraw its election, not later than
      the close of business on the last Exchange Date, by sending to the
      institution and at the address (located in the Borough of Manhattan, The
      City of New York) specified in the notice, a telegram, telex, facsimile
      transmission or letter setting forth the name of such Holder, the
      principal amount of Registrable Securities delivered for exchange and a
      statement that such Holder is withdrawing its election to have such
      Securities exchanged.

      As a condition to participating in the Exchange Offer, a Holder will be
      required to represent to the Company and the Guarantors that (i) any
      Exchange Securities to be received by it will be acquired in the ordinary
      course of its business, (ii) at the time of the commencement of the
      Exchange Offer it has no arrangement or understanding with any Person to
      participate in the distribution (within the meaning of the Securities Act)
      of the Exchange Securities in violation of the provisions of the
      Securities Act, (iii) it is not an "affiliate" (within the meaning of Rule
      405 under Securities Act) of the Company or any Guarantor and (iv) if such
      Holder is a broker-dealer that will receive Exchange Securities for its
      own account in exchange for Registrable Securities that were acquired as a
      result of market-making or other trading activities, then such Holder will
      deliver a Prospectus in connection with any resale of such Exchange
      Securities.

      As soon as practicable after the last Exchange Date, the Company and the
Guarantors shall:

                                       5
<PAGE>

(i)   accept for exchange Registrable Securities or portions thereof validly
      tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii)  deliver, or cause to be delivered, to the Trustee for cancellation all
      Registrable Securities or portions thereof so accepted for exchange by the
      Company and issue, and cause the Trustee to promptly authenticate and
      deliver to each Holder, Exchange Securities equal in principal amount to
      the principal amount of the Registrable Securities surrendered by such
      Holder.

      The Company and the Guarantors shall use their reasonable best efforts to
complete the Exchange Offer as provided above and shall comply with the
applicable requirements of the Securities Act, the Exchange Act and other
applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that the
Exchange Offer does not violate any applicable law or applicable interpretations
of the Staff of the SEC.

      (b)   In the event that (i) the Company and the Guarantors determine that
the Exchange Offer Registration provided for in Section 2(a) above is not
available or may not be completed as soon as practicable after the last Exchange
Date because it would violate any applicable law or applicable interpretations
of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason
completed by November [__], 2004 or (iii) if any Holder shall notify the Company
within 30 days after the completion of the Exchange Offer that such Holder is
prohibited by law from participating in the Exchange Offer or such Holder may
not resell the Securities acquired by it in the Exchange Offer without delivery
of a Prospectus and the Prospectus available in the Exchange Offer Registration
Statement is not appropriate or available for resales by such Holder, the
Company and the Guarantors shall use their reasonable best efforts to cause to
be filed as soon as practicable after such determination, date or request, as
the case may be, a Shelf Registration Statement providing for the sale of all
the Registrable Securities by the Holders thereof and to have such Shelf
Registration Statement declared effective by the SEC.

      In the event that the Company and the Guarantors are required to file a
Shelf Registration Statement pursuant to clause (iii) of the preceding sentence,
the Company and the Guarantors shall use their reasonable best efforts to file
and have declared effective by the SEC both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities
and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers
and sales of Registrable Securities held by the Initial Purchasers after
completion of the Exchange Offer.

      The Company and the Guarantors agree to use their reasonable best efforts
to keep the Shelf Registration Statement continuously effective until the
expiration of the period referred to in Rule 144(k) under the Securities Act
with respect to the Registrable Securities or such shorter period that will
terminate when all the Registrable Securities

                                       6
<PAGE>

covered by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement (the "Shelf Effectiveness Period"). The Company and the
Guarantors further agree to supplement or amend the Shelf Registration Statement
and the related Prospectus if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder of Registrable Securities with respect to information relating to such
Holder, and to use their reasonable best efforts to cause any such amendment to
become effective and such Shelf Registration Statement and Prospectus to become
usable as soon as thereafter practicable. The Company and the Guarantors agree
to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

      (c)   The Company and the Guarantors shall pay all Registration Expenses
in connection with the registration pursuant to Section 2(a) and Section 2(b)
hereof. Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement and any of
such Holder's personal legal fees and expenses (except as expressly set forth in
the definition of Registration Expenses).

      (d)   An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC.

      In the event that either the Exchange Offer is not completed or the Shelf
Registration Statement, if required hereby, is not declared effective on or
prior to October [__], 2004 (the "Target Registration Date"), the interest rate
on the Registrable Securities will be increased by (i) 0.25% per annum for the
first 90-day period immediately following the Target Registration Date and (ii)
an additional 0.25% per annum with respect to each subsequent 90-day period, in
each case until the Exchange Offer is completed or the Shelf Registration
Statement, if required hereby, is declared effective by the SEC or the
Securities become freely tradable under the Securities Act, up to a maximum of
1.00% per annum of additional interest.

      If the Shelf Registration Statement has been declared effective and
thereafter either ceases to be effective or the Prospectus contained therein
ceases to be usable at any time during the Shelf Effectiveness Period, and such
failure to remain effective or usable exists for more than 30 consecutive days
(or more than 60 days total, whether or not consecutive) in any 12-month period,
then the interest rate on the Registrable Securities will be increased by 0.25%
per annum commencing on the 31st day or 61st day, as applicable, in such
12-month period (for the first 60 days thereafter and an additional 0.25% per
annum with respect to each subsequent 60-day period), in each case ending on
such date that the Shelf Registration Statement has again been declared
effective or the Prospectus again becomes usable, up to a maximum of 1.00% per
annum.

                                       7
<PAGE>

      (e)   Without limiting the remedies available to the Initial Purchasers
and the Holders, the Company and the Guarantors acknowledge that any failure by
the Company or the Guarantors to comply with their obligations under Section
2(a) and Section 2(b) hereof may result in material irreparable injury to the
Initial Purchasers or the Holders for which there is no adequate remedy at law,
that it will not be possible to measure damages for such injuries precisely and
that, in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Company's and
the Guarantors' obligations under Section 2(a) and Section 2(b) hereof.

      3.    Registration Procedures. In connection with their obligations
pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors
shall as expeditiously as possible:

      (a)   prepare and file with the SEC a Registration Statement on the
appropriate form under the Securities Act, which form (x) shall be selected by
the Company and the Guarantors (provided that the Company at its option may file
a combined Shelf Registration Statement with the Exchange Offer Registration
Statement, (y) shall, in the case of a Shelf Registration, be available for the
sale of the Registrable Securities by the selling Holders thereof and (z) shall
comply as to form in all material respects with the requirements of the
applicable form and include all financial statements required by the SEC to be
filed therewith; and use their reasonable best efforts to cause such
Registration Statement to become effective and remain effective for the
applicable period in accordance with Section 2 hereof;

      (b)   prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period in accordance with
Section 2 hereof and cause each Prospectus to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period
described in Section 4(3) of and Rule 174 under the Securities Act that is
applicable to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities;

      (c)   in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Initial Purchasers, to a single
counsel for such Holders and to each Underwriter of an Underwritten Offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto, in order to facilitate the sale or other disposition of the
Registrable Securities thereunder; and the Company and the Guarantors consent to
the use of such Prospectus and any amendment or supplement thereto in accordance
with applicable law by each of the selling Holders of Registrable Securities and
any such Underwriters in connection with the offering and sale of the
Registrable Securities covered by and in the manner described in such Prospectus
or any amendment or supplement thereto in accordance with applicable law;

                                       8
<PAGE>

      (d)   use their reasonable best efforts to register or qualify the
Registrable Securities under all applicable state securities or blue sky laws of
such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC; cooperate
with the Holders in connection with any filings required to be made with the
National Association of Securities Dealers, Inc.; and do any and all other acts
and things that may be reasonably necessary or advisable to enable each Holder
to complete the disposition in each such jurisdiction of the Registrable
Securities owned by such Holder; provided that neither the Company nor any
Guarantor shall be required to (i) qualify as a foreign corporation or other
entity or as a dealer in securities in any such jurisdiction where it would not
otherwise be required to so qualify, (ii) file any general consent to service of
process in any such jurisdiction or (iii) subject itself to taxation in any such
jurisdiction if it is not so subject;

      (e)   in the case of a Shelf Registration, notify each Holder of
Registrable Securities, a single counsel for such Holders and counsel for the
Initial Purchasers promptly and, if requested by any such Holder or counsel,
confirm such advice in writing (i) when a Registration Statement has become
effective and when any post-effective amendment thereto has been filed and
becomes effective, (ii) of any request by the SEC or any state securities
authority for amendments and supplements to a Registration Statement and
Prospectus or for additional information after the Registration Statement has
become effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (iv) if,
between the effective date of a Registration Statement and the closing of any
sale of Registrable Securities covered thereby, the representations and
warranties of the Company or any Guarantor contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any,
relating to an offering of such Registrable Securities cease to be true and
correct in all material respects or if the Company or any Guarantor receives any
notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (v) of the happening of any event during the period
a Shelf Registration Statement is effective that makes any statement made in
such Registration Statement or the related Prospectus untrue in any material
respect or that requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein, in light of the
circumstances under which they were made, not misleading and (vi) of any
determination by the Company or any Guarantor that a post-effective amendment to
a Registration Statement would be appropriate;

      (f)   use their reasonable best efforts to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement at the earliest
possible moment and provide prompt notice to each Holder of the withdrawal of
any such order;

      (g)   in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement

                                       9
<PAGE>

and any post-effective amendment thereto (without any documents incorporated
therein by reference or exhibits thereto, unless requested);

      (h)   in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends and enable such Registrable Securities to be
issued in such denominations and registered in such names (consistent with the
provisions of the Indenture) as the selling Holders may reasonably request at
least one Business Day prior to the closing of any sale of Registrable
Securities;

      (i)   in the case of a Shelf Registration, upon the occurrence of any
event contemplated by Section 3(e)(v) hereof, use their reasonable best efforts
to prepare and file with the SEC a supplement or post-effective amendment to a
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered to purchasers of the Registrable Securities, such Prospectus will not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and the Company and the Guarantors
shall notify the Holders of Registrable Securities to suspend use of the
Prospectus as promptly as practicable after the occurrence of such an event, and
such Holders hereby agree to suspend use of the Prospectus until the Company and
the Guarantors have amended or supplemented the Prospectus to correct such
misstatement or omission;

      (j)   a reasonable time prior to the filing of any Registration Statement,
any Prospectus, any amendment to a Registration Statement or amendment or
supplement to a Prospectus or of any document that is to be incorporated by
reference into a Registration Statement or a Prospectus after initial filing of
a Registration Statement, provide copies of such document to the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, to the Holders of Registrable Securities and their counsel) and make
such of the representatives of the Company and the Guarantors as shall be
reasonably requested by the Initial Purchasers or their counsel (and, in the
case of a Shelf Registration Statement, the Holders of Registrable Securities or
their counsel) available for discussion of such document; and the Company and
the Guarantors shall not, at any time after initial filing of a Registration
Statement, file any Prospectus, any amendment of or supplement to a Registration
Statement or a Prospectus, or any document that is to be incorporated by
reference into a Registration Statement or a Prospectus, of which the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, the Holders of Registrable Securities and their counsel) shall not
have previously been advised and furnished a copy or to which the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement,
the Holders or their counsel) shall reasonably object (provided that the failure
to provide any objections in writing within five Business Days after receipt
shall be deemed approval);

                                       10
<PAGE>

      (k)   obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement;

      (l)   use reasonable best efforts to cause the Indenture to be qualified
under the Trust Indenture Act in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be; cooperate
with the Trustee and the Holders to effect such changes to the Indenture as may
be required for the Indenture to be so qualified in accordance with the terms of
the Trust Indenture Act; and execute, and use their reasonable best efforts to
cause the Trustee to execute, all documents as may be required to effect such
changes and all other forms and documents required to be filed with the SEC to
enable the Indenture to be so qualified in a timely manner;

      (m)   in the case of a Shelf Registration, make available for inspection
by a representative of the Holders of the Registrable Securities (an
"Inspector"), any Underwriter participating in any disposition pursuant to such
Shelf Registration Statement, and a single set of attorneys and accountants
designated by the Holders, at reasonable times and in a reasonable manner, all
pertinent financial and other records, documents and properties of the Company
and the Guarantors, and cause the respective officers, directors and employees
of the Company and the Guarantors to supply all information reasonably requested
by any such Inspector, Underwriter, attorney or accountant in connection with a
Shelf Registration Statement; provided that if any such information is
identified by the Company or any Guarantor as being confidential or proprietary,
each Person receiving such information shall take such actions as are reasonably
necessary to protect the confidentiality of such information to the extent such
action is otherwise not inconsistent with, an impairment of or in derogation of
the rights and interests of any Inspector, Holder or Underwriter the
transactions contemplated hereunder);

      (n)   in the case of a Shelf Registration, use their reasonable best
efforts to cause all Registrable Securities to be listed on any securities
exchange or any automated quotation system on which similar securities issued or
guaranteed by the Company or any Guarantor are then listed if requested by the
Majority Holders, to the extent such Registrable Securities satisfy applicable
listing requirements;

      (o)   if reasonably requested by any Holder of Registrable Securities
covered by a Registration Statement, promptly incorporate in a Prospectus
supplement or post-effective amendment such information with respect to such
Holder as such Holder reasonably requests to be included therein and make all
required filings of such Prospectus supplement or such post-effective amendment
as soon as the Company has received notification of the matters to be
incorporated in such filing; and

      (p)   in the case of a Shelf Registration, enter into such customary
agreements and take all such other customary actions in connection therewith
(including those requested by the Holders of a majority in principal amount of
the Registrable Securities being sold) in order to expedite or facilitate the
disposition of such Registrable

                                       11
<PAGE>

Securities including, but not limited to, an Underwritten Offering and in such
connection, (i) to the extent possible, make such representations and warranties
to the Holders and any Underwriters of such Registrable Securities with respect
to the business of the Company and its subsidiaries, the Registration Statement,
Prospectus and documents incorporated by reference or deemed incorporated by
reference, if any, in each case, in form, substance and scope as are customarily
made by issuers to underwriters in underwritten offerings and confirm the same
if and when requested, (ii) obtain opinions of counsel to the Company and the
Guarantors (which counsel and opinions, in form, scope and substance, shall be
reasonably satisfactory to the Holders and such Underwriters and their
respective counsel) addressed to each selling Holder and Underwriter of
Registrable Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (iii) obtain "comfort" letters from the
independent certified public accountants of the Company and the Guarantors (and,
if necessary, any other certified public accountant of any subsidiary of the
Company or any Guarantor, or of any business acquired by the Company or any
Guarantor for which financial statements and financial data are or are required
to be included in the Registration Statement) addressed to each selling Holder
and Underwriter of Registrable Securities, such letters to be in customary form
and covering matters of the type customarily covered in "comfort" letters in
connection with underwritten offerings and (iv) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in
principal amount of the Registrable Securities being sold or the Underwriters,
and which are customarily delivered in underwritten offerings, to evidence the
continued validity of the representations and warranties of the Company and the
Guarantors made pursuant to clause (i) above and to evidence compliance with any
customary conditions contained in an underwriting agreement.

      In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed disposition by such Holder of such
Registrable Securities as the Company and the Guarantors may from time to time
reasonably request in writing.

      In the case of a Shelf Registration Statement, each Holder of Registrable
Securities agrees that, upon receipt of any notice from the Company and the
Guarantors of the happening of any event of the kind described in Section
3(e)(iii) or 3(e)(v) hereof, or in Section 3(e)(vi) if the Company reasonably
and in good faith determines that sales of Registrable Securities would require
premature disclosure of material nonpublic information, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to a
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(i) hereof and, if
so directed by the Company and the Guarantors, such Holder will deliver to the
Company and the Guarantors all copies in its possession, other than permanent
file copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities that is current at the time of receipt of such notice.

                                       12
<PAGE>

      If the Company and the Guarantors shall give any such notice to suspend
the disposition of Registrable Securities pursuant to a Registration Statement,
the Company and the Guarantors shall extend the period during which the
Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have
received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. The Company and the Guarantors may give any such notice only
twice during any 365-day period and any such suspensions shall not exceed 30
days for each suspension and there shall not be more than two suspensions in
effect during any 365-day period.

      The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers (the "Underwriters") that will
administer the offering will be selected by the Majority Holders (and reasonably
acceptable to the Company) of the Registrable Securities to be included in such
offering.

      4.    Participation of Broker-Dealers in Exchange Offer. (a) The Staff of
the SEC has taken the position that any broker-dealer that receives Exchange
Securities for its own account in the Exchange Offer in exchange for Securities
that were acquired by such broker-dealer as a result of market-making or other
trading activities (a "Participating Broker-Dealer") may be deemed to be an
"underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities.

      The Company and the Guarantors understand that it is the Staff's position
that if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange
Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by
Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the Securities Act in connection with resales of Exchange Securities for
their own accounts, so long as the Prospectus otherwise meets the requirements
of the Securities Act.

      (b)   In light of the above, and notwithstanding the other provisions of
this Agreement, the Company and the Guarantors agree to amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement, as would
otherwise be contemplated by Section 3(i), for a period of up to 180 days after
the last Exchange Date (as such period may be extended pursuant to the
penultimate paragraph of Section 3 of this Agreement), if requested by the
Initial Purchasers or by one or more Participating Broker-Dealers, in order to
expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above. The Company and the Guarantors further agree that
Participating Broker-Dealers shall be authorized to deliver

                                       13
<PAGE>

such Prospectus during such period in connection with the resales contemplated
by this Section 4.

      (c)   The Initial Purchasers shall have no liability to the Company, any
Guarantor or any Holder with respect to any request that they may make pursuant
to Section 4(b) above.

      5.    Indemnification and Contribution. (a) The Company and each
Guarantor, jointly and severally, agree to indemnify and hold harmless each
Initial Purchaser and each Holder, their respective affiliates, directors and
officers and each Person, if any, who controls any Initial Purchaser or any
Holder within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, from and against any and all losses, claims, damages and
liabilities (including, without limitation, legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim
asserted, as such fees and expenses are incurred), joint or several, that arise
out of, or are based upon, any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement or any Prospectus or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, except
insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser or any Holder furnished to the Company in writing
through J.P. Morgan Securities Inc. or any selling Holder expressly for use
therein. In connection with any Underwritten Offering permitted by Section 3,
the Company and the Guarantors, jointly and severally, will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their respective affiliates and
each Person who controls such Persons (within the meaning of the Securities Act
and the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement.

      (b)   Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, the Guarantors, the Initial Purchasers and the other
selling Holders, their respective affiliates, the directors of the Company and
the Guarantors, each officer of the Company and the Guarantors who signed the
Registration Statement and each Person, if any, who controls the Company, the
Guarantors, any Initial Purchaser and any other selling Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the indemnity set forth in paragraph (a) above, but only with
respect to any losses, claims, damages or liabilities that arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to such Holder furnished to the Company in writing by such Holder expressly for
use in any Registration Statement and any Prospectus.

                                       14
<PAGE>

      (c)   If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnification may be sought pursuant to either
paragraph (a) or (b) above, such Person (the "Indemnified Person") shall
promptly notify the Person against whom such indemnification may be sought (the
"Indemnifying Person") in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 5 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person
otherwise than under this Section 5. If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5
that the Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of such counsel related to such proceeding, as incurred. In
any such proceeding, any Indemnified Person shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the contrary; (ii) the
Indemnifying Person has failed within a reasonable time to retain counsel
reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person
shall have reasonably concluded upon advice of counsel that there may be legal
defenses available to it that are different from or in addition to those
available to the Indemnifying Person; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm (x) for any Initial Purchaser, its affiliates, directors and
officers and any control Persons of such Initial Purchaser shall be designated
in writing by J.P. Morgan Securities Inc., (y) for any Holder, its affiliates,
directors and officers and any control Persons of such Holder shall be
designated in writing by the Majority Holders and (z) in all other cases shall
be designated in writing by the Company. The Indemnifying Person shall not be
liable for any settlement of any proceeding effected without its prior written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified
Person from and against any loss or liability by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested that an Indemnifying Person reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by the Indemnifying Person of such
request and (ii) the Indemnifying

                                       15
<PAGE>

Person shall not have reimbursed the Indemnified Person in accordance with such
request prior to the date of such settlement. No Indemnifying Person shall,
without the written consent of the Indemnified Person, effect any settlement of
any pending or threatened proceeding in respect of which any Indemnified Person
is or could have been a party and indemnification could have been sought
hereunder by such Indemnified Person, unless such settlement (A) includes an
unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on claims
that are the subject matter of such proceeding and (B) does not include any
statement as to or any admission of fault, culpability or a failure to act by or
on behalf of any Indemnified Person.

      (d)   If the indemnification provided for in paragraphs (a) and (b) above
is unavailable to an Indemnified Person or insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each
Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors from the offering of the
Securities and the Exchange Securities, on the one hand, and by the Holders from
receiving Securities or Exchange Securities registered under the Securities Act,
on the other hand, or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) but also the relative fault
of the Company and the Guarantors on the one hand and the Holders on the other
in connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors on the one
hand and the Holders on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Guarantors or by the Holders and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

      (e)   The Company, the Guarantors and the Holders agree that it would not
be just and equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 5, in no event shall a Holder be
required to contribute any amount in excess of the amount by which the total
price at which the Securities or Exchange Securities sold by such Holder exceeds
the amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person

                                       16
<PAGE>

guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.

      (f)   The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
Indemnified Person at law or in equity.

      (g)   The indemnity and contribution provisions contained in this Section
5 shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Initial Purchasers or any Holder, their respective affiliates or any Person
controlling any Initial Purchaser or any Holder, or by or on behalf of the
Company or the Guarantors, their respective affiliates or the officers or
directors of or any Person controlling the Company or the Guarantors, (iii)
acceptance of any of the Exchange Securities and (iv) any sale of Registrable
Securities pursuant to a Shelf Registration Statement.

      6.    General.

      (a)   No Inconsistent Agreements. The Company and the Guarantors
represent, warrant and agree that (i) the rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of any other outstanding securities issued or
guaranteed by the Company or any Guarantor under any other agreement and (ii)
neither the Company nor any Guarantor has entered into, or on or after the date
of this Agreement will enter into, any agreement that is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.

      (b)   Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company and the Guarantors have obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or consent; provided that no amendment, modification, supplement, waiver
or consent to any departure from the provisions of Section 5 hereof shall be
effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder. Any amendments, modifications, supplements, waivers or
consents pursuant to this Section 6(b) shall be by a writing executed by each of
the parties hereto.

      (c)   Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(c), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; (ii) if

                                       17
<PAGE>

to the Company and the Guarantors, initially at the Company's address set forth
in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to
such other persons at their respective addresses as provided in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c). All such notices and
communications shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
is acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery. Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee, at the address specified in the Indenture.

      (d)   Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all the terms of this Agreement, and by taking and holding such
Registrable Securities such Person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof. The Initial
Purchasers (in their capacity as Initial Purchasers) shall have no liability or
obligation to the Company or the Guarantors with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations of
such Holder under this Agreement.

      (e)   Purchases and Sales of Securities. The Company and the Guarantors
shall not, and shall use their reasonable best efforts to cause their affiliates
(as defined in Rule 405 under the Securities Act) not to, purchase and then
resell or otherwise transfer any Registrable Securities.

      (f)   Third Party Beneficiaries. Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.

      (g)   Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                                       18
<PAGE>

      (h)   Headings. The headings in this Agreement are for convenience of
reference only, are not a part of this Agreement and shall not limit or
otherwise affect the meaning hereof.

      (i)   Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

      (j)   Miscellaneous. This Agreement contains the entire agreement between
the parties relating to the subject matter hereof and supersedes all oral
statements and prior writings with respect thereto. If any term, provision,
covenant or restriction contained in this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions
contained herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. The Company, the Guarantors and the Initial
Purchasers shall endeavor in good faith negotiations to replace the invalid,
void or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, void or unenforceable
provisions.

                  [Remainder of page intentionally left blank]

                                       19
<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                              VICORP RESTAURANTS, INC.

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

                                              VI ACQUISITION CORP.

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

                                              VILLAGE INN PANCAKE HOUSE OF
                                              ALBUQUERQUE INC.

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

Confirmed and accepted as of the date first above written:

J.P. MORGAN SECURITIES INC.

For itself and on behalf of the
 several Initial Purchasers

By------------------------------
         Authorized Signatory

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