<PAGE>
 
              RESTATED EMPLOYMENT AND NON-INTERFERENCE AGREEMENT
              --------------------------------------------------

          This Restated Employment and Non-Interference Agreement (this
                                                                       
"Agreement") is dated as of December 3, 1996, by and between William Osborn (the
 ---------                                                                      
"Executive") and National Restaurant Enterprises, Inc., a Delaware corporation
 ---------                                                                    
(the "Company") and a wholly-owned subsidiary of AmeriKing, Inc., a Delaware
      -------                                                               
corporation (the successor to NRE Holdings, Inc.) ("Parent");
                                                    ------   

                              W I T N E S S E T H:
                              ------------------- 

          WHEREAS, Executive and the Company entered into an Employment and Non-
Interference Agreement, dated as September 1, 1994 (the "Prior Employment
                                                         ----------------
Agreement");
---------   

          WHEREAS, Executive and the Company wish to terminate the Prior
Employment Agreement in its entirety simultaneously with the execution of this
Agreement, which will replace the prior Employment Agreement;

          WHEREAS, the Company wishes to obtain the future services of the
Executive for the Company; and

          WHEREAS, the Executive is willing, upon the terms and conditions
herein set forth, to provide services hereunder; and

          WHEREAS, the Company wishes to secure the Executive's non-
interference, upon the terms and conditions herein set forth;

          NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:

          1.  Nature of Employment
              --------------------

          Subject to Section 3, the Company hereby employs Executive, and
                     ---------                                           
Executive agrees to accept such employment, during the Term of Employment (as
defined in Section 3(a)) as Vice Chairman of Parent and the Company and to
           ------------                                                   
undertake such duties and responsibilities as may be reasonably and specifically
assigned to Executive from time to time by the Chairman.  The Vice Chairman
shall have no duties except as specifically instructed or delegated to him in
writing by the Chairman and shall have no authority, unless so delegated in
writing, to bind or otherwise act for Parent or the Company.
<PAGE>
 
          2.  Extent of Employment
              --------------------

          (a)  During the Term of Employment, the Executive shall perform his
obligations hereunder faithfully and to the best of his ability at the location
set forth below in paragraph 2(d), under the direction of the Chairman and Board
of Directors of the Company, and shall abide by the rules, customs and usages
from time to time established by the Company and the Parent."

          (b)  During the Term of Employment, the Executive shall devote such
amount of his business time, energy and skill as may be reasonably necessary for
the performance of his duties, responsibilities and obligations hereunder
(except for vacation periods and reasonable periods of illness or other
incapacity).

          (c)  Nothing contained herein shall require Executive to follow any
directive or to perform any act which would violate any of the rules and
regulations as provided by the Burger King Corporation franchise entity form of
ownership guidelines, the Burger King Uniform Franchise Offering Circular, as
amended or updated from time-to-time, and any other franchise and other
regulations and requirements, from time to time in effect (the "Burger King
                                                                -----------
Regulations") of the Burger King Corporation or any laws, ordinances,
-----------                                                          
regulations or rules of any governmental, regulatory or administrative body,
agent or authority, any court or judicial authority, or any public, private or
industry regulatory authority.  Subject to clause (e) below, Executive shall act
in good faith in accordance with all Burger King Regulations and laws,
ordinances, regulations or rules of any governmental, regulatory or
administrative body, agent or authority, any court or judicial authority, or any
public, private or industry regulatory authority to the extent the Executive
knows or has reasonable notice of such Burger King regulations, laws,
ordinances, regulations or rules.

          (d)  During the Term of Employment, the Executive shall live in the
Chicago, the Front Range of Colorado or any other area selected by Executive.
The Company will pay the Executive a one-time lump sum of $50,000 plus
documented out-of-pocket expenses to move Executive's personal belongings and
household items, as a transition expense payment, upon the date of this
Agreement to provide suitable and appropriate transition arrangements,
including, should Executive arrange, an executive office, secretarial and office
services for a transition for Executive.

          (e) The Company will use reasonable efforts to cause Executive to be
promptly removed and released as an "Owner" or "Managing Owner" under the Burger
King Regulations, although Executive will remain subject to those
classifications and responsibilities at the date hereof, and Executive will
remain, in any event, subject to certain lease and related guarantees in
connection with the Company's prior acquisition of restaurants from Sheldon
Friedman.

                                      -2-
<PAGE>
 
          3.  Term of Employment; Termination
              -------------------------------

          (a)  The "Term of Employment" shall commence on the date hereof and
                    ------------------                                       
shall continue until September 1, 1999.  Should the Executive's employment by
the Company be earlier terminated pursuant to Section 3(b), the Term of
                                              ------------             
Employment shall end on the date of such earlier termination.

          (b)   Subject to the payments contemplated by Section 3(e), Term of
Employment may be terminated at any time by the Company:

          (i)  upon the death of Executive;

          (ii)  for Cause (as defined in Section 3(c));
                                         ------------  

     Termination shall become effective upon the delivery by the Company to the
Executive of notice specifying such termination and the reasons therefor.

     (c)  For the purposes of this Section 3, "Cause" shall mean any of the
                                   ---------   -----                       
following:

          (i)  Executive's conviction of a serious felony or a crime involving
     embezzlement, conversion of property or moral turpitude;

          (ii) a final, non-appealable finding of Executive's fraud,
     embezzlement or conversion of property;

          (iii) a final non-appealable finding of Executive's breach of any of
     his fiduciary duties to the Company or its stockholders or making of a
     willful misrepresentation or omission which breach, misrepresentation or
     omission might reasonably be expected to materially adversely affect the
     business, properties, assets, condition (financial or other) or prospects
     of the Company, provided, that, the Executive has been given notice and 30
     days from such notice fails to cure the breach, misrepresentation or
     omission;

          (iv) Executive's willful and continual neglect or failure to discharge
     his duties, responsibilities or obligations prescribed by this Agreement or
     any other agreement between the Executive and the Company, provided, that,
     the Executive has been given notice and 30 days from such notice fails to
     cure the neglect or failure;

          (v) Executive's habitual drunkenness or substance abuse, which
     materially interferes with Executive's ability to discharge his duties,
     responsibilities and obligations prescribed by this Agreement, provided
     that Executive has been given notice and 30 days from such notice fails to
     cure such drunkenness or abuse;

                                      -3-
<PAGE>
 
          (vi) Executive's material and knowing violation of any obligations
     imposed upon Executive, personally, as opposed to upon the Company, whether
     as a stockholder or otherwise, under this Agreement, the Purchase and Sale
     Agreement, dated September 1, 1994, by and among the Company, the Parent
     and Burger King Corporation, the Franchise Agreement, dated September 1,
     1994, by and among the Company, Parent and Burger King Corporation, the
     Certificate of Incorporation or By-Laws of the Company, or the Burger King
     Regulations, each as amended to date, provided, that the Executive has been
     given notice and 90 days from such notice fails to cure the violation;

          (vii) Executive's personal (as opposed to the Company's) material and
     knowing failure, to observe or comply with Burger King Regulations whether
     as an officer, stockholder or otherwise, in any material respect or in any
     manner which might reasonably have a material adverse effect in respect of
     the Company's ongoing business, operations, conditions, franchises, other
     business relationships or properties; provided, that the Executive has been
     given notice and 90 days from such notice fails to cure the failure, or

          (viii) Executive disparaging or making other public statements that
     injure or damage Parent, Company or their respective businesses.

     (d)  In the event Executive's employment is terminated pursuant to

          (i)  Section 3(b)(i), the Company will pay to Executive (or his estate
     or representative) the full amounts to which he would be entitled under
     Section 4(a) for the period from effectiveness of termination through the
     first anniversary of such termination;

          (ii)  Section 3(b)(ii) there will be no amounts owing by the Company
     to Executive under this Agreement from and after such termination, except
     for accrued, but unused vacation pay and sick pay which shall be paid to
     the Executive in accordance with Company practices; and

Termination of the Term of Employment will not terminate Sections 7, 8, 10
through 21, or any other provisions not associated specifically with the Term of
Employment.

In the event of Termination and the Company is obligated to make payments
pursuant to this Section 3(e), the Company's payment obligations under this
Section 3(e) will be mitigated and reduced to the extent of Executive's
compensation under alternative employment during the period for which payments
are owed by the Company pursuant to this Section 3(e).

     4.  Compensation.  During the Term of Employment, the Company shall pay
         ------------                                                       
compensation to Executive as follows:

                                      -4-
<PAGE>
 
     (a) As base compensation for his services hereunder, in bimonthly
installments, a base salary at a rate of $225,000 per annum.

     (b) During the Term of Employment the Executive shall receive an automobile
allowance of $800 per month and reimbursements for automobile insurance,
repairs, maintenance and business related fuel not to exceed $6,000 per annum.

     (c) During the Term of Employment, the Company will purchase and pay the
premium payments for a life insurance policy in an amount up to $1 million (such
amount to be determined by the Executive) on the life of the Executive for the
benefit of beneficiaries designated by the Executive; provided that the premium
payments on such life insurance policy are less than $10,000 per annum.

     5.  Reimbursement of Expenses
         -------------------------

     During the Term of Employment, and in addition to Section 2(d), the Company
shall reimburse Executive for documented travel and other expenses reasonably
incurred by Executive in connection with attending meetings of the Board of
Directors or in connection with activities expressly authorized in writing by
the Chairman, in each case, while serving as Vice Chairman in accordance with
this Agreement, but not any other expenses incurred by Executive for any other
purpose, all in accordance with the rules, customs and usages promulgated by the
Company from time to time in effect.

     6.  Benefits
         --------

     During the Term of Employment, the Executive shall be entitled to
perquisites and benefits (including health, short and long term disability,
pension and life insurance benefits consistent with past practice, or as
increased from time to time) referred to herein or expressly approved for
Executive by the Board of Directors.

     7.  Confidential Information
         ------------------------

     (a) During and after the Term of Employment, Executive will not, directly
or indirectly in one or a series of transactions, disclose to any person, or use
or otherwise exploit for the Executive's own benefit or for the benefit of
anyone other than the Company, any Confidential Information (as defined in
Section 9), whether prepared by Executive or not; provided, however, that any
---------                                         --------  -------          
Confidential Information may be disclosed to officers, representatives,
employees and agents of the Company who need to know such Confidential
Information in order to perform the services or conduct the operations required
or expected of them in the Business (as defined in Section 9).  Executive shall
                                                   ---------                   
use his best efforts to prevent the removal of any Confidential Information from
the premises of the Company, except as required in his normal course of
employment by the Company.  Executive shall use his best efforts to cause all
persons or entities to whom any Confidential Information shall be

                                      -5-
<PAGE>
 
disclosed by him hereunder to observe the terms and conditions set forth herein
as though each such person or entity was bound hereby.  Executive shall have no
obligation hereunder to keep confidential any Confidential Information if and to
the extent disclosure of any thereof is specifically required by law; provided,
                                                                      -------- 
however, that in the event disclosure is required by applicable law, the
-------                                                                 
Executive shall provide the Company with prompt notice of such requirement,
prior to making any disclosure, so that the Company may seek an appropriate
protective order.  At the request of the Company, Executive agrees to deliver to
the Company, at any time during the Term of Employment, or thereafter, all
Confidential Information that he may possess or control.  Executive agrees that
all Confidential Information of the Company (whether now or hereafter existing)
conceived, discovered or made by him during the Term of Employment exclusively
belongs to the Company (and not to Executive).  Executive will promptly disclose
such Confidential Information to the Company and perform all actions reasonably
requested by the Company to establish and confirm such exclusive ownership.

     (b) The terms of this Section 7 shall survive the termination of this
                           ---------                                      
Agreement regardless of who terminates this Agreement, or the reasons therefor.


     8.   Non-Interference
          ----------------

     (a) Executive acknowledges that services to be provided give him the
opportunity to have special knowledge of the Company and its Confidential
Information and the capabilities of individuals employed by or affiliated with
the Company and that interference in these relationships would cause irreparable
injury to the Company.  In consideration of this Agreement, Executive covenants
and agrees that:

          (i)  From the date hereof until the later to occur of three years from
     the date hereof, or the first anniversary of expiration on termination of
     the Term of Employment (the "Restricted Period"), Executive will not,
     without the express written approval of the Board of Directors of the
     Company, anywhere in the Market, directly or indirectly, in one or a series
     of transactions, own, manage, operate, control, invest or acquire an
     interest in, or otherwise engage or participate in, whether as a
     proprietor, partner, stockholder, lender, director, officer, employee,
     joint venturer, investor, lessor, supplier, agent, representative or other
     participant, in any business which competes, directly or indirectly, with
     the Business in the Market ("Competitive Business") without regard to (A)
                                  --------------------                        
     whether the Competitive Business has its office, manufacturing or other
     business facilities within or without the Market, (B) whether any of the
     activities of the Executive referred to above occur or are performed within
     or without the Market or (C) whether the Executive resides, or reports to
     an office, within or without the Market; provided, however, that (x) the
                                              --------  -------              
     Executive may, anywhere in the Market, directly or indirectly, in one or a
     series of transactions, own, invest or acquire an interest in up to five
     percent (5%) of the capital stock of a

                                      -6-
<PAGE>
 
     corporation whose capital stock is traded publicly, or that (y) Executive
     may accept employment with a successor company to the Company.

          (ii)  During the Restricted Period (which shall not include any period
     of violation of this Agreement by Executive or period which is required for
     litigation to enforce the rights hereunder), Executive will not without the
     express prior written approval of the Board of Directors of the Company (A)
     directly or indirectly, in one or a series of transactions, recruit,
     solicit or otherwise induce or influence any proprietor, partner,
     stockholder, lender, director, officer, employee, sales agent, joint
     venturer, investor, lessor, supplier, customer, agent, representative or
     any other person which has a business relationship with the Company or had
     a business relationship with the Company within the twenty-four (24) month
     period preceding the date of the incident in question, to discontinue,
     reduce or modify such employment, agency or business relationship with the
     Company, or (B) employ or seek to employ or cause any Competitive Business
     to employ or seek to employ any person or agent who is then (or was at any
     time within six (6) months prior to the date the Executive or the
     Competitive Business employs or seeks to employ such person) employed or
     retained by the Company.  Notwithstanding the foregoing, nothing herein
     shall prevent the Executive from providing a letter of recommendation to an
     employee with respect to a future employment opportunity.

          (iii)  During the Restricted Period, Executive will not publicly
     disparage the Parent or the Company or its affiliates or their respective
     businesses.

          (iv)  The scope and term of this Section 8 would not preclude him from
                                           ---------                            
     earning a living with an entity that is not a Competitive Business.

     (b) Upon a final, non-appealable finding that the Executive has breached
his obligations in any material respect under this Section 8, the Company, in
                                                   ---------                 
addition to pursuing all available remedies under this Agreement, at law or
otherwise, and without limiting its right to pursue the same shall cease all
payments to the Executive under this Agreement or any other agreement.

     9.  Definitions
         -----------

     "Burger King Regulations" is defined in Section 1.
      ------------------------               --------- 

     "Business" means (a) the construction, development, operations, ownership
      --------                                                                
and promotion of restaurants in which the Burger King Corporation is either (i)
the exclusive franchisor or (ii) co-franchisor in a dual-use restaurant
involving or relating principally to hamburgers as a major menu item, or (b) any
similar or incidental business involving or relating principally to hamburgers
as a major menu item conducted, or engaged in, by the Company prior to the date
hereof or at any time during the Term of Employment.

                                      -7-
<PAGE>
 
     "Cause" is defined in Section 3(d).
      -----                ------------ 

     "Companies" means Parent and its successors or any of its direct or
      ---------                                                         
indirect subsidiaries (including the Company), now or hereafter existing.

     "Company" is defined in the introduction.
      -------                                 

     "Competitive Business" is defined in Section 8(a)(i).
      --------------------                --------------- 

     "Confidential Information" means any confidential information including,
      ------------------------                                               
without limitation, any study, data, calculations, software storage media or
other compilation of information, patent, patent application, copyright,
trademark, trade name, service mark, service name, "know-how", trade secrets,
customer lists, details of client or consultant contracts, pricing policies,
operational methods, marketing plans or strategies, product development
techniques or plans, business acquisition plans or any portion or phase of any
scientific or technical information, ideas, discoveries, designs, computer
programs (including source of object codes), processes, procedures, formulae,
improvements or other proprietary or intellectual property of the Company,
whether or not in written or tangible form, and whether or not registered, and
including all files, records, manuals, books, catalogues, memoranda, notes,
summaries, plans, reports, records, documents and other evidence thereof.  The
term "Confidential Information" does not include, and there shall be no
      ------------------------                                         
obligation hereunder with respect to, information that becomes generally
available to the public other than as a result of a disclosure by the Executive
not permissible hereunder.

     "Executive" means William Osborn or his estate, if deceased.
      ---------                                                  

     "Market" means any county in the United States of America and each similar
      ------                                                                   
jurisdiction in any other country in which the Business was conducted by or
engaged in by the Company prior to the date hereof or is conducted or engaged
in, or for which a restaurant site is in development, by the Company at any time
during the Term of Employment.

     "Restricted Period" is defined in Section 8(a)(i).
      -----------------                --------------- 

     "Term of Employment" is defined in Section 3(a).
      ------------------                ------------ 

     10.  Notice
          ------

     Any notice, request, demand or other communication required or permitted to
be given under this Agreement shall be given in writing and if delivered
personally, or sent by

                                      -8-
<PAGE>
 
certified or registered mail, return receipt requested, as follows (or to such
other addressee or address as shall be set forth in a notice given in the same
manner):

     If to Executive:    William Osborn
                         ___________
                         ___________

                         with a copy  to:

                         Freeborn & Peters
                         950 Seventeenth Street
                         Suite 2600
                         Denver, Colorado 80202

                         Attention: Ernest J. Panasci, Esq.


     If to Company:      AmeriKing
                         2215 Enterprise Drive
                         Suite 1502
                         Westchester, IL 60154

                         Attention:  Chairman

                         with a copy  to:

                         Mayer, Brown & Platt
                         1675 Broadway
                         Suite 1900
                         New York, New York  10019
                         Attention:  James B. Carlson, Esq.

Any such notices shall be deemed to be given on the date personally delivered or
such return receipt is issued.

     11.  Executive's Representation
          --------------------------

     Executive hereby warrants and represents to the Company that:  (i)
Executive has carefully reviewed this Agreement and the Prior Employment
Agreement and has consulted with such advisors as Executive considers
appropriate in connection with this Agreement and the Prior Employment
Agreement, (ii) Executive is not subject to any covenants, agreements or
restrictions, including without limitation any covenants, agreements or
restrictions arising out of Executive's prior employment or the Burger King
Regulations which would be

                                      -9-
<PAGE>
 
breached or violated by Executive's execution of this Agreement or by
Executive's performance of his duties hereunder and (iii) Executive will not
knowingly breach or violate any provision of the Burger King Regulations in any
material respect or in any manner which might reasonably have a material adverse
effect in respect of the Company's ongoing business, operations, conditions,
franchises, or other business relationships or properties.

     12.  Other Matters
          -------------

     (a) Executive agrees and acknowledges that the obligations owed to
Executive under this Agreement are solely the obligations of the Company, and
that none of the Company's stockholders, directors, officers or lenders will
have any obligations or liabilities in respect of this Agreement and the subject
matter hereof.

     (b) Executive and the Company hereby agree and acknowledge that this
Agreement replaces and supersedes the Prior Employment Agreement, and upon the
execution of this Agreement, the Prior Employment Agreement shall automatically
be terminated and rendered without force and effect and that the Executive shall
release and discharge the Company and Parent, and their respective directors,
stockholders, officers and lenders from any further obligations or liabilities
thereunder, including any compensation, bonus or severance thereunder.

     13.  Validity
          --------

     If, for any reason, any provision hereof shall be determined to be invalid
or unenforceable, the validity and effect of the other provisions hereof shall
not be affected thereby.

     14.  Severability
          ------------

     Whenever possible, each provision of this Agreement will be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.  If any court determines that any
provision of Section 8 or any other provision hereof is unenforceable because of
             ---------                                                          
the power to reduce the scope or duration of such provision, as the case may be
and, in its reduced form, such provision shall then be enforceable.

                                      -10-
<PAGE>
 
     15.  Waiver of Breach; Specific Performance
          --------------------------------------

     The waiver by the Company or Executive of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any other breach of such other party.  Each of the parties (and third party
beneficiaries) to this Agreement will be entitled to enforce its rights under
this breach of any provision of this Agreement and to exercise all other rights
existing in its favor.  The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of
Sections 7 and 8 of this Agreement and that any party (and third party
----------     -                                                      
beneficiaries) may in its sole discretion apply to any court of law or equity of
competent jurisdiction for specific performance and/or injunctive relief,
including temporary restraining orders, preliminary injunctions and permanent
injunctions in order to enforce or prevent any violations of the provisions of
this Agreement.  In the event either party takes legal action to enforce any of
the terms or provisions of this Agreement, the nonprevailing party shall pay the
successful party's costs and expenses, including but not limited to, reasonable
attorneys' fees, incurred in such action.

     16.  Assignment; Third Parties
          -------------------------

     Neither the Executive nor the Company may assign, transfer, pledge,
hypothecate, encumber or otherwise dispose of this Agreement or any of his or
its respective rights or obligations hereunder, without the prior written
consent of the other.  The parties agree and acknowledge that each of the
Companies and the stockholders and investors therein are intended to be third
party beneficiaries of, and have rights and interests in respect of, Executive's
agreements set forth in Sections 7 and 8.
                        ----------     - 

     17.  Amendment; Entire Agreement
          ---------------------------

     This Agreement may not be changed orally but only by an agreement in
writing agreed to by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.  This Agreement embodies the
entire agreement and understanding of the parties hereto in respect of the
subject matter of this Agreement, and supersedes and replaces all prior
agreements, understandings and commitments with respect to such subject matter,
including the Prior Employment Agreement.

     18.  Litigation
          ----------

     THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. EACH OF THE PARTIES HERETO
ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ANY BREACH OF THIS AGREEMENT, THE
NON-BREACHING PARTY WOULD BE IRREPARABLY HARMED AND COULD NOT BE MADE WHOLE BY
MONETARY DAMAGES, AND THAT, IN ADDITION TO ANY OTHER REMEDY TO

                                      -11-
<PAGE>
 
WHICH THEY MAY BE ENTITLED AT LAW OR IN EQUITY, THE PARTIES SHALL BE ENTITLED TO
SUCH EQUITABLE OR INJUNCTIVE RELIEF AS MAY BE APPROPRIATE.  EACH PARTY AGREES
THAT JURISDICTION AND VENUE WILL BE PROPER IN CHICAGO, ILLINOIS AND WAIVES ANY
OBJECTIONS BASED UPON FORUM NON CONVENIENS.  EACH PARTY WAIVES PERSONAL SERVICE
OF PROCESS AND AGREES THAT A SUMMONS AND  COMPLAINT COMMENCING AN ACTION OR
PROCEEDING SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF
SERVED BY REGISTERED OR CERTIFIED MAIL TO THE PARTY AT THE ADDRESS SET FORTH IN
THIS AGREEMENT, OR AS OTHERWISE PROVIDED BY THE LAWS OF THE STATE OF ILLINOIS OR
THE UNITED STATES.  THE CHOICE OF FORUM SET FORTH IN THIS SECTION 11(G) SHALL
NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN ANY OTHER
FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY
OTHER APPROPRIATE JURISDICTION.

     19.  Arbitration
          -----------

     ANY DISPUTE BETWEEN OR AMONG THE PARTIES TO THIS AGREEMENT RELATING TO OR
IN RESPECT OF THIS AGREEMENT, ITS NEGOTIATION, EXECUTION, PERFORMANCE, SUBJECT
MATTER, OR ANY COURSE OF CONDUCT OR DEALING OR ACTIONS UNDER OR IN RESPECT OF
THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION ANY CLAIM UNDER THE SECURITIES
ACT, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, ANY OTHER STATE OR FEDERAL
LAW RELATING TO SECURITIES OR FRAUD OR BOTH, THE RACKETEER INFLUENCED AND
CORRUPT ORGANIZATIONS ACT, AS AMENDED, OR FEDERAL OR STATE COMMON LAW, SHALL BE
SUBMITTED TO, AND RESOLVED EXCLUSIVELY PURSUANT TO, ARBITRATION IN ACCORDANCE
WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.
SUCH ARBITRATION SHALL TAKE PLACE IN CHICAGO, ILLINOIS, AND SHALL BE SUBJECT TO
THE SUBSTANTIVE LAW OF THE STATE OF ILLINOIS.  DECISIONS AS TO FINDINGS OF FACT
AND CONCLUSIONS OF LAW PURSUANT TO SUCH ARBITRATION SHALL BE FINAL, CONCLUSIVE
AND BINDING ON THE PARTIES, SUBJECT TO CONFIRMATION, MODIFICATION OR CHALLENGE
PURSUANT TO 9 U.S.C. (S)(S) 1 ET SEQ.  ANY FINAL AWARD SHALL BE ENFORCEABLE AS A
JUDGMENT OF A COURT OF RECORD.

     20.  Further Action
          --------------

     Executive and the Company agree to perform any further acts and to execute
and deliver any documents which may be reasonable to carry out the provisions
hereof.

                                      -12-
<PAGE>
 
     21.  Counterparts
          ------------

     This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     IN WITNESS WHEREOF, the parties hereto have set their hands as of the day
and year first written above.


                              EXECUTIVE:



                              ------------------------------------------ 
                              Name:  William Osborn



                              NATIONAL RESTAURANT ENTERPRISES, INC.



                              By
                                 ---------------------------------------
                                 Name:  A. Richard Caputo, Jr.
                                 Title:  Vice President

                                      -13-