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                                SECOND AMENDMENT
                         TO SECOND AMENDED AND RESTATED
         REVOLVING CREDIT AND TERM LOAN AGREEMENT, AMENDMENT TO SECURITY
                          DOCUMENTS AND LIMITED WAIVER
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         Second Amendment dated as of May 13, 1996 to Second Amended and
Restated Revolving Credit and Term Loan Agreement, Amendment to Security
Documents and Limited Waiver (the "Second Amendment"), by and among NRE
HOLDINGS. INC., a Delaware corporation ("Holdings"), NATIONAL RESTAURANT
ENTERPRISES, INC., a Delaware corporation (the "Borrower"), THE FIRST NATIONAL
BANK OF BOSTON and the other lending institutions listed on Schedule 1 to the
Credit Agreement (as hereinafter defined) (the "Banks") and THE FIRST NATIONAL
BANK OF BOSTON, as agent for the Banks (in such capacity, the "Agent"), amending
and, as the case may be, waiving certain provisions of (a) the Second Amended
and Restated Revolving Credit and Term Loan Agreement dated as of February 7,
1996 (as amended and in effect from time to time, the "Credit Agreement") by and
among Holdings, the Borrower, the Banks and the Agent, (b) the Security
Agreement dated as of September 1, 1994 between the Borrower and the Agent (as
amended and in effect from time to time, the "Borrower Security Agreement") and
(c) the Security Agreement dated as of February 7, 1996 among AmeriKing Virginia
Corporation I ("AmeriKing Virginia"), AmeriKing Cincinnati Corporation I
("AmeriKing Cincinnati", and, collectively with AmeriKing Virginia, the
"Subsidiaries") and the Agent (as amended and in effect from time to time, the
"Subsidiary Security Agreement", and, collectively with the Borrower Security
Agreement, the "Security Agreements"). Terms not otherwise defined herein which
are defined in the Credit Agreement shall have the same respective meanings
herein as therein.

         WHEREAS, Holdings, the Borrower, the Subsidiaries, the Banks and the
Agent have agreed to modify certain terms and conditions of the Credit Agreement
and the Security Agreements, as the case may be, as specifically set forth in
this Second Amendment;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         ss.1. Amendment to ss.1 of the Credit Agreement. Section 1.1 of the
Credit Agreement is hereby amended by deleting the definition of "Eligible
Assignee" in its entirety and restating it as follows:

                  Eligible Assignee. Any of (a) a commercial bank or finance
         company organized under the laws of the United States, or any State
         thereof or the District of Columbia, and having total assets in excess
         of $1,000,000,000; (b) a savings and loan association or savings bank
         organized under the laws of the United States, or any State thereof or
         the District of Columbia, and having a net worth of at least
         $100,000,000, calculated in accordance with generally accepted
         accounting principles; (c) a commercial bank organized under the laws
         of any other country which is a member of
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         the Organization for Economic Cooperation and Development (the "OECD"),
         or a political subdivision of any such country, and having total assets
         in excess of $1,000,000,000, provided that such bank is acting through
         a branch or agency located in the country in which it is organized or
         another country which is also a member of the OECD; (d) the central
         bank of any country which is a member of the OECD; (e) any investment
         fund, financial institution or other institutional lender (other than
         any financial institution which but for the amount of its total assets
         or net worth would have been an Eligible Assignee under clauses (a)
         through (d) above) having total assets in excess of $100,000,000 and
         (f) if, but only if, any Event of Default has occurred and is
         continuing, any other bank, insurance company, commercial finance
         company or other financial institution or other Person approved by the
         Agent, such approval not to be unreasonably withheld.

         ss.2. to Amendment ss.6 of the Credit Agreement. Section 6.7 of the
Credit Agreement is hereby amended by (a) deleting the words "such certificates,
documents or other evidence, as required by the Code or Treasury Regulations
issued pursuant thereto, including" from ss.6.7 and inserting in place thereof a
comma and the words "(x) if such Bank is a "bank" within the meaning of Section
881(c)(3)(A) of the Code,"; and (b) inserting immediately after the words
"subject to a reduced rate of such tax under a provision of an applicable tax
treaty" the words "; or (y) if such Bank is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue
Service Form 1001 or 4224, such Bank shall deliver (a) a certificate
substantially in the form of Exhibit J hereto and (b) two completed signed
copies of Internal Revenue Service Form W-8 (or successor form) certifying to
such Bank's entitlement to an exemption for United States withholding tax with
respect to payments of interest to be made under this Credit Agreement or under
any Note."

         ss.3. Amendment to ss.14 of the Credit Agreement. Section 14.4(b) of
the Credit Agreement is hereby amended by deleting ss.14.4(b) in its entirety
and restating it as follows:

                  (b) second, to all other Obligations on a pro rata basis;
         provided, however, that distributions in respect of such Obligations
         shall be made pari passu among (i) Obligations with respect to the
         Agent's Fee payable pursuant to ss.6.2 and all other Obligations and
         (ii) Obligations owing to the Banks with respect to each type of
         Obligation such as interest, principal, fees and expenses, shall be
         made among the Banks pro rata; and provided, further, that the Agent
         may in its discretion make proper allowance to take into account any
         Obligations not then due and payable;

         ss.4. Amendment to ss.20.1 of the Credit Agreement. Section 20.1 of the
Credit Agreement is hereby amended by deleting the words "each assignment shall
be in an amount no less than $5,000,000, or a larger integral multiple of
$1,000,000" from ss.20.1(c) and substituting in place thereof the words "each
assignment shall be in amount of no less than $4,000,000, or, if less, the
entire remaining amount of the assigning Bank's interest in the Loans, or a
larger integral multiple of $1,000,000".

         ss.5. Amendment to Credit Agreement. The Credit Agreement is further
amended by inserting immediately after Exhibit I the Exhibit J annexed hereto.
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         ss.6. Amendment to Security Documents. Section 17 of each of the
Security Agreements is hereby amended by deleting the words "in such order or
preference as the Bank may determine or" from the second sentence of ss.17 of
each Security Agreement.

         ss.7. Limited Waiver. The parties hereto hereby acknowledge that, prior
to the effectiveness of this Second Amendment, pursuant to ss.20.1 of the Credit
Agreement, each assignment shall be in an amount of not less than $5,000,000,
and, after the effectiveness of this Second Amendment, each assignment shall be
in an amount of not less than $4,000,000. The parties hereto hereby agree that
for purposes of effecting an assignment by The First National Bank of Boston and
Heller Financial, Inc. to Merrill Lynch Prime Rate Portfolio ("Merrill Lynch")
pursuant to an Assignment and Acceptance dated or to be dated on or prior to May
14, 1996, the provisions of ss.20.1 of the Credit Agreement are hereby waived
solely to permit The First National Bank of Boston to assign $3,500,000 of its
interest in the Loans to Merrill Lynch and solely to permit Heller Financial,
Inc. to assign $500,000 of its interest in the Loans to Merrill Lynch.

         ss.8. Conditions to Effectiveness. This Second Amendment shall not
become effective until the Agent receives, on or prior to May 13, 1996, a
counterpart of this Second Amendment executed by Holdings, the Borrower, the
Subsidiaries, the Majority Banks and the Agent.

         ss.9. Representations and Warranties. Each of Holdings and the Borrower
hereby repeats, on and as of the date hereof, each of the representations and
warranties made by it in ss.8 of the Credit Agreement, provided, that all
references therein to the Credit Agreement shall refer to such Credit Agreement
as amended hereby. Each of the Borrower and the Subsidiaries hereby repeats, on
and as of the date hereof, each of the representations and warranties made by it
in the Security Agreements, provided, that all references therein to the
Security Agreements shall refer to such Security Agreement as amended hereby. In
addition, each of Holdings, the Borrower and each Subsidiary hereby represents
and warrants that the execution and delivery by Holdings, the Borrower and each
Subsidiary of this Second Amendment and the performance by Holdings, the
Borrower and each Subsidiary of all of their agreements and obligations under
the Credit Agreement and the Security Agreements as amended hereby are within
the corporate authority of each of Holdings, the Borrower and such Subsidiary
and have been duly authorized by all necessary corporate action on the part of
each of Holdings, the Borrower and such Subsidiary.

         ss.10. Ratification, Etc. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Second Amendment and each of the Security Agreements
and this Second Amendment shall be read and construed as a single agreement. All
references in the Credit Agreement or any related agreement or instrument to the
Credit Agreement shall hereafter refer to the Credit Agreement as amended
hereby, and all references in each of the Security Agreements or any related
agreement or instrument to such Security Agreement shall hereafter refer to such
Security Agreement as amended hereby.

         ss.11. No Waiver. Except as expressly set forth in ss.6 hereof, nothing
contained herein shall constitute a waiver of, impair or otherwise affect any
Obligations, any other obligation of Holdings, the Borrower or any rights of the
Agent or the Banks consequent thereon.
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         ss.12. Counterparts. This Second Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.

         ss.13. Governing Law. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).

                  [Remainder of Page Intentionally Left Blank]
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         IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as a document under seal as of the date first above written.

                                        NRE HOLDINGS, INC.


                                        By: [ILLEGIBLE]
                                            --------------------------------
                                        Title:


                                        NATIONAL RESTAURANT ENTERPRISES, INC.


                                        By: [ILLEGIBLE]
                                            --------------------------------
                                        Title:


                                        AMERIKING VIRGINIA CORPORATION I


                                        By: [ILLEGIBLE]
                                            --------------------------------
                                        Title:

                                        AMERIKING CINCINNATI CORPORATION I


                                        By: [ILLEGIBLE]
                                            --------------------------------
                                        Title:


                                        THE FIRST NATIONAL BANK OF BOSTON,
                                          individually and as Agent


                                        By: ________________________________
                                        Title:
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         IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment as a document under seal as of the date first above written.

                                        NRE HOLDINGS, INC.


                                        By: ________________________________
                                        Title:


                                        NATIONAL RESTAURANT ENTERPRISES, INC.


                                        By: ________________________________
                                        Title:


                                        AMERIKING VIRGINIA CORPORATION I


                                        By: ________________________________
                                        Title:

                                        AMERIKING CINCINNATI CORPORATION I


                                        By: ________________________________
                                        Title:


                                        THE FIRST NATIONAL BANK OF BOSTON,
                                          individually and as Agent


                                        By: [ILLEGIBLE]
                                            --------------------------------
                                        Title:
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                                        CAISSE NATIONALE DE CREDIT AGRICOLE


                                        By: [ILLEGIBLE]
                                            --------------------------------
                                        Title: [ILLEGIBLE]


                                        HELLER FINANCIAL, INC.


                                        By: ________________________________
                                        Title:


                                        COMERICA BANK - ILLINOIS


                                        By: ________________________________
                                        Title:

                                        SANWA BUSINESS CREDIT CORPORATION


                                        By: ________________________________
                                        Title:
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                                        CAISSE NATIONALE DE CREDIT AGRICOLE


                                        By: ________________________________
                                        Title:


                                        HELLER FINANCIAL, INC.


                                        By: [ILLEGIBLE]
                                            --------------------------------
                                        Title: Vice President


                                        COMERICA BANK - ILLINOIS


                                        By: ________________________________
                                        Title:

                                        SANWA BUSINESS CREDIT CORPORATION


                                        By: ________________________________
                                        Title:
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                                        CAISSE NATIONALE DE CREDIT AGRICOLE


                                        By: ________________________________
                                        Title:


                                        HELLER FINANCIAL, INC.


                                        By: ________________________________
                                        Title:


                                        COMERICA BANK - ILLINOIS


                                        By: [ILLEGIBLE]
                                            --------------------------------
                                        Title: Vice President

                                        SANWA BUSINESS CREDIT CORPORATION


                                        By: ________________________________
                                        Title:
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                                        CAISSE NATIONALE DE CREDIT AGRICOLE


                                        By: ________________________________
                                        Title:


                                        HELLER FINANCIAL, INC.


                                        By: ________________________________
                                        Title:


                                        COMERICA BANK - ILLINOIS


                                        By: ________________________________
                                        Title:

                                        SANWA BUSINESS CREDIT CORPORATION


                                        By: [ILLEGIBLE]
                                            --------------------------------
                                        Title: 1st Vice President
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                            RATIFICATION OF GUARANTY

         Each of the undersigned guarantors hereby acknowledges and consents to
the foregoing Second Amendment as of May 13, 1996. and agrees that (a) the
Limited Guaranty dated as of September 1, 1994 (as amended and in effect from
time to time) from Holdings in favor of the Agent for the benefit of the Agent
and the Banks, and (b) the Guaranty dated as of February 7, 1996 from each of
AmeriKing Cincinnati Corporation I and AmeriKing Virginia Corporation I in favor
of the Agent for the benefit of the Agent and the Banks, and all other Loan
Documents to which each of Holdings, AmeriKing Cincinnati Corporation I and
AmeriKing Virginia Corporation I (collectively, the "Guarantors") are a party
remain in full force and effect, and each of the Guarantors confirms and
ratifies all of its obligations thereunder.

                                        NRE HOLDINGS, INC


                                        By: [ILLEGIBLE]
                                            --------------------------------
                                        Title: 


                                        AMERIKING CINCINNATI CORPORATION I


                                        By: [ILLEGIBLE]
                                            --------------------------------
                                        Title: 


                                        AMERIKING VIRGINIA CORPORATION I


                                        By: [ILLEGIBLE]
                                            --------------------------------
                                        Title: