<PAGE>
 
                                AMENDMENT NO. 1

                                       TO

                       MANAGEMENT SUBSCRIPTION AGREEMENT


          THIS AMENDMENT NO. 1 TO MANAGEMENT SUBSCRIPTION AGREEMENT (this
"Amendment No. 1") is dated as of November 26, 1996, by and among AmeriKing,
Inc., a Delaware corporation (the "Company") and the persons whose names appear
on the signature pages hereto (collectively, the "Stockholders").

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

          WHEREAS, the Company and the Stockholders entered into a Management
Subscription Agreement, dated as of September 1, 1994 (the "Management
Subscription Agreement"), pursuant to which the Stockholders subscribed for the
purchase of certain securities of the Company, including shares of common stock
of the Company; and

          WHEREAS, pursuant to the terms of the Recapitalization Agreement, of
even date herewith, by and among the Company and the stockholders of the Company
who appear on the signature pages thereto, (i) the existing classes of common
stock have been reclassified into a single class of common stock and (ii) the
reclassified common stock has been split 863.281-for-1; and

          WHEREAS, the Company and the Stockholders each acknowledge that they
will benefit and desire to amend the Management Subscription Agreement in
accordance with the terms of this Amendment No. 1.

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

                               A G R E E M E N T
                               -----------------

          SECTION 1. Amendment.  Effective as of the date hereof, the parties
                     ---------                                               
agree that the Management Subscription Agreement shall be amended as follows:

          (a) Exhibit 1 to the Management Subscription Agreement shall be
deleted in its entirety and replaced with Exhibit 1 attached hereto.
                                          ---------                 

          (b) Section 8(e) shall be amended by replacing the words "or (b) an
initial public offering of any shares of Stock." with the words "or (b) a public
offering of Common Stock of the Company
<PAGE>
 
with net proceeds to the Company of at least $50 million pursuant to a firm
commitment underwriting."

     (c)  A new Section 8(g) shall be inserted as follows:

     "(g)   Conversions, Stock Splits.  All repurchases pursuant to this Section
            -------------------------                                    -------
     8 shall apply to shares of capital stock referenced in this Section 8 as
     -                                                           ---------   
     well as any shares of capital stock held by such Stockholders as a result
     of an exchange, conversion, recapitalization, stock split, reverse
     stocksplit or other similar reclassification of the capital stock of the
     Company."

     (d)  Section 10(c) shall be amended by replacing the dollar amount "$100"
with the dollar amount "$0.11584."

     (e) Section 10 shall be amended by adding the following definition for
common stock in the appropriate alphabetical order and by revising the
subsection numbers of the definition section accordingly:

          "(c) "Common Stock" for purposes of Section 8 of this Agreement only,
                ------------                  ---------                        
     shall mean Class D Common Stock of the Company and any shares of Common
     Stock received in connection with a conversion or exchange of Class D
     Common Stock or other securities into Common Stock of the Company."
 
     SECTION 2.  Effect of this Amendment No. 1 on the Other Terms of the
                 --------------------------------------------------------
Management Consulting Agreement.  Except as expressly amended and modified
-------------------------------                                           
herein, all other terms of each of the Management Subscription Agreement shall
remain in full force and effect as originally made and entered into by the
parties thereto.

     SECTION 3.  Governing Law.  This Amendment No. 1 shall be governed by and
                 -------------                                                
construed in accordance with the laws of the State of Delaware (excluding
provisions relating to choice of law).

     SECTION 4.  Necessary Documents.  The parties hereto agree to execute or
                 -------------------                                         
cause to be executed at any time, any and all other documents or instruments
necessary to carry out the terms of this Agreement.

     SECTION 5.  Counterparts.  This Amendment No. 1 may be executed in any
                 ------------                                              
number of counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument, and all
signatures need not appear on any one counterpart.

                                      -2-
<PAGE>
 
          IN WITNESS WHEREOF, each of the undersigned has signed this Agreement:


                              AMERIKING, INC.


                              By ___________________________________
                                 Name:
                                 Title:


                              STOCKHOLDERS:

                              Tabor Restaurants Associates, Inc.


                              By ___________________________________
                                 Name:
                                 Title:


                              Jaro Enterprises, Inc.


                              By ___________________________________
                                 Name:
                                 Title:


                              Jaro Restaurants, Inc.


                              By ___________________________________
                                 Name:
                                 Title:
 

                              JB Restaurants, Inc.


                              By ___________________________________
                                 Name:
                                 Title:

                                      -3-
<PAGE>
 
                              Castleking, Inc.


                              By ___________________________________
                                 Name:
                                 Title:


                              White-Osborn Restaurants, Inc.


                              By ___________________________________
                                 Name:
                                 Title:


                              Osburger, Inc.


                              By ___________________________________
                                 Name:
                                 Title:


 
                              ______________________________________
                              Lawrence Jaro


 
                              ______________________________________
                              William Osborn


 
                              ______________________________________
                              Gary Hubert


 
                              ______________________________________
                              Joel Aaseby


 
                              ______________________________________
                              Donald Stahurski

 

                              ______________________________________
                              Scott Vasatka

                                      -4-
<PAGE>
 
<TABLE> 
<CAPTION> 

                                                                                                       Subordinated  
                                                                                                           Notes     
                                                         No. of Shares                                     (All           Value     

                                  No. of Shares          of Class A\\2\\      No. of Shares of Class B  Restaurant          of      

Name                             of Common Stock         Preferred Stock          Preferred Stock       Securities)   Consideration 

---------------------------  -----------------------  ----------------------  -----------------------  -------------  ------------- 

                               Set 1       Set 2        Set 1       Set 2        Set 1       Set 2     
                             Securities  Securities   Securities  Securities  Securities   Securities  
                             ----------  -----------  ----------  ----------  -----------  ----------  
<S>                          <C>         <C>          <C>         <C>         <C>          <C>         <C>            <C>
Tabor Restaurants                     -        7,019           -       87.00            -       29.00             -    $  116,813.13

  Associates, Inc.(1)
Jaro Restaurants                      -       14,786           -      187.50            -       62.50    $  112,000    $  363,712.84

 Associates, Inc.(2)
Jaro Enterprises, Inc.(3)             -       38,301           -       90.00            -       30.00    $1,224,000    $1,348,436.69

JB Restaurants, Inc.(4)               -      106,842           -      550.50            -      183.50    $2,019,000    $2,765,376.34

Castleking, Inc.(5)                   -       23,201           -      187.50            -       62.50    $  385,769    $  638,456.63

White-Osborn Restaurants,             -       28,802           -       97.50            -       32.50    $  659,231    $  792,567.37

 Inc.(6)
Lawrence Jaro                    29,101            -           -           -            -           -             -    $    3,371.00

William Osborn                   29,101            -           -           -            -           -             -    $    3,371.00

Gary Hubert                      29,101            -           -           -            -           -             -    $    3,371.00

Joel Aaseby                       9,703            -           -           -            -           -             -         1,124.00

Total                            97,006      218,951           0        1200            0         400    $4,400,000    $6,036,600.00

</TABLE>

                                    OPTIONS
                                    -------


Don Stahurski            Options to purchase 4,851 shares of Common Stock
Scott Vasatka            Options to purchase 4,851 shares of Common Stock

1.   Lawrence Jaro owns 100% of the common stock of Tabor Restaurants
     Associates, Inc.  All of the Set 2 Securities received by Tabor Restaurants
     Associates, Inc. will be subject to the repurchase provisions of Section 8.
2.   Lawrence Jaro owns 100% of the common stock of Jaro Restaurants Associates,
     Inc.  All of the Set 2 Securities received by Jaro Restaurants Associates,
     Inc. will be subject to the repurchase provisions of Section 8.
3.   Lawrence Jaro owns 100% of the common stock of Jaro Enterprises, Inc.  All
     of the Set 2 Securities received by Jaro Enterprises, Inc. shall be subject
     to the repurchase provisions of Section 8.
4.   Lawrence Jaro owns 75% of the common stock of JB Restaurants, Inc.
     Seventh-five percent (75%) of the Set 2 Securities received by JB
     Restaurants, Inc. shall be subject to the repurchase provisions of Section
     8.
5.   William Osborn owns 75% of the common stock of Castleking, Inc.  Seventy-
     five percent (75%) of the Set 2 Securities received Castleking, Inc. will
     be subject to the repurchase provisions of Section 8.
6.   William Osborn owns 65% of the common stock of White-Osborn Restaurants,
     Inc.  Sixty-five percent (65%) of the Set 2 Securities received White-
     Osborn, Inc. will be subject to the repurchase provisions of Section 8.