STOCK PURCHASE AGREEMENT

                                  By and Among

                          Casual Dining Ventures, Inc.

                                       and

                            DAKA International, Inc.

                                       and

                                 Edgebrook, Inc.









                           Dated as of March 31, 1996








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                                TABLE OF CONTENTS

ARTICLE I.  PURCHASE AND SALE OF SHARES
         Section 1.01.  Plan; Purchase and Sale of the Shares
         Section 1.02.  Consideration
         Section 1.03.  Adjustments to Consideration
         Section 1.04.     General Releases
         Section 1.05.  Closing
         Section 1.06.  Deliveries at Closing
         Section 1.07.  Actions Subsequent to Closing

ARTICLE II.  REPRESENTATION AND WARRANTIES OF EDGEBROOK
         Section 2.01.  Making of Representations and Warranties
         Section 2.02.  Ownership of Capital Stock; Related Rights
         Section 2.03.  Authority of Edgebrook
         Section 2.04.  Investment Representations
         Section 2.05.  General Release Representations
         Section 2.06.  Information Supplied to the Company
         Section 2.07.  Investment Banking; Brokerage

ARTICLE III.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
         Section 3.01.  Making of Representations and Warranties
         Section 3.02.  Organization and Corporate Power
         Section 3.03.  Authority
         Section 3.04.  Investment Banking; Brokerage
         Section 3.05.  DAKA Common Stock
         Section 3.06.     Investment Representation

ARTICLE IV.  COVENANTS
         Section 4.01.     Sale of Shares; Acquisition Proposals
         Section 4.02.  Consents and Approvals
         Section 4.03.  Breach of Representations and Warranties
         Section 4.04.  Confidentiality
         Section 4.05.  Non-Hire of ADC Employees

ARTICLE V.  CONDITIONS
         Section 5.01.  Conditions to the Obligations of the Company
         Section 5.02.  Conditions to the Obligations of Edgebrook



                                       (i)

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ARTICLE VI.  TERMINATION OF AGREEMENT
         Section 6.01.  Termination
         Section 6.02.  Effect of Termination
         Section 6.03.  Right to Proceed

ARTICLE VII.  SURVIVAL; INDEMNIFICATION
         Section 7.01.   Survival of Representations, Warranties, Etc.
         Section 7.02.  Indemnification by Edgebrook
         Section 7.03.  Limitations on Indemnification by Edgebrook
         Section 7.04.  Indemnification by the Company
         Section 7.05.     No Limitation of Rights
         Section 7.06.  Notice; Defense of Claims

ARTICLE VIII.  REGISTRATION RIGHTS
         Section 8.01.  Definitions
         Section 8.02.     Resale Registration
         Section 8.03.     Registration Procedures
         Section 8.04.     Registration Expenses
         Section 8.05.     Indemnification and Contribution
         Section 8.06.     Restrictions on Sale
         Section 8.07.     Transfer of Registration Rights

ARTICLE IX.  MISCELLANEOUS
         Section 9.01.  Law Governing
         Section 9.02.  Notices
         Section 9.03.  Prior Agreements Superseded
         Section 9.04.  Assignability
         Section 9.05.  Fees and Expenses
         Section 9.06.  Publicity and Disclosures
         Section 9.07.  Captions
         Section 9.08.  Execution in Counterparts
         Section 9.09.  Certain Remedies; Severability
         Section 9.10.  Amendments; Waivers



                                      (ii)

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                            STOCK PURCHASE AGREEMENT


         This Stock Purchase  Agreement (the "Agreement") is made as of the 31st
day  of  March,  1996,  by  and  among  DAKA  International,  Inc.,  a  Delaware
corporation ("DAKA"), Casual Dining Ventures, Inc., a Delaware corporation and a
wholly-owned  subsidiary  of DAKA  ("CDVI"),  and  Edgebrook,  Inc., a Minnesota
corporation  ("Edgebrook")  and a  stockholder  of  Americana  Dining  Corp.,  a
Delaware corporation ("ADC").  DAKA and CDVI are referred to herein collectively
as the "Company."


                               W I T N E S S E T H

         WHEREAS, Edgebrook is the record and beneficial owner of 505,000 shares
of common stock, par value $.01 per share, of ADC ("ADC Common Stock"); and

         WHEREAS,  the  shares of ADC Common  Stock  owned  beneficially  and of
record by Edgebrook are  hereinafter  referred to  collectively as the "Shares;"
and

         WHEREAS, CDVI is the record and beneficial owner of 2,295,000 shares of
ADC Common Stock and of 466,667  shares of preferred  stock,  par value $.01 per
share,  of ADC and DAKA is the  record  and  beneficial  owner of all issued and
outstanding shares of capital stock of CDVI; and

         WHEREAS,  Edgebrook  desires to  transfer  to CDVI all of the Shares in
exchange for shares of the common stock,  par value $.01 per share, of DAKA (the
"DAKA Common Stock") to be issued by DAKA to CDVI and immediately transferred by
CDVI to Edgebrook  and CDVI desires to acquire from  Edgebrook all of the Shares
in exchange for such shares of DAKA Common Stock in an arrangement qualifying as
a  reorganization  under the provisions of Section  368(a)(1)(B) of the Internal
Revenue Code of 1986, as amended (the "Code"),  whereby,  after giving effect to
such transactions,  CDVI will own beneficially and of record in excess of 80% of
the  issued  and  outstanding  shares  of ADC  Common  Stock,  on the  terms and
conditions hereinafter set forth;

<PAGE>

         NOW  THEREFORE,  in  consideration  of the  foregoing  and  the  mutual
covenants and  agreements  hereinafter  set forth,  the parties  hereto agree as
follows:


ARTICLE I.  PURCHASE AND SALE OF SHARES.

         Section 1.01. Plan; Purchase and Sale of the Shares. CDVI and Edgebrook
hereby  adopt a plan of  reorganization  pursuant to the  provisions  of Section
368(a)(1)(B)  of the  Code.  The  terms and  conditions  governing  this plan of
reorganization are hereinafter set forth. Subject to the terms and conditions of
this Agreement and in reliance on the representations,  warranties and covenants
herein set forth,  CDVI hereby agrees to purchase from Edgebrook,  and Edgebrook
hereby  agrees to sell and  deliver  to CDVI,  at the  Closing  (as  hereinafter
defined in Section 1.05 hereof), the Shares free and clear of any and all liens,
claims, options, charges, encumbrances or rights of any nature ("Claims").

         Section  1.02.  Consideration.  Subject to the terms and  conditions of
this Agreement and in reliance on the representations,  warranties and covenants
set forth herein,  and in consideration of the sale and delivery by Edgebrook of
the Shares, CDVI hereby agrees to issue to Edgebrook .18182 of one share of DAKA
Common  Stock,  for each Share of ADC Common  Stock sold and  delivered to CDVI,
subject  to  possible  adjustment,  as  provided  in  Section  1.03  hereof.  No
fractional shares will be issued by CDVI to Edgebrook. Instead, the total number
of shares of DAKA Common Stock to be issued to Edgebrook  (regardless of whether
Edgebrook's Shares are represented by a single or multiple certificates) will be
rounded up or down to the nearest  number of whole  shares of DAKA Common  Stock
(or in the case of .5, to the next higher  whole  number).  Reference is made to
the  representations  and  warranties  of  Edgebrook  set forth in Section  2.04
hereof, including, without limitation, the acknowledgment and understanding that
(a) the DAKA  Common  Stock to be issued  to  Edgebrook  hereunder  has not been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
or any  state  securities  laws,  (b) the  DAKA  Common  Stock to be  issued  to
Edgebrook  hereunder  will  be  subject  to  transfer   restrictions  under  the
Securities Act and applicable  state  securities laws and may not be transferred
unless (x) it is subsequently registered under the Securities Act and applicable
state  securities  laws or (y) there is  delivered to DAKA an opinion of counsel
satisfactory to DAKA that such  registration is not required,  and (c) DAKA will
place  a  restrictive  legend  to the  foregoing  effect  on the  certificate(s)
representing the DAKA Common Stock to be issued to Edgebrook hereunder.

         Section 1.03.  Adjustments to  Consideration.  In the event that (a) on
the Closing Date (as such term is  hereinafter  defined),  the Closing Price (as
such term is  hereinafter  defined) of a share of DAKA Common Stock is less than
$21.00 per share and (b) Edgebrook  elects to terminate this Agreement  pursuant
to  Section  6.01(e)  hereof,  then CDVI will  have the  right to  rescind  such
termination by adjusting the consideration  for the Shares as follows,  in which
case  Edgebrook  will be  obligated to proceed with the sale and delivery of the
Shares:  in  consideration  for  each  Share of ADC  Common  Stock to be sold by
Edgebrook,  CDVI will  deliver a  fraction  of one  share of DAKA  Common  Stock
(determined to the nearest one-tenth of one-thousandth of a share) calculated by
multiplying  (i) .18182 by (ii) the  quotient  of (x) $21.00  divided by (y) the
Closing Price.  For purposes of this  Agreement,  the term "Closing Price" shall
mean the average per share  closing  sale price of DAKA Common Stock as reported
on the Nasdaq  National  Market over the twenty (20)  trading  days  immediately
preceding the second trading day prior to the Closing Date.  Notwithstanding the
foregoing,  if  between  the date of this  Agreement  and the  Closing  Date the
outstanding  shares of DAKA Common  Stock or ADC Common Stock are changed into a
different  number of shares or a  different  class or  series,  by reason of any
stock  dividend,   subdivision,   reclassification,   recapitalization,   split,
combination or exchange of shares,  the  consideration  described above shall be
correspondingly  and  proportionately  adjusted to reflect such stock  dividend,
subdivision, reclassification,  recapitalization, split, combination or exchange
of shares.

                                                        

<PAGE>




         Section 1.04.     General Releases.

                  (a) Edgebrook, by executing and delivering this Agreement, and
in consideration of the covenants and agreements of the Company contained herein
and other good and valuable consideration hereby:

(i)  releases and discharges ADC, DAKA, and their respective subsidiaries,  each
     of the present and former stockholders,  directors, officers, employees and
     agents of ADC, DAKA, and their respective  subsidiaries,  affiliates of any
     of the  foregoing  and their  respective  successors  and  assigns  (each a
     "Released Party") of and from any and all commitments, indebtedness, suits,
     demands, claims,  obligations and liabilities,  contingent or otherwise, of
     every kind and  nature,  including  claims and causes of action both at law
     and in equity,  which Edgebrook  and/or its successors,  administrators  or
     assigns ever had, now has or, to the extent  arising from or in  connection
     with any act,  omission  or state of facts taken or existing on or prior to
     the date  hereof  and the  Closing  Date,  may have  after the date  hereof
     against  any  Released  Party,  whether  asserted,  unasserted,   absolute,
     contingent, known or unknown, other than claims or causes of action arising
     under  or  pursuant  to this  Agreement,  and  each  document  executed  in
     connection   herewith,    including,   without   limitation,    rights   to
     indemnification under Article VII of this Agreement; and

(ii) waives  any rights  Edgebrook  may have  under  that  certain  Shareholders
     Agreement dated as of March 28, 1994, by and among ADC and the stockholders
     of ADC (the "Shareholders Agreement"),  including,  without limitation, any
     rights of first refusal and any rights of pro rata participation.

                  (b)  The  foregoing  release  shall  be  fully  effective  and
unconditional  upon  execution  and delivery of this  Agreement and shall not be
affected by  termination  of this  Agreement  other than (i)  termination by the
Company in breach of the  provisions of Section 6.01 hereof or (ii)  termination
by Edgebrook pursuant to Section 6.01(d) hereof.

         Section  1.05.  Closing.  The sale and  delivery  and the  purchase and
acceptance of the Shares (the "Closing")  shall take place at the offices of the
Company  on the day on which  all of the  conditions  to  Closing  set  forth in
Article V (other than  conditions  to be satisfied at the Closing which shall be
satisfied  or  waived  as of the  Closing)  have  been  satisfied  or  waived in
accordance  with the  terms  hereof,  such day being  referred  to herein as the
Closing Date.

<PAGE>

         Section  1.06.  Deliveries at Closing.  At the Closing,  (a) DAKA shall
issue to CDVI the number of shares of DAKA Common  Stock to be delivered by CDVI
to Edgebrook  hereunder in consideration of the Shares and CDVI shall execute in
favor of and deliver to DAKA a promissory note in an original  principal  amount
equal to the  product of (x) the Closing  Price on the Closing  Date by (y) such
number of shares of DAKA Common Stock; (b) Edgebrook shall deliver a certificate
or  certificates  representing  all Shares owned  beneficially  and of record by
Edgebrook,  together  with stock powers (or the  equivalent)  duly executed in 3
blank and such other  documents  as may be required to transfer to CDVI good and
valid  title to such  Shares  free and clear of all  Claims  and (c) CDVI  shall
deliver to Edgebrook a certificate or certificates  representing the appropriate
number of shares of DAKA Common  Stock  bearing  the legend  provided in Section
2.04(d) hereof issued in the name of Edgebrook. All transfer,  excise or similar
taxes arising out of the sale or delivery of the Shares to CDVI shall be paid by
the Edgebrook.

         Section 1.07. Actions Subsequent to Closing.  Edgebrook and the Company
after the Closing,  and without further  consideration,  shall from time to time
execute  and  deliver  or  cause  to be  executed  and  delivered  such  further
instruments of transfer, assignments, consents or documents as may be reasonably
necessary or appropriate to carry out the intent and purposes hereof.


ARTICLE II.  REPRESENTATION AND WARRANTIES OF EDGEBROOK.

         Section 2.01. Making of Representations  and Warranties.  As a material
inducement to the Company to enter into this  Agreement  and to  consummate  the
transactions   contemplated   hereby,   Edgebrook   makes  to  the  Company  the
representations and warranties contained in this Article II.

         Section 2.02.  Ownership of Capital Stock; Related Rights.

                  (a)  Edgebrook  owns  beneficially  and of  record  all of the
Shares set forth in the preamble hereof. Upon delivery to CDVI at the Closing of
the certificates  representing the Shares duly endorsed in blank for transfer or
with stock  powers  attached  duly  executed in blank,  against  delivery of the
consideration  therefor  described in Article I hereof,  good and valid title to
the Shares shall be transferred to CDVI, free and clear of any and all Claims.

                  (b) Except for the  Shareholders  Agreement,  Edgebrook has no
outstanding   subscriptions,   options,   warrants,   commitments,   agreements,
arrangements or commitments of any kind for or relating to the issuance, or sale
of, or outstanding  securities  convertible into or exchangeable for, any shares
of capital  stock of any class or other equity  interests of ADC; (b)  Edgebrook
has no preemptive right,  right of first refusal or similar right to acquire the
Shares  or any other  shares  of  capital  stock of ADC in  connection  with the
transactions  contemplated  by this  Agreement  or  otherwise;  (c) there are no
restrictions on the transfer of the Shares, other than those imposed by relevant
state and federal  securities  or insurance  laws;  (d) ADC has no obligation to
purchase,  redeem or otherwise  acquire any of the Shares or to pay any dividend
or make any other  distribution in respect thereto;  and (e) there are no voting
trusts or proxies relating to any of the Shares.

                                                       

<PAGE>


         Section 2.03.  Authority of Edgebrook.

                  (a) Edgebrook has full  authority and power to enter into this
Agreement  and each  agreement,  document  and  instrument  to be  executed  and
delivered by or on behalf of Edgebrook  pursuant to or as  contemplated  by this
Agreement  and to carry out the  transactions  contemplated  hereby and thereby.
This  Agreement and each  agreement,  document and instrument to be executed and
delivered  by  Edgebrook  or pursuant to or as  contemplated  by this  Agreement
constitute,  or when executed and delivered by Edgebrook will constitute,  valid
and binding  obligations  of  Edgebrook  enforceable  in  accordance  with their
respective terms, subject to applicable bankruptcy, insolvency,  reorganization,
moratorium  and other laws  applicable to creditors'  rights and remedies and to
the exercise of judicial  discretion  in accordance  with general  principles of
equity.

                   (b) The execution,  delivery and  performance by Edgebrook of
this Agreement and each such agreement, document and instrument:

(i)  do not and will not  violate  any  provision  of the charter or by- laws or
     governing partnership  agreement or other organizational  document, if any,
     of  Edgebrook;  

(ii) do not and will not violate any laws,  rules or  regulations  of the United
     States or any  state or other  jurisdiction  applicable  to  Edgebrook,  or
     require Edgebrook to obtain any approval,  consent or waiver of, or to make
     any filing with, any person  (governmental  or otherwise) that has not been
     obtained or made; and

(iii)do not and will not  result in a breach  of,  constitute  a default  under,
     accelerate any  obligation  under or give rise to a right of termination of
     any indenture or loan or credit agreement or any other agreement, contract,
     instrument,  mortgage,  lien, lease,  permit,  authorization,  order, writ,
     judgment,  injunction,  decree, determination or arbitration award to which
     Edgebrook  is a party or by which the  property  of  Edgebrook  is bound or
     affected, or result in the creation or imposition of any mortgage,  pledge,
     lien, security interest or other charge or encumbrance on the Shares or any
     other asset or property of Edgebrook.

         Section 2.04.  Investment Representations.

                  (a)  Edgebrook is acquiring the shares of DAKA Common Stock to
be issued to it hereunder in exchange for its Shares for Edgebrook's own account
for  investment  only  and not  with a view  to,  or with  any  intention  of, a
distribution  or  resale  thereof,  in  whole or in part,  in  violation  of the
Securities  Act or any rule or  regulation  thereunder,  as amended from time to
time.

                   (b) Edgebrook  (i) is not directly or  indirectly  controlled
by, or acting on behalf of any person which is, an "investment  company"  within
the  meaning of the  Investment  Company Act of 1940,  as  amended,  required to
register as such under such Act or (ii) was not formed solely for the purpose of
acquiring the DAKA Common Stock to be issued to it hereunder.

<PAGE>

                  (c)  Edgebrook  (i)  has  carefully  reviewed  the  disclosure
information provided by the Company;  (ii) has requested and received such other
information,  as it has deemed  relevant,  regarding the Company for purposes of
evaluating  its  acquisition  of  the  DAKA  Common  Stock  to be  issued  to it
hereunder; (iii) is aware of the risks associated with an investment in the DAKA
Common  Stock;  and (iv) has not  received any form of general  solicitation  or
advertising in connection  with its decision to acquire the DAKA Common Stock to
be  issued  to it  hereunder.  Edgebrook  has  not  relied  in  any  way  on any
information with respect to the DAKA Common Stock or the Company generally other
than the  representations of the Company contained herein or materials furnished
by the Company in writing in connection herewith.

                  (d) Edgebrook  acknowledges  and understands that (i) the DAKA
Common  Stock to be issued to it  hereunder  has not been  registered  under the
Securities Act, or any state  securities  laws; (ii) the DAKA Common Stock to be
issued to it  hereunder  will be  subject  to  transfer  restrictions  under the
Securities Act and applicable  state  securities laws and may not be transferred
unless (x) it is subsequently registered under the Securities Act and applicable
state  securities  laws or (y) there is  delivered to DAKA an opinion of counsel
satisfactory to DAKA that such registration is not required; and (iii) DAKA will
place a restrictive  legend on the  certificate(s)  representing the DAKA Common
Stock to be issued to Edgebrook hereunder, containing the following language:

                  "The  shares  represented  by  this  Certificate  were  issued
                  without  registration  under the  Securities  Act of 1933,  as
                  amended (the "Act") and without  registration under applicable
                  state securities  laws, in reliance upon exemptions  contained
                  in the Act and such laws.  No transfer of these  shares or any
                  interest  therein  may be made except  pursuant  to  effective
                  registration   statements   under   said  laws   unless   this
                  Corporation has received an opinion of counsel satisfactory to
                  it  that  such  transfer  or  disposition   does  not  require
                  registration under said laws and, for any sales under Rule 144
                  of the Act, such  evidence as it shall request for  compliance
                  with that rule."

                   (e) Edgebrook  (i) is able to bear the economic  risks of the
acquisition  of shares of DAKA Common Stock  hereunder and has adequate means of
providing  for current  needs and possible  contingencies;  (ii) either alone or
with its advisors has had the  opportunity to ask questions and receive  answers
concerning the Company and the terms and  conditions of the  acquisition of DAKA
Common Stock in exchange for the Shares,  as well as the  opportunity  to obtain
any  additional  information  necessary  to verify the  accuracy of  information
furnished in  connection  therewith  which the Company  possesses or can acquire
without unreasonable effort or expense; and (iii) together with its advisors, if
any, has such  knowledge and  experience in financial and business  matters that
Edgebrook is capable of evaluating  the merits and risks of this  acquisition of
DAKA  Common  Stock in  exchange  for the  Shares,  and of  making  an  informed
investment  decision,  and has relied solely upon the advice of its own counsel,
accountant and other  advisors,  with regard to the legal,  investment,  tax and
other considerations regarding such acquisition.

<PAGE>

         Section  2.05.  General  Release  Representations.  With respect to the
general release of the Released  Parties,  as defined in Section 1.04 hereof, by
Edgebrook (a) Edgebrook has not assigned any claim or possible claim against any
Released  Party,  (b) Edgebrook  fully intends to release all claims against the
Released Parties including,  without limitation,  known,  unknown and contingent
claims  (other than those  specifically  reserved in Section 1.04  hereof),  and
(iii)  Edgebrook has consulted with counsel with respect to the general  release
set forth in Section 1.04 hereof and has been fully apprised of the consequences
thereof.

         Section  2.06.  Information  Supplied  to the  Company.  To the best of
Edgebrook's  knowledge,  neither this Agreement,  nor any certificate  furnished
pursuant to or in  connection  with this  Agreement by or on behalf of Edgebrook
contains any untrue  statement  of a material  fact or omits to state a material
fact necessary in order to make the statements  contained therein not misleading
in the light of the circumstances under which they were made.

         Section 2.07.  Investment Banking;  Brokerage.  There are no claims for
investment  banking  fees,  brokerage  commissions,  finder's  fees  or  similar
compensation  (exclusive of  professional  fees of lawyers and  accountants)  in
connection  with the  transactions  contemplated  by this Agreement based on any
arrangement or agreement made by or on behalf of Edgebrook.


ARTICLE III.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         Section 3.01. Making of Representations  and Warranties.  As a material
inducement  to  Edgebrook to enter into this  Agreement  and to  consummate  the
transactions   contemplated   hereby,   the  Company  hereby  makes  to  it  the
representations and warranties contained in this Article III.

         Section 3.02.  Organization and Corporate Power.  Each of DAKA and CDVI
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware with full corporate  power and authority to own or
lease its properties and to conduct its business in the manner and in the places
where such  properties  are owned or leased or such business is conducted and to
enter into this  Agreement  and each  agreement,  document and  instrument to be
executed and delivered by it pursuant to or as  contemplated  by this  Agreement
and to carry out the transactions contemplated hereby and thereby.

                                                        
<PAGE>


         Section 3.03.  Authority.  The execution,  delivery and  performance of
this  Agreement and each  agreement,  document and instrument to be executed and
delivered by the Company pursuant to this Agreement have been duly authorized by
all necessary corporate action of the Company,  and no other corporate action on
the part of the Company is required in connection therewith.  This Agreement and
each such agreement,  document and instrument constitutes,  or when executed and
delivered by the Company will constitute,  valid and binding  obligations of the
Company  enforceable in accordance with their  respective  terms. The execution,
delivery  and  performance  by the  Company  of this  Agreement  and  each  such
agreement, document and instrument:

                   (a) do  not  and  will  not  violate  any  provisions  of the
certificate of incorporation or by-laws of DAKA or CDVI;

                  (b) do not and will not result in any violation by the Company
of any laws,  rules or  regulations  of the United  States or any state or other
jurisdiction applicable to the Company or any of its affiliates,  or require the
Company or any of its  affiliates to obtain any approval,  consent or waiver of,
or to make any filing of any notice with, any person (governmental or otherwise)
that has not been obtained or made; and

                  (c) do not and will not  result in a breach of,  constitute  a
default  under,  accelerate  any  obligation  under  or give  rise to a right of
termination of any indenture or loan or credit agreement or any other agreement,
contract, instrument, mortgage, lien, order, writ, judgment, injunction, decree,
determination  or arbitration  award to which the Company is a party or by which
the property of the Company is bound or  affected,  or result in the creation or
imposition of any mortgage,  pledge,  lien, security interest or other charge or
encumbrance  on any  property  or asset  owned by the  Company  except  for such
occurrence  that would not have a  material  adverse  effect on the  properties,
business, condition (financial or otherwise), or prospects of the Company.

         Section 3.04.  Investment Banking;  Brokerage.  There are no claims for
investment  banking  fees,  brokerage  commissions,  finder's  fees  or  similar
compensation  (exclusive of  professional  fees of lawyers and  accountants)  in
connection  with the  transactions  contemplated  by this Agreement based on any
arrangement or agreement made by or on behalf of ADC or the Company.

         Section  3.05.  DAKA Common  Stock.  The DAKA Common Stock to be issued
hereunder in exchange for the Shares shall,  when issued in accordance with this
Agreement, be validly issued, fully paid and non-assessable.

         Section 3.06. Investment Representation. All Shares of ADC Common Stock
being  acquired by CDVI under the terms of this  Agreement are being acquired by
CDVI for investment  for its own account  without a view to, and not for sale in
connection with, any distribution of the ADC Common Stock.

<PAGE>

ARTICLE IV.  COVENANTS.

         Section 4.01. Sale of Shares;  Acquisition Proposals.  Unless and until
this  Agreement  is  terminated  in  accordance  with its terms for any  reason,
Edgebrook shall not directly or indirectly exchange,  deliver,  assign,  pledge,
encumber or otherwise  transfer or dispose of any Shares  (including  options in
respect thereof) owned  beneficially and of record, nor shall Edgebrook directly
or  indirectly  grant  any right of any kind to  acquire,  dispose  of,  vote or
otherwise  control in any manner any Shares.  Unless and until this Agreement is
terminated in  accordance  with its terms,  neither  Edgebrook nor any director,
officer, employee or agent of Edgebrook shall, directly or indirectly,  (a) take
any action to solicit,  initiate  submission of or encourage proposals or offers
from any person relating to any acquisition or purchase of all or any portion of
the Shares or all or (other than in the ordinary  course of business  consistent
with past  practice)  any portion of any assets of, or any equity  interest  in,
Edgebrook or ADC, any merger or business  combination  with Edgebrook or ADC, or
any other  acquisition,  transaction  or  financing or joint  venture  involving
Edgebrook  or  ADC  (an   "Acquisition   Proposal"),   (b)  participate  in  any
negotiations  regarding an  Acquisition  Proposal with any person other than the
Company and its affiliates and representatives, (c) furnish any information with
respect to or afford access to the properties,  books or records of Edgebrook or
ADC to any person who may  consider  making or has made an offer with respect to
an  Acquisition   Proposal  other  than  the  Company  and  its  affiliates  and
representatives,  or (d)  otherwise  cooperate  in any way  with,  or  assist or
participate  in,  facilitate or  encourage,  any effort or attempt by any person
other than the Company and its affiliates and  representatives to do or seek any
of the foregoing.  Edgebrook  shall promptly  notify the Company upon receipt of
any offer or  indication  that any  person is  considering  making an offer with
respect to an Acquisition  Proposal or any request for  information  relative to
ADC, and will keep the Company  fully  informed of the status and details of any
such offer, indication or request.

         Section 4.02.  Consents and Approvals.

                  (a)  Edgebrook   will  use  its  best  efforts  to  cause  all
conditions to the  obligations  of the parties  hereunder to be satisfied and to
obtain or cause to be obtained prior to the Closing Date all necessary  consents
and  approvals  to the  performance  of its  obligations  under this  Agreement.
Edgebrook  will  cooperate in all  respects  with the Company with a view toward
obtaining timely satisfaction of the conditions to the Closing set forth herein.

                  (b) The  Company  will  use its  best  efforts  to  cause  all
conditions to the  obligations  of the parties  hereunder to be satisfied and to
obtain or cause to be obtained prior to the Closing Date all necessary  consents
and approvals to the  performance  of the  obligations of the Company under this
Agreement. The Company will cooperate in all respects with Edgebrook with a view
toward obtaining timely  satisfaction of the conditions to the Closing set forth
herein.

         Section 4.03. Breach of Representations  and Warranties.  Promptly upon
Edgebrook  becoming  aware  of  any  breach,  or  the  impending  or  threatened
occurrence of any event which would cause or constitute a breach,  or would have
caused or  constituted  a breach had such event  occurred or been known prior to
the date hereof, of any of its  representations  and warranties  contained in or
referred to in this  Agreement and made as of the date hereof,  Edgebrook  shall
give  detailed  written  notice  thereof to the  Company  and shall use its best
efforts to prevent or promptly remedy the same.

<PAGE>

         Section 4.04. Confidentiality. In the course of Edgebrook's involvement
with ADC as stockholders  or employees or otherwise,  Edgebrook has had, and may
from time to time after the date hereof have,  access to  confidential  records,
data, customer lists, trade secrets and similar  confidential  information owned
or used by ADC in the course of its business (the  "Confidential  Information").
Accordingly, Edgebrook agrees (a) to hold the Confidential Information in strict
confidence,  (b) not to disclose Confidential Information to any person, and (c)
not to use, directly or indirectly,  any of the Confidential Information for any
competitive or commercial purpose;  provided,  however, that the limitations set
forth above shall not apply to any  Confidential  Information  which (i) is then
generally  known to the public  other than by reason of a breach of this Section
4.04; or (ii) is disclosed in  accordance  with an order of a court of competent
jurisdiction  or  applicable  law.  Upon  request  by  the  Company,  all  data,
memoranda,  customer  lists,  notes,  programs and other  papers and items,  and
reproductions   thereof  relating  to  the  foregoing   matters  in  Edgebrook's
possession or control shall be returned to the Company or ADC.

         Section 4.05. Non-Hire of ADC Employees. Until March 1, 1997, Edgebrook
shall  not hire or  attempt  to hire any  officer  or other  employee  of ADC or
encourage  any officer or other  employee to terminate  his or her  relationship
with ADC.


ARTICLE V.  CONDITIONS.

         Section  5.01.  Conditions  to  the  Obligations  of the  Company.  The
obligation of the Company to consummate the  transactions  contemplated  by this
Agreement  are subject to the  fulfillment,  prior to or at the Closing,  of the
following additional conditions precedent:

                  (a)  Representations;   Warranties;  Covenants.  Each  of  the
representations  and  warranties of Edgebrook  made  pursuant to this  Agreement
shall be true and  correct in all  material  respects  on and as of the  Closing
Date,  with  the same  effect  as  though  made on and as of the  Closing  Date;
Edgebrook shall, on or before the Closing Date, have performed and satisfied all
of their  covenants and agreements set forth herein,  which by the terms hereof,
are to be performed and  satisfied on or before the Closing Date;  and Edgebrook
shall have delivered to the Company certificates executed as of the Closing Date
certifying to the foregoing effect.

                   (b) Other  Documents.  On the Closing Date, the Company shall
have received such other certificates and documents with respect to Edgebrook as
counsel  for the  Company  shall  have  reasonably  requested  at least  two (2)
business days prior to the Closing Date.

<PAGE>

                  (c) No Actions or  Proceedings.  No action or proceeding by or
before any court,  administrative  body or  governmental  agency shall have been
instituted  or threatened by or on behalf of Edgebrook or which seeks to enjoin,
restrain or prohibit,  or might  result in money  damages to any party hereto in
respect of, this  Agreement or the  complete  consummation  of the  transactions
contemplated  by this  Agreement,  or which  otherwise  would in the  reasonable
judgment of the Company make it inadvisable to consummate such transactions.  No
law or regulation  shall be in effect and no court order shall have been entered
in any action or proceeding instituted by any party which enjoins,  restrains or
prohibits  this  Agreement  or the  complete  consummation  of the  transactions
contemplated by this Agreement.

                  (d) Company  Approvals  and  Consents.  The Company shall have
made all filings with and notifications of governmental authorities,  regulatory
agencies and other  entities  required to be made by it in  connection  with the
execution  and  delivery  of this  Agreement  and the  performance  by it of the
transactions  contemplated  hereby; the Company shall have received all required
authorizations,  waivers, consents and permits to permit the consummation of the
transactions  contemplated by this Agreement,  in form and substance  reasonably
satisfactory to the Company, from all third parties.

                  (e) Deliveries. Edgebrook shall have delivered or entered into
the documents and instruments  contemplated by this Agreement,  in each case, in
form and substance satisfactory to the Company and its counsel.

                  (f) ADC  Approvals  and  Consents.  ADC  shall  have  made all
filings with and notifications of governmental authorities,  regulatory agencies
and other entities, if any, required to be made in connection with the execution
and delivery of this Agreement, the performance of the transactions contemplated
hereby and the  continued  operation  of the business of ADC  subsequent  to the
Closing Date, and ADC shall have received all required authorizations,  waivers,
consents and permits to permit the consummation of the transactions contemplated
by this  Agreement,  in the form and substance  reasonably  satisfactory  to the
Company, with any conditions or limitations contained therein or imposed thereby
subject to the  approval  of the  Company,  from all third  parties,  including,
without limitation,  applicable governmental  authorities,  regulatory agencies,
lessors, lenders and contract parties,  required in connection with transactions
contemplated  by this  Agreement  or by  ADC's  permits,  leases,  licenses  and
franchises,   to  avoid  a  breach,   default,   termination,   acceleration  or
modification of any agreement,  contract,  instrument,  mortgage,  lien,  lease,
permit, authorization,  order, writ, judgment, injunction, decree, determination
or  arbitration  award as a  result  of the  execution  or  performance  of this
Agreement, or otherwise in connection with the execution and performance of this
Agreement.

<PAGE>

                  (g) Material Adverse Changes.  There shall not have been since
the date of this  Agreement,  any  change  or  series of  changes  that,  in the
reasonable business judgment of the Company, acting in good faith, have or could
reasonably be anticipated to have a material  adverse effect on the  properties,
business, condition (financial or otherwise) or prospects of ADC.

                  (h) Proceedings  Satisfactory to the Company.  All proceedings
to be taken by Edgebrook in connection with the  consummation of the Closing and
the other  transactions  contemplated  hereby  and all  certificates,  opinions,
instruments and other documents required to effect the transaction  contemplated
hereby  reasonably  requested by the Company will be reasonably  satisfactory in
the form and substance to the Company and its counsel.

         Section  5.02.   Conditions  to  the  Obligations  of  Edgebrook.   The
obligation  of Edgebrook to consummate  the  transactions  contemplated  by this
Agreement  are subject to the  fulfillment  of, prior to or at the Closing,  the
following additional conditions precedent:

                  (a)  Representations;   Warranties;  Covenants.  Each  of  the
representations  and warranties of the Company contained in this Agreement shall
be true and correct in all material respects on and as of the Closing Date, with
the same effect as though made on and as of the Closing Date; the Company shall,
on or before the Closing Date, have performed and satisfied all of its covenants
and  agreements  set forth  herein which by the terms hereof are to be performed
and  satisfied  by the  Company on or before the Closing  Date;  and the Company
shall  have  delivered  to  Edgebrook  a  certificate  as of  the  Closing  Date
certifying to the foregoing effect.

                  (b) Other Documents. On the Closing Date, Edgebrook shall have
received such other  certificates  and  documents as counsel to Edgebrook  shall
have reasonably requested from the Company at least five (5) business days prior
to the Closing Date.

                  (c) No Actions or  Proceedings.  No action or proceeding by or
before any court,  administrative  body or  governmental  agency shall have been
instituted or threatened which seeks to enjoin,  restrain or prohibit,  or might
result in damages in respect of, this Agreement or the complete  consummation of
the  transactions as contemplated by this Agreement.  No law or regulation shall
be in effect  and no court  order  shall  have  been  entered  in any  action or
proceeding  instituted by any party which  enjoins,  restrains or prohibits this
Agreement or the complete  consummation  of the  transactions as contemplated by
this Agreement.

<PAGE>

ARTICLE VI.  TERMINATION OF AGREEMENT.

         Section 6.01.  Termination.  This  Agreement may be terminated any time
prior to the Closing Date as follows:

                  (a)      With the mutual consent of CDVI and Edgebrook.

                  (b) By  either  CDVI  or  Edgebrook,  if the  Closing  has not
occurred on or before June 1, 1996; provided,  however,  that if the only reason
why the Closing  has not  occurred  is that the  condition  set forth in Section
5.01(f) has not been satisfied,  then such date shall be automatically  extended
until August 31, 1996.

                  (c) By CDVI, if there has been a material misrepresentation or
breach  of  warranty  on  the  part  of  Edgebrook  in the  representations  and
warranties  contained  herein or a material  breach of  covenants on the part of
Edgebrook  and the same has not been cured within 10 days after notice  thereof.
In the event of any termination pursuant to this Section 6.01(c), written notice
setting  forth  the  reasons  therefor  shall  forthwith  be  given  by  CDVI to
Edgebrook.

                  (d)   By   Edgebrook,   if   there   has   been   a   material
misrepresentation  or  breach  of  warranty  on the part of the  Company  in the
representations  and  warranties  contained  herein  or  a  material  breach  of
covenants  on the part of the Company and the same has not been cured  within 10
days after  notice  thereof.  In the event of any  termination  pursuant to this
Section  6.01(d),  written  notice  setting  forth the  reasons  therefor  shall
forthwith be given by Edgebrook to the Company.

                  (e) By Edgebrook,  if the Closing Price (as defined in Section
1.02 hereof) of the DAKA Common Stock is less than  $21.00;  provided,  however,
that such termination shall be deemed rescinded and not effective if CDVI elects
to adjust the consideration for the Shares as provided in Section 1.03.

         Notwithstanding anything herein to the contrary, the right to terminate
this  Agreement  under  Section  6.01 shall not be available to any party to the
extent  the  failure  of  such  party,  respectively,  to  fulfill  any  of  its
obligations  under this  Agreement  has been the cause of, or  resulted  in, the
failure  of the  Closing  to occur on or  before  such  date (as a  result,  for
example,  of an action or  failure  to act  causing  a  failure  of a  condition
precedent).

         Section 6.02.  Effect of  Termination.  All  obligations of the parties
hereunder shall cease upon any termination  pursuant to Section 6.01;  provided,
however,  that  (i)  the  provisions  of  this  Article  VI  shall  survive  any
termination of this  Agreement;  (ii)  Edgebrook's  general release set forth in
Section  1.04  hereof  shall be and remain  fully  effective  and  unconditional
regardless of such termination,  except in the event of termination by Edgebrook
pursuant to Section  6.01(d);  (iii) nothing herein shall relieve any party from
any liability for a material error or omission in any of its  representations or
warranties  contained  herein or a material  failure  to comply  with any of its
covenants,  conditions or agreements  contained  herein;  and (iv) any party may
proceed as further set forth in Section 6.03 below.

<PAGE>

         Section  6.03.  Right to  Proceed.  Anything in this  Agreement  to the
contrary  notwithstanding,  if any of the  conditions  specified in Section 5.01
hereof have not been satisfied, the Company shall have the right to proceed with
the  transactions   contemplated  hereby  without  waiving  any  of  its  rights
hereunder,  and if any of the  conditions  specified in Section 5.02 hereof have
not been  satisfied,  Edgebrook,  shall  have  the  right  to  proceed  with the
transactions contemplated hereby without waiving any of its rights hereunder.


ARTICLE VII.  SURVIVAL; INDEMNIFICATION.

         Section  7.01.  Survival  of  Representations,   Warranties,  Etc.  All
representations,  warranties, agreements, covenants and obligations herein or in
any schedule or certificate  delivered by any party incident to the transactions
contemplated  hereby are material and may be relied upon by the party  receiving
the same and shall  survive the Closing  regardless of any  investigation  by or
knowledge  of such  party  and  shall  not  merge  into the  performance  of any
obligation by any party hereto.

         Section 7.02.  Indemnification  by Edgebrook.  Edgebrook,  on behalf of
itself and its respective  successors,  administrators,  estates,  and permitted
assigns,  agrees  subsequent  to the Closing Date to indemnify and hold harmless
the Company, ADC, their respective affiliates and their respective shareholders,
officers, directors,  employees and agents (individually, a "Company Indemnified
Party" and collectively, the "Company Indemnified Parties") from and against and
in respect  of all  losses,  liabilities,  obligations,  damages,  deficiencies,
actions, suits, proceedings,  demands,  assessments,  orders, judgments,  fines,
penalties,  costs and expenses (including the reasonable fees, disbursements and
expenses  of  attorneys,  accountants  and  consultants)  of any kind or  nature
whatsoever  (whether or not arising out of third-party  claims and including all
amounts  paid  in  investigation,   defense  or  settlement  of  the  foregoing)
sustained,  suffered  or  incurred  by or  made  against  a  party  entitled  to
indemnification (a "Loss" or "Losses"), as such losses are incurred, arising out
of, based upon or in connection with:

(i)  conditions,  circumstances or occurrences which constitute or result in any
     breach  of any  representation  or  warranty  made  by  Edgebrook  in  this
     Agreement or in any schedule,  exhibit,  certificate,  financial statement,
     agreement or other  instrument  delivered  under or in connection with this
     Agreement,  or by reason of any claim,  action or  proceeding  asserted  or
     instituted  arising  out  of any  matter  or  thing  covered  by  any  such
     representations or warranties  (collectively,  "Representation and Warranty
     Claims");

(ii) any breach of any covenant or agreement made by Edgebrook in this Agreement
     or in any schedule, exhibit, certificate, financial statement, agreement or
     other instrument  delivered under or in connection with this Agreement,  or
     by reason of any claim, action or proceeding asserted or instituted arising
     out of any matter or thing covered by any such covenant or agreement;

<PAGE>

(iii)any fees and  expenses of Edgebrook  (including  without  limitation  legal
     fees  and  accounting  fees)  relating  to  the  execution,   delivery  and
     performance of this Agreement paid, assumed or otherwise borne by ADC.

         Section   7.03.    Limitations   on   Indemnification   by   Edgebrook.
Notwithstanding anything herein to the contrary, recovery by Company Indemnified
Parties on account of  indemnification  claims  made  pursuant  to Section  7.02
hereof  shall not be subject to any  limitation,  and they shall be  entitled to
dollar-for-dollar  recovery,  in seeking  indemnification  from  Edgebrook  with
respect to (i) Losses arising from fraud or an intentional  misrepresentation on
the part of Edgebrook; (ii) Losses arising from intentional breach of a covenant
by   Edgebrook;   (iii)   Losses   involving  a  breach  by   Edgebrook  of  the
representations and warranties contained in Sections 2.02 and 2.03

         Section 7.04.  Indemnification  by the Company.  The Company  agrees to
indemnify  and hold  harmless  Edgebrook  from and against and in respect of all
Losses  sustained,  suffered or incurred by or made  against any of them arising
out of,  based  upon or in  connection  with (a)  conditions,  circumstances  or
occurrences  which constitute or result in any breach of any  representation  or
warranty  made by the Company in this  Agreement  or in any  schedule,  exhibit,
certificate,  financial statement, agreement or other instrument delivered under
or in  connection  with this  Agreement,  or by reason of any  claim,  action or
proceeding  asserted or instituted arising out of any matter or thing covered by
any such representations and (b) any breach of any covenant or agreement made by
the  Company  in  this  Agreement  or in  any  schedule,  exhibit,  certificate,
financial  statement,  agreement  or  other  instrument  delivered  under  or in
connection with this Agreement,  or by reason of any claim, action or proceeding
asserted or  instituted  arising out of any matter or thing  covered by any such
covenant or agreement.

         Section 7.05. No Limitation of Rights.  Notwithstanding anything herein
to the contrary,  the limitations set forth in this Article VII shall apply only
with respect to  post-Closing  indemnification  obligations  and shall in no way
limit any rights the Company or Edgebrook may have in law or equity in the event
the Closing does not occur.

<PAGE>
         Section 7.06. Notice;  Defense of Claims.  Promptly after receipt by an
indemnified  party of notice of any  claim,  liability  or  expense to which the
indemnification  obligations  hereunder would apply, the indemnified party shall
give notice thereof in writing to the indemnifying party, but the omission to so
notify the indemnifying  party promptly will not relieve the indemnifying  party
from any liability except to the extent that the  indemnifying  party shall have
been prejudiced as a result of the failure or delay in giving such notice.  Such
notice  shall state the  information  then  available  regarding  the amount and
nature of such claim,  liability or expense and shall  specify the  provision or
provisions  of this  Agreement  under  which  the  liability  or  obligation  is
asserted.  If within 20 days after receiving such notice the indemnifying  party
gives  written  notice to the  indemnified  party  stating  that (i) it would be
liable under the provisions  hereof for indemnity in the amount of such claim if
such claim were  successful,  (ii) that it shall be fully  responsible  (with no
reservation of any rights) for all liabilities relating to such claim, liability
or  expense  and  that it will  provide  full  indemnification  (whether  or not
otherwise  required  hereunder)  to the  indemnified  party with respect to such
claim,  liability  or expense and (iii) that it  disputes  and intends to defend
against  such  claim,  liability  or expense at its own cost and  expense,  then
counsel for the defense shall be selected by the indemnifying  party (subject to
the consent of the  indemnified  party which consent  shall not be  unreasonably
withheld)  and the  indemnified  party shall not be required to make any payment
with  respect to such claim,  liability  or expense as long as the  indemnifying
party is  conducting  a good  faith and  diligent  defense  at its own  expense;
provided,  however,  that the  assumption  of defense of any such matters by the
indemnifying  party shall relate solely to the claim,  liability or expense that
is subject or potentially subject to indemnification,  and provided further that
prior to such assumption of defense the  indemnifying  party shall enter into an
agreement with the indemnified  party in form and substance  satisfactory to the
indemnified  party  pursuant  to which the  indemnifying  party  unconditionally
guarantees the payment and performance of any liability or obligation  which may
arise out of or in any way  relating to such claim,  liability or expense or the
facts giving rise thereto. The indemnifying party shall have the right, with the
consent  of the  indemnified  party,  which  consent  shall not be  unreasonably
withheld, to settle all indemnifiable matters related to claims by third parties
which are susceptible to being settled  provided its obligation to indemnify the
indemnifying  party therefor will be fully  satisfied.  The  indemnifying  party
shall keep the indemnified party apprised of the status of the claim,  liability
or expense and any resulting  suit,  proceeding  or  enforcement  action,  shall
furnish  the  indemnified  party with all  documents  and  information  that the
indemnified   party  shall  reasonably   request  and  shall  consult  with  the
indemnified  party  prior to  acting  on  major  matters,  including  settlement
discussions.  Notwithstanding  anything  herein  stated  to  the  contrary,  the
indemnified party shall at all times have the right to fully participate in such
defense at its own expense directly or through counsel;  provided,  however,  if
the named  parties to the action or  proceeding  include  both the  indemnifying
party and the indemnified  party and  representation of both parties by the same
counsel  would be  inappropriate  under  applicable  standards  of  professional
conduct, the expense of separate counsel for the indemnified party shall be paid
by the indemnifying  party. If no such notice of intent to dispute and defend is
given by the  indemnifying  party, or if such diligent good faith defense is not
being or ceases to be conducted,  the indemnified party shall, at the expense of
the indemnifying  party,  undertake the defense of (with counsel selected by the
indemnified party), and shall have the right to compromise or settle (exercising
reasonable business judgment),  such claim, liability or expense. If such claim,
liability or expense is one that by its nature cannot be defended  solely by the
indemnifying  party,  then  the  indemnified  party  shall  make  available  all
information and assistance that the  indemnifying  party may reasonably  request
and shall cooperate with the indemnifying party in such defense.

<PAGE>

ARTICLE VIII.  REGISTRATION RIGHTS.

         Section 8.01.  Definitions.

         As used in this  Article  VIII,  the  following  terms  shall  have the
following meanings:

         "Advice" has the meaning set forth in Section 8.03.

         "Affiliate"  means,  with respect to any  specified  person,  any other
person who,  directly or  indirectly,  controls,  is controlled  by, or is under
common control with such specified person.

         "Commission" means the Securities and Exchange Commission.

         "Controlling Persons" has the meaning set forth in Section 8.05(a).

         "Exchange  Act" means the  Securities  Exchange Act of 1934, as amended
from time to time, or any successor  statute,  and the rules and  regulations of
the Commission promulgated thereunder.

         "Holder"  means (i) Edgebrook and (ii) each person (other than DAKA and
its  Affiliates) to whom Edgebrook  transfers  Securities as provided in Section
8.07 hereof, if the person to whom such Securities are transferred acquires such
Securities as Registrable Securities.

         "Lock-up Period" has the meaning set forth in Section 8.06.

         "Lock-up Request" has the meaning set forth in Section 8.06.

         "Prospectus"   means  the  prospectus   included  in  any  Registration
Statement   (including,   without   limitation,   a  prospectus  that  discloses
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus supplement, and by
all other amendments and supplements to the prospectus, including post-effective
amendments, and in each case including all material incorporated by reference or
deemed to be incorporated by reference in such prospectus.

         "Registrable Securities" means the Securities;  provided, however, that
any Securities shall cease to be Registrable  Securities when (i) a Registration
Statement  covering such Registrable  Securities has been declared effective and
such  Registrable  Securities  have been disposed of pursuant to such  effective
Registration  Statement,  (ii) such Registrable  Securities  become eligible for
sale  pursuant to Rule 144 (or any similar  provision  then in force)  under the
Securities Act or (iii) such Securities cease to be outstanding.

<PAGE>

         "Registration  Statement" means any registration statement of DAKA that
covers any of the  Registrable  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, all
exhibits,   and  all  material   incorporated  by  reference  or  deemed  to  be
incorporated by reference in such registration statement.

         "Securities"  means the shares of DAKA Common Stock issued to Edgebrook
pursuant to this Agreement so long as they are owned  beneficially and of record
by a Holder.

         "Securities Act" means the Securities Act of 1933, as amended from time
to  time,  or any  successor  statute,  and the  rules  and  regulations  of the
Commission promulgated thereunder.

         "Suspension Notice" has the meaning set forth in Section 8.03.

         "Suspension Period" has the meaning set forth in Section 8.03.


<PAGE>

         Section 8.02.     Resale Registration.

                   (a) Filing;  Effectiveness.  If on any one (1) occasion after
October 1, 1996,  one or more  Holders  holding an  aggregate  of at least 9,000
Registrable Securities shall notify DAKA in writing that they intend to offer or
cause to be offered for public  resale all or any  portion of their  Registrable
Securities, DAKA will notify all of the Holders of Registrable Securities of its
receipt of such  notification  and upon the  written  request of any such Holder
delivered to DAKA within 15 days after  receipt from DAKA of such  notification,
DAKA shall use reasonable  efforts to prepare and file a registration  statement
on Form S-3 (the  "Resale  Registration  Statement")  under the  Securities  Act
covering the resale by such Holders of their Registrable  Securities pursuant to
Rule  415  under  the  Securities  Act  from  time to time in  transactions  not
involving any  underwritten  public  offering and use reasonable  efforts (i) to
cause  such  Resale  Registration  Statement  to be  declared  effective  by the
Commission for such Registrable Securities as soon as practicable thereafter and
(ii) to keep the Resale Registration  Statement continuously effective until the
earliest of (x) the date on which such  Holders no longer  hold any  Registrable
Securities registered under the Resale Registration  Statement or (y) the second
anniversary of the Closing Date; provided, however, that (A) upon the request of
one  or  more  Holders  holding  an  aggregate  of at  least  9,000  Registrable
Securities  received prior to October 1, 1996, DAKA will proceed promptly and in
good faith to prepare  the Resale  Registration  Statement,  even if DAKA is not
required to file it with the Commission  until October 1, 1996, so as to avoid a
delay  past  October  1, 1996 in making  such  filing  and (B) if DAKA  prior to
October 1, 1996 files any  registration  statement with the Commission under the
Securities  Act (other than on Form S-4 or a similar  form  relating to business
combinations or exchanges or Form S-8 or a similar form relating to any employee
benefit  plan),  then DAKA shall give the Holders notice thereof and the Holders
may demand  registration  pursuant to this Section 8.02  immediately  after such
filing.  DAKA shall not be required to cause a registration  statement requested
pursuant to this Section 8.02 to become effective prior to 90 days following the
effective  date of a  registration  statement  initiated by DAKA if any managing
underwriter  named in such  registration  statement  has advised DAKA in writing
that the  registration or sale of additional  securities by stockholders of DAKA
within such 90-day period would have a material adverse effect on the likelihood
of success of such underwritten offering; provided, however, that DAKA shall use
its best efforts to achieve such  effectiveness  promptly  following such 90-day
period if the request  pursuant to this  Section 8.02 has been made prior to the
expiration  of  such  90-day  period.  DAKA  may  postpone  the  filing  of  any
Registration  Statement  required hereunder for a reasonable period of time, not
to exceed 60 days,  if DAKA has been advised by outside  legal counsel that such
filing would require the  disclosure of a material  transaction  or other matter
and DAKA determines reasonably and in good faith that such disclosure would have
a material adverse effect on DAKA;  provided,  however,  that DAKA shall (A) use
reasonable efforts to disclose such material transaction or other matter as soon
as in its good faith  judgment  it is  prudent to do so and (B) may so  postpone
such filing only if all other  persons who are named as selling  securityholders
under then effective  registration  statements filed by DAKA with the Commission
and all directors of DAKA are advised of the fact that a material transaction or
other matter is not being disclosed  during the length of such  postponement and
of the  consequences  of such  nondisclosure  under the  Securities  Act and the
Exchange Act.

<PAGE>

                  (b) Effective Registration.  A registration will not be deemed
to have been effected as a Resale  Registration  unless the Resale  Registration
Statement with respect  thereto has been declared  effective by the  Commission;
provided, however, that if after it has been declared effective, the offering of
Registrable Securities pursuant to a Resale Registration Statement is interfered
with by any  stop  order,  injunction  or  other  order  or  requirement  of the
Commission or any other governmental  agency or court, such Resale  Registration
Statement will be deemed not to have become  effective during the period of such
interference  until the  offering  of  Registrable  Securities  pursuant to such
Resale Registration Statement may legally resume.

         Section  8.03.   Registration   Procedures.   In  connection  with  the
obligations  of DAKA to  effect  or cause the  registration  of any  Registrable
Securities  pursuant to the terms and conditions of this  Agreement,  DAKA shall
use reasonable  efforts to effect the  registration and sale of such Registrable
Securities in accordance with the intended method of distribution  thereof,  and
in connection therewith:

                  (a)  DAKA  shall  prepare  and  file  with  the  Commission  a
Registration  Statement on Form S-3 or other  similar form under the  Securities
Act which permits secondary sales of securities in a "shelf  registration,"  and
use reasonable efforts to cause such Registration  Statement to become effective
and remain effective in accordance with the provisions of this Agreement;

                   (b) DAKA shall promptly  prepare and file with the Commission
such amendments and post-effective  amendments to each Registration Statement as
may be necessary to keep such  Registration  Statement  effective for as long as
such registration is required to remain effective  pursuant to the terms hereof;
shall  cause  the  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 shall comply with the  provisions  of the  Securities  Act
applicable to it with respect to the disposition of all  Registrable  Securities
covered  by  such  Registration   Statement  during  the  applicable  period  in
accordance with the intended  methods of disposition by the Holders set forth in
such Registration Statement or supplement to the Prospectus;

                  (c) DAKA shall  promptly  furnish to any Holder such number of
copies  of the  Prospectus  (including  each  preliminary  Prospectus)  and  any
amendments or  supplements  thereto,  as such Holder may  reasonably  request in
order to  facilitate  the public sale or other  disposition  of the  Registrable
Securities being sold by such Holder;

                  (d)  DAKA  shall,   on  or  prior  to  the  date  on  which  a
Registration Statement is declared effective, use reasonable efforts to register
or qualify the Registrable  Securities  covered by such  Registration  Statement
under such  other  securities  or "blue  sky" laws of such  states of the United
States  as any  Holder  requests;  provided,  however,  that  DAKA  shall not be
required (i) to qualify  generally to do business in any  jurisdiction  where it
would not otherwise be required to qualify but for this Section  8.03(d) or (ii)
to file any general consent to service of process;

                  (e)  DAKA  shall  promptly  notify  each  Holder,  (i)  when a
Prospectus or any  Prospectus  supplement or  post-effective  amendment has been
filed  and,  with  respect to a  Registration  Statement  or any  post-effective
amendment,  when the same  has  become  effective,  (ii) of any  request  by the
Commission 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
Commission of any stop order  suspending  the  effectiveness  of a  Registration
Statement,  (iv) of the  issuance by any state  securities  commission  or other
regulatory authority of any order suspending the qualification or exemption from
qualification  of any of the Registrable  Securities  under state  securities or
"blue sky" laws, and (v) of the happening of any event which makes any statement
made in a Registration  Statement or related Prospectus untrue or which requires
the making of any changes in such  Registration  Statement or Prospectus so that
they will not contain any untrue  statement of a material  fact or omit to state
any  material  fact  required  to be stated  therein  or  necessary  to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  As soon as practicable  following  expiration of the Suspension
Period (as defined  below),  DAKA shall prepare and file with the Commission and
furnish a supplement  or amendment to such  Prospectus  so that,  as  thereafter
deliverable to the purchasers of such  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  light  of the
circumstances under which they were made, not misleading.

<PAGE>

         In the case of a  Resale  Registration  Statement,  each  Holder,  upon
receipt of any notice (a "Suspension  Notice") from DAKA of the happening of any
event of the kind described in Section 8.03(e)(v),  shall forthwith  discontinue
disposition of the Registrable  Securities  pursuant to the Resale  Registration
Statement  covering such  Registrable  Securities until such Holder's receipt of
the copies of the  supplemented  or amended  Prospectus  contemplated by Section
8.03(e) or until it is advised in writing (the "Advice") by DAKA that the use of
the  Prospectus  may be resumed,  and has received  copies of any  additional or
supplemental filings which are incorporated by reference in the Prospectus, and,
if so directed by DAKA,  such Holder  will,  or will  request any  broker-dealer
acting as such  Holder's  agent or as an  underwriter  to,  deliver  to DAKA (at
DAKA's  expense)  all  copies,  other than  permanent  file  copies then in such
Holder's  or  broker-dealer's   possession,  of  the  Prospectus  covering  such
Registrable Securities current at the time of receipt of such notice;  provided,
however,  that in no event  shall the  period  from the date on which any Holder
receives a Suspension Notice to the date on which any Holder receives either the
Advice or copies of the  supplemented  or  amended  Prospectus  contemplated  by
Section 8.03(e) (the  "Suspension  Period") exceed 60 days; and provided further
that  such   Suspension   Notice  shall  not  be   effective   unless  DAKA  has
contemporaneously  given an  analogous  notice  to all  other  persons  named as
selling  securityholders in then effective registration statements filed by DAKA
with the Commission and to DAKA's  directors.  In the event that DAKA shall give
any  Suspension  Notice,  the  time  periods  for  which a  Resale  Registration
Statement is required to be kept effective pursuant to Section 8.02 hereof shall
be extended by the number of days during the Suspension Period.

         Section  8.04.  Registration  Expenses.  DAKA shall  bear all  expenses
incurred in connection with the registration of the Registrable  Shares pursuant
to  Section  8.02  of this  Agreement.  Such  expenses  shall  include,  without
limitation, all printing, legal and accounting expenses incurred by DAKA and all
registration  and filing fees imposed by the  Commission,  any state  securities
commission or the NASDAQ National  Market.  The Holders shall be responsible for
any  brokerage or  underwriting  commissions  and taxes of any kind  (including,
without  limitation,  transfer taxes) with respect to any  disposition,  sale or
transfer  of  Registrable  Securities  and for any legal,  accounting  and other
expenses incurred by them.

         Section 8.05.     Indemnification and Contribution.

                   (a)  Indemnification  by DAKA.  DAKA agrees to indemnify  and
hold harmless,  to the full extent permitted by law, each Holder,  its partners,
officers,  directors,  trustees,  stockholders,  employees and agents,  and each
person who controls such Holder  within the meaning of either  Section 15 of the
Securities  Act or Section 20 of the Exchange  Act, or is under  common  control
with, or is controlled  by, such Holder,  together with the partners,  officers,
directors,  trustees,  stockholders,  employees  and agents of such  controlling
person (collectively,  the "Controlling Persons"),  from and against all losses,
claims,   damages,   liabilities  and  expenses  (including  without  limitation
reasonable  legal  fees  and  expenses  incurred  by  any  Holder  or  any  such
Controlling Person documented in writing) (collectively, the "Damages") to which
such  Holder,  its  partners,  officers,  directors,   trustees,   stockholders,
employees and agents,  and any such Controlling  Person may become subject under
the  Securities  Act or otherwise,  insofar as such Damages (or  proceedings  in
respect  thereof)  arise out of or are based upon any  untrue or alleged  untrue
statement of material  fact  contained  in any  Registration  Statement  (or any
amendment  thereto)  pursuant to which  Registrable  Securities  were registered
under the Securities Act, or caused by any omission or alleged omission to state
therein a material fact necessary to make the statements therein in light of the
circumstances under which they were made not misleading, or caused by any untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
Prospectus  (as  amended  or  supplemented  if DAKA  shall  have  furnished  any
amendments  or  supplements  thereto),  or caused  by any  omission  or  alleged
omission  to state  therein a material  fact  necessary  to make the  statements
therein in light of the circumstances under which they were made not misleading,
except  insofar as such  Damages  arise out of or are based upon any such untrue
statement or omission based upon  information  relating to such Holder furnished
in  writing  to DAKA by such  Holder  specifically  for use  therein;  provided,
however,  that DAKA shall not be liable to any Holder under this Section 8.05(a)
to the extent  that any such  Damages  were  caused by the fact that such Holder
sold  Securities to a person as to whom it shall be  established  that there was
not sent or given, at or prior to the written  confirmation of such sale, a copy
of the Prospectus as then amended or supplemented  if, and only if, (i) DAKA has
previously  furnished copies of such amended or supplemented  Prospectus to such
Holder and (ii) such Damages were caused by any untrue  statement or omission or
alleged  untrue  statement or omission  contained in the Prospectus so delivered
which was corrected in such amended or supplemented Prospectus.

<PAGE>

                  (b)  Indemnification  by  the  Holders.  Each  Holder  agrees,
severally  and  not  jointly,   to  indemnify  and  hold  harmless   DAKA,   its
stockholders,  directors,  officers and each person,  if any, who controls  DAKA
within the meaning of either  Section 15 of the  Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnity from DAKA to such
Holder, but only with reference to information relating to such Holder furnished
in  writing  to  DAKA  by  such  selling  Holder  specifically  for  use  in any
Registration  Statement (or any  amendment  thereto) or any  Prospectus  (or any
amendment or supplement thereto);  provided,  however,  that such selling Holder
shall not be obligated to provide such indemnity to the extent that such Damages
result from the  failure of DAKA to promptly  amend or take action to correct or
supplement  any  such  Registration  Statement  or  Prospectus  on the  basis of
corrected or  supplemental  information  provided by such selling Holder to DAKA
expressly  for such  purpose.  In no event shall the  liability of any Holder of
Registrable  Securities  hereunder  be greater in amount  than the amount of the
proceeds  received by such Holder  upon the sale of the  Registrable  Securities
giving rise to such indemnification obligation.

                   (c)  Contribution.  To the  extent  that the  indemnification
provided for in paragraph (a) or (b) of this Section 8.05 is  unavailable  to an
indemnified  party  or  insufficient  in  respect  of  any  Damages,  then  each
indemnifying   party  under  such  paragraph,   in  lieu  of  indemnifying  such
indemnified party thereunder,  shall contribute to the amount paid or payable by
such  indemnified  party as a result of such  Damages in such  proportion  as is
appropriate  to  reflect  the  relative  fault  of DAKA on the one  hand and the
Holders on the other hand in connection  with the  statements or omissions  that
resulted   in  such   Damages,   as  well  as  any  other   relevant   equitable
considerations. The relative fault of DAKA on the one hand and of the Holders on
the other hand 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
DAKA or by the Holders and the parties'  relative intent,  knowledge,  access to
information and opportunity to correct or prevent such statement or omission.

         If  indemnification  is available  under  paragraph  (a) or (b) of this
Section 8.05, the indemnifying parties shall indemnify each indemnified party to
the full extent provided in such paragraphs without regard to the relative fault
of  said  indemnifying  party  or  indemnified  party  or  any  other  equitable
consideration provided for in this Section 8.05(c).

         DAKA and each Holder  agrees that it would not be just or  equitable if
contribution  pursuant  to this  Section  8.05(c)  were  determined  by pro rata
allocation  or by any other method of  allocation  that does not take account of
the equitable considerations referred to herein.

         Section 8.06.  Restrictions  on Sale.  In the event of an  underwritten
public  offering for the account of DAKA, upon the written request (the "Lock-up
Request") of the managing  underwriter (or underwriters) of such offering,  each
Holder agrees not to effect any public sale or  distribution  of any  securities
similar to those being  registered in such offering (other than pursuant to such
offering),  including, without limitation,  through sales of Securities pursuant
to a Resale Registration Statement,  during the 14 days prior to, and during the
90-day period  beginning on the  effective  date of the  Registration  Statement
relating to such offering (the "Lock-up Period");  provided,  however,  that the
Holders  shall not be required to comply with such Lock-up  Request  unless DAKA
simultaneously  demands  analogous  restrictions on sale and uses all reasonable
efforts to obtain from all other persons who are  contractually  bound with DAKA
to comply with such Lock-up Requests and from DAKA's directors.  In the event of
the  delivery  of a  Lock-up  Request,  the  time  periods  for  which a  Resale
Registration Statement is required to be kept effective pursuant to Section 8.02
hereof shall be extended by the number of days during the Lock-up Period.

<PAGE>

         Section 8.07. Transfer of Registration  Rights. The registration rights
of Edgebrook and any Holders under this Article VIII may be  transferred  to any
transferee  of  Registrable  Securities  that  acquires at least 1,000 shares of
Registrable Securities (appropriately adjusted for stock splits, stock dividends
and the  like).  Each  such  transferee  shall be deemed  to be a  "Holder"  for
purposes of this Article VIII.


ARTICLE IX.  MISCELLANEOUS.

         Section 9.01.  Law Governing.  This Agreement shall be construed under
and governed by the internal laws, and not the law of conflicts, of the State of
Minnesota.

         Section  9.02.   Notices.   Any  notice,   request,   demand  or  other
communication  required or permitted  hereunder shall be in writing and shall be
deemed  to have  been  given  if  delivered  or sent by  facsimile  transmission
(promptly  followed  by hard copy  confirmation),  upon  receipt,  or if sent by
registered  or certified  mail upon the sooner of the  expiration  of three days
after deposit in United States post office  facilities  properly  addressed with
postage prepaid or acknowledgment of receipt, as follows:

To the Company:          One Corporate Place
                         55 Ferncroft Road
                         Danvers, MA 01923
                         Attn:    Charles W. Redepenning, Jr.
                                  Senior Vice President and General Counsel

with a copy to:          Goodwin, Procter & Hoar  LLP
                         Exchange Place
                         Boston, MA 02109-2881
                         Attn: Ettore Santucci, P.C.

To Edgebrook:            One Financial Plaza
                         120 South 6th Street
                         Minneapolis, MN 55424
                         Attn:    Craig A. Oberlander

or to such other  address  of which any party may  notify  the other  parties as
provided above.

<PAGE>

         Section 9.03. Prior Agreements  Superseded.  This Agreement  supersedes
all prior  understandings  and  agreements  among the  parties  relating  to the
subject matter hereof.

         Section 9.04. Assignability.  This Agreement shall be assignable by the
Company (a) prior to the Closing to a subsidiary of the Company although no such
assignment  shall relieve the Company of any  liabilities or  obligations  under
this Agreement and (b) after the Closing,  to any person.  This Agreement  shall
not otherwise be assignable by the Company  without the prior written consent of
Edgebrook or (except as otherwise permitted by Section 8.07 hereof) by Edgebrook
without prior written  consent of the Company.  This Agreement  shall be binding
upon and  enforceable  by, and shall inure to the benefit of, the parties hereto
and their respective successors, heirs, executors,  administrators and permitted
assigns, and no others. Notwithstanding the foregoing, nothing in this Agreement
is  intended  to give any  person not named  herein the  benefit of any legal or
equitable  right,  remedy or claim  under this  Agreement,  except as  expressly
provided herein.

         Section 9.05. Fees and Expenses.  Each of the parties to this Agreement
shall pay its own expenses and costs associated with the negotiation,  execution
and delivery of this  Agreement  and any  agreement or  instrument  contemplated
hereby and the consummation of the transactions  contemplated hereby,  including
all fees and expenses of counsel,  accountants  and financial  advisors or other
professionals acting on behalf of such party.

         Section 9.06. Publicity and Disclosures. None of the parties hereto nor
any  of  their  respective  stockholders,  affiliates,  officers,  directors  or
employees  shall issue or cause the  publication  of any press  release or other
announcement  with respect to this  Agreement or the  transactions  contemplated
hereby without the prior written consent of the Company and Edgebrook, except to
the extent  disclosure is required by any applicable law or regulation or by any
court or authorized administrative or governmental agency.

         Section  9.07.  Captions.  The  captions  in  this  Agreement  are  for
convenience only and shall not affect the construction or  interpretation of any
term or provision hereof.

         Section 9.08.  Execution in  Counterparts.  For the  convenience of the
parties and to facilitate  execution,  this  Agreement may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
shall constitute one and the same document.

<PAGE>

         Section  9.09.  Certain  Remedies;  Severability.  It  is  specifically
understood  and agreed that any breach of this  Agreement  by any of the parties
will result in irreparable injury to the aggrieved party, that the remedy at law
alone will be an inadequate  remedy for such breach and that, in addition to any
other  remedy for such breach and that,  in addition to any other  remedy it may
have, such aggrieved party shall be entitled to enforce the specific performance
of this  Agreement  by the  breaching  party  and to  seek  both  temporary  and
permanent  injunctive  relief,  without the necessity of proving actual damages,
but without  limitation of their rights to recover such damages.  In case any of
the provisions  contained in this  Agreement  shall for any reason be held to be
invalid,   illegal  or  unenforceable  in  any  respect,  any  such  invalidity,
illegality  or  unenforceability  shall not affect any other  provision  of this
Agreement,  but this Agreement shall be construed as if such invalid, illegal or
unenforceable  provision  had been  limited  or  modified  (consistent  with its
general intent) to the extent necessary to make it valid, legal and enforceable,
or if it shall not be possible to so limit or modify  such  invalid,  illegal or
unenforceable  provision  or  part  of a  provision,  this  Agreement  shall  be
construed as if such invalid,  illegal or  unenforceable  provision or part of a
provision had never been contained in this Agreement.

         Section 9.10. Amendments; Waivers. This Agreement may not be amended or
modified  except by a writing  duly and  validly  executed  by the  Company  and
Edgebrook. Any party hereto may waive any covenant or condition intended for its
benefit in its discretion,  but delay on the part of any party in exercising any
right, power or privilege  hereunder shall not operate as a waiver thereof,  nor
shall any waiver on the part of any party of any such right, power or privilege,
preclude any further  exercise  thereof or the exercise of any other such right,
power or  privilege.  The rights and  remedies  of any party  arising  out of or
otherwise in respect of any  inaccuracy  in or breach of any  representation  or
warranty,  or any failure to perform or comply with any  covenant or  agreement,
contained in this Agreement shall in no way be limited by the fact that the act,
omission,  occurrence  or other  state of facts upon which any claim of any such
inaccuracy,  breach or  failure is based may also be the  subject  matter of any
other  representation,   warranty,  covenant  or  agreement  contained  in  this
Agreement (or in any other  agreement  between the parties) as to which there is
no inaccuracy, breach or failure.

                                        
<PAGE>



         IN WITNESS  WHEREOF,  the parties  hereto have  executed or caused this
Agreement to be executed as of the date set forth above.


                                 CASUAL DINING VENTURES, INC.


                                 By:      /s/ Charles W. Redepenning, Jr.
                                 ----------------------------------------
                                 Name:  Charles W. Redepenning, Jr.
                                 Title:  Senior Vice President


                                 DAKA INTERNATIONAL, INC.


                                 By:       /s/ Charles W. Redepenning, Jr.
                                 -----------------------------------------
                                 Name:  Charles W. Redepenning, Jr.
                                 Title:  Senior Vice President


                                 EDGEBROOK, INC.


                                 By:      /s/ Craig Oberlander
                                 -----------------------------
                                 Name:  Craig Oberlander
                                 Title:  President