STOCK PURCHASE AGREEMENT

                                  By and Among

                          Casual Dining Ventures, Inc.

                                       and

                            DAKA International, Inc.

                                       and

              Champps Development Group, Inc., Steven J. Wagenheim,
        Arthur E. Pew, III, PDS Financial Corporation, Douglas B. Tenpas

                                       and

     Certain Other Stockholders of Americana Dining Corp. named on Exhibit A






                           Dated as of March 18, 1996







<PAGE>



                                                                              
                                TABLE OF CONTENTS


                                                                            
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 the Sellers
Section 7.03. Limitations on Indemnification by Stockholders
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 Prior Agreements Superseded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 and Gender
Section 9.08. Execution in Counterparts
Section 9.09. Certain Remedies; Severability
Section 9.10. Amendments; Waivers
Section 9.11. Exhibits and Schedules


Exhibit A - Certain Stockholders of Americana Dining Corp.
Exhibit 5.01(b) - Form of Corporate Opinion of Sellers' Counsel
Exhibit 5.02(b)(i) - Form of Opinion of Company's Counsel
Exhibit 5.02(d) - Forms of DAKA, ADC and Edgebrook, Inc. Releases



<PAGE>

                            STOCK PURCHASE AGREEMENT


         This Stock Purchase Agreement (the "Agreement") is made as of this 18th
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"),  Champps  Development  Group, Inc., a
Minnesota corporation ("CDG"), Steven J. Wagenheim,  the sole stockholder of CDG
("Wagenheim"),  Arthur E. Pew, III ("Pew"), PDS Financial Corporation ("PDSFC"),
Douglas B. Tenpas (for himself or for the benefit of his former  spouse,  who is
also  a  signatory  to  this  Agreement)   ("Tenpas")  and  such  of  the  other
stockholders of Americana Dining Corp., a Delaware corporation ("ADC"), named on
Exhibit A attached hereto who may after the date hereof and prior to the Closing
(as defined herein) become parties to this Agreement by executing and delivering
a  counterpart  of this  Agreement  (each an  "Other  Selling  Stockholder"  and
collectively  the "Other Selling  Stockholders").  CDG,  Wagenheim,  Pew, PDSFC,
Tenpas and the Other Selling Stockholders are referred to herein individually as
a "Seller"  and  collectively  as the  "Sellers".  DAKA and CDVI are referred to
herein collectively as the "Company".


                               W I T N E S S E T H

         WHEREAS,  CDG is the record and  beneficial  owner of 434,000 shares of
common  stock,  par value  $.01 per  share,  of ADC  ("ADC  Common  Stock")  and
Wagenheim is the President of ADC; and

     WHEREAS,  Pew is the record and  beneficial  owner of 140,000 shares of ADC
Common Stock; and

     WHEREAS,  PDSFC is the record and beneficial  owner of 20,000 shares of ADC
Common Stock; and

     WHEREAS,  Tenpas is the record and beneficial owner of 50,000 shares of ADC
Common Stock; and

     WHEREAS,  the Other Selling Stockholders listed on Exhibit A hereto are the
record and beneficial owners of his, her or its shares of ADC Common Stock; and

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

     WHEREAS, CDVI is the record and beneficial owner of 1,400,000 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,  Sellers  desire 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  Sellers  and CDVI  desires  to  acquire  from  Sellers  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;

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


<PAGE>


                     ARTICLE I. PURCHASE AND SALE OF SHARES

Section 1.01. Plan; Purchase and Sale of the Shares

     CDVI and  Sellers  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
the Sellers,  and the Sellers  hereby agree 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 the Sellers of the Shares, CDVI hereby
agrees to issue to the  Sellers  .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 the  Sellers.  Instead,  the  total  number of shares of DAKA
Common Stock to be issued to each Seller  (regardless  of whether such  Seller'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 the Sellers set forth in Section 2.04 hereof,
including, without limitation, the acknowledgment and understanding that (a) the
DAKA Common Stock to be issued to the Sellers  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 the Sellers
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 the Sellers hereunder.

<PAGE>

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)  Sellers  owning a
majority of the Shares elect 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 the Sellers
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 each of the
Sellers,  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.

Section 1.04. General Releases

     (a) Each  Seller,  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  such  Seller  and/or  his or her or its  successors,
     heirs,  executors,  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
<PAGE>

(ii) waives any rights  such  Seller  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 the
Sellers pursuant to Section 6.01(d) hereof.

     (c)  Notwithstanding  the  foregoing  general  releases,  no Seller  who is
employed by ADC shall be deemed to have waived or released any claim against ADC
for wages or  benefits  due from ADC that are due and payable on or prior to the
Closing Date.

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.

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 the Sellers  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) each Seller shall deliver a certificate or certificates  representing
all Shares owned beneficially and of record by such Seller,  together with stock
powers (or the  equivalent)  duly executed in 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,  (c) CDVI shall  deliver to each Seller 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 such
Seller  and (d) each  Seller  shall  resign any office  such  Seller  holds as a
director  and/or  officer of ADC effective as of the Closing Date. All transfer,
excise or similar  taxes  arising  out of the sale or  delivery of the Shares to
CDVI shall be paid by the Sellers.

Section 1.07. Actions Subsequent to Closing

     The  Sellers  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.

<PAGE>

            ARTICLE II. REPRESENTATION AND WARRANTIES OF THE SELLERS

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, each of CDG, Wagenheim,  Pew,
PDSFC,  Tenpas and the Other  Selling  Stockholders,  severally  as to  himself,
herself  or  itself  only  and  not  jointly,  hereby  make to the  Company  the
representations and warranties contained in this Article II.

Section 2.02. Ownership of Capital Stock; Related Rights

     (a) Each Seller owns beneficially and of record all of the Shares set forth
or referred to in the preamble hereof,  as applicable.  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,  no Seller has any 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) no Seller has
any  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.

Section 2.03. Authority of Sellers

     (a) Each Seller has full authority,  power and (if an individual)  capacity
to enter into this Agreement and each  agreement,  document and instrument to be
executed  and  delivered  by or on  behalf  of  such  Seller  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 such Seller or pursuant to or as contemplated by
this  Agreement  constitute,  or when executed and delivered by such Seller will
constitute,  valid  and  binding  obligations  of  such  Seller  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.



<PAGE>


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

(i)  if such Seller is a corporation,  partnership or other legal entity, 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 such
     Seller;

(ii) do not and will not violate any laws,  rules or  regulations  of the United
     States or any state or other  jurisdiction  applicable  to such Seller,  or
     require  such  Seller 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
     such Seller is a party or by which the  property of such Seller 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 such Seller.

Section 2.04. Investment Representations

     (a) Each Seller is  acquiring  the shares of DAKA Common Stock to be issued
to such Seller  hereunder in exchange for such Seller's Shares for such Seller'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) No Seller (i) is 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 formed  solely for the purpose of acquiring the DAKA Common
Stock to be issued to the Sellers hereunder.

     (c) Each  Seller (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 the  Sellers  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 his or her or its decision to acquire the DAKA Common Stock
to be issued to the  Sellers  hereunder.  No Seller has relied in any way on any
information with respect to the DAKA Common Stock or the Companygenerally  other
than the  representations of the Company contained herein or materials furnished
by the Company in writing in connection herewith.

<PAGE>

     (d) Each Seller acknowledges and understands that (i) the DAKA Common Stock
to be  issued  to the  Sellers  hereunder  has not  been  registered  under  the
Securities Act, or any state  securities  laws; (ii) the DAKA Common Stock to be
issued to the Sellers 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 the  Sellers  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) Each Seller (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 his or her
or 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 his or her or
its  advisors,  if any, has such  knowledge  and  experience  in  financial  and
business  matters that such Seller 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
his or her or its own counsel, accountant and other advisors, with regard to the
legal, investment, tax and other considerations regarding such acquisition.

Section 2.05. General Release Representations.

     With respect to the general release of the Released Parties,  as defined in
Section  1.04  hereof,  by the Sellers (a) none of the Sellers has  assigned any
claim or  possible  claim  against any  Released  Party,  (b) each Seller  fully
intends to release all claims against the Released  Parties  including,  without
limitation,  known,  unknownand contingent claims (other than those specifically
reserved  in Section  1.04  hereof),  and (iii) each Seller 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.

<PAGE>


Section 2.06. Information Supplied to the Company

     To the  best  of  Sellers'  knowledge,  neither  this  Agreement,  nor  any
certificate  furnished pursuant to or in connection with this Agreement by or on
behalf of any Seller  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.  To the best  knowledge of  Wagenheim,  there is no material fact directly
relating to the business, operations or condition of ADC (other than facts which
relate to general economic trends or conditions) that currently is having or, to
the best knowledge of Wagenheim,  in the future is reasonably  likely to (so far
as may now be reasonably  foreseen based upon material facts of which  Wagenheim
is now  aware)  have a  material  adverse  effect on the  properties,  business,
condition (financial or otherwise) or prospects of ADC.

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 any
Seller.

<PAGE>

          ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


Section 3.01. Making of Representations and Warranties

     As a material inducement to the Sellers to enter into this Agreement and to
consummate the  transactions  contemplated  hereby,  the Company hereby makes to
them 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.

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,
deliveryand  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,  no Seller  shall  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 by such
Seller,  norshall any Seller 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 any Seller nor any  director,  officer,  employee or agent of any Seller
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, such  Seller or ADC,  any
merger  or  business   combination  with  such  Seller  or  ADC,  or  any  other
acquisition,  transaction or financing or joint venture involving such Seller 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 such Seller 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.  The Sellers 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) The Sellers will use their 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 Sellers under this  Agreement.  The
Sellers  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 the Sellers  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 any Seller 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 the  representations  and warranties of the
Sellers  contained in or referred to in this  Agreement  and made as of the date
hereof,  the Sellers shall give detailed  written  notice thereof to the Company
and shall use their best efforts to prevent or promptly remedy the same.

Section 4.04. Confidentiality

     In the  course of the  Sellers'  involvement  with ADC as  stockholders  or
employees  or  otherwise,  the Sellers have 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,  each
Seller 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 a Seller's possession
or control shall be returned to the Company or ADC.

<PAGE>


Section 4.05. Non-Hire of ADC Employees

     Until March 1, 1997,  none of the Sellers shall 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; provided, however, that Wagenheim or
any affiliate of Wagenheim  shall be permitted to employ (i) all staff currently
employed in the operation by ADC of the Champps Americana  restaurant located at
2397 Palmer Drive, New Brighton,  Minnesota 53112 ("New Brighton Employees") and
(ii) Mitchel J. Wachman after the later of (A) June 30, 1996 or (B) such date on
which Wagenheim ceases to be an employee of ADC.

Section 4.06. Non-Hire of New Brighton Employees

     None of DAKA, ADC or any of their  affiliates shall hire or attempt to hire
any New Brighton  Employee or encourage  any New Brighton  Employee to terminate
his or her relationship with Wagenheim or any affiliate of Wagenheim.

Section 4.07. ADC Indemnification By-Laws.

     For a period of five years  following the Closing,  the Company shall cause
ADC not to amend its charter or by-laws as in existence on the date hereof so as
to  adversely  affect  the right of  Wagenhein  and Pew as  directors  of ADC to
indemnification thereunder.

                             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 the Sellers  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;  the Sellers  shall,  on or
before the Closing Date, have performed  andsatisfied 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 the Sellers shall have delivered to
the  Company  certificates  executed as of the Closing  Date  certifying  to the
foregoing effect.

<PAGE>

     (b)  Opinion of Counsel  and Other  Documents.  On the  Closing  Date,  the
Company  shall have received (i) opinions of counsel for the Sellers dated as of
the  Closing  Date  and  addressed  to the  Company,  substantially  in the form
attached  as  Exhibit  5.01(b)  hereto,  and (ii) such  other  certificates  and
documents  with  respect to the Sellers as counsel  for the  Company  shall have
reasonably requested at least two (2) 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  by or on behalf of any Seller 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.  The  Sellers  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,  applicablegovernmental  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
the Sellers 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.

     (i) Minimum Number of Shares of ADC Common Stock to be  Transferred.  On or
before the Closing Date, a sufficient number of Other Selling Stockholders shall
have become parties to this  Agreement  such that (i) at the Closing,  CDVI will
acquire at least 840,001 shares of ADC Common Stock and (ii)  immediately  after
the Closing,  CDVI will own beneficially and of record at least 2,240,001 shares
of ADC Common  Stock,  representing  80% or more of the  issued and  outstanding
shares of ADC Common Stock.

     (j) The transactions  contemplated by that certain Asset Purchase Agreement
(the "APA")  between ADC and New Brighton  Ventures,  Inc. dated as of March 18,
1996 shall have closed in accordance with the terms of the APA and the documents
and other  instruments  attached  to or  referred  to in the APA shall have been
executed and delivered.

Section 5.02. Conditions to the Obligations of the Sellers

     The obligations of the Sellers 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 the Sellers a certificate as of the Closing Date  certifying to the foregoing
effect. (b) Opinion of Counsel and Other Documents.  On the Closing Date (i) the
Sellers shall have  received an opinion of counsel for the Company,  dated as of
the  Closing  Date  and  addressed  to the  Sellers,  substantially  in the form
attached  as  Exhibit  5.02(b)(i)  hereto,  (ii)  Wagenheim  and Pew shall  have
received  a  tax  opinion  from  Briggs  and  Morgan  Professional   Association
substantially to the effect that the acquisition by CDVI of the ADC Common Stock
held by CDG and Pew solely in exchange for DAKA Common  Stock will  constitute a
tax-free  reorganization  within the meaning of Section 368(a)(1)(B) of the Code
and no taxable gain or loss will be  recognized to CDG and Pew upon the exchange
of their ADC Common  Stock  solely for DAKA Common  Stock,  and (iii) such other
certificates  and  documents  as counsel to the  Sellers  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>

     (d) General  Releases.  Each of DAKA, ADC and Edgebrook,  Inc., a Minnesota
corporation  and a stockholder of ADC, shall have executed and delivered to each
of CDG,  Wagenheim,  and Pew a  general  release  substantially  in the  form of
Exhibit 5.02(d) attached hereto.

     (e) Minimum Number of Shares of ADC Common Stock to be  Transferred.  On or
before the Closing Date, a sufficient number of Other Selling Stockholders shall
have become parties to this  Agreement  such that (i) at the Closing,  CDVI will
acquire at least 840,001 shares of ADC Common Stock and (ii)  immediately  after
the Closing,  CDVI will own beneficially and of record at least 2,240,001 shares
of ADC Common  Stock,  representing  80% or more of the  issued and  outstanding
shares of ADC Common Stock.

     (f)  The  transactions  contemplated  by  the  APA  shall  have  closed  in
accordance  with the terms of the APA and the  documents  and other  instruments
attached to or referred to in the APA shall have been executed and delivered.

     (g) The Acknowledgment  Agreement by and among DAKA, ADC and Arthur E. Pew,
III shall have been  executed and  delivered to Pew by DAKA and ADC on or before
the Closing.


                      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 the  Sellers  owning a majority of
the Shares.

     (b) By either CDVI or the Sellers  owning a majority of the Shares,  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 any  Seller  in the  representations  and  warranties
contained herein or a material breach of covenants on the part of any Seller 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 the Sellers.

     (d) By  Sellers  owning a  majority  of the  Shares,  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 the Sellers to the Company.

     (e) By Sellers  owning a majority of the Shares,  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).

<PAGE>

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) the Sellers'
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 the Sellers pursuant to Section 6.01(d);  (iii) nothing herein
shall relieve any party from any  liability  for amaterial  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.

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,  the  Sellers,  by a
decision of the Sellers owning a majority of the Shares, shall have the right to
proceed with the transactions  contemplated  hereby without waiving any of their
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 the Sellers

     (a) CDG,  Wagenheim,  Pew,  PDSFC and Tenpas,  on behalf of themselves  and
their  respective  successors,  executors,  administrators,  estates,  heirs and
permitted   assigns,   jointly  and   severally,   and  (b)  the  other  Selling
Stockholders,   on  behalf  of  themselves  and  their  respective   successors,
executors,  administrators,  estates, heirs and permitted assigns, severally and
not jointly, agree 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:

<PAGE>

(i)  conditions,  circumstances or occurrences which constitute or result in any
     breach  of any  representation  or  warranty  made  by any  Seller  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  thingcovered  by  any  such
     representations or warranties  (collectively,  "Representation and Warranty
     Claims");

(ii) any  breach  of any  covenant  or  agreement  made  by any  Seller  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;

(iii)any fees and expenses of the Sellers  (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 Stockholders

     (a) Subject to the exceptions set forth in Section 7.03(b), with respect to
any particular indemnification claim asserted by the Company Indemnified Parties
under Section 7.02, the particular  Seller who has breached a representation  or
warranty  or  covenant  as to himself or  herself or itself  shall be  primarily
liable  with  respect  to such  claim for the full  amount of such claim and the
non-breaching  Sellers (subject to the further  limitation that the liability of
the Other Selling  Stockholders  shall be several and not joint) shall be liable
with  respect  to such claim  only to the  extent  that the full  amount of such
indemnification claim is not recoverable by the Company Indemnified Parties from
the breaching Seller.

     (b)  Dollar-for-Dollar  Claims.  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,  whether pursuant to this Section 7.03 or otherwise,  and they shall
be entitled to dollar-for-dollar  recovery, in seeking  indemnification from any
Seller  with  respect  to  (i)  Losses  arising  from  fraud  or an  intentional
misrepresentation   on  the  part  of  any  Seller;  (ii)  Losses  arising  from
intentional breach of a covenant by any Seller;  (iii) Losses involving a breach
by a Seller 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  the Sellers 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  proceedingasserted or instituted arising out of any matter
or thing covered by any such covenant or agreement.

<PAGE>

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
Sellers may have in law or equity in the event the Closing does not occur.

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  fullyparticipate  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) any  Seller  and (ii) each  person  (other  than DAKA and its
     Affiliates) to whom any Seller 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.

"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 the  Sellers
     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) tocause 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.

     (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.

<PAGE>

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  thequalification  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  amendor 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.

<PAGE>

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.

Section 8.07 Transfer of Registration Rights

     The  registration  rights of the Sellers 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 Wagenheim c/o       Steven J. Wagenheim
and the Other          2397 Palmer Drive
Selling Stockholders:  New Brighton, MN 53112

with a copy to:        Briggs and Morgan
                       2400 IDS Center
                       Minneapolis, MN 55402
                       Attn:    Avron L. Gordon, Esquire

To Pew:                Arthur E. Pew, III
                       2515 Manitou Island
                       White Bear Lake, MN 55110




<PAGE>

To PDSFC:             PDS Financial Corporation
                      6442 City West Parkway, Suite 300
                      Minneapolis, MN 55344
                      Attn:    David R. Mylrea
                      Chief Operating Officer

To Tenpas:            Douglas B. Tenpas
                      4653 Ewing Avenue South
                      Minneapolis, MN 55410

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


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 Sellers  owning a majority of the
Shares or (except as  otherwise  permitted by Section 8.07 hereof) by any Seller
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 his or her or 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  Sellers  owning a majority of the Shares,  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 and Gender

     The  captions  in this  Agreement  are for  convenience  only and shall not
affect the construction or interpretation  of any term or provision hereof.  The
use in this  Agreement of the  masculine  pronoun in reference to a party hereto
shall be deemed to include the  feminine or neuter  pronoun,  as the context may
require.

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 Sellers owning a majority of the Shares. 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.

Section 9.11. Exhibits and Schedules

     The Exhibits and Schedules to this  Agreement are a part of this  Agreement
as if set forth in full herein. Any reference to this Agreement or any provision
hereof  shall be deemed to include a reference  to the  Schedules  and  Exhibits
hereto.

<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 and
                                           General Counsel

                              DAKA INTERNATIONAL, INC.

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

                              CHAMPPS DEVELOPMENT GROUP, INC.

                              By:      /s/ Steven J. Wagenheim
                              --------------------------------
                                           Steven J. Wagenheim
                                           President


                                       /s/ Steven J. Wagenheim
                                       -----------------------
                                           Steven J. Wagenheim


                                       /s/ Arthur E. Pew, III
                                       ----------------------
                                           Arthur E. Pew, III

                              PDS FINANCIAL CORPORATION

                              By:      /s/ David R. Mylrea
                              ----------------------------
                                           David R. Mylrea
                                           Chief Operating Officer

                              TENPAS

                              By:      /s/ Douglas B. Tenpas
                              ------------------------------
                                           Douglas B. Tenpas

                                      /s/ Kathleen R. Tenpas
                                      ----------------------
                                          Kathleen R. Tenpas
<PAGE>


                   OTHER SELLING STOCKHOLDER'S SIGNATURE PAGE

     The  undersigned  hereby  agrees  to become a party to and be bound by that
certain Stock Purchase  Agreement dated as of March 18, 1996 by and among Casual
Dining  Ventures,  Inc., DAKA  International,  Inc. and certain  stockholders of
Americana Dining Corp., a Minnesota corporation.


Date:    March 19        , 1996                            /s/ Robert Tinsley
       ------------------      ----------------------------------------------
                                                         Name: Robert Tinsley




<PAGE>


                   OTHER SELLING STOCKHOLDER'S SIGNATURE PAGE

     The  undersigned  hereby  agrees  to become a party to and be bound by that
certain Stock Purchase  Agreement dated as of March 18, 1996 by and among Casual
Dining  Ventures,  Inc., DAKA  International,  Inc. and certain  stockholders of
Americana Dining Corp., a Minnesota corporation.


Date:    March 19        , 1996                            /s/ Donald Johansen
       ------------------      -----------------------------------------------
                                                        Name:  Donald Johansen





<PAGE>


                   OTHER SELLING STOCKHOLDER'S SIGNATURE PAGE

     The  undersigned  hereby  agrees  to become a party to and be bound by that
certain Stock Purchase  Agreement dated as of March 18, 1996 by and among Casual
Dining  Ventures,  Inc., DAKA  International,  Inc. and certain  stockholders of
Americana Dining Corp., a Minnesota corporation.


Date:    March 19           , 1996                         /s/ Sterling Brazier
-------------------------------------------------------------------------------
                                                        Name:  Sterling Brazier





<PAGE>


                   OTHER SELLING STOCKHOLDER'S SIGNATURE PAGE

     The  undersigned  hereby  agrees  to become a party to and be bound by that
certain Stock Purchase  Agreement dated as of March 18, 1996 by and among Casual
Dining  Ventures,  Inc., DAKA  International,  Inc. and certain  stockholders of
Americana Dining Corp., a Minnesota corporation.


Date:    March 21        , 1996                            /s/ Timothy Cary
       ------------------      --------------------------------------------
                                                        Name:  Timothy Cary





<PAGE>


                   OTHER SELLING STOCKHOLDER'S SIGNATURE PAGE

     The  undersigned  hereby  agrees  to become a party to and be bound by that
certain Stock Purchase  Agreement dated as of March 18, 1996 by and among Casual
Dining  Ventures,  Inc., DAKA  International,  Inc. and certain  stockholders of
Americana Dining Corp., a Minnesota corporation.


Date:    March 19        , 1996                          /s/ Anthony F. Kroeten
       ------------------      ------------------------------------------------
                                                       Name: Anthony F. Kroeten





<PAGE>


                   OTHER SELLING STOCKHOLDER'S SIGNATURE PAGE

     The  undersigned  hereby  agrees  to become a party to and be bound by that
certain Stock Purchase  Agreement dated as of March 18, 1996 by and among Casual
Dining  Ventures,  Inc., DAKA  International,  Inc. and certain  stockholders of
Americana Dining Corp., a Minnesota corporation.


Date:    March 20     , 1996                             /s/ Debra Kroph Mastin
       ---------------      ---------------------------------------------------
                                                      Name:  Debra Kroph Mastin





<PAGE>


                   OTHER SELLING STOCKHOLDER'S SIGNATURE PAGE

     The  undersigned  hereby  agrees  to become a party to and be bound by that
certain Stock Purchase  Agreement dated as of March 18, 1996 by and among Casual
Dining  Ventures,  Inc., DAKA  International,  Inc. and certain  stockholders of
Americana Dining Corp., a Minnesota corporation.


Date:    March 22        , 1996                                /s/ Court Hawley
       ------------------      ------------------------------------------------
                                                             Name: Court Hawley





<PAGE>


                   OTHER SELLING STOCKHOLDER'S SIGNATURE PAGE

     The  undersigned  hereby  agrees  to become a party to and be bound by that
certain Stock Purchase  Agreement dated as of March 18, 1996 by and among Casual
Dining  Ventures,  Inc., DAKA  International,  Inc. and certain  stockholders of
Americana Dining Corp., a Minnesota corporation.


Date:    March 21       , 1996                                 /s/ Eric LaClair
       -----------------      -------------------------------------------------
                                                             Name: Eric LaClair





<PAGE>


                   OTHER SELLING STOCKHOLDER'S SIGNATURE PAGE

     The  undersigned  hereby  agrees  to become a party to and be bound by that
certain Stock Purchase  Agreement dated as of March 18, 1996 by and among Casual
Dining  Ventures,  Inc., DAKA  International,  Inc. and certain  stockholders of
Americana Dining Corp., a Minnesota corporation.


Date:    March 19        , 1996                                 /s/ Sally Touve
-------------------------------------------------------------------------------
                                                              Name: Sally Touve





<PAGE>


                   OTHER SELLING STOCKHOLDER'S SIGNATURE PAGE

     The  undersigned  hereby  agrees  to become a party to and be bound by that
certain Stock Purchase  Agreement dated as of March 18, 1996 by and among Casual
Dining  Ventures,  Inc., DAKA  International,  Inc. and certain  stockholders of
Americana Dining Corp., a Minnesota corporation.


Date:    March 18        , 1996                             /s/ Mitchel Wachman
       ------------------      ------------------------=-----------------------
                                                         Name:  Mitchel Wachman





<PAGE>


                   OTHER SELLING STOCKHOLDER'S SIGNATURE PAGE

     The  undersigned  hereby  agrees  to become a party to and be bound by that
certain Stock Purchase  Agreement dated as of March 18, 1996 by and among Casual
Dining  Ventures,  Inc., DAKA  International,  Inc. and certain  stockholders of
Americana Dining Corp., a Minnesota corporation.


Date:    March 19        , 1996                                /s/ Edmund Fadel
-------------------------------------------------------------------------------
                                                             Name: Edmund Fadel





<PAGE>


                   OTHER SELLING STOCKHOLDER'S SIGNATURE PAGE

         The undersigned hereby agrees to become a party to and be bound by that
certain Stock Purchase  Agreement dated as of March 18, 1996 by and among Casual
Dining  Ventures,  Inc., DAKA  International,  Inc. and certain  stockholders of
Americana Dining Corp., a Minnesota corporation.


Date:    March 18       , 1996                              /s/ David W. Walker
       -----------------      ---------------=---------------------------------
                                                          Name: David W. Walker





<PAGE>






                                    EXHIBIT A

                 CERTAIN STOCKHOLDERS OF AMERICANA DINING CORP.



                                 Robert Tinsley
                                 Donald Johansen
                                Sterling Brazier
                                  Timothy Cary
                                 Anthony Kroeten
                               Debra Kropf Mastin
                                  Court Hawley
                                  Eric LaClair
                                   Sally Touve
                               Mitchel I. Wachman
                                 Edmund F. Fadel
                                  David Walker