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                                                                    Exhibit 10.6

                     [LETTERHEAD OF MAGIC RESTAURANTS, INC.]

                                December 27, 1996

Teleferscot International Limited
26 Vivian Way
Hamsted London N20AE

      Re:   In re: Magic Restaurants, Inc., et al; Case No. 95-376, etc., in the
            United States Bankruptcy Court for the District of Delaware

Dear Sirs:

            This letter will confirm the agreement ("Agreement") and firm
commitment by Teleferscot International Limited ("Teleferscot") to provide
permanent financing to Magic Restaurants, Inc. ("MRI") and certain of its
subsidiaries, in connection with the contemplated confirmation of MRI's Second
Amended Plan of Reorganization (as presently filed or as subsequently amended,
the "Plan"). We have agreed as follows:

            1. Teleferscot has previously advanced $400,000 to MRI pursuant to a
      debtor-in-possession loan (the "DIP Loan"). The DIP Loan was approved, on
      an interim basis, by the United States Bankruptcy Court for the District
      of Delaware ("Bankruptcy Court") by Order dated November 27, 1996. A final
      hearing to approve the DIP Loan is scheduled to take place in the
      Bankruptcy Court on December 30, 1996. MRI will seek authorization at that
      hearing to borrow up to US $3.3 million from Teleferscot pursuant to the
      DIP Loan.

            2. If the Bankruptcy Court approves the DIP Loan on a final basis
      and MRI is authorized to borrow US $3.3 million thereunder, Teleferscot
      agrees that it will promptly advance to MRI such amounts as MRI may
      request be advanced from time to time, up to a total principal advance
      (counting the $400,000 outstanding on this date) of US $3.3 million.

            3. All advances committed to be made by Teleferscot to MRI hereunder
      shall be made so as to be received by MRI in available domestic funds no
      later than January 20, 1997.

            4. The terms of the DIP Loan to Teleferscot shall be those terms set
      forth in the credit agreement and order signed by the Bankruptcy Court on
      November 27, 1996, with such other amendments or modifications as may be
      made to the credit agreement at the final
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      hearing on the DIP Loan. You have previously been provided a copy of the
      November 27, 1996 order of the Bankruptcy Court, including the
      accompanying credit agreement.

            5. You have previously been provided and have reviewed a copy of the
      Plan, including all technical amendments and modifications made to the
      Plan through and including December 5, 1996. The DIP Loan you have made
      and have committed to make in the future constitutes the "Post-petition
      Series B Notes" referred to under the Plan. You agree to consent to the
      treatment of your claims from the DIP Loan set forth in Article III.A.1.d.
      of the Plan.

            6. Exclusive venue regarding any dispute between you and MRI arising
      out of or relating to this Agreement, the Plan, or the DIP Loan shall lie
      in the Bankruptcy Court. You agree to submit to the jurisdiction of the
      Bankruptcy Court for any action arising out of or relating to this
      Agreement, the Plan, or the DIP Loan.

            7. You acknowledge and agree that MRI and its creditors are relying
      on your commitment to fully fund the DIP Loan, and that the interests of
      MRI and its creditors may be materially adversely affected if you fail to
      fulfill your commitment.

            Please counter-sign this letter to indicate your acknowledgment and
agreement to the terms of this Agreement, and return a copy to me at the
earliest possible time.

                                    Yours very truly,


                                    /S/

                                    Charles Olson, Jr., Chief Executive Officer
                                    Magic Restaurants, Inc.


AGREED:

TELEFERSCOTT INTERNATIONAL LIMITED


By: /S/
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