ASSET PURCHASE AGREEMENT

                                     BETWEEN

                             AMERICANA DINING CORP.,

                                    AS SELLER

                                       AND

                          NEW BRIGHTON VENTURES, INC.,

                                    AS BUYER

                             DATED: March ___, 1996



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                                TABLE OF CONTENTS
Exhibits:

Exhibit A:        Sublease Agreement
Exhibit B:        Sub-License Agreement
Exhibit C:        Promissory Note
Exhibit D:        Security Agreement
Exhibit E:        Assignment of Contracts, Licenses, Permits, Agreements,
                    Warranties and Approvals
Exhibit F:        Stock Pledge Agreement
Exhibit G:        Limited Guaranty
Exhibit H:        Opinion of Seller Counsel
Exhibit I:        Lessor Consent and Certificate
Exhibit J:        Opinion of Buyer's Counsel
Exhibit K:        Interim Management Agreement

Schedules:

Schedule I:       Assumed Contracts
Schedule II:      List of Furniture, Fixtures and Equipment
Schedule III:     Permitted Encumbrances


<PAGE>


                            ASSET PURCHASE AGREEMENT


     This Asset Purchase Agreement (the "Agreement") is made and entered into as
of the ___ day of March, 1996, by and between:
   
(a) Americana Dining Corp., a Delaware corporation (the "Seller").
(b) New Brighton Ventures, Inc., a Minnesota corporation (the "Buyer").

                                    RECITALS
         WHEREAS,  Seller  presently  operates a restaurant and on-sale beverage
business  (collectively,  the  "Restaurant")  located at 2397 Palmer Drive,  New
Brighton, Minnesota 55112 (the "Location").

         WHEREAS,  Seller owns  furniture,  fixtures,  equipment  and  leasehold
improvements,  goodwill and other general  intangibles  at the  Location.  Buyer
desires to purchase and have assigned and transferred to it such assets.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants hereinafter contained,  it is hereby agreed by and between the parties
as follows:


                                    ARTICLE

                              CERTAIN DEFINITIONS

Section 1
Definitions

     For purposes of this Agreement, the following terms shall have the meanings
set forth below: "Assumed Obligations" means:
         
All  obligations  accruing  from and after  the Date of  Closing  (as  hereafter
defined)  under the Sublease  and under the other  leases,  contracts,  purchase
agreements,  permits,  licenses  and other  obligations  described on Schedule I
attached  hereto and other  similar or  replacement  agreements  entered into by
Seller in the  ordinary  course of  business  of  operating  the  Restaurant  in
accordance  with past practice  between the date hereof and the Date of Closing,
including,  without  limitation,  all base rent, common area charges,  operating
expenses and other similar costs, expenses, obligations and liabilities accruing
under such agreements from and after the Date of Closing.

All Taxes (as  defined  below)  incurred by or on behalf of Buyer from and after
the Date of Closing in connection  with the operation of the Restaurant from and
after the Date of Closing.

The  fees and expenses payable by Buyer under Section 14.8 below.

To the extent not included above, any and all debts, liabilities and obligations
which  arise,  result  from,  or  relate  in any  way to  the  operation  of the
Restaurant by Buyer following the Date of Closing, including all amounts due any
employees employed in connection with the operation of business conducted on the
Location from and after the Date of Closing, including,  without limitation, all
salaries,  wages and other amounts due such  employees and all employee  payroll
deductions  such as FICA,  state and  federal  withholding  taxes,  unemployment
compensation  taxes,  union or other  required  payments or  deductions  and all
vacation or sick leave benefits or pay (but only to the extent that such amounts
relate to services  performed  by such  employees  at the Location or such other
location as previously  designated by Mr.  Wagenheim  from and after the Date of
Closing).  "Main Lease" means the  following:  (a) Lease  Agreement  dated as of
October 17, 1990 between  Daniel W.  Engelsma,  Bruce W.  Engelsma and Philip F.
Boelter,  as Trustees of the Lloyd Engelsma 1984 Family Trust,  underIrrevocable
Trust  Agreement  dated June 20, 1984, as Lessor (the "Main  Lessor") and Renard
Ventures,  II, Ltd.,  as Tenant.  (b) Amendment to Lease  Agreement  dated as of
January 7, 1991. (c) Amendment to Lease Agreement dated as of February 26, 1991.
(d)  Assignment of Lease,  Acceptance  or  Assignment  and Consent to Assignment
between Renard Ventures, II, Ltd. and Champps Entertainment,  Inc. (e) Amendment
No. 3 to Lease Agreement  executed as of February 12, 1992 by the Sub-Lessor and
the Main Lessor.  "Sublease" means the Sublease Agreement to be executed between
Buyer and Seller as of the Date of Closing in substantially  the form of Exhibit
A attached hereto.  "Taxes" means all federal,  state, local, foreign, and other
taxes, including, without limitation, income taxes, estimated taxes, alternative
minimum taxes,  excise taxes,  sales taxes, use taxes,  value-added taxes, gross
receipts  taxes,   franchise   taxes,   capital  stock  taxes,   employment  and
payroll-related  taxes,  withholding  taxes,  stamps taxes,  transfer  taxes and
windfall  profit  taxes,  whether  or not  measured  in  whole or in part by net
income,and all deficiencies,  or other additions,  including interest, fines and
penalties


                                    ARTICLE

                          SALE AND PURCHASE OF ASSETS

Section 2
Property to be Sold
              
Seller,  in consideration  of the covenants and agreements of Buyer  hereinafter
set forth,  does hereby agree to sell,  transfer,  assign and convey unto Buyer,
its successors and assigns,  the business and goodwill of the Restaurant and the
tangible  operating  assets located at the Location and used in the operation of
the Restaurant (collectively,  the "Assets") (exclusive,  however, of the assets
described in Section 2.3 below), including, but not limited to the following:

The furniture  fixtures and equipment  described on Schedule II attached  hereto
and all furniture, fixtures, equipment,  furnishings,  maintenance equipment and
leasehold  improvements,   all  trade  fixtures,   furnishings,   machinery  and
equipment,  cooking utensils,  glassware,  dishes,  silverware, and supplies and
other  personal  property  located on or about the Location or used by Seller in
the operation of the Restaurant at the Location.

Customer lists,  vendor lists,  operating paper goods and business forms, rights
to telephone  numbers and directory  listings and goodwill  associated  with the
Restaurant.

The Seller's interest,  if any, in the service and maintenance  contracts,  real
estate and equipment leases,  permits and licenses and other contracts,  permits
and licenses  pertaining to the operation of the  Restaurant at the Location and
described on Schedule I hereto.


Section 2
"AS-IS" PURCHASE

IT IS EXPRESSLY  UNDERSTOOD  AND AGREED THAT BUYER HAS FULLY EXAMINED THE ASSETS
AND  HAS  RELIED  ON  ITS  OWN  DISCRETION  AND  JUDGMENT  WITH  REGARD  TO  THE
TRANSACTIONS  CONTEMPLATED  HEREUNDER.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE
ASSETS   HAVE  BEEN  SOLD  ON  AN  "AS  IS"  AND  "WHERE  IS"  BASIS,   WITH  NO
REPRESENTATIONS OR WARRANTIES OF SELLER OF ANY KIND, TYPE OR NATURE,  INCLUDING,
WITHOUT  LIMITATION,  ANY  REPRESENTATION OR WARRANTY REGARDING THE VALUE, PAST,
PRESENT OR FUTURE INCOME,  COMPLIANCE WITH SPECIFICATIONS,  SIZE, LOCATION, AGE,
USE, MERCHANTABILITY,  DESIGN, QUALITY,  DESCRIPTION,  DURABILITY,  OPERATION OR
CONDITIONS OF THE ASSETS, WHETHER VISIBLE OR NOT.


Section 2
Excluded Assets

Buyer and Seller  expressly  understand  and agree that Seller has not agreed to
sell,  assign,  transfer or convey (a) Seller's  corporate  minute  book,  stock
books,accounts  receivable  and other  rights  to  payment,  bonds  and  savings
certificates and bank accounts, (b) all trade names, trademarks,  service marks,
symbols,  logos, copyrights and other proprietary materials or trade rights used
by Seller in the operation of the Restaurant and all registrations, applications
and licenses for any of the foregoing, it being understood that Buyer and Seller
will,  on  the  Date  of  Closing,   enter  into  a  Sub-License   Agreement  in
substantially   the  form  attached  hereto  as  Exhibit  B  (the   "Sub-License
Agreement") whereby Buyer will obtain certain rights to use the foregoing in the
operation  of the  Restaurant  under the terms and  conditions  set forth in the
Sub-License Agreement, and (c) all cash and cash equivalents except as otherwise
provided in Article IV hereof.


Section 2
Assets to be Transferred Free and Clear

The Assets to be transferred  by Seller to Buyer shall be  transferred  free and
clear of all liabilities,  obligations,  security  interests,  and encumbrances,
except  for the  security  interests  and  encumbrances  of  Seller  ("Permitted
Encumbrances") set forth on Schedule III attached hereto.


Section 2
Assumption of Liabilities

Buyer, in consideration of the covenants and agreements of Seller hereinafterset
forth, does hereby agree to assume and perform the Assumed Obligations.


                                    ARTICLE

                                 PURCHASE PRICE



Section 3
Purchase Price and Payment

Buyer, in consideration of the covenants and agreements of Seller, hereby agrees
to pay to Seller as and for the purchase price for the Assets  (exclusive of the
price of inventory and cash-on-hand as provided in Article IV hereof) the sum of
ONE MILLION THREE HUNDRED FIFTY  THOUSAND AND NO/100 DOLLARS  ($1,350,000)  (the
"Purchase  Price"):  (a) The sum of $70,000  shall be due and payable in cash or
certified  funds on the Date of Closing.  (b) The balance of the Purchase  Price
(to wit:  $1,280,000)  shall be  payable in the form of a  promissory  note (the
"Note") to be executed and delivered as of the Date of Closing in  substantially
the form of Exhibit C attached hereto.  Payment and performance of Note shall be
secured by the  following  documents  to be  executed as of the Date of Closing:
@Style #7@ (i) Security  Agreement (the "Security  Agreement") to be executed by
the Buyer in  substantially  the form of Exhibit D attached  hereto.  @Style #7@
(ii)  Assignment of Contracts,  Licenses,  Permits,  Agreements,  Warranties and
Approvals  (the  "Assignment  of  Contracts") to be executed by the Buyer in the
form of Exhibit E attached  hereto.  (iii) Stock  Pledge  Agreement  (the "Stock
Pledge Agreement") to be executed by Steven J. Wagenheim, and other stockholders
of Buyer in the form of  Exhibit F  attached  hereto.  @Style  #7@ (iv)  Limited
Guaranty (the "Limited Guaranty") be executed by Steven J. Wagenheim in the form
of Exhibit G attached hereto.


Section 3
Allocation of Purchase Price

Buyer and Seller shall  attempt in good faith to reach an agreement on or before
the Date of Closing with regard to the  allocation of the Purchase Price between
the Assets to be acquired hereunder. The Purchase Price shall be allocated among
the Assets in  accordance  with the  agreement of the parties.  Seller and Buyer
shall prepare their  federal,  state,  local and foreign tax returns in a manner
which is  consistent  with  allocation  to be prepared in  accordance  with this
Agreement,  and,  to  the  extent  applicable,  shall  comply  with,  andfurnish
information  required by,  Section 1060 of the Tax Code of 1986 and the treasury
regulations thereunder.


                                    ARTICLE

                           INVENTORY AND CASH-ON-HAND

Buyer  shall  purchase  on the Date of Closing,  and Seller  shall sell,  all of
Seller's  inventory of non-obsolete  food,  miscellaneous  saleable products and
beverages  (the  "Inventory")  located within the Location based on an inventory
taken the night  prior to the Date of  Closing by  representatives  of Buyer and
Seller.  Such  inventory  of assets and  supplies  shall be in writing and shall
describe the quantity of each item  constituting  a part of the  Inventory.  The
Inventory shall be valued at the Seller's  invoice prices,  except that unusable
or obsolete  supply shall be written to zero value.  The price of the Inventory,
as  determined  in  accordance  with this  Article IV,  shall be accepted by the
parties  on the Date of  Closing  and  shall be paid by Buyer,  in cash,  within
fifteen (15) days from the Date of Closing.  In addition to the  foregoing,  the
Buyer shall  tender cash to Seller on the Date of Closing in an amount  equal to
the  Restaurant's  cash-on-hand  (consisting of so-called  "change funds" at the
Location) and such cash-on-hand  shall be transferred to Buyer as of the Date of
Closing.


                                    ARTICLE

                                   PRORATION

The following  items  relating to the Assets will be prorated  between Buyer and
Seller as of the Closing Date:

Pre-paid  lease and service  contracts  and other items assumed by Buyer (except
that there shall be no proration of prepaid fees under any management contract).

Water and other utility charges,  assignable deposits, rent and all other common
area maintenance charges due under the Main Lease.

Prepaid  liquor  and food  license  fees and other  fees and other  charges  for
licenses  and  permits  assigned by Seller to Buyer (but only to the extent that
such  licenses and permits are  assignable  by Seller to Buyer under  applicable
law).
                           
Vacation pay and employee wages.
                           
All other items customarily prorated and adjusted in connection with the sale of
property of the type  contemplated  by this Agreement.  All prorations  required
under this Article V shall be  allocated so that items  relating to time periods
prior to the  Closing  Date will be  allocated  to Seller and items  relating to
timeperiods  beginning  on or after the Closing  Date will be allocated to Buyer
(but only to the extent  that such  assets are part of the  Assets  acquired  by
Buyer hereunder and such liabilities are part of the Assumed Obligations assumed
by Buyer).  Seller shall provide  Buyer with its written  estimate of the amount
payable by Buyer or Seller,  as the case may be, under this Article V within ten
(10) days of the Date of Closing. Buyer and Seller shall negotiate in good faith
to resolve any disagreements  concerning the adjustments contemplated under this
Article V prior to the Date of Closing. In the event that the parties are unable
to resolve any such disagreement  within fifteen (15) days following delivery to
Buyer of Seller's  estimate,  then, in such event,  the parties shall submit the
dispute  to  a  mutually   accepted   independent   accountant  (the  "Reviewing
Accountant") to resolve such  disagreement.  Any  determination by the Reviewing
Accountant  shall be completed by no later than ninety (90) days  following  the
submission of the matter and shall be final, binding and conclusive with respect
to the  matters in dispute,  absent  fraud or  manifest  error.  The fees of the
Reviewing Accountant shall be proportioned equally between Buyer and Seller. The
net amount of the  prorations  required  hereunder  shall be settled and paid in
cash on or before  the later of (a) June 1,  1996or (b) if prior to June 1, 1996
these  matters  are  submitted  to the  Reviewing  Accountant,  within five days
following  receipt  of the  report  of the  Reviewing  Accountant.  If any terms
prorated as of the Date of Closing are based on  estimates  (including,  without
limitation,  percentage rents and common area charges under the Main Lease) such
proration  shall be  adjusted  at such  time as the  final  adjustments  of such
payments  are made and any amounts  due Seller or Buyer,  as the case may be, on
account  thereof  shall be paid in cash  within  ten (10)  days  following  such
adjustment.


                                    ARTICLE

                                    CLOSING



Section 6
Date of Closing

The date of closing  ("Date of Closing" or "Closing  Date")  shall occur at 9:00
a.m. on April 1, 1996. The closing shall take place at the offices of Briggs and
Morgan, 2400 IDS Center,  Minneapolis,  Minnesota, or at such other place as the
parties may agree. Buyer shall assume possession of the Restaurant and Assets at
the Location as of midnight on March 31, 1996.


Section 6
Deliveries of Seller

At the closing, Seller shall deliver the following documents to Buyer:
                           
Such  bills  of  sale,   assumptions  of  obligations,   assignments  and  other
instruments of transfer, in form and substance reasonably satisfactory to Buyer,
as shall be  sufficient  to transfer to Buyer all of Seller's  right,  title and
interest in and to the Assets and all Assumed Obligations.

Certified  resolutions  of Seller's  Board of  Directors  to  evidence  Seller's
authority  to execute,  deliver and perform  this  Agreement  and the  documents
required to consummate the transactions contemplated by this Agreement.

An opinion of counsel for Seller in  substantially  the form attached  hereto as
Exhibit H.
                           
An executed Sublease, together with an executed consent and estoppel certificate
from the Main Lessor in substantially the form of Exhibit I attached hereto.

An executed  Sub-License,  substantially in the form of Exhibit B, together with
the  consent  thereto  of  Champps  Entertainment,  Inc.  in form and  substance
reasonably  acceptable  to Buyer.  The  instruments  of transfer to be delivered
under this Section 6.2 shall (i) be in the form and will contain the warranties,
covenants and other  provisions  which are usual and customary for  transferring
the type of property  involved under the laws of  thejurisdiction  applicable to
such transfer (provided,  however,  that such warranties and covenants shall not
expand or be otherwise  inconsistent with any of the representations,  covenants
or  warranties  of this  Agreement),  (ii) be in form and  substance  reasonably
satisfactory to Buyer and its counsel,  and (iii) effectively vest in Buyer good
and marketable title to all the Assets free and clear of all liens, restrictions
and encumbrances other than the Permitted Encumbrances.


Section 6
Deliveries of Buyer

At the closing,  the Buyer (or Mr. Wagenheim,  as appropriate)  shall deliver to
Seller the following:
                           
The Note, Security Agreement, Assignment of Contracts (together with one or more
completed  UCC-1  financing  statements  suitable for filing with the  Minnesota
Secretary of State and such local filing offices as Seller may determine).
                           
The Sublease.
                           
The  Limited  Guaranty  and  Stock  Pledge  Agreement  (together  with  original
certificates representing all issued and outstanding capital stock of Buyer with
stock  powers  executed in blank).  Certified  resolutions  of Buyer's  Board of
Directors and sole shareholder to evidence Buyer's authority to execute,delivery
and perform this  Agreement,  the Note,  Security  Agreement  and  Assignment of
Contracts  and the other  documents  required  to  consummate  the  transactions
contemplated by this Agreement. An opinion of counsel for Buyer in substantially
the form of Exhibit J attached hereto.  Insurance certificate showing that Buyer
has in effect  insurance in compliance with the Note and Security  Agreement and
naming  the  Seller as loss  payee on  casualty  policies  and as an  additional
insured party on liability  policies.  Such other  documents,  certificates  and
instruments  as may be  reasonably  requested by Seller in  connection  with the
transactions contemplated hereby.


Section 6
Collection of Accounts Receivable

From and after  the Date of  Closing,  Buyer  shall  use  reasonable  commercial
efforts in accordance  with usual and customary  business  procedures to collect
for the  account of Seller the balance due under all credit card sales and other
accounts receivable  generated by Seller in connection with the operation of the
Restaurant prior to the Date of Closing; provided, however, that Buyer shall not
be obligated to Seller in any way for the collection of the  accountsreceivables
other than for the actual  accounting to Seller of the money  actually  received
for the account of Seller  subsequent  to the  Closing  Date and for a period of
sixty (60) days thereafter.  All amounts  collected by the Buyer for the account
of Seller under this Section 6.4 shall be immediately  remitted to Seller. It is
understood  and agreed that Buyer shall not be required to institute  litigation
or other collection actions with respect to any of Seller's account debtors.


                                    ARTICLE

                              CONDUCT OF BUSINESS



Section 7
Conduct of Business up to Closing Date

During the period  between the date hereof and the Closing  Date,  Seller agrees
that it will  continue  to operate  the  Restaurant  diligently  and only in the
ordinary  course of  business.  Seller will not take any action which will cause
any material  change in the  operations of the  Restaurant or in the  properties
utilized  in its  operations,  other  than  changes  in the  ordinary  course of
business. Seller agrees to:
                           
Use its best efforts to preserve intact for Buyer the Restaurant's  business and
employees and the favor of the customers,  suppliers and others having relations
with the  Restaurant in  connection  with the  operation  thereof.  Refrain from
making any sale or  disposition  of any asset or  property to be acquired by the
Buyer hereunder  other than in the ordinary course of business,  from purchasing
any capital asset relating to the Restaurant  costing more than $25,000 and from
mortgaging,  pledging,  subjecting to a lien or otherwise encumbering any of the
properties or assets to be acquired by Buyer hereunder.  Refrain from making any
change in the compensation  payable or to become payable to any of the employees
of the  Restaurant.  Promptly  notify  Buyer of any  breach or default by Seller
under the terms of this Agreement.


Section 7
Authorization from Others

Prior to the Closing Date, Seller will use its best efforts, but without cost to
Seller, to obtain, the consent of the Lessor to the Sublease  contemplated under
sub-paragraph  (d) of Section 6.2 above and all other  authorizations,  consents
and  permits  of others  required  to permit the  consummation  by Seller of the
transactions contemplated by this Agreement.


Section 7
Consummation of Agreement

Seller shall use its best  efforts,  but without cost to Seller,  to perform and
fulfill all conditions and obligations on its part to be performedand  fulfilled
under this  Agreement,  to the end that the  transactions  contemplated  by this
Agreement shall be fully carried out.


Section 7
Non-Competition

Seller agrees that, so long as the  Sub-License  remains in effect in accordance
with its terms,  Seller will not,  without the express written consent of Buyer,
within  seven (7) miles from the  Location,  directly or  indirectly,  engage or
participate  in the ownership,  operation,  licensing,  franchising  (whether as
owner, part-owner,  shareholder, partner or otherwise) of restaurants that Buyer
is able to show are substantially similar in trade dress and concept to "Champps
Americana"  restaurants,  as such trade dress and concept is  incorporated as of
the Date of Closing in the Restaurant,  except for any such restaurants that are
currently  in  operation;  provided,  however,  that  Seller  may  make  passive
investments  in a  competitive  enterprise,  the  shares of which  are  publicly
traded, if such investment  constitutes less than one percent (1%) of the equity
of such enterprise.  Without implied  limitation,  the foregoing  covenant shall
include: (i) until March 1, 1997 not hiring for or on behalf of Seller or any of
its  affiliates  any officer or employee of Buyer;  and (ii) not  soliciting for
hire by Seller or any of its  affiliates any officer or employee of Buyer or any
ofits  affiliates and not  encouraging  for or on behalf of Seller or any of its
affiliates  any  officer,  employee,  licensee,  franchisee,  supplier  or other
service provider to terminate his or her  relationship  with Buyer or any of its
affiliates.


Section 7
Employees
                    
Except as may be  otherwise  agreed  by the  parties  as a result of good  faith
negotiation,  Seller shall use its best efforts,  but without cost to Seller, to
insure that all existing  employees of the  Restaurant  employed at the Location
will,  if  required  by Buyer on or prior  to the  Date of  Closing,  remain  as
employees following the Date of Closing  contemplated  herein. It is anticipated
and agreed that such existing  employees of Seller will become  employees of the
Buyer as of the Date of Closing.  Buyer shall offer  employment to all employees
of the Restaurant  employed at the Location  except those listed on the schedule
set forth in clause (b) below and all such employees who accept Buyer's offer of
employment  shall  become  employees  of Buyer as of the  Date of  Closing.  The
parties  acknowledge  and agree  that  Buyer  shall not  acquire  any  rights or
interests  of Seller in, or assume or have any  obligations  or  liabilities  of
Seller  under,  any  employee  benefit  plans of Seller  with the  exception  of
vacationsaccrued   but  not  taken  as  of  the  Date  of   Closing.   Under  no
circumstances,  however,  shall the Buyer be obligated to retain any of Seller's
existing employees following the Date of Closing.

Not later than March 15, 1996, Buyer shall provide Seller with a schedule of the
employees,  if any, that will not be offered  employment by the Buyer  following
the Date of Closing. If required by the Buyer prior to closing,  Seller shall be
free in its sole  discretion to either  re-assign or terminate the employment of
the employees identified by Buyer on such schedule. Seller warrants that it will
not,  without the prior  written  consent of Buyer,  enter into any  contract of
employment (except for the employment of hourly employees in the ordinary course
of business) with respect to any employees of the Restaurant.

Notwithstanding  the foregoing,  Buyer acknowledges that Seller has not provided
the existing  employees of the Restaurant with a notice of employment loss under
the Worker Adjustment and Retraining  Notification Act, 29 U.S.C.  ss.2101,  et.
seq.,  on the basis of the  understanding  and agreement of the parties that the
transaction contemplated hereunder willnot result in an "employment loss" within
the meaning of such statute.


Section 7
Removal of Assets
                         
Seller  shall not remove  from the  Location  any of the  physical  Assets to be
purchased  hereunder  (except  for  items  replaced  in the  ordinary  course of
business with items of equivalent value).


Section 7
Access

Seller shall permit the Buyer,  and its agents or  employees,  to have access to
the Restaurant  during ordinary  business hours for the purpose of observing the
operation  of  the  Restaurant  and  reviewing  the  books  and  records  of the
Restaurant,  all at the sole cost and expense of Buyer.  Under no  circumstances
shall Buyer participate in the management of the Restaurant prior to closing and
under no  circumstances  shall the Buyer have any  liability for any disputes or
damages arising from such management.


Section 7
Termination of Management Agreements

Seller shall, on or before the Date of Closing, and as a condition of closing:
                       
Terminate all existing  management  contracts or agreements  with respect to the
Restaurant.
                       
Except for the Permitted  Encumbrances,  obtain a release or  termination of any
liens or  encumbrances  on any ofthe Assets to be acquired under this Agreement,
including,  without limitation, the release or termination of that certain UCC-1
financing  statement  executed  by  Seller in favor of DAKA  International  Inc.
("DAKA") as ---- filed with the  Minnesota  Secretary of State on March 30, 1994
as File Number 1661931.
                       
Obtain the  consent of the  current  mortgagee  under that  certain  Combination
Mortgage,  Security  Agreement and Fixture Filing executed by Seller in favor of
DAKA on or about March 28, 1994.
                       
Subject to all applicable  provisions of Article I hereof,  pay and discharge as
the same become due, all of Seller's trade obligations and liabilities  required
to be paid on or prior to the Closing  Date with  respect to Seller's  ownership
and operation of the Restaurant, including, but not limited to:
                               
All amounts due vendors or other persons  providing goods,  supplies or services
to the Restaurant.

All utilities, including sewer, water, gas, electric and other services.

All amounts due any lessor under any lease for the  Restaurant as of the Closing
Date and as of any possession  date of the Restaurant as basic rent,  commonarea
expense,  percentage  rent or other payment or charge required to be made by the
lessee or sublessee  thereunder,  it being  understood  between Seller and Buyer
that there shall be a pro rata and per diem adjustment  between Seller and Buyer
of said liabilities under such lease.

All  amounts  due  Seller's  employees,  including  salaries,  wages  and  other
emoluments  due such employees as of the Closing Date,  also including  employee
payroll   deductions  such  as  FICA,  state  and  federal   withholding  taxes,
unemployment compensation taxes, union or other required payments or deductions,
accrued employees' vacation pay or sick leave benefits.



                                    ARTICLE

                           ASSUMPTION OF LIABILITIES

Buyer  shall  assume  on  the  Date  of  Closing  all  obligations,  duties  and
liabilities  arising  under or with  respect to any of the Assumed  Obligations.
Seller and Buyer  acknowledge  and agree that Buyer has not agreed to assume any
of Seller's liabilities and obligations except for the Assumed Obligations.  The
assumption of the  AssumedObligations  by Buyer  hereunder shall not enlarge any
rights of third parties under contracts or arrangements with Buyer or Seller and
nothing  herein shall  prevent any party from  contesting in good faith with any
third party any of said liabilities.  Except as expressly provided herein, Buyer
does not and shall not assume any  liabilities  or  obligations of the Seller or
any other person, corporation, partnership, or entity, incurred as a consequence
of the  ownership  of the Assets or as a  consequence  of the  operation  of the
Restaurant or as a consequence  of this  Agreement or the sale,  assignment  and
transfer  contemplated  hereunder.   Without  limiting  the  generality  of  the
foregoing, it is understood and agreed that Buyer shall not assume and shall not
pay any of the following liabilities:
                           
Liabilities  incurred  by  Seller in  connection  with  this  Agreement  and the
transactions  provided for herein (including,  without  limitation,  counsel and
accountant's  fees, and expenses  pertaining to the performance by Seller of its
obligations hereunder).
                           
Except as provided in Section 14.8 below,  Taxes of Seller (whether  relating to
periods before or after the Date of Closing),  including any liability for Taxes
arising out of any transferee liability.
                           
Liabilities  of Seller with  respect to any  options,  warrants,  agreements  or
convertible  or other  rights to acquire any shares of its capital  stock of any
class.

Liabilities  in  connection  with or relating  to all  actions,  suits,  claims,
proceedings,  demands,  assessments and judgments,  costs, losses,  liabilities,
damages,  deficiencies  and expenses  (whether or not arising out of third-party
claims),  including,  without  limitation,   interest,   penalties,   reasonable
attorneys' and accountants' fees and all amounts paid in investigation,  defense
or settlement of any of the foregoing.


                                    ARTICLE

                                   CONDITIONS



Section 9
Conditions to Obligations of Seller

Unless waived by Seller in writing, the obligations of Seller to sell the Assets
are subject to the  satisfaction  on or prior to the Closing Date of each of the
following conditions:
                           
Buyer shall have  delivered  to Seller the  documents  and items  identified  in
Section 6.3 hereof.
                           
Buyer  shall  have  complied  in  all  material  respects  with  the  covenants,
agreements and conditions of Buyer contained  herein to be performed at or prior
to the closing. The transactions contemplated under the Stock Purchase Agreement
(the "SPA") executed between DAKA and certain shareholders of Seller as of March
___,  1996 shall  have  closed in  accordance  with the terms of the SPA and the
documents and other instruments attached to or referred to in the SPA shall have
been executed and delivered.

The  representations  and warranties of Buyer contained herein 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  and  all  actions,
proceedings,  instruments and documents required to carry out this Agreement and
the transactions  contemplated hereby and all related legal matters contemplated
by this  Agreement  shall have been  approved by counsel  for  Seller,  and such
counsel  shall  have  received  on  behalf of Seller  such  other  certificates,
opinions,  and documents in form  satisfactory to counsel for Seller,  as Seller
may  reasonably  require  from Buyer to evidence  compliance  with the terms and
conditions hereof as of the closing and the correctness as of the closing of the
representations  and  warranties  of Buyer.  Seller shall also have received all
required   authorizations,   waivers,   consents   and  permits  to  permit  the
transactions  contemplatedby  this Agreement,  in form and substance  reasonably
satisfactory to Seller,  from all third parties,  including  without  limitation
applicable  governmental  authorities,  regulatory  agencies,  Seller's lessors,
lenders and contract parties, required in connection with the transfer of Assets
or Seller's  contracts,  permits,  leases,  licenses and franchises,  to avoid a
breach,  default,  termination,  accelerations or modification of any agreement,
contract,  instruments,  mortgage,  lien, lease, permit,  authorization,  order,
writ, judgment,  injunction,  decree, determination or arbitration award binding
on  Seller or  otherwise  applicable  to the  Restaurant  as a result  of, or in
connection  with, the execution and performance of this Agreement or as a result
of any action taken by any party holding a mortgage,  lien or other  encumbrance
on the Location.  Seller shall  diligently and in good faith undertake to obtain
the approvals,  licenses and other matters referred to in subsection (e) of this
Section 9.1. Buyer shall reasonably cooperate with the Seller in the performance
by the Seller of its obligations hereunder.


Section 9
Conditions to Obligations of Buyer

Unless  waived by Buyer in writing,  the  obligations  of Buyer to purchase  the
Assets are subject to the  satisfaction  on or prior to the Closing Date of each
of the following conditions:
                           
Seller  shall have  delivered to Buyer the  documents  and items  identified  in
Section 6.2 hereof.
                           
Seller  shall  have  complied  in all  material  respects  with  the  covenants,
agreements and conditions of Seller contained herein to be performed at or prior
to the closing. The transactions contemplated under the SPA shall have closed in
accordance  with the terms of the Merger  Agreement  and the documents and other
instruments  attached to or referred to in the SPA shall have been  executed and
delivered.

The  representations and warranties of Seller contained herein 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  and  all  actions,
proceedings,  instruments and documents required to carry out this Agreement and
the transactions  contemplated hereby and all related legal matters contemplated
by this  Agreement  shall  have been  approved  by counsel  for Buyer,  and such
counselshall have received on behalf of Buyer such other certificates, opinions,
and documents in form satisfactory to counsel for Buyer, as Buyer may reasonably
require from Seller to evidence  compliance with the terms and conditions hereof
as of the closing and the  correctness as of the closing of the  representations
and warranties of Seller.

Except as  provided  in Section 9.3 below,  Buyer  shall have  received  (i) all
health,  restaurant,  food, liquor and other governmental licenses,  permits and
approvals necessary or appropriate,  in the reasonable judgment of the Buyer, to
the continued operation and management of the Restaurant,  and (ii) all required
authorizations,  waivers, consents and permits to permit the continuation of the
business of the Restaurant and the transactions  contemplated by this Agreement,
in form and substance reasonably  satisfactory to Buyer, from all third parties,
including, without limitations,  applicable governmental authorities, regulatory
agencies, Seller's lessors, lenders, the holders of any mortgages or other liens
on the Location and contract  parties,  required in connection with the transfer
of Assets or Seller's contracts,  permits,  leases, licenses and franchises,  to
avoid  a  breach,  default,   termination,   accelerations  or  modification  of
anyagreement,    contract,   instruments,   mortgage,   lien,   lease,   permit,
authorization,  order,  writ,  judgment,  injunction,  decree,  determination or
arbitration award binding on Seller or otherwise applicable to the Restaurant as
a result of, or in  connection  with,  the  execution  and  performance  of this
Agreement  or as a result of any action  taken by any party  holding a mortgage,
lien or other  encumbrance on the Location.  Buyer shall  diligently and in good
faith undertake to obtain the approvals,  licenses and other matters referred to
in subsection (e) of this Section 9.2.  Seller shall  reasonably  cooperate with
the Buyer in the performance by the Buyer of its obligations hereunder.


Section 9
Liquor License.
                           
This transaction shall be submitted to the appropriate  licensing authorities of
the City of New Brighton,  Minnesota  (the "City"),  and any other  governmental
authority  responsible  for the issuance of first-class  on-sale food and liquor
licenses  and Buyer and Seller shall each use their best efforts and utmost good
faith and use all  diligence to secure such  licenses.  Pending  issuance of the
food and liquor license referred to in this Section 9.3, the Buyer shall operate
the Restaurant under authority of Seller's  existinglicenses  under the terms of
an  interim  management  agreement  (the  "Interim  Management   Agreement")  in
substantially the form of Exhibit K attached hereto. Notwithstanding anything to
the contrary  contained  in Interim  Management  Agreement,  Seller shall not be
obligated to provide Buyer with overhead, corporate, accounting, legal and other
similar services following the Date of Closing.

In the event that  either  party is  notified  that the City will not permit the
parties to  continue  operation  of the  Restaurant  on the terms of the Interim
Management  Agreement,  or in the event that Seller's existing food and beverage
license  shall  become  subject to any  proceeding  for the  revocation  of such
license,  or in the event that the  existing  license  should not be renewed for
reasons outside of Buyer's control, then, in any such event:
                               
The  instruments  of  transfer  referred  to in Section 6.2 shall be returned to
Seller and Buyer  shall  execute  and deliver to Seller (or cause to be executed
and  delivered)  all documents and  instruments  necessary to revest Seller with
good and marketable  title to the Assets (subject to the Permitted  Encumbrances
and suchother liens and encumbrances incurred by or on behalf of Seller).

Seller shall return to Buyer all payments  made by Buyer  hereunder or under the
Note, together with interest on such amount from the date of payment by Buyer to
Seller,  until repaid by Seller, at an annual rate of six (6) percent,  less the
actual net profit  recovered by Buyer for the  operation of the  Restaurant  and
payable to Buyer under the Interim Management Agreement for the period beginning
on the Date of Closing and ending on the date of retransfer  contemplated  under
this Section 9.3.
                           
If,  despite  the  best  efforts  of each  party to  obtain  a  liquor  license,
appropriate food and liquor licenses are terminated or not issued to Buyer until
within one year following the Closing Date or upon formal notification of denial
of such  licenses by the City,  whichever  first will occur,  and in the further
event of a dispute or  controversy  with  regard to the  payments  to be made or
received in accordance with Section 9.3(a) above,  then, in any such event, such
a dispute or controversy  shall be submitted to a final,  binding and conclusive
arbitration  pursuant to Minn.  Stat.  ss.  572.08 et. seq. to be  conducted  in
accordance with the rulesand procedures of the American Arbitration  Association
("AAA"). Three independent  arbitrators,  one to be approved each of the parties
and  third  by the two so  chosen  shall be  selected,  either  based on  mutual
agreement  or from  the  panel  submitted  by the  AAA.  The  panel  shall  have
authority,  within  its  discretion  to  award,  as  part of its  decision  such
additional amounts for actual damages,  expenses,  costs and attorney fees if it
finds  bad  faith as to one of the  parties.  Additional,  the  panel  may award
interest at the annual rate of six percent (6%) from the date  determined by the
panel until such  payments are paid.  The decision of the  arbitrators  shall be
final and binding,  and for the purpose of entering any award,  the decision may
be reduced to a judgment of any court of appropriate jurisdiction.

Notwithstanding the foregoing, Buyer or Seller or both shall be entitled to seek
injunctive  action against the City to enjoin the  non-renewal or termination of
the liquor license as a result of the transaction  contemplated  herein. If such
injunction  is granted,  Section  9.3(a)  shall not be  implemented  until final
adjudication is exhausted.
                           
Notwithstanding  anything to the contrary contained herein, or in any instrument
of transfer delivered hereunder,the Buyer shall not acquire a pecuniary interest
in the  Restaurant  prior to the  issuance  of the new  licenses  referred to in
Section 9.3(a) in violation of any applicable state or local law or ordinance.


                                    ARTICLE

                            TERMINATION OF AGREEMENT



Section 10
Termination

This Agreement and the transactions contemplated hereby may be terminated at any
time prior to the Closing Date:
                           
By mutual written consent of Seller and Buyer.
                           
By either Buyer or by Seller if the closing shall not have occurred prior to the
close of business on May 15, 1996, provided,  however, that the party seeking to
terminate this Agreement  pursuant to this Section 10.1(b) may do so only if the
failure  to close  shall not have  resulted  from the  failure  of such party to
comply with any of the terms of this  Agreement  or from the  inaccuracy  of any
representation or warranty of such party.


                                    ARTICLE

                             SELLER REPRESENTATIONS

As an integral  part of this  Agreement,  and in order to induce  Buyer to enter
into this Agreement and purchase the Assets, Seller hereby covenants, represents
and warrants to Buyer:


Section 11
Execution and Delivery; Effect of Agreement

Seller 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
currently conducted or proposed to be conducted.


Section 11
Authority of Seller
                     
Seller has full right, authority and power to enter into this Agreement and each
agreement,  document  and  instrument  to be executed  and  delivered  by Seller
pursuant  to this  Agreement  and to  carry  out the  transactions  contemplated
hereby. The execution,  delivery and performance by Seller of this Agreement and
each such other agreement, documents and instrument have been duly authorized by
all  necessary  action  of Seller  and no other  action on the part of Seller is
required in connection therewith.

This  Agreement  and  each  agreement,  document  and  instrument  executed  and
delivered by Seller pursuant to this Agreement constitutes, or when executed and
delivered will constitute,  valid and binding  obligations of Seller enforceable
in accordance  with their terms.  The  execution,  delivery and  performance  by
Seller of this Agreement and each such agreement, document and instrument:
                               
Does not and will not violate any provision of the Articles of  Incorporation or
by-laws of Seller.

Does not and will not  violate  any laws of the United  States,  or any state or
other  jurisdiction  applicable  to Seller  or  require  Seller  to  obtain  any
approval,  consent or waiver of, or make any filing  with,  any person or entity
(governmental  or  otherwise)  that has not been  obtained or made  (except that
certain governmental consents and authorizations are required in connection with
the operation of a bar and restaurant business at the Location).
                               
Except for those consents required under the Main Lease,  except for those liens
or charges to be discharged at closing, does not and will not result in a breach
of, constitute a default under, accelerate  anyobligation under, or give rise to
a right of  termination  of any  indenture or loan or credit  agreement or other
permit, authorization,  order, writ, judgment, injunction, decree, determination
or  arbitration  award to which  Seller is a party or by which the  property  of
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 any
of the Assets.


Section 11
Conduct of Business

To the knowledge of Seller:
                           
Except as  disclosed  on Schedule  III  attached  hereto,  Buyer will acquire at
closing title to the Assets free from,  and not subject to, any lien,  mortgage,
restriction, encumbrance or other charge of any kind.

Seller is currently in  possession  of the Location  pursuant to the Main Lease;
Seller has not  defaulted in the payment of  performance  of any  obligation  of
Seller under the Main Lease.

There are no  collective  bargaining  agreements  in effect with any of Seller's
employees.  Seller has and will pay all its trade payables and other obligations
relating to the  Restaurant  which are due or required to be paid on or prior to
the Date of Closing  through the Date of Closing.  Seller has prepared and filed
with the appropriate United States, State and local governmental  agencies,  all
tax returns  required  to be filed and has paid all taxes  payable or which have
become due pursuant to any assessments,  deficiency  notice,  30-day letter,  or
similar notice received by Seller, if any.

Except as disclosed on Schedule III attached hereto,  there is no claim, action,
suit,  proceeding,  arbitration,  investigation  or inquiry  pending  before any
Federal, probate,  municipal, or other court, or any governmental administrative
or self-regulatory  body or agency, or any private arbitration  tribunal,  or to
the Seller's knowledge  threatened  against,  or relating to affecting Seller by
reason of the Restaurant or the  transactions  contemplated  by this  Agreement.
Seller has not:
                               
Except for the Permitted Encumbrances,  mortgaged,  pledged or subjected to lien
or any other encumbrance any of the Assets.
                               
Sold, transferred, or leased any of the Assets, except for the sale of inventory
in the  ordinary  course  of  business.  As used  herein,  the  terms  "Seller's
knowledge,"  "knowledge  of Seller," or words of similar  effect  shall mean the
actual personal knowledge of the employees of DAKA, without  attribution for the
knowledge of Mr.  Wagenheim,  Edmund Fadel or any employees of Seller who report
directly to Messrs. Wagenheim or Fadel.


                                    ARTICLE

                    REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:


Section 12
Execution and Delivery; Effect of Agreement

Buyer is a corporation  duly  organized,  validly  existing and in good standing
under the laws of the State of Minnesota 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
currently conducted or proposed to be conducted.


Section 12
Authority of Buyer
                                                
Buyer has full right,  authority and power to enter into this Agreement and each
agreement,  document  and  instrument  to be  executed  and  delivered  by Buyer
pursuant  tothis  Agreement,  including  but not  limited to the Note,  Security
Agreement,   Assignment  of  Contracts  and  Sublease,  and  to  carry  out  the
transactions  contemplated  hereby.  The execution,  delivery and performance by
Buyer of this Agreement and each such other  agreement,  document and instrument
have been duly  authorized by all necessary  action of Buyer and no other action
on the part of Buyer is required in  connection  therewith.  This  Agreement and
each agreement, document and instrument executed and delivered by Buyer pursuant
to this Agreement  constitutes,  or when executed and delivered will constitute,
valid and binding  obligations  of Buyer  enforceable  in accordance  with their
terms.  The execution,  delivery and  performance by Buyer of this Agreement and
each such agreement, document and instrument:
                               
Does not and will not violate any provision of the Articles of  Incorporation or
Bylaws of Buyer.

Does not and will not  violate  any laws of the United  States,  or any state or
other jurisdiction  applicable to Buyer or require Buyer to obtain any approval,
consent  or  waiver  of,  or  make  any  filing  with,   any  person  or  entity
(governmental  or  otherwise)  that hasnot been  obtained or made  (except  that
certain governmental consents and authorizations are required in connection with
the operation of a bar and restaurant business at the Location).
                           
As of the Date of Closing,  the Stock Pledge Agreement and Limited Guaranty will
represent  legal,  valid  and  binding  obligations  of Mr.  Wagenheim  and such
instruments shall be enforceable  against Mr. Wagenheim in accordance with their
respective terms.


Section 12
Consents
                      
No consent,  approval or authorization  of, or exemption by, or filing with, any
governmental or regulatory  authority or any other third party is required to be
obtained by Buyer in connection  with the execution,  delivery or performance by
Buyer of this  Agreement,  the Note, the Security  Agreement,  the Assignment of
Contracts,  the Stock Pledge Agreement or the Limited Guaranty, or the taking by
Buyer of any other action contemplated hereby.


Section 12
Title to Assets

As of the Date of  Closing,  Buyer  shall own the  Assets  free and clear of all
liens and  encumbrances,  except for the Permitted  Encumbrances  and such other
liens and  encumbrances  as may have been created by Seller prior to the Date of
Closing.


Section 12
Availability of Funds

Buyer  will  have  available  at the  closing  sufficient  funds to enable it to
consummate the transactions contemplated by this Agreement.


Section 12
Solvency

The present  fair  saleable  value of the assets of the Buyer will,  immediately
following  the Date of  Closing,  exceed the amount  that will be required to be
paid on or in respect of its debts and other liabilities  (including  contingent
liabilities)  as they mature.  The assets of the Buyer do not,  and  immediately
following the Date of Closing will not, constitute unreasonably small capital to
carry out its business as conducted  or as proposed to be  conducted.  The Buyer
does not intend to, or believe  that it will,  incur debts beyond its ability to
pay such debts as they  mature  (taking  into  account the timing and amounts of
cash to be  received by the Buyer and the amounts to be payable on or in respect
of its obligations).


Section 12
Litigation

There is no  litigation  pending  or, to  Buyer's  knowledge,  threatened  by or
against or affecting  Buyer,  which seeks to enjoin,  challenge  the validity of
this Agreement or obtain damages or other relief in respect of the  consummation
of the transaction contemplated hereby.


Section 12
Representation by Counsel

Buyer  has  been   represented   by  legal  counsel  in   connection   with  the
transactioncontemplated  in this Agreement and has relied upon such  independent
counsel  with  respect  to all  legal  and tax  consequence  of the  transaction
contemplated herein.


Section 12
Sophisticated Investor

Buyer is a knowledgeable and sophisticated  investor in assets of the type to be
conveyed under this Agreement.


Section 12
No Brokers

Neither Buyer nor any of its affiliates has employed any broker, finder or agent
in connection with the transactions  contemplated by this Agreement, and neither
Buyer not any of its affiliates has otherwise become obligated for any broker's,
finder's,  agent's or similar fee with respect to the transactions  contemplated
by this Agreement.


                                    ARTICLE

                          SURVIVAL AND INDEMNIFICATION



Section 13
Survival of Warranties

All representations, warranties, agreements, covenants and obligations herein or
in any schedule,  exhibit,  certificate or financial  statement delivered by any
party to the other party incident to the  transactions  contemplated  hereby are
material,  shall be deemed to have been relied upon by the other party and shall
survive the closing  regardless of any  investigation and shall not merge in the
performance of any obligation by either party hereto;  provided,  however,  that
suchrepresentations,  warranties,  agreements,  covenants and obligations  shall
expire on the same dates as and to the extent that the rights to indemnification
with respect thereto under this Article XIII shall expire.


Section 13
Indemnification by Seller

Seller  shall  indemnify  and hold  Buyer and its  respective  subsidiaries  and
affiliates and persons servings as shareholders,  officers,  directors, partners
or employees thereof  (individually a "Buyer Indemnified Party" and collectively
the  "Buyer  Indemnified  Parties")  harmless  from  and  against  any  damages,
liabilities,  losses, taxes, fines,  penalties,  costs, and expenses (including,
without limitation, reasonable fees of counsel) 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  pursuant  to this
Article XIII) (hereafter, "Losses") which may be sustained or suffered by any of
them arising out or based upon any of the following matters:
                           
Fraud, intentional  misrepresentation or a deliberate or wilful breach by Seller
of any of their representations, warranties or covenants under this Agreement or
in any certificate,  schedule or exhibit  delivered  pursuant hereto.  Any other
breach  of any  representations,  warranty  or  covenant  of Seller  under  this
Agreement or in any certificate,  schedule or exhibit delivered pursuant hereto,
or by reason of any claim,  action or proceeding  asserted or instituted growing
out of any  matter  or  thing  constituting  a breach  of such  representations,
warranties or covenants.

Any liability of Seller for Taxes owed by it payable for any period prior to the
Date of Closing.

Any and all  claims,  debts,  liabilities  and  obligations  of any type kind or
nature  which  arose,  result from or relate in any way to the  operation of the
Restaurant  prior  the  Date of  Closing,  but  only  to the  extent  that  such
obligations do not constitute Assumed Obligations.

The claim of any  broker,  finder  or other  agent  employed  by or on behalf of
Seller.

Any and all employment practices,  decisions,  actions or proceedings undertaken
by Seller prior to the Date of Closing in  connection  with the operation of the
Restaurant.


Section 13
Limitations on Indemnification by Seller

Notwithstanding  the  foregoing,  the  right of  Buyer  Indemnified  Parties  to
indemnification under Section 13.1 shall be subject to the following provisions:
                           
No  indemnification  shall be payable  pursuant to Section  13.2(b) above to any
Buyer  Indemnified  Party,  until Losses for which the Buyer may be  indemnified
hereunder exceed $35,000,  whereupon the full amount of such Losses in excess of
$20,000  shall be  recovered  in  accordance  with the terms  hereof;  provided,
however,  that under no  circumstances  shall the aggregate  amount recovered or
payable  pursuant  to Section  13.2(b)  to any and all of the Buyer  Indemnified
Parties exceed the sum payable under Section 3.1 hereof.

No indemnification shall be payable to a Buyer Indemnified Party with respect to
claims  asserted   pursuant  to  Section   13.2(b)   (exclusive  of  claims  for
indemnification  for Taxes or tax related  matters) after expiration of eighteen
(18) months from the Date of Closing (the "Indemnification Cut-Off Date").


Section 13
Indemnification by Buyer

Buyer agrees to indemnify  and hold Seller and its  respective,  affiliates  and
persons  serving  as  officers,  directors  or  employees  thereof  and Mr.  Pew
(individually,  a  "Seller  Indemnified  Party"  and  collectively  the  "Seller
Indemnified Parties") harmless from and against any damages, liabilities, losses
and expenses (including, without limitation,  reasonable fees of counsel) of any
kind ornature  whatsoever  (whether or not arising out of third-party claims and
including  all  amounts  paid in  investigation,  defense or  settlement  of the
foregoing  pursuant to this Article  XIII)  (hereafter,  "Losses")  which may be
sustained  or  suffered  by any of them  arising out of or based upon any of the
following matters:
                           
A breach of any  representations,  warranty or  covenants  made by Buyer in this
Agreement or in any certificate  delivered by Buyer  hereunder,  or by reason of
any  claims,  action or  proceeding  asserted or  instituted  growing out of any
matter or thing constituting such a breach.

Any and all failures of the Buyer to pay or to perform and  discharge any of the
Assumed Obligations.  Any and all claims, debts,  liabilities and obligations of
any type kind or nature  which  arose,  result  from or relate in any way to the
operation of the Restaurant after the Date of Closing.

Any and all employment practices,  decisions,  actions or proceedings undertaken
by Buyer  following the Date of Closing in connection  with the operation of the
Restaurant.


Section 13
Limitation on Indemnification by Buyer

Notwithstanding  the  foregoing,  the  right  of  Seller  Indemnified  Partiesto
Indemnification under Section 13.4 shall be subject to the following provisions:
                           
No  indemnification  shall be payable  pursuant to Section  13.3(a) above to any
Seller  Indemnified  Party, until Losses for which the Seller may be indemnified
hereunder exceed $35,000,  whereupon the full amount of such Losses in excess of
$20,000 shall be recovered in accordance with the terms hereof.
                           
No indemnification  shall be payable to Seller or Mr. Pew with respect to claims
asserted pursuant to Section 13.3 above after the Indemnification Cut-Off Date.


Section 13
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  thisAgreement  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 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 make no payment on such claim,  liability  or expense as long as the
indemnifying   party  in   conducting  a  good  faith  and   diligent   defense.
Notwithstanding anything herein stated, the indemnified party shall at all times
have the right to fully  participate in such defense at its own expense directly
or through  counsel;  provided,  however,  if the named parties to the action or
proceeding  include both the  indemnifying  party and the indemnified  party and
representations of both parties by the same counsel would be inappropriate under
applicable standard 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 such  claim,  liability  or expense  (with  counsel  selected  by the
indemnified  party),  and shall have the right to  compromise or settle the same
(exercising  reasonable business judgment).  If such claim, liability or expense
is one that by its nature cannot be defended solely by the indemnify party, then
the  indemnified  party shall make available all information and assistance that
the  indemnify  party  may  reasonably  request  and  shall  cooperate  with the
indemnify party in such defense.


Section 13
Calculation of Losses

In calculating the amount of any Losses under this Agreement,  the parties shall
take into  account,  and  reduce  the  Losses by an amount  equal to (i) the net
amount of any  allowable  present tax benefit,  as a result of the  circumstance
giving rise to the Losses,  (ii) the present value of any future tax benefit, as
a result of the circumstance  giving rise to the Losses, and (iii) the amount of
any claim or recover available under any insurance policies or against any third
parties.  For purposes of determining the net amount of any present tax benefit,
the  marginal  combined  federal,  state and local  income tax rate of Buyer and
Seller shall be deemed to be forty percent  (40%) and payments  shall be made on
such basis.  Subject to the  provisions  of Sections  13.3 and 13.4,  Losses for
which a  person  isrequired  to  indemnify  another  person  hereunder  shall be
calculated on a dollar for dollar basis.


                                    ARTICLE

                                 MISCELLANEOUS



Section 14
Entire Agreement

This  Agreement has been executed in  conjunction  with execution of the SPA and
the closing contemplated  hereunder shall be subject to the closing contemplated
under the SPA. This  Agreement  (including  the Exhibits and Schedules  attached
hereto) constitutes the entire  understanding of the parties with respect to the
matters  provided  for  herein  and  supersedes  any  previous   agreements  and
understanding  between the parties  with respect to the subject  matter  hereof.
Matters  disclosed by Seller to Buyer  pursuant to any Section of this Agreement
shall be deemed to be disclosed with respect to all sections of this  Agreement.
No  amendment,  modification  or  alteration  of the terms or provisions of this
Agreement shall be binding unless the same shall be in writing and duly executed
by the parties hereto.


Section 14
Successors and Assigns

The terms and conditions of this Agreement  shall inure to the benefit of and be
binding upon the  respective  successors  and  permitted  assigns of the parties
hereto.  This  Agreement may not be assigned,  in whole or inpart,  by any party
without the prior written consent of the other party hereto. Notwithstanding the
foregoing,  no assignment of this  Agreement or any of the rights or obligations
hereof shall release the assignor of his or its obligations under this Agreement
and, upon any such assignment,  the representations,  warranties,  covenants and
agreements  contained  in  this  Agreement,   plus  any  other  representations,
warranties,  covenants and  agreements  reasonably  required as a result of such
assignment,  shall be deemed to have been made by the assignee as well as by the
assignor.


Section 14
Risk of Loss
                                              
Until this  transaction is  consummated  the entire risk of loss with respect to
the Assets and business of Seller  shall be borne by Seller which shall,  in all
events, keep the Assets fully insured against loss, damage or destruction.  From
and after the closing of this transaction, risk of loss shall be borne by Buyer.

In the event that prior to the Closing Date the Assets,  or any portion thereof,
are  materially  destroyed or damaged by fire or other  casualty or loss, or the
premises  or  buildings  in which the  Restaurant  are located are so damaged or
destroyed,  Seller shall promptly notify Buyer in writing,  and Buyer shall have
ten (10) days after  receipt of  suchnotice to elect to (i) cancel and terminate
this Agreement, or (ii) consummate the purchase contemplated hereby.

In the event of such  damage or  destruction  as  described  in Section  14.3(b)
above,  and Buyer elects to  consummate  the  transaction  contemplated  hereby,
Seller shall assign to Buyer all of Seller's rights under,  and interest in, all
of Seller's  insurance  policies and contracts and all other rights of Seller to
seek  indemnification for such loss or damage, all amounts recovered  thereunder
or  thereby  by Buyer to remain the sole  property  of Buyer.  If Buyer does not
rebuild,  replace or restore assets which have been damaged or destroyed,  or is
prevented from doing so by law or under the terms of any lease applicable to the
premises  where  such  damage or  destruction  occurred,  then all such  amounts
recovered,   other  than  amounts   recovered   for  lost  profits  or  business
interruption  shall be paid to Seller and to be credited to the payment required
under Section 6.2 of this Agreement.

In the event of the damage or destruction referred to in Section 14.3(b) of this
Agreement, and Buyer shall not elect to consummate the transactions contemplated
by this  Agreement,  then upon  termination and  cancellation of  thisAgreement,
Seller shall refund to Buyer, together with interest thereon, the earnest money,
if any, paid by Buyer to Seller under this Agreement.


Section 14
Counterparts
                   
This Agreement may be executed in one or more counterparts,  each of which shall
for all purposes be deemed to be an original  and all of which shall  constitute
the same instrument.


Section 14
No Construction Against Author

This  Agreement  shall not be  construed  more  strictly  against one party than
against  the  other by  virtue  of the fact  that it may have  been  drafted  or
prepared by counsel for one of the parties,  it being  recognized that Buyer and
Seller have each contributed  substantially and materially to the preparation of
this Agreement.


Section 14
Headings

The headings of the Articles  and  Sections of this  Agreement  are included for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction hereof.


Section 14
Modifications and Waivers

Any of the terms or conditions of this Agreement may be waived in writing at any
time by the party which is entitled to the benefits thereof. No waiver of any of
the provisions of this Agreement shall be deemed to orshall  constitute a waiver
of any other provisions hereof (whether or not similar).


Section 14
Fees and Expenses
                       
Each  of the  parties  will  bear  its  own  expenses  in  connection  with  the
negotiation  and  the  consummation  of the  transactions  contemplated  by this
Agreement,  and,  except as  expressly  provided  herein,  no expenses of Seller
relating in any way to the  purchase  and sale of the Assets  hereunder  and the
transactions   contemplated   hereby,   including,   without  limitation  legal,
accounting or other professional expenses of Seller, shall be charged or paid by
Buyer or included in any of the Assumed Obligations.

Buyer  will pay all costs  incurred,  whether  at or  subsequent  to the Date of
Closing,  in connection with any sales, use, excise,  real property and transfer
taxes and charges  applicable to such transfer,  all recording charges and title
company fees and premiums  applicable to the  recordation of deeds and mortgages
and other  instruments  of  transfer  and the  issuance  of the title  insurance
contemplated  hereunder,  and all costs of  obtaining or  transferring  permits,
registrations,  applications and other tangible and intangible properties. Buyer
will pay all premiums,  charges and costs  ofobtaining  and  providing  surveys,
appraisals,  UCC and title searches for the benefit of Buyer with respect to the
Assets.

Notwithstanding  anything to the contrary contained herein, the prevailing party
in any litigation commenced hereunder shall be entitled to such parties fees and
expenses, including reasonable attorneys fees and disbursements.


Section 14
Publicity and Disclosures
                       
No  press  releases  or  public  disclosure,  either  written  or  oral,  of the
transactions  contemplated by this  Agreement,  shall be made by a party to this
Agreement without the prior written consent of Buyer and Seller.


Section 14
Notices

Any notice, request,  instruction or other document to be given hereunder by any
party hereto to any other party shall be in writing and delivered  personally or
sent by registered or certified mail, postage prepaid,  addressed as follows: If
to Seller:  c/o DAKA  International,  Inc. 1 Corporate  Place 55 Ferncroft  Road
Danvers, Massachusetts 01923-4001 Attention: Charles W. Redepenning

                                    With copy to:

                                    Goodwin, Proctor & Hoar, LLP
                                    Exchange Place
                                    Boston, Massachusetts 02109
                                    Attention:  Ettore A. Santucci

                                    If to Buyer:

                                    2397 Palmer Drive
                                    New Brighton, MN 53112
                                    Attn: Stephen J. Wagenheim

                                    With copy to:

                                    Briggs and Morgan
                                    2200 First National Bank Building
                                    St. Paul, Minnesota 55101
                                    Attention:  Richard D. Anderson

or at such other  address for a party as shall be specified by like notice.  Any
notice  which is delivered  personally  in the manner  provided  herein shall be
deemed to have been duly given to the party to whom it is  directed  upon actual
receipt by such party (or its agent for notices hereunder).  Any notice which is
addressed  and  mailed  in the  manner  herein  provided  shall be  conclusively
presumed  to have been duly given to the party to which it is  addressed  at the
close of business,  local time of the recipient,  on the third day after the day
it is so placed in the mail.


Section 14
Governing Law

This Agreement shall be construed in accordance with and governed by the laws of
the State of Minnesota  applicable to agreements made and to be performed insuch
jurisdiction  and without giving effect to the principles of conflicts of law of
such jurisdiction.


Section 14
Further Assurances

At any time or from time to time after the Closing Date,  either party shall, at
the request of the other party, and at such other party's  expense,  execute and
deliver any further instruments or documents and take all such further action as
such party  reasonably may request in order to consummate and make effective the
transactions contemplated by this Agreement.


Section 14
Severability

If any provision hereof shall be held by any court of competent  jurisdiction to
be  illegal,  void or  unenforceable,  such  provision  shall be of no force and
effect, but the illegality,  voiding or  unenforceability  of any such provision
shall have no effect upon and shall not impair the  enforceability  of any other
provision of this Agreement.


Section 14
Survival

Except as set forth in Article  XIII  above,  the  representations,  warranties,
covenants and agreements set forth in this Agreement or in any writing delivered
by Buyer or Seller hereunder shall survive the closing contemplated hereunder.


Section 14
Legal Representation

     The  parties  acknowledge  that  the law  firm of  Briggs  and  Morgan  has
exclusively  represented  the  Buyer  in  connection  with the  negotiation  and
execution  of  thisAgreement   and  that  Seller  has  retained  separate  legal
representation  to  review  this  Agreement.   Seller  has  relied  on  its  own
independent  legal review and analysis and the advice of its  independent  legal
counsel in connection  with the  negotiation and execution of this Agreement and
not upon the  advice of  counsel  of Briggs  and  Morgan.  The  parties  further
acknowledge that Briggs and Morgan has performed  certain services for Seller in
connection with the organization and incorporation of Seller and that Briggs and
Morgan may, if requested by Buyer,  perform certain services for Buyer following
the Date of Closing.  The parties hereby waive any claim of conflict of interest
in  connection  with the  representation  referred to in this Section  14.15 and
agree  that  Briggs  and  Morgan  shall  not be  disqualified  by  reason of its
representation  of Buyer from  representation  of Buyer in  connection  with any
dispute  or  controversy  arising  out of  this  Agreement  or out of any of the
documents referred to herein.

<PAGE>



              
     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and delivered on the day and year first above  written.  

                                         NEW BRIGHTON  VENTURES, INC.,
                                         a Minnesota corporation


                                         BY: /s/ Steven J. Wagenheim
                                         ---------------------------
                                         Its: President


                                         AMERICANA DINING CORPORATION, 
                                         a Delaware corporation


                                         By: /s/ Charles W. Redepenning, Jr.
                                         -----------------------------------
                                         Its: Sr. Vice President