AMENDED AND RESTATED
                          MASTER GUARANTY
     THIS  AMENDED AND RESTATED MASTER GUARANTY ("Guaranty") dated
as  of June 20, 2000, is executed and delivered by NPC RESTAURANTS
HOLDINGS,  INC., NATIONAL CATERING COMPANY, INC., NPC RESTAURANTS,
LP, NPC INTERNATIONAL, INC., SEATTLE RESTAURANT EQUIPMENT COMPANY,
INC.  and  EACH  OF THE PERSONS WHICH MAY BECOME  A  PARTY  HERETO
(individually, a "Guarantor" and, collectively, the "Guarantors"),
to  CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national  banking
association,  ACTING  AS  ADMINISTRATIVE  AGENT  FOR  THE  RATABLE
BENEFIT  OF  THE  BANKS  (in  such  capacity,  together  with  its
successors in such capacity, the "Agent").
                            ARTICLE 1.
     Section 1.1     Definitions.  As used in this Guaranty, these
terms shall have these respective meanings:
          Banks means the financial institutions which are now  or
     hereafter become parties to the Credit Agreement.
          Company   means   NPC  Management,  Inc.,   a   Delaware
     corporation,  and  its  successors,  assigns,  trustees   and
     receivers.
          Credit  Agreement means the Second Amended and  Restated
     Revolving  Credit  Agreement of  even  date  herewith,  among
     Company,  Agent, Documentation Agent, Syndication  Agent  and
     the  Banks,  as amended, modified, restated and  supplemented
     from time to time.
          Debt means the sum of all Indebtedness of the Company or
     any  Obligor at any time evidenced by or arising pursuant  to
     any  and all of the Notes, reimbursement obligations, or  the
     Letter of Credit Applications, and all other obligations  and
     Indebtedness  of  the  Company or any  Obligor  at  any  time
     incurred  under or arising pursuant to or in connection  with
     the  Credit Agreement or any of the Loan Documents.  The Debt
     includes  interest and other obligations accruing or  arising
     in  connection  with the foregoing after (a) commencement  of
     any  case under any bankruptcy or similar laws by or  against
     any Obligor or (b) the obligations of any Obligor shall cease
     to  exist  by operation of law or for any other reason.   The
     Debt  also  includes all reasonable attorneys' fees  and  any
     other  expenses incurred by Agent or any Bank in negotiating,
     monitoring or enforcing the Loans, the Notes, the  Letter  of
     Credit Applications, the reimbursement obligations under  the
     Letters  of Credit, or any of the Loan Documents or defending
     against  any claims made by Persons other than the  Banks  or
     the Agent, arising directly or indirectly in respect of or on
     account of any of the Debt.
          Dollars and $ means lawful money of the United States of
     America.
          Guaranteed Debt means, as to any Guarantor, the  Maximum
     Amount,  less  the  amounts,  if  any,  of  payments  of  the
     Guaranteed Debt made by such Guarantor and clearly identified
     as  such  in a notice accepted in writing by Agent confirming
     the  payment and reduction of the Guaranteed Debt as to  such
     Guarantor.
          Guarantor's  Net Worth means, as to any  Guarantor,  (a)
     the fair value of the Property of such Guarantor from time to
     time  (taking into consideration the value, if any, of rights
     of  subrogation, contribution and indemnity), minus  (b)  the
     total  liabilities  of  such Guarantor (including  contingent
     liabilities   [discounted  in  appropriate  instances],   but
     excluding  liabilities of such Guarantor under this  Guaranty
     and the other Loan Documents executed by such Guarantor) from
     time to time.  It is agreed that a Guarantor's Net Worth  may
     fluctuate from time to time after the date hereof  as  it  is
     determined  on  each Determination Date (as  defined  in  the
     definition of "Maximum Amount").
          Joinder Agreement means each Joinder Agreement from time
     to  time  executed and delivered to Agent by a Subsidiary  of
     NPCI, pursuant to the terms of the Credit Agreement, for  the
     purpose,  among  others, of becoming an additional  Guarantor
     hereunder,  substantially in the form of Exhibit  A  attached
     hereto.
          Maximum Amount means, with respect to any Guarantor, the
     greater of (i) all proceeds (without duplication) of the Debt
     directly   or  indirectly  (by  intercompany  loan,  advance,
     capital contribution, such Guarantor's ownership interest  in
     any  Person receiving the proceeds of the Debt, or otherwise)
     advanced  to  or for the account of, or used by  or  for  the
     benefit of, such Guarantor (which, in the case of NPCI, shall
     mean  100%  of the Debt); (ii) ninety-five percent  (95%)  of
     Guarantor's Net Worth from time to time; or (iii) the  amount
     that  in  a  legal proceeding brought within  the  applicable
     limitations  period is determined by the final, nonappealable
     order  of a court having jurisdiction over the issue and  the
     applicable parties to be the amount of value given  by  Agent
     and Banks, or received by such Guarantor, in exchange for the
     obligations of Guarantor under this Guaranty.  If on the date
     of  any Loan made after the date hereof (any such date  being
     herein  called  a "Determination Date"), ninety-five  percent
     (95%) of such Guarantor's Net Worth is greater than either of
     the  amounts  described in clauses (i) and (iii)  above,  the
     Maximum Amount shall be deemed to have increased through  and
     as of such Determination Date to ninety-five percent (95%) of
     such   Guarantor's   Net   Worth  as   determined   on   such
     Determination  Date  (and  the Guaranteed  Debt  as  to  such
     Guarantor  shall  have  correspondingly  increased),  without
     further  action  by  or  agreement  between  Agent  and  such
     Guarantor, and any subsequent reduction or diminution of such
     Guarantor's Net Worth after such Determination Date will  not
     reduce   the   Guaranteed   Debt  as   to   such   Guarantor.
     Notwithstanding  anything to the contrary contained  in  this
     definition  of "Maximum Amount" or in any other provision  of
     this Guaranty, "Maximum Amount" shall never be less than  the
     amount referred to in clause (i) above.
          Obligor  means  any person or entity  now  or  hereafter
     primarily or secondarily obligated to pay all or any part  of
     the Debt, including Company and each Guarantor.
Unless redefined in this Guaranty, capitalized terms used in  this
Guaranty  have  the respective meanings ascribed to  them  in  the
Credit Agreement.
                            ARTICLE 2.
     Section 2.1    Execution of Loan Documents.  Company and each
Guarantor has executed and delivered the Loan Documents  to  which
it is a party.
     Section  2.2      Consideration.   In  consideration  of  the
credit and financial accommodations contemplated to be extended to
Company  by the Banks pursuant to the Loan Documents or otherwise,
which each Guarantor has determined will substantially benefit  it
directly   or   indirectly,  and  for  other  good  and   valuable
consideration, the receipt and sufficiency of which each Guarantor
hereby  acknowledges, each Guarantor executes  and  delivers  this
Guaranty  to  Agent  with  the intention of  being  presently  and
legally bound by its terms.
                            ARTICLE 3.
     Section  3.1     Payment  Guaranty.  Guarantors,  as  primary
obligors  and  not  as  sureties,  unconditionally,  jointly   and
severally,  guarantee to Agent for the benefit of  the  Banks  the
full, prompt and punctual payment of the Debt when due (whether at
its  stated  maturity, by acceleration or otherwise) in accordance
with  the  Loan Documents, to the extent set forth  herein.   This
Guaranty  is irrevocable, unconditional and absolute, and  if  for
any  reason all or any portion of the Debt shall not be paid  when
due,  Guarantors, jointly and severally, will immediately pay  the
Debt  to  Agent  or  other  Person entitled  to  it,  in  Dollars,
regardless  of  (a) any defense, right of set-off or  counterclaim
which  any  Obligor may have or assert, (b) whether Agent  or  any
other  Person  shall  have taken any steps to enforce  any  rights
against any Obligor or any other Person to collect any of the Debt
and   (c)   any  other  circumstance,  condition  or  contingency.
Notwithstanding any provision of this Guaranty or any  other  Loan
Document to the contrary, to the extent that in a legal proceeding
brought  within the applicable limitations period it is determined
by  the  final, nonappealable order of a court having jurisdiction
over  the  issue  and  the applicable parties that  any  Guarantor
received  less than a reasonably equivalent value in exchange  for
such   Guarantor's  incurrence  of  its  obligations  under   this
Guaranty, then and only then the total liability of such Guarantor
under  this  Guaranty  shall be limited  to  the  Guaranteed  Debt
applicable  to  such Guarantor.  Agent shall  have  the  right  to
determine  and  designate  from time to time,  without  notice  or
assent  of  such Guarantor, which portions of the  Debt  shall  be
deemed   included   in  the  Guaranteed  Debt.    Each   Guarantor
acknowledges  that  such determination and  designation  shall  be
conclusive, absent manifest error.  This Guaranty shall  not  fail
or  be  ineffective or invalid or be considered too indefinite  or
contingent  with respect to any Guarantor because  the  Guaranteed
Debt  applicable to such Guarantor may fluctuate from time to time
or for any other reason.
     Section  3.2    Application of Payments or Prepayments.   The
parties hereto agree that any payment or prepayment by Company  or
any  other Person against the Debt (other than payments made by  a
Guarantor  in  accordance  with the procedures  described  in  the
definition of "Guaranteed Debt" herein and then only with  respect
to  such  Guarantor's liability hereunder) shall  be  deemed  paid
first against that portion of the Debt not included in "Guaranteed
Debt" or determined for any reason not to be a part of "Guaranteed
Debt," and then shall be paid against any portion of the Debt that
is  Guaranteed  Debt,  in such order and  manner  as  Agent  shall
determine in its sole discretion.
     Section   3.3       Obligations  Not  Affected.   Guarantors'
covenants, agreements and obligations under this Guaranty shall in
no  way  be  released, diminished, reduced, impaired or  otherwise
affected  by reason of the happening from time to time of  any  of
the  following  things, for any reason, whether by voluntary  act,
operation  of law or order of any competent governmental authority
and  whether or not Guarantors are given any notice or  are  asked
for  or  give  any  further consent (all requirements  for  which,
however  arising,  each  Guarantor hereby WAIVES  to  the  fullest
extent permitted by applicable law):
          (1)   release  or waiver of any obligation  or  duty  to
     perform   or   observe  any  express  or  implied  agreement,
     covenant,  term  or  condition imposed in  any  of  the  Loan
     Documents or by applicable law on any Obligor or any party to
     the Loan Documents;
          (2)   extension of the time for payment of any  part  of
     the  Debt or any other sums payable under the Loan Documents,
     extension of the time for performance of any other obligation
     under  or  arising  out  of or in connection  with  the  Loan
     Documents  or change in the manner, place or other  terms  of
     such payment or performance;
          (3)  settlement or compromise of any or all of the Debt;
          (4)       renewal,      supplementing,     modification,
     rearrangement,    amendment,    restatement,     replacement,
     cancellation,   rescission,   revocation   or   reinstatement
     (whether  or  not material) of any part of any  of  the  Loan
     Documents or any obligations under the Loan Documents of  any
     Obligor  or  any  other party to the Loan Documents  (without
     limitation  on  the number of times any of the foregoing  may
     occur);
          (5)  acceleration of the time for payment or performance
     of  any  Debt  or  other obligation under  any  of  the  Loan
     Documents or exercise of any other right, privilege or remedy
     under or in regard to any of the Loan Documents;
          (6)   failure, omission, delay, neglect, refusal or lack
     of  diligence  by  any Bank or Agent or any other  Person  to
     assert,  enforce,  give notice of intent to exercise--or  any
     other   notice  with  respect  to--or  exercise  any   right,
     privilege, power or remedy conferred on any Bank or Agent  or
     any  other Person in any of the Loan Documents or by  law  or
     action  on the part of any Bank or Agent or any other  Person
     granting   indulgence,  grace,  adjustment,  forbearance   or
     extension of any kind to any Obligor or any other Person;
          (7)  release, surrender, exchange, subordination or loss
     of  any  security  or lien priority under  any  of  the  Loan
     Documents or in connection with the Debt;
          (8)   release,  modification or waiver of,  or  failure,
     omission,  delay, neglect, refusal or lack  of  diligence  to
     enforce,  any  guaranty,  pledge, mortgage,  deed  of  trust,
     security agreement, lien, charge, insurance agreement,  bond,
     letter  of credit or other security device, guaranty,  surety
     or indemnity agreement whatsoever;
          (9)   taking  or  acceptance of any  other  security  or
     guaranty for the payment or performance of any or all of  the
     Debt or the obligations of any Obligor;
          (10)  release,  modification or waiver of,  or  failure,
     omission,  delay, neglect, refusal or lack  of  diligence  to
     enforce, any right, benefit, privilege or interest under  any
     contract or agreement, under which the rights of any  Obligor
     have been collaterally or absolutely assigned, or in which  a
     security  interest has been granted, to any Bank or Agent  as
     direct  or  indirect  security for payment  of  the  Debt  or
     performance of any other obligations to--or at any time  held
     by--any Bank or Agent;
          (11)  voluntary or involuntary liquidation, dissolution,
     sale of any collateral, marshaling of assets and liabilities,
     change  in  corporate or organizational status, receivership,
     insolvency,  bankruptcy,  assignment  for  the   benefit   of
     creditors,   reorganization,  arrangement,   composition   or
     readjustment  of  debt  or other similar  proceedings  of  or
     affecting  any Obligor or any of the assets of  any  Obligor,
     even   if   any  of  the  Debt  is  thereby  rendered   void,
     unenforceable or uncollectible against any other Person;
          (12)   occurrence  or  discovery  of  any  irregularity,
     invalidity  or unenforceability of any of the  Debt  or  Loan
     Documents or any defect or deficiency in any of the  Debt  or
     Loan   Documents,  including  the  unenforceability  of   any
     provisions of any of the Loan Documents because entering into
     any  such Loan Document was ultra vires or because anyone who
     executed them exceeded their authority;
          (13) failure to acquire, protect or perfect any lien  or
     security  interest in any collateral intended to  secure  any
     part  of  the  Debt or any other obligations under  the  Loan
     Documents or failure to maintain perfection;
          (14)  failure by any Bank, Agent or any other Person  to
     notify--or timely notify--any Guarantor of any default, event
     of  default or similar event (however denominated) under  any
     of the Loan Documents, any renewal, extension, supplementing,
     modification,    rearrangement,    amendment,    restatement,
     replacement,   cancellation,   rescission,   revocation    or
     reinstatement (whether or not material) or assignment of  any
     part  of  the Debt, release or exchange of any security,  any
     other  action taken or not taken by any Bank or Agent against
     any  Obligor  or any other Person or any direct  or  indirect
     security  for  any  part of the Debt or other  obligation  of
     Company, any new agreement between any Bank or Agent and  any
     Obligor   or  any  other  Person  or  any  other   event   or
     circumstance.  Except as required by applicable law,  neither
     Agent  nor  any Bank has any duty or obligation to  give  any
     Guarantor  any  notice  of any kind under  any  circumstances
     whatsoever with respect to or in connection with the Debt  or
     the Loan Documents;
          (15)  occurrence  of  any event or  circumstances  which
     might  otherwise  constitute a defense  available  to,  or  a
     discharge    of,   any   Obligor,   including   failure    of
     consideration,  fraud  by  or affecting  any  Person,  usury,
     forgery,   breach  of  warranty,  failure  to   satisfy   any
     requirement of the statute of frauds, running of any  statute
     of  limitation, accord and satisfaction and any defense based
     on election of remedies of any type; and
          (16) receipt and/or application of any proceeds, credits
     or  recoveries  from  any  source,  including  any  proceeds,
     credits,  or  amounts realized from exercise of  any  rights,
     remedies, powers or privileges of any Bank or Agent under the
     Loan Documents, by law or otherwise available to any Bank  or
     Agent  except only as and to the extent the same reduces  the
     Guaranteed  Debt  pursuant to and in  accordance  with  other
     express provisions of this Guaranty.
     Section 3.4     Waiver of Certain Rights and Notices.  To the
fullest extent permitted by applicable law, each Guarantor  hereby
WAIVES and RELEASES all right to require marshaling of assets  and
liabilities,  sale  in  inverse order  of  alienation,  notice  of
acceptance  of  this  Guaranty and of any liability  to  which  it
applies  or  may apply, notice of the creation, accrual,  renewal,
increase,  extension, modification, amendment or rearrangement  of
any  part  of the Debt, presentment, demand for payment,  protest,
notice  of  nonpayment, notice of dishonor, notice  of  intent  to
accelerate,  notice  of  acceleration and all  other  notices  and
demands,  collection, suit and the taking of any other  action  by
any Bank or Agent.
     Section  3.5      Not  a  Collection Guaranty.   This  is  an
absolute  guaranty  of  payment,  and  an  absolute  guaranty   of
performance  of all of the obligations of the Obligors  under  the
Loan  Documents, and not of collection, and to the fullest  extent
not  prohibited by applicable law, each Guarantor WAIVES any right
to  require that any action be brought against any Obligor or  any
other  Person, or that any Bank or Agent be required  to  enforce,
attempt  to  enforce or exhaust any rights, benefits or privileges
of  any  Bank or Agent under any of the Loan Documents, by law  or
otherwise;  provided  that nothing herein shall  be  construed  to
prevent  any  Bank or Agent from exercising and enforcing  at  any
time  any right, benefit or privilege which any Bank or Agent  may
have  under any Loan Document or by law from time to time, and  at
any  time,  and  Guarantors  agree  that  Guarantors'  obligations
hereunder are--and shall be--absolute, independent, unconditional,
joint  and  several under any and all circumstances.   Should  any
Bank or Agent seek to enforce Guarantors' obligations by action in
any court, to the fullest extent not prohibited by applicable law,
each  Guarantor WAIVES any requirement, substantive or procedural,
that  (a) Agent pursue any foreclosure action, realize or  attempt
to  realize  on any security or preserve or enforce any deficiency
claim  against  any  Obligor or any other Person  after  any  such
realization,  (b)  a judgment first be sought or rendered  against
any  Obligor  or any other Person, (c) any Obligor  or  any  other
Person  be  joined  in  such action or (d) a  separate  action  be
brought  against  any  Obligor or any other  Person.   Guarantors'
obligations  under  this Guaranty are several from  those  of  any
other  Obligor  or  any other Person, and are primary  obligations
concerning  which  Guarantors  are the  principal  obligors.   All
waivers  in  this Guaranty or any of the Loan Documents  shall  be
without  prejudice to any Bank or Agent at its option  to  proceed
against  any  Obligor  or any other Person,  whether  by  separate
action  or by joinder.  Guarantors agree that this Guaranty  shall
not  be discharged except by payment of the Debt in full, complete
performance  of  all obligations of the Obligors  under  the  Loan
Documents  and  termination of each Bank's obligation--if  any--to
make any further advances under the Loan Documents or extend other
financial accommodations to any Obligor.
     Section  3.6    Subrogation.  Each Guarantor agrees  that  to
the  extent  not  prohibited by applicable law, it  shall  not  be
entitled to be subrogated to Agent's or any Bank's rights  against
any Obligor or any other Person or offset rights held by Agent  or
any  Bank for payment of the Debt until final termination of  this
Guaranty.
     Section  3.7      Reliance on Guaranty.   All  extensions  of
credit  and financial accommodations heretofore or hereafter  made
by  any Bank or Agent under or in respect of the Credit Agreement,
the Notes or any of the other Loan Documents shall be conclusively
presumed  to have been made in acceptance of this Guaranty.   This
Guaranty  is  in amendment and restatement of the Master  Guaranty
dated as of May 8, 1997.
     Section 3.8     Demands are Conclusive.  Any demand by  Agent
under this Guaranty shall be conclusive, absent manifest error, as
to the matters therein stated, including the amount due.
     Section  3.9     Joint and Several.  If any Person makes  any
guaranty of any of the obligations guaranteed hereby or gives  any
security  for  them,  Guarantors' obligations hereunder  shall  be
joint  and  several  with the obligations  of  such  other  Person
pursuant to such agreement or other papers making the guaranty  or
giving the security.
     Section 3.10    Payments Returned.  Guarantors agree that, if
at  any time all or any part of any payment previously applied  by
Agent  to the Debt is or must be returned by any Bank or Agent--or
recovered  from any Bank or Agent--for any legally binding  reason
(including  the order of any bankruptcy court), to the extent  not
prohibited by applicable law, this Guaranty shall automatically be
reinstated to the same effect as if the prior application had  not
been made, and, in addition, each Guarantor hereby agrees, to  the
extent  not prohibited by applicable law, to indemnify  each  Bank
and  Agent  against,  and to save and hold  each  Bank  and  Agent
harmless  from  any  required return  by  any  Bank  or  Agent--or
recovery  from any Bank or Agent--of any such payment  because  of
its   being   deemed  preferential  under  applicable  bankruptcy,
receivership or insolvency laws, or for any other reason.
                            ARTICLE 4.
     Each Guarantor warrants and represents as follows:
     Section  4.1      Relationship  to  Company.   The  board  of
directors  of each Guarantor has determined that it may reasonably
expect to substantially benefit, directly or indirectly, from  the
extension  of credit to or for the benefit of the Company  or  any
other Guarantor pursuant to the Notes and the Loan Documents  and,
accordingly,  the  incurrence  of its  liability  and  obligations
hereunder.   The  Company and each Guarantor  are  separate  legal
entities  but are under common ownership control, conduct  related
businesses,  enter  into business and financial transactions  with
one  another periodically, and, in general, have a commonality  of
interests.  The maintenance and improvement of Company's financial
condition is vital to sustaining its business and the transactions
contemplated   in  the  Credit  Agreement  produce  distinct   and
identifiable financial and economic direct or indirect benefits to
it.  Such identifiable benefits include:  (i) the availability  to
it  of  the benefit of Letters of Credit and the proceeds  of  the
Loans  on  an as needed basis by way of intercompany loans  and/or
capital contributions for general corporate or other purposes  and
(ii)  the  general  improvement  of  its  financial  and  economic
condition.   It  has  had full and complete  access  to  the  Loan
Documents  and  all other papers executed by any  Obligor  or  any
other Person in connection with the Debt, has reviewed them and is
fully  aware of the meaning and effect of their contents.   It  is
fully  informed of all circumstances which bear upon the risks  of
executing this Guaranty and which a diligent inquiry would reveal.
It has adequate means to obtain from Company on a continuing basis
information concerning Company's financial condition, and  is  not
depending on Agent or any Bank to provide such information, now or
in  the  future.  It agrees that neither Agent nor any Bank  shall
have  an  obligation to advise or notify it or to provide it  with
any  such data or information.  The execution and delivery of this
Guaranty is not a condition precedent (and neither Agent  nor  any
Bank has in any way implied that the execution of this Guaranty is
a  condition  precedent),  nor does it  create  an  obligation  or
commitment,  to  Agent's  or  any  Bank's  making,  extending   or
modifying any loan or any other financial accommodation to or  for
it.   The  Company  and the Guarantors are and  intend  to  remain
separate  legal  entities  and nothing  in  this  Section  4.1  is
intended  or  shall  act  to invalidate  or  impair  the  separate
corporate  or  other organizational existence  or  status  of  the
Company or any Guarantor.
     Section  4.2     Proceedings.   No bankruptcy  or  insolvency
proceedings are pending or contemplated by or against it.
                            ARTICLE 5.
     Section   5.1      Covenants  for  the  Benefit   of   Agent.
Guarantors, jointly and severally, covenant and agree that,  until
termination of the Credit Agreement in accordance with its  terms,
each  Guarantor  will promptly, after learning  of  any  Unmatured
Event  of  Default  or Event of Default, notify  Agent  of  it  in
writing,  specifying its nature, the period of its  existence  and
what  action Guarantors are taking or propose to take with respect
thereto.
                            ARTICLE 6.
     Section 6.1     Term.  Subject to the automatic reinstatement
provisions  of Article 3 above, this Guaranty shall terminate  and
be  of  no  further  force or effect upon the termination  of  the
Credit Agreement and the indefeasible payment of the Debt in  full
in cash.
                            ARTICLE 7.
     Section  7.1      Default.  If any Event  of  Default  occurs
under   the   Credit  Agreement,  then  that  shall  automatically
constitute default under this Guaranty.
                            ARTICLE 8.
     Section  8.1     Binding  on  Successors;  No  Assignment  by
Guarantors.     All   guaranties,   warranties,   representations,
covenants and agreements in this Guaranty shall bind the trustees,
receivers,  successors  and assigns of each  Guarantor  and  shall
benefit  the  Banks  and  Agent, their respective  successors  and
assigns,  and  any holder of any part of the Debt.   No  Guarantor
shall  assign  or  delegate  any of  its  obligations  under  this
Guaranty  or  any of the other Loan Documents without the  express
prior written consent of Agent.
     Section  8.2      Subordination of Company's  Obligations  to
Guarantors.   Each  Guarantor  agrees  that  if,  for  any  reason
whatsoever,  Company  now  or  hereafter  owes  any  Indebtedness,
directly or indirectly, to any Guarantor, or any Guarantor now  or
hereafter  owes any Indebtedness, directly or indirectly,  to  any
other Guarantor, all such Indebtedness, together with all interest
thereon  and  fees and other charges in connection therewith,  and
all  Liens  securing any such Indebtedness shall at all  times  be
second,  subordinate  and inferior in right of  payment,  in  lien
priority and in all other respects to the Debt and the fulfillment
of  any  such indebted Guarantor's obligations hereunder or  under
any  of  the other Loan Documents and all Liens from time to  time
securing the Debt.  The provisions of this Section are in addition
to, and cumulative of, any other provisions contained in any other
Loan Document or other document, instrument or writing.
     Section 8.3     Waiver of Suretyship Rights.  By signing this
Guaranty or executing a Joinder Agreement, each Guarantor, to  the
fullest  extent not prohibited by applicable law, WAIVES each  and
every  right  to  which  it  may be  entitled  by  virtue  of  any
suretyship law, including any rights it may have pursuant to  Rule
31  of  the Texas Rules of Civil Procedure, Section 17.001 of  the
Texas Civil Practice and Remedies Code and Chapter 34 of the Texas
Business  and Commerce Code, as the same may be amended from  time
to time.
     Section  8.4     Indemnification.  To the fullest extent  not
prohibited  by applicable law, Guarantors, jointly and  severally,
agree  to indemnify, defend and hold each Bank and Agent and their
respective  shareholders, directors, officers, agents,  attorneys,
advisors  and employees (collectively, the "Indemnified  Parties")
harmless from and against any and all loss, liability, obligation,
damage,  penalty,  judgment, claim, deficiency,  expense,  action,
suit,  cost  and  disbursement of any kind  or  nature  whatsoever
(including  interest, penalties, attorneys' fees and amounts  paid
in  settlement)  (the "Losses"), regardless of whether  caused  in
whole  or  in  part  by the negligence of any of  the  Indemnified
Parties,   imposed  on,  incurred  by  or  asserted  against   the
Indemnified  Parties  growing out of or resulting  from  any  Loan
Document or any transaction or event contemplated therein,  except
to  the  extent  determined by a final  decision  of  a  court  of
competent  jurisdiction  that such  Loss  was  due  to  the  gross
negligence  or willful misconduct of such Indemnified Party.   Any
amount to be paid under this Section by Guarantors to any Bank  or
Agent  shall  be  a joint and several demand obligation  owing  by
Guarantors  and  shall bear interest from the date of  expenditure
until  paid  at  the rate set forth in Section 6.1 of  the  Credit
Agreement.
     Section  8.5     Amendments in Writing.  This Guaranty  shall
not  be  changed orally but shall be changed only by agreement  in
writing signed by each Guarantor and Agent.  Any waiver or consent
with  respect  to  this Guaranty shall be effective  only  in  the
specific  instance and for the specific purpose for  which  given.
No course of dealing between the parties, no usage of trade and no
parole  or  extrinsic  evidence of any nature  shall  be  used  to
supplement  or  modify  any of the terms  or  provisions  of  this
Guaranty.
     Section 8.6     Notices.  Any notices or other communications
required  or permitted to be given hereunder shall be given,  made
and  received in the manner provided in Section 15.2 of the Credit
Agreement; provided, that with respect to the Guarantors, any such
notices  or  other communications shall be sent  to  them  at  the
"Address  for Notices" specified below their respective  names  on
the  signature  pages  hereof or on the  signature  pages  of  any
Joinder  Agreement or at such other address as shall be designated
by such recipient in a notice to the other parties hereto given in
accordance with Section 15.2 of the Credit Agreement.
     Section  8.7    Gender; "Including" is Not Limiting;  Section
Headings.  The masculine and neuter genders used in this  Guaranty
each includes the masculine, feminine and neuter genders, and  the
singular  number includes the plural where appropriate,  and  vice
versa.  Wherever the term "including" or a similar term is used in
this  Guaranty, it shall be read as if it were written  "including
by  way  of  example  only and without in  any  way  limiting  the
generality  of  the clause or concept referred to."  The  headings
used  in  this Guaranty are included for reference only and  shall
not  be  considered  in interpreting, applying or  enforcing  this
Guaranty.
     Section 8.8     Offset Rights.
          (1)   Guarantors agree that, in addition to (and without
     limitation  of)  any  right  of  set-off,  bankers'  lien  or
     counterclaim a Bank may otherwise have, to the fullest extent
     not  prohibited  by  applicable  law,  each  Bank  shall   be
     entitled,  at its option, upon the occurrence and during  the
     continuance of an Event of Default to offset balances held by
     it for the account of any Guarantor at any of its offices, in
     Dollars or in any other currency, against any obligations  of
     Guarantors hereunder or under any other Loan Document,  which
     is  not paid when due, in which case it shall promptly notify
     the  affected Guarantor and Agent thereof, provided that such
     Bank's  failure  to  give such notice shall  not  affect  the
     validity thereof.
          (2)   If  a  Bank shall obtain payment of any obligation
     then  due hereunder or under any other Loan Document to  such
     Bank,  through the exercise of any right of set-off, banker's
     lien,  counterclaim or similar right, or otherwise, it  shall
     promptly purchase from the other Banks participations in  the
     Loans made, or reimbursement obligations or other obligations
     held, by the other Banks in such amounts, and make such other
     adjustments  from time to time as shall be equitable  to  the
     end  that  all  the  Banks shall share the  benefit  of  such
     payment  (net of any expenses which may be incurred  by  such
     Bank  in  obtaining or preserving such benefit) pro  rata  in
     accordance  with  the unpaid principal and  interest  on  the
     obligations  then due to each of them.  To such end  all  the
     Banks shall make appropriate adjustments among themselves (by
     the  resale  of  participations sold or  otherwise)  if  such
     payment is rescinded or must otherwise be restored.
          (3)   Guarantors  agree, that any Bank so  purchasing  a
     participation in the Loans made, or reimbursement obligations
     or  other obligations held, by other Banks may to the fullest
     extent  it  may  effectively  do  so  under  applicable  law,
     exercise  all  rights of set-off, bankers' lien, counterclaim
     or similar rights with respect to such participation as fully
     as   if  such  Bank  were  a  direct  holder  of  Loans   and
     reimbursement obligations or other obligations in the  amount
     of   such  participation.   Nothing  contained  herein  shall
     require  any Bank to exercise any such right or shall  affect
     the right of any Bank to exercise, and retain the benefits of
     exercising,  any  such  right  with  respect  to  any   other
     Indebtedness of Guarantors.
     Section  8.9     CHOICE  OF  LAW.   THIS  GUARANTY  SHALL  BE
GOVERNED  BY AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE  LAWS
OF  THE STATE OF TEXAS AND THE UNITED STATES OF AMERICA FROM  TIME
TO TIME IN EFFECT.
     Section 8.10    Survival.  The representations, covenants and
agreements  set forth in this Guaranty shall continue and  survive
until final termination of this Guaranty.
     Section  8.11     Rights Cumulative; Delay Not  Waiver.   Any
Bank's  or  Agent's  exercise of any right, benefit  or  privilege
under  any of the Loan Documents or any other papers or at law  or
in equity shall not preclude the concurrent or subsequent exercise
of  any other present or future rights, benefits or privileges  or
any  Bank  or  Agent.  The remedies provided in this Guaranty  are
cumulative and not exclusive of any remedies provided by law,  the
Loan  Documents or any other papers or in equity.  No  failure  by
any  Bank  or  Agent to exercise, and no delay in exercising,  any
right under any Loan Document or any other papers shall operate as
a waiver thereof.
     Section  8.12     Severability.  If  any  provision  of  this
Guaranty  is  held  to be illegal, invalid or unenforceable  under
present  or future laws, the legality, validity and enforceability
of the remaining provisions of this Guaranty shall not be affected
thereby, and this Guaranty shall be liberally construed so  as  to
carry  out  the intent of the parties to it. Each waiver  in  this
Guaranty is subject to the overriding and controlling rule that it
shall  be effective only if and to the extent that (a) it  is  not
prohibited  by  applicable  law and  (b)  applicable  law  neither
provides  for  nor  allows any material sanctions  to  be  imposed
against  any  Bank or Agent for having bargained for and  obtained
it.
     Section 8.13   Entire Agreement.  This Guaranty embodies  the
entire  agreement  and understanding between  Guarantors  and  the
Banks  and Agent with respect to its subject matter and supersedes
all  prior  conflicting or inconsistent agreements,  consents  and
understandings  relating  to  such  subject  matter.    Guarantors
acknowledge and agree that there is no oral agreement between  any
Guarantor and any Bank or Agent which has not been incorporated in
this Guaranty.
     Section  8.14     Usury  Not  Intended;  Savings  Provisions.
Notwithstanding  any provision to the contrary  contained  in  any
Loan  Document, it is expressly provided that in no case or  event
shall  the  aggregate of any amounts accrued or paid  pursuant  to
this Guaranty which under applicable laws are or may be deemed  to
constitute  interest ever exceed the maximum nonusurious  interest
rate  permitted  by  applicable Texas or federal  laws,  whichever
permit  the  higher rate.  In this connection, each Guarantor  and
Agent  on behalf of the Banks stipulate and agree that it is their
common and overriding intent to contract in strict compliance with
applicable usury laws.  In furtherance thereof, none of the  terms
of  this Guaranty shall ever be construed to create a contract  to
pay,  as  consideration for the use, forbearance or  detention  of
money,  interest at a rate in excess of the maximum rate permitted
by applicable laws.  Guarantors shall never be liable for interest
in  excess of the maximum rate permitted by applicable laws.   If,
for any reason whatever, such interest paid or received during the
full  term  of the applicable indebtedness produces a  rate  which
exceeds  the maximum rate permitted by applicable laws, the  Banks
shall  credit against the principal of such indebtedness  (or,  if
such  indebtedness shall have been paid in full, shall  refund  to
the payor of such interest) such portion of said interest as shall
be necessary to cause the interest paid to produce a rate equal to
the  maximum rate permitted by applicable laws.  All sums paid  or
agreed  to  be  paid  to  the Banks for the  use,  forbearance  or
detention  of  money shall, to the extent permitted by  applicable
law,  be amortized, prorated, allocated and spread in equal  parts
throughout the full term of the applicable indebtedness,  so  that
the  interest  rate is uniform throughout the full  term  of  such
indebtedness.   The provisions of this Section shall  control  all
agreements, whether now or hereafter existing and whether  written
or oral, between any Guarantor and Agent or any Bank.
                            ARTICLE 9.
     Section  9.1     It  is contemplated by each  Guarantor  that
additional  Subsidiaries of NPCI may from time to  time  become  a
Guarantor  hereunder  (as  required by the  terms  of  the  Credit
Agreement) by their execution and delivery to Agent on  behalf  of
the Banks of a Joinder Agreement.  Each Guarantor agrees, consents
and acknowledges that upon the execution and delivery to Agent  by
any  such Subsidiary of a Joinder Agreement, such Subsidiary shall
become  a  Guarantor  hereunder  for  all  purposes,  jointly  and
severally  liable hereunder as if such Subsidiary  had  originally
been  a party hereto, without notice to any Guarantor or any other
Party.
     THIS GUARANTY is executed as of the date first above written.
                                   NPC RESTAURANTS HOLDINGS, INC.


                                   By:    /s/ Troy D. Cook
                                   Name:  Troy D. Cook
                                   Title: Senior V.P.

                                   NATIONAL CATERING COMPANY,
                                   INC.


                                   By:    /s/ Troy D. Cook
                                   Name:  Troy D. Cook
                                   Title: Senior V.P.

                                   NPC RESTAURANTS, LP

                                        By:  NPC INTERNATIONAL,
                                             INC., its general
                                             partner


                                        By:    /s/ Troy D. Cook
                                        Name:  Troy D. Cook
                                        Title: Senior V.P.

                                   NPC INTERNATIONAL, INC.


                                   By:    /s/ Troy D. Cook
                                   Name:  Troy D. Cook
                                   Title: Senior V.P.

                                   SEATTLE RESTAURANT EQUIPMENT
                                     COMPANY, INC.


                                   By:    /s/ Troy D. Cook
                                   Name:  Troy D. Cook
                                   Title: Senior V.P.

ACKNOWLEDGED:

NPC MANAGEMENT, INC.


By:    /s/ Troy D. Cook
Name:  Troy D. Cook
Title: Senior V.P.

                         JOINDER AGREEMENT
     This  JOINDER AGREEMENT (this "Joinder Agreement")  is  dated
effective as of ________, 20___, and is executed and delivered  by
___________________________________ (the "Joining  Guarantor"),  a
______________________,   to  CHASE  BANK   OF   TEXAS,   NATIONAL
ASSOCIATION,  a  national banking association,  AS  ADMINISTRATIVE
AGENT  ON  BEHALF  OF BANKS (in such capacity, together  with  its
successors in such capacity, the "Agent").
                       W I T N E S S E T H:
RECITALS:
     1.     NPC   Management,   Inc.,   a   Delaware   corporation
("Company"),  has  entered into that certain  Second  Amended  and
Restated Revolving Credit Agreement dated as of June 20, 2000  (as
amended,  modified, restated and supplemented from time  to  time,
the   "Credit   Agreement")  with  Agent  and  certain   financial
institutions which are signatories thereto or which may  become  a
party thereto from time to time.
     2.   Pursuant to the terms of the Credit Agreement, and as  a
condition (among others) for making the initial advance thereunder
and  issuing  the initial Letter of Credit pursuant thereto,  NPCI
and  certain Subsidiaries of NPCI executed and delivered to  Agent
an  Amended  and Restated Master Guaranty of even  date  with  the
Credit  Agreement, pursuant to which, among other things, each  of
such   Subsidiaries,   jointly   and  severally,   unconditionally
guaranteed  the  payment of all of the Debt  (subject  to  certain
limitations,  as  provided  therein).   The  Master  Guaranty,  as
amended, modified, supplemented, joined in and restated from  time
to time, is herein called the "Guaranty." All Persons from time to
time  a  party to the Guaranty (whether originally or by  joinder)
are  herein collectively called the "Guarantors," and are  each  a
"Guarantor," herein.
     3.    Pursuant  to  the  terms of the Credit  Agreement,  the
Joining  Guarantor is now required, among other things and subject
to  certain  terms  and conditions, to join in the  execution  and
delivery  to  Agent  on behalf of Banks of  the  Guaranty  by  its
execution and delivery of this Joinder Agreement and otherwise  by
such action as Agent or any Bank may reasonably require.
     4.    In  order to comply with such requirement, the  Joining
Guarantor executes and delivers this Joinder Agreement.
AGREEMENTS:
     Now,   in   consideration  of  the   credit   and   financial
accommodations extended and to be extended to Company pursuant  to
the  Credit  Agreement and the other Loan Documents or  otherwise,
which  Joining Guarantor hereby agrees have and shall continue  to
benefit Joining Guarantor and its shareholders as described in the
Guaranty,  and  for  other  good and valuable  consideration,  the
receipt  and sufficiency of which are hereby acknowledged, Joining
Guarantor hereby agrees, assumes, ratifies, joins and acknowledges
as follows:
     1.    Assumption.   Joining Guarantor hereby unconditionally,
jointly  and  severally,  assumes liability  for  all  Guarantees,
covenants,    warranties,    representations,    indemnifications,
obligations  and other Indebtedness of Guarantors now existing  or
which  may hereafter arise under the Guaranty and shall be  liable
therefor as though Joining Guarantor had originally been  a  party
to  the  Guaranty.   Without limitation of the foregoing,  Joining
Guarantor,   as   a  primary  obligor  and  not   as   a   surety,
unconditionally, jointly and severally, guarantees unto Agent  for
the benefit of Banks the payment of the Debt when due (whether  at
the  stated  maturity, by acceleration or otherwise) in accordance
with  the  terms  of  the  Loan  Documents.   Notwithstanding  the
foregoing  and the other provisions of this Joinder Agreement,  to
the   extent  that  in  a  legal  proceeding  brought  within  the
applicable limitations period it is determined by the final,  non-
appealable order of a court having jurisdiction over the issue and
the applicable parties that Joining Guarantor received less than a
reasonably   equivalent  value  in  exchange  for   such   Joining
Guarantor's incurrence of its obligations under the Guaranty, then
and  only  then  the  liability  of Joining  Guarantor  under  the
Guaranty  shall  be limited to the Guaranteed Debt  applicable  to
such  Joining Guarantor.  Agent shall have the right to  determine
and  designate  from  time to time, without notice  or  assent  of
Joining  Guarantor,  which portions of the Debt  shall  be  deemed
included  in  the Guaranteed Debt.  Joining Guarantor acknowledges
that  such  determination  and designation  shall  be  conclusive,
absent  manifest  error.   The  Guaranty  shall  not  fail  or  be
ineffective  or  invalid  or  be  considered  too  indefinite   or
contingent   with  respect  to  Joining  Guarantor   because   the
Guaranteed Debt applicable to Joining Guarantor may fluctuate from
time  to  time or for any other reason.  Any payment or prepayment
by  Company  or  any  other Person against the  Debt  (other  than
payments  made  by a Guarantor in accordance with  the  procedures
described  in the definition of "Guaranteed Debt" in the  Guaranty
and   then   only  with  respect  to  such  Guarantor's  liability
hereunder) shall be deemed paid first against that portion of  the
Debt  not  included  in "Guaranteed Debt" or  determined  for  any
reason  not to be a part of "Guaranteed Debt," and then  shall  be
paid  against any portion of the Debt that is Guaranteed Debt,  in
such  order  and  manner  as Agent shall  determine  in  its  sole
discretion.
     2.    Terms  Ratified.   Joining Guarantor  hereby  expressly
joins  under  the  Guaranty and ratifies  all  Guaranties,  terms,
covenants,  representations, warranties,  agreements,  provisions,
indemnifications,  WAIVERS,  RELEASES,  restrictions,  duties  and
responsibilities of Guarantors under the Guaranty and agrees  that
they shall apply to Joining Guarantor as if Joining Guarantor  had
executed the Guaranty and that any reference to "Guarantors" or  a
"Guarantor" contained in the Guaranty, the Credit Agreement or any
other  Loan Documents shall mean, without limitation, the  Joining
Guarantor.
     3.   Representations.  Joining Guarantor (a) confirms that it
has  received  a  copy of the Loan Documents, together  with  such
other  documents and information as it has deemed  appropriate  to
make  its  own  credit analysis and decision to  enter  into  this
Joinder  Agreement;  (b)  agrees that it will,  independently  and
without  reliance  upon  Agent or  any  Bank  and  based  on  such
documents  and  information as it shall deem  appropriate  at  the
time,  continue to make its own credit decisions in taking or  not
taking  action under the Loan Documents, (c) represents  that  the
value  of the consideration received and to be received by Joining
Guarantor  is  reasonably worth at least as much as the  liability
and  obligation of such Joining Guarantor hereunder, and that such
liability  and  obligation may reasonably be expected  to  benefit
Joining Guarantor directly or indirectly and (d) affirms and makes
the  representations provided in Section 4 of the Guaranty  as  if
set forth herein.  The Board of Directors of Joining Guarantor has
duly  adopted resolutions certifying that the execution,  delivery
and performance of this Joinder Agreement (and the effect thereof)
will benefit Joining Guarantor and its shareholders.
     4.    No  Impairment.   Nothing herein shall  in  any  manner
impair  or  extinguish  the Guaranty or  any  of  the  other  Loan
Documents  or  any  lien  or security interest  now  or  hereafter
securing  the payment of any of the Indebtedness arising  pursuant
to the Loan Documents.
     5.    Conditions.   This Joinder Agreement shall  not  become
effective  until  the Joining Guarantor shall  have  delivered  to
Agent each of the following:
          5.1   a  certificate of the Secretary or  any  Assistant
     Secretary of Joining Guarantor (or other officer or  director
     of   Joining   Guarantor  which  is  authorized  in   Joining
     Guarantors  organizational documents to keep the minute  book
     or   similar  record  of  Joining  Guarantor),  in  form  and
     substance  satisfactory to the Banks, dated as  of  the  date
     hereof,  as to (i) the resolutions of the Board of  Directors
     (or   similar  governing  body)  of  the  Joining   Guarantor
     authorizing the execution, delivery and performance  of  this
     Joinder Agreement and of all instruments contemplated  herein
     to   be  executed  and  delivered  by  Joining  Guarantor  in
     connection  herewith  (a  copy  of  such  resolutions  to  be
     incorporated  into  such certificate),  such  certificate  to
     state  that  said  copy is a true and correct  copy  of  such
     resolutions  and that such resolutions were duly adopted  and
     have not been amended, superseded, revoked or modified in any
     respect and remain in full force and effect as of the date of
     such   certificate;   (ii)  the  election,   incumbency   and
     signatures of the officer or officers (or other official)  of
     Joining  Guarantor  executing  and  delivering  this  Joinder
     Agreement and each other instrument or document furnished  in
     connection herewith; (iii) Joining Guarantor's organizational
     documents in effect as of the date hereof (a copy thereof  to
     be   attached  to  the  certificate),  and  (iv)  such  other
     documents  and  information  as  Agent  or  any  Bank   shall
     reasonably request; and
          5.2   a legal opinion from the legal counsel for Joining
     Guarantor   acceptable  to  Agent  in  form   and   substance
     satisfactory to the Banks.
     6.   Governing Law.  Unless otherwise specified therein, this
Joinder Agreement shall be governed by and construed in accordance
with  the  laws  of  the State of Texas and the United  States  of
America.
     7.      Survival;   Parties   Bound.   All   representations,
warranties, covenants and agreements made by or on behalf  of  the
Joining  Guarantor  in  connection  herewith  shall  survive   the
execution  and  delivery of this Joinder Agreement and  the  other
Loan Documents, shall not be affected by any investigation made by
any   Person,  and  shall  bind  the  Joining  Guarantor  and  its
successors,  trustees,  receivers and assigns  and  inure  to  the
benefit  of  the successors and assigns of Agent and  Banks.   The
term  of this Joinder Agreement shall be until the termination  of
the Guaranty as to all Parties.
     8.    Captions.  The headings and captions appearing in  this
Joinder  Agreement have been included solely for  convenience  and
shall not be considered in construing this Joinder Agreement.
     9.    Definitions.  Terms used herein and not defined herein,
but  which  are  defined in the Credit Agreement or the  Guaranty,
shall  have  the meanings herein assigned to them  in  the  Credit
Agreement or the Guaranty, respectively.
     10.   Parties Bound.  This Joinder Agreement shall  bind  and
benefit  the  parties hereto and their respective  successors  and
assigns, except that Joining Guarantor and Company may not  assign
their  rights  or obligations hereunder without the prior  written
consent of Agent and Banks.
     11.    Amendments,  Etc,   No  amendment  or  waiver  of  any
provision  of  this Joinder Agreement or any other Loan  Document,
nor  any  consent  to  any  departure  by  the  Joining  Guarantor
therefrom,  shall in any event be effective unless the same  shall
be  agreed  or consented to by Agent, Banks and Joining Guarantor,
and  each  such waiver or consent shall be effective only  in  the
specific  instance and for the specific purpose for  which  given,
unless otherwise specifically provided in the Credit Agreement.
     IN  WITNESS WHEREOF, the Joining Guarantor has executed  this
Agreement as of the date set forth above.





                                   By:
                                   Name:
                                   Title:



ATTEST:



Name:
Title: