FOURTH AMENDMENT


         FOURTH AMENDMENT dated as of November 1, 1996 (this "Amendment"),  with
respect  to the  Credit  Agreement  dated as of  December  28,  1992 (the  "Loan
Agreement"),  among HOULIHAN'S  RESTAURANTS,  INC., a Delaware  corporation (the
"Borrower"),  the  financial  institutions  listed  on  Schedule  A to the  Loan
Agreement,  which  on the  date of  this  Agreement  consist  solely  of  Caisse
Nationale  de Credit  Agricole  (the  "Banks"),  and CAISSE  NATIONALE DE CREDIT
AGRICOLE,  NEW YORK BRANCH, as Agent, (the "Agent"),  as such Loan Agreement has
been amended by that certain  First  Amendment  and Consent dated as of December
14, 1993,  that certain Second  Amendment and Consent dated as of March 25, 1996
and that  certain  Third  Amendment  dated as of June 24,  1996 by and among the
Borrower, the Banks and the Agent.

         The  Borrower  has  requested  that the  Banks  and the  Agent  amend a
covenant of the Loan Agreement, and the Banks and the Agent have agreed to amend
the  Loan  Agreement,  all upon  the  terms  and  conditions  set  forth in this
Amendment.

         It  is  therefore  agreed,  effective  as of  the  Effective  Date  (as
hereinafter defined), as follows:

1.   Capitalized  terms  used  herein  without   definition  have  the  meanings
     specified in the Loan Agreement.

2.   The Loan Agreement is hereby amended as follows:

(a)  Section  7.12 of the  Loan  Agreement  is  hereby  amended  by  adding  the
     following sentence to the end of such Section (which was added by the Third
     Amendment) to read in its:

"Notwithstanding  the terms of this  Section  7.12,  the  minimum  Fixed  Charge
Coverage  Ratio (i) for the second fiscal  quarter of fiscal year 1996 shall not
be less than 1.6:1 and (ii) for the third  fiscal  quarter  of fiscal  year 1996
shall not be less than 1.8:1.

(b)  As  material  inducement  for the Banks  and the  Agent to enter  into this
     Amendment,  the Borrower hereby agrees to pay to the Agent on behalf of the
     Banks  amendment  fees of (i)  $25,000  on the  Effective  Date and (ii) an
     additional  $25,000 on December 31, 1996, but such  additional fee will not
     be payable if the Termination Date has occurred on or before such date.

3.   The  Borrower  hereby  represents  and  warrants to the Banks and the Agent
     that:

(a)  it has full corporate  power and authority to execute,  deliver and perform
     this Amendment;



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(b)  the execution,  delivery and  performance by the Borrower of this Amendment
     have been duly authorized by the Borrower by all requisite corporate action
     and  will  not (i)  violate  any  provision  of  law,  any  order,  rule or
     regulation  of  any  court  or  other  governmental  agency,  authority  or
     regulatory  body or other person,  or The Certificate of  Incorporation  or
     Bylaws  of the  Borrower,  (ii)  violate  any  provision  of  any  material
     indenture,  agreement,  mortgage, contract or other instrument to which the
     Borrower is a party or by which any of its property, assets or revenues are
     bound, or be in conflict with, result in a breach of or constitute (with or
     without notice of lapse of time or both) a default under, any such material
     indenture,  agreement,  mortgage,  contract or other  instrument,  or (iii)
     result in the creation or imposition  of any Lien of any nature  whatsoever
     upon any of the property, assets or revenues of the Borrower;

(c)  this Amendment  constitutes the legal,  valid and binding obligation of the
     Borrower,   enforceable   in   accordance   with  its   terms,   except  as
     enforceability  may  be  limited  by  applicable  bankruptcy,   insolvency,
     moratorium or other similar laws affecting  creditor's rights generally and
     that enforceability may be subject to general principles of equity;

(d)  no  registration  with or  consent  or  approval  of,  or other  action  by
     stockholders or any Federal, state or other governmental agency,  authority
     or  regulatory  body or other  person is  required in  connection  with the
     execution, delivery and performance of this Amendment;

(e)  each Credit Party is now in compliance  with all the terms,  provisions and
     covenants  set  forth  in  each of the  Loan  Documents  on its  part to be
     observed or performed;

(f)  no Default or Event of Default has occurred and is continuing;

(g)  upon the effectiveness of the amendments  contained in this Amendment,  (i)
     each Credit Party will be in compliance with all the terms,  provisions and
     covenants  set  forth  in  each of the  Loan  Documents  on its  part to be
     observed  or  performed  and (ii) no Default or Event of Default  will have
     occurred and be continuing;

(h)  all of the representations  and warranties  contained in the Loan Agreement
     are true and correct in all  material  respects as of the date hereof as if
     made on and as of the date hereof; and

(i)  the  parties to the  consent  attached  hereto as Exhibit A include all the
     Borrower's existing Subsidiaries.

4.   This Amendment shall become effective on the date (the "Effective Date") of
     the  receipt  by the Agent of the  amendment  fee  referred  to in  Section
     2(b)(i)  above  and  the  following  documents,  in each  case in form  and
     substance satisfactory to the Agent and its legal counsel:

(a)  counterparts of this  Amendment,  duly executed by each of the Borrower and
     the Required Banks; and



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(b)  certified  copies of  resolutions of the Board of Directors of the Borrower
     approving the execution, delivery and performance of this Amendment and the
     documents contemplated hereby; and

(c)  a consent in the form of  Exhibit A hereto  shall  have been  executed  and
     delivered by each other Credit Party.

5.   The Borrower agrees to pay all reasonable out-of-pockets costs and expenses
     incurred by the Agent in connection  with the preparation of this Amendment
     including,  without  limitation,  the reasonable fees and  disbursements of
     legal counsel for the Agent.

6.   This Amendment  shall be construed in accordance with and shall be governed
     by the laws of the State of New York  applicable to agreements  made and to
     be  performed  in New York and  shall be  construed  without  regard to any
     presumption  or any other rule  requiring  construction  against  the party
     causing the agreement to be drafted.

7.   If any provision of this Amendment is invalid or unenforceable, the balance
     of this Amendment shall remain in effect.

8.   This Amendment may be executed in two or more  counterparts,  each of which
     shall constitute an original, but all of which, when taken together,  shall
     constitute  but  one  instrument,  and  shall  become  effective  as of the
     Effective Date when copies hereof, when taken together,  bear the signature
     of each of the parties hereto.

9.   Except as amended  hereby,  the Loan  Agreement  and each of the other Loan
     Documents  shall continue in full force and effect on the date of execution
     and  delivery  of  this  Amendment.  As  used in the  Loan  Agreement,  all
     references  to the  terms  "Loan  Agreement"  "this  Agreement,"  "hereof,"
     "hereby,"  or the like  shall mean the Loan  Agreement,  as amended by this
     Amendment, unless the context otherwise specifically requires.



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         IN WITNESS WHEREOF,  the Borrower,  the Banks and the Agent have caused
this  Amendment  to be duly  executed,  all as of the day and year  first  above
written.

                                             HOULIHAN'S RESTAURANTS, INC.

                                             By:      /s/ William W. Moreton
                                             Name:  William W. Moreton
                                             Title:   Executive Vice President

                                             CAISSE NATIONALE DE CREDIT AGRICOLE

                                             By:         /s/ Richard Manix
                                             Name:  Richard Manix
                                             Title:    First Vice President

                                             CAISSE    NATIONALE    DE    CREDIT
                                             AGRICOLE,     NEW   YORK  BRANCH,
                                             as Agent

                                             By:         /s/ Richard Manix
                                             Name:  Richard Manix
                                             Title:   First Vice President



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                                     CONSENT

         Reference  is made to that Credit  Agreement  dated as of December  28,
1992  (the  "Loan  Agreement")  among  Gilbert/Robinson,   Inc.,  now  known  as
Houlihan's  Restaurants,  Inc. (the  "Borrower"),  the Banks referred to therein
(the "Banks") and Caisse Nationale de Credit Agricole, New York Branch, as agent
(the  "Agent"),  as such Loan  Agreement  has been amended by that certain First
Amendment  and Consent  dated as of  December  14,  1993,  that  certain  Second
Amendment  and  Consent  dated as of March  25,  1996  and  that  certain  Third
Amendment and Consent  dated as of June 24, 1996 by and among the Borrower,  the
Banks and the Agent.  Each of the  undersigned,  collectively  with the Borrower
constituting all of the Credit Parties,  hereby (a) acknowledges  receipt of and
consents to the  execution,  delivery and  performance  of the Fourth  Amendment
dated as of November 1, 1996 (the "Fourth  Amendment")  among the Borrower,  the
Banks and the Agent, (b) ratifies and affirms each of the Loan Documents and (c)
acknowledges  and agrees that each of the Loan  Documents  remains in full force
and effect and constitutes its valid and binding  obligation,  which  obligation
shall not be  impaired  or  affected  in any way by the  execution,  delivery or
performance  of  the  Fourth  Amendment,  except  to  incorporate  modifications
effected by the  Fourth.  Capitalized  terms used herein will have the  meanings
specified in the Loan Agreement.

         IN WITNESS WHEREOF, the undersigned have caused this Consent to be duly
executed this November 1, 1996.

                                              HOULIHAN'S RESTAURANTS, INC.

                                              By:     /s/ William W. Moreton
                                              Name:  William W. Moreton
                                              Title:   Executive Vice President
     
                                              DARRYL'S OF KISSIMMEE, INC.

                                              By:     /s/ William W. Moreton
                                              Name:  William W. Moreton
                                              Title:     Vice President

                                              DARRYL'S OF OVERLAND PARK, INC.

                                              By:     /s/ William W. Moreton
                                              Name:  William W. Moreton
                                              Title:     Vice President





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                                              DARRYL'S OF ST. LOUIS COUNTY, INC.

                                               By:     /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:     Vice President

                                               G/R TEXAS ENTERPRISES, INC.

                                               By:    /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:     Vice President

                                               S&H BEVERAGE CO., INC.

                                               By:    /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:     Vice President

                                               HOULIHAN'S/BERGEN COUNTY, INC.

                                               By:    /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:     Vice President

                                               HOULIHAN'S OF CALIFORNIA, INC.

                                               By:    /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:     Vice President

                                               HOULIHAN'S OF FARMINGDALE, INC.

                                               By:    /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:      Vice President

                                               HOULIHAN'S OF INDIANAPOLIS, INC.

                                               By:    /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:   Vice President






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                                               HOULIHAN'S/MARYLAND, INC.

                                               By:     /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:     Vice President

                                               HOULIHAN'S/MILWAUKEE, INC.

                                               By:     /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:     Vice President

                                               HOULIHAN'S/SAN FRANCISCO, INC.

                                               By:    /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:     Vice President

                                               RED STEER, INC.

                                               By:    /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:     Vice President

                                               RESTAURANT SUPPLY, INC.

                                               By:    /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:     Vice President

                                               SAM WILSON'S/KANSAS, INC.

                                               By:    /s/ William W. Moreton
                                               Name:  William W. Moreton
                                               Title:     Vice President