SECOND AMENDMENT AGREEMENT

                             dated as of May 7, 1997

                                      among

                            DAKA INTERNATIONAL, INC.

                              SUBSIDIARY GUARANTORS

                           THE BANKS SIGNATORY HERETO

                                       and

                            THE CHASE MANHATTAN BANK

                                    as Agent











<PAGE>




                           SECOND AMENDMENT AGREEMENT

         SECOND AMENDMENT  AGREEMENT (this  "Agreement") dated as of May 7, 1997
among  DAKA  INTERNATIONAL,  INC.,  a  corporation  organized  under the laws of
Delaware (the  "Borrower");  each of the Subsidiaries of the Borrower which is a
signatory hereto  (collectively  the "Subsidiary  Guarantors" and, together with
the Borrower,  the  "Obligors");  each of the banks which is a signatory  hereto
(collectively the "Banks"); and THE CHASE MANHATTAN BANK, a bank organized under
the laws of New York,  as agent for the Banks (in such  capacity,  together with
its successors in such capacity, the "Agent").

         WHEREAS,  the Borrower,  the Subsidiary  Guarantors,  the Banks and the
Agent have entered into that certain Third Amended and Restated Credit Agreement
dated as of  October  15,  1996 (as  amended  by that  certain  First  Amendment
Agreement  dated as of February 7, 1997 (the "First  Amendment  Agreement"),  as
further  amended by that certain  side letter dated  February 20, 1997 and as in
effect  prior to the  effectiveness  of this  Agreement,  the  "Existing  Credit
Agreement," and, as amended by this Agreement,  the "Amended Credit  Agreement")
pursuant to which the Banks have  extended  credit to the Obligors  evidenced by
certain  Promissory  Notes dated  October 15,  1996 issued by the  Borrower  and
guarantied by the Subsidiary Guarantors;

         WHEREAS,  the Borrower,  the Subsidiary  Guarantors,  the Banks and the
Agent have  agreed to enter into this  Agreement  to provide  for,  among  other
things,  the modification of certain covenants and definitions  contained in the
Existing Credit Agreement; and

         WHEREAS,  the Facility  Documents,  as amended and supplemented by this
Agreement (including,  without limitation, this Agreement and the Amended Credit
Agreement)  and as each may be amended or  supplemented  from time to time,  are
referred to herein as the "Amended Facility Documents".

         NOW THEREFORE, for valuable consideration,  the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

                  ARTICLE 1.  AMENDMENTS TO EXISTING AGREEMENTS.

         Section 1.01.  Amendments  to Existing  Credit  Agreement.  Each of the
Obligors and, subject to the satisfaction of the conditions set forth in Article
3, the Agent and the Banks hereby  consents and agrees to the  amendments to the
Existing Credit Agreement set forth below:


                                        1

<PAGE>



                  (a) The  definition  of  "Letter  of Credit  Availability"  in
Section 1.01 of the Existing  Credit  Agreement is hereby  amended to substitute
"$3,023,387" in place of "$5,000,000".

                  (b) The  definition of  "Termination  Date" in Section 1.01 of
the Existing Credit Agreement is hereby amended to substitute "April 2, 1998" in
place of "January 2, 1998".

                  (c) Section 2.01(a) of the Existing Credit Agreement is hereby
amended to add ", (vii)  $5,000,000  on January 31, 1998,  (viii)  $5,000,000 on
February 28, 1998 and (ix) $7,500,000 on March 31, 1998" immediately  subsequent
to "December 31, 1997" in the second sentence thereof.

                  (d) Section 8.04(a) of the Existing Credit Agreement is hereby
amended to add "and, on or after  January 1, 1998,  three  additional  'Champps'
restaurants" immediately subsequent to "Schedule V".

                  (e) Section  8.15 of the Existing  Credit  Agreement is hereby
amended  (i) to add "or (v) if such  fiscal  quarter  ends on  March  28,  1998,
$3,000,000"  immediately  subsequent to  "$2,800,000" in subsection (a) thereof;
and (ii) to add "; and (c) during the fiscal  period from March 29, 1997 through
March  28,   1998  would   exceed   $14,032,000"   immediately   subsequent   to
"$20,000,000".

                  (f) Section 8.16(c) of the Existing Credit Agreement is hereby
amended to add "and, on or after  January 1, 1998,  three  additional  'Champps'
restaurants" immediately subsequent to "Detroit, Michigan".

                  (g) Section 9.01(a) of the Existing Credit Agreement is hereby
amended to add "or (v) if such fiscal quarter ends on March 28, 1998,  $500,000"
immediately subsequent to "$0".

                  (h) Section  9.02 of the Existing  Credit  Agreement is hereby
amended (i) to delete "January,  February, March" in subsection (a) thereof; and
(ii) to add  "January,  February,  March,  "  immediately  prior  to  "June"  in
subsection (b) thereof.

                  (i) Section  9.04 of the Existing  Credit  Agreement is hereby
amended to add "or (e) if such fiscal  quarter ends on March 28,  1998,  1.00 to
1.00" immediately subsequent to ".90 to 1.00".

                  (j) Section  9.05 of the Existing  Credit  Agreement is hereby
amended (i) to add "or (v) if such fiscal  quarter ends on March 28, 1998,  2.47
to 1.00"  immediately  subsequent to "2.33 to 1.00" in  subsection  (a) thereof;
(ii) to substitute


                                        2

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"(.39)" in place of  "(.24)",  "(.20)" in place of "(.09)" and ".49" in place of
".57" in  subsection  (b)  thereof;  and (iii) to add "; and (c) for the  fiscal
period from March 29, 1997 through March 28, 1998 shall be not less than 1.05 to
1.00" immediately subsequent to ".57 to 1.00".

                   (k)  Schedules  I-IV of the  Existing  Credit  Agreement  are
hereby amended and restated as set forth in Schedules I-IV hereto.

         Section 1.02.  Amendments  to First  Amendment  Agreement.  Each of the
Obligors and, subject to the satisfaction of the conditions set forth in Article
3, the Agent and the Banks hereby  consents and agrees to the  amendments to the
First Amendment Agreement set forth below:

                  (a) Section  5.01 of the First  Amendment  Agreement is hereby
amended  to  substitute  "establish  by May 30,  1997" in  place  of  "take  all
necessary actions to establish within 60 days, and agrees to establish within 90
days, of the Effective Date" in the second sentence thereof.

                  (b) Section  5.03 of the First  Amendment  Agreement is hereby
amended to add "or, if not financed in accordance with the terms hereof prior to
February 15, 1998,  on or after  February 15, 1998"  immediately  subsequent  to
"Event of Default" in the last sentence thereof.

         Section 1.03.  Amendments to Security  Agreement.  Each of the Obligors
and,  subject to the  satisfaction of the conditions set forth in Article 3, the
Agent and the Banks hereby  consents and agrees that  Schedule A to the Security
Agreement is hereby amended and restated as set forth in Schedule V hereto.

         Section 1.04. Amendments to Pledge Agreement. Each of the Obligors and,
subject to the  satisfaction of the conditions set forth in Article 3, the Agent
and the Banks hereby consents and agrees that Schedule A to the Pledge Agreement
is hereby amended and restated as set forth in Schedule VI hereto.

                  ARTICLE 2.  REPRESENTATIONS AND WARRANTIES.

         Each of the Obligors  hereby  represents  and  warrants  that as of the
Effective Date:

         Section 2.01.     Existing Representations and Warranties.  Each of the
representations and warranties contained in Article 6 of the Existing Credit
Agreement, in Article 3 of the Security Agreement, in Article 3 of the Trademark


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Security Agreement and in Article 3 of the Pledge Agreement are true and correct
as of the Effective Date.

         Section  2.02.  No  Defaults.  No event has  occurred  and no condition
exists  which  would  constitute  a  Default  or an Event of  Default  under the
Facility  Documents,  and no event has occurred  and no  condition  exists which
would  constitute  a Default or an Event of Default  under the Amended  Facility
Documents.

         Section  2.03.  Corporate  Power  and  Authority;  No  Conflicts.   The
execution,  delivery  and  performance  by each of the  Obligors  of the Amended
Facility  Documents  to which it is a party  have  been duly  authorized  by all
necessary corporate,  partnership or limited liability company action and do not
and will not: (a) require any consent or approval of its stockholders,  partners
or  members;  (b)  contravene  its  organizational  documents;  (c)  violate any
provision  of, or require  any filing  (other  than the filing of the  financing
statements  contemplated  by  the  Security  Agreement  and  the  filing  of the
Mortgages  and the  Trademark  Security  Agreement),  registration,  consent  or
approval  under,  any law,  rule,  regulation  (including,  without  limitation,
Regulation U), order, writ, judgment, injunction, decree, determination or award
presently in effect having  applicability to any Consolidated Entity; (d) result
in a breach  of or  constitute  a  default  or  require  any  consent  under any
indenture  or  loan  or  credit  agreement  or any  other  agreement,  lease  or
instrument  to which  any  Consolidated  Entity is a party or by which it or its
properties may be bound or affected if such breach, default or failure to obtain
consent could  reasonably  be expected to have a Material  Adverse  Effect;  (e)
result in, or require,  the  creation or  imposition  of any Lien (other than as
created  under  the  Security  Documents),  upon or with  respect  to any of the
properties now owned or hereafter  acquired by any Consolidated  Entity;  or (f)
cause any  Consolidated  Entity  to be in  default  under  any such  law,  rule,
regulation, order, writ, judgment, injunction, decree, determination or award or
any  such  indenture,  agreement,  lease or  instrument  if such  default  could
reasonably be expected to have a Material Adverse Effect.

         Section 2.04.  Legally  Enforceable  Agreements.  Each Amended Facility
Document to which any Obligor is a party has been duly executed and delivered by
such Obligor.  Each Amended Facility Document to which any Obligor is a party is
a legal, valid and binding obligation of such Obligor  enforceable  against such
Obligor in accordance with its terms, except to the extent that such enforcement
may be limited by  applicable  bankruptcy,  insolvency  and other  similar  laws
affecting creditors' rights generally.

         Section 2.05. Financial  Statements.  The consolidated balance sheet of
the Consolidated  Entities as at June 29, 1996, and the related consolidated and
consolidating   (by  business   segment)  income   statements  and  consolidated
statements


                                        4
<PAGE>



of cash flows and changes in stockholders'  equity of the Consolidated  Entities
for the fiscal year then ended,  and the accompanying  footnotes,  together with
the  unqualified  opinion on the  consolidated  statements of Deloitte & Touche,
independent  certified  public  accountants,  and the  interim  draft  unaudited
consolidated  balance sheet of the  Consolidated  Entities as at March 29, 1997,
and the related draft  unaudited  consolidated  and  consolidating  (by business
segment) income statements and consolidated statements of cash flows and changes
in stockholders'  equity of the  Consolidated  Entities for the nine months then
ended,  copies of which have been  furnished to each of the Banks,  are complete
and  correct and fairly  present the  financial  condition  of the  Consolidated
Entities at such dates and the  results of the  operations  of the  Consolidated
Entities for the periods covered by such statements, all in accordance with GAAP
consistently applied. There are no liabilities of any Consolidated Entity, fixed
or  contingent,  which  are  material  but are not  reflected  in the  financial
statements or in the notes thereto and which would be required to be recorded in
such  financial  statements  or  notes  in  accordance  with  GAAP,  other  than
liabilities  arising in the ordinary course of business since March 29, 1997. No
information, exhibit or report furnished by any Consolidated Entity to the Banks
in connection  with the  negotiation  of this  Agreement  contained any material
misstatement  of fact or omitted to state a material fact or any fact  necessary
to make the statements contained therein not materially misleading.  Since March
29, 1997,  there has been no change which could reasonably be expected to have a
Material Adverse Effect.

                  ARTICLE 3.  CONDITIONS PRECEDENT.

         The  effectiveness  of  this  Agreement  is  subject  to the  condition
precedent  that the Agent  shall  have  received  on or before  May 7, 1997 (the
"Effective Date") each of the following,  in form and substance  satisfactory to
the Agent and its counsel:

                   (a)  counterparts  of this Agreement  executed by each of the
Borrower, the Subsidiary Guarantors, the Banks and the Agent;

                  (b) evidence that all actions necessary or appropriate (or, in
any event,  as may be requested by the Agent) to create,  perfect or protect the
Liens created or purported to be created by the  "Mortgages"  (as defined in the
First  Amendment  Agreement),  the Security  Agreement,  the Trademark  Security
Agreement and the Pledge Agreement have been taken;

                  (c)  certificates  of the Secretary or Assistant  Secretary of
each of the Obligors,  dated the Effective  Date, (i) attesting to all corporate
action taken by such Obligor,  including  resolutions  of its Board of Directors
authorizing  the  execution,  delivery  and  performance  of each of the Amended
Facility Documents to which it is

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<PAGE>



a party and each other document to be delivered pursuant to this Agreement, (ii)
certifying  the  names  and true  signatures  of the  officers  of such  Obligor
authorized to sign the Amended Facility Documents to which it is a party and the
other  documents to be delivered by such Obligor under this  Agreement and (iii)
verifying that the organizational documents of such Obligor attached thereto are
true, correct and complete as of the date thereof;

                  (d) a certificate of a duly authorized  officer of each of the
Obligors,  dated  the  Effective  Date,  stating  that the  representations  and
warranties  in Article 2 are true and correct on such date as though made on and
as of  such  date  and  that no  event  has  occurred  and is  continuing  which
constitutes a Default or Event of Default; and

                  (e)  evidence  that the fees and  expenses  incurred as of the
Effective Date under Section 4.05 shall have been paid in full.

                  ARTICLE 4.  MISCELLANEOUS.

         Section  4.01.  Defined  Terms.  The terms used  herein and not defined
herein  shall have the  meanings  assigned to such terms in the  Amended  Credit
Agreement.

         Section 4.02. Reaffirmation. Each of the Obligors acknowledges that the
Liens granted to the Agent under the Security Documents in and to the Collateral
secure all of the Obligations,  including,  without limitation,  all liabilities
and obligations under the Loans as herein modified and decreased. All references
to "Secured Obligations" in any Facility Document shall be deemed to include all
liabilities  and  obligations  under the Loans as herein modified and decreased.
Each  of the  Obligors  further  acknowledges  and  reaffirms  all of its  other
respective  obligations and duties under the Amended Facility Documents to which
it is a party.

         Section 4.03. Nonwaiver.  The terms of this Agreement shall not operate
as a waiver by the Agent or any Bank or otherwise prejudice the rights, remedies
or powers of the Agent or any Bank under the Amended Credit Agreement, the other
Amended  Facility  Documents or  applicable  law.  Except as expressly  provided
herein:  (x) no terms and  provisions of the Facility  Documents are modified or
changed by this  Agreement;  and (y) the terms and  provisions  of the  Facility
Documents shall continue in full force and effect.

         Section 4.04.  Amendments and Waivers.  Any provision of this Agreement
may be amended  or  modified  only by an  instrument  in  writing  signed by the
Borrower,  the Agent and the  Required  Banks,  or by the Borrower and the Agent
acting  with  the  consent  of the  Required  Banks  and any  provision  of this
Agreement may be waived


                                        6

<PAGE>



by the  Required  Banks or by the Agent  acting with the consent of the Required
Banks;  except any provision  the subject  matter of which the consent of all of
the Banks would be necessary  under the  Facility  Documents  shall  require the
consent of all of the Banks prior to the amendment or waiver thereof.

         Section  4.05.  Expenses.  The Borrower  shall  reimburse  the Agent on
demand for all  reasonable  costs,  expenses  and  charges  (including,  without
limitation,  reasonable  fees and  charges of legal  counsel to the Agent and of
Alvarez  &  Marsal,  Inc.)  in  connection  with  the  preparation  of,  and any
amendment,  supplement,  waiver or modification to (in each case, whether or not
consummated),  this Agreement, any other Amended Facility Document and any other
documents prepared in connection herewith or therewith.  The Borrower shall also
pay to the Agent for the account of the Banks an amendment fee equal to $125,000
to be split among the Banks in accordance with their Pro Rata Shares.

         Section  4.06.  Notices.  Unless  the  party to be  notified  otherwise
notifies the other party in writing as provided in this  Section,  and except as
otherwise  provided in this  Agreement,  notices  shall be given to the Agent by
telephone,  confirmed by telex,  telecopy or other writing, and to the Banks and
to the Obligors by ordinary  mail or  telecopier  addressed to such party at its
address on the signature page of this Agreement. Notices shall be effective: (a)
if given by mail,  72 hours after  deposit in the mails with first class postage
prepaid,  addressed  as  aforesaid;  and (b) if  given by  telecopier,  when the
telecopy is  transmitted to the  telecopier  number as aforesaid;  provided that
notices to the Agent and the Banks shall be effective upon receipt.

         Section 4.07.     Headings; Parentheticals.  The headings and captions
hereunder are for convenience only and shall not affect the interpretation or
construction of this Agreement.  All numbers contained herein enclosed by
parentheticals are deemed to reflect losses or the negative of such numbers.

         Section  4.08.  Severability.  The  provisions  of this  Agreement  are
intended to be  severable.  If for any reason any  provision  of this  Agreement
shall be held invalid or unenforceable in whole or in part in any  jurisdiction,
such provision shall, as to such  jurisdiction,  be ineffective to the extent of
such invalidity or unenforceability without in any manner affecting the validity
or enforceability  thereof in any other jurisdiction or the remaining provisions
hereof in any jurisdiction.

         Section  4.09.  Counterparts.  This  Agreement  may be  executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument,  and any party hereto may execute this Agreement by signing any
such counterpart.



                                        7

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         Section 4.10. Integration. The Amended Facility Documents set forth the
entire   agreement  among  the  parties  hereto  relating  to  the  transactions
contemplated  thereby  and  supersede  any prior oral or written  statements  or
agreements with respect to such transactions.

         SECTION 4.11.      GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED
BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE COMMONWEALTH OF MASSACHUSETTS.

         Section 4.12. Release. Each of the Obligors hereby releases and forever
discharges  the Agent and each of the  Banks  and their  respective  successors,
assigns, affiliates,  directors, employees and agents from all causes of action,
covenants,  agreements,  damages,  claims and demands  whatsoever,  in law or in
equity, which such Obligor ever had or now has in any way relating to or arising
out of the Existing Credit  Agreement,  any other Facility Document or any other
document contemplated by or referred to herein or the transactions  contemplated
hereby or thereby or the enforcement of any of the terms thereof.


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<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                   DAKA INTERNATIONAL, INC.


                                   By__________________________________
                                     Name:
                                     Title:


                                   FUDDRUCKERS, INC.


                                   By__________________________________
                                     Name:
                                     Title:


                                   DAKA, INC.


                                   By__________________________________
                                     Name:
                                     Title:


                                   CASUAL DINING VENTURES, INC.


                                   By__________________________________
                                     Name:
                                     Title:


                                   ATLANTIC RESTAURANT VENTURES,
                                    INC.


                                   By__________________________________
                                     Name:
                                     Title:

                 [SIGNATURE PAGE TO SECOND AMENDMENT AGREEMENT]


<PAGE>






                             FRENCH QUARTER COFFEE COMPANY


                             By__________________________________
                               Name:
                               Title:



                             AMERICANA DINING CORP.


                             By__________________________________
                               Name:
                               Title:



                             CHAMPPS ENTERTAINMENT OF
                              EDISON, INC.


                             By__________________________________
                               Name:
                               Title:



                             CHAMPPS ENTERTAINMENT OF
                              TEXAS, INC.


                             By__________________________________
                               Name:
                               Title:


                 [SIGNATURE PAGE TO SECOND AMENDMENT AGREEMENT]


<PAGE>




                               CHAMPPS AMERICANA, INC.
                                (Formerly known as Champps
                                Entertainment of Wayzata, Inc.)


                               By__________________________________
                                 Name:
                                 Title:


                               CHAMPPS ENTERTAINMENT, INC.


                               By__________________________________
                                 Name:
                                 Title:


                               SPECIALTY CONCEPTS, INC.


                               By__________________________________
                                 Name:
                                 Title:


                               THE GREAT BAGEL AND COFFEE
                                COMPANY


                               By__________________________________
                                 Name:
                                 Title:


                               HOSPITALITY SUPPLY, INC.


                               By__________________________________
                                 Name:
                                 Title:

                 [SIGNATURE PAGE TO SECOND AMENDMENT AGREEMENT]


<PAGE>




                                 FUDDRUCKERS EUROPE, INC.


                                 By__________________________________
                                   Name:
                                   Title:



                                 Address for Notices:

                                 One Corporate Place
                                 55 Ferncroft Road
                                 Danvers, Massachusetts 01923
                                 Telecopier No.:(508)774-1334

                 [SIGNATURE PAGE TO SECOND AMENDMENT AGREEMENT]


<PAGE>



                                AGENT:
                                THE CHASE MANHATTAN BANK


                                By__________________________________
                                  Name:
                                  Title:

                                Address for Notices:

                                270 Park Avenue
                                30th Floor
                                New York, NY  15258
                                Attention: Patrick Daniello



                 [SIGNATURE PAGE TO SECOND AMENDMENT AGREEMENT]


<PAGE>



                                BANKS:
                                THE CHASE MANHATTAN BANK


                                By__________________________________
                                  Name:
                                  Title:

                                Lending Office and Address for
                                Notices:

                                270 Park Avenue
                                30th Floor
                                New York, NY  15258
                                Attention: Patrick Daniello


                 [SIGNATURE PAGE TO SECOND AMENDMENT AGREEMENT]


<PAGE>



                                  BANKS:
                                  FLEET NATIONAL BANK


                                  By__________________________________
                                    Name:
                                    Title:

                                  Lending Office and Address for
                                  Notices:

                                  40 Westminster Street
                                  Providence, RI 02901
                                  Attention: Edward O'Brien

                 [SIGNATURE PAGE TO SECOND AMENDMENT AGREEMENT]


<PAGE>



                                    BANKS:
                                    MELLON BANK, N.A.


                                    By__________________________________
                                      Name:
                                      Title:

                                    Lending Office and Address for
                                    Notices:

                                    One Mellon Bank Center
                                    Room 4835
                                    Pittsburgh, PA 15258-0001
                                    Attention: Gary A. Saul

                 [SIGNATURE PAGE TO SECOND AMENDMENT AGREEMENT]


<PAGE>



                                  BANKS:
                                  BANKBOSTON, N.A.


                                  By__________________________________
                                    Name:
                                    Title:

                                  Lending Office and Address for
                                  Notices:

                                  100 Federal Street
                                  Boston, MA 02110
                                  Attention: Corinne Barrett


                 [SIGNATURE PAGE TO SECOND AMENDMENT AGREEMENT]

<PAGE>


                                   SCHEDULE I

                                   Commitments

                                Loan Commitments

The Chase Manhattan Bank                                 $57,500,000.00

Fleet National Bank                                      $19,166,666.67

Mellon Bank, N.A.                                        $19,166,666.67

BankBoston, N.A.                                         $19,166,666.66
                                                         --------------
   Total Loan Commitments                               $115,000,000.00



                      Standby Letter of Credit Commitments

The Chase Manhattan Bank                                  $1,511,693.50

Fleet National Bank                                         $503,897.83

Mellon Bank, N.A.                                           $503,897.83

BankBoston, N.A.                                            $503,897.84
                                                            -----------
   Total Letter of Credit Commitments                     $3,023,387.00