FIRST AMENDMENT AGREEMENT

                          dated as of February 7, 1997

                                      among

                            DAKA INTERNATIONAL, INC.

                              SUBSIDIARY GUARANTORS

                           THE BANKS SIGNATORY HERETO

                                       and

                            THE CHASE MANHATTAN BANK

                                    as Agent











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                            FIRST AMENDMENT AGREEMENT

         FIRST AMENDMENT  AGREEMENT (this  "Agreement")  dated as of February 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 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 Obligors  hereby  acknowledge  that certain  Defaults and
Events of Default have occurred under the Existing Credit Agreement;

         WHEREAS,  the Borrower,  the Subsidiary  Guarantors,  the Banks and the
Agent have  agreed to enter into this  Agreement  to provide  for,  among  other
things,  a  decrease  in  the  aggregate   Commitments  to   $120,000,000,   the
modification  of certain  covenants  and  definitions  contained in the Existing
Credit Agreement and waivers of certain Defaults and Events of Default; and

         WHEREAS,  the Facility  Documents,  as amended and supplemented by this
Agreement  (including,  without limitation,  this Agreement,  the Amended Credit
Agreement and the  Mortgages)  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:


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                  (a) The  definition  of  "Consolidated  Net Income" in Section
1.01 of the  Existing  Credit  Agreement  is hereby  amended and restated in its
entirety to read as follows:

                  "Consolidated  Net Income"  means,  with respect to any fiscal
         period,  net income (or loss) for the  Consolidated  Entities  for such
         fiscal  period  (but in any  event  excluding  the  sum of (i)  noncash
         charges taken during such fiscal period in accordance with Statement of
         Financial  Accounting  Standard No. 121 in connection  with charges for
         impairments to the carrying value of certain restaurant and foodservice
         contract assets,  write down of goodwill,  reacquired franchise rights,
         investments  and other  assets plus (ii)  noncash  charges  relating to
         accounting  changes requiring the write-down of pre-opening  restaurant
         costs, to the extent that the sum of such noncash charges under clauses
         (i) and  (ii)  for the  period  from  June 30,  1996  does  not  exceed
         $4,000,000),  as determined on a consolidated  basis in accordance with
         GAAP.

                  (b) The  definition  of "Interest  Coverage  Ratio" in Section
1.01 of the  Existing  Credit  Agreement  is hereby  amended and restated in its
entirety to read as follows:

                  "Interest  Coverage Ratio" means, at any date of determination
         thereof,  the ratio of (a) the result of (i) Consolidated  EBIT for the
         most recently  ended fiscal period,  plus (ii) the aggregate  amount of
         depreciation  and  amortization  expense,  to the extent such aggregate
         amount was  deducted  from  Consolidated  EBIT for such fiscal  period,
         minus  (iii)  the  aggregate  amount  of  Capital  Expenditures  of the
         Consolidated  Entities  incurred  during  such  fiscal  period  to  (b)
         Consolidated Interest Expense for such fiscal period.

                  (c) The  definition  of  "Letter  of Credit  Availability"  in
Section 1.01 of the Existing Credit  Agreement is hereby amended and restated in
its entirety to read as follows:

                  "Letter  of  Credit   Availability"  means,  at  any  date  of
         determination  thereof,  the amount by which (a) $5,000,000 exceeds (b)
         the aggregate  amount of the Letter of Credit  Obligations at such date
         (including all Letter of Credit Obligations under Letters of Credit not
         then  issued as to which a request has been made under  Section  3.02),
         subject to the  limitations  contained  in Section 5.05 of that certain
         First  Amendment  Agreement  dated as of  February  7,  1997  among the
         Obligors, the Banks and the Agent.


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                  (d) The  definition of  "Termination  Date" in Section 1.01 of
the Existing Credit Agreement is hereby amended to substitute  "January 2, 1998"
in place of "October 1, 1997".

                  (e) The first two sentences of Section 2.01(a) of the Existing
Credit  Agreement are hereby  amended and restated in their  entirety to read as
follows:

                  Subject to the terms and conditions of this Agreement, each of
         the Banks severally  agrees to make loans (the "Loans") to the Borrower
         from time to time from and  including  the date hereof to and including
         the  Termination  Date,  up to  but  not  exceeding  in  the  aggregate
         principal  amount at any one time  outstanding,  the amount of its Loan
         Commitment.  The  aggregate  Loan  Commitments  shall be reduced by (i)
         $5,000,000 on May 31, 1997,  (ii)  $10,000,000 on June 30, 1997,  (iii)
         $500,000 on each of July 31, 1997,  August 31, 1997 and  September  30,
         1997,  (iv)  $1,000,000 on October 31, 1997, (v) $2,500,000 on November
         30, 1997 and (vi)  $5,000,000 on December 31, 1997, each such reduction
         to be apportioned  ratably among the Banks in accordance with their Pro
         Rata Shares.

                  (f) Section  8.15 of the Existing  Credit  Agreement is hereby
amended and restated in its entirety to read as follows:

                  Section 8.15. Capital Expenditures. Make or commit to make any
         Capital Expenditure if the aggregate amount of the Capital Expenditures
         of the Consolidated Entities incurred (a) during each fiscal quarter of
         the Borrower  would exceed (i) if such fiscal quarter ends on March 29,
         1997,  $8,000,000,  (ii) if such fiscal  quarter ends on June 28, 1997,
         $8,000,000,  (iii) if such fiscal  quarter ends on September  27, 1997,
         $3,500,000  or (iv) if such fiscal  quarter  ends on December 31, 1997,
         $2,800,000; provided that any amount permitted in a fiscal quarter that
         is not expended in such fiscal quarter may be carried over and expended
         in subsequent  fiscal  quarters in addition to the amount  permitted in
         each such subsequent  fiscal quarter;  and (b) during the fiscal period
         from  December 29, 1996  through the end of each fiscal  quarter of the
         Borrower would exceed (i) if such fiscal quarter ends on June 28, 1997,
         $15,500,000,  (ii) if such fiscal  quarter ends on September  27, 1997,
         $18,100,000  or (iii) if such fiscal quarter ends on December 31, 1997,
         $20,000,000.

                  (g) Section  8.16 of the Existing  Credit  Agreement is hereby
amended and restated in its entirety to read as follows:



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        Section 8.16. Rental Expense.  Create,  incur, assume or suffer to exist
any obligation as lessee for the rental or hire of any Property, except:

                  (a) leases  existing on February 7, 1997 and any extensions or
renewals thereof;

                  (b)   leases   of   "Fuddruckers"   restaurants   located   in
Superstition  Springs,  Arizona,  Thornton,  Colorado and Layton, Utah under the
FFCA Sale-Leaseback Transaction; and

                  (c) leases of  "Champps"  restaurants  located in  Schaumburg,
Illinois, San Antonio, Texas and Detroit, Michigan under the AEI Sale- Leaseback
Transaction  and leases of equipment  located  therein and equipment  located in
"Champps"  restaurants  located in Fort Lauderdale,  Florida and Columbus,  Ohio
from Carlton Financial;

                  (d) leases by Daka, Inc. relating to the operation of its food
service business entered into in the ordinary course of business; and

                  (e) leases of miscellaneous  personal Property,  provided that
the aggregate amount of rentals relating to such leases does not exceed $100,000
in any fiscal year of the Borrower.

                  (h)  Article  8 of the  Existing  Credit  Agreement  is hereby
amended to add new Section 8.18 to read as follows:

        "Section 8.18. New  Construction.  Enter into any construction  contract
after February 7, 1997 without the prior written consent of the Required Banks."

                  (i)  Article  9 of the  Existing  Credit  Agreement  is hereby
amended and restated to read as follows:

                  ARTICLE 9.  FINANCIAL COVENANTS.

                  So long as any Obligation  shall remain unpaid,  any Letter of
         Credit shall remain  outstanding  or any Bank shall have any Commitment
         under  this  Agreement,  each of the  Obligors  jointly  and  severally
         covenants that:

        Section  9.01.  Net Income.  As  determined as of the end of each fiscal
quarter of the Borrower, Consolidated Net Income (a) for such


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         fiscal  quarter shall be not less than (i) if such fiscal  quarter ends
         on March 29, 1997,  ($1,250,000),  (ii) if such fiscal  quarter ends on
         June 28,  1997,  ($1,600,000),  (iii) if such  fiscal  quarter  ends on
         September 27, 1997, ($3,000,000) or (iv) if such fiscal quarter ends on
         December 31, 1997, $0 and (b)  irregardless  of whether the Borrower is
         in compliance  with clause (a), for the fiscal period from December 29,
         1996  through  the end of such  fiscal  quarter  shall be not less than
         ($3,800,000).

        Section 9.02. Leverage Ratio. As determined as of the end of each fiscal
month of the Borrower,  the Leverage Ratio shall be not greater than (a) if such
month is January, February, March, April or May, 2.60 to 1.00, (b) if such month
is June, July, August,  September,  October or November,  2.50 to 1.00 or (c) if
such month is December, 2.25 to 1.00.

        Section 9.03.  Minimum  Tangible Net Worth.  At all times,  Consolidated
Tangible  Net  Worth  shall  not be less  than  (a) if such  time is on or after
January 25, 1997 and before April 26, 1997, $54,500,000,  (b) if such time is on
or after  April 26, 1997 and before July 26,  1997,  $53,000,000  or (c) if such
time is on or after July 26, 1997, $52,000,000.

        Section 9.04.  Fixed Charge  Coverage Ratio. As determined as of the end
of each fiscal quarter of the Borrower, the Fixed Charge Coverage Ratio for such
fiscal  quarter shall be not less than (a) if such fiscal  quarter ends on March
29, 1997,  .80 to 1.00, (b) if such fiscal quarter ends on June 28, 1997, .70 to
1.00,  (c) if such fiscal quarter ends on September 27, 1997, .50 to 1.00 or (d)
if such fiscal quarter ends on December 31, 1997, .90 to 1.00.

        Section 9.05.  Interest  Coverage  Ratio. As determined as of the end of
each fiscal  quarter of the Borrower,  the Interest  Coverage Ratio (a) for such
fiscal  quarter shall be not less than (i) if such fiscal  quarter ends on March
29,  1997,  (.30) to 1.00,  (ii) if such fiscal  quarter  ends on June 28, 1997,
(.34) to 1.00,  (iii) if such fiscal  quarter ends on September 27, 1997, .19 to
1.00 or (iv) if such fiscal quarter ends on December 31, 1997,  2.33 to 1.00 and
(b) for the fiscal  period from December 29, 1996 through the end of such fiscal
quarter  shall be not less  than (i) if such  fiscal  quarter  ends on March 29,
1997, (.30) to 1.00, (ii) if such fiscal quarter ends on June 28, 1997, (.24) to
1.00,  (iii) if such fiscal quarter ends on September 27, 1997, (.09) to 1.00 or
(iv) if such fiscal quarter ends on December 31, 1997, .57 to 1.00.


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                  (j) 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 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 1.03. 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
Security  Agreement  and in  Article  3 of the  Pledge  Agreement  are  true and
correct.

         Section  2.02.  No  Defaults.  Except  for the  Defaults  and Events of
Default  specifically  waived  under  Article  4, 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


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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 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
consolidated balance sheet of the Consolidated Entities as at December 28, 1996,
and the related  draft  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 six 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  December  28,  1996.  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
December 28, 1996,  there has been no change which could  reasonably be expected
to have a Material Adverse Effect.


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                  ARTICLE 3.  CONDITIONS PRECEDENT.

         The  effectiveness  of  this  Agreement  is  subject  to the  condition
precedent that the Agent shall have received on or before  February 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) sufficient  mortgages and leasehold  mortgages executed by
Fuddruckers, Inc. or Champps Entertainment,  Inc. (the "Mortgages") covering all
of the  unencumbered  real  Property  owned by each of the  Obligors  listed  on
Schedule VII hereto but in any event excluding the "Champps"  restaurant located
in Denver, Colorado (collectively, the "Mortgaged Properties");

                  (c) 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  Security  Agreement,  the
Trademark Security Agreement and the Pledge Agreement have been taken;

                  (d)  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 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 (other than those of the New Subsidiary
Guarantors  which  shall be  delivered  within  30 days of the  Effective  Date)
attached thereto are true, correct and complete as of the date thereof;

                  (e) 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;

                  (f) favorable opinions of (i) Goodwin, Procter & Hoar, outside
counsel for the Obligors,  (ii) Wolin, Fuller,  Ridley & Miller L.L.P.,  special
Texas  counsel to the  Obigors,  and (iii)  Fredrikson  & Byron,  P.A.,  special
Minnesota counsel to the Obligors,


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each dated the Effective Date, in substantially  the form of Exhibit A and as to
such other matters as the Agent or any Bank may reasonably request; and

                  (g)  evidence  that the fees and  expenses  incurred as of the
Effective Date under Section 6.04 shall have been paid in full.

                  ARTICLE 4.  CERTAIN WAIVERS.

         Subject to the  satisfaction  of the  conditions set forth in Article 3
hereof,  each of the Agent and the Banks hereby waives the following Defaults or
Events of Default  arising from  noncompliance  by the Borrower (a) with Section
8.15(b) for the fiscal quarter of the Borrower  ending on December 28, 1996, (b)
with Section 8.16 for the fiscal quarter of the Borrower  ending on December 28,
1996,  (c) with  Section 9.01 for the fiscal  quarter of the Borrower  ending on
December 28, 1996,  (d) with Section 9.02 for the fiscal  months of the Borrower
ending on October 25, 1996, November 23, 1996, December 28, 1996 and January 25,
1997,  (e) with Section 9.03 for any time prior to the Effective  Date, (f) with
Section 9.04 for the fiscal quarter of the Borrower  ending on December 28, 1996
and (g) with  Section  9.05 for the  fiscal  quarter of the  Borrower  ending on
December 28, 1996. Except for the foregoing waivers, 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.

                  ARTICLE 5.  CERTAIN COVENANTS.

         Section 5.01. Controlled  Disbursement System. Each Obligor (other than
Atlantic   Restaurant   Ventures,   Inc.)   hereby   agrees  to   maintain   its
"concentration" accounts at The First National Bank of Chicago, unless the Agent
shall have  notified  such  Obligor on or after  July 1, 1997 to  transfer  such
"concentration"   accounts  to  The  Chase   Manhattan   Bank,   whereupon  such
"concentration"   accounts  shall  be   transferred   within  30  days  of  such
notification  to, and thereafter  maintained at, The Chase  Manhattan Bank. Each
Obligor (including Atlantic Restaurant Ventures, Inc.) hereby agrees to take all
necessary actions to establish within 60 days, and agrees to establish within 90
days,  of the  Effective  Date and  thereafter  maintain a  disbursement  system
pursuant to which each  Obligor  deposits  all cash  receipts  into an operating
account   subject  to  such   disbursement   system  which   receipts  are  then
automatically  transferred  no less  often  then  weekly to the  "concentration"
accounts of such Obligor or, in the case of Atlantic Restaurant Ventures,  Inc.,
of  Fuddruckers,  Inc.  Upon  such  automatic  transfer,  the  cash  held in the
"concentration"  accounts of each Obligor in excess of outstanding  checks drawn
on such accounts projected to


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be cashed prior to the next  automatic  transfer shall be utilized to prepay the
Loans,  subject to the Borrower's right to reborrow in accordance with the terms
of the Amended Credit Agreement.  Upon implementation,  the Borrower shall cause
The First  National Bank of Chicago to agree not to  discontinue  or modify such
disbursement  system  without the prior written  consent of the Agent or, if The
First National Bank of Chicago shall refuse to so agree,  shall immediately take
action  to  transfer,  and in any  event  within  30 days  shall  transfer,  the
"concentration" accounts to The Chase Manhattan Bank.

         Section 5.02.  Additional  Reporting  Requirements.  In addition to the
reports  required to be  delivered  under  Section  7.08 of the  Amended  Credit
Agreement, the Borrower hereby agrees to provide (a) within 5 days after the end
of each week, a report listing each "Fuddruckers" and "Champps" restaurant as of
the end of such week,  sales for each such restaurant for such week,  comparable
results  to the  corresponding  week in the  prior  fiscal  year for  each  such
restaurant and comparison to the projected  results for such week; (b) within 30
days  after the end of each  month,  a report  listing  each  "Fuddruckers"  and
"Champps"  restaurant  as of the end of such  month,  sales,  expense and margin
information for each such restaurant for such month,  comparable  results to the
corresponding  month in the  prior  fiscal  year for each  such  restaurant  and
comparison to the projected results for such month; (c) within 5 days of the end
of such  week,  a listing of the  aggregate  amount of  accounts  payable of the
Consolidated  Entities to Alliant  Foodservice  as of the end of such week;  (d)
simultaneously  with the  delivery of the  financial  statements  referred to in
Section  7.08(g),  a summary  aged trial  balance  from the invoice  date of the
accounts  payable of the  Consolidated  Entities to Alliant  Foodservice and the
average aged trial  balance from the due date of all other  accounts  payable of
the Consolidated Entities; (e) promptly after the receipt thereof, copies of all
correspondence,  reports,  analyses  and  other  documentation  relating  to any
proposed recapitalization,  reorganization, sale, merger, refinancing or capital
raising  activities of any  Consolidated  Entity;  and (f) a calculation  of the
"Fixed Charge Coverage Ratio" for each  "Fuddruckers"  restaurant subject to the
FFCA Sale-Leaseback  Transaction and any requested "buy-downs" pursuant thereto.
All reports  delivered  under  Section 7.08 of the Amended  Credit  Agreement or
hereunder shall be in form and substance satisfactory to the Banks.

         Section  5.03.  Certain Real Estate  Issues.  Each of the Agent and the
Banks hereby agrees that the Mortgages on the "Fuddruckers"  restaurants located
in Superstition Springs, Arizona,  Thornton,  Colorado and Layton, Utah (the "SL
Mortgaged  Properties") will not be recorded until October 1, 1997 and will only
be  recorded to the extent any of such  restaurants  have not then been sold and
leased  back under the FFCA  Sale-Leaseback  Transaction.  The  Borrower  hereby
agrees to use  reasonable  and good faith efforts to seek financing with respect
to the Mortgaged  Properties (other than the SL Mortgaged  Properties),  100% of
the proceeds (net of


                                       10

<PAGE>



taxes and transaction  costs) of which shall be utilized to prepay the Loans and
permanently  reduce the Loan Commitments (which reductions shall be in excess of
the reductions required under Section 2.01 of the Amended Credit Agreement). The
Banks may (a) engage an  environmental  consultant  to prepare an  environmental
site assessment report with respect to each of the Mortgaged  Properties and (b)
engage an  appraiser  to  perform  an  independent  appraisal  as to each of the
Mortgaged  Properties,  in each case, upon a Default or Event of Default, at the
cost of the Borrower.

        Section 5.04.  Consultant.  The Borrower  hereby agrees to the continued
engagement  of  Alvarez & Marsal,  Inc.  to  examine  the  financial  condition,
operation,  properties,  business and prospects of the Consolidated Entities for
the benefit of the Banks at the cost of the Borrower.

        Section 5.05. Letter of Credit Availability.  The Borrower hereby agrees
to use  reasonable  and good  faith  efforts  to reduce  the face  amount of the
Letters of Credit required to be posted to secure obligations in connection with
insurance   programs,   whereupon  any  such  reduction  shall  be  utilized  to
permanently  reduce  the Letter of Credit  Commitments  and the Letter of Credit
Availability.

                            ARTICLE 6. MISCELLANEOUS.

        Section  6.01.  Defined  Terms.  The terms used  herein and not  defined
herein  shall have the  meanings  assigned to such terms in the  Amended  Credit
Agreement.

         Section 6.02. Reaffirmation. Each of the Obligors acknowledges that the
Liens granted to the Agent under the Security Documents in and to the Collateral
secures 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 6.03.  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 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.



                                       11

<PAGE>



         Section  6.04.  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. and all recording fees,  charges and taxes incurred upon
the recordation of the Mortgages) 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 $75,000
to be split among the Banks in accordance with their Pro Rata Shares.

         Section  6.05.  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 6.06.     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  6.07.  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 6.08. 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.

         Section 6.09. 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.



                                       12

<PAGE>



        SECTION 6.10.  GOVERNING LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY, AND
INTERPRETED  AND CONSTRUED IN ACCORDANCE  WITH, THE LAW OF THE  COMMONWEALTH  OF
MASSACHUSETTS.

         Section 6.11. New Subsidiary  Guarantors.  Each of Hospitality  Supply,
Inc.,  a  Massachusetts  corporation,  and  Fuddruckers  Europe,  Inc.,  a Texas
corporation (collectively,  the "New Subsidiary Guarantors") unconditionally and
irrevocably  accepts,  adheres  to,  and  becomes  a  party  to and  bound  as a
"Subsidiary  Guarantor"  under  the  Existing  Credit  Agreement  and the  other
Facility  Documents,  as fully as if such New  Subsidiary  Guarantor  had been a
signatory to the Existing Credit Agreement and the other Facility Documents as a
"Subsidiary  Guarantor".   In  confirmation  (but  without  limitation)  of  the
foregoing,  each of the New Subsidiary  Guarantors  hereby  unconditionally  (a)
agrees to make prompt payment in full when due (whether at stated  maturity,  by
acceleration  or otherwise) of the principal of and interest on all  Obligations
and (b) grants, bargains, conveys, assigns, transfers, mortgages,  hypothecates,
pledges,  confirms and grants a continuing security interest to the Agent in and
to the Collateral.

         Section 6.12. 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.


                                       13

<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/s/Charles W. Redepenning, Jr.
                          ------------------------------ 
                          Name:Charles W. Redepenning, Jr.
                          Title:Sr. Vice President


                        FUDDRUCKERS, INC.


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


                        DAKA, INC.


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


                        CASUAL DINING VENTURES, INC.


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


                        ATLANTIC RESTAURANT VENTURES,
                         INC.


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


                  [SIGNATURE PAGE TO FIRST AMENDMENT AGREEMENT]


<PAGE>





                           FRENCH QUARTER COFFEE COMPANY


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



                           AMERICANA DINING CORP.


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



                           CHAMPPS ENTERTAINMENT OF
                            EDISON, INC.


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



                           CHAMPPS ENTERTAINMENT OF
                            TEXAS, INC.


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


                  [SIGNATURE PAGE TO FIRST AMENDMENT AGREEMENT]


<PAGE>




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


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


                          CHAMPPS ENTERTAINMENT, INC.


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


                          SPECIALTY CONCEPTS, INC.


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


                          THE GREAT BAGEL AND COFFEE
                           COMPANY


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


                          HOSPITALITY SUPPLY, INC.


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


                  [SIGNATURE PAGE TO FIRST AMENDMENT AGREEMENT]


<PAGE>



                          FUDDRUCKERS EUROPE, INC.


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



                          Address for Notices:

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

                  [SIGNATURE PAGE TO FIRST AMENDMENT AGREEMENT]


<PAGE>



                         AGENT:
                         THE CHASE MANHATTAN BANK


                         By /s/Patrick A. Daniello
                           --------------------------
                           Name:Patrick A. Daniello
                           Title:Vice President

                         Address for Notices:

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



                  [SIGNATURE PAGE TO FIRST AMENDMENT AGREEMENT]


<PAGE>



                          BANKS:
                          THE CHASE MANHATTAN BANK


                          By /s/Patrick A. Daniello
                           --------------------------
                           Name:Patrick A. Daniello
                           Title:Vice President

                          Lending Office and Address for
                          Notices:

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


                  [SIGNATURE PAGE TO FIRST AMENDMENT AGREEMENT]


<PAGE>



                           BANKS:
                           FLEET NATIONAL BANK


                           By /s/Edward W. O'Brien
                             -------------------------------
                             Name:Edward W. O'Brien
                             Title:Vice President

                           Lending Office and Address for
                           Notices:

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

                  [SIGNATURE PAGE TO FIRST AMENDMENT AGREEMENT]


<PAGE>



                        BANKS:
                        MELLON BANK, N.A.


                        By /s/Gary A. Saul
                          -----------------------------------
                          Name:Gary A. Saul
                          Title:Vice President

                        Lending Office and Address for
                        Notices:

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

                  [SIGNATURE PAGE TO FIRST AMENDMENT AGREEMENT]


<PAGE>



                      BANKS:
                      THE FIRST NATIONAL BANK OF
                       BOSTON


                      By /s/Corinne M. Barrett
                        -------------------------------
                        Name:Corinne M. Barrett
                        Title:Vice President

                      Lending Office and Address for
                      Notices:

                      100 Federal Street
                      Boston, MA 02110
                      Attention: Corinne Barrett


                  [SIGNATURE PAGE TO FIRST 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

The First National Bank of Boston                       $19,166,666.66
                                                       ---------------
    Total Loan Commitments                             $115,000,000.00



                      Standby Letter of Credit Commitments

The Chase Manhattan Bank                                 $2,500,000.00

Fleet National Bank                                        $833,333.33

Mellon Bank, N.A.                                          $833,333.33

The First National Bank of Boston                          $833,333.34
                                                         -------------
         Total Letter of Credit Commitments              $5,000,000.00