AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT

                             AMENDMENT NO. 1
                                   TO
                          STOCK OPTION AGREEMENT



     THIS AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT (this "Amendment No. 1") is
dated as of November __, 1996, by and among AmeriKing, Inc., a Delaware
corporation (the "Company"), Xxxxxx Xxxxxxxxx ("Xxxxxxxxx") and Xxxxx Xxxxxxx
("Xxxxxxx").


                            W I T N E S E T H:

     WHEREAS, the Company and Xxxxxxxxx entered into a Stock Option Agreement,
dated as of September 1, 1994 (the "Xxxxxxxxx Option Agreement");

     WHEREAS, the Company and Xxxxxxx entered into a Stock Option Agreement,
dated as of September 1, 1994 (the "Xxxxxxx Option Agreement"); and

     WHEREAS, pursuant to the terms of a Recapitalization Agreement, of even
date herewith, by and among the Company and the stockholders of the Company who
appear on the signature pages thereto, (i) the existing classes of common stock
have been reclassified and (ii) the shares of reclassified common stock are
being split 1,000-to-1; and

     WHEREAS, the Company acknowledges it will benefit and desires to amend each
of the Xxxxxxxxx Option Agreement and the Xxxxxxx Option Agreement in accordance
with the provisions of this Amendment No. 1.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency which are hereby acknowledged, the parties hereto as follows:

                           A G R E E M E N T

     SECTION 1. Amendment. Effective as of the date hereof, Section A. of each
of the Xxxxxxxxx Option Agreement and the Xxxxxxx Option Agreement shall be
deleted in their entirety and replaced with the following:




    



          A. Award of Options. The Company hereby awards to the Grantee an
           option (the "Option") to purchase a total of 5,620 shares of Common
           Stock, par value $.01 per share, of the Company (the "Company
           Stock"). The price at which a share of Common Stock may be purchased
           pursuant to the exercise of the Option (the "Option Price") shall be
           $.10 per share.

     SECTION 2. Effect of this Amendment No. 1 on the Other Terms of the
Management Consulting Agreement. Except as expressly amended and modified
herein, all other terms of each of the Xxxxxxxxx Option Agreement and the
Xxxxxxx Option Agreement shall remain in full force and effect as originally
made and entered into by the parties thereto.

     SECTION 3. Governing Law. This Amendment No. 1 shall be governed by and
construed in accordance with the laws of the State of Delaware (excluding
provisions relating to choice of law).

     SECTION 4. Necessary Documents. The parties hereto agree to execute or
cause to be executed at any time, any and all other documents or instruments
necessary to carry out the terms of this Agreement.

     SECTION 5. Counterparts. This Amendment No. 1 may be executed in any number
of counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument, and all
signatures need not appear on any one counterpart.




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     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first written above.


                                               AMERIKING, INC.

                                        By: __________________________________
                                            Name:  A. Xxxxxxx Xxxxxx, Xx.
                                            Title: Vice President



                                            __________________________________
                                            Name:  Xxxxxx Xxxxxxxxx



                                            __________________________________
                                            Name:  Xxxxx Xxxxxxx







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