AMENDMENT TO MANAGEMENT AGREEMENT Reference is made to the Management Agreement, made as of the 26th day of January, 1988 (the "Management Agreement"), the amendments thereto executed on or about January 26, 1990 (the "First Amendment"), December 29,...

                AMENDMENT TO MANAGEMENT AGREEMENT

     Reference is made to the Management Agreement, made as of the
26th day of January, 1988 (the "Management Agreement"), the
amendments thereto executed on or about January 26, 1990 (the
"First Amendment"), December 29, 1990 (the "Second Amendment"),
January 26, 1992 (the "Third Amendment"), January 26, 1993 (the
"Fourth Amendment"), January 26, 1994 (the "Fifth Amendment"),
January 26. 1995 (the "Sixth Amendment"), and January 26, 1996 (the
"Seventh Amendment"). (All such amendments being collectively
referred to herein as the Amendments) by and between Integrated
Food Systems, Inc., a New Jersey corporation with offices at 00-00
Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000 ("IFS"), and
Fast Food Operators, Inc., a New York corporation with offices at
00-00 Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000 ("FFO"). 

     Terms used in the Management Agreement and the Amendments, is
hereby further amended as follows:

     The Management Agreement, as amended by the Amendments, is
hereby further amended as follows:

     1.   Section 1 of the Seventh Amendment is hereby deleted and
replaced in its entirety by the following:
     
     "For services to be rendered hereunder, beginning as of
     January 26, 1997 FFO shall pay to IFS a fee (the "Management
     Fee") equalling the greater of (i) Twelve Thousand ($12,000)
     Dollars per annum per Restaurant, or (ii) Ninety Six Thousand
     ($96,000) Dollars per annum; provided, however, that if the
     Management Fee payable to IFS hereunder is determined by
     reference to subsection (i) above, if a Restaurant is not
     operated for an entire 12 month period, the Management Fee
     payable to IFS in relation to such Restaurant shall be pro
     rated for the period of time such Restaurant is operated.  In
     addition to the Management Fee, IFS shall be entitled to
     reimbursement of expenses incurred with respect to rendering
     all of the services contemplated hereunder to the extent
     permitted by section IV."

2.   Section 2 of the Seventh Amendment is hereby deleted and
replaced in its entirety by the following:

     "The agreement shall have an initial term expiring on January
     25, 1998."

IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the 26th day of January, 1997.

                             INTEGRATED FOOD SYSTEMS, INC.
                                                                  
                                                                  
                             By:___________________________
                                Xxxxx X. Xxxxxx, President        

                             FAST FOOD OPERATORS, INC.            
                                                                  

                             By:___________________________
                                Xxxxx X. Xxxxxx, President