Exhibit 3.7
                                    EXHIBIT A

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                           SERVICE AMERICA CORPORATION


         FIRST: The name of the corporation (the "Corporation") is SERVICE
AMERICA CORPORATION.

         SECOND: The address of the Corporation's registered office in
the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805-1297.
The name of the registered agent of the Corporation in the State of
Delaware at such address is Corporation Service Company.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the GCL.

         FOURTH: A. The total number of shares of capital stock which the
Corporation shall have the authority to issue shall be 1,200,000 shares of
common stock, $.01 par value per share (the "Common Stock"), 40,000 shares
of 10% Class A Preferred Stock - Series A, par value $1.00 per share and
260,000 shares of 10% Class A Senior Preferred Stock - Series B, par value $1.00
per share (collectively, the "Preferred Stock"). The Board of Directors of the
Corporation shall have the authority, subject to the limitations prescribed by
law, to issue in one or more series any number of shares of Preferred Stock, and
by filing a certificate of designation pursuant to Section 151 of the GCL, to
establish the number of shares to be included in each series of Preferred Stock,
and to fix the powers, designations, relative rights, qualifications,
preferences and limitations of all shares of any such series of Preferred Stock.

                B. Each holder of Common Stock shall be entitled to
one vote for each share of Common Stock held in all matters as to which holders
of the Common Stock shall be entitled to vote. In any election of directors, no
holder of Common Stock shall be entitled to cumulate his or her votes by giving
the candidate more than one vote per share.

         FIFTH: The business and affairs of the Corporation shall be managed
by the Board of Directors. The number of directors of the Corporation shall
be such as from time to time shall be fixed in the manner provided in the
Bylaws of the Corporation and the directors need not be elected by written
ballot unless the Bylaws of the Corporation shall so provide. Meetings of the
Stockholders of the Corporation may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the Delaware statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the Bylaws of the Corporation.





         SIXTH: The Corporation shall indemnify and advance expenses to,
to the fullest extent permitted by Section 145 of the GCL, as amended from
time to time, each person made or threatened to be made a party of
an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the corporation or serves or served any other enterprise as a
director or officer at the request of the Corporation, and the heirs, executors
and administrators of each such person. Any expenses (including attorneys' fees)
incurred by each such person, and the heirs, executors and administrators of
such person, in connection with defending any such proceeding in advance of its
final disposition shall be paid by the Corporation; provided, however, that if
the GCL requires, an advancement of expenses incurred by an indemnitee in his or
her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking by or on behalf of such indemnitee to repay all
amounts so advanced, if it shall ultimately be determined that such indemnitee
is not entitled to be indemnified for such expenses under this Article or
otherwise.

         SEVENTH:  Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between
this Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this Corporation
under the provisions of Section 291 of Title 8 of the GCL or on the application
of trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of Title 8 of the GCL order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any such reorganization of this
Corporation as a consequence of such compromise or arrangement, the same
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application had been made, be binding on all the
creditors or class of creditors and/or on all the stockholders or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.

         EIGHTH: The Board of Directors of the Corporation shall have the power
to adopt, amend and repeal the bylaws of the Corporation.