EXHIBIT 10.18

April 29, 1996

Merrill Lynch
BFS
1 G
800 Scudder Mill Road
Plainsboro, NJ  08536


To Whom It May Concern:

Please use this letter as authorization to amend Section C of The New England
Restaurant Company 401k Plan.  It should state that employees are only eligible
to receive a 401k match from N.E. Restaurant as long as they are employed by
New England Restaurant on 12/31 of that plan year.  Any employee who terminates
employment before the end of the year, will not be eligible for a company match
for that year.

The account number of this plan is 818-08S03.  Thank you for your attention to
this matter.


Sincerely,




_________________________________________
Paul V. Hoagland
Vice Preident and Chief Financial Officer
N.E. England Restaurant Company
______________________________________________________________________________
                   EMPLOYER'S RESOLUTION OF PLAN RESTATEMENT
______________________________________________________________________________

WHEREAS, the Employer did establish a 401k plan for its employees known as the
NE Restaurant Company 401k Profit Sharing Plan (the "Plan") effective , 19 __;
and,

NOW THEREFORE, BE IT RESOLVED, that the Plan be and it is hereby amended and
restated in its entirety, effective January 1, 1996, in order to qualify under
the provisions of the Internal Revenue Code of 1986, and any amendments thereto,
and under any rulings or regulations adopted by the Department of Labor and/or
the Department of the Treasury.

FURTHER RESOLVED, that such sums of money as the Employer may determine to
contribute in its sole discretion, and as may be necessary according to the said
agreement or agreements to meet the expenses incurred in the administration
thereof shall, from time to time, be paid out of the funds of the Employer to
the order of the Trustee(s); and

FURTHER RESOLVED, that the proper officers of the Employer are hereby authorized
and directed in the name of and on behalf of the Corporation, to execute and
deliver such amendment, and to execute any documents which may be otherwise
deemed necessary and proper in order to implement the foregoing resolutions.

 
Date:_____________________              _____________________________________
                                                    Signature


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