EMPLOYMENT AGREEMENT



         THIS AGREEMENT (this "Agreement"), dated October 30, 2000, is made by

QUALITY DINING, INC., an Indiana corporation, having its principal place of

business at 4220 Edison Lakes Parkway, Mishawaka, Indiana (the "Company"), and

DANIEL B. FITZPATRICK, (the "Executive").



                                    Recitals



         1.       The Executive is currently employed as the Chairman of the

Board, President and Chief Executive Officer of the Company and the Company

desires to assure the continued service of Executive.



         2.       The Executive is willing to continue such employment by the

Company on the terms set forth herein.



                                    Agreement



         NOW, THEREFORE, in consideration of the mutual covenants and premises

herein contained, the Company and the Executive hereby agree as follows:



         1.       Certain Definitions.



                  (a)      "Effective Date" shall mean the date of this

Agreement.



                  (b)      "Change of Control Date" shall mean the first date

during the Employment Period (as defined in Section 1 (c) on which a Change of

Control (as defined in Section 2) occurs. Anything in this Agreement to the

contrary notwithstanding, if a Change of Control occurs and if the Executive's

employment with the Company is terminated or the Executive ceases to be an

officer of the Company prior to the date on which the Change of Control occurs,

and if it is reasonably demonstrated by the Executive that such termination of

employment or cessation of status as an officer (i) as at the request of a third

party who has taken steps reasonably calculated to effect the Change of Control,

or (ii) otherwise arose in connection with or anticipation of the Change in

Control, then for all purposes of this Agreement the "Change of Control Date"

shall mean the date immediately prior to the date of any such termination of

employment or cessation of officer status.



                  (c)      "Employment Period" shall mean the period commencing

on the Effective Date and, unless earlier terminated under Section 5 hereof or

extended as hereinafter provided, ending on the 30th day of October, 2003.

Commencing on October 31, 2001, and on each anniversary of such date (each such

anniversary shall be hereinafter referred to as the "Renewal Date"), the

Employment Period shall be automatically extended so as to terminate on the

third anniversary of such Renewal Date.



                  (d)      "Board" shall mean the Board of Directors of the

Company.



         2.       Change of Control. For the purpose of this Agreement, "Change

of Control" shall mean:

{PAGE}   2

                  (a)      The acquisition by any individual, entity or group

(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange

Act of 1934, as amended (the "Exchange Act") (a "Person") of beneficial

ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act

as in effect from time to time) of 20% or more of either (i) the then

outstanding shares of common stock of the Company or (ii) the combined voting

power of the then outstanding voting securities of the Company entitled to vote

generally in the election of directors; provided, however, that the following

acquisitions shall not constitute an acquisition of control: (A) any acquisition

directly from the Company (excluding an acquisition by virtue of the exercise of

a conversion privilege), (B) any acquisition by the Company, (C) any acquisition

by any employee benefit plan (or related trust) sponsored or maintained by the

Company or any corporation controlled by the Company, (D) any acquisition by any

corporation pursuant to a reorganization, merger or consolidation, if, following

such reorganization, merger or consolidation, the conditions described in

clauses (i), (ii) and (iii) of subsection (c) of this Section 2 are satisfied,

or (5) any acquisition by any Person (or by such Person's estate or heirs upon

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