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                                                                     EXHIBIT 4.3

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                          CHAMPPS ENTERTAINMENT, INC.,

                                 as the Company


                        U.S. Bancorp Piper Jaffray INC.,

                                as Piper Jaffray


                                       and


                                     BUYERS,

                                as defined herein


                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of December 12, 2002


                                  Common Stock

================================================================================

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                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is entered into
as of December 12, 2002, by and among Champps Entertainment, Inc., a Delaware
corporation (the "Company"), U.S. Bancorp Piper Jaffray Inc. ("Piper Jaffray")
and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A
(each, a "Buyer" and, collectively, the "Buyers").

         THE PARTIES TO THIS AGREEMENT enter into this agreement on the basis of
the following facts, intentions and understanding:

         A. The Company and the Buyers entered into that certain Securities
Purchase Agreement of even date herewith (the "Securities Purchase Agreement"),
and, upon the terms and subject to the conditions of the Securities Purchase
Agreement, the Company has agreed (i) to issue and sell to the Buyers an
aggregate of up to (A) Fifteen Million United States Dollars ($15,000,000) of
the Company's 5.50% Convertible Subordinated Notes due 2007 (such Convertible
Subordinated Notes, as the same may be amended, modified or supplemented from
time to time in accordance with the terms thereof (the "Notes")), which shall be
convertible into shares of common stock, $0.01 par value per share (the "Common
Stock") of the Company (as converted, the "Conversion Shares"), and (B) Warrants
(such Warrants, as the same may be amended, modified or supplemented from time
to time in accordance with the terms thereof, the "Buyer Warrants") to purchase
up to 351,782 shares of Common Stock (as exercised collectively, the "Buyer
Warrant Shares"), and (ii) to issue to Piper Jaffray Warrants (such Warrants, as
the same may be amended, modified or supplemented from time to time in
accordance with the terms thereof, the "Piper Jaffray Warrants" and, together
with the Buyer Warrants, the "Warrants") to purchase the number of shares of
Common Stock set forth on the Schedule of Fees attached as Exhibit D to the
Securities Purchase Agreement (as exercised collectively, the "Piper Jaffray
Warrant Shares" and, together with the Buyer Warrant Shares, the "Warrant
Shares").

         B. To induce the Buyers to execute and deliver the Securities Purchase
Agreement and to induce Piper Jaffray to act as the Company's exclusive
placement agent, the Company has agreed to provide certain registration rights
to the Buyers and Piper Jaffray under the Securities Act of 1933, as amended,
and the rules and regulations thereunder, or any similar successor statute
(collectively, the "Securities Act"), and applicable state securities laws.

         NOW, THEREFORE, in consideration of the promises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company, Piper
Jaffray and each of the Buyers hereby agree as follows:

         SECTION 1. Definitions. As used in this Agreement, the following terms
shall have the following meanings:

         (a) "Business Day" means any day other than Saturday, Sunday or any
other day on which commercial banks in The City of New York are required by law
to remain closed.

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         (b) "Commission" means the Securities and Exchange Commission.

         (c) "Investor" means Piper Jaffray and each Buyer and any transferee or
assignee thereof to whom Piper Jaffray or a Buyer assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 9 of this Agreement, and any subsequent transferee or
assignee thereof to whom a transferee or assignee assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 9 of this Agreement.

         (d) "Person" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization or association and governmental or any department or agency
thereof.

         (e) "register," "registered," and "registration" means a registration
effected by preparing and filing one or more Registration Statements (as defined
below) in compliance with the Securities Act and pursuant to Rule 415 under the
Securities Act or any successor rule providing for offering securities on a
continuous or delayed basis ("Rule 415"), and the declaration or ordering of
effectiveness of such Registration Statements by the Commission.

         (f) "Registrable Securities" means (i) the Conversion Shares issued or
issuable upon conversion of the Notes, (ii) the Warrant Shares issued or
issuable upon exercise of the Warrants, (iii) any shares of capital stock issued
or issuable with respect to the Conversion Shares or the Warrant Shares as a
result of any stock split, stock dividend, recapitalization, exchange or similar
event or otherwise, without regard to any limitations on conversions of the
Notes or the exercise of the Warrants, and (iv) any shares of capital stock of
any entity issued in respect of the capital stock referenced in the immediately
preceding clauses (i), (ii), (iii) and (iv) as a result of a merger,
consolidation, sale of assets, sale or exchange of capital stock or other
similar transaction; provided, that any Registrable Securities that have been
sold pursuant to a Registration Statement or Rule 144 promulgated under the
Securities Act shall no longer be Registrable Securities.

         (g) "Registration Statement" means a registration statement or
registration statements of the Company filed under the Securities Act and
covering all of the Registrable Securities.

         (h) "Securities" means the Notes, the Warrants, and the Registrable
Securities.

         (i) Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Securities Purchase
Agreement.

         SECTION 2. Registration.

         (a) Mandatory Registration. The Company shall use its best efforts to
prepare and, as soon as practicable but in no event later than 30 calendar days
after the Closing Date (as that term is defined in the Securities Purchase
Agreement) (the "Filing Deadline"), file with the Commission a Registration
Statement on Form S-3 covering the resale of all of the Registrable Securities.
In the event that Form S-3 is unavailable for such a registration, the Company
shall


                                       2

<PAGE>

use such other form as is available for such a registration, subject to the
provisions of Section 2(d) of this Agreement. The Registration Statement
prepared pursuant hereto shall register the Registrable Securities for resale,
including at least 105% of the number of shares of Common Stock issuable upon
conversion of the Notes and exercise of the Warrants by the Investors from time
to time in accordance with the methods of distribution elected by such Investors
or such other amount as required by Section 4(e) of the Securities Purchase
Agreement. The Company shall use reasonable efforts to have the Registration
Statement declared effective by the Commission as soon as practicable, but not
later than 90 calendar days after the Closing Date (the "Effectiveness
Deadline"); provided, however, that if the Commission reviews the Registration
Statement and requires the Company to make modifications thereto, then the
Effectiveness Deadline shall be extended to 120 calendar days after the Closing
Date. In the event that, after the Closing Date and before the Registration
Statement is declared effective, the offices of the Commission are closed due to
acts of God, war or terror, the Effectiveness Deadline will be extended by a
number of days equal to the days of any such closure.

         (b) Allocation of Registrable Securities. The initial number of
Registrable Securities included in any Registration Statement and each increase
in the number of Registrable Securities included therein shall be allocated pro
rata among the Investors based on the number of Registrable Securities
(determined as if all of the Notes held by Investors then outstanding have been
converted into Conversion Shares and all Warrants then outstanding have been
exercised for Warrant Shares without regard to any limitations on conversion of
the Notes or exercise of the Warrants) held by each Investor at the time the
Registration Statement covering such initial number of Registrable Securities or
increase thereof is declared effective by the Commission. In the event that an
Investor sells or otherwise transfers any of such Investor's Registrable
Securities, each transferee shall be allocated the portion of the then remaining
number of Registrable Securities included in such Registration Statement
allocable to the transferor. In no event shall the Company include any
securities other than Registrable Securities on any Registration Statement
without the prior written consent of the Investors holding at least a majority
of the Registrable Securities, determined as if all of the Notes held by
Investors then outstanding have been converted into Conversion Shares and all
Warrants then outstanding have been exercised for Warrant Shares without regard
to any limitations on conversion of the Notes or exercise of the Warrants.

         (c) Legal Counsel. Subject to Section 5 of this Agreement, the
Investors holding at least a majority of the Registrable Securities, determined
as if all of the Notes held by Investors then outstanding have been converted
into Conversion Shares and all Warrants then outstanding have been exercised for
Warrant Shares without regard to any limitations on conversion of the Notes or
on the exercise of the Warrants, shall have the right to select one legal
counsel to review and comment upon any registration pursuant to this Agreement
(the "Legal Counsel"), which shall be selected by holders of at least a majority
of the Registrable Securities, determined as set forth above. The Investors
hereby waive any conflict of interest or potential conflict of interest that may
arise as a result of the representation of such Investors by Gibson, Dunn &
Crutcher LLP in connection with the subject matter of this Agreement. The
provision will not prohibit any other counsel to an Investor from reviewing and
commenting on any registration filed pursuant to this Agreement at no cost to
the Company.


                                       3

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         (d) Ineligibility for Form S-3. If Form S-3 is not available for the
registration of the resale of the Registrable Securities hereunder or the
Company is not permitted by the Securities Act or the Commission to use Form
S-3, then the Company shall (i) register the resale of the Registrable
Securities on another appropriate form reasonably acceptable to the holders of
at least a majority of the Registrable Securities, determined as if all of the
Notes held by Investors then outstanding have been converted into Conversion
Shares and all Warrants then outstanding have been exercised for Warrant Shares
without regard to any limitations on conversion of the Notes or on the exercise
of the Warrants and (ii) undertake to register the Registrable Securities on
Form S-3 as soon as such form is available; provided, however, that the Company
shall maintain the effectiveness of the Registration Statement then in effect
until such time as a Registration Statement on Form S-3 covering all of the
Registrable Securities has been declared effective by the Commission or, if
earlier, until the end of the Registration Period (as defined in Section 3(a).

         (e) Sufficient Number of Shares Registered. In the event the number of
shares registered under a Registration Statement filed pursuant to Section 2(a)
of this Agreement is insufficient to cover all of the Registrable Securities or
all of an Investor's allocated portion of the Registrable Securities pursuant to
Section 2(b) of this Agreement, the Company shall amend the Registration
Statement, or file a new Registration Statement (on the short form available
therefor, if applicable), or both, so as to cover at least one hundred five
percent (105%) of the number of such Registrable Securities as of the trading
day immediately preceding the date of the filing of such amendment and/or new
Registration Statement, in each case, as soon as practicable, but in no event
later than fifteen (15) days after the necessity therefor arises. The Company
shall use its reasonable efforts to cause such amendment and/or new Registration
Statement to become effective as soon as practicable following the filing
thereof. The calculation of the number of shares sufficient to cover all of the
Registrable Securities shall be made without regard to any limitations on the
conversion of the Notes or the exercise of the Warrants, and such calculation
shall assume that all of the Notes are then convertible into, and all of the
Warrants are then exercisable for, shares of Common Stock at the then prevailing
Conversion Rate (as defined in the Notes) or Warrant Exercise Price (as defined
in the Warrants), as applicable.

         (f) Effect of Failure to File and Obtain and Maintain Effectiveness of
Registration Statement. If (i) a Registration Statement covering all the
Registrable Securities is not filed with the Commission on or before the Filing
Deadline or is not declared effective by the Commission on or before the
Effectiveness Deadline, (ii) a Registration Statement covering all of the
Registrable Securities required to be covered thereby, as described in Section
2(e) of this Agreement, is not filed with the Commission on or before the
deadline described in Section 2(e) of this Agreement or is not declared
effective by the Commission on or before the deadline described in Section 2(e)
of this Agreement, (iii) on any day after such Registration Statement has been
declared effective by the Commission, sales of all of the Registrable Securities
required to be included on such Registration Statement cannot be made (other
than during an Allowable Grace Period (as defined in Section 3(n) of this
Agreement) pursuant to such Registration Statement (including, without
limitation, because of a failure to keep such Registration Statement effective,
to disclose such information as is necessary for sales to be made pursuant to
such Registration Statement or to register a sufficient number of shares of
Common Stock), or (iv) a Grace Period (as defined in Section 3(n) of this
Agreement) exceeds the length of an Allowable


                                       4

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Grace Period (each of the items described in clauses (i), (ii) and (iii) above
shall be referred to as a "Registration Delay"), then the Company shall pay (1)
to each holder of the Notes or Conversion Shares an amount in cash equal to the
product of (i) the initial principal amount paid for such Note or the related
Conversion Shares multiplied by (ii) the product of (I) the percentage
determined by dividing (A) the Applicable Percentage by (B) 30, multiplied by
(II) the sum of (x) the number of days (including any partial days) after the
Filing Deadline or the deadline described in Section 2(e) of this Agreement, as
applicable, that the Registration Statement is not filed with the Commission,
plus (y) the number of days (including any partial days) after the Effectiveness
Deadline or the deadline described in Section 2(e) of this Agreement that the
Registration Statement is not declared effective by the Commission, plus (z)
after the Registration Statement has been declared effective by the Commission,
the number of days (including any partial days) that such Registration Statement
is not available (other than during an Allowable Grace Period) for the sale of
all the Registrable Securities and (2) to each holder of the Warrants or Warrant
Shares an amount in cash equal to the product of (i) the Exercise Price for such
Warrant or the related Warrant Shares multiplied by (ii) the product of (I) the
percentage determined by dividing (A) the Applicable Percentage by (B) 30,
multiplied by (II) the sum of (x) the number of days (including any partial
days) after the Filing Deadline or the deadline described in Section 2(e) of
this Agreement, as applicable, that the Registration Statement is not filed with
the Commission, plus (y) the number of days (including any partial days) after
the Effectiveness Deadline or the deadline described in Section 2(e) of this
Agreement, as applicable, that the Registration Statement is not declared
effective by the Commission, plus (z) after the Registration Statement has been
declared effective by the Commission, the number of days (including any partial
days) that such Registration Statement is not available (other than during an
Allowable Grace Period) for the sale of all Registrable Securities. The
"Applicable Percentage" shall mean (A) for the period that only include days on
or before the day that is 60 days after the commencement of a Registration
Delay, eight-tenths percent (0.8%), (B) for periods that only include days after
the date that is 60 days after the commencement of a Registration Delay, one
percent (1.0%) and (C) for periods that include days both before and after the
date that is 60 days after the commencement of a Registration Delay, a
percentage equal to a fraction, the numerator of which shall be the sum of (i)
the number of days in such period that are on or before the date that is 60 days
after the commencement of such Registration Delay multiplied by eight-tenths
percent (0.8%) and (ii) the number of days in such period that are after the
date that is 60 days after the commencement of such Registration Delay
multiplied by one percent (1.0%) and the denominator of which shall be the total
number of days comprising such period. The payments to which a holder shall be
entitled pursuant to this Section 2(f) are referred to herein as "Registration
Delay Payments." The Registration Delay Payments shall be paid in cash on the
earlier of (A) the last day of the calendar month during which such Registration
Delay Payments are incurred and (B) the third Business Day after the event or
failure giving rise to the Registration Delay Payments is cured. In the event
the Company fails to make Registration Delay Payments in a timely manner, such
Registration Delay Payments shall bear interest at the rate of one and
two-tenths percent (1.2%) per month (prorated for partial months) until paid in
full.

         SECTION 3. Related Obligations. At such time as the Company is
obligated to file a Registration Statement with the Commission pursuant to
Section 2(a), 2(d) or 2(e) of this Agreement, the Company will use reasonable
efforts to effect the registration of all of the


                                       5

<PAGE>

Registrable Securities in accordance with the intended method of disposition
thereof and, pursuant thereto, the Company shall have the following obligations:

         (a) The Company shall promptly prepare and file with the Commission a
Registration Statement with respect to all of the Registrable Securities (but in
no event later than the applicable Filing Deadline) and use reasonable efforts
to cause such Registration Statement relating to all of the Registrable
Securities required to be covered thereby to become effective as soon as
practicable after such filing (but in no event later than the applicable
Effectiveness Deadline). The Company shall, subject to the terms of this
Agreement, keep each Registration Statement effective pursuant to Rule 415 at
all times until the earliest of (i) the second anniversary of the date such
Registration Statement is filed, (ii) the date as of which all of the Investors
(other than any Investors who are "affiliates" of the Company as such term is
used in Rule 144(k) promulgated under the Securities Act) may sell all of the
Registrable Securities without restriction pursuant to Rule 144(k) (or the
successor rule thereto) promulgated under the Securities Act or (iii) the date
on which all of the Investors shall have sold all of the Registrable Securities
(the "Registration Period"), which Registration Statement, as of its filing and
effective dates and each day thereafter (including all amendments or supplements
thereto, as of their respective filing and effective dates and each day
thereafter), shall not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein, or necessary to make the
statements therein, not misleading, and the prospectus contained in such
Registration Statement, as of its filing date and each day thereafter (including
all amendments and supplements thereto, as of their respective filing dates and
each day thereafter), shall not contain any untrue statement of a material fact
or omit to state a material fact required to be stated thereon, or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading.

         (b) Subject to Section 3(n) of this Agreement, the Company shall
prepare and file with the Commission such amendments (including post-effective
amendments) and supplements to the Registration Statement and the prospectus
used in connection with such Registration Statement, which prospectus is to be
filed pursuant to Rule 424 (or any successor rule thereto) promulgated under the
Securities Act, as may be necessary to keep such Registration Statement
effective at all times during the Registration Period, and, during such period,
comply with the provisions of the Securities Act. In the case of amendments and
supplements to a Registration Statement and the prospectus used in connection
with such Registration Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of the Company
filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous report
under the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, or any similar successor statute (the "Exchange Act"),
the Company shall have incorporated such report by reference into such
Registration Statement, if applicable, or shall file such amendments or
supplements with the Commission on the same day on which the Exchange Act report
is filed which created the requirement for the Company to amend or supplement
such Registration Statement and prospectus.

         (c) The Company shall permit Legal Counsel, or if no Legal Counsel
shall have been choosen by the Investors, the Investors, to review and comment
upon each Registration Statement, prospectus and all amendments and supplements
thereto at least three (3) Business Days prior to their filing with the
Commission. The Company shall furnish to the Investors and


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Legal Counsel, without charge, (i) promptly after receipt of such
correspondence, copies of all correspondence from the Commission or the staff of
the Commission to the Company or its representatives relating to each
Registration Statement, prospectus and all amendments and supplements thereto,
(ii) promptly after the same is prepared and filed with the Commission, one (1)
copy of each Registration Statement, prospectus and all amendments and
supplements thereto, including all exhibits and financial statements related
thereto, and (iii) promptly upon the effectiveness of each Registration
Statement and each amendment and supplement thereto, one (1) copy of the
prospectus included in each such Registration Statement and all amendments and
supplements thereto. The Company agrees that it will, and it will cause its
counsel to, consider in good faith any comments or objections from Legal
Counsel, or if no Legal Counsel shall have been selected, the Investors, as to
the form or content of each Registration Statement, prospectus and all
amendments or supplements thereto or any request for acceleration of the
effectiveness of each Registration Statement, prospectus and all amendments or
supplements thereto.

         (d) The Company shall furnish to each Investor whose Registrable
Securities are included in any Registration Statement, without charge to such
Investor, (i) promptly after the same is prepared and filed with the Commission,
at least one copy of such Registration Statement and all amendments and
supplements thereto, including all exhibits and financial statements and each
preliminary prospectus, (ii) upon the effectiveness of each Registration
Statement, such number of copies of the prospectus included in such Registration
Statement and all amendments and supplements thereto as such Investor may
reasonably request, and (iii) such other documents, including copies of any
preliminary or final prospectus, as such Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable
Securities.

         (e) Subject to Section 3(n) of this Agreement, the Company shall use
reasonable efforts to (i) promptly register and qualify, unless an exemption
from registration and qualification applies, the resale of the Registrable
Securities under such other securities or "blue sky" laws of all applicable
jurisdictions in the United States as any holder of Registrable Shares
reasonably requests in writing, (ii) promptly prepare and file in those
jurisdictions, such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration Period, (iii)
promptly take such other actions as may be reasonably necessary to maintain such
registrations and qualifications in effect at all times during the Registration
Period, and (iv) promptly take all other actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to file a general consent to service of
process in any such jurisdiction, except in such jurisdictions where the Company
is subject to service of process. The Company shall promptly notify each
Investor who holds Registrable Securities and Legal Counsel of the receipt by
the Company of any notification with respect to the suspension of the
registration or qualification of any of the Registrable Securities for sale
under the securities or "blue sky" laws of any jurisdiction in the United States
or its receipt of notice of the initiation or threatening of any proceeding for
such purpose.

         (f) Notwithstanding anything to the contrary set forth herein, as
promptly as practicable after becoming aware of such event, the Company shall
notify each Investor and Legal Counsel in writing of the happening of any event
as a result of which (i) the Registration


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Statement or any amendment or supplement thereto, as then in effect, includes an
untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or (ii) the prospectus related to such Registration Statement or any
amendment or supplement thereto includes an untrue statement of a material fact
or omission to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading, and, subject to Section 3(n) of this Agreement,
promptly prepare a supplement or amendment to such Registration Statement and
prospectus to correct such untrue statement or omission, and deliver such number
of copies of such supplement or amendment to each Investor and Legal Counsel as
such Investor or Legal Counsel may reasonably request. The Company shall also
promptly notify each Investor and Legal Counsel in writing (i) when a prospectus
and each prospectus supplement or amendment thereto has been filed, and when a
Registration Statement and each amendment (including post-effective amendments)
and supplement thereto has been declared effective by the Commission
(notification of such effectiveness shall be delivered to each Investor and
Legal Counsel by facsimile on the same day of such effectiveness and by
overnight mail), (ii) of any request by the Commission for amendments or
supplements to a Registration Statement or related prospectus or related
information, and (iii) of the Company's reasonable determination that an
amendment (including any post-effective amendment) or supplement to a
Registration Statement or prospectus would be appropriate (subject to Section
3(n) hereof).

         (g) Subject to Section 3(n) of this Agreement, the Company shall use
reasonable efforts to (i) prevent the issuance of any stop order or other
suspension of effectiveness of a Registration Statement, or the suspension of
the qualification of any of the Registrable Securities for sale in any
jurisdiction, (ii) if such an order or suspension is issued, obtain the
withdrawal of such order or suspension at the earliest practicable moment and
notify each holder of Registrable Securities and Legal Counsel of the issuance
of such order and the resolution thereof or its receipt of notice of the
initiation or threat of any proceeding for such purpose.

         (h) The Company shall hold in confidence and not make any disclosure of
information concerning an Investor provided to the Company unless (i) disclosure
of such information is necessary to comply with United States federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any Registration Statement, prospectus
or any amendment or supplement thereto, (iii) the release of such information is
ordered pursuant to a subpoena or other final, non-appealable order from a court
or governmental body of competent jurisdiction, or (iv) such information has
been made generally available to the public other than by disclosure in
violation of this Agreement or any other agreement. The Company agrees that it
shall, upon learning that disclosure of such information concerning an Investor
is sought in or by a court or governmental body of competent jurisdiction or
through other means, unless ordered or requested by the Commission or other
governmental authority not to do so, give prompt written notice to such Investor
and allow such Investor, at the Investor's expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such
information.

         (i) The Company shall use reasonable efforts to cause all the
Registrable Securities to be listed on each securities exchange on which
securities of the same class or series issued by the Company are then listed, if
any, if the listing of such Registrable Securities is then


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<PAGE>

permitted under the rules of such exchange The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section 3(i).

         (j) In connection with any sale or transfer of Registrable Securities
pursuant to a Registration Statement, the Company shall cooperate with the
Investors who hold Registrable Securities being offered and, to the extent
applicable, facilitate the timely preparation and delivery of certificates (not
bearing any restrictive legend) representing the Registrable Securities to be
offered pursuant to a Registration Statement and enable such certificates to be
in such denominations or amounts, as the case may be, as the Investors may
reasonably request and, registered in such names as the Investors may request.

         (k) If requested by an Investor, the Company shall (i) as soon as
practicable, incorporate in each prospectus supplement or post-effective
amendment to the Registration Statement such information as an Investor
reasonably requests to be included therein relating to the sale and distribution
of the Registrable Securities, (ii) as soon as practicable, make all required
filings of such prospectus supplement or post-effective amendment after being
notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment, and (iii) as soon as practicable, supplement or make
amendments to any Registration Statement and prospectus if reasonably requested
by an Investor holding any Registrable Securities.

         (l) The Company shall comply with all applicable rules and regulations
of the Commission in connection with any registration hereunder.

         (m) Within two (2) Business Days after a Registration Statement is
ordered effective by the Commission the Company will so notify the transfer
agent for the Registrable Securities and the Investors whose Registrable
Securities are included in the Registration Statement.

         (n) Notwithstanding anything to the contrary herein, at any time after
a Registration Statement has been declared effective by the Commission, the
Company may delay the disclosure of material non-public information concerning
the Company if the disclosure of such information at the time is not, in the
good faith judgment of the Board of Directors of the Company upon the opinion of
counsel, in the best interests of the Company (a "Grace Period"); provided,
however, that the Company shall promptly (i) notify the Investors in writing of
the existence of material non-public information giving rise to a Grace Period
(provided that the Company shall not disclose the content of such material
non-public information to the Investors) and the date on which the Grace Period
will begin, and (ii) notify the Investors in writing of the date on which the
Grace Period ends; provided further, that no single Grace Period shall exceed
thirty (30) consecutive days, and during any three hundred sixty-five (365) day
period, the aggregate of all of the Grace Periods shall not exceed an aggregate
of sixty (60) days and the first day of any Grace Period must be at least ten
(10) trading days after the last day of any prior Grace Period (an "Allowable
Grace Period"). For purposes of determining the length of a Grace Period, the
Grace Period shall be deemed to begin on and include the date the Investors
receive the notice referred to in clause (i) above and shall end on and include
the later of the date the Investors receive the notice referred to in clause
(ii) above and the date referred to in such notice; provided, however, that no
Grace Period shall be longer than an Allowable Grace Period. The provisions of
Section 3(g) of this Agreement shall not be applicable during the period of any


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<PAGE>

Allowable Grace Period. Upon expiration of the Grace Period, the Company shall
again be bound by the first sentence of Section 3(f) of this Agreement.

         SECTION 4. Obligations Of The Investors.

         (a) At least three (3) Business Days prior to the first anticipated
filing date of a Registration Statement, the Company shall notify each Investor
in writing of the information the Company requires from each such Investor if
such Investor elects to have any of such Investor's Registrable Securities
included in such Registration Statement. It shall be a condition precedent to
the obligations of the Company to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a particular Investor
that such Investor shall furnish to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it as shall be reasonably
required to effect the effectiveness of the registration of such Registrable
Securities and shall execute such documents in connection with such registration
as the Company may reasonably request. Each Investor shall promptly notify the
Company of any material change with respect to such information previously
provided to the Company by such Investor.

         (b) Each Investor agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of any
Registration Statement hereunder, unless such Investor has notified the Company
in writing of such Investor's election to exclude all of such Investor's
Registrable Securities from such Registration Statement, in which case, such
Investor does not need to cooperate with the Company until it notifies the
Company of its desire to include one or more shares of the Registrable
Securities in such Registration Statement.

         (c) Each Investor agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(g) or
3(n) of this Agreement or the first sentence of Section 3(f) of this Agreement,
such Investor will immediately discontinue disposition of Registrable Securities
pursuant to any Registration Statements covering such Registrable Securities
until such Investor's receipt of the copies of the amended or supplemented
prospectus contemplated by Section 3(g) of this Agreement or the first sentence
of Section 3(f) of this Agreement or receipt of notice that no amendment or
supplement is required and, if so directed by the Company, such Investor shall
deliver to the Company (at the expense of the Company) or destroy (and deliver
to the Company a certificate of destruction) all copies of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice (other than a single file copy, which such Investor may keep) in such
Investor's possession.

         SECTION 5. Expenses Of Registration. All expenses, other than
underwriting discounts and commissions, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3 of this
Agreement, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, transfer agent fees and fees
and disbursements of counsel for the Company, shall be paid by the Company. The
Company shall pay all of the Investors' reasonable costs (including fees and
disbursements of Legal Counsel) incurred in connection with the successful
enforcement of the Investors' rights under this Agreement.


                                       10

<PAGE>

         SECTION 6. Indemnification. In the event any Registrable Securities are
included in a Registration Statement under this Agreement:

         (a) To the fullest extent permitted by law, the Company will, and
hereby does, indemnify, hold harmless and defend each Investor, the directors,
officers, members, partners, employees, agents, representatives of, and each
Person, if any, who controls any Investor within the meaning of the Securities
Act or the Exchange Act (each, an "Indemnified Person"), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs,
reasonable attorneys' fees, amounts paid in settlement or expenses, joint or
several, (collectively, "Claims") incurred in investigating, preparing or
defending any action, claim, suit, inquiry, proceeding, investigation or appeal
taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the Commission, whether pending or
threatened, whether or not an indemnified party is or may be a party thereto
("Indemnified Damages"), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of a material fact in a Registration Statement or any amendment
(including post-effective amendments) or supplement thereto or in any filing
made in connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which the Registrable Securities
are offered ("Blue Sky Filing"), or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, (ii) any untrue statement or alleged untrue statement of
a material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if any) or the omission or alleged
omission to state therein any material fact necessary to make the statements
made therein, in light of the circumstances under which the statements therein
were made, not misleading, (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any other law, including,
without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities pursuant
to a Registration Statement, or (iv) any material violation of this Agreement by
the Company (the matters in the foregoing clauses (i) through (iii) being,
collectively, "Violations"). Subject to Section 6(c) of this Agreement, the
Company shall reimburse the Indemnified Persons, promptly as such expenses are
incurred and are due and payable, for any legal fees or other reasonable
expenses incurred by them in connection with investigating or defending any such
Claim. Notwithstanding anything to the contrary contained herein, the
indemnification agreement contained in this Section 6(a): (i) shall not apply to
a Claim by an Indemnified Person arising out of or based upon a Violation which
occurs in reliance upon and in conformity with information furnished in writing
to the Company by such Indemnified Person expressly for use in connection with
the preparation of the Registration Statement or any such amendment thereof or
supplement thereto; (ii) shall not be available to the extent such Claim is
based on a failure of the Investor to deliver or to cause to be delivered the
prospectus made available by the Company, including a corrected prospectus, if
such prospectus or corrected prospectus was timely made available by the Company
pursuant to Section 3(d) of this Agreement; and (iii) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably
withheld, conditioned or delayed. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Indemnified
Person and shall


                                       11

<PAGE>

survive the transfer of the Registrable Securities by the Investors pursuant to
Section 9 of this Agreement.

         (b) In connection with any Registration Statement in which an Investor
is participating, each such Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a) of this Agreement, the Company, each of its
directors, each of its officers who signs the Registration Statement, its agents
and each Person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act (each, an "Indemnified Party"), against any
Claims or Indemnified Damages to which any of them may become subject, under the
Securities Act, the Exchange Act or otherwise, insofar as such Claims or
Indemnified Damages arise out of or are based upon any Violation (including for
purposes of this paragraph, a material violation of this Agreement by the
Investor), in each case to the extent, and only to the extent, that such
Violation occurs in reliance upon and in conformity with written information
furnished to the Company by such Investor expressly for use in connection with
such Registration Statement and, subject to Section 6(c) of this Agreement, such
Investor will reimburse any legal or other expenses reasonably incurred by an
Indemnified Party in connection with investigating or defending any such Claim;
provided, however, that the indemnification agreement contained in this Section
6(b) and the agreement with respect to contribution contained in Section 7 of
this Agreement shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of such Investor,
which consent shall not be unreasonably withheld or delayed; provided, further,
that the Investor shall be liable under this Section 6(b) for only that amount
of the Claims and Indemnified Damages as does not exceed the net proceeds to
such Investors as a result of the sale of Registrable Securities pursuant to
such Registration Statement. Such indemnification agreement shall remain in full
force and effect regardless of any investigation made by or on behalf of such
Indemnified Party and shall survive the transfer of the Registrable Securities
by the Investors pursuant to Section 9 of this Agreement. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(b) shall not inure to the benefit of any Indemnified
Party if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or supplemented.

         (c) Promptly after an Indemnified Person or Indemnified Party under
this Section 6 has knowledge of any Claim as to which such Indemnified Person or
Indemnified Party reasonably believes indemnity may be sought or promptly after
such Indemnified Person or Indemnified Party receives notice of the commencement
of any action or proceeding (including any governmental action or proceeding)
involving a Claim, such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section 6, deliver to the indemnifying party a written notice of such Claim, and
the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or
the Indemnified Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person or
Indemnified Party and the indemnifying party would be inappropriate due to
actual or potential differing interests between such Indemnified Person or


                                       12

<PAGE>

Indemnified Party and any other party represented by such counsel in such
proceeding; provided, further, that the indemnifying party shall not be
responsible for the reasonable fees and expense of more than one (1) separate
legal counsel for such Indemnified Person or Indemnified Party. In the case of
an Indemnified Person, the legal counsel referred to in the immediately
preceding sentence shall be selected by the Investors holding at least a
majority in interest of the Registrable Securities included in the Registration
Statement to which the Claim relates. The Indemnified Party or Indemnified
Person shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably available to
the Indemnified Party or Indemnified Person which relates to such action or
Claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without
its prior written consent; provided, however, that the indemnifying party shall
not unreasonably withhold, delay or condition its consent. No indemnifying party
shall, without the prior written consent of the Indemnified Party or Indemnified
Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party or Indemnified Person of a
full release from all liability in respect to such Claim and action and
proceeding. After indemnification as provided for under this Agreement, the
rights of the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made.
The failure to deliver written notice to the indemnifying party as provided in
this Agreement shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.

         (d) No Person involved in the sale of Registrable Securities who is
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) in connection with such sale shall be entitled to
indemnification from any Person involved in such sale of Registrable Securities
who is not guilty of fraudulent misrepresentation.

         (e) The indemnification required by this Section 6 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.

         (f) The indemnification agreements contained herein shall be in
addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.

         SECTION 7. Contribution. To the extent any indemnification by an
indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 6 of this Agreement to the fullest
extent permitted by law; provided, however, that: (i) no contribution shall be
made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 6 of this
Agreement,


                                       13

<PAGE>

(ii) no Person involved in the sale of Registrable Securities who is guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) in connection with such sale shall be entitled to contribution
from any Person involved in such sale of Registrable Securities who is not
guilty of fraudulent misrepresentation, and (iii) contribution by any seller of
Registrable Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities pursuant to
such Registration Statement. The provisions of this Section 7 shall remain in
full force and effect, regardless of the investigation made by or on behalf of
the beneficiaries of this Section 7 and shall survive the transfer of
Registrable Securities by the Investors pursuant to Section 9 of this Agreement.

         SECTION 8. Reporting.

         (a) Reports Under The Exchange Act. With a view to making available to
the Investors the benefits of Rule 144 promulgated under the Securities Act or
any other similar rule or regulation of the Commission that may at any time
permit the Investors to sell securities of the Company to the public without
registration ("Rule 144"), the Company shall use reasonable efforts to:

                  (1) make and keep public information available, as those terms
         are understood and defined in Rule 144;

                  (2) file with the Commission in a timely manner all reports
         and other documents required of the Company under the Securities Act
         and the Exchange Act; and

                  (3) furnish to each Investor, so long as such Investor owns
         Registrable Securities, promptly upon request, (A) a written statement
         by the Company, if true, that it has complied with the applicable
         reporting requirements of Rule 144, the Securities Act and the Exchange
         Act, (B) a copy of the most recent annual or quarterly report of the
         Company and copies of such other reports and documents so filed by the
         Company, and (C) such other information as may be reasonably requested
         to permit the Investors to sell such securities pursuant to Rule 144
         without registration.

         (b) Rule 144A Information. The Company shall, upon request of any
Investor, make available to such Investor the information required by Rule
144A(d)(4) (or any successor rule) under the Securities Act.

         SECTION 9. Assignment of Registration Rights. The rights under this
Agreement shall be automatically assignable by the Investors to any transferee
of all or any portion of such Investor's Registrable Securities if: (i) the
Investor agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to the Company within a
reasonable time after such assignment; (ii) the Company is, within a reasonable
time after such transfer or assignment, furnished with written notice of (a) the
name and address of such transferee or assignee, and (b) the securities with
respect to which such rights are being transferred or assigned; (iii)
immediately following such transfer or assignment, the further disposition of
such securities by the transferee or assignee is restricted under the


                                       14

<PAGE>

Securities Act and applicable state securities laws; (iv) at or before the time
the Company receives the written notice contemplated by clause (ii) of this
sentence, the transferee or assignee agrees in writing with the Company to be
bound by all of the obligations of an Investor under this Agreement; (v) such
transfer shall have been made in accordance with the applicable requirements of
the Securities Purchase Agreement, the Notes and the Warrants; and (vi) such
transfer shall have been conducted in accordance with all applicable federal and
state securities laws.

         SECTION 10. Amendment of Registration Rights. Any provision of this
Agreement may be amended and the observance of any provision of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and Investors who then hold at least a majority of the Registrable Securities,
determined as if all of the Notes held by Investors then outstanding have been
converted into Conversion Shares and all Warrants then outstanding have been
exercised for Warrant Shares without regard to any limitations on conversion of
the Notes or on the exercise of the Warrants. Any amendment or waiver effected
in accordance with this Section 10 shall be binding upon each Investor and the
Company. No such amendment shall be effective to the extent that it applies to
less than all of the holders of the Registrable Securities. No consideration
shall be offered or paid to any Person to amend or consent to a waiver or
modification of any provision of any of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement.

         SECTION 11. Miscellaneous.

         (a) A Person is deemed to be a holder of Registrable Securities
whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or
elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or
election received from such record owner of such Registrable Securities.

         (b) Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Agreement must be in writing and
will be deemed to have been delivered: (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile (evidenced by mechanically
or electronically generated receipt by the sender's facsimile machine); or (iii)
one (1) Business Day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:


                                       15

<PAGE>

         If to the Company:

                          Champps Entertainment, Inc.
                          10375 Park Meadows Drive, Suite 560
                          Littleton, Colorado
                          Telephone:  (303) 804-1333
                          Facsimile:  (720) 529-9392
                          Attention:  William H. Baumhauer

         with a copy to:

                          Brownstein Hyatt & Farber, P.C.
                          410 Seventeenth Street, Twenty-Second Floor
                          Denver, Colorado 80202-4437
                          Telephone:  303-223-1100
                          Facsimile:  303-223-1111
                          Attention:  Jeffrey M. Knetsch


         If to U.S. Bancorp Piper Jaffray Inc.:

                          U.S. Bancorp Piper Jaffray Inc.
                          345 California Street, Suite 2100
                          San Francisco, California  94104
                          Telephone:  (415) 984-5127
                          Facsimile:  (415) 984-5130
                          Attention:  Mr. David Fullerton

         with a copy to:

                          Gibson, Dunn & Crutcher LLP
                          1050 Connecticut Avenue NW
                          Washington, DC 20036
                          Telephone:  (202) 955-8500
                          Facsimile:  (202) 467-0539
                          Attention:  Brian Lane, Esq.

         If to Legal Counsel:

                          Gibson, Dunn & Crutcher LLP
                          1050 Connecticut Avenue NW
                          Washington, DC 20036
                          Telephone:  (202) 955-8500
                          Facsimile:  (202) 467-0539
                          Attention:  Brian Lane, Esq.


                                       16

<PAGE>

If to a Buyer, to its address and facsimile number set forth on the Schedule of
Buyers attached hereto as Exhibit A, with copies to such Buyer's representatives
as set forth on the Schedule of Buyers, or to such other address and/or
facsimile number and/or to the attention of such other Person as the recipient
party has specified by written notice given to each other party

         (c) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

         (d) All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be governed by the internal laws of
the State of New York, without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts sitting the City of
New York, borough of Manhattan, for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law.
If any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED HEREBY.

         (e) This Agreement, the Securities Purchase Agreement, the Notes, the
Warrants and the documents referenced herein and therein constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein. This Agreement, the
Securities Purchase Agreement, the Notes and the Warrants supersede all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.

         (f) Subject to the requirements of Section 9 of this Agreement, this
Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of each of the parties hereto.


                                       17

<PAGE>

         (g) The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

         (h) This Agreement may be executed in identical counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same agreement. This Agreement, once executed by a party, may be delivered to
the other parties hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

         (i) Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

         (j) All consents and other determinations required to be made by the
Investors pursuant to this Agreement shall be made, unless otherwise specified
in this Agreement, by Investors holding at least a majority of the majority of
the Registrable Securities, determined as if all of the Notes held by Investors
then outstanding have been converted into Conversion Shares and all Warrants
then outstanding have been exercised for Warrant Shares without regard to any
limitations on conversion of the Notes or on the exercise of the Warrants.

         (k) This Agreement is intended for the benefit of the parties hereto
and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.


                                       18

<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.

                                        "COMPANY"

                                        CHAMPPS ENTERTAINMENT, INC.


                                        By:
                                            -----------------------------------
                                            Its:
                                                 ------------------------------



                                        "PIPER JAFFRAY "

                                        U.S. Bancorp Piper Jaffray INC.


                                        By:
                                            -----------------------------------
                                            Its:
                                                 ------------------------------


                    [Signatures of Buyers on Following Page]

                                       S-1

<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

                                  "BUYER"


                                  --------------------------------------------
                                        (print full legal name of Buyer)


                                  By:
                                      ----------------------------------------
                                      (signature of authorized representative)

                                  Name:
                                        --------------------------------------

                                  Its:  --------------------------------------

<PAGE>

                   EXHIBIT A TO REGISTRATION RIGHTS AGREEMENT
                   ------------------------------------------

                               SCHEDULE OF BUYERS
                               ------------------

           Name of Buyers          Principal Amount of Notes  Number of Warrants
---------------------------------  -------------------------  ------------------
1. [Name of Buyer]                     $
   [Contact Information for Buyer]







                                   Exhibit A-1


<PAGE>

SECTION 1.   Definitions ...................................................  1

SECTION 2.   Registration ..................................................  2

SECTION 3.   Related Obligations ...........................................  5

SECTION 4.   Obligations Of The Investors .................................. 10

SECTION 5.   Expenses Of Registration ...................................... 11

SECTION 6.   Indemnification ............................................... 11

SECTION 7.   Contribution .................................................. 14

SECTION 8.   Reporting ..................................................... 14

SECTION 9.   Assignment of Registration Rights ............................. 14

SECTION 10.  Amendment of Registration Rights .............................. 15

SECTION 11.  Miscellaneous ................................................. 15


EXHIBIT A    Schedule of Buyers ............................................A-1

EXHIBIT B    Form of Notice of Effectiveness of Registration Statement .....B-1