SPECIAL POWER OF ATTORNEY




The undersigned hereby constitutes and appoints, William H. Baumhauer and Donald
C.  Moore  and  each of  them,  jointly  and  severally,  his  true  and  lawful
attorneys-in-fact and agents with full power of substitution, for him and in his
name,  place and stead, in any and all capacities,  to sign the Annual Report on
Form 10-K of Unique Casual Restaurants,  Inc. for the fiscal year ended June 29,
1997,  and  any an all  amendments  thereto,  and to  file  the  same  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.








                                                              /s/Erline Belton
                                                              ----------------
                                                              Erline Belton



Dated:   October 7, 1997



<PAGE>




                            SPECIAL POWER OF ATTORNEY




The undersigned hereby constitutes and appoints, William H. Baumhauer and Donald
C.  Moore  and  each of  them,  jointly  and  severally,  his  true  and  lawful
attorneys-in-fact and agents with full power of substitution, for him and in his
name,  place and stead, in any and all capacities,  to sign the Annual Report on
Form 10-K of Unique Casual Restaurants,  Inc. for the fiscal year ended June 29,
1997,  and  any an all  amendments  thereto,  and to  file  the  same  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.








                                                           /s/Allen R. Maxwell
                                                           -------------------
                                                              Allen R. Maxwell



Dated:   October 7, 1997



<PAGE>




                            SPECIAL POWER OF ATTORNEY




The undersigned hereby constitutes and appoints, William H. Baumhauer and Donald
C.  Moore  and  each of  them,  jointly  and  severally,  his  true  and  lawful
attorneys-in-fact and agents with full power of substitution, for him and in his
name,  place and stead, in any and all capacities,  to sign the Annual Report on
Form 10-K of Unique Casual Restaurants,  Inc. for the fiscal year ended June 29,
1997,  and  any an all  amendments  thereto,  and to  file  the  same  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.








                                                           /s/Alan D. Schwartz
                                                           -------------------
                                                              Alan D. Schwartz



Dated:   October 7, 1997



<PAGE>




                            SPECIAL POWER OF ATTORNEY




The undersigned hereby constitutes and appoints, William H. Baumhauer and Donald
C.  Moore  and  each of  them,  jointly  and  severally,  his  true  and  lawful
attorneys-in-fact and agents with full power of substitution, for him and in his
name,  place and stead, in any and all capacities,  to sign the Annual Report on
Form 10-K of Unique Casual Restaurants,  Inc. for the fiscal year ended June 29,
1997,  and  any an all  amendments  thereto,  and to  file  the  same  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.








                                                              /s/E.L. Cox
                                                              -----------
                                                              E. L. Cox



Dated:   October 7, 1997



<PAGE>




                            SPECIAL POWER OF ATTORNEY




The undersigned hereby constitutes and appoints, William H. Baumhauer and Donald
C.  Moore  and  each of  them,  jointly  and  severally,  his  true  and  lawful
attorneys-in-fact and agents with full power of substitution, for him and in his
name,  place and stead, in any and all capacities,  to sign the Annual Report on
Form 10-K of Unique Casual Restaurants,  Inc. for the fiscal year ended June 29,
1997,  and  any an all  amendments  thereto,  and to  file  the  same  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents full power and  authority  to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  or his  substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.








                                                        /s/Joseph W. O'Donnell
                                                        ----------------------
                                                        Joseph W. O'Donnell



Dated:   October 7, 1997