Exhibit 10.15



                              SEPARATION AGREEMENT

         This  Separation  Agreement (the  "Agreement")  is entered into between
Dean P. Vlahos ("Vlahos"), on the one hand, and Unique Casual Restaurants, Inc.,
a Delaware  corporation  (the  "Company"),  and Champps  Entertainment,  Inc., a
Minnesota corporation ("CEI"), on the other hand, as of February 2, 1998.

         In  exchange  for the  mutual  promises  contained  in this  Agreement,
Vlahos, the Company and CEI agree as follows:

         1. Resignation as Director of the Company

         Vlahos  hereby  resigns as a Director  of the Company  effective  as of
February 2, 1998 (the "Effective Date").

         2.  Resignation  as  Chairman  and Chief  Executive  Officer of Champps
Entertainment, Inc. and Termination of Employment Agreement

         Vlahos  hereby  resigns  as  Chairman  of the Board of  Directors  (and
therefore as a director)  and Chief  Executive  Officer of CEI  effective on the
Effective  Date.  Vlahos  agrees that the  Employment  Agreement  by and between
Vlahos and DAKA  International,  Inc.,  dated  October  10,  1995 (as amended to
date),  shall be terminated as of the Effective Date and neither the Company (as
successor to DAKA International, Inc.) nor CEI nor Vlahos shall have any further
obligations thereunder.

                  (a)      Accrued Salary

         To the extent that the Company and CEI have not already  done so by the
Effective  Date, the Company and CEI shall pay to Vlahos all base salary accrued
to and including the Effective  Date at the current  salary rate of $350,000 per
year.

                  (b)      Benefits

                           (i) The Company and CEI shall not make any  severance
payments  or other  payments  in  consideration  of the  termination  of  Vlahos
employment with the Company and CEI.

                           (ii) Vlahos may elect to continue  the current  group
medical  and/or  dental  insurance  coverage for up to 18 months  following  the
Effective Date provided Vlahos or his eligible  dependent(s) remain eligible for
such coverage  under the federal law known as "COBRA".  In the event that Vlahos
elects  to  continue  such  coverage,  Vlahos  shall  pay the full  cost of such
insurance.


<PAGE>








                           (iii) Except as expressly  provided  herein,  Vlahos'
participation  in all Company and CEI employee  benefit plans shall terminate as
of the Effective Date in accordance with the terms of those plans.

                           (iv)  Vlahos will not receive any options to purchase
common  stock of the Company on account of his service as an officer or director
of the Company or CEI for any period  ending on,  before or after the  Effective
Date.

                           (v) Vlahos acknowledges that of the Effective Date he
had no right to receive  compensation or other  consideration for, on account of
or in lieu of any of the following: accrued but unused vacation time, bonus, car
allowance,   reimbursable  business  expenses,  401(k)  or  similar  plans,  the
Company's 1997 Employee Stock Purchase Plan, the Company's 1997 Stock Option and
Incentive Plan or other similar plans or arrangements  with the Company,  CEI or
their predecessors, affiliates or subsidiaries.

         3. Purchase of Minnetonka Restaurant

         Vlahos  and  CEI  shall   enter  into  an  asset   purchase   agreement
substantially  in the form  attached  hereto as Exhibit A (the  "Asset  Purchase
Agreement")  pursuant to which Vlahos shall  purchase,  and CEI shall sell, that
certain Champps Americana restaurant located at 1641 Plymouth Road,  Minnetonka,
Minnesota (the "Minnetonka Restaurant"). Such terms shall include the payment by
Vlahos of $1,500,000,  in the form of a wire transfer or cashier's  check to the
Company on the Closing Date (as defined in the Asset Purchase Agreement).

         4. Right to Develop Eden Prairie Restaurant

         CEI  hereby  grants  to  Vlahos  the  right to  develop  and  operate a
franchised Champps Americana  restaurant to be located at a site within the city
limits of Eden Prairie, Minnesota, that is approved in writing by CEI (the "Eden
Prairie  Restaurant"),  provided that such development right shall expire if the
Eden Prairie  Restaurant  is not  developed  and open to the public prior to the
eighth  anniversary  of the date  hereof.  Vlahos  and CEI  shall  enter  into a
franchise  agreement  with  respect  to the  Eden  Prairie  Restaurant  on terms
substantially equivalent to the terms of the franchise agreement with respect to
the  Minnetonka  Restaurant  which is  attached  hereto as  Exhibit B (the "Eden
Prairie Franchise Agreement").

         5. Development Agreement

         Vlahos and CEI shall  enter into a  development  agreement  in the form
attached hereto as Exhibit C (the "Development  Agreement") which shall grant to
Vlahos  the right to  develop  and  operate  up to five (5)  additional  Champps
Americana   restaurants   (in  addition  to  the  Minnetonka  and  Eden  Prairie
restaurants),  subject to the terms and conditions set forth in the  Development
Agreement.  The  Development  Agreement shall set forth the franchise fees to be
paid by Vlahos (and any successor) to CEI.

<PAGE>
         6. Covenants

         Vlahos  acknowledges  that,  as  part  of  the  consideration  for  the
Company's and CEI's  agreements  herein and in the Asset Purchase  Agreement and
the Development Agreement, Vlahos agrees to be bound by the following covenants:

                  (a) Vlahos  acknowledges  that CEI owns all  right,  title and
interest in and to the Champps System (as defined in the Development Agreement).
Vlahos  further  acknowledges that: the Champps System consists of trade secrets
and  confidential  and  proprietary  information  and know-how  that gives CEI a
competitive  advantage;  CEI has taken measures to protect the trade secrets and
the  confidentiality of the proprietary  information and know-how comprising the
Champps System;  all material or other information now or hereafter  provided or
disclosed to Vlahos  regarding  the Champps  System is disclosed in  confidence;
Vlahos has no right to disclose any part of the Champps  System to anyone who is
not an employee, agent, consultant or counsel of Vlahos; Vlahos will disclose to
his  employees,  agents,  consultants or counsel only those parts of the Champps
System that an employee,  agent,  consultant  or counsel  needs to know;  and if
requested  by CEI,  Vlahos  shall  obtain from those of his  employees,  agents,
consultants  or counsel  designated by CEI an executed  Confidential  Disclosure
Agreement in the form reasonably  prescribed by CEI. Vlahos further acknowledges
that he will not,  other than as a Champps  franchisee,  acquire any interest in
the Champps  System and that the use or duplication of the Champps System or any
part of the Champps  System in any other  business  would  constitute  an unfair
method of competition.

         Vlahos  shall  not   communicate  or  disclose  any  trade  secrets  or
confidential or proprietary information or know-how of the Champps System to any
unauthorized  person, or do or perform,  directly or indirectly,  any other acts
injurious or prejudicial to the Proprietary Marks (as defined in the Development
Agreement) or the Champps System. Any and all information,  knowledge,  know-how
and techniques,  including all drawings, materials,  equipment,  specifications,
recipes,  techniques and other data that CEI designates as confidential shall be
deemed confidential for purposes of this Agreement.  Provided however, that none
of the  preceding  or  foregoing  provisions  shall  apply  to any  information,
documents  or  know-how  which  is then  generally  known  to the  public  or is
disclosed in accordance with an order of a court of competent jurisdiction or in
a manner otherwise required by law.

         If Vlahos develops any new concepts, processes or improvements relating
to the Champps franchised  restaurant(s) and the Champps System, Vlahos promptly
shall notify CEI and provide CEI with all information regarding the new concept,
process or improvement,  all of which shall become the property of CEI and which
may be incorporated into the Champps System without any payment to Vlahos.

<PAGE>

                  (b)  Vlahos  acknowledges  that he has had and will  under the
various agreements contemplated hereby continue to have access to valuable trade
secrets,  specialized  training and confidential  information from CEI regarding
the  development,   operation,  purchasing,  sales  and  marketing  methods  and
techniques  of  CEI  and  the  Champps  System;   the  Champps  System  and  the
opportunities,  associations  and experience  established and acquired by Vlahos
under  this  Agreement  and the  other  agreements  contemplated  hereby  are of
substantial and material  value; in developing the Champps System,  CEI has made
and continues to make substantial  investments of time, technical and commercial
research and money; CEI would be unable adequately to protect the Champps System
and its trade  secrets and  confidential  and  proprietary  information  against
unauthorized  use or  disclosure  and would be unable  adequately to encourage a
free exchange of ideas and information among Champps  Restaurants if franchisees
or developers  were permitted to hold interests in competitive  businesses;  and
restrictions  on Vlahos' right to hold  interests  in, or perform  services for,
competitive businesses will not hinder his activities.

         Accordingly,  Vlahos  covenants and agrees that during the  Development
Term (as  defined  in the  Development  Agreement),  and for a period of 2 years
following  its  expiration  or earlier  termination,  Vlahos  shall not,  either
directly or indirectly, for himself, or through, on behalf of, or in conjunction
with, any person, firm, partnership, corporation, or other entity:

                           (i)  divert or  attempt  to divert  any  business  or
customer,  or potential  business or customer,  of any Champps Restaurant to any
competitor, by direct or indirect inducement or otherwise;

                           (ii)  knowingly  employ or seek to employ  any person
then  employed  by CEI or any  franchisee  of  CEI as a  manager,  or  otherwise
directly or indirectly induce such person to leave his or her employment without
CEI's prior written consent; or

                           (iii) own,  maintain,  operate,  engage  in,  advise,
help, make loans to, or have any interest in, either directly or indirectly, any
restaurant  business:  (A) that is the same as, or  substantially  similar to, a
Champps Restaurant or a Fuddruckers restaurant; or (B) whose method of operation
or trade  dress is  similar to that  employed  in the  Champps  System or in the
operation of Fuddruckers restaurants. The "Champps" or "Champps Americana" trade
dress includes, without limitation, the use of several of the following elements
in the design and operation of the  restaurant:  extensive  use of  televisions,
patio with fireplace,  open kitchen,  dining on multiple levels,  disc jockey at
restaurant.  While it is understood that the use of some of these items are used
in "casual dining"  restaurants (i.e.  Houston's,  Bandera,  P.F.  Chang's,  TGI
Friday's,  Houlihan's,  Landry's Seafood,  Applebee's,  Capitol Grille, Macaroni
Grill,  Cheesecake  Factory,  Z-Tejas,  Palomino,  Rock Bottom,  J. Alexander's,
etc.),  the way in which  several  of these  items  are used in  combination  by
Champps  constitutes its distinctive  trade dress. This covenant is not intended
to cover all "casual dining" or sports-themed  concepts.  During the Development
Term,  there is no geographical  limitation on this  restriction.  Following the
expiration or earlier  termination of the  Development  Term,  this  restriction
shall apply within twenty (20) miles of any then-existing  Champps Restaurant or
Fuddruckers  restaurant,  except as otherwise  approved in writing by CEI.  This
restriction  shall not apply to the Minnetonka  and Eden Prairie  Restaurants or
any  restaurant  or  foodservice  operations  contemplated  by  the  Development
Agreement.


<PAGE>

         The  Company  and  CEI  acknowledge  and  agree  that,  notwithstanding
anything  to the  contrary  herein,  Vlahos  may  be  engaged  in and is  hereby
permitted to engage in the ownership  operation and management of new restaurant
businesses  including  but  not  limited  to  "casual  dining,"  formal  dining,
sports-themed and fast food restaurants,  some of which may have elements of the
trade dress of the Champps system (other than the extensive use of televisions),
provided  that those  restaurants  are not  substantially  similar to Champps or
Fuddruckers restaurants.

         If any part of these  restrictions  is found to be unreasonable in time
or  distance,  each month of time or mile of  distance  may be deemed a separate
unit so that the time or  distance  may be reduced by  appropriate  order of the
court  to  that   deemed   reasonable.   If  CEI  files  suit  to  enforce   the
post-termination  portion of these  restrictions,  the 2-year period shall begin
running upon the entry of a final, non-appealable judgment.

         (c) CEI shall have the  right,  in its sole  discretion,  to reduce the
scope of any  covenant in this  Section 6  effective  immediately  upon  Vlahos'
receipt of written notice, and Vlahos agrees that he shall comply forthwith with
any covenant as so  modified,  which shall be fully  enforceable  so long as any
such  reduction  does not add  additional  burden,  limitation or restriction on
Vlahos.

         (d) The  restrictions  contained  in this  Section 6 shall not apply to
ownership of less than a 5% legal or beneficial  ownership in outstanding equity
securities  of any publicly  held  corporation  by Vlahos.  The existence of any
claim Vlahos may have  against CEI or the  Company,  whether or not arising from
this Agreement, shall not constitute a defense to the enforcement by the Company
and CEI of the covenants in this Section 6.

         (e)  Vlahos   acknowledges   that  any   failure  to  comply  with  the
requirements  of this  Section  6 will  cause  CEI and the  Company  irreparable
injury, and Vlahos hereby  accordingly  consents to the entry of an order by any
court  of  competent  jurisdiction  for  specific  performance  of,  or  for  an
injunction against violation of, the requirements of this Section 6. The Company
and CEI may further avail  themselves of any other legal or equitable rights and
remedies that in may have under this Agreement or otherwise.

         7. Non-Interference with Business of the Company and CEI. Vlahos hereby
agrees that he will not,  without the express  written  consent of the  Company,
directly or  indirectly,  knowingly (a) hire or attempt to hire for or on behalf
of himself  or any other  person or  business  organization  (whether  as owner,
part-owner,  shareholder,  partner, director, officer, trustee, employee, agent,
or  consultant,  or in any other  capacity) any officer or other employee of the
Company,  CEI  or  any of  their  respective  subsidiaries  or  affiliates,  (b)
encourage  for or on behalf of  himself  or any such  other  person or  business
organization  any  such  officer  or  other  employee  to  terminate  his or her
relationship  or  employment  with the Company,  CEI or any of their  respective
subsidiaries  or  affiliates  or (c)  solicit for or on behalf of himself or any
such other person or business organization any supplier,  licensee,  franchisee,
lender,  or other person with whom the Company,  CEI or any of their  respective
subsidiaries or affiliates has a business  relationship to modify,  terminate or
otherwise  modify his, her or its relationship  with the Company,  CEI or any of
their respective subsidiaries or affiliates.

<PAGE>

         8. Sale of Restaurants

         In the event that Vlahos or any entity  that owns or  operates  Champps
Americana restaurants, which entity must in any event be owned and controlled by
Vlahos (an  "Obligated  Party"),  wishes to dispose of or  receives  an offer to
purchase,  directly or indirectly,  one or more Champps Americana restaurants so
owned or operated  (which shall be deemed to include a sale of equity  interests
in any such entity,  a merger,  consolidation or other change of control of such
entity,  as well as a sale of assets),  Vlahos shall or shall cause the relevant
Obligated  Party to give  notice  thereof  to the  Company  and CEI.  No Champps
Americana restaurant can be sold or otherwise transferred by any Obligated Party
to any purchaser  that, in the reasonable  judgment of the Company and CEI, does
not meet CEI's applicable  franchisee standards in effect as of the date of such
proposed  sale. As a condition of precedent of such sale,  the  purchaser  shall
enter into the then standard form of franchise agreement used by CEI for Champps
Americana  franchisees,   except  that  the  royalty  rate  applicable  to  such
restaurant  shall be the  lesser  of 1.75% or the then  applicable  rate for new
Champps franchisees,  and such other customary instruments as CEI may reasonably
request  consistent  with its  franchising  program  at the time.  Failure by an
Obligated Party to comply with the provisions of this Section 8 shall constitute
a breach of the  applicable  franchise  agreement  and  result in a  termination
thereof.  Notwithstanding  the  foregoing  provisions  of this  Section 8 or the
Development Agreement or Franchise  Agreements,  the Company and CEI acknowledge
that  Vlahos may  incorporate  one or more  corporations  to operate the Champps
Restaurants,  and that Vlahos contemplates  transferring up to 50% of the equity
interests in such  corporations to one or more third parties and the Company and
CEI hereby  consent to such  transfers  provided that Vlahos (i) continues to be
the beneficial and actual owner of at least 50% of the equity  interests in each
such  corporation  and  (ii)  retains  at all  times  control  of and  operating
responsibility with respect to the each such restaurant (it being understood and
agreed that the failure of Vlahos to satisfy any of the  conditions set forth in
the foregoing  clauses (i) and (ii) shall  constitute a "sale" of the applicable
restaurant for purposes of Section 8 hereof).

         9. Litigation Cooperation

         Vlahos  agrees  to  cooperate  fully  with the  Company  and CEI in the
defense or  prosecution of any claims or actions which already have been brought
or which may be brought in the future  against or on behalf of the  Company  and
CEI which  relate  to  events or  occurrences  that  transpired  during  Vlahos'
employment by the Company,  CEI or any of their predecessors which may transpire
during  Vlahos'  future  relationship  with the  Company  or CEI.  Vlahos'  full
cooperation in connection with such claims or actions shall include,  but not be
limited to, being  available  to meet with  counsel to prepare for  discovery or
trial  and to  act as a  witness  when  requested  by  the  Company  and  CEI at
reasonable  times  designated  by the  Company and CEI.  The  Company  agrees to
reimburse  Vlahos  for  any  reasonable   out-of-pocket   expenses  incurred  in
connection with such cooperation, subject to reasonable documentation.


<PAGE>

         10. Venturino v. DAKA International, Inc

         Vlahos hereby  releases and  discharges the Company and CEI of and from
any and all causes of action, claims, suits, charges,  debts, liens,  contracts,
agreements,  covenants and demands whatsoever,  in law or equity,  which were or
could have been  asserted  by  Vlahos,  his  heirs,  executors,  administrators,
successors and assigns in the pending litigation  captioned  Venturino et al. v.
DAKA International, Inc. and William H. Baumhauer, Civil Action No. 96-12109-GAO
(United  States  Court  for  the  District  of  Massachusetts)  (the  "Venturino
Action").  Vlahos  hereby  further  agrees that he will not  participate  in any
manner  in the  Venturino  Action  as a  plaintiff  or,  in the event a class of
plaintiffs is certified by the United States District Court (D. Mass.) or by any
other court of competent  jurisdiction,  as a member of that certified  class of
plaintiffs.

         11. General Releases

         As  part of the  consideration  for  reaching  this  Agreement,  Vlahos
unconditionally and irrevocably releases and discharges the Company and CEI (and
their directors,  officers, employees, agents, successors,  assigns, affiliates,
stockholders,   predecessors  and  successors)   (collectively,   the  "Released
Parties") from any and all charges,  complaints,  claims, promises,  agreements,
causes of action, damages, and debts of any nature whatsoever,  known or unknown
("Claims")  which  Vlahos now has or could claim to have  against  Unique.  This
general  release of Claims  includes,  without  implication of  limitation,  all
Claims related to Vlahos'  service as a Director and employee of the Company and
CEI, Vlahos'  activities on behalf of the Company,  CEI and their affiliates and
their  respective  predecessors  and the resignation of Vlahos as a Director and
employee of the Company and CEI,  including,  without implication of limitation,
any  Claims  of  intentional  or  negligent  misrepresentation,  any  Claims  of
discrimination  under  the  common  law  or  any  statute  (including,   without
implication of limitation, Title VII of the Civil Rights Act of 1964 and the Age
Discrimination  in Employment Act).  Vlahos also waives any Claim for attorneys'
fees or costs.  Without  limiting the foregoing,  Vlahos agrees that Vlahos will
not  bring  any  lawsuits  or  charges   against  the  Company,   CEI  or  their
representatives  or any of them  concerning  Vlahos'  service as a Director  and
employee,  Vlahos' resignation or any other events that have occurred or matters
that have arisen at any time up to the present.

         As part of the consideration  for reaching this Agreement,  the Company
and CEI  unconditionally  and irrevocably  release and discharge Vlahos from any
and all  Claims  which  they  now have or could  claim to have  against  Vlahos,
including all Claims arising out of that certain $100,000 advance paid by CEI to
Vlahos and that certain  $39,000 loan by CEI to Vlahos.  This general release of
Claims  includes,  without  implication  of  limitation,  all Claims  related to
Vlahos'  service as a Director  and  employee of the  Company  and CEI,  Vlahos'
activities  on  behalf  of the  Company,  CEI and  their  affiliates  and  their
respective predecessors and the resignation of Vlahos as a Director and employee
of the Company and CEI. The Company and CEI also waive any Claim for  attorneys'
fees or costs.  Notwithstanding  the foregoing,  the Company's and CEI's release
and  discharge  of Claims  does not  include  any  Claims  based on  intentional
tortious  conduct,  intentional  breach  of any  fiduciary  duty  or  any  other
intentional misconduct (collectively, "Intentional Misconduct Claims") except to
the  extent  that an  Intentional  Misconduct  Claim is  currently  known to the
Company and CEI. For purposes of this Section 10, a Claim shall be considered to
be known to the  Company  and CEI if and only if one of the  Company's  or CEI's
officers  knows of or has reason to believe facts that would give the Company or
CEI a basis for initiating legal proceedings against Vlahos.
<PAGE>

         Without limiting the foregoing and subject to the exception  applicable
to  Intentional  Misconduct  Claims not known to the Company or CEI, the Company
and CEI agree that they will not bring any  lawsuits or charges  against  Vlahos
based on any Claims concerning  Vlahos' service as a Director or employee of the
Company or CEI,  Vlahos'  resignation  or any other events that have occurred or
matters that have arisen at any time up to the present,  including  the $100,000
advance paid by CEI to Vlahos and the $39,000 loan by CEI to Vlahos.

         12. Entire Agreement

         Except  as  set  forth  herein,   this  Agreement  and  the  agreements
comtemplated  hereby  constitute  the entire  agreement  between  Vlahos and the
Company and CEI and all previous agreements,  arrangements,  or promises between
Vlahos and the  Company  and CEI are  superseded,  null and void.  If and to the
extent that the provisions hereof or of any agreement or instrument contemplated
hereby  conflict with or may be construed to constitute a breach of that certain
Agreement  and Plan of  Merger  among  CEI,  DAKA  International,  Inc.  and CEI
Acquisition  Corp.  dated as of October 10, 1995 or any  agreement or instrument
contemplated thereby or executed in connection therewith, the provisions of this
Agreement or the applicable  agreement or instrument  contemplated  hereby shall
prevail so as to eliminate such potential conflict or breach.

         13. Confidentiality.

                  (a)  In  the  course  of  performing  services  hereunder  and
otherwise,  Vlahos has had access to confidential plans, reports, records, data,
customer lists, trade secrets and similar confidential information owned or used
in the course of business by the Company, CEI, their predecessors,  subsidiaries
and affiliates (the "Confidential  Information").  Vlahos agrees (i) to hold the
Confidential  Information  in  strict  confidence,  (ii)  not  to  disclose  the
Confidential  Information  to any  person,  and  (iii) not to use,  directly  or
indirectly,   any  of  the  Confidential  Information  for  any  competitive  or
commercial  purpose  other than as  permitted  by the  Development  and  License
Agreement;  provided,  however,  that the  limitations set forth above shall not
apply  to any  Confidential  Information  which is then  generally  known to the
public  or is  disclosed  in  accordance  with an order of a court of  competent
jurisdiction or applicable  law. Vlahos hereby agrees that all documents,  data,
memoranda,  customer  lists,  notes,  programs and other  papers and items,  and
reproductions thereof relating to the foregoing matters in Vlahos' possession or
control, shall be returned to the Company or CEI and remain in their possession.
The term "person" as used in this letter agreement shall be interpreted  broadly
to include the media and any  corporation,  partnership,  group,  individual  or
other entity.
<PAGE>

                  (b) In the event that Vlahos is requested or required (by oral
questions,  interrogatories,  requests  for  information  or  documents in legal
proceedings,  subpoena,  civil investigative demand or other similar process) to
disclose any of the Confidential  Information,  Vlahos shall provide the Company
with  prompt  written  notice of any such  request  or  requirement  so that the
Company  may  seek a  protective  order  or other  appropriate  remedy  or waive
compliance with the provisions of this  Agreement.  If the Company or CEI waives
compliance  with the  provisions  of this  Agreement  with respect to a specific
request  or  requirement,  Vlahos  shall  disclose  only  that  portion  of  the
Confidential  Information  that is covered by such waiver and which is necessary
to  disclose  in order to comply with such  request or  requirement.  If, in the
absence of a  protective  order or other  remedy or a waiver by the  Company and
CEI,  Vlahos is  nonetheless,  in the opinion of counsel,  legally  compelled to
disclose  Confidential  Information  to any  tribunal  or else stand  liable for
contempt or suffer  other  censure or penalty,  Vlahos  may,  without  liability
hereunder,  disclose  to such  tribunal  only that  portion of the  Confidential
Information  which  such  counsel  advises  Vlahos  is  legally  required  to be
disclosed.  Notwithstanding  the foregoing,  in the event that Vlahos  discloses
Confidential  Information  under  the  terms of this  subsection,  Vlahos  shall
exercise his best efforts to preserve the  confidentiality  of the  Confidential
Information,  including, without limitation, by cooperating with the Company and
CEI to obtain an appropriate  protective order or other reliable  assurance that
confidential treatment will be accorded the Confidential Information.

         14. Specific Performance; Severability.

                  (a) It is  specifically  understood and agreed that any breach
of the  provisions  of this  Agreement  by  either  party is likely to result in
irreparable injury to the other party and its affiliates, that the remedy at law
alone will be an inadequate  remedy for such breach and that, in addition to any
other  remedy it may have,  such other  party  shall be  entitled to enforce the
specific  performance of this Agreement by the breaching  party and to seek both
temporary  and  permanent  injunctive  relief (to the extent  permitted by law),
without the necessity of proving  actual  damages.  Such  remedies  shall not be
deemed  to be the  exclusive  remedies  for a  breach  by  such  party  of  this
Agreement,  but shall be in addition to all other  remedies  available at law or
equity  to the  other  party.  In the  event  of  litigation  relating  to  this
Agreement,  if a court  of  competent  jurisdiction  determines  that one of the
parties has breached this  Agreement,  such party shall be liable for and pay to
the other  party on demand the legal fees and  expenses  incurred  by such other
party in connection with such litigation, including any appeal therefrom.

                  (b) In case any of the provisions  contained in this Agreement
shall for any  reason be held to be  invalid,  illegal or  unenforceable  in any
respect,  any such invalidity,  illegality or unenforceability  shall not affect
any other provision of this Agreement,  but this Agreement shall be construed as
if such invalid, illegal or unenforceable provision had been limited or modified
(consistent  with its general intent) to the extent  necessary to make it valid,
legal and enforceable, or if it shall not be possible to so limit or modify such
invalid,  illegal  or  unenforceable  provision  or  part of a  provision,  this
Agreement  shall be  construed  as if such  invalid,  illegal  or  unenforceable
provision or part of a provision had never been contained in this Agreement.
<PAGE>

         15.  Standstill.  Vlahos  agrees that,  for a period of three (3) years
from the  Effective  date,  unless  specifically  requested  by the  Company  in
writing, neither Vlahos nor any of his affiliates (as such term is defined under
the Securities Exchange Act of 1934, as amended (the "1934 Act")) or agents will
in any manner,  directly  or  indirectly,  (a) effect or seek,  offer or propose
(whether  publicly or otherwise) to effect, or cause or participate in or in any
way  assist  any  other  person to effect  or seek,  offer or  propose  (whether
publicly  or  otherwise)  to  effect,  or  cause  or  participate  in,  (i)  any
acquisition of any securities (or beneficial ownership thereof) or assets of the
Company; (ii) any tender or exchange offer, merger or other business combination
involving the Company; (iii) any recapitalization,  restructuring,  liquidation,
dissolution or other  extraordinary  transaction with respect to the Company; or
(iv) any  "solicitation" of "proxies" (as such terms are used in the proxy rules
of the Securities and Exchange  Commission) to vote any voting securities of the
Company;  (b) form,  join or in any way  participate in a "group" (as defined in
the 1934 Act) or otherwise  act,  alone or in concert  with  others,  to seek to
control or  influence  the  management,  Board of  Directors  or policies of the
Company;  (c) take any action  which  might  force the  Company to make a public
announcement  regarding any of the types of matters set forth in subsection  (a)
above; or (d) enter into any  discussions or  arrangements  with any third party
with respect to any of the foregoing.  Vlahos also agrees during such period not
to  request  that the  Company,  directly  or  indirectly,  amend  or waive  any
provision of this subsection (including this sentence). The provisions of clause
(a)(i) of this Section 16 shall not prohibit Vlahos from acquiring securities of
the  Company  for  investment  purposes  only,  provided  that  Vlahos  shall be
prohibited from purchasing  securities of the Company if, immediately  following
such purchase, Vlahos would own, directly or indirectly,  more than five percent
(5%) of such class of securities.

         16.   Choice   of   Law/Consent   to   Jurisdiction.    The   validity,
interpretation,  performance and enforcement of this Agreement shall be governed
by the laws of the State of Minnesota. All parties hereto hereby irrevocably and
unconditionally  consent  to the  jurisdiction  of the  courts  of the  State of
Minnesota  and the United States  District  Court for the State of Minnesota for
any action,  suit or proceeding  arising out of or relating to this Agreement or
the transactions contemplated hereby, and agree not to commence any action, suit
or proceeding  related thereto except in such courts. All parties hereto further
hereby  irrevocably  and  unconditionally  waive any  objection to the laying of
venue of any  action,  suit or  proceeding  arising  out of or  relating to this
Agreement in the courts of the State of Minnesota and the United States District
Court  for  the  State  of  Minnesota,   and  hereby  further   irrevocably  and
unconditionally waive and agree not to plead or claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in an
inconvenient  forum.  All  parties  hereto  further  agree  that  service of any
process, summons, notice or document by U.S. registered mail to their respective
addresses  shall  be  effective  service  of  process  for any  action,  suit or
proceeding brought against them in any such court.
<PAGE>

         17. Review of Agreement

         Vlahos  acknowledges  that  Vlahos has been given the  opportunity,  if
Vlahos so desired,  to consider this Agreement for  twenty-one  (21) days before
executing  it. If not signed by Vlahos and  returned  to the Company so that the
Company  receives  it within  twenty-one  (21) days of  Vlahos'  receipt  of the
Agreement,  this Agreement will not be valid.  In the event that Vlahos executes
and returns this Agreement  within less than twenty-one (21) days of the date of
its  delivery to Vlahos,  Vlahos  acknowledges  that such  decision was entirely
voluntary and that Vlahos had the opportunity to consider this letter  agreement
for the entire twenty-one (21) day period.  The Company  acknowledges that for a
period  of seven  (7) days  from the date of the  execution  of this  Agreement,
Vlahos  shall retain the right to revoke this  Agreement by written  notice that
the  Company  receives  at or  before  the end of such  period,  and  that  this
Agreement shall not become effective or enforceable until the expiration of such
revocation period.

         By signing this Agreement,  Vlahos acknowledges that Vlahos is doing so
voluntarily.  Vlahos  also  acknowledges  that  Vlahos  is  not  relying  on any
representations  by the Company or CEI  concerning  the meaning of any aspect of
this  Agreement.  Vlahos also  acknowledges  that Vlahos has been advised by the
Company to obtain the advice of an attorney concerning this Agreement.

         18. Interpretation and Amendment

         In the event of any  dispute,  this  Agreement  will be  construed as a
whole, will be interpreted in accordance with its fair meaning,  and will not be
construed  strictly for or against either Vlahos or the Company and CEI. The law
of  Minnesota  will  govern any  dispute  about this  Agreement,  including  any
interpretation or enforcement of this Agreement.  This Agreement may be modified
by a written agreement signed by Vlahos and an authorized  representative of the
Company and CEI.

         19. Nondisparagement, Cooperation and Communications

                  (a) Vlahos agrees to avoid making,  uttering,  circulating  or
otherwise  disseminating  any  facts,  comments  or  opinions  (i)  which  might
reasonably  be  construed as  disparaging  to the Company or CEI, any members of
their  management,  any members of their  Boards of  Directors,  or any of their
employees or agents,  (ii) which might  reasonably  be construed as  disparaging
with respect to any of the Company's or CEI's business practices,  strategies or
performance  or (iii) which  disrupts or impairs the  Company's  or CEI's normal
operations or harms their reputation, including actions or statements that would
result in the filing of any claims,  lawsuits,  or charges  against the Company,
CEI or any of their  affiliates.  Additionally,  Vlahos  agrees not to cooperate
with any person or party who brings,  or threatens to bring,  or has brought any
action  against the  Company,  CEI or any of their  affiliates  and will furnish
information to such adverse  person or party only to the extent  required by law
or by duly issued  legal  process.  Vlahos  agrees that from the date of Vlahos'
receipt of this Agreement,  Vlahos will cooperate fully with the Company and CEI
in   arranging   for  an  orderly  and   professional   transition   of  Vlahos'
responsibilities.


<PAGE>

                  (b) The  Company  and CEI  agree  to avoid  making,  uttering,
circulating or otherwise disseminating any facts, comments or opinions (i) which
might  reasonably be construed as  disparaging to Vlahos or any of his employees
or agents,  (ii) which might reasonably be construed as disparaging with respect
to any of Vlahos' business  practices,  strategies or performance or (iii) which
disrupts  or impairs  the normal  operations  of Vlahos'  business  or harms its
reputation,  including  actions or statements that would result in the filing of
any  claims,  lawsuits,  or  charges  against  Vlahos or any of his  affiliates.
Additionally,  the  Company  and CEI agree not to  cooperate  with any person or
party who brings,  or  threatens  to bring,  or has  brought any action  against
Vlahos or any of his  affiliates  and will furnish  information  to such adverse
person or party  only to the  extent  required  by law or by duly  issued  legal
process.

                  (c) Vlahos shall promptly deliver to the Company a resignation
letter in the form of Exhibit D. Any statement that Vlahos makes  concerning the
reason for  termination  of Vlahos'  employment  or service as a Director of the
Company shall be consistent with Exhibit E.

                  (d) This Section 19 shall not be  considered to be violated by
any statements made (i) in testimony in legal proceedings; or (ii) to the extent
reasonably  necessary in the course of  prosecution or defense of a legal action
arising from an alleged breach of this Agreement.

         20. Waiver

         No waiver of any  provision  hereof shall be  effective  unless made in
writing and signed by the waiving party.  The failure of either party to require
the  performance of any term or obligation of this  Agreement,  or the waiver by
either party of any breach of this  Agreement,  shall not prevent any subsequent
enforcement  of such term or obligation or be deemed a waiver of any  subsequent
breach.

         21. Notices

         Any notices,  requests,  demands, and other communications provided for
by this  Agreement  shall be sufficient if in writing and delivered in person or
sent by registered or certified  mail,  postage  prepaid,  to Vlahos at the last
address  Vlahos has filed in  writing  with the  Company  or, in the case of the
Company or CEI, at their main offices, attention of the General Counsel.

<PAGE>

         22. Successors: Binding Agreement.

         The  Company  and CEI will  require any  successor  (whether  direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the business or assets of the Company or CEI  expressly to
assume and agree to perform  this  Agreement to the same extent that the Company
or CEI would be required to perform it if no such  succession  had taken  place.
This  Agreement  may not be  assigned  by Vlahos and shall be binding on Vlahos'
heirs, executors and administrators.

                                  [end of text]


<PAGE>


         IN  WITNESS  WHEREOF,  this  Agreement  has been  executed  as a sealed
instrument by the Company and CEI, by their duly authorized officer, and by Dean
P. Vlahos, as of the date first above written.

                            UNIQUE CASUAL RESTAURANTS, INC.


                            By: _________________________________
                                     Name:
                                     Title:


                            CHAMPPS ENTERTAINMENT, INC.


                            By: _________________________________
                                     Name:
                                     Title:



                            -------------------------------------
                            Dean P. Vlahos







<PAGE>


                                    EXHIBIT A

                 MINNETONKA RESTAURANT ASSET PURCHASE AGREEMENT






<PAGE>


                                    EXHIBIT B

             FORM OF MINNETONKA AND EDEN PRAIRIE FRANCHISE AGREEMENT




<PAGE>


                                    EXHIBIT C

                    CHAMPPS RESTAURANT DEVELOPMENT AGREEMENT





<PAGE>


                                    EXHIBIT D

                              LETTER OF RESIGNATION




<PAGE>


                                    EXHIBIT E

                                  PRESS RELEASE