Exhibit 10.19




                            STOCK PURCHASE AGREEMENT


         This STOCK PURCHASE AGREEMENT (this "Agreement"),  dated as of July 31,
1998,  is made by and between KING CANNON,  INC. (the  "Purchaser"),  a Delaware
corporation with its principal place of business at 575 Lexington Avenue,  Suite
410, New York, NY 10022 and UNIQUE CASUAL  RESTAURANTS,  INC. (the "Seller"),  a
Delaware  corporation with its principal place of business at 55 Ferncroft Road,
Danvers, MA 01923, and joined in to the extent set forth in the Joinder below by
CHAMPPS  ENTERTAINMENT,  INC.  ("Champps"),  a  Minnesota  corporation  with its
principal place of business at 55 Ferncroft Road, Danvers, MA 01923.


                              W I T N E S S E T H:

         WHEREAS,  the Seller is the owner of all of the issued and  outstanding
shares (the "Shares") of the capital stock of Fuddruckers, Inc. (the "Company"),
a Texas corporation;

         WHEREAS,  the Company (a) owns all of the issued and outstanding shares
of the capital  stock of each of R. Wes,  Inc.  ("RWes"),  a Texas  corporation,
Fuddruckers Europe, Inc. ("Fudds Europe"), a Texas corporation, and 8725 Metcalf
II, Inc.  ("Metcalf"),  a Kansas  corporation,  (b) controls all  operations and
assets  of  Fuddrucker  Club,  Inc.  ("Fudds  Club"),  a Texas  not  for  profit
membership  organization,  (c) owns  244,000  common  shares of the  issued  and
outstanding  capital  stock of  Fuddruckers - EMA,  E.C.  ("EMA"),  a Bahrainian
corporation  which is not controlled by or otherwise  affiliated with the Seller
or the  Company,  and (d)  owns of  record  4,999,998  common  shares,  and owns
beneficially  in the  aggregate  5,000,000  common  shares,  of the  issued  and
outstanding  capital stock of Atlantic  Restaurant  Ventures,  Inc. ("ARVI"),  a
Virginia corporation, which owns all of the issued and outstanding shares of the
capital  stock  of  A.R.I.V.   -Rockville,   Inc.   ("Rockville"),   a  Maryland
corporation,  and owns of records 80 common shares, and owns beneficially in the
aggregate all, of the issued and outstanding shares of the capital stock of ARVI
of Pikesville, Inc. ("Pikesville"),  a Maryland corporation (RWes, Fudds Europe,
Metcalf,  Fudds Club, ARVI, Rockville and Pikesville are hereinafter referred to
collectively as the  "Subsidiaries"  and  individually  as a  "Subsidiary",  and
together  with  the  Company,  collectively  as  the  "Acquired  Companies"  and
individually as an "Acquired Company");

         WHEREAS,  the Company and the Subsidiaries are engaged in the operation
and  franchise  of a  chain  of  restaurants  operating  under  the  trade  name
"Fuddruckers"  in the United  States and Canada and EMA,  pursuant to  exclusive
rights granted to EMA by the Company under the EMA  Agreements  (as  hereinafter
defined),  is engaged in the operation  and franchise of a chain of  restaurants
operating  under the name  "Fuddruckers"  in Europe,  the Middle East and Africa
(the foregoing  operations and  activities are referred to  collectively  as the
"Business"), it being agreed and acknowledged by the Purchaser that with respect
to all  geographies  where EMA has  exclusive  rights to  currently  operate and
franchise  "Fuddruckers"  restaurants,  the Company  has no rights to  currently
operate or franchise any such restaurants but holds such residual, contingent or
other  reversionary  rights  as  set  forth  in the  EMA  Agreements  and  under
applicable Law;

         WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser
desires to purchase from the Seller, all of the Shares for the consideration and
on the terms set forth in this Agreement;

         WHEREAS,  the  proceeds  of  the  transactions   contemplated  by  this
Agreement  will  directly  benefit the  business,  operations  and  prospects of
Champps; and

         WHEREAS,  Champps  desires to induce the  Purchaser  to enter into this
Agreement,  and Champps has agreed to become jointly and severally  liable, as a
primary obligor and along with the Seller, for certain covenants and obligations
under this Agreement, as hereinafter set forth;

         NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter
set forth,  and for other  good and  valuable  consideration,  the  receipt  and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                        Purchase and Sale; Defined Terms

         Section 1.1 Sale of Shares. Subject to the terms and conditions of this
Agreement,  at the Closing, the Seller will sell, transfer,  convey,  assign and
set over  ("Transfer")  to the  Purchaser,  and the Purchaser  will purchase and
acquire from the Seller, all of the Seller's right, title and interest in and to
the Shares.

         Section 1.2 Transferred Seller Assets. Prior to the Closing, the Seller
will  Transfer,  to one or more of the  Acquired  Companies,  all of the  Seller
Assets  except  that (a) in the  case of  Seller  Assets  which  are  furniture,
fixtures and equipment  used in the overhead  operations  of the Business,  only
those of such Seller  Assets listed on Schedule  1.2(A) will be so  Transferred,
and (b) with respect to rights under Seller  Assets which are  Commitments  with
third parties,  only those of such Commitments listed on Schedule 1.2(B) will be
so Transferred.

         Section 1.3       Certain Definitions and Interpretive Matters.

         A.  Certain  Definitions.  As used in this  Agreement,  (i)  unless the
context otherwise  requires,  each accounting term not otherwise defined in this
Agreement  has the meaning  assigned  to it in  accordance  with  United  States
generally accepted accounting  principles as consistently  applied by the Seller
in accordance  with its procedures and practices used in the  preparation of the
June 1997 Audited  Financials (as hereinafter  defined)  ("GAAP"),  (ii) "or" is
disjunctive but not necessarily  exclusive,  (iii)  "including" means "including
without  limitation",  (iv) the term  "Affiliate"  has the meaning given to that
term in Rule 12b-2 of Regulation 12B under the Securities  Exchange Act of 1934,
as amended,  (v) the term "Person"  means any  individual,  corporation,  trust,
partnership,   limited  liability  company,  unincorporated  association,  joint
venture, Governmental Entity or other entity of any kind, (vi) all references to
"$" or dollar amounts mean lawful currency of the United States of America,  and
(vii) the term "Laws" shall mean any foreign or domestic, federal, state, county
or local statute, law, ordinance, rule, regulation, order, judgment or ruling.

         B.  Interpretive  Matters.  No  provision  of  this  Agreement  will be
interpreted in favor of, or against,  any of the parties hereto by reason of the
extent to which  any such  party or its  counsel  participated  in the  drafting
thereof or by reason of the extent to which any such  provision is  inconsistent
with any prior draft hereof or thereof.

         C. Specific Defined Terms.  The following  defined terms are defined in
the respective Sections of this Agreement as set forth below:

  Defined Term                                        Section Defined In
  ------------                                        ------------------

  "AAA"                                                2.3(A)
  "Acquired Company(ies)"                              Preamble
  "Affiliate"                                          1.3(A)
  "Agreement"                                          Intro. Paragraph
  "Andover Restaurant"                                 4.1(D)(iii)
  "Applicable Affiliate"                               4.1(P)
  "Arbitrator"                                         13.15
  "Arrangements"                                       4.1(M)(ii)
  "ARVI"                                               Preamble
  "Assets"                                             4.2
  "Audited Balance Sheet"                              4.1(D)(i)
  "Benefit Arrangements"                               4.1(M)(ii)
  "Benefit Plans"                                      4.1(M)(ii)
  "Boston Restaurant"                                  4.1(D)(iii)
  "Business"                                           Preamble
  "Business Commitments"                               4.1(G)(i)
  "Business Licenses"                                  4.1(G)(iii)
  "Cash Payment Adjustment"                            6.17
  "Champps"                                            Intro. Paragraph
  "Closed Required Restaurant"                         6.18(A)
  "Closed Store Adjustment"                            6.18(A)
  "Closing"                                            3.1
  "Closing Date"                                       3.1
  "Closing Date Receivable Adjustment"                 2.2(C)
  "Closing Statement"                                  2.2(A)(i)
  "Code"                                               3.2(A)(14)
  "Commitments"                                        4.2
  "Company"                                            Preamble
  "Company Employees"                                  4.1(M)(i)
  "Compass PLC"                                        Schedule 6.6(A)(iii)
  "Competing Transaction"                              6.7(A)
  "Current Assets"                                     2.2(D)
  "Current Liabilities"                                2.2(D)
  "Current Locations"                                  4.1(H)(i)
  "Current Receivables"                                4.2
  "DAKA"                                               Schedule 6.6(A)(iii)
  "Declining Seller Employee"                          13.16(B)
  "disclosure documents"                               4.1(V)(iv)
  "Disclosure Schedule"                                4.2
  "EBITDA"                                             4.2
  "EBITDA Adjustment"                                  2.2(D)
  "EMA Agreements"                                     4.1(X)
  "Environment"                                        4.1(L)(iv)
  "Environmental Condition"                            4.1(L)(iv)
  "Environmental Cost Estimate"                        8.6(C)
  "Environmental Laws"                                 4.1(L)(iv)
  "Environmental Matters"                              13.14(A)
  "Equity Securities"                                  4.1(C)(i)
  "ERISA"                                              4.1(M)(i)
  "ESA"                                                8.6(A)
  "Escrow Agent"                                       2.2(B)
  "Escrow Agreement"                                   3.2(A)(8)
  "Escrow Amount"                                      2.2(B)
  "Estimated Purchase Price"                           2.2(B)
  "Estimated Working Capital"                          2.2(A)(i)
  "Excluded Items"                                     4.2
  "Existing PSI Reports"                               8.6(A)
  "FAS 121"                                            4.2
  "Final Purchase Price"                               2.3(C)
  "Final Working Capital"                              2.3(A)
  "Financial Statements"                               4.1(D)(ii)
  "Former Employees"                                   4.1(M)(ii)
  "Franchise Agreements"                               4.1(G)(i)
  "Franchise Laws"                                     4.1(V)(i)
  "Fuddruckers System"                                 11.5(A)
  "Fudds Club"                                         Preamble
  "Fudds Europe"                                       Preamble
  "GAAP"                                               1.3(A)(i)
  "General Escrow Amount"                              2.2(B)
  "Governmental Entity"                                4.1(L)(iv)
  "Hazardous Materials"                                4.1(L)(iv)
  "Hazardous Materials Activities"                     13.14
  "Head Office"                                        4.1(I)
  "Holdings"                                           Schedule 6.6(A)(iii)
  "HSR Act"                                            4.1(B)
  "Indemnification Agreement"                          Schedule 6.6(A)(iii)
  "Indemnitee"                                         13.14(E)
  "Indemnitor"                                         13.14(E)
  "Independent Accountants"                            2.3(A)
  "Insurance"                                          4.1(O)
  "Intellectual Property"                              4.1(J)
  "International"                                      Schedule 6.6(A)(iii)
  "Inventory"                                          4.2
  "IRS"                                                4.1(M)(i)
  "June Financials"                                    6.12(A)
  "June 1997 Audited Financials"                       4.1(D)(i)
  "June 1997 Balance Sheet"                            6.12(A)
  "KCOB Parties"                                       Schedule 6.6(A)(iii)
  "Knowledge"                                          13.11
  "La Salsa Agreement"                                 4.1(Q)
  "Laws"                                               1.3(A)
  "Lease Consent Escrow"                               6.18(E)
  "Lease Termination Amount"                           6.18(A)
  "Leased Real Properties"                             4.1(H)(i)
  "Leases"                                             4.1(H)(i)
  "Legal Proceeding"                                   4.1(G)(iii)
  "Long-Term Receivables"                              4.2
  "Liabilities"                                        4.1(D)(vi)
  "Liability Escrow"                                   6.6(A)
  "Licenses"                                           4.1(G)(iii)
  "Lien(s)"                                            4.1(B)
  "Litigation Escrow"                                  6.6(D)
  "Maintenance Expenditure  Adjustment"                6.13
  "March Balance Sheet"                                4.1(D)(ii)
  "Material Adverse Change"                            4.2
  "Material Adverse Effect"                            4.2
  "Metcalf"                                            Preamble
  "NARLP"                                              4.1(Y)
  "Non-Current Liabilities"                            6.6(A)
  "Notice of Qualified Competing                       6.7(B)
   Transaction"
  "Objection Notice"                                   2.3(A)
  "Order"                                              4.1(B)
  "Other Locations"                                    4.1(L)(iii)
  "Outside Date"                                       10.1(e)
  "Owned Real Properties"                              4.1(H)(i)
  "P/C Escrow"                                         Schedule 6.6(A)(iii)
  "P/C Parties"                                        Schedule 6.6(A)(iii)
  "P/C Termination Date"                               Schedule 6.6(A)(iii)
  "Person"                                             1.3(A)
  "Pikesville"                                         Preamble
  "Post-Closing Asset Transfer                         2.3(B)
   Adjustment"
  "PSI"                                                8.6(A)
  "Purchaser"                                          Intro. Paragraph
  "Purchaser's Losses"                                 13.14(A)
  "Put/Call Agreement"                                 4.1(Y)
  "Put/Call L/C"                                       Schedule 6.6(A)(iii)
  "Qualified Competing Transaction"                    6.7(A)
  "Receivables"                                        4.2
  "Rehired Seller Employee"                            13.16(B)
  "Release"                                            4.1(L)(iv)
  "Rent Adjustment Amount"                             6.18(D)
  "Required Consent"                                   6.18(A)
  "Required Estoppel"                                  6.18(A)
  "Required Lease"                                     6.18(A)
  "Required Restaurant"                                6.18(A)
  "Retained Liabilities"                               4.2
  "Rockville"                                          Preamble
  "RWes"                                               Preamble
  "S/A Agreements"                                     6.12(D)
  "S/A Escrow Agreement"                               6.12(D)
  "S/A Escrow Funds"                                   6.12(D)
  "Saugus Restaurant"                                  4.1(D)(iii)
  "SEC Reports"                                        4.1(L)(ii)
  "Section 338(h)(10) Elections"                       12.2(A)
  "Section 6.7(B) Notice"                              6.7(B)
  "Secured Parties"                                    Schedule 6.6(A)(iii)
  "Seller"                                             Intro. Paragraph
  "Seller Assets"                                      4.2
  "Seller Employees"                                   13.16(B)
  "Seller's Accountants"                               4.1(D)(i)
  "Seller's Losses"                                    13.14(B)
  "Shared Employees"                                   13.16(C)
  "Shared Employee Services"                           13.16(C)
  "Shares"                                             Preamble
  "Special Meeting"                                    6.8
  "Specialty"                                          Intro. Paragraph
  "Store No. 114"                                      8.6(B)
  "Subsidiary(ies)"                                    Preamble
  "Tax(es)"                                            12.4
  "Tax Allocation Agreement"                           Schedule 6.6(A)(iii)
  "Tax Return(s)"                                      12.4
  "Threat of Release"                                  4.1(L)(iv)
  "Threshold Commitments"                              4.1(G)(i)
  "Threshold Licenses"                                 4.2
  "Transfer"                                           1.1
  "Transferred Liabilities"                            4.2
  "Transferred Seller Assets"                          4.2
  "Transitional Services Agreement"                    6.11
  "Unadjusted Purchase Price"                          2.1
  "Updates"                                            8.6(A)
  "Working Capital"                                    2.2(D)
  "1998 EBITDA"                                        6.12(B)
  "1998 Store EBITDA"                                  6.18(A)



                                   ARTICLE II

                                 Purchase Price

         Section 2.1 Unadjusted Purchase Price. In consideration of the purchase
and sale of the Shares and the covenants  herein  contained,  the purchase price
shall be $43,000,000 (the "Unadjusted Purchase Price"), subject to adjustment at
Closing as  provided  in Section  2.2 and  further  adjustment  post-Closing  as
provided in Section 2.3.

         Section 2.2 Estimated Purchase Price.

         A. Closing  Statement.  (i) At the Closing,  the Seller will deliver to
the Purchaser its good faith  statement  (the "Closing  Statement") of estimated
Working Capital (as hereinafter  defined) as of the Closing Date (the "Estimated
Working  Capital").  The Closing  Statement shall be prepared by the Seller on a
basis consistent with the March Balance Sheet (as hereinafter defined) including
where  applicable the definitions  set forth in Section 2.2(C),  and in any case
utilizing a physical Inventory count and actual cash reconciliations. Subject to
Section  2.2(C),  the  Closing  Statement  shall  separately  reflect  all items
comprising Current Assets (as hereinafter  defined) and Current  Liabilities (as
hereinafter  defined) of the Acquired  Companies on a consolidated,  stand-alone
basis as of the Closing Date,  and in any case the Closing  Statement  shall not
reflect any intercompany payable or receivable. For the purposes of the Seller's
preparation of the Closing Statement (subject to the Purchaser's right to review
the same as provided in Section 2.3) Current Assets and Current Liabilities will
be shown by the Seller thereon at book value.  The Purchaser and its independent
accountants and other representatives shall have the opportunity to review, from
time to time prior to the Closing,  the work papers,  trial balances and similar
materials used in the  preparation  of the Closing  Statement and to observe all
procedures  utilized  in  the  preparation  of the  Closing  Statement  and  the
calculation of the Estimated Working Capital,  including any physical  Inventory
count or similar procedure.

         B. Estimated Purchase Price. The Unadjusted Purchase Price shall be (a)
decreased by the amount of the EBITDA Adjustment (as hereinafter  defined),  (b)
increased by the amount that the Estimated  Working  Capital is more than $0 and
decreased by the amount that the Estimated  Working  Capital is less than $0, as
the case may be,  (c)  decreased  by the amount of the  Maintenance  Expenditure
Adjustment  (as  hereinafter  defined),  (d) decreased by the amount of the Cash
Payment Adjustment (as hereinafter defined),  and (e) decreased by the amount of
the Closed Store  Adjustment  (as  hereinafter  defined)  (as so  adjusted,  the
"Estimated  Purchase  Price").  On the Closing Date,  the Purchaser will pay, by
wire  transfer of  immediately  available  funds,  to such account as the Seller
shall have designated,  an amount equal to the Estimated Purchase Price less the
aggregate of (i)  $1,000,000  representing  the "General  Escrow  Amount",  (ii)
$1,000,000  representing the "Lease Consent Escrow", if any, (iii) the amount of
the Litigation Escrow (as hereinafter  defined),  if any, and (iv) the amount of
the  Liability  Escrow (as  hereinafter  defined),  if any (the  General  Escrow
Amount, the Lease Consent Escrow, the Litigation Escrow and the Liability Escrow
collectively  the  "Escrow  Amount").  The  Escrow  Amount  shall be paid by the
Purchaser to the escrow agent (the "Escrow  Agent")  under the Escrow  Agreement
(as hereinafter defined) to be held by the Escrow Agent in accordance therewith.

         C. Excluded Items.  The Purchaser may in its sole  discretion,  require
the Seller to have Transferred to itself,  at Closing,  any Current Asset (other
than Inventory,  cash and assumable prepaid expenses as of the Closing which are
reflected  as  Current  Assets on the  Closing  Statement),  and any  Current or
Long-Term  Receivable  (as  hereinafter  defined) and any such Current  Asset or
Current  Receivable  so  Transferred  shall  not be  reflected  on  the  Closing
Statement  and the  calculation  of Estimated  Working  Capital or Final Working
Capital.  The  Seller  shall be deemed to have  Transferred  to itself as of the
Closing those certain  Receivables and associated claims and rights arising from
any former or current agreement,  arrangement or business  relationship  between
the Company or ARVI, on the one hand, and KCOB I, Inc., KCOB II, Inc., or Joseph
O'Brien,  on the  other  hand,  including  the  judgment  rendered  in the Legal
Proceeding (Fuddruckers, Inc. v. KCOB I, Inc. and Joseph O'Brien) pending before
the Federal  District Court for Kansas set forth on Schedule  4.1(K);  provided,
however, that (i) the Purchaser shall retain all rights as a secured party under
security agreements,  pledges and other collateral  arrangements with respect to
the "Fuddruckers"  restaurants formerly owned by KCOB I, Inc. and KCOB II, Inc.,
including all rights to act as receiver under court order during the pendency of
litigation and all remedies as a secured  creditor with respect to ownership and
operation of such restaurants.

         D. Defined Terms.  The term "Working  Capital" shall mean the amount of
the difference  between the "Current  Assets" and "Current  Liabilities"  of the
Acquired Companies on a consolidated,  stand-alone basis as of the Closing Date.
As used herein the terms:  (1) "Current  Assets" shall mean those types of items
classified  as such and marked with an asterisk (*) on the March  Balance  Sheet
(to be attached hereto as Schedule  4.1(D)(ii));  and (2) "Current  Liabilities"
shall  mean those  types of items  classified  as such and marked  with a double
asterisk  (**) on the March  Balance  Sheet (to be  attached  hereto as Schedule
4.1(D)(ii)).  The  term  "EBITDA  Adjustment"  shall  mean,  provided  that  the
conditions  described  in Section  8.7 and in  Section  9.5 are met or have been
waived by both the Purchaser and the Seller,  if the 1998 EBITDA (as hereinafter
defined) is less than $8,500,000,  an amount equal to the product of 5 times the
amount by which  $8,500,000  exceeds  the 1998  EBITDA.  There  shall not be any
EBITDA Adjustment in the event that the 1998 EBITDA is more than $8,500,000.

         Section 2.3 Final Purchase Price.

         A. Final Working  Capital.  During the one hundred and twenty (120) day
period  following the Closing Date, the Purchaser shall have the right to review
the Closing  Statement.  During  such  120-day  period,  the  Purchaser  and its
authorized  representatives  will be entitled to review,  during normal business
hours, the Seller's books,  records and workpapers (to the extent related to the
Business  (excluding the books,  records and workpapers of EMA, unless otherwise
consented to by EMA) and not otherwise Transferred to the Purchaser at Closing),
and the  Seller  shall  otherwise  cooperate  with  the  Purchaser  and with the
Purchaser's  independent  accountants and other  authorized  representatives  in
connection  with such review.  By no later than the last day of the  Purchaser's
120-day  review  period,  the  Purchaser  shall  notify the Seller  whether  the
Purchaser  accepts or rejects the accuracy of the Seller's Closing Statement and
Estimated Working Capital, and if it rejects, the Purchaser shall furnish to the
Seller as part of such  notice an adjusted  Closing  Statement  reflecting  such
changes as its believes appropriate to make the Closing Statement accurate as of
the Closing Date. The failure by the Seller to deliver to the Purchaser a notice
of its objection (the "Objection  Notice") to the Purchaser's  adjusted  Closing
Statement  prior to the expiration of the ten business day period  following the
delivery of the same to the Seller shall  constitute the Seller's  acceptance of
the Purchaser's  adjusted Closing  Statement and the Working Capital  calculated
therefrom.   If  the  Purchaser  and  the  Seller  are  unable  to  resolve  any
disagreement  between  them  regarding  the  Closing  Statement  and the Working
Capital Adjustment within ten business days after the Seller's delivery,  to the
Purchaser,  of an Objection Notice,  any items still in dispute will be referred
for  determination to Arthur Andersen LLP (or, if Arthur Andersen LLP refuses to
act on behalf  of the  parties  pursuant  to this  Section  2.3(A),  such  other
nationally  recognized accounting firm as shall be appointed by the President of
the Boston  office of the  American  Arbitration  Association  (the "AAA")) (the
"Independent  Accountants") within ten business days following the expiration of
the   foregoing   ten  business  day  period.   The   Independent   Accountants'
determination  will be (a) in  writing,  (b)  furnished  to each of the  parties
hereto as promptly  as  practicable,  and (c)  conclusive  and binding  upon the
parties  hereto.  The fees and expenses of the Independent  Accountants  will be
borne by the  non-prevailing  party.  The Working  Capital,  as agreed to by the
Purchaser and the Seller,  deemed accepted by the Seller, or finally  determined
by the Independent Accountants,  as the case may be, shall hereinafter be called
the "Final Working Capital".

         B. Post-Closing  Asset Transfer  Adjustment.  By no later than 120 days
after the Closing Date,  the Purchaser may in its sole  discretion  require that
the Seller  purchase from the Purchaser any Current Asset (other than Inventory,
cash and  assumable  prepaid  expenses as of the Closing  which are reflected as
Current  Assets  on the  Closing  Statement)  which  had been  reflected  on the
Seller's Closing Statement, at an amount equal to (i) in the case of any Current
Receivable, the amount thereof set forth in the Seller's Closing Statement minus
100% of all amounts  collected on account of such Current  Receivable  since the
Closing by the  Purchaser or any Acquired  Company,  and (ii) in the case of any
other Current Asset, the book value thereof as of the date on which the purchase
thereof by the Seller takes place; provided, however, that the Seller shall only
be  obligated  to purchase  any  Current  Asset or Current  Receivable  from the
Purchaser  if the  Purchaser  has not  compromised  or settled in any manner the
applicable Acquired Company's claims associated  therewith and has not released,
waived,  compromised or otherwise impaired any rights of the applicable Acquired
Company against the debtor or any guarantor or collateral relating thereto under
any  promissory  notes,  guarantees,   pledges,  security  agreements  or  other
instruments  executed for the benefit of the applicable Acquired Company, all of
which claims, rights, notes, guarantees,  pledges, security agreements and other
instruments  shall be assigned and  transferred to the Seller  together with the
applicable  Current Asset at no additional  cost to the Seller (above the amount
to be paid by the Seller on account of the Current  Asset or Current  Receivable
itself as  specified  above).  The  aggregate  amount owing by the Seller to the
Purchaser on account of the foregoing  Transfers shall hereinafter be called the
"Post-Closing  Asset Transfer  Adjustment".  By no later than 120 days after the
Closing Date,  the Purchaser may in its sole  discretion  assign and Transfer to
the Seller (at no cost to the Seller) any Long-Term Receivable together with all
related claims,  rights,  notes,  guarantees,  pledges,  security agreements and
other  instruments,  it being  understood  that no portion of any such Long-Term
Receivable will be included in the Post-Closing Asset Transfer  Adjustment.  The
Seller shall have  unrestricted  authority  and right in its sole  discretion to
pursue any action and exercise any remedy with respect to the  collection of any
Current or Long-Term  Receivables assigned or transferred to the Seller pursuant
to this Section 2.2(B),  including without limitation  instituting any action or
other  litigation  before  any  court,   agency,   arbitrator  or  tribunal  and
foreclosing upon any collateral,  including franchised "Fuddruckers" restaurants
and the related Franchise Agreement,  furniture,  fixtures and equipment without
incurring any Liability to the Purchaser hereunder.

         C. Final Purchase Price.  The Estimated  Purchase Price shall be (a) if
necessary,  increased or  decreased,  as the case may be, by the amount by which
the  Estimated  Working  Capital  exceeds or is  exceeded  by the Final  Working
Capital,  and (b)  decreased by the amount of the  Post-Closing  Asset  Transfer
Adjustment (as so adjusted by (a) and (b) above, the "Final Purchase Price").

         D.  Payment of  Adjustment  Amount.  Any  adjustment  to the  Estimated
Purchase  Price to be made  pursuant  to this  Section  2.3 shall be paid by the
Seller to the  Purchaser  or by  Purchaser  to the  Seller,  as the case may be,
within ten (10) days after the final  determination  or acceptance,  as the case
may be, of the Final  Working  Capital,  together with interest on the amount by
which the Estimated  Working Capital exceeds or is exceeded by the Final Working
Capital,  from the Closing Date to the date of payment (at a rate equal to Fleet
Bank's prime rate, as publicly  announced and in effect from time to time during
such period,  plus 2.0%,  calculated  on the basis of the actual  number of days
elapsed  over 365),  by wire  transfer of  immediately  available  funds to such
account  as the  Purchaser  or the  Seller,  as the  case  may  be,  shall  have
designated. Any Transfer of Current Assets, or Current or Long-Term Receivables,
shall take place on the date on which the aforementioned adjustment is paid.


                                   ARTICLE III

                                     Closing

         Section  3.1  Closing  Date.  The  purchase  and sale  (the  "Closing")
provided  for in this  Agreement  will take place at the  offices of  Goulston &
Storrs,  P.C., 400 Atlantic Avenue,  Boston, MA 02110 at 10:00 a.m. (local time)
on November 2, 1998 or, subject to Section 10.1(e), at such other time and place
as the  parties  may agree  (such date  being  hereinafter  called the  "Closing
Date").  Subject  to the  provisions  of Article X,  failure to  consummate  the
purchase and sale provided for in this Agreement on the date and time and at the
place determined pursuant to this Section 3.1 will not result in the termination
of this  Agreement and will not relieve any party of any  obligation  under this
Agreement.  All  matters  at the  Closing  shall  be  considered  to take  place
simultaneously,  and no delivery of any document or  instrument  shall be deemed
complete until all transactions  contemplated by this Agreement,  and deliveries
of all documents and instruments  contemplated by this Agreement to be delivered
at the Closing, are completed.

         Section 3.2       Closing Documents.

         A. Deliveries of the Seller.  At the Closing,  the Seller shall deliver
the following to the Purchaser:

                  1.  original   certificates   representing  the  Shares,  duly
endorsed (or  accompanied  by duly  executed  stock  powers) for Transfer to the
Purchaser;

                  2. original certificates representing all Equity Securities in
each Subsidiary other than ARVI, or other evidence satisfactory to the Purchaser
that such  original  certificates  are under the power and control of the Seller
and that such power and control has been  assigned to the  Purchaser,  and as to
the Equity  Securities in Pikesville that are owned by ARVI beneficially and not
of record,  an  executed  stock power from each record  owner  assigning  record
ownership in such Equity Securities to ARVI;

                  3. original certificates representing all Equity Securities in
EMA and in ARVI that are owned by the Company as listed on Schedule  4.1(C),  or
other evidence satisfactory to the Purchaser that such original certificates are
under the power and  control of the Seller and that such power and  control  has
been assigned to the Purchaser, and as to the Equity Securities in ARVI that are
owned  beneficially  by the Company and not of record,  an executed  stock power
from each record owner assigning record  ownership in such Equity  Securities to
the Company;

                  4.  possession  of the minute  books and stock record books of
each of the  Acquired  Companies,  all other  books and  records  referenced  in
Section  4.1(F),  and to the extent that the following are in the  possession of
the Seller,  originals of all Leases,  title  policies and deeds relating to the
Owned Real Properties,  Business Licenses,  and other Business Commitments,  and
all other files of the  Acquired  Companies  and the Business  (excluding  EMA's
books and records);

                  5. Required  Consents and Required  Estoppels  (each  Required
Estoppel  to be in the form of  Exhibit A with  such  changes  requested  by the
relevant  lessor as may be consented to by the Purchaser which consent shall not
be  unreasonably  withheld,  or in such other form as may be  prescribed  by the
Required  Lease) for such Required  Restaurants  as represent an aggregate of at
least 85% of the cumulative 1998 Store EBITDA for all Required Restaurants which
are open and  operating  at the time of the  Closing,  duly  executed,  and such
further  duly  executed  Required  Consents,   Required   Estoppels,   consents,
authorizations,  permits,  approvals  and the like as the  Seller  has  actually
obtained from any  Governmental  Entity or other Person in  connection  with the
consummation of the transactions contemplated hereby;

                  6. Intentionally Deleted;

                  7. resignations and releases executed by each of the directors
and executive  officers  listed on Schedule 4.1(A) (other than Joseph R. O'Brien
in his  capacity as a director of ARVI and a director  of  Rockville,  and those
other  directors  and  officers as shall be  specified  by the  Purchaser to the
Seller  prior to the  Closing  Date) of each  Acquired  Company,  in the form of
Exhibit B;

                  8. the escrow  agreement in the form of Exhibit C (the "Escrow
Agreement")  executed by the Seller,  Champps and the Escrow Agent and dated the
Closing Date;

                  9.  certificates  executed  by  the  President  or  the  Chief
Financial  Officer of the Seller, of each Acquired Company and of Champps in the
form of Exhibit D;

                  10.  certificates  executed by the Secretary of the Seller, of
each Acquired Company and of Champps in the form of Exhibit E;

                  11.  corporate  good  standing  certificates   concerning  the
Seller,  each Acquired  Company and Champps from the Secretary of State or other
Governmental Entity of each of their respective  jurisdictions of incorporation,
dated as of a date not more than ten business days prior to the Closing Date;

                  12.  articles or certificate of  incorporation  of the Seller,
each Acquired  Company and Champps  certified by the Secretary of State or other
Governmental Entity of each of their respective  jurisdictions of incorporation,
dated as of a date not more than ten business days prior to the Closing Date;

                  13. an opinion of Goodwin,  Procter & Hoar LLP, in the form of
Exhibit F;

                  14.  a  certification  of  non-foreign  status  signed  by the
President or the Chief Financial Officer of the Seller affirming that the Seller
is not a foreign person within the meaning of Section 1445(b)(2) of the Internal
Revenue Code of 1986, as amended (the "Code"),  which  certification shall be in
the form of Exhibit G;

                  15. Intentionally Deleted;

                  16. Intentionally Deleted;

                  17. the evidence,  releases and other  documents  described in
Section 6.6 (including without limitation executed original mortgage discharges,
in recordable  form,  sufficient to discharge of record all mortgages,  deeds to
secure  debt or deeds of trust on the  Owned  Real  Properties),  Section  6.11,
Section  6.12,  Section  6.13,  Section  6.14  and  Section  6.15,  and the June
Financials;

                  18.  foreign   qualification   certificates   concerning  each
Acquired  Company from the  Secretary of State or other  Governmental  Entity of
each  jurisdiction in which they are,  respectively,  authorized to do business,
dated as of a date not more than ten business days prior to the Closing Date;

                  19. an opinion of Wiley,  Rein &  Fielding,  to the effect set
forth on Exhibit H;

                  20. an opinion of Akin, Gump,  Strauss,  Hauer & Feld, L.L.P.,
to the effect set forth on Exhibit I;

                  21. commitments for the issuance of an owner's title insurance
policy in the name of the Company,  substantially  conforming to those  existing
commitments for the relevant Owned Real Property which were previously delivered
to the  Purchaser,  issued  by  Lawyer's  Title  Insurance  Company  or  another
acceptable title insurance company, for each of the Owned Real Properties listed
on Exhibit 3.2(A)(21);

                  22.  the  Transitional   Services  Agreement  (as  hereinafter
defined) executed by the Seller and dated the Closing Date.

                  23.  evidence  of the  payment  of all  Taxes  referred  to in
Section 12.1.

         B.  Deliveries of the Purchaser.  At the Closing,  the Purchaser  shall
deliver the following to the Seller:

                  1.  the  Estimated  Purchase  Price as set  forth  in  Section
2.2(A)(iv);

                  2. a  certificate  executed by an officer of the  Purchaser in
the form of Exhibit J;

                  3. a certificate executed by the Secretary of the Purchaser in
the form of Exhibit K;

                  4.  a  corporate  good  standing  certificate  concerning  the
Purchaser  from the Secretary of State of Delaware,  dated as of a date not more
than five business days prior to the Closing Date;

                  5. the certificate of incorporation of the Purchaser certified
by the  Secretary  of State of  Delaware,  dated as of a date not more than five
business days prior to the Closing Date;

                  6. the Escrow Agreement executed by the Purchaser;

                  7. an  opinion  of  Goulston  & Storrs,  P.C.,  in the form of
Exhibit L; and

                  8.  the  Transitional   Services  Agreement  executed  by  the
Purchaser or the Company (at the Purchaser's election).

                                   ARTICLE IV

                  Representations and Warranties by the Seller

         Section 4.1  Representations  and  Warranties.  The Seller (and Champps
jointly and  severally  for the purposes of Section  4.1(R) and Section  4.1(W))
hereby  represents and warrants to the Purchaser that, as of the date hereof and
on the Closing Date:

         A. Corporate Existence and Qualification;  Due Execution, Etc. Schedule
4.1(A) contains a complete and accurate list, for each Acquired  Company and for
EMA, of its name, and its jurisdiction of  incorporation,  and for each Acquired
Company of all of its current executive  officers and directors,  and each other
jurisdiction  in  which  it  is  authorized  to  do  business  and  every  other
jurisdiction  in  which  it is doing  business,  and for EMA all of its  current
officers and directors who are employees of the Seller or any Acquired  Company.
Except  as set forth on  Schedule  4.1(A),  the  Seller  is a  corporation  duly
organized,  validly existing and in good standing under the Laws of the State of
Delaware,  with full  corporate  power and authority to own,  lease or otherwise
hold its assets (including  without limitation the Transferred Seller Assets and
the Shares)  and to carry on its  business  (including  without  limitation  the
Business   (except  for   jurisdictions   where  EMA   operates  or   franchises
restaurants))  as  conducted  by it now and  immediately  prior to the  Closing.
Except as set forth on Schedule  4.1(A),  each Acquired Company is a corporation
duly  organized,  validly  existing,  and in good standing under the Laws of its
jurisdiction of incorporation  shown on Schedule 4.1(A),  and has full corporate
power and  authority  to own,  lease or  otherwise  hold its  assets  (including
without  limitation  the Assets  owned,  leased or otherwise  held by it) and to
carry on its business  (including  without  limitation the Business  (except for
jurisdictions where EMA operates or franchises  restaurants)) as conducted by it
now and  immediately  prior to the Closing.  Each of the Seller and the Acquired
Companies is duly qualified to conduct business, and is in good standing,  under
the Laws of each state or other  jurisdiction in which its ownership,  lease, or
use of property or the conduct of its business (including without limitation the
Business   (except  for   jurisdictions   where  EMA   operates  or   franchises
restaurants))  require  such  qualification,  except  where the failure to be so
qualified and to be in good standing  could not  reasonably  be  anticipated  to
result in,  following the Closing,  a Material  Adverse  Effect on the Business.
Subject to the  approval of this  Agreement  and the  transactions  contemplated
hereby at a  Special  Meeting  (as  hereinafter  defined),  the  Seller  has all
requisite  corporate  power and  authority to execute,  deliver and perform this
Agreement and to consummate the transactions contemplated by this Agreement. The
execution and delivery of this Agreement and the  consummation  by the Seller of
the  transactions  contemplated by the terms and provisions of this Agreement to
be consummated by it have been duly authorized by all requisite corporate action
(subject to the approval of this  Agreement  and the  transactions  contemplated
hereby at a Special Meeting),  and, assuming the due execution of this Agreement
by the Purchaser, this Agreement and its terms constitutes the valid and binding
obligation of the Seller  enforceable  against it in accordance  with its terms,
subject to  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
other  similar  Laws  relating to  creditors'  rights  generally  and to general
principles of equity.

         B. No Violation.  Except as set forth on Schedule 4.1(B),  and assuming
that the Seller has taken all  actions  required  to be taken by it  pursuant to
Articles II, III and VI of this Agreement, neither the execution and delivery by
the  Seller  of  this  Agreement  nor  the   consummation  of  the  transactions
contemplated  hereby:  (i)  violates or will violate any Law  applicable  to the
Seller or any Acquired Company,  including without limitation the Securities Act
of 1933 and the Securities  Exchange Act of 1934;  (ii) violates or will violate
any order,  ruling,  writ,  judgment,  injunction or decree of any  Governmental
Entity (an  "Order")  applicable  to the Seller or any Acquired  Company;  (iii)
results  or will  result in a breach of or  default  under  the  certificate  or
articles of incorporation or bylaws of the Seller or any Acquired Company;  (iv)
conflicts or will  conflict  with or results or will result in any breach of any
Commitment  applicable to the Seller or any Acquired Company except for any such
conflict  or  breach  as could  not  reasonably  be  anticipated  to result in a
Material  Adverse  Effect  on  the  Business  or  as  could  not  reasonably  be
anticipated to impair the ability of the Seller to consummate  the  transactions
contemplated  hereby;  (v)  requires  the  approval of the  stockholders  of any
Acquired Company (except insofar as such Acquired Company is wholly owned by the
Seller  or  another  Acquired  Company);  (vi)  results  or will  result  in the
imposition  of any  title  defect,  mortgage,  lien,  charge,  pledge,  security
interest or other encumbrance (collectively, "Liens", and individually a "Lien")
on any of the  Shares,  the  Assets or the  Transferred  Seller  Assets or (vii)
results  or will  result in or give rise to any claim or  judgment  against  any
Acquired  Company,  the Purchaser,  the Shares,  the Assets,  or the Transferred
Seller Assets except for any such claim or judgment  against the foregoing other
than the Shares as could not  reasonably be  anticipated to result in a Material
Adverse Effect on the Business.  Except for the notification  required under the
Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976  (the  "HSR  Act"),  and
assuming  that the  Seller  has taken  all  actions  required  to be taken by it
pursuant to Articles II, III and VI of this  Agreement,  and except as set forth
on Schedule 4.1(B),  no consent,  authorization,  license,  permit,  or approval
from, or registration or filing with, any Governmental Entity or other Person is
required to be obtained or made by or with  respect to the Seller,  any Acquired
Company or, to the Seller's knowledge, EMA, in connection with the execution and
delivery of this Agreement or the consummation of the transactions  contemplated
hereby  or for the  Purchaser  and the  Acquired  Companies  taken as a whole to
succeed to the rights of the Seller and the Acquired Companies as a whole in the
Assets  and  the  Transferred   Seller  Assets  except  for  any  such  consent,
authorization,  approval, registration or filing (a) which the failure to obtain
or make could not  reasonably  be  anticipated  to result in a Material  Adverse
Effect on the Business or (b) which the  Purchaser is required to obtain or make
after  the  Closing  as  a  result  of  the  consummation  of  the  transactions
contemplated  by this  Agreement  and  becoming  the owner of the Shares and the
controlling person with respect to the Acquired Companies and the Business.

         C. Capitalization and Equity Securities. (i) Schedule 4.1(C) sets forth
the  capitalization  of each Acquired  Company and of EMA,  including as to each
Acquired  Company  and EMA the number of shares of common  and other  classes of
stock,  the par value thereof,  all  outstanding  instruments  convertible  into
shares, the number of issued and outstanding  convertible  securities and shares
of each class of stock,  and also  including  as to each  Acquired  Company  the
identity of each  shareholder  and holder of convertible  securities (all issued
and  outstanding  (a)  shares in any class of  capital  stock,  (b)  instruments
convertible into shares, and (c) similar interests in any unincorporated entity,
are hereinafter collectively called "Equity Securities"),  and also including as
to EMA the number and type of issued and  outstanding  Equity  Securities as are
held by any  Acquired  Company  or the  Seller.  The  Seller is the  record  and
beneficial  owner and holder of the Shares,  which  constitute all of the Equity
Securities  in the  Company,  free and clear of all Liens except as set forth on
Schedule 4.1(C). All of the Equity Securities in each Subsidiary other than EMA,
Rockville,  Pikesville  and ARVI are owned of  record  and  beneficially  by the
Company, free and clear of all Liens except as set forth on Schedule 4.1(C). All
of the Equity Securities in each of Rockville and Pikesville are owned of record
and/or  beneficially by ARVI, free and clear of all Liens except as set forth on
Schedule  4.1(C).  The  Equity  Securities  in each of EMA and of ARVI  that are
listed on  Schedule  4.1(C) as being owned by the Company of record are owned of
record  by the  Company,  free and  clear of all  Liens  except  as set forth on
Schedule  4.1(C).  The Equity  Securities  in ARVI that are  listed on  Schedule
4.1(C)  as being  owned  by Donna L.  Depoian  and by  Craig  Nelson  are  owned
beneficially by the Company, free and clear of all Liens, except as set forth on
Schedule  4.1(C).  Schedule  4.1(C)  accurately sets forth all of the record and
beneficial  owners of Equity Securities in ARVI. Except as set forth on Schedule
4.1(C),  no  legend or other  reference  to any  purported  Lien  appears  or is
required to appear upon any certificate  representing  Equity  Securities in any
Acquired Company or in EMA (including  without  limitation the Shares) which are
owned by the Seller or any  Acquired  Company.  Except as set forth on  Schedule
4.1(C),  all of the Equity Securities  (including without limitation the Shares)
of each Acquired  Company have been duly  authorized  and validly issued and are
fully  paid and  nonassessable,  and there are no  preemptive  rights in respect
thereof.  Except  as set forth on  Schedule  4.1(C),  there  are no  Commitments
relating to the issuance,  sale, or transfer of, voting or preemptive rights, or
other  similar  rights  or  obligations   relating  to,  any  Equity  Securities
(including  without limitation the Shares) in any Acquired Company or any Equity
Securities  in EMA which are owned by any  Acquired  Company or the Seller.  The
Equity  Securities in each Acquired  Company were issued in compliance  with the
Securities Act of 1933 and all other Laws.

                  (ii)  Except  as set forth on  Schedule  4.1(C),  no  Acquired
Company owns, or has any  Commitment  to acquire,  any Equity  Securities in any
other Person.
                  (iii) Each of RWes, Metcalf and Fudds Club holds no assets and
has no Liabilities,  except as set forth on Schedule 4.1(C).  Fudds Europe holds
no assets, has no Liabilities, does not operate any business, and is inactive.

         D. Financial Information.  (i) Attached hereto as Schedule 4.1(D)(i) is
the  consolidated  balance sheet of the Seller  together  with its  subsidiaries
(which include the Acquired Companies) as of June 29, 1997 (the "Audited Balance
Sheet") and the related statements of operations,  stockholders' equity and cash
flows  for  the  fiscal  year  then  ended  (including  any  footnotes  thereto)
(collectively  the "June 1997 Audited  Financials"),  all of which (a) have been
audited by Deloitte & Touche LLP (the "Seller's Accountants"), whose unqualified
reports thereon are included within Schedule  4.1(D)(i),  (b) have been prepared
in accordance with GAAP, consistently applied throughout the period involved and
for prior  periods,  and (c)  present  fairly,  in all  material  respects,  the
financial  position of the Seller, on a consolidated basis with its subsidiaries
(which include the Acquired Companies), at the dates indicated in such financial
statements and the results of the Seller's  operations,  on a consolidated basis
with its subsidiaries  (which include the Acquired  Companies),  for the periods
stated therein.  Also attached hereto as Schedule  4.1(D)(i) is the consolidated
and consolidating balance sheet and statement of operations of each of ARVI, the
Company and the former Canadian "Fuddruckers" operations as of June 29, 1997 and
for the fiscal year then ended,  which (a) have been prepared in accordance with
GAAP, consistently applied throughout the period involved and for prior periods,
and (b) are true and  complete  in all  material  respects,  present  all of the
financial information (including without limitation  Liabilities) required to be
listed on a balance  sheet and  statement of  operations  for each of ARVI,  the
Company and the former  Canadian  "Fuddruckers"  operations in  accordance  with
GAAP,  and fairly  reflect  profits and losses,  except that no  allocation  for
general corporate  overhead provided by the Seller to the Acquired  Companies is
reflected thereon.

                  (ii) Attached  hereto as Schedule  4.1(D)(ii) is the unaudited
consolidated  balance sheet of the Seller together with its subsidiaries  (which
include the Acquired Companies) as of March 29, 1998 (the "March Balance Sheet",
and  together  with the  Audited  Balance  Sheet,  collectively  the  "Financial
Statements"), and the related statements of operations, stockholders' equity and
cash flows for the nine months then ended,  all of which (a) have been  prepared
in accordance with GAAP,  consistently  applied  throughout the periods involved
and for  prior  periods,  and  include  all  adjustments,  consisting  of normal
recurring  adjustments necessary for the fair presentation of financial position
and results of operations  (none of which are  material) in accordance  with the
requirements  of the Securities and Exchange  Commission's  rules  applicable to
quarterly  reporting,  and (b) present  fairly,  in all material  respects,  the
financial  position of the Seller, on a consolidated basis with its subsidiaries
(which  include the Acquired  Companies),  at March 29, 1998, and the results of
the Seller's  operations,  on a consolidated basis with its subsidiaries  (which
include the  Acquired  Companies)  for the  nine-month  period then ended.  Also
attached hereto as Schedule  4.1(D)(ii) is the  consolidated  and  consolidating
schedule of balance  sheet and  statement  of  operations  of each of ARVI,  the
Company and the former  Canadian  "Fuddruckers"  operations as of March 29, 1998
and for the nine months then ended,  which (a) have been  prepared in accordance
with GAAP,  consistently  applied  throughout the periods involved and for prior
periods, and include all adjustments, consisting of normal recurring adjustments
necessary  for the fair  presentation  of  financial  position  and  results  of
operations  (none of which are material) in accordance with the  requirements of
the  Securities  and  Exchange   Commission's   rules  applicable  to  quarterly
reporting,  and (b) are true and complete in all material respects,  present all
of the financial information (including without limitation Liabilities) required
to be listed on a balance sheet and  statement of  operations  for each of ARVI,
the Company and the former Canadian "Fuddruckers"  operations in accordance with
GAAP,  and fairly  reflect  profits and losses,  except that no  allocation  for
general corporate  overhead provided by the Seller to the Acquired  Companies is
reflected thereon.

                  (iii) When delivered in accordance with Section 6.12, the June
Financials  shall  be  attached  hereto  as  Schedule  4.1(D)(iii)  and  will be
comprised  of (as  provided  in  Section  6.12)  a  complete  set  of  financial
statements  for the  Acquired  Companies  as of June 28,  1998 on a  stand-alone
basis, which financial  statements shall include the June 1997 Balance Sheet and
a balance  sheet as of June 28, 1998  (prepared on a consistent  basis using the
same  accounting  principles,  assumptions  and  methodologies  applied  in  the
preparation of the June 1997 Audited Financials),  a statement of operations for
the fiscal year ended June 28, 1998, and the related statements of stockholders'
equity and cash flows for the fiscal year then ended  (including  any  footnotes
thereto),  all of which will (a) have been audited by the Seller's  Accountants,
whose unqualified reports thereon will be included within Schedule  4.1(D)(iii),
(b) have been prepared in accordance with GAAP,  consistently applied throughout
the period involved and for prior periods,  (c) present fairly,  in all material
respects,  the financial position of the Acquired  Companies,  on a consolidated
basis, at the dates indicated in such financial  statements,  and the results of
the Acquired  Companies'  operations,  on a consolidated  basis, for the periods
stated therein. The statement of operations included in the June Financials will
have separately identified:  (i) an allocation of the corporate overhead for the
Acquired  Companies  on a  stand-alone  basis,  (ii) an  allocation  of district
overhead for the Acquired  Companies,  (iii) the 1998 Store EBITDA, if less than
zero, and any write-offs or write-downs  attributable  (without double counting)
to (A) any  "Fuddruckers"  locations  which were  closed  during the fiscal year
ended June 28, 1998;  (B) the Saugus,  MA  "Fuddruckers"  location  (the "Saugus
Restaurant");  (C) the North Andover,  MA  "Fuddruckers"  location (the "Andover
Restaurant");  and (D) the Boston, MA (City Place)  "Fuddruckers"  location (the
"Boston  Restaurant"),  (iv)  adjustments  for FAS 121 for the fiscal  year then
ended, (v) any write-downs, write-offs or accruals related to the termination of
the La Salsa Agreement (as hereinafter defined), (vi) amounts paid in settlement
or  satisfaction  of pending  Legal  Proceedings  pursuant  to the terms of this
Agreement  and (vii)  costs or  expenses  related  to  environmental  testing or
remediation pursuant to the terms of this Agreement.

                  (iv) The Inventory shown on the Financial  Statements and that
will be shown on the June Financials and on the Closing  Statement  consists and
will consist only of, items usable or salable in the ordinary course of business
of the  Acquired  Companies  and is or will be shown at the lower of  historical
cost or net realizable value in accordance with GAAP consistently  applied.  The
Seller  has no  knowledge  of any  condition,  event  or  occurrence  which  may
adversely affect,  after the Closing,  the continuity of the supply of Inventory
to the Acquired  Companies by the  suppliers  used by the Seller or the Acquired
Companies in the Business  (assuming  that the Purchaser  chooses to continue to
use  such  suppliers)  except  in each  case for any  such  condition,  event or
occurrence which applies to the economy in general or to the restaurant industry
as a whole.

                  (v) The Current Receivables that are shown or reflected on the
Financial  Statements  and that  will be shown or  reflected  either on the June
Financials or on the Closing Statement arise and will have arisen, in each case,
from  transactions in the ordinary course of business of the Acquired  Companies
and  each  such  Receivable  constitutes  an  identifiable  indebtedness  of the
applicable account debtor, not subject to any offset,  defense,  counterclaim or
Lien, collectible in the ordinary course of the conduct of the Business.

                  (vi) Except as set forth on Schedule 4.1(D)(vi), each Acquired
Company  (1)  currently  has no  liabilities,  obligations,  expenses  or claims
against  it or  liability  for  damages  whether  known or unknown  and  whether
absolute,  accrued,  contingent,  named, unnamed, disputed,  undisputed,  legal,
equitable,  determined,  undetermined,  or otherwise of any kind (any and all of
the  foregoing,  "Liabilities"),  except for  Liabilities  reflected or reserved
against  in the  March  Balance  Sheet  and  (2)  will  have at the  Closing  no
Liabilities  assuming  all  payments  required  to be made by the  Seller  under
Article  VI have been made  except  for (y)  Current  Liabilities  reflected  or
reserved against in the March Balance Sheet or (z) Current Liabilities  incurred
in the ordinary course of the Business  consistent with this Agreement since the
date of the March Balance Sheet.

         E.  Absence of Certain  Transactions.  Except as set forth on  Schedule
4.1(E),  since the date of the March Balance Sheet, the Business (except for the
operations  of EMA,  which the Seller does not  control)  has been and as of the
Closing Date will have been conducted  only in the ordinary  course of business,
consistent with past practice and there has not and will not have been any:

                  (i) Material Adverse Change;

                  (ii) change in any  Acquired  Company's  authorized  or issued
Equity  Securities;  grant of any option,  right to  purchase  or similar  right
regarding  Equity  Securities of any Acquired  Company;  voluntary change in any
Acquired  Company's  or the  Seller's  percentage  interest  in EMA  (on a fully
diluted  basis);  grant of any  registration  rights  by any  Acquired  Company;
purchase,  redemption,  retirement, or other acquisition by any Acquired Company
of any such Equity  Securities;  or  declaration  or payment of any  dividend or
other  distribution  or payment in respect of Equity  Securities of any Acquired
Company,  except that all cash  balances of every  subsidiary  of the Seller are
concentrated daily in the Seller's accounts,  no material cash balances are held
by any of the Acquired Companies and no intercompany  payable or receivable will
be shown on the Closing Statement;

                  (iii)   amendment   to  the   certificate   or   articles   of
incorporation or bylaws of any Acquired  Company,  or any action with respect to
the certificate of  incorporation or bylaws of the Seller which would impair the
Seller's  ability  to  consummate  the  transactions  contemplated  hereby or to
perform its obligations hereunder;

                  (iv) payment of any bonuses,  or increase in salaries or other
compensation,  by any Acquired  Company to any of its  stockholders,  directors,
officers (other than Donald C. Moore), or Company Employees, or by the Seller to
any Seller  Employee,  except for annual bonus awards and  increases in salaries
consistent  with past  practice;  or entry into any  employment,  severance,  or
similar Commitment with any stockholder, director, officer (other than Donald C.
Moore),  Company Employee or Seller Employee except for any severance Commitment
under and in  accordance  with the  Seller's  Severance  Plan listed on Schedule
4.1(M);

                  (v)  adoption  of, or increase in the  schedule of payments or
benefits under,  any Employee  Benefit Plan,  Arrangement or Benefit Plan for or
with any Company Employee or Seller Employee except for  discretionary  payments
to Seller Employees under the Unique Casual  Restaurants  Savings and Retirement
Plan listed on Schedule 4.1(M) consistent with past practice;

                  (vi)  damage  to or  destruction  or  loss  of  any  Asset  or
Transferred Seller Asset,  whether or not covered by Insurance,  which has had a
Material Adverse Effect on the Business;

                  (vii)  entry  into,  termination  of, or  receipt of notice of
termination of any License, distributorship,  dealership, joint venture, credit,
franchise or other Threshold Commitment, in each case by any Acquired Company or
by the  Seller  relating  to the  Business,  other than  financing  arrangements
entered  into  by  the  Seller,  provided,  however,  that  notwithstanding  the
foregoing,  the Company may enter into  franchise  agreements  with  franchisees
pursuant to those Business Commitments listed on Schedule 4.1(E) and on Schedule
4.1(G);

                  (viii) sale, purchase, lease, license or other Transfer of any
Asset (except (a) for sales of assets located at or held in connection  with the
operation of "Fuddruckers" restaurants at the Midlothian, Virginia location, the
Colonial Heights,  Virginia location, and the Boston Restaurant and (b) the sale
of excess or obsolete  furniture,  fixtures and equipment in the ordinary course
of  business,  and in any case  for not  more  than  $100,000  individually  and
$200,000 in the  aggregate),  any  Transferred  Seller  Asset,  or the Shares or
mortgage, pledge, or imposition of any Lien on any Asset, any Transferred Seller
Asset,  or the Shares,  including any sale,  purchase,  lease,  license or other
Transfer of any Intellectual Property;

                  (ix)  incurrence of indebtedness or guarantee of debt or other
Liability of any other Person by any Acquired Company;

                  (x) except as disclosed on Schedule  4.1(E),  cancellation  or
waiver of any claims or rights of an Acquired Company against third Persons with
an individual value in excess of $25,000;

                  (xi) material  change in the accounting  methods or principles
used by the  Seller  or any  Acquired  Company  except  for (A)  write-downs  or
write-offs in the value of assets as required by GAAP or (B) such adjustments as
required by GAAP as a result of the transactions contemplated by this Agreement;
or

                  (xii)  agreement,  whether oral or written,  by the applicable
party bound by clauses (i)  through  (xi),  as the case may be, to do any of the
foregoing.

         F. Books and  Records.  The minute books and stock record books of each
of the  Acquired  Companies,  all of  which  have  been  made  available  to the
Purchaser,  are  complete  and correct in all  material  respects  and have been
maintained in accordance  with  customary  business  practices for  consolidated
subsidiaries of a holding company.  Except as set forth on Schedule 4.1(F),  the
minute books of the Acquired  Companies contain accurate and complete records of
all  meetings  held of, and  corporate  action taken by, the  stockholders,  the
Boards of Directors,  and  committees of the Boards of Directors of the Acquired
Companies,  except for any failure to contain  such  records as would not have a
Material  Adverse  Effect on any Acquired  Company.  At the Closing,  all of the
books of account, minute books, stock record books, and other records (including
without  limitation  books,  records  and  data  relating  to  the  purchase  of
materials,  supplies and services,  financial results, sale of products, records
of the Company  Employees and the Seller  Employees,  commercial data,  research
done by or for the Business, catalogues,  brochures, training and other manuals,
sales  literature,  advertising  and  other  sales  and  promotional  materials,
maintenance  records and drawings,  all Business  Commitments,  files related to
Legal  Proceedings  and filings  with any  Governmental  Entity) of the Acquired
Companies and the Business will be in the possession of the Seller, the Acquired
Companies or their respective agents or  representatives,  and possession of the
foregoing will be given to the Purchaser as provided in Section 3.2(A)(4).

         G.  Commitments.  (i) Schedule 4.1(G)  accurately lists, as of the date
hereof, all Business Commitments (as hereinafter  defined),  in each case, which
cannot be terminated without penalty by the Seller or the Acquired Company party
thereto  on 90  days'  or less  prior  notice  or which  requires  (or  could be
reasonably  anticipated  to require,  if dependent on future  events)  aggregate
payments or  expenditures,  by or to any party  thereto in any twelve (12) month
period,  in excess of: (a) in the case of any Business  Commitments  relating to
more  than  one  restaurant,  $100,000  per  Commitment;  and (b) in the case of
Business  Commitments  relating to a single  restaurant,  $10,000 per Commitment
(collectively,  the "Threshold  Commitments");  in each case whether  written or
oral, and including all amendments thereto,  and in each case (other than in the
case of Leases and  Franchise  Agreements  copies of which have been  previously
delivered or made  available to the  Purchaser)  specifying  the parties to such
Commitments.  The Seller has made  available to the  Purchaser  true and correct
copies of all Threshold Commitments which are in written form and any amendments
thereto.  Each  Commitment  which  relates to the  Business  or the Assets or is
otherwise  in effect with  respect to any Acquired  Company  (collectively,  the
"Business  Commitments"),  including each Lease, and each franchise agreement to
which any Acquired Company is party and which shall be listed on Schedule 4.1(G)
under the  sub-heading  "Franchise  Agreements"  (collectively,  the  "Franchise
Agreements"),  is in full force and effect and  represents the valid and binding
obligation, in accordance with its terms, of the Seller and any Acquired Company
that is a party thereto,  and to the knowledge of the Seller, the other party or
parties  thereto,  except  where the failure to be in such full force and effect
and to be the valid and binding  obligation  could not reasonably be anticipated
to result in a Material Adverse Effect on the Business.

                  (ii)  With  respect  to each  Business  Commitment  (including
without limitation each Lease and each Franchise Agreement),  each of the Seller
and any Acquired Company and, to the knowledge of the Seller, the other party or
parties  thereto,  has performed all obligations  required to be performed by it
thereunder through the date hereof and is not (with or without the lapse of time
or the giving of notice,  or both) in default under any such Commitment,  except
in each case for any  failure to perform or default as could not  reasonably  be
anticipated  to result in a Material  Adverse Effect on the Business and none of
the Seller or any  Acquired  Company has  received  any written  notice or other
notice given in accordance with the notice provisions of the relevant Commitment
of any such existing default (whether monetary or nonmonetary) or termination of
any such  Commitment  from any other party thereto which has not been withdrawn,
cured or received within the past twelve (12) months.

                  (iii) Except as set forth on Schedule 4.1(G)(iii), each of the
Acquired  Companies  have  duly  obtained  and  legally  and  validly  holds all
certificates of need, permits, titles, fuel permits, licenses (including without
limitation liquor licenses,  restaurant licenses,  franchises and certificates),
approvals,  consents  and  authorizations  issued  by  any  Governmental  Entity
(collectively,  "Licenses") necessary under applicable Laws for the operation of
the  Business  (except  any  operations  of EMA)  as  presently  conducted  (the
"Business  Licenses")  except where the failure to have  obtained or to hold any
such Business  License could not  reasonably be  anticipated  to have a Material
Adverse  Effect on the  Business.  Listed or to be listed under the  sub-heading
"Licenses"  on Schedule  4.1(G)  (which  sub-heading  will be  delivered  to the
Purchaser  as  provided  in Section  6.14) are and will be all of the  Threshold
Licenses (as hereinafter  defined).  All of the Business  Licenses are valid, in
good standing and in full force and effect except where the failure to be valid,
in  good  standing  and in  full  force  and  effect  could  not  reasonably  be
anticipated to have a Material Adverse Effect on the Business. No claim, action,
suit,  proceeding  or  investigation  in or before  (or which  would be  brought
before) or being conducted by (or which would be conducted by) any  Governmental
Entity (a "Legal  Proceeding")  against the Seller or any  Acquired  Company has
been commenced, or to the knowledge of the Seller,  threatened,  which would, if
successful  on  the  merits,  lead  to a  revocation,  suspension,  or  material
limitation  of the  rights of any  Acquired  Company  under any of the  Business
Licenses, and the Seller and each Acquired Company is in compliance with each of
such  Licenses  except  for any  failure  to comply as could not  reasonably  be
anticipated to result in a Material Adverse Effect on the Business.

                  (iv)  Without   limiting  the  generality  of  the  foregoing,
Schedule 4.1(G) lists each Business Commitment of the type described below:

                           (a)   Any   employment,   severance   or   consulting
Commitment with any Company Employee or Seller Employee;

                           (b) Any  Commitment or series of related  Commitments
for capital  expenditures  or the  acquisition or  construction  of fixed assets
which  requires or require per Commitment  future  payments or  expenditures  in
excess of $25,000 (other than any such Commitment  which will be fully performed
prior to the Closing Date);

                           (c)  Any   Commitment   granting   to  any  Person  a
first-refusal,  first-offer  or other  right to  purchase  or acquire any of the
Assets,  the Transferred  Seller Assets, the Shares, or Equity Securities in any
Acquired Company or in EMA;

                           (d) Any  Commitment  relating  to or  evidencing  any
license or royalty agreement with respect to any Intellectual Property;

                           (e) Any Threshold  Commitment with any manufacturer's
representative  or other sales agent or relating to  distribution  or commission
arrangements;

                           (f) Any Commitment  under which any Acquired  Company
or the  Seller  for the  Business  is:  (1) a lessee  of, or holds or uses,  any
machinery,  equipment,  vehicle or other tangible personal property owned by any
other  Person,  (2) a lessor  of real  property,  or (3) a lessor  of,  or makes
available for use by any other Person,  any tangible personal  property,  and in
the case of items (1) and (3) above requires aggregate annual payments in excess
of $25,000;

                           (g) Any Commitment with respect to a joint venture or
partnership  arrangement,  under which any Acquired Company is to become a joint
venturer or partner;

                           (h) Any Commitment granting a power of attorney;

                           (i)  Any  Commitment  of any  Acquired  Company  with
respect to letters of credit,  surety arrangements or other performance bonds or
pursuant to which any Assets are, or are to be,  subjected to a Lien, other than
Liens, if any, on Inventory securing ordinary course trade payables owing to the
respective  vendors of such  Inventory  other than  surety  bonds  issued in the
ordinary course of business with respect to insurance programs;

                           (j)  Any  confidentiality  Commitment  or  Commitment
limiting or  restricting  the ability of any Acquired  Company (or the Purchaser
following  the  Closing)  to  enter  into or  engage  in any  market  or line of
business;

                           (k) Any  Commitment  relating to (i) any borrowing by
any Acquired Company or (ii) any full or partial  guarantee or similar Liability
by any Acquired Company in respect of any Liability of any Person other than any
other Acquired Company; or

                           (l) Any Commitment  relating to services with respect
to the Owned Real Properties which requires  aggregate annual payments in excess
of $5,000.

         H. Real Properties.  (i) Schedule 4.1(H) lists all of the locations and
parcels  of real  estate  which are owned by any  Acquired  Company  (such  real
estate,  the "Owned Real  Properties").  Listed (under the heading  "Leases") on
Schedule 4.1(G) and on Schedule 4.1(H) are all of the leasehold interests of any
Acquired  Company (or the Seller to the extent  related to the  Business)  under
leases of real property (such leases, the "Leases",  and the real estate subject
to such leases, the "Leased Real Properties"). The locations and parcels of real
estate which  together  comprise the Leased Real  Properties  and the Owned Real
Properties  (collectively,  the  "Current  Locations")  comprise all of the real
estate  owned or leased  by the  Seller  for use in the  Business  as  presently
conducted or by any Acquired  Company.  Each Acquired Company listed on Schedule
4.1(H) or  Schedule  4.1(G) as the owner of any Owned  Real  Property  or as the
holder of any  leasehold  interest  in any  Leased  Real  Property  has good and
marketable  title to such Owned Real  Property and to such  leasehold  interest,
free and clear of all Liens  except as set forth on Schedule  4.1(H).  Except as
set forth on Schedule  4.1(H),  there are no subtenants under any of the Leases,
and the Seller has delivered to the Purchaser  true and complete  copies of each
Lease  and of all  extensions,  renewals,  guaranties,  waivers  and  amendments
thereto.

                  (ii)  Except as set forth on Schedule  4.1(H),  on each of the
Current  Locations (other than the Head Office),  a "Fuddruckers"  restaurant is
presently open and operating in the ordinary course.

                  (iii) Except as set forth on Schedule 4.1(H), no condemnation,
zoning,  environmental or other land use regulation  proceedings are pending, or
to the knowledge of the Seller,  threatened,  with respect to any of the Current
Locations,  nor has  any  such  property  been  condemned  except  for any  such
condemnation  which  does not and will not impair  the  ability  of any  Current
Location to be operated in accordance with  applicable  zoning or other land use
Laws as a restaurant  substantially in the manner operated  immediately prior to
such  condemnation.  All past and ongoing  improvements at the Current Locations
were performed, and are being performed, in accordance with applicable Laws.

                  (iv) Except as set forth on Schedule 4.1(H) and except for any
such failure to have access as could not  reasonably be anticipated to result in
a Material Adverse Effect on the Business, the Acquired Companies have access to
public roads or valid  easements  over private  streets or private  property for
such  ingress to and egress from each of the Current  Locations  as is necessary
for the conduct of the Business as  conducted as of the date hereof,  and to the
knowledge of the Seller,  no change  therein has been  proposed by any Person or
Governmental  Entity. The consummation of the transactions  contemplated by this
Agreement will not adversely affect any such access or easements.

                  (v)  Except  as set  forth on  Schedule  4.1(H),  there are no
special  assessments  filed,  pending or, to the Seller's  knowledge,  proposed,
against the Owned Real  Properties or any portion  thereof,  including,  without
limitation, any street improvement or special district assessments.

                  (vi)  Except as set  forth on  Schedule  4.1(H),  there are no
so-called  "linkage"  payments,  "impact fees,"  "voluntary  contributions,"  or
"voluntary  payments"  due  and/or  payable  with  respect  to  the  Owned  Real
Properties.

                  (vii) Except as set forth on Schedule  4.1(H),  the Owned Real
Properties  are each legal and  separate  lot(s)  under  applicable  subdivision
statutes  and  ordinances  and  for tax  assessment  purposes,  and are  each an
independent  unit which does not rely on any  facility or  property  (other than
facilities of public  utility and water  companies)  located on any property not
included in such Owned Real  Property (a) to fulfill any zoning or building code
or any other municipal or governmental requirement or structural support, or (b)
except for common areas or shared services reflected in any Business  Commitment
listed  on  Schedule  4.1(G),  for  furnishing  essential  building  systems  of
utilities,  including,  without  limitation,   electrical,  plumbing,  drainage,
mechanical,  heating,  ventilating and air conditioning systems; and no building
or other improvements not included in any such Owned Real Property relies on any
part of the Owned Real  Property  to fulfill any  zoning,  building  code or any
other  governmental  or municipal  requirement,  or structural  support,  or the
furnishing to such building or improvement of any essential  building  system or
utilities. The Seller has not received, nor, to the Seller's knowledge, is there
any  violation  or any notice or record of any  violation,  of any  restriction,
condition,  covenant or agreement  concerning the Owned Real Property or the use
thereof  contained  in  any  instrument  of  record  or in any  federal,  state,
municipal or  governmental  permit,  rule or regulation  applicable to the Owned
Real  Property  except for any such  violation  which  could not  reasonably  be
anticipated to have a Material Adverse Effect on the Business.

                  (viii) To the  Seller's  knowledge,  there are no  restrictive
covenants or  agreements  affecting any of the Owned Real  Properties  except as
reflected on Schedule 4.1(H).

                  (ix) Except as expressly set forth in the Leases and except as
set forth on Schedule 4.1(H), none of the Seller with respect to the Business or
any Acquired  Company is subject to any  obligation to pay any broker's or other
fee or commission  upon the renewal of any Lease or the purchase or lease of any
Current Locations or additional "Fuddruckers" locations.

         I.  Other  Assets.  Except as set  forth on  Schedule  4.1(I),  (a) the
Company  owns  all of the  Assets  located  at  each  of the  Current  Locations
occupied,  owned or leased by it as specified on Schedule 4.1(H) and on Schedule
4.1(G) and at its  principal  place of business  located at 55  Ferncroft  Road,
Danvers,  MA 01923  (the  "Head  Office"),  and (b) ARVI owns all of the  Assets
located at each of the Current  Locations  occupied or leased by it as specified
on Schedule 4.1(G).  Except as set forth on Schedule 4.1(I),  the Company,  ARVI
and the Seller have (and as to the Transferred Seller Assets, at the Closing the
Company  will have)  good and  marketable  title to all  Assets and  Transferred
Seller  Assets  free and clear of all Liens other than Liens for Taxes which are
not due and payable or which may  thereafter  be paid without  penalty and which
are reflected in the March Balance Sheet and which will be reflected in the June
Financials  and in the Closing  Statement  (to the extent  that they  constitute
Current  Liabilities).  All of the  Assets  and the  Transferred  Seller  Assets
necessary to operate the  Business as  currently  conducted  are  maintained  in
current operating condition,  normal wear and tear excepted. Except as set forth
on Schedule  4.1(I),  the Assets,  together  with the Owned Real  Property,  the
Leases and the Transferred Seller Assets, taken as a whole,  comprise all assets
necessary  to operate the Business as presently  conducted,  provided,  however,
that the Seller makes no representation as to the sufficiency or adequacy of the
Transferred  Seller Assets to perform  corporate  overhead  functions  currently
being  performed  for the  Business  and the  Acquired  Companies by the Seller,
including  without  limitation  functions  relating to payroll,  preparation  of
financial  statements and  management  reports,  purchasing,  insurance and risk
management,  non-store  level  technology  and management  information  systems,
employee benefits, and mail room and related functions.

         J. Intellectual Property. Set forth on Schedule 4.1(J) is a list of all
licenses, patents, copyrights,  designs and drawings, trademarks, service marks,
trade names, computer software,  and other intellectual property rights, and all
applications therefor and registrations thereof (collectively, together with all
engineering and manufacturing documents, technical manuals, patterns, processes,
formulae,   know  how,  trade  secrets,   and   Proprietary   Information,   the
"Intellectual  Property") to the extent such are currently used or were designed
for use  (whether or not  currently  used) in the  operation  of the Business as
presently conducted,  indicating in each case whether such Intellectual Property
is owned or licensed  and if any Person  other than the Company owns or licenses
the same, the name of such other Person. Except as set forth on Schedule 4.1(J),
the use of the Intellectual Property listed on Schedule 4.1(J) as currently used
does not infringe upon any  intellectual  property  rights of others and none of
the Seller or any Acquired Company has received any written notice of a conflict
with the  asserted  rights  of  others  in  connection  with the use of any such
Intellectual  Property that has not been  satisfied or withdrawn.  Except as set
forth on Schedule  4.1(J),  the Seller has no knowledge of any infringing use of
any  Intellectual  Property  listed on  Schedule  4.1(J) by  others,  and to the
Seller's  knowledge,  no  franchisees  of the Seller or of any Acquired  Company
claims or has ever claimed any rights in any such  Intellectual  Property  other
than in  accordance  with  their  rights  as  franchisees  under  the  Franchise
Agreements.

         K.  Litigation.  Except as set forth on Schedule  4.1(K),  there are no
Legal Proceedings  pending or, to the knowledge of the Seller,  threatened:  (i)
against or involving any Acquired  Company,  the Seller to the extent related to
the Business,  the Shares,  any of the Assets or any of the  Transferred  Seller
Assets,  or that  may,  with the  passage  of time or  otherwise,  result in the
imposition of a mechanic's,  serviceman's,  materialman's or any other Lien with
respect  to any of the  Current  Locations,  or (ii)  against or  involving  any
Acquired  Company  or  the  Seller,  by any  Company  Employee  (as  hereinafter
defined),  Seller  Employee (as  hereinafter  defined),  or Former  Employee (as
hereinafter  defined) arising out of employment by any Acquired Company,  or the
Seller  relating  to  the  Business,  including  without  limitation  any  Legal
Proceeding for unlawful employment  practices or discrimination in employment or
(iii)  against or  involving  any  predecessors  or  Affiliates  of any Acquired
Company or the Seller to the extent related to the Business,  the Shares, any of
the Assets or any of the  Transferred  Seller Assets or (iv) that seek to enjoin
or  obtain  damages  in  respect  of  the   consummation  of  the   transactions
contemplated by this Agreement. None of the Seller or any Acquired Company is in
default with respect to any Order.

         L.  Compliance  With Laws.  (i) The  Business is operated  and has been
operated in  compliance  (and the Current  Locations  and the  Seller's  and any
Acquired  Company's use of the same comply) with all applicable Laws,  including
without  limitation the Americans with Disabilities Act and all Laws relating to
wage and hour restrictions,  payment of minimum wages, minimum age of employees,
liquor,  food and beverage quality standards or disclosures  (including  without
limitation  any  so-called  "Consumer   Protection"  Laws),   entertainment  and
restaurant licensing, zoning and property use, or noise and nuisance, except for
any failure to so comply as could not  reasonably be  anticipated to result in a
Material Adverse Effect on the Business.

                  (ii) Without  limiting the generality of clause (i) above, the
Seller  has made all  filings  required  to be filed by it under the  Securities
Exchange  Act of 1934,  including  each  Current  Report on Form  8-K,  Proxy or
Information  Statement,  Annual Report on Form 10-K and Quarterly Report on Form
10-Q (collectively,  the "SEC Reports"). The SEC Reports, as of their respective
filing dates,  complied as to form in all material  respects with the applicable
requirements  of the  Securities  Exchange Act of 1934, and did not, as of their
respective filing dates, 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  made therein,  in light of the  circumstances  under which they were
made, not misleading.

                  (iii) (a) Without limiting the generality of clause (i) above,
none of the Seller or any  Acquired  Company has  Liability  under any, and each
Acquired  Company is presently in compliance  with, all  Environmental  Laws (as
hereinafter  defined),  except  for  any  failure  to so  comply  as  could  not
reasonably  be  anticipated  to  result  in a  Material  Adverse  Effect  on the
Business,  applicable  to (1) the  Current  Locations,  and any  facilities  and
operations  thereon,  (2) any  other  location  which  the  Seller or any of its
Affiliates has at any time leased or owned for use in, or at which the Seller or
any of its Affiliates has at any time conducted,  the Business, or (3) any other
location which any Acquired Company,  or any Affiliate of any one of them has at
any time leased or owned,  or at which any Acquired  Company or any Affiliate of
any  one of  them  has at any  time  conducted  any  activities  or  operations,
including without  limitation the Business (all such other locations referred to
in  paragraph  (2) and (3)  above,  the  "Other  Locations");  (b) the  Acquired
Companies have all Licenses  necessary under all applicable  Environmental  Laws
for the conduct of the  Business  and their  activities  and  operations  at the
Current Locations,  which Licenses are or will be listed on Schedule 4.1(G); (c)
except as set forth on Schedule  4.1(L),  to the knowledge of the Seller,  there
exists no Environmental  Condition (as hereinafter  defined) with respect to any
of the Current  Locations or any facilities or operations  thereon or any of the
Other Locations or any facilities or operations thereon;  (d) none of the Seller
or any  Acquired  Company has  generated,  manufactured,  refined,  transported,
treated,  stored, handled,  disposed of, transferred,  produced or processed any
Hazardous  Materials  (as  hereinafter  defined) in violation of any  applicable
Environmental Laws, except for any violation of such Environmental Laws as could
not  reasonably be  anticipated  to result in a Material  Adverse  Effect on the
Business;  (e) except as set forth on Schedule  4.1(L),  to the knowledge of the
Seller,  there  has been no  Release  or Threat of  Release  (as such  terms are
hereinafter  defined) of any Hazardous Materials at the Current Locations or any
of the Other  Locations;  (f) none of the Seller  with  respect  to any  Current
Location  or  Other  Location  or any  Acquired  Company  has  entered  into any
Commitments  relating to cleanup,  abatement or other actions in connection with
any Environmental  Condition; (g) none of the Seller or any Acquired Company has
received a request for information,  notice, demand letter, or notice of a Legal
Proceeding with respect to any  Environmental  Condition  relating to any of the
Current  Locations or any  facilities  or operations  thereon,  any of the Other
Locations or any facilities or operations  thereon or the  generation,  storage,
handling,  treatment,  transportation  or disposal of Hazardous  Materials at or
from any such  Location;  (h) none of the Seller or any  Acquired  Company is in
violation of any Environmental Laws relating to asbestos or asbestos  containing
materials;  (i) except as set forth on Schedule 4.1(L),  to the knowledge of the
Seller,  no  polychlorinated  biphenyls are used or stored at any of the Current
Locations;  (j) except as set forth on Schedule 4.1(L),  to the knowledge of the
Seller,  none of the Seller or any Acquired  Company  currently uses any private
water or sewer  system at any of the Current  Locations,  but rather uses public
water and sewer systems at all of the Current  Locations;  and (k) except as set
forth on Schedule 4.1(L), to the knowledge of the Seller, no underground storage
tanks exist at or on any of the Current Locations.

                  (iv) For purposes of this Agreement, the following terms shall
have the following meanings:

                           (a)  "Environment"  shall mean soil,  surface waters,
groundwater,  land,  stream and other sediments,  surface or subsurface  strata,
ambient air and any other environmental medium.

                           (b)   "Environmental   Condition"   shall   mean  any
condition with respect to the Environment,  whether or not yet discovered, which
results, could reasonably be expected to result, or has resulted in any material
damage, loss, cost, expense, claim, demand, Order or Liability to or against the
Seller or any Acquired Company by any Person (including  without  limitation any
Governmental Entity) under any Environmental Law.

                           (c)  "Environmental  Laws"  shall  mean  any  and all
applicable  federal,  state,  county or local laws,  ordinances  or  regulations
relating  to (1)  the  generation,  discharge,  release,  containment,  storage,
transportation  or cleanup  of  Hazardous  Materials  or other  contaminants  or
similar  materials  and  (2) the  protection  of  human  health,  safety  or the
environment,  including,  without  limitation,  the Comprehensive  Environmental
Response,  Compensation  Liability Act of 1980, 42 U.S.C.  ss.9601 et seq.,  the
Solid Waste  Disposal  Act, 42 U.S.C.  ss.6901 et seq.,  and any other  federal,
state,  county,  or local  statutes or  implementing  regulations  (or any other
statutes or implementing  regulations of any other Governmental Entity) relating
to,   regulating,   or  having   jurisdiction  over  any  Hazardous   Materials,
Environmental Condition, Release, or Threat of Release (all as amended).

                           (d) "Hazardous  Materials" shall mean any pollutants,
toxic substances, hazardous wastes, hazardous materials, hazardous substances or
oil or other petroleum products, including, without limitation,  polychlorinated
biphenyls,  asbestos and asbestos containing materials,  as any of the foregoing
may be defined in any Environmental Law.

                           (e)  "Release"  shall mean any  releasing,  spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, disposing or dumping into the Environment.

                           (f)  "Threat of  Release"  shall  mean a  substantial
likelihood of a Release which requires  action to prevent or mitigate  damage to
the Environment which may result from such Release.

                           (g)  "Governmental  Entity"  shall mean any  federal,
state or local,  domestic or foreign,  court,  government,  governmental agency,
authority, entity or instrumentality.

         M. Employee  Matters.  (i) Schedule 4.1(M)  accurately lists all of the
current employees of the Acquired  Companies (the "Company  Employees"),  all of
the Seller  Employees (as hereinafter  defined),  and all Employee Benefit Plans
and Benefit  Arrangements  currently  applicable  to Company  Employees,  Seller
Employees or Former Employees (as hereinafter  defined).  Except as set forth on
Schedule  4.1(M),  each  Employee  Benefit Plan complies in all respects and has
been operated and  administered  in all respects in accordance with the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), to the extent that
ERISA is applicable, and all other applicable Laws, except for any failure to so
comply  or to be so  operated  and  administered  as  could  not  reasonably  be
anticipated  to  result  in a  Material  Adverse  Effect  on  the  Business;  no
"reportable  event"  (for  which the  notice  requirement  is not  waived by the
applicable regulations under ERISA), "prohibited transaction" (as such terms are
defined in ERISA and the Code, as applicable)  or termination  has occurred with
respect to any Employee  Benefit Plan; and each Employee Benefit Plan that is an
"employee  pension  benefit  plan" as defined in Section  3(2) of ERISA has been
determined  by the Internal  Revenue  Service (the "IRS") to be qualified  under
Section 401(a) of the Code, and to the Seller's knowledge,  no event or omission
has  occurred  which would  cause any such  Employee  Benefit  Plan to lose such
qualification.  Except as set forth on  Schedule  4.1(M),  no Company  Employee,
Seller  Employee or Former  Employee nor any  beneficiary or dependent of any of
them is or may  become  entitled  to post  employment  health  care or any other
non-pension  benefits  (other  than  as  required  by Law) by  reason  of  their
employment  by the  Seller  or any  Acquired  Company  or  termination  of  such
employment and no Company Employee, Seller Employee or Former Employee will have
rights to any severance payment or any other benefits by reason of the execution
or  delivery  of  this  Agreement  or  the   consummation  of  the  transactions
contemplated  hereby  or,  subject  to  Section  13.16  in the  event  of  their
termination  prior to or  following  the  Closing by the Seller or any  Acquired
Company.  The Seller has made  available  to the  Purchaser  all  material  plan
documents and other material  documents  relating to the Employee  Benefit Plans
and Benefit Arrangements.

                  (ii)     For purposes of this Agreement:

                           (a) the  term  "Arrangements"  means  all  employment
policies,  practices  or other  arrangements  to provide  employee or  executive
compensation  or benefits  with  respect to employees  and/or  their  spouses or
beneficiaries,  including  without  limitation  any such  policies or  practices
relating to life and health insurance, hospitalization, savings, bonus, deferred
compensation,  incentive compensation,  holiday,  vacation,  severance pay, sick
pay, sick leave,  disability,  tuition  refunds,  service awards,  company cars,
scholarships,  relocation, patent awards, fringe benefits, contracts, collective
bargaining   agreements,   individual   employment,   consultancy  or  severance
contracts; but excluding in all events Benefit Plans;

                           (b)  the  term  "Benefit   Arrangements"   means  all
Arrangements  that  the  Seller  or any  Acquired  Company  is  providing  or is
obligated to provide,  or under which the Seller or any Acquired Company has any
obligation to make any contributions or other payments,  with respect to Company
Employees,  Seller  Employees,  Former  Employees and/or any of their spouses or
beneficiaries;

                           (c) the term "Benefit  Plans" shall mean each and all
"employee benefit plans" as defined in Section 3(3) of ERISA;

                           (d) the term "Employee  Benefit Plans" means each and
all Benefit Plans  required to be maintained or  contributed to by the Seller or
any Acquired Company or in which the Seller or any Acquired Company participates
or under which the Seller or any Acquired Company has any obligation to make any
contributions or other payments or provides any benefits with respect to Company
Employees,  Seller  Employees,  Former  Employees and/or any of their spouses or
beneficiaries,  including (1) any such plan that is an "employee welfare benefit
plan" as defined in Section 3(l) of ERISA,  including  retiree  medical and life
insurance plans and (2) any such plan that is an "employee pension benefit plan"
as defined in Section 3(2) of ERISA; and

                           (e) the term "Former  Employees"  means all employees
employed by any Acquired  Company,  or the Seller for the Business,  at any time
prior to the Closing but not employed by any  Acquired  Company or the Seller on
the date hereof, including any person on long-term leave of absence or long-term
disability on the date hereof.

         N. Labor  Relations.  No Company Employee or Seller Employee is a party
to or subject to any collective  bargaining  agreements.  Except as set forth on
Schedule  4.1(M):  (i)  none  of the  Seller  or any  Acquired  Company  has any
personnel policy applicable to, any Company Employee,  Seller Employee or Former
Employee;  and (ii) there are,  and have been  within  the last four  years,  no
strikes  or  work  slowdowns  pending  or,  to  the  knowledge  of  the  Seller,
threatened,  against or affecting any Acquired  Company or the Business.  To the
knowledge of Seller, no union organizational  campaign is currently, or has been
within the last four years,  pending with  respect to employees  involved in the
Business.

         O. Insurance  Policies.  Schedule 4.1(O)  accurately lists all workers,
compensation,  general liability, casualty, property damage, products liability,
auto  liability,  excess  general  liability  or any other  insurance  policy or
program  (collectively,  "Insurance"),  which the Seller currently  maintains in
force and covering the Business,  the Assets,  the Transferred  Seller Assets or
the Current Locations or any facilities or operations thereon, including (i) the
broker for each such policy of  Insurance  and (ii) the periods  covered by each
such policy of Insurance.  Except as set forth on Schedule 4.1(O),  (i) all such
Insurance is in full force and effect, (ii) all premiums,  including any current
or future retrospective  premiums or other like arrangement with respect to such
policies of Insurance which are currently  maintained have been paid when due or
have been  accrued  on the March  Balance  Sheet (or will be accrued on the June
Financials and on the Closing Statement),  (iii) no recommendation has been made
by any insurer to the Seller or any Acquired  Company  under any such  currently
maintained  policy  of  Insurance  which  is  required  for  or  relates  to the
maintenance  or renewal of any such policy,  (iv) no notice of  cancellation  or
termination has been received with respect to any such policy of Insurance,  (v)
except as set forth in Schedule  4.1(O),  no claim is currently  reserved or, to
the  knowledge of the Seller,  should be reserved  under any policy of Insurance
involving  an  amount  in  excess  of  $5,000,  and (vi) all such  Insurance  is
so-called "occurrence-based"  Insurance. Except as set forth on Schedule 4.1(O),
none of the  Seller  or any  Acquired  Company  has and in the  past has had any
Insurance which is or was maintained as self-insurance.

         P. Taxes.  (i) Except as set forth on  Schedule  4.1(P) or as could not
reasonably be anticipated  to result in a Material  Adverse Effect on the Seller
or the Business,  (A) all Tax Returns (as  hereinafter  defined)  required to be
filed by the Seller, any Acquired Company or any Applicable  Affiliate have been
filed on a timely  basis  under the Laws of each  jurisdiction  in which any Tax
Return is so required to be or to have been filed, (B) all such Tax Returns were
complete  and  accurate  as filed,  and (C) all Taxes shown as owing on such Tax
Returns  and all other  Taxes owed by the Seller,  any  Acquired  Company or any
Applicable  Affiliate have been paid,  whether or not such Taxes are disputed or
shown on any Tax Return.  For purposes of this Agreement,  the term  "Applicable
Affiliate"  means any Person that,  on or before the Closing  Date,  is or was a
member of any "affiliated  group" within the meaning of Code section 1504(a) (or
similar group defined under a similar provision of state,  local or foreign Law)
that filed a  consolidated  federal  income Tax Return that includes or included
any of the Acquired  Companies or for any Taxes of which any Acquired Company is
or could be liable  (jointly and severally or otherwise).  All Taxes relating to
the Acquired  Companies,  the Business (excluding EMA), the Assets or the Seller
Assets not yet due but accruable in  accordance  with GAAP on or before the date
hereof or  allocable  to a period  ending on or before  the date  hereof or to a
portion of a period  beginning before and ending after the date hereof have been
adequately  reserved  for on the  Financial  Statements  and will be  adequately
reserved for on the June Financials and on the Closing Statement.  Except as set
forth on Schedule  4.1(P) or as could not reasonably be anticipated to result in
a Material Adverse Effect on the Seller or the Business, none of the Seller, any
Acquired Company or any Applicable  Affiliate has executed or filed with the IRS
or any other taxing authority any agreement  extending the period for filing any
Tax  Return  relating  to  or  otherwise  affecting  the  Seller,  the  Acquired
Companies, the Business (excluding EMA), the Assets or the Seller Assets.

                  (ii)  Except as set forth on  Schedule  4.1(P) or as could not
reasonably be anticipated  to result in a Material  Adverse Effect on the Seller
or the Business,  no claim for  assessment or collection of Taxes relating to or
otherwise affecting the Seller, the Acquired Companies,  the Business (excluding
EMA), the Assets or the Seller Assets has been asserted and is currently pending
against the Seller, any Acquired Company, any Applicable  Affiliate,  any of the
Assets or any of the Seller Assets.  None of the Seller, any Acquired Company or
any  Applicable  Affiliate  is a party to any pending  Legal  Proceeding  by any
Governmental  Entity for the  assessment or  collection of Taxes  relating to or
otherwise  affecting the Seller, any Acquired Company,  the Business  (excluding
EMA), the Assets or the Seller Assets.

                  (iii)  Except as set forth on Schedule  4.1(P) or as could not
reasonably be anticipated  to result in a Material  Adverse Effect on the Seller
or the Business, no waivers of statutes of limitation in respect of any Taxes or
Tax Returns relating to or otherwise affecting the Seller, any Acquired Company,
the Business (excluding EMA), the Assets or the Seller Assets have been given or
requested by the Seller, any Acquired Company,  or any Applicable  Affiliate nor
has the Seller, any Acquired Company, or any Applicable  Affiliate agreed to any
extension of time with respect to a Tax assessment or deficiency  relating to or
otherwise  affecting the Seller, any Acquired Company,  the Business  (excluding
EMA),  the Assets or the Seller  Assets.  The federal  income Tax Returns of, or
which include,  the Seller, any Acquired Company,  and any Applicable  Affiliate
for all periods to and  including  any period ended prior to July 1, 1996,  have
either been examined by the IRS or the period of limitations  for the assessment
or collection of any deficiency with respect to such period has expired.  Except
as noted on Schedule 4.1(P), to the Seller's knowledge no claim has been made at
any time by a  Governmental  Entity  in a  jurisdiction  where the  Seller,  any
Acquired  Company,  or any  Applicable  Affiliate  does not  currently  file Tax
Returns  that any of such  Persons  is or may be  subject  to  taxation  by such
jurisdiction  nor is the Seller aware that any such assertion of jurisdiction is
threatened. No security interests have been imposed upon or asserted against any
of the  Assets or Seller  Assets or the  Shares as a result of or in  connection
with any failure,  or alleged failure, to pay any Tax. No ruling with respect to
Taxes  (other  than a request  for  determination  of the status of a  qualified
pension  plan) has been  requested  by or on behalf of the Seller,  any Acquired
Company,  or any Applicable  Affiliate with respect to the Seller,  any Acquired
Company, the Business (excluding EMA), any Assets or any Seller Assets.

                  (iv) Except as  disclosed  on Schedule  4.1(P) or as could not
reasonably be anticipated  to result in a Material  Adverse Effect on the Seller
or the  Business:  (A) none of the Seller or any  Acquired  Company  has filed a
consent under Section 341(f) of the Code, (B) none of the Seller or any Acquired
Company is obligated to make any payments that may constitute  "excess parachute
payments," as defined in Section 280G of the Code, (C) none of the Seller or any
Acquired  Company has been a United  States real  property  holding  corporation
within the meaning of Section 897(c)(2) of the Code during the applicable period
specified in Section 897(c)(1)(A)(ii) of the Code, (D) none of the Seller or any
Acquired  Company is a party to any agreement that is or may be characterized as
a lease under the  safe-harbor  leasing  provisions  of Section  168(f)(8)  (now
repealed) of the Internal Revenue Code of 1954 that would result in any Asset or
Seller  Asset  being  treated  as owned by another  Person,  and (E) none of the
Assets or Seller Assets is tax-exempt use property within the meaning of Section
168(h) of the Code or tax-exempt  bond financed  property  within the meaning of
Section 168(g)(5) of the Code.

                  (v) The Seller has delivered to the Purchaser true and correct
copies of the federal income Tax Returns filed with respect to the Seller or any
Acquired  Company for tax years  ending in 1993,  1994,  1995,  1996,  and 1997.
Except as disclosed on Schedule 4.1(P), no such Tax Returns have been audited or
are  currently  the subject of audit.  The Seller has delivered to the Purchaser
correct  and  complete  copies of all  examination  reports  and  statements  of
deficiencies accrued against or agreed to by the Seller, any Acquired Company or
any Applicable Affiliate since June 25, 1992.

                  (vi) None of the Seller or any  Acquired  Company  has entered
into any  tax-sharing  agreement  or other  agreement,  whether or not  written,
providing for the payment of Taxes or entitlement to refunds and related matters
with any other party,  other than the Tax Allocation  Agreement (as  hereinafter
defined).

                  (vii)  Except as set forth on Schedule  4.1(P) or as could not
reasonably be anticipated  to result in a Material  Adverse Effect on the Seller
or the Business,  each of the Seller, the Acquired Companies and each Applicable
Affiliate  has  withheld  and paid all Taxes  required to be withheld or paid in
connection with any amounts paid or owing to any employee, creditor, independent
contractor, stockholder or other third party.

                  (viii) Except as set forth on Schedule  4.1(P) or as could not
reasonably be anticipated  to result in a Material  Adverse Effect on the Seller
or the Business,  none of the Assets or Seller Assets is held in an  arrangement
for which Tax Returns as a  partnership  have been,  are  required to, or may be
filed.

         Q. La Salsa.  As of the Closing,  no Acquired  Company has or will have
any  Liability  or  further  obligations  in  respect  of the La  Salsa  License
Agreement (the "La Salsa  Agreement")  made and executed as of February 14, 1996
by and among La Salsa Franchise,  Inc., La Salsa Holdings, Inc., the Company and
International, except for any Liabilities under Sections 3.7, 3.8(c), 3.8(d), 6,
7.3 with respect to fees incurred  prior to the  termination  which shall in any
case be Retained Liabilities hereunder,  8.1, 9, 10, 15.2 and 16 of the La Salsa
Agreement.

         R.  Solvency;  No  Successor  Liability.  Both  as of the  date of this
Agreement and taking into account the transactions  contemplated  hereby and the
intended or otherwise  anticipated  disposition of the proceeds thereof, (i) the
aggregate  fair market value of each of the  Seller's  and  Champps'  respective
assets is now and will then be greater than their respective  Liabilities;  (ii)
each  of the  Seller  and  Champps  is now  and  will  then  be  able to pay its
then-existing  debts as they become due in the  ordinary  course,  and (iii) the
fair salable value of each of the Seller's and Champps' respective assets is now
and will then be greater  than the  amount  that will be  required  to pay their
respective  probable  liability  on each of  their  then-existing  debts as they
become due.

         S. Brokers' Fees.  None of the Seller or any Acquired  Company,  or any
Affiliate  of any one of them has made any  agreement  or taken any other action
which will cause the Purchaser to become obligated for any broker's or other fee
or  commission  as a  result  of any of the  transactions  contemplated  by this
Agreement.

         T. Certain Payments.  None of the Seller, any Acquired Company,  or any
Affiliate,  director,  officer,  or  agent of any one of  them,  or any  Company
Employee, Seller Employee, or Former Employee, or to the Seller's knowledge, any
other Person  associated with or acting for or on behalf of any Acquired Company
or the Business  (except for EMA), has directly or indirectly given or agreed to
give any gift or similar  benefit to any  customer,  supplier,  employee  of any
Governmental  Entity,  or other Person who is or may be in a position to help or
hinder the Business  (except for EMA) (i) which subjected or could reasonably be
anticipated to subject the Seller or any Acquired Company to any suit, damage or
penalty in any civil or criminal Legal Proceeding, or (ii) which, in the case of
a payment  made  directly  or  indirectly  to an  official  or  employee  of any
Governmental Entity, constitutes an illegal bribe or kickback (or, if made to an
official or employee of a foreign  Governmental  Entity,  is unlawful  under the
Foreign  Corrupt  Practices  Act of  1977)  or,  in the case of a  payment  made
directly  or  indirectly  to a Person  other than an  official  or employee of a
Governmental  Entity,  constitutes an illegal  kickback or other illegal payment
under any Law which  subjects the payor to a criminal  penalty or,  except where
such loss could not reasonably be  anticipated  to result in a Material  Adverse
Effect on the Business,  the loss of a License or privilege to engage in a trade
or business or the termination of a Commitment.

         U. Relationships with Related Persons.  Except as set forth on Schedule
4.1(U),  none of the Seller or any current  Affiliate  thereof (other than those
Affiliates that are institutional stockholders of the Seller) owns, of record or
beneficially,  any Equity  Securities or any other  financial or profit interest
in, a Person  other than an  Acquired  Company or EMA that has (i) had  material
business dealings or a material  financial  interest in any transaction with any
other  Acquired  Company,  or (ii)  engaged in  competition  with any such other
Acquired Company in any market presently served by such other Acquired  Company,
except  in each case for the  ownership  of up to 2% of the  outstanding  Equity
Securities of any publicly traded corporation.

         V.  Franchise.  (i) From the time the Seller and each Acquired  Company
commenced  franchising,  the Seller and each Acquired Company have complied with
all domestic and, where applicable,  international  laws pertaining to the offer
and/or  sale  of  a  franchise  or   regulating   the   franchise   relationship
(collectively,  "Franchise Laws"), except for any failure to comply as could not
reasonably  be  anticipated  to  result  in a  Material  Adverse  Effect  on the
Business. As used in this Section 4.1(V),  "Seller" and "Acquired Company" shall
include each of their respective  predecessors and agents,  if any,  involved in
"Fuddruckers"  franchising  activity;  and "laws"  and  "Franchise  Laws"  shall
include  but  not  be  limited  to  statutes,   regulations,   rules,  policies,
interpretations,  judicial and  administrative  opinions,  and  guidelines  and,
further,  shall include business opportunity laws to the extent any such law may
be deemed  applicable by any regulatory  authority or court to the "Fuddruckers"
franchising activities of the Seller and each Acquired Company.

                  (ii) None of the Seller or any  Acquired  Company has made any
statement  or  omission  in  any  registration  application,   notice,  offering
circular,  franchise  agreement or related  document  that either has been filed
with any  Governmental  Entity or  provided  to any  franchisee  or  prospective
franchisee,  which it knew or  should  have  known  was  materially  incomplete,
inaccurate,  deceptive, false or misleading.  None of the Seller or any Acquired
Company  has made any  representations,  written or oral,  or  omissions  to any
Governmental  Entity,  franchisee or  prospective  franchisee,  which it knew or
should  have  known  was  materially   inconsistent  or   contradictory  to  the
disclosures contained in any registration application,  or offering circular, or
that were otherwise materially  deceptive,  false or misleading.  The Seller and
each  Acquired  Company  have not made any  "earnings  claims",  as that term is
defined by or  understood  in  connection  with the Uniform  Franchise  Offering
Circular Guidelines promulgated by the North American Securities Administrators'
Association, to franchisees or prospective franchisees except in compliance with
all Franchise Laws.

                  (iii) Schedule  4.1(V) lists each state or other  jurisdiction
in  which  the  Seller  or  any  Acquired  Company  has  undertaken  franchising
activities.  The Franchise Agreements constitute all of the franchise agreements
(and all oral or written amendments thereto) to which the Seller (in relation to
the Business) or any Acquired Company is a party. Each Franchise Agreement is in
full  force and  effect  and  represents  the  valid,  binding  and  enforceable
obligation of the Seller or any Acquired Company, and to the Seller's knowledge,
each of the other parties thereto. The Seller and each Acquired Company have not
attempted  to enforce any terms or  provisions  in any  "Fuddruckers"  franchise
agreement (including, without limitation, any Franchise Agreement) in a way that
would result in its violation of or noncompliance with any applicable  Franchise
Laws except for any such violation or  noncompliance  as could not reasonably be
anticipated to result in a Material Adverse Effect on the Business.

                  (iv)  Prior to each offer  and/or  sale of a  franchise,  each
prospective  franchisee  received all offering  circulars  and other  disclosure
documents (collectively,  "disclosure documents") required to be provided by all
then applicable  Franchise Laws and, further, all such disclosure documents were
provided within timelines prescribed by all such applicable Franchise Laws.

                  (v) Each offer and/or sale of a "Fuddruckers" franchise by the
Seller or any Acquired Company occurred at a time when all material  information
contained in the offering  circular and other  required  documents  disclosed in
each such transaction was current as of that time except for any such failure to
be current as could not reasonably be anticipated to result in a Material Averse
Effect on the Business.

                  (vi) Whenever the Seller or any Acquired  Company has offered,
attempted to sell or sold a "Fuddruckers" franchise in any state that had at the
relevant  time  a  franchise  registration  statute,  rule  or  regulation,  the
"Fuddrucker's"  franchise offering has been effectively and lawfully  registered
with each such state  except for any  failure to be so  registered  as could not
reasonably  be  anticipated  to  result  in a  Material  Adverse  Effect  on the
Business.

                  (vii) All offering  circulars  (with  attachments and exhibits
thereto including the standard  "Fuddruckers"  franchise agreements then in use)
registered with each state or Governmental  Entity, or provided by the Seller or
any Acquired Company to any prospective  franchisee in connection with any offer
and/or sale of a "Fuddruckers"  franchise,  have substantially complied with the
format  and  content  requirements  of that  state's  or  Governmental  Entity's
applicable  Franchise  Laws.  With respect to offers and/or sales  involving any
registration state,  prospective  franchisees received disclosure documents that
were identical in form and content as the then effectively registered disclosure
documents.

                  (viii)  There are no  existing  or  impending  defaults by the
Seller or any Acquired  Company  under any of the  Franchise  Agreements  and no
event  has  occurred  which  (with  notice,  or lapse of  time,  or both)  would
constitute a default by Seller or any Acquired Company thereunder.

                  (ix) The Seller has made  available to the Purchaser  complete
and accurate  copies of the  following  past,  present and pending  documents or
information:

                           (a)  Any  documents  received  by the  Seller  or any
Acquired Company and the outside  franchise counsel of the same, during the last
five years, from the Federal Trade Commission or any other  Governmental  Entity
relating  to any  "Fuddruckers"  franchising  activity,  including  activity  in
connection with any  registration  or attempted  registration of a "Fuddruckers"
franchise offering.

                           (b) All current offering circulars (with attachments,
accompanying  submissions  and  exhibits) in the form filed or registered in any
state or other jurisdiction.

                           (c) All franchise agreements (with related contracts,
amendments,  attachments  and  exhibits  thereto,  whether  oral or written) for
currently open franchises and franchises  closed since 1993,  including  without
limitation  the Franchise  Agreements and any documents  (including  notices and
correspondence) related to the performance (or alleged failure of performance or
default) of the Seller or any  Acquired  Company and each  franchisee  under the
applicable franchise agreements.

                           (d) All documents relating to the transfer or sale of
a  franchise  by a  franchisee  and the  Seller's  and each  Acquired  Company's
assistance,  if any,  with the same and all  franchises  (y)  terminated  by any
Acquired  Company or the Seller  before the  expiration of their term or (z) not
renewed at the end of the franchise agreement's terms.

                           (e) All versions of any current  operating manual for
franchisees.

         W. Champps.  Champps is a corporation duly organized,  validly existing
and in good standing  under the Laws of the State of Minnesota.  Champps has all
requisite  corporate  power and authority to execute and deliver this  Agreement
and to perform its  obligations  hereunder.  The  execution and delivery of this
Agreement and the  consummation by Champps of the  transactions  contemplated by
the terms and  provisions of this  Agreement to be performed by it has been duly
authorized  by all  requisite  corporate  action.  This  Agreement has been duly
executed by Champps  and,  assuming the due  execution of this  Agreement by the
Purchaser,  this Agreement constitutes a valid and binding obligation of Champps
enforceable  against  it in  accordance  with its terms,  subject to  applicable
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  Laws
relating to creditors'  rights  generally  and to general  principles of equity.
Neither  the  execution  and  delivery  by  Champps  of this  Agreement  nor the
consummation by Champps of the transactions contemplated hereby: (i) violates or
will violate any Law  applicable  to Champps;  (ii) violates or will violate any
Order  applicable  to  Champps;  (iii)  results or will result in a breach of or
default under the certificate or articles of incorporation or bylaws of Champps,
or  conflicts  or will  conflict  or results or will result in any breach of any
Commitment  applicable to Champps; (iv) results or will result in the imposition
of any Lien on any of Champps' assets; or (v) results or will result and/or give
rise to any claim or judgment against  Champps,  except for any of the foregoing
as could not reasonably be anticipated to result in a Material Adverse Effect on
Champps.

         X. EMA.  Schedule 4.1(X) lists:  (a) all of the  Commitments  (the "EMA
Agreements")  to which  the  Company  is a party  relating  to EMA,  and (b) all
Liabilities  of the  Company  towards  EMA or its  stockholders  (other than the
Company)  which are not  contained  in the EMA  Agreements.  The  Company  is in
compliance  with all of its  obligations  under the EMA Agreements and the other
Liabilities the existence of which are listed on Schedule  4.1(X),  except where
the failure to so comply  could not  reasonably  be  anticipated  to result in a
Material  Adverse  Effect on the  Business.  The Seller has  delivered  true and
complete copies of all of the EMA Agreements to the Purchaser.

         Y.  ARVI.  The  Company  has  no   contractual   obligations  or  other
Liabilities  towards  ARVI or the other  stockholders  thereof  except for those
obligations  as are found in the  Commitments  listed  on  Schedule  4.1(Y)  and
obligations  imposed  under the  corporate  Laws of the State of  Virginia.  The
Company has the right to purchase all of NARLP's  Equity  Securities  in ARVI on
January 31, 2000 for $5,400,000 under the terms of the Put/Call  Agreement dated
as of October 22, 1993 as amended  November 24, 1993 (the "Put/Call  Agreement")
between the Company and New American Restaurants Limited Partnership  ("NARLP").
The "Investor Value Added", as defined in the Put/Call Agreement, is zero.

         Section 4.2 Certain Defined Terms. As used in the foregoing Section 4.1
and  elsewhere  in this  Agreement,  the terms set forth  below  shall  have the
following meanings:

                  "Assets".  As used herein, the term "Assets" shall mean all of
the properties (including without limitation the Owned Real Properties), rights,
claims,  judgments,  cash (to the extent included in the Working Capital and the
Final Working Capital),  Commitments,  Licenses,  Intellectual Property,  Equity
Securities,  machinery,  equipment,  leasehold  improvements,  vehicles,  parts,
furniture,  furnishings,  plant and office  equipment and other assets,  whether
fixed or personal, tangible or intangible, real or personal, choate or inchoate,
wherever located, owned, leased or otherwise held, by any Acquired Company.

                  "Commitments".  As used herein, the term  "Commitments"  shall
mean all contracts,  agreements,  guaranties, loans, other rights or obligations
of a contractual nature, Licenses, Leases,  franchises,  rights or arrangements,
and all warranties or other transferable benefits.

                  "Current  Receivables".  As used  herein,  the  term  "Current
Receivables" shall mean each of the Receivables that are Current Assets.

                  "Disclosure  Schedule".  As used herein,  the term "Disclosure
Schedule"  shall  mean  the  Schedules  attached  hereto,  which  Schedules  are
incorporated herein and made a part hereof,  fully as if the same were set forth
in the body of this Agreement in their entirety.  The  information  disclosed on
any  Schedule  shall be deemed to have been  disclosed  on each  other  Schedule
regardless of the presence or absence of internal cross-references,  except that
(a) the  financial  statements  (but not the  footnotes)  attached  as  Schedule
4.1(D)(i),  Schedule  4.1(D)(ii) and Schedule  4.1(D)(iii)  and the  information
disclosed and reflected in such financial statements shall not be deemed to have
been disclosed on any other Schedule,  and (b) none of the information disclosed
on any Schedule other than Schedule  4.1(B)  (except for Section  4.1(B)(iv) and
the last  sentence of Section  4.1(B)),  Schedule  4.1(C),  Schedule  4.1(D)(i),
Schedule  4.1(D)(ii)  and  Schedule  4.1(D)(iii)  shall be  deemed  to have been
disclosed on Schedule 4.1(B),  Schedule  4.1(C),  Schedule  4.1(D)(i),  Schedule
4.1(D)(ii), or Schedule 4.1(D)(iii) unless a specific cross-reference to another
Schedule is noted on such Schedules.

                  "EBITDA". As used herein, the term "EBITDA" shall mean for any
period, an amount equal to the consolidated net income of a Person determined in
accordance  with GAAP  consistently  applied,  plus the  following to the extent
deducted in computing such net income for such period:  (i) all interest and all
amortization of debt discount and expense on any  indebtedness  for such period,
(ii) Taxes on income for such period,  (iii) depreciation for such period,  (iv)
amortization for such period,  and (v) other non-cash charges resulting from the
application of Statement of Financial  Accounting  Standards No. 121 ("FAS 121")
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of".

                  "Excluded  Items".  As used herein,  the term "Excluded Items"
shall mean any and all of the Current Assets (including Current Receivables) and
Long-Term  Receivables that the Purchaser has required the Seller, in accordance
with Section  2.2(A)(ii) and Section 2.3(C), to have Transferred to itself at or
prior to the Closing or to purchase from the Purchaser post-Closing.

                  "Inventory".  As used herein,  the term "Inventory" shall mean
all inventories, including raw materials, food and beverage inventories, liquor,
wine,  beer,  soft  drinks,  linens,  tableware,  glasses,  smallwares,  dishes,
ingredients and work in process,  finished product and administrative,  cleaning
and other  supplies and  materials  including,  without  limitation,  any of the
foregoing which are in the possession of any subcontractor or other bailee.

                  "Long-Term  Receivables".  As used herein, the term "Long-Term
Receivables"  shall  mean  each  of  the  Receivables  other  than  the  Current
Receivables,  including those franchise and lease receivables listed on Schedule
4.2 attached hereto.

                  "Material Adverse Change".  As used herein, the term "Material
Adverse  Change"  shall mean any change or  changes in the  business,  financial
condition or results of operations of any Acquired Company or the Business which
changes taken as a whole result,  or could  reasonably be anticipated to result,
in an aggregate  decrease in the annualized EBITDA of the Acquired  Companies by
more than $600,000 following such change or changes.

                  "Material Adverse Effect".  As used herein, the term "Material
Adverse  Effect on the  Business"  shall mean a material  adverse  effect on the
assets, business,  condition (financial or otherwise),  or results of operations
of the Business taken as a whole or of the Acquired  Companies  taken as a whole
whether  prior to or following the Closing and shall be deemed to include in any
case any event or series of events  resulting in either (a) the  incurrence  by,
imposition upon, or attachment  against,  any Acquired Company or its assets, of
aggregate Liabilities with respect to the representations or warranties to which
the concept of Material  Adverse  Effect is being applied in excess of $100,000,
or (b) the material impairment of the ability to operate the Business (including
without  limitation,  the  ability  to  operate  any one or  more  "Fuddruckers"
restaurant).  As used herein,  the term "Material Adverse Effect" when used with
specific  reference  to any Person shall mean a material  adverse  effect on the
assets, business,  condition (financial or otherwise),  or results of operations
of such Person.

                  "Receivable(s)".  As used  herein,  the  term  "Receivable(s)"
shall  mean each of the  trade,  miscellaneous,  accounts  and notes  receivable
arising out of the sale or lease of goods or the  rendering  of services and any
amount payable and all security for any of the foregoing.

                  "Retained  Liabilities".  As used herein,  the term  "Retained
Liabilities" shall mean all Liabilities of the Seller and the Acquired Companies
other than the Transferred Liabilities, including without limitation, regardless
of any disclosure made in the Disclosure Schedule, (i) any Liabilities under any
current or pending Legal Proceedings, (ii) any Liability for Taxes for which the
Seller is responsible  under this Agreement,  (iii) any Liability of the Company
in  connection  with  the  sublease  of the  Saugus  Restaurant  or the  Andover
Restaurant and any other Liability in connection  with the Saugus  Restaurant or
the Andover Restaurant,  (iv) any Liability under any Business Commitments which
are required to be disclosed on any Schedule to this Agreement and have not been
so  disclosed  (unless the Acquired  Companies  elect to continue to receive the
performance  of the other  party(ies)  to such  Commitments),  (v) any Liability
which  would  constitute  a breach of any of the  Seller's  representations  and
warranties under this Agreement,  (vi) any Commitment listed on Schedule 4.2(A),
and (vii) any other Liability (other than the Transferred  Liabilities)  arising
out of or  relating  to the  operation  of the  Business  prior  to the  Closing
regardless of whether the Purchaser  would be deemed to have  otherwise  assumed
any such Liabilities as a matter of law incident to the purchase of the Shares.

                  "Seller  Assets".  As used herein,  the term  "Seller  Assets"
shall mean all of the properties,  rights, claims, judgments, cash, Commitments,
Licenses,  Intellectual Property, machinery,  equipment, leasehold improvements,
vehicles,  parts, furniture,  furnishings,  plant and office equipment and other
assets,  whether fixed or personal,  tangible or  intangible,  real or personal,
choate or inchoate,  wherever located, owned, leased or otherwise held as of the
date hereof and as of the Closing  Date by the Seller for use in the Business as
currently or then conducted.

                  "Threshold  Licenses".  As used  herein,  the term  "Threshold
Licenses"  shall mean any  Licenses,  the absence of which  would:  (a) cause an
interruption in the ordinary course  operation of the Business (except for EMA),
or (b) cost more than $1,000 per License, or $25,000 in the aggregate, to renew,
file, or otherwise reinstate, obtain or replace.

                  "Transferred   Liabilities".   As  used   herein,   the   term
"Transferred  Liabilities" shall mean all Current  Liabilities  reflected in the
Final Working Capital,  all obligations under Business  Commitments and Business
Licenses to which any of the Acquired Companies is a party arising following the
Closing (except that Transferred  Liabilities  shall not include in any case any
Liability under any Business  Commitments  which are required to be disclosed on
any  Schedule  to this  Agreement  and  have not been so  disclosed  unless  the
Acquired  Companies  elect to continue to receive the  performance  of the other
party(ies) to such  Commitments) and any Liability arising out of or relating to
the  operation of the Business  after the Closing  including  all  severance and
similar  payments due upon  termination of Company  Employees and, except as set
forth in Section 13.16, Seller Employees, after the Closing.

                  "Transferred   Seller  Assets".   As  used  herein,  the  term
"Transferred  Seller  Assets"  shall  mean  all  of  the  Seller  Assets  to  be
Transferred to the Company pursuant to Section 1.2.

                                    ARTICLE V

                 Representations and Warranties by the Purchaser

Section  5.1  Representations  and  Warranties.  The  Purchaser  represents  and
warrants to the Seller that:

         A.  Corporate  Existence and  Qualification;  Due  Execution,  Etc. The
Purchaser is a corporation duly organized, validly existing and in good standing
under the Laws of the State of Delaware and has all  requisite  corporate  power
and authority to execute,  deliver and perform this  Agreement and to consummate
the transactions  contemplated by this Agreement.  The execution and performance
by the Purchaser of the terms and  provisions of this  Agreement  have been duly
authorized by all requisite  corporate action and, assuming the due execution of
this Agreement by the Seller, Champps, and Specialty, this Agreement constitutes
a valid and  binding  obligation  of the  Purchaser  enforceable  against  it in
accordance  with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or other similar Laws relating to creditors'  rights
generally  and to general  principles  of equity  (regardless  of  whether  such
enforcement is considered in a proceeding at law or in equity). 

         B. No Violation. Neither the execution and delivery by the Purchaser of
this Agreement nor the consummation of the transactions contemplated hereby: (i)
violates or will violate any provision of Law applicable to the Purchaser;  (ii)
violates or will violate any Order applicable to the Purchaser; or (iii) results
or will result in a breach of or default under the certificate of  incorporation
or bylaws of the Purchaser.

         C. Capitalization.  Michael Cannon owns not less than 85% of the Equity
Securities in the Purchaser.

         D.  Litigation.  There  are no Legal  Proceedings  pending  before  any
Governmental  Entity or, to the Purchaser's  knowledge,  threatened  against the
Purchaser.

         E. Brokers' Fees. The Purchaser has not made any agreement or taken any
other action which will cause the Seller to become obligated for any broker's or
other fee or commission as a result of any of the  transactions  contemplated by
this Agreement.

         F. Net Worth. The Purchaser has, and shall have as of the Closing,  net
worth in cash or freely  tradeable  securities  not issued by  Affiliates of the
Purchaser equal to at least $20,000,000 and will maintain such net worth through
to the Closing.

         G. Compliance  With Law. (i) The  Purchaser's  business is operated and
has been operated in material compliance with all applicable Laws.

         H. No Prior  Activities.  Since its incorporation on July 28, 1998, the
Purchaser has owned no assets (other than the cash and securities referred to in
Section  5.1(F)),  and has not conducted  any business or operations  except the
negotiations  of the terms of this  Agreement.  Except as set forth on  Schedule
5.1(H),  the Purchaser  has no  Liabilities,  Commitments  or  obligations  with
respect to indebtedness or guarantees.


                                   ARTICLE VI

                Covenants of the Seller Prior to and Post-Closing

         Section  6.1  Access  and  Investigation.  Prior to the  Closing,  upon
reasonable notice from the Purchaser to the Seller given in accordance with this
Agreement,  the Seller will afford to the officers,  attorneys,  accountants  or
other  authorized  representatives  of the  Purchaser  reasonable  access during
normal business hours to the facilities, assets, books and records of the Seller
and  the  Acquired  Companies  so  as  to  afford  the  Purchaser  a  reasonable
opportunity  to make,  at its sole cost and  expense,  such  additional  review,
examination and  investigation  of the Business,  the Assets and the Transferred
Seller Assets as the Purchaser may reasonably desire to make,  including without
limitation  examination  of  the  title  of the  Owned  Real  Properties,  asset
appraisals and so-called  "Phase I" (i.e.,  documentary  review and walk-through
site inspection) preliminary environmental evaluations;  provided, however, that
no borings or other  so-called  "Phase II"  environmental  examinations  will be
performed without the Seller's prior written consent, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, the Seller hereby consents
to such borings or other so-called "Phase II" environmental  examinations as may
be recommended in any Update (as hereinafter defined) prepared for Store No. 114
(as  hereinafter  defined) in  accordance  with Section 8.6,  provided  that the
Seller is given at least two days'  prior  notice of any such  borings  or other
examinations.  The Purchaser  will be permitted to make extracts from or to make
copies of such books and  records  as it may  reasonably  request.  Prior to the
Closing,  the Seller will furnish or cause to be furnished to the Purchaser such
existing  financial and operating data and other  information  pertaining to the
Acquired  Companies and the Business as the Purchaser may reasonably  request so
long as such  information is available to the Seller or any Acquired Company and
does not require additional services of outside auditors or advisors to prepare.

         Section  6.2  Operation  of the  Business.  Between  the  date  of this
Agreement and the Closing, the Seller will, and will cause each Acquired Company
to:

                  (i) conduct the Business  (excluding EMA) only in the ordinary
course  consistent  with  past  practice,  and use its  commercially  reasonable
efforts  to  maintain  the  Assets and the  Transferred  Seller  Assets in their
current  condition  subject to additions,  deletions and normal wear and tear in
the ordinary course;

                  (ii)  use its  commercially  reasonable  efforts  to  preserve
intact the current  business  organization  of each Acquired  Company and of the
Seller to the extent related to the Business,  to keep available the services of
the current officers and agents of each Acquired Company,  the Company Employees
and the Seller  Employees,  and to  maintain  the  relations  and good will with
suppliers,  customers,  landlords,  creditors,  franchisees,  Company Employees,
Seller Employees, agents, and others having material business relationships with
any Acquired Company or with the Seller to the extent related to the Business;

                  (iii) confer with the Purchaser concerning operational matters
of the  Business  which  are of a  material  nature,  it being  understood  that
notwithstanding anything to the contrary herein until the Closing the Seller and
the Acquired Companies shall have sole authority to operate the Business; and

                  (iv)  keep,  or cause to be kept,  proper  books of record and
account such that such books and  accounts  shall be true and complete as of the
date on which the quarterly reports of the Seller and the Acquired Companies are
prepared or can be prepared in the ordinary course,  and supply to the Purchaser
monthly and quarterly  unaudited  balance sheets and statements of income of the
Acquired  Companies as a consolidated  group,  and monthly  updates to the March
Balance Sheet and the June Financials,  as soon as practicable  after the end of
each month,  prepared in accordance with past practice (it being understood that
the  monthly  balance  sheets and  updates are  internally  prepared  management
reports which are not  necessarily  prepared in accordance with GAAP and are not
subject to the same procedures and review as quarterly  balance sheets,  updates
and financial statements).

         Section 6.3 Negative Covenant.  Except as otherwise expressly permitted
by this Agreement,  between the date of this Agreement and the Closing,  none of
the changes or events listed in Section  4.1(E) shall have occurred  without the
prior written consent of the Purchaser.

         Section 6.4  Approvals.  As promptly as  practicable  after the date of
this Agreement,  the Seller will, and will cause each Acquired  Company to, make
all  filings  required  by Law to be made by them in  order  to  consummate  the
transactions contemplated by this Agreement (including all filings under the HSR
Act).  Between the date of this Agreement and the Closing,  the Seller will, and
will cause each Acquired Company to cooperate with the Purchaser with respect to
all filings that the Purchaser  reasonably  elects or is required by Law to make
in connection with the  transactions  contemplated by this Agreement  (including
taking all actions  requested by the Purchaser to cause early termination of any
applicable waiting period under the HSR Act).

         Section 6.5  Notification.  Between the date of this  Agreement and the
Closing,  the Seller will promptly notify the Purchaser in writing if the Seller
or any Acquired  Company  becomes aware of any fact or condition  that causes or
constitutes a breach of any of the Seller's representations and warranties as of
the date of this  Agreement,  or if the Seller or any Acquired  Company  becomes
aware  of the  occurrence  after  the  date of  this  Agreement  of any  fact or
condition that would (except as expressly  required by this Agreement)  cause or
constitute   a  breach  of  any  such   representation   or  warranty  had  such
representation  or warranty  been made as of the time of occurrence or discovery
of such fact or condition.  Should any such fact or condition require any change
in the Disclosure  Schedule  hereto if such  Disclosure  Schedule were dated the
date of the  occurrence or discovery of any such fact or  condition,  the Seller
will promptly  deliver to the Purchaser a supplement to the Disclosure  Schedule
hereto  specifying  such  change.  No  supplement  to  the  Disclosure  Schedule
delivered pursuant to this Section 6.5 shall be deemed to cure any breach of any
representation  or  warranty  made  in this  Agreement  for  the  purposes  of a
determination  by the Purchaser  that the  conditions of Article VIII shall have
been met or otherwise,  but if the Closing occurs the Disclosure  Schedule as so
supplemented  shall be the  Disclosure  Schedule  for all  purposes  under  this
Agreement,  including  Section  13.14.  During the same period,  the Seller will
promptly notify the Purchaser of the occurrence of any breach of any covenant of
the Seller in this  Article VI or of the  occurrence  of any event that may make
the satisfaction of the conditions in Article VIII impossible or unlikely.

         Section 6.6 Liabilities, etc.

         A. Non-Current Liabilities. The Seller hereby agrees and covenants that
it  shall,  prior  to or  simultaneously  with  the  Closing,  perform,  pay  or
discharge, or cause the Acquired Companies to perform, pay or discharge,  all to
the extent not theretofore  performed,  paid or discharged,  and in each case in
accordance  with its  terms,  (1)  those  Liabilities  of the  Seller  listed in
Schedule 6.6(A)(i), and (2) any and all known Liabilities as of the Closing Date
of  any  Acquired   Company  ((1)  and  (2)   collectively,   the   "Non-Current
Liabilities")  other than in the case of (2), (i) those Liabilities set forth on
Schedule  6.6(A)(ii),  (ii)  contingent  Liabilities or Liabilities for workers'
compensation  or similar  payments  not due and payable as of the  Closing  Date
unless  otherwise   expressly  required  by  this  Section  6.6,  (iii)  Current
Liabilities,  (iv) all deferred  income  items (in each case  measured as of the
Closing  Date) of the type  indicated on the March  Balance  Sheet with a triple
asterisk (***)  including  straight line rent  adjustment  and buy-down  royalty
accrued  income,  and (v)  Liabilities  arising  under any  Business  Commitment
applicable to the Acquired Companies following the Closing. Without limiting the
generality of the  foregoing,  the Seller  hereby  agrees and covenants  that it
shall,  prior to or  simultaneously  with the  Closing,  (a) obtain the releases
described on Schedule  6.6(A)(iii);  and (b) cause all indebtedness  owed by the
Seller and or any of its  Affiliates  to an Acquired  Company and by an Acquired
Company to the Seller,  any other  Acquired  Company or any of their  respective
Affiliates   (whether  or  not  such  indebtedness   constitutes  a  Non-Current
Liability)  to be  canceled  or  forgiven.  The Seller  shall  provide  evidence
reasonably  satisfactory  to the  Purchaser  of the  foregoing  at the  Closing,
failing  which,  the  Seller  shall  disclose  to the  Purchaser  the  continued
existence  of any such  Liabilities.  The  aggregate  amount of any  Liabilities
required to be paid,  canceled or forgiven under this Section 6.6(A) at or prior
to the Closing and not so paid,  canceled or forgiven  shall be delivered by the
Purchaser to the Escrow Agent as an  additional  escrow  amount (the  "Liability
Escrow") to be used at the  direction  of the Seller by the Escrow  Agent to pay
all such  Liabilities  and any portion of the Liability  Escrow  remaining after
such  payment  shall be returned  to the Seller as soon as all such  Liabilities
have been so paid or canceled (and if not so paid or canceled by the termination
of the Escrow  Agreement  the  Purchaser  may pay such  amounts on behalf of the
Seller  from the  Liability  Escrow),  all as more fully set forth in the Escrow
Agreement.

         B. Intentionally Deleted.

         C. Closed Locations. The Seller shall Transfer to itself at or prior to
the Closing,  or otherwise  assume  responsibility  for in a manner and on terms
reasonably  satisfactory to the Purchaser,  all Assets and Liabilities  (whether
Non-Current  Liabilities or otherwise,  and without the Purchaser being required
to make a separate  election in respect of the same under Section  2.2(A)(ii) or
Section  2.3(C))  relating  to any  "Fuddruckers"  location  that  is no  longer
operating as a "Fuddruckers" restaurant at Closing (including without limitation
the locations listed on Schedule 6.6(C)), and shall deliver to the Purchaser, at
the Closing, evidence reasonably satisfactory to the Purchaser of the same.

         D. Concluded  Litigation.  The Seller hereby covenants and agrees that,
by no later than the Closing,  it shall have paid and discharged all Liabilities
in regard to any concluded  Legal  Proceeding  that has been reduced to Judgment
against  the Seller to the  extent  relating  to the  Business  or  against  any
Acquired  Company,  is  the  subject  of an  executed  settlement  agreement  or
otherwise concluded as of the Closing Date (except for any such Legal Proceeding
as to which the Seller is  pursuing  an appeal),  including  without  limitation
those Legal Proceedings  listed on Schedule 6.6(D).  In addition,  to the extent
that the Legal Proceeding  indicated with an asterisk (*) on Schedule 6.6(D) has
not been paid and  discharged by the Closing,  the Seller hereby agrees that the
full amount of the  damages  and costs  awarded in the  Judgment  Entered  After
Finding  dated March 23, 1998  totaling  $41,752.83  shall be  delivered  by the
Purchaser to the Escrow Agent from the Estimated Purchase Price, at the Closing,
as an additional  escrow amount (the  "Litigation  Escrow") to be so held by the
Escrow  Agent for use at the  Seller's  request to pay and  discharge  the final
judgment in such case and any balance  after the  judgment  has been so paid and
discharged shall be delivered to the Seller,  all as more fully set forth in the
Escrow Agreement.

         E. Liens.  The Seller hereby agrees and covenants that it shall,  prior
to or  simultaneously  with the  Closing,  file,  or cause  to be  filed,  UCC-3
termination  statements and obtain, or cause to be obtained, any other releases,
consents or similar documents  necessary to release any Liens on the Assets, the
Transferred  Seller  Assets or the Shares  including  without  limitation  those
relating to the  Liabilities to be performed,  paid or discharged as provided in
this Section 6.6, those in favor of those Persons listed on Schedule 6.6(E), and
the mortgages on the Owned Real  Properties in favor of those Persons  listed on
Schedule  6.6(E),  all as set forth on Schedule  6.6(E),  except for those Liens
curing,  to the  extent  and  only to the  extent  they may  secure,  furniture,
fixtures and equipment which are leased pursuant to Business  Commitments listed
on a Schedule to this Agreement and applicable to the Acquired  Companies  after
the Closing, or which are loaned or consigned pursuant to ordinary course vendor
arrangements,  or purchase  money  security  interests  pursuant to any Business
Commitment  listed on Schedule  4.1(I) and applicable to the Acquired  Companies
after the Closing.

         F.  Liabilities Not Assumed.  The Seller agrees and  acknowledges  that
notwithstanding  the Transfer of the Shares, the Purchaser does not and will not
at Closing or  otherwise  assume any  Liabilities  of the Seller or the Acquired
Companies other than the Transferred Liabilities.  The Seller shall be deemed to
have assumed and Transferred to itself at Closing,  or shall  otherwise  retain,
and shall from and after the Closing pay,  discharge  and perform in  accordance
with their respective terms, all of the Retained Liabilities.

         Section 6.7       No Solicitation or Negotiation.

         A. No  Solicitation.  Until such time,  if any,  as this  Agreement  is
terminated  pursuant to Article X, the Seller will not, nor will it authorize or
permit any  Acquired  Company or any  officer,  director or employee  of, or any
investment banker, attorney or other advisor or representative of, the Seller or
any Acquired Company to, directly or indirectly, solicit, initiate, or encourage
any inquiries or proposals from any Person (other than the  Purchaser)  relating
to any  transaction  involving  the sale of all or any part of the  Shares,  the
Business,  the  Assets  or the  Transferred  Seller  Assets  (other  than in the
ordinary course of business),  or any Equity  Securities of any Subsidiary or of
EMA, or any merger, consolidation,  business combination, or similar transaction
involving any Acquired Company (any such transaction, a "Competing Transaction")
or participate in any discussions or negotiations  regarding,  or furnish to any
person any  information  with respect to, any  Competing  Transaction  (it being
expressly acknowledged by the Purchaser that any transaction involving the sale,
merger, consolidation of, share exchange, tender or exchange offer for, business
combination  with, or similar  transaction  involving,  the Seller or any of its
subsidiaries  other than the Acquired  Companies  and which is not  inconsistent
with this Agreement and the consummation of the transactions contemplated hereby
in accordance  with its terms shall not fall within the definition of "Competing
Transaction",  so long as the Seller's  obligations  under this Agreement  shall
survive as the  obligations  of the  resulting or surviving  Person);  provided,
however,  that prior to the  approval  of this  Agreement  and the  transactions
contemplated hereby at a Special Meeting, the Seller may, to the extent required
by the  fiduciary  obligations  of the  Board  of  Directors  of the  Seller  as
determined  in good faith by such Board of Directors  with the advice of outside
legal  counsel (i) in  response  to an  unsolicited  request  therefor,  furnish
information  with  respect  to the  Acquired  Companies  to any  Person  who has
indicated  to  the  Seller  that  it  is  interested  in  pursuing  a  Competing
Transaction and discuss such information with such Person and (ii) following the
delivery to the  Purchaser of the notice  required  pursuant to Section  6.7(C),
participate  in  discussions  or  negotiations  with any Person that  makes,  or
expresses a bona fide  intention to make, a proposal with respect to a Competing
Transaction. Without limiting the foregoing, it is understood that any violation
of the restrictions set forth in the preceding sentence by any officer, director
or employee  of, or any  investment  banker,  attorney,  broker,  agent or other
advisor or representative  with implied or express  authority,  of the Seller or
any Acquired Company,  shall be deemed to be a breach of this Section 6.7 by the
Seller. For purposes of this Agreement,  "Qualified Competing Transaction" means
a Competing  Transaction having terms which the Board of Directors of the Seller
believes  (based on, among other  things,  the advice of a financial  advisor of
nationally  recognized  reputation) in its good faith reasonable  judgment to be
more favorable to the Seller than the terms contemplated hereby.

         B. Seller's  Board of Directors.  Except as provided  otherwise in this
paragraph,  neither  the Board of  Directors  of the  Seller  nor any  committee
thereof  shall (x)  withdraw or modify,  or propose to withdraw or modify,  in a
manner adverse to the Purchaser, the approval or recommendation by such Board of
Directors or any such  committee of this Agreement and the  consummation  of the
transactions  contemplated  hereby,  (y)  approve  or  recommend,  or propose to
approve or recommend,  any Competing Transaction or (z) enter into any agreement
with respect to any Competing Transaction. Notwithstanding the foregoing, in the
event  that the  Seller  receives  a bona fide  offer of a  Qualified  Competing
Transaction,  the Board of Directors of the Seller or any committee  thereof may
(subject to the  limitations  contained in this Section 6.7)  withdraw or modify
its approval or  recommendation  of this Agreement and the  consummation  of the
transactions  contemplated  hereby following the Purchaser's  receipt of written
notice (a "Notice of Qualified  Competing  Transaction")  advising the Purchaser
that  the  Seller  has  received  a bona  fide  offer of a  Qualified  Competing
Transaction,  specifying  the material  terms and  conditions of such  Qualified
Competing Transaction and identifying the Person making such Qualified Competing
Transaction.  The Seller may take any of the foregoing  actions  pursuant to the
preceding  provisions of this Section  6.7(B) only until this  Agreement and the
consummation of the transactions  contemplated  hereby have been approved at the
Special  Meeting.  Once the Board of  Directors  of the Seller or any  committee
thereof  has  withdrawn  or modified  its  approval  or  recommendation  of this
Agreement  and the  consummation  of the  transactions  contemplated  hereby  in
accordance  with this Section  6.7(B),  or the  stockholders of the Seller shall
otherwise  fail to approve  this  Agreement  and the  transactions  contemplated
hereby at a Special Meeting, if required as specified in Section 6.8, the Seller
shall give notice of the  occurrence of the same to the Purchaser  (the "Section
6.7(B) Notice") within 48 hours following such occurrence.

         C. Notice to Purchaser.  In addition to the  obligations  of the Seller
set forth in Section  6.7(B),  the Seller shall  promptly  advise the  Purchaser
orally and in writing of any request for  information  or of any  proposal for a
Competing  Transaction,  the  material  terms and  conditions  of such  request,
Competing  Transaction,  or proposal,  and the identity of the Person making any
such  request or  Competing  Transaction  proposal.  The  Seller  shall keep the
Purchaser  fully  informed  of the  status  and  details  of any  such  request,
Competing Transaction, or proposal.

         Section 6.8 Special Meeting. Subject to Section 6.7, if required by Law
or the rules of any  applicable  self-regulatory  organization  the Seller shall
call (or shall cause the calling of) a special meeting of its stockholders  (the
"Special  Meeting")  to be held as soon as shall be  practicable  after the date
hereof in order for such  stockholders  to  consider  and vote upon all  matters
necessary  for  the  consummation  of  the  transactions  contemplated  by  this
Agreement and shall  recommend to its  stockholders a vote "FOR" the approval of
this Agreement and the consummation of such transactions.

         Section  6.9 Press  Releases.  Prior to the  filing of proxy or related
disclosure  materials with respect to the Special Meeting,  the Seller will, and
will cause each Acquired  Company to, maintain this Agreement  confidential  and
will not,  and will  cause  each  Acquired  Company  not to,  issue or cause the
publication  of any press release or other public  announcement  with respect to
this Agreement or the transactions contemplated hereby without the prior written
consent of the  Purchaser  which  consent  shall not be  unreasonably  withheld;
provided,  however, that nothing herein will prohibit the Seller from issuing or
causing  publication  of any such press  release or public  announcement  to the
extent that the Seller reasonably  determines,  after  consultation with outside
legal counsel,  such action to be required by Law or the rules of any applicable
self-regulatory   organization,   in  which   event  the  Seller  will  use  its
commercially  reasonable  efforts  to allow  the  Purchaser  reasonable  time to
comment on such release or announcement in advance of its issuance.  The parties
acknowledge  that a press  release  in the form of  Schedule  6.9  shall be made
immediately following the execution of this Agreement.

         Section 6.10      Intentionally Deleted.

         Section 6.11  Transferred  Seller  Assets.  Prior to the  Closing,  the
Seller shall take any and all reasonable actions (including the obtaining of any
required  consents) to effect the Transfer of the  Transferred  Seller Assets to
the Company so that all such Transferred Seller Assets are owned, free and clear
of any Liens, by the Company immediately prior to and immediately  following the
Closing, and shall deliver to the Purchaser evidence reasonably  satisfactory to
the Purchaser of the same. A transitional  services agreement (the "Transitional
Services  Agreement")  in  form  and  substance  reasonably  acceptable  to  the
Purchaser  and the Seller shall be entered into at Closing and shall provide for
those matters listed on Schedule 6.11.

         Section 6.12

         A. June  Financials.  As soon as practicable  following the date hereof
and in any event no later than 30 days  prior to the  Closing  Date,  the Seller
shall  deliver to the Purchaser a complete set of financial  statements  for the
Acquired  Companies as of June 28, 1998 (the "June Financials") on a stand-alone
basis,  which financial  statements shall include a balance sheet as of June 29,
1997 (the "June 1997  Balance  Sheet")  and a balance  sheet as of June 28, 1998
(prepared  on  a  consistent   basis  using  the  same  accounting   principles,
assumptions  and  methodologies  applied  in the  preparation  of the June  1997
Audited  Financials),  a statement of operations  for the fiscal year ended June
28, 1998, and the related statements of stockholders'  equity and cash flows for
the fiscal year then ended (including any footnotes thereto), all of which shall
(a) have been audited by the Seller's  Accountants,  whose  unqualified  reports
thereon  will be  simultaneously  delivered  to the  Purchaser,  (b)  have  been
prepared in accordance  with GAAP,  consistently  applied  throughout the period
involved and for prior periods,  (c) present fairly,  in all material  respects,
the financial position of the Acquired  Companies,  on a consolidated  basis, at
the  dates  indicated  in such  financial  statements,  and the  results  of the
Acquired Companies' operations,  on a consolidated basis, for the periods stated
therein.  The  statement of  operations  included in the June  Financials  shall
separately  identify:  (i) an  allocation  of the  corporate  overhead  for  the
Acquired  Companies  on a  stand-alone  basis,  (ii) an  allocation  of district
overhead for the Acquired  Companies,  (iii) the 1998 Store EBITDA, if less than
zero, and any write-offs or write-downs  attributable  (without double counting)
to (A) any  "Fuddruckers"  locations  which were  closed  during the fiscal year
ended June 28, 1998; (B) the Saugus Restaurant;  (C) the Andover Restaurant; and
(D) the Boston Restaurant, (iv) adjustments for FAS 121 for the fiscal year then
ended, (v) any write-downs, write-offs or accruals related to the termination of
the La Salsa  Agreement,  (vi) amounts paid in  settlement  or  satisfaction  of
pending Legal  Proceedings  pursuant to the terms of this  Agreement,  and (vii)
costs or expenses  related to environmental  testing or remediation  pursuant to
the terms of this Agreement.

         B. 1998 EBITDA.  As used in this  Agreement,  the "1998  EBITDA"  shall
equal the  EBITDA  of the  Acquired  Companies  computed  consistently  with the
illustration  attached as Schedule  4.2(B) and based on the June Financials with
(a)  add-backs  for  the  items   described  in  Section   6.12(A)(i),   Section
6.12(A)(iv),  Section 6.12(A)(v),  Section 6.12(A)(vi) and Section  6.12(A)(vii)
and subject to Section 6.12(D), Section 6.12(A)(iii), and (b) for clarification,
any expense  relating to the AT&T Credit Corp.  Master Equipment Lease Agreement
(as  amended)  and  Assumption  Agreement  will be included as an expense in the
computation  of such  1998  EBITDA.  Attached  hereto  as  Schedule  4.2(B) is a
calculation of EBITDA for the nine month period ended March 29, 1998 which shall
be used as an illustration of the application of the 1998 EBITDA.

         C. Boston  Restaurant.  If the Boston Restaurant has not been closed by
the Closing,  the Seller  hereby  agrees to operate the Boston  Restaurant  as a
franchisee of the Company and to assume full  liability in connection  with such
operation until the expiration of the term of the Lease applicable to the Boston
Restaurant  (without  any  extension  of such term) all as set forth on Schedule
6.11 and to be more fully set forth in the Transitional Services Agreement.

         D.  Saugus/Andover.  In the event that prior to the  Closing the escrow
funds  (the "S/A  Escrow  Funds")  deposited  with the escrow  agent  under that
certain Escrow Agreement (the "S/A Escrow  Agreement") dated as of June 28, 1998
among The Boland  Group I, LLC,  The  Boland  Group II,  LLC,  the  Company  and
Shapiro,  Israel & Weiner,  P.C.  have been  delivered  to the  Company  and the
conditions  for the release of such escrow have been met or waived in accordance
with the terms of such  Agreement,  the Seller  shall  deliver to the  Purchaser
evidence  reasonably  satisfactory  to the  Purchaser  that the  Asset  Purchase
Agreements  (the "S/A  Agreements")  made and  entered  into as of June 28, 1998
between the Company  and,  respectively,  The Boland Group I, LLC and The Boland
Group II, LLC (and the other  transaction  documents under each such Agreements)
are no longer  terminable.  In the event that such  evidence is not delivered to
the Purchaser at the Closing, the items described in Section 6.12(A)(iii)(B) and
Section  6.12(A)(iii)(C)  shall not be add-backs for the purposes of calculating
1998 EBITDA. In the event that at any time prior to or at the Closing either (a)
The Boland  Group I, LLC or The Boland  Group II, LLC has  exercised  its rights
pursuant to the S/A  Agreements  to  terminate  such  Agreement,  or (b) the S/A
Escrow Funds have been  delivered to The Boland Group I, LLC or The Boland Group
II, LLC under the S/A Escrow  Agreement,  the Seller shall  promptly  notify the
Purchaser of the same, and any and all Liabilities  relating to the operation of
the Saugus Restaurant and the Andover  Restaurant shall be Retained  Liabilities
(including  without  limitation any Liabilities  under the Leases  applicable to
such locations).

         Section 6.13  Maintenance.  The Seller hereby covenants and agrees that
it has, and shall, from July 1, 1998 until the Closing Date, spend not less than
$250,000 per month (or pro rated for any partial month) on capital  expenditures
of the type  reflected  on the  schedule  relating  to the  same and  previously
delivered  to the  Purchaser.  The  Seller  shall  provide  evidence  reasonably
satisfactory to the Purchaser,  at the Closing,  that the foregoing covenant has
been met, failing which any amount required to have been spent and which was not
so spent by the Seller in  accordance  with this Section 6.13 (to the extent not
included in Current Liabilities for purposes of Working Capital or Final Working
Capital)  shall be deducted  from the Estimated  Purchase  Price at Closing as a
reduction thereto (the "Maintenance  Expenditure  Adjustment").  The Maintenance
Expenditure  Adjustment shall be the Purchaser's sole remedy for a breach of the
covenant  contained  in this  Section 6.13 and,  provided  that the  Maintenance
Expenditure Adjustment is made, any such breach shall not constitute a breach of
a closing condition in Article VIII.

         Section 6.14  Licenses.  By no later than thirty (30) days prior to the
Closing,  the Seller  shall  deliver to the  Purchaser  that portion of Schedule
4.1(G) containing the sub-heading  "Licenses" and listing all Threshold Licenses
thereon (it being understood that Schedule 4.1(G)(iii) shall have been delivered
to the Purchaser on the date hereof).

         Section 6.15 Taxes.  The Seller hereby  covenants and agrees that by no
later  than the  Closing,  it shall  have  filed or  caused  to be filed all Tax
Returns  which it is required  to file and all  amended Tax Returns  which it is
required to file (including  without limitation the stub year Tax Return and the
amended 1997 Tax Return and all those Tax Returns listed on Schedule  4.1(P)) in
all  jurisdictions in which such Tax Returns are required to be filed, and shall
pay or cause to be paid all Taxes relating to the same. The Seller shall provide
evidence  reasonably  satisfactory  to the  Purchaser  of the  foregoing  at the
Closing.

         Section 6.16 Pending Litigation. The Seller hereby covenants and agrees
that,  by no later than the Closing,  it shall use its  commercially  reasonable
efforts  to  settle,  and  cause  the  dismissal  with  prejudice  of the  Legal
Proceeding listed on Schedule 6.16.

         Section 6.17 Cash Payment Adjustment.  Cash payments received after the
date  hereof and prior to the  Closing on account of  non-refundable  rebates of
vendors,  buy-downs of franchise  fees,  one-time  license fees for  territorial
rights, and other similar rights shall be apportioned  between the Purchaser and
the Seller such that to the extent that such cash payments are  attributable  to
periods  prior to the Closing they shall be for the Seller's  benefit and to the
extent such cash payments are attributable to periods post-Closing they shall be
for the Purchaser's  benefit and the Unadjusted  Purchase Price shall be reduced
(without  double-counting  in the Working  Capital or Final Working  Capital) by
such  amount  which  is  for  the   Purchaser's   benefit  (the  "Cash   Payment
Adjustment").

         Section 6.18 Leases.

         A.  Definitions.  The following terms,  when used in this Section 6.18,
shall be defined as hereinafter set forth:

         (i)      Required Lease -- Those Leases listed on Schedule 6.18,  which
                  require  the  consent  of the  lessor in  connection  with the
                  consummation   of  the   transactions   contemplated  by  this
                  Agreement.

         (ii)     Required  Estoppel -- Those  Estoppel  Certificates  listed on
                  Schedule 6.18, which are required by Purchaser for Closing.

         (iii)    Required  Consent -- Each  consent  necessary  pursuant to the
                  terms  of  each  Required   Lease  in   connection   with  the
                  consummation   of  the   transactions   contemplated  by  this
                  Agreement, as provided in Schedule 6.18.

         (iv)     Required Restaurant -- Each  restaurant as to which a Required
                  Consent or Required Estoppel, or both, is required.

         (v)      1998 Store EBITDA -- With respect to each Required Restaurant,
                  the EBITDA for the fiscal year ended June 28, 1998.

         (vi)     Closed  Required  Restaurant -- Any Required  Restaurant  that
                  shall have  ceased to operate or is in the  process of ceasing
                  to operate between the date hereof and the Closing.

         (vii)    Closed Store Adjustment -- For and with respect to each Closed
                  Required Restaurant,  the sum of (x) five times the 1998 Store
                  EBITDA for such Closed Required Restaurant, plus (y) $50,000.

         (viii)   Rent Adjustment Amount -- The net present value on the Closing
                  Date  of  the  aggregate  increase  in the  lessee's  monetary
                  obligations  to the lessor  under any  amendment to a Required
                  Lease, as contemplated by Section 6.18(D) (including,  without
                  limitation,  any  so-called  "up front  payment"  and any rent
                  increase during the balance of the term of the Required Lease)
                  calculated using a discount rate of ten percent (10%) from the
                  time when such amount is payable.

         (ix)     Lease  Termination  Amount  -- For and  with  respect  to each
                  Required  Lease  which  is  terminated,  the sum  of:  (i) the
                  product  of (x)  the  1998  Store  EBITDA  for  such  Required
                  Restaurant  (but in no event  less than $0),  times (x) in the
                  event the  termination  occurs  during the (A) first two years
                  following the Closing,  five, (B) the third year following the
                  Closing,  three,  (C) the fourth year after the Closing,  two,
                  and (D) the fifth year  following the Closing,  one; plus (ii)
                  $50,000,  plus (iii) the actual cost incurred by the Purchaser
                  after the Closing with respect to the  leasehold  improvements
                  to the premises demised under the applicable Required Lease.

         B.  Requirements  for Consents and  Estoppels.  Schedule 6.18 lists all
Required Leases.  As soon as practicable  after delivery of the June Financials,
the Purchaser and the Seller shall supplement  Schedule 6.18 to include the 1998
Store EBITDA for each Required Restaurant.  Following the execution and delivery
of this Agreement,  the Seller shall, at its sole expense,  use all commercially
reasonable efforts to obtain all Required Consents and Required  Estoppels.  The
Purchaser  shall  cooperate  with  the  Seller  in such  efforts  as  reasonably
requested by the Seller, but at no cost or expense to the Purchaser. Incident to
such cooperation, the Purchaser agrees that, as necessary, the Purchaser will:

         (i)      furnish  evidence to the lessor of the  Purchaser's  net worth
                  and other  financial  information  related to the  Purchaser's
                  ability to perform the lessee's obligations under the relevant
                  Required  Lease  from and  after  the  Closing  as  reasonably
                  requested by such lessor;

         (ii)     execute instruments  reasonably  satisfactory to the Purchaser
                  evidencing  the  Purchaser's  obligations  (from and after the
                  Closing),  as  successor  to the  Seller  (if and  only to the
                  extent Seller had been so  obligated),  to pay and perform the
                  lessee's   obligations   under  the  relevant  Required  Lease
                  incurred or arising  from and after the Closing  Date,  as the
                  lessor may reasonably request; and

         (iii)    participate in meetings with lessors  at  mutually  acceptable
                  times and locations.

         C.  Payment of Closed  Store  Adjustment.  For and with respect to each
Closed Required Restaurant, the Estimated Purchase Price shall be reduced by the
Closed Store Adjustment.

         D. Post-Closing  Efforts.  If any Required Consent or Required Estoppel
shall not have been  obtained by the Seller on or prior to the Closing  Date and
the Closing shall have occurred, the Seller shall cooperate,  at the Purchaser's
request  after  the  Closing,  to seek any such  Required  Consent  and any such
Required  Estoppel on behalf of the Purchaser,  but at the sole cost and expense
of the Seller.  Purchaser may at its election participate in any such efforts or
initiate such efforts on its own and shall be authorized to commit the Seller to
pay to lessors of Required Restaurants up to $250,000 as Rent Adjustment Amounts
to obtain one or more Required Consents or Required Estoppels.

         Any time and at the  election  of either  Purchaser  or Seller,  in the
event that  within  three (3) months  following  the Closing  Date any  Required
Consent or Required  Estoppel shall not have been  obtained,  the Seller and the
Purchaser  shall  cooperate to institute and  prosecute  Legal  Proceedings,  to
compel  the  lessor  under the terms of a Required  Lease or  applicable  Law to
execute a Required  Consent or  Required  Estoppel.  The costs and  expenses  of
prosecuting any such proceedings shall be paid entirely by the Seller.

         If, at any time after the  Closing  Date,  a lessor  shall  exercise or
attempt to exercise  its remedies  under the terms of a Required  Lease or shall
refuse to perform any of such lessor's obligations  thereunder on account of any
breach arising as a result of the  transactions  contemplated  by this Agreement
having been consummated without a Required Consent or on account of or allegedly
on  account  of any  default or alleged  default  under a Required  Lease  which
occurred or is alleged to have occurred prior to the Closing Date, the Purchaser
shall so notify the Seller.

         Thereafter,  subject to the provisions of this Section 6.18, the Seller
shall  have the  right to act on behalf of the  lessee in  response  to any such
exercise of remedies or refusal to perform by lessor,  and regardless of whether
the Seller elects to act on lessee's behalf as aforesaid,  the Purchaser retains
the right to act on its own or any such  lessee's  behalf  in the  event  Seller
fails to take timely actions in response to any such exercise of remedies by any
such lessor.  All costs and expenses of  prosecuting  any such Legal  Proceeding
against a lessor by Seller or  Purchaser  shall be paid by the  Seller and shall
not be undertaken by Seller unless and until  Purchaser shall have been notified
of any intended action by the Seller and shall have had an opportunity for input
to the Seller.  Furthermore,  provided that there shall have been, and shall be,
no  interference  with the  Purchaser's  or any lessee's use and  enjoyment of a
Required  Restaurant,  the Seller (or Purchaser if Seller has not  undertaken to
act on  behalf  of the  lessee)  may  negotiate  the  terms of a  settlement  or
amendment  to the  Required  Lease in  order to  induce  the  lessor  to grant a
Required  Consent or Required  Estoppel.  No such amendment or settlement  shall
impose any additional  non-monetary  obligation  under such Required  Lease,  or
affect the term or the availability of any right or option to extend the term of
any such  Required  Lease,  or,  except as  hereinafter  explicitly  set  forth,
increase  any  monetary  obligation  under such  Required  Lease.  If a monetary
obligation  under such  Required  Lease is to be  increased by actions of either
Seller or Purchaser  hereunder,  the Purchaser shall receive from Seller, at the
time of execution of any such amendment,  payment in cash of the Rent Adjustment
Amount with respect to such Required Lease.

         If, notwithstanding such efforts by the Seller or Purchaser, a Required
Lease is terminated or the lessee under a Required Lease is otherwise  unable to
continue to operate the applicable Required Restaurant,  the Seller shall pay to
the Purchaser,  in cash, an amount equal to the Lease Termination Amount for and
with respect to each such Required Restaurant.

         E. Lease  Consent  Escrow.  The Seller  shall cause an amount  equal to
$1,000,000  in cash to be deposited  with the Escrow  Agent (the "Lease  Consent
Escrow"),  to be held by the Escrow  Agent as  security  for the  benefit of the
Purchaser  with respect to any amounts due to the Purchaser from the Seller as a
Lease  Termination  Amount or Rent Adjustment Amount as provided in this Section
6.18(D) and for no other purposes under the terms of the Escrow  Agreement.  The
Purchaser's  rights to obtain amounts pursuant to the Lease Consent Escrow shall
be  non-exclusive  and the Purchaser's  recourse against the Seller shall not be
limited to amounts in the Lease Consent Escrow.

         F.   Termination.   Anything  to  the   contrary   in  this   Agreement
notwithstanding, the Seller's obligations under this Section 6.18 (including any
liability  under  Section  6.18(D))  shall be  terminated  with  respect  to the
applicable  Required  Lease if the  reason for the  exercise  by a lessor of its
remedies  under a Required  Lease is not the  consummation  of the  transactions
contemplated by this Agreement,  but, rather, is because the Purchaser after the
Closing  (i) fails to satisfy  any of the  requirements  under the terms of such
Required  Lease,  including  any  minimum  net  worth  requirements,   continued
financial covenants,  or continued operation of a minimum number of restaurants,
(ii) the  Purchaser  and/or the Company  and/or the lessee under the  applicable
Required Lease breaches in any material  respect such Required Lease or fails to
discharge  when due any  financial  obligation of the lessee under such Required
Lease  resulting in the termination of the Required Lease by the lessor or (iii)
fails to make any filing with a Governmental Entity required with respect to the
change in control of the Acquired  Companies to the Purchaser as a result of the
consummation of the transactions contemplated by this Agreement.

         G. Purchaser's Covenants.  The Purchaser agrees that from and after the
Closing,  it shall pay and perform,  and cause the applicable  lessee to pay and
perform,  any and all obligations  with respect to all Leases (other than Leases
for Current  Locations  referred to in Section 6.6(C)) as they become due. As to
Required Leases for which the Required  Consents and/or Required  Estoppels have
been delivered to the Purchaser,  the Purchaser  shall  reimburse the Seller for
any payments made by the Seller to the appropriate lessor after the Closing Date
under or pursuant to guaranty agreements, if any, whereby the Seller secures any
Required Lease,  and the Purchaser shall indemnify the Seller from any liability
or  obligation  under  such  Required  Leases  arising  from any  failure of the
Purchaser  or the lessee to pay or  perform  any of its  obligations  under such
Required Leases arising after the Closing Date.

         H.  Alternative  Arrangements.  To the extent permitted by any Required
Lease,  the  Seller  and the  Purchaser  (or  the  Company,  at the  Purchaser's
election) may enter into arrangements reasonably acceptable to the Purchaser and
the Seller in order to provide the  Purchaser  the benefits of any such Required
Lease for which the Required Consent or Required Estoppel has not been delivered
at the Closing, including, without limitation, management agreements, subleases,
franchise agreements, or the like.


                                   ARTICLE VII

                 Covenants of the Purchaser Prior to the Closing

         Section 7.1  Approvals.  As promptly as  practicable  after the date of
this Agreement,  the Purchaser will make all filings  required by Law to be made
by it to consummate the transactions  contemplated by this Agreement  (including
all  filings  under the HSR Act).  Between  the date of this  Agreement  and the
Closing,  the  Purchaser  will  cooperate  with the Seller  with  respect to all
filings  that the  Seller  is  required  by Law to make in  connection  with the
transactions  contemplated  by this  Agreement;  provided,  however,  that  this
Agreement will not require the Purchaser to dispose of or make any change in any
portion  of its  business  or to incur any other  burden or  expense in order to
comply with the foregoing covenant.

         Section  7.2 Press  Releases.  Prior to the  filing of proxy or related
disclosure  materials  with respect to the Special  Meeting,  the Purchaser will
maintain this Agreement confidential and will not issue or cause the publication
of any press release or other public announcement with respect to this Agreement
or the transactions contemplated hereby without the prior written consent of the
Seller which consent shall not be unreasonably withheld. The parties acknowledge
that a press  release  in the form of  Schedule  6.9  shall be made  immediately
following the execution of this Agreement.


                                  ARTICLE VIII

          Conditions Precedent to the Purchaser's Obligation to Close

         The Purchaser's obligation to purchase the Shares and to take the other
actions  required to be taken by the  Purchaser at the Closing is subject to the
satisfaction,  at or prior to the Closing,  of each of the following  conditions
(any of which may be waived by the Purchaser, in whole or in part):

         Section  8.1  Accuracy  of   Representations.   Each  of  the  Seller's
representations  and warranties in this Agreement must have been accurate in all
respects as of the date of this Agreement,  and must be accurate in all respects
as of the Closing Date as if made on the Closing Date,  without giving effect to
any supplement to the Disclosure  Schedule (it being understood that the portion
of Schedule  4.1(G) to be delivered by the Seller pursuant to Section 6.14 shall
not be  considered to be a supplement to the  Disclosure  Schedule),  except for
such  breaches  as could not  reasonably  be  anticipated  to result  in, in the
aggregate,  a  Material  Adverse  Effect on the  Business  and which the  Seller
undertakes  to  cure  within  30 days  following  the  Closing  with  such  cure
obligation to survive the Closing as a covenant of the Seller.

         Section 8.2 Seller's Performance. Each of the covenants and obligations
that the  Seller is  required  to  perform or to comply  with  pursuant  to this
Agreement at or prior to the Closing must have been duly  performed and complied
with and the Seller must have  delivered  each of the  documents  required to be
delivered by it pursuant to Section 3.2(A).

         Section 8.3 No Proceedings.  At the time of Closing,  there shall be no
effective injunction,  writ or preliminary restraining order or any Order of any
nature  issued  by a court or  Governmental  Entity  of  competent  jurisdiction
directing  that any of the  transactions  contemplated  in this Agreement not be
consummated  as  herein  provided,  and no  Legal  Proceeding  shall  have  been
commenced or  threatened  in writing by any Person  against the Purchaser or any
Acquired  Company  seeking  to  enjoin  or  obtain  damages  in  respect  of the
consummation of any transaction contemplated by this Agreement.

         Section 8.4 No Claim.  There must not have been made or  threatened  in
writing by any Person any claim  asserting that such Person is the holder or the
beneficial  owner  of,  or has the  right to  acquire  or to  obtain  beneficial
ownership  of, any of the Shares,  or any Equity  Securities in ARVI (other than
the Equity Securities owned by NARLP as listed on Schedule 4.1(C)).

         Section 8.5 Owned Real Property  Appraisals.  The Purchaser  shall have
obtained current appraisals,  from an "MAI" appraiser selected by the Seller and
acceptable to the financial  institution providing financing to the Purchaser in
connection with the transactions contemplated by this Agreement, of the value of
each of the Owned Real Properties which value shall not be, in the aggregate for
all of the Owned Real Properties, less than $12,500,000.00.

         Section 8.6       Updated Environmental Site Assessment Reports.

         A. The Purchaser shall have obtained,  at the Purchaser's sole cost and
expense,  updated  Environmental Site Assessment ("ESA") reports for each of the
Owned Real Properties (the "Updates") from Professional Service Industries, Inc.
("PSI"),  the  environmental  consulting firm which performed ESAs on all of the
Owned Real Properties in 1997 (the "Existing PSI Reports"), or another qualified
environmental  consulting  firm selected by the  Purchaser.  Except as set forth
below in this  Section  8.6,  such  Updates  shall  either (i) confirm  that the
conclusions  and/or  recommendations  set  forth in the  Existing  PSI  Reports,
including,  without  limitation,  PSI's "Supplemental File Review" letter report
regarding Store No. 90, 300 Town Center, Matteson, Illinois (dated September 10,
1997),   remain   unchanged  or  (ii)  set  out  modified   conclusions   and/or
recommendations  which are determined to be acceptable to the Purchaser,  in the
Purchaser's sole discretion.

         B. The  Purchaser  and the Seller  acknowledge  that the  Existing  PSI
Report for Store No. 114, 4625 Virginia Beach Blvd.,  Virginia Beach, VA ("Store
No. 114"), contains a recommendation  regarding the performance of certain Phase
II ESA  activities,  including the  installation  of soil borings and monitoring
wells.  In the event that the Update for Store No. 114  concludes  that Phase II
ESA  activities  are not warranted or recommended at this time, the Seller shall
be deemed to have  satisfied  the  condition  precedent  regarding an Update for
Store  No.  114  and  Store  No.  114  shall  be  included  in the  transactions
contemplated by this Agreement.

         C. Any Phase II ESA activities  recommended in the Update for Store No.
114 shall be  conducted as soon as is  practicable  and the Seller shall be kept
informed,  in a timely manner,  as to the nature and timing of all such Phase II
ESA  activities.  In the  event  that  Hazardous  Materials  are  discovered  in
connection  with such Phase II ESA  activities,  the selected  consultant  shall
prepare cost estimates (the "Environmental Cost Estimate") for all investigatory
activities,  remedial  activities,  monitoring  and regulatory  compliance  work
required in accordance with applicable Environmental Laws.

         D. In the  event  that the  Environmental  Cost  Estimate  is less than
$300,000,  Store No. 114 shall be included within the transactions  contemplated
by this Agreement and the Seller shall be responsible for addressing, or causing
to be addressed, all Hazardous Materials on, at or under Store No. 114 after the
Closing  (except  for  Releases  of  Hazardous  Materials  which occur after the
Closing and are not related to the acts,  practices or omissions of the Seller).
All such post-Closing  environmental work shall be conducted (i) in a manner and
at times that will not  unreasonably  interfere  with the operation of Store No.
114, (ii) in accordance with all applicable Environmental Laws, and (iii) at the
Seller's sole cost and expense.

         E. In the event  that the  Environmental  Cost  Estimate  is or exceeds
$300,000,  at the  Seller's  option  the  Seller may  nevertheless  address  all
Hazardous  Materials as  specified  in Section  8.6(D) or Store No. 114 shall be
Transferred  to the Seller  prior to or at the Closing and  agreements  shall be
entered  into  between  the  Seller  and the  Purchaser  (or the  Company at the
Purchaser's  election)  whereby the Seller shall have rights as a franchisee  to
operate  Store No. 114 and the  Seller  shall be  responsible  for all costs and
expenses  associated  with the  operation  of Store No. 114;  provided  that the
Company will manage Store No. 114 in  consideration of a management fee equal to
100% of the economics (EBITDA) of Store No. 114.

         Section 8.7 Estimated  Purchase  Price.  The Estimated  Purchase  Price
shall not be less than $40,000,000.

                                   ARTICLE IX

            Conditions Precedent to the Seller's Obligation to Close

         The  Seller's  obligation  to sell the  Shares  and to take  the  other
actions  required  to be taken by the  Seller at the  Closing  is subject to the
satisfaction,  at or prior to the Closing,  of each of the following  conditions
(any of which may be waived by the Seller, in whole or in part):

         Section  9.1  Accuracy  of  Representations.  Each  of the  Purchaser's
representations  and warranties in this Agreement must have been accurate in all
respects as of the date of this  Agreement  and must be accurate in all respects
as of the Closing Date as if made on the Closing Date,  except for such breaches
as would not, in the aggregate,  have a Material Adverse Effect on the Purchaser
and which the Purchaser  undertakes to cure within 30 days following the Closing
with such obligation to survive the Closing as a covenant of the Purchaser.

         Section  9.2  Purchaser's  Performance.   Each  of  the  covenants  and
obligations that the Purchaser is required to perform or to comply with pursuant
to this  Agreement at or prior to the Closing must have been duly  performed and
complied  with and the  Purchaser  must  have  delivered  each of the  documents
required to be delivered  by it, and must have made the payments  required to be
made by it, pursuant to Section 3.2(B).

         Section 9.3 No Proceedings.  At the time of Closing,  there shall be no
effective injunction,  writ or preliminary restraining order or any Order of any
nature  issued  by a court or  Governmental  Entity  of  competent  jurisdiction
directing that the  transactions  contemplated  in this Agreement or any of them
not be consummated as herein  provided,  and no Legal Proceeding shall have been
commenced or threatened in writing by any Person  against the Seller  seeking to
enjoin or obtain  damages  in  respect of the  consummation  of any  transaction
contemplated by this Agreement.

         Section  9.4 Seller  Stockholder  Approval.  To the extent  required as
provided in Section 6.8,  the sale of the Shares by the Seller to the  Purchaser
shall have been approved and adopted by the requisite  vote of the  stockholders
of the Seller.

         Section 9.5 Estimated  Purchase  Price.  The Estimated  Purchase  Price
shall not be less than $40,000,000.

                                    ARTICLE X

                               Termination Events

         Section 10.1  Termination  Events.  This Agreement may, by notice given
prior to or at the Closing, be terminated:

                  (a) by mutual consent of the Purchaser and the Seller;

                  (b) by either the Purchaser or the Seller if a material breach
of any  provision of this  Agreement  has been  committed by the other party and
such breach has not been waived by the terminating party;

                  (c) (i) by the Purchaser,  if any of the conditions in Article
VIII has not been  satisfied  as of the Closing or if  satisfaction  of any such
condition  is or becomes  impossible  (other  than  through  the  failure of the
Purchaser to comply with its obligations under this Agreement) and the Purchaser
has not waived such  condition at or before the Closing;  or (ii) by the Seller,
if any of the  conditions in Article IX has not been satisfied as of the Closing
or if  satisfaction of any such condition is or becomes  impossible  (other than
through  the  failure of the Seller to comply  with its  obligations  under this
Agreement)  and the  Seller  has not  waived  such  condition  at or before  the
Closing;

                  (d) by the Seller, if (i) the Board of Directors of the Seller
pursuant to Section 6.7(B) withdraws or modifies its approval or  recommendation
of,  or  otherwise  fails  to  approve  or  recommend,  this  Agreement  and the
consummation of the transactions  contemplated hereby to the stockholders of the
Seller, and (ii) the Seller pays to the Purchaser an alternative transaction fee
equal to $1,720,000, promptly upon such withdrawal,  modification or failure, by
wire transfer of immediately  available funds to such account as shall have been
designated by the Purchaser; or

                  (e) by either the  Purchaser  or the Seller if the Closing has
not occurred  (other than through the failure of any party  seeking to terminate
this Agreement to comply fully with its obligations  under this Agreement) on or
before  November 2, 1998, (the "Outside Date") or such later date as the parties
may agree upon; provided, however, that notwithstanding anything to the contrary
in this  Agreement  (i) if on November 2, 1998 the  applicable  waiting  periods
under the HSR Act have not expired or terminated  then each of the Purchaser and
the Seller shall have the independent right,  exercisable in its sole discretion
by  delivery  of written  notice  thereof to the other on or before  November 2,
1998,  to extend the Outside Date to the earlier of five (5) business days after
such regulatory approvals have been obtained or December 15, 1998 and (ii) if on
November  2, 1998 the  Seller  has not  obtained  the  consents  required  to be
delivered  pursuant to Section  3.2(A)(5)  then the Seller  shall have the right
exercisable in its sole  discretion by delivery of written notice thereof to the
Purchaser on or before  November 2, 1998, to extend the Outside Date to December
15, 1998.

         Section 10.2 Effect of  Termination.  Each party's right of termination
under  Section  10.1 is in addition  to any other  rights it may have under this
Agreement or otherwise,  and the exercise of a right of termination  will not be
an election of remedies.  If this  Agreement is  terminated  pursuant to Section
10.1,  all  further  obligations  of  the  parties  under  this  Agreement  will
terminate, except that the obligations in Sections 6.9, 7.2, 10.1(d), 11.6, 13.7
and 13.14 will survive.

         Section 10.3  Failure to Close.  In the event that the Closing does not
occur on or prior to the Outside  Date (as the same may be extended  pursuant to
Section  10.1(e)) due to: (i) the Purchaser's  breach of its  obligations  under
this Agreement and the resulting  termination  of this  Agreement  (other than a
termination  pursuant to Section  10.1(a),  Section  10.1(b) due to the Seller's
breach,   Section   10.1(c)(i),    Section   10.1(d),   or   Section   10.1(e)),
notwithstanding  any other provision of this Agreement  (including  Section 10.2
and Section 13.14) the Seller's sole and exclusive  remedy against the Purchaser
under this Agreement and with respect to the  transactions  contemplated  hereby
shall be to exercise its rights to terminate  this  Agreement and to receive the
payment  from  the  Purchaser  of cash  in an  amount  equal  to  $5,000,000  as
liquidated  damages  (and not as a penalty)  for which  within 30 days after the
date hereof the  Purchaser  shall  furnish a letter of credit for the benefit of
the Seller; or (ii) the  non-satisfaction  of the condition contained in Section
8.7 or Section 9.5 or the failure of the  stockholders  of the Seller to approve
this Agreement and the consummation of the transactions  contemplated  hereby at
the Special Meeting (if required) where the Board of Directors of the Seller has
approved or recommended the same to the  stockholders  (without  modification or
withdrawal  of such  approval or  recommendation),  the Seller  shall pay to the
Purchaser  an amount equal to  $1,000,000  as  liquidated  damages (and not as a
penalty) in  consideration  of the time, the fees and expenses spent or incurred
by the Purchaser,  or on its behalf,  in connection  with this Agreement and the
transactions contemplated hereby.

                                   ARTICLE XI

                                 Other Covenants

         Section 11.1 Personnel;  Taxes. From and after the Closing,  the Seller
and the Purchaser  will each make available to the other,  upon written  request
and  with  the  requesting   party  bearing   responsibility   for  all  of  its
out-of-pocket  expenses therefor, its and its Affiliates personnel and books and
records to the extent that the assistance or  participation of such personnel or
access to such books and records is reasonably  requested in anticipation of, or
preparation for, existing or future Legal Proceedings,  Tax Return  preparation,
audits or other matters in which the  requesting  party or any of its Affiliates
(including  any  Acquired  Company)  is  involved  and  that is  related  to the
Business.  Each of the Seller and the Purchaser  will cooperate with one another
in the  conduct  of any  Tax  audit,  claim  for  refund  of  Taxes  or  similar
proceedings  involving or otherwise  relating to the Shares,  any of the Assets,
any of the Transferred  Seller Assets,  the Business or any Acquired Company (or
the income therefrom or assets thereof).

         Section  11.2  Corporate  Name.  Without in any way limiting the right,
title or interest of the  Acquired  Companies in and to  Intellectual  Property,
following  the Closing the Seller  shall change all signage and  stationery  and
otherwise  discontinue  the use of the  name  "Fuddruckers"  and  shall  have no
further right to use any of the Intellectual Property;  provided,  however, that
the Seller may,  for a period of 90 days  following  the Closing  Date,  consume
stationary  and similar  supplies on hand as of the Closing  which  contains the
name "Fuddruckers" and related logos.

         Section 11.3 Certain Insurance Matters.  After the Closing,  the Seller
will not take any action to cancel  before its normal  expiration  any Insurance
policy of the  Seller if such  Insurance  policy  relates to the  Business,  the
Assets or the  Transferred  Seller  Assets  and by the  Closing  and  continuing
thereafter the Acquired Companies shall be named as additional insureds thereon.
With  respect  to any loss,  Liability  or  damage  suffered  after the  Closing
relating to,  resulting from or arising out of the conduct of the Business at or
prior to the  Closing  for which the  Seller or any of its  Affiliates  would be
entitled to assert,  or cause any other  Person to assert,  a claim for recovery
under any policy of Insurance maintained by or for the benefit of the Seller, in
respect of the Business, at the request of the Purchaser or any Acquired Company
the Seller  will assert one or more claims  under such  Insurance  policy if the
Purchaser  or any  Acquired  Company is not itself  entitled  to assert any such
claim but the  Seller or any of its  Affiliates  is so  entitled.  To the extent
required  under  the  terms  of such  Insurance  policy  to give  effect  to the
foregoing, the Seller will be deemed, solely for the purpose of asserting claims
for Insurance pursuant to the immediately preceding sentence, to have assumed or
retained  Liability  for such  loss,  Liability  or damage to the  extent of the
policy limits for the applicable policy of Insurance.

         Section 11.4 Cooperation by the Seller. Without limiting the provisions
of Section 13.14, after the Closing, the Seller shall, reasonably promptly after
acquiring  knowledge thereof,  notify the Purchaser of any threatened or pending
Legal  Proceeding  in which the Seller may be involved,  whether as an actual or
potential party or witness or otherwise, or with respect to which it may receive
requests  for  information,  arising  out of or relating  to the  Business  with
respect to a matter for which  indemnification  is to be  provided by the Seller
under Section 13.14. The Seller shall cooperate fully with the Purchaser and any
insurer or other  indemnitor of the Purchaser in connection  with any such Legal
Proceeding, at no expense to the Purchaser.  After the Closing, the Seller shall
(a) cooperate  fully with and shall assist the Purchaser in the  enforcement  of
the Acquired Companies' rights under the Business  Commitments,  and (b) perform
any other action  reasonably  requested by the  Purchaser in order to fully vest
the  Purchaser in the  ownership of the Shares,  the Company in the ownership of
the Transferred  Seller Assets,  and the Acquired  Companies in the ownership of
any of the Equity Securities in any other Acquired Company free and clear of all
Liens,  and to effect the Transfer of any Business  License  required due to the
transactions contemplated by this Agreement.

         Section 11.5  Non-Competition.

         As part of the  consideration to be paid by the Purchaser to the Seller
pursuant to this  Agreement,  each of the Seller and Champps  agrees to be bound
by, and agrees to cause each of its subsidiaries  (other than EMA) to operate in
a manner consistent with, the following covenants on and after the Closing:

         A. The Fuddruckers System. Each of the Seller and Champps  acknowledges
that (i) the Company  owns all right,  title and  interest in and to any and all
information,  knowledge,  recipes, trade secrets,  plans, drawings,  information
concerning sources of supply, confidential and proprietary information, know-how
and techniques that give the Company a competitive advantage (collectively,  the
"Fuddruckers  System"),  and the  Company  has taken  measures  to  protect  the
Fuddruckers System and (ii) each of the Seller and Champps shall not communicate
or disclose any  information  regarding  the  Fuddruckers  System to any Person,
unless  such Person  receives  the  Purchaser's  prior  written  consent or such
information  regarding the  Fuddruckers  System 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 applicable Law.

         B.  Covenant Not to Compete.  Absent the prior  written  consent of the
Purchaser,  for a period of ten years following the Closing,  none of the Seller
or Champps, shall: (1) directly or indirectly,  own, manage,  operate,  finance,
join,  or control,  or  participate  in the  ownership,  management,  operation,
financing  or control of, or be  associated  as a partner or  representative  in
connection  with,  any  restaurant  business  that is in the  gourmet  hamburger
business or whose method of operation or trade dress is similar to that employed
in the operation of the "Fuddruckers" restaurants; or (2) directly or indirectly
solicit,  induce or attempt to induce any Person then  employed by any  Acquired
Company or the Purchaser  (including  without limitation any Company Employee or
Seller Employee who has entered the employ of the Purchaser or the Company at or
after the Closing) to enter the employ of the Seller or Champps, or any of their
respective  Affiliates or any other Person. To the extent that any subsidiary of
the Seller or Champps has not, or does not, join in this Agreement,  each of the
Seller or Champps  shall cause each such  subsidiary  (other  than the  Acquired
Companies)  to comply with the  provisions  of this  Section  11.5.  None of the
Seller or  Champps,  or any of their  respective  subsidiaries  (other  than the
Acquired  Companies),  shall  dispose  of  any of its  assets  or of any  Equity
Securities  it may own in any other  such  subsidiary  unless the  purchaser  or
transferee thereof agrees, in a document reasonably acceptable to the Purchaser,
to uphold the provisions of this Section 11.5.

         The  Fuddruckers  trade dress is comprised of the "total  image" of the
"Fuddruckers"  restaurant  including  products,  colors,  sizes,  shapes,  color
combination,  graphics, layout and floor plan and specifically such features (or
any of them in different combinations) as follows: An exposed glassed in butcher
shop for meal  preparation and for cutting and processing beef; a beef showcase;
an exposed on-premises bakery for the preparation of bread and dessert products;
a bakery showcase for the bakery  products;  a fresh vegetable  condiment island
with stacked  vegetables;  and interior green bands of neon lights and neon beer
signs. While it is understood that the use of some of these elements are used in
"casual  dining"  restaurants  in  general,  the way in which  several  of these
elements are used in  combination  by the Company  constitutes  its  distinctive
trade  dress.  This  covenant  is not  intended  to cover  all  "casual  dining"
concepts.

         The Purchaser acknowledges and agrees that, notwithstanding anything to
the  contrary  herein,  the  Seller is  presently  engaged in the  operation  of
"Champps  Americana"  restaurants  and is  hereby  permitted  to  engage  in the
operation thereof as currently conducted.

         C.  Limitations.  (i) The Purchaser  shall have the right,  in its sole
discretion,  to reduce the scope of any covenant in this Section 11.5  effective
immediately  upon the Seller's receipt of written notice to such effect from the
Purchaser,  and each of the  Seller  and  Champps  agrees  that it 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 the Seller or Champps.

                  (ii) The restrictions contained in this Section 11.5 shall not
apply to the  ownership,  by the Seller or  Champps,  of less than a 5% legal or
beneficial  ownership in outstanding  Equity  Securities of any publicly  traded
corporation.  The  existence  of any claim that the  Seller or Champps  may have
against the Purchaser or any Acquired Company,  whether or not arising from this
Agreement,  shall not  constitute  a defense  by the  Seller or  Champps  to the
enforcement  by the Purchaser and any Acquired  Company of the covenants in this
Section 11.5

         D. Equitable Relief.  The Seller and Champps,  and the Purchaser,  each
acknowledge that any breach of the covenants  contained in Section 11.5(A) would
cause an  irreparable  injury to the  Purchaser and that damages and remedies at
law for any breach of any such covenant would be inadequate,  and the Seller and
Champps  hereby  accordingly  consent  to the  entry of an order by any court of
competent  jurisdiction  for specific  performance or for injunctive  relief and
other equitable relief to prevent an actual,  intended or probable breach of any
such  covenant.  Each of the Acquired  Companies  and the  Purchaser may further
avail  itself of any other legal or equitable  rights and  remedies  that it may
have under this Agreement or otherwise.

         E. Judicial Determinations.  It is the desire and intent of the parties
to this  Agreement  that the  provisions of this Section 11.5 be enforced to the
fullest extent  permissible  under the Laws and public policies  applied in each
jurisdiction  in which  enforcement is sought.  If any  particular  provision or
portion of this Section 11.5 shall be adjudicated to be invalid,  ineffective or
unenforceable, this Section 11.5 shall be deemed automatically amended to delete
therefrom  such provision or portion  adjudicated to be invalid,  ineffective or
unenforceable,  such  amendment to apply only with  respect to the  operation of
such provision in the particular jurisdiction with respect to which adjudication
is made.

         Section 11.6  Confidentiality.  Whether or not the Closing occurs,  the
Purchaser  and the Seller  will each,  and will each  cause its  Affiliates  and
authorized representatives to, treat in confidence all documents,  materials and
other  information  disclosed by or on behalf of the other party or any of their
respective  Affiliates,  whether  before,  during  or after  the  course  of the
negotiations  leading to the execution of this Agreement or  thereafter,  and in
the  preparation of agreements,  schedules and other  documents  relating to the
consummation of the transactions contemplated hereby.

         Section 11.7 Champps Successors.  Champps and the Seller hereby jointly
and severally agree that not less than fifteen (15) days prior written notice of
(i) any proposed  sale of the stock of Champps,  (ii) any  proposed  sale of any
significant  portion of the assets of Champps outside of the ordinary course, or
(iii) any merger,  consolidation or similar transaction involving Champps, shall
be given by  Champps  or the Seller to the  Purchaser.  The  Seller and  Champps
jointly and  severally  covenant and agree that,  as a condition to (A) any such
sale of assets or (B) any such sale of stock or merger, consolidation or similar
transaction  after  giving  effect  to which the  purchaser  of the stock or the
surviving  or  resulting  Person would not become as a matter of law legally and
validly bound by this Agreement,  including Section 13.14 and this Section 11.7,
the Seller or Champps,  as applicable,  shall cause the purchaser of such assets
or stock or the  surviving  or  resulting  Person  in any such  merger  or other
transaction to (a) expressly assume,  jointly and severally,  for the benefit of
the  Purchaser  in a writing  delivered to the  Purchaser,  all  obligations  of
Champps under this  Agreement,  and (b) undertake for the direct  benefit of the
Purchaser  to  require  any  subsequent  purchaser  of such  stock or  assets or
subsequent  surviving  or  resulting  Person in any merger or other  transaction
described  in clause  (A) or clause  (B) above to in turn  agree to the  matters
contained  in  this  Section  11.7  including  with  respect  to any  subsequent
transferee.  It is further  acknowledged  that any breach of the  covenants  and
agreements  contained in this Section 11.7 would cause an irreparable  injury to
the  Purchaser  and that  damages and remedies at law for any breach of any such
covenant would be inadequate, and the parties each hereby accordingly consent to
the  entry of an  order by any  court of  competent  jurisdiction  for  specific
performance or for injunctive  relief and other  equitable  relief to prevent an
actual,  intended or probable  breach of any such  covenant  or  agreement.  The
Purchaser  may further  avail itself of any other legal or equitable  rights and
remedies that it may have under this Agreement or otherwise.


                                   ARTICLE XII

                               Certain Tax Matters

         Section 12.1 Obligation for Certain Taxes.  All sales,  use,  transfer,
documentary,  stamp,  registration,  conveyance,  value  added or other  similar
Taxes,  duties,  fees, excises or governmental  charges (including any penalties
and interest) imposed by any taxing  jurisdiction,  domestic or foreign, and all
recording or filing fees (other than the HSR Act filing fee which is governed by
Section 13.7),  notarial fees and other similar costs of Closing with respect to
the Transfer of the Shares,  the Assets and the  Transferred  Seller Assets (and
any Excluded  Items,  or Assets and Liabilities to be Transferred as provided in
Section  6.6(C)) will be borne by the Seller,  and the Seller  will,  at its own
expense,  file all necessary Tax Returns and other documentation with respect to
all of the foregoing.

         Section 12.2  Section  338(h)(10)  Elections;  Allocation  of  Purchase
                       Price.

         A.  Section  338(h)(10)  Elections.  The  Seller  will  join  with  the
Purchaser in making  elections  under  section  338(h)(10)  of the Code (and any
corresponding  elections under state, local or foreign Law)  (collectively,  the
"Section 338(h)(10) Elections") with respect to the purchase and sale (including
any deemed  purchase and sale) of the stock of each of the  Acquired  Companies.
The Seller will pay any Tax attributable to the making of the Section 338(h)(10)
Elections and will  indemnify the Purchaser and the Acquired  Companies from and
against any costs, expenses or other Liabilities  (including any Taxes resulting
from this  indemnification)  arising  out of any  failure  to pay such Tax.  The
Seller  will  also pay any  state,  local or  foreign  Tax  (and  indemnify  the
Purchaser  and the Acquired  Companies  from and against any costs,  expenses or
other  Liabilities,  including any Taxes  resulting  from this  indemnification,
arising out of any failure to pay such Tax)  attributable  to any election under
state,  local or foreign Law similar to the  election  available  under  section
338(g) of the Code (or  which  results  from the  making  of an  election  under
section 338(g) of the Code) with respect to the purchase and sale (including any
deemed   purchase   and   sale)  of  the  stock  of  the   Acquired   Companies.
Indemnification  under  this  Section  12.2(A)  shall  include  only such  Taxes
(together with related costs,  expenses or other Liabilities) as result directly
from such  elections as of the date on which the deemed asset  purchase  occurs,
and shall not include Taxes,  if any,  resulting  from the secondary  effects of
such  elections,  such as differences in  depreciation  deductions,  loss of net
operating loss carry forwards and like matters.

         B. Allocation of Purchase Price.  The Seller and the Purchaser agree to
use their best good faith efforts to allocate,  as soon as practicable following
the Closing,  the Final Purchase  Price and the  Transferred  Liabilities  (plus
other  relevant  items) to the  assets  of the  Acquired  Companies  for all Tax
purposes. The Seller, the Purchaser and the Acquired Companies will file all Tax
Returns  (including  amended  returns  and claims for  refund)  and  information
reports in a manner consistent with such allocation.

         Section 12.3  Tax Returns; Cooperation.

         A. Tax Periods  Ending on or Before the Closing Date.  The Seller shall
prepare  and file or cause to be  prepared  and  filed all Tax  Returns  for the
Acquired  Companies for all periods ending on or prior to the Closing Date which
are filed after the Closing  Date  including  income Tax Returns with respect to
periods for which a  consolidated,  unitary or combined income Tax Return of the
Seller will include the operations of the Acquired  Companies.  The Seller shall
permit the Purchaser to review and comment on each such Tax Return  described in
the preceding  sentence  prior to filing.  The Seller shall pay all Taxes of the
Acquired Companies with respect to such periods.

         B. Tax Periods  Beginning Before and Ending After the Closing Date. The
Purchaser  shall  prepare  and file or cause to be  prepared  and  filed any Tax
Returns of the Acquired Companies for Tax periods which begin before the Closing
Date and end after the Closing Date.  The  Purchaser  shall permit the Seller to
review and comment on each such Tax Return  described in the preceding  sentence
prior to filing.  The Seller shall reimburse the Purchaser,  within fifteen (15)
days after the date on which such costs are paid with  respect to such  periods,
for one half of the costs associated with the preparation and filing of such Tax
Returns. The Seller shall deliver to the Purchaser,  at least three (3) business
days prior to the date on which such Taxes are required to be paid, that portion
of the Taxes which  relate to the portion of such taxable  period  ending on the
Closing  Date.  For purposes of this Section  12.3(B),  in the case of any Taxes
that are imposed on a periodic  basis and are payable for a taxable  period that
includes (but does not end on) the Closing  Date,  the portion of such Tax which
relates to the portion of such taxable  period  ending on the Closing Date shall
(i) in the case of any Taxes other than Taxes based upon or related to income or
receipts,  be deemed to be the amount of such Tax for the entire  taxable period
multiplied  by a fraction  the  numerator  of which is the number of days in the
taxable  period ending on the Closing Date and the  denominator  of which is the
number of days in the  entire  taxable  period,  and (ii) in the case of any Tax
based upon or related to income or receipts be deemed  equal to the amount which
would be payable if the relevant  taxable  period ended on the Closing Date. Any
credits  relating  to a taxable  period  that  begins  before and ends after the
Closing Date shall be taken into account as though the relevant  taxable  period
ended on the Closing Date.  All  determinations  necessary to give effect to the
foregoing  allocations  shall be made in a manner consistent with prior practice
of the Acquired Companies.

         C.  Legal  Proceedings.  With  respect to any Tax  Returns  for any Tax
periods, the party hereto responsible for the preparation and filing of such Tax
Return  shall  control  the  defense  of  any  audits  thereof  or  other  Legal
Proceedings relating thereto,  provided that the costs of any such defense shall
be shared by the  parties  hereto,  pro rata based on their  responsibility  for
Taxes due under any such Tax Return, and provided further that no such audits or
other  Legal  Proceedings  shall be settled in a manner  which  would  adversely
affect the other party hereto  without the prior  written  consent of such other
party, which consent shall not be unreasonably withheld.

         D.  Cooperation  on  Tax  Matters.  (i)  The  Purchaser,  the  Acquired
Companies and the Seller shall cooperate fully, as and to the extent  reasonably
requested  by the other  party,  in  connection  with the filing of Tax  Returns
pursuant to this Section 12.3 and any audit, litigation or other proceeding with
respect to Taxes.  Such  cooperation  shall  include the retention and (upon the
other  party's  request)  the  provision  of records and  information  which are
reasonably relevant to any such audit, litigation or other proceeding and making
employees  available  on a  mutually  convenient  basis  to  provide  additional
information  and explanation of any material  provided  hereunder as provided in
Section 11.1.

                  (ii) The Purchaser and the Seller further agree, upon request,
to use their best efforts to obtain any  certificate  or other document from any
Governmental Entity or any other Person as may be necessary to mitigate,  reduce
or eliminate any Tax that could be imposed (including,  but not limited to, with
respect to the transactions contemplated hereby).

                  (iii)  The  Purchaser  and  the  Seller  further  agree,  upon
request,  to provide the other party with all information  that either party may
be required  to report  pursuant  to Section  6043 of the Code and all  Treasury
Regulations promulgated thereunder.

                  (iv) The  Purchaser  and the  Seller  further  agree  that Tax
Returns prepared pursuant to paragraphs A and B above shall not unreasonably, or
in  a  manner  inconsistent  with  past  practice  of  the  Acquired  Companies,
accelerate or defer any Tax items.

         E. Tax  Sharing  Agreements.  All tax  sharing  agreements  or  similar
agreements with respect to or involving any Acquired Company shall be terminated
as to the Acquired  Companies as of the Closing Date. After the Closing Date, no
Acquired  Company  shall be bound by or have any  Liability  under  any such tax
sharing agreement or similar  agreement,  including  without  limitation the Tax
Allocation Agreement.

         F. Indemnification Against Taxes of Other Persons. The Seller agrees to
indemnify the Purchaser and the Acquired  Companies  from and against any costs,
expenses  or  other  Liabilities   (including  any  Taxes  resulting  from  this
indemnification)  that  the  Purchaser  or the  Acquired  Companies  may  suffer
resulting from,  arising out of, relating to, in the nature of, or caused by any
Liability  of any of the Acquired  Companies  for Taxes of any Person other than
the Acquired Companies (i) under Treasury  Regulations  section 1.1502-6 (or any
similar  provision of state,  local or foreign  Law),  (ii) as a  transferee  or
successor,  (iii) by contract, or (iv) otherwise. Such indemnification shall not
include  Liability  for Taxes of any Person who is an  "affiliate"  (within  the
meaning  of  Section  1504(a) of the Code) of the  Purchaser  or who  becomes an
"affiliate"  (within the  meaning of Section  1504(a) of the Code) of any of the
Acquired Companies on or after the Closing.  Furthermore,  such  indemnification
shall not  include  any  Liability  for Taxes  arising  from or  relating to any
transaction occurring after the Closing Date.

         Section 12.4 Certain Definitions.  For purposes of this Agreement,  (i)
"Tax" or "Taxes" includes all federal,  state,  local,  foreign and other taxes,
assessments,  or governmental charges of any kind whatsoever including,  without
limitation,  income,  franchise,  capital stock, excise,  property,  sales, use,
service,  service use, leasing, leasing use, gross receipts, value added, single
business, alternative or add-on minimum, occupation, real and personal property,
stamp, workers' compensation,  severance,  windfall,  profits,  customs, duties,
disability,  registration,  estimated, environmental (including Taxes under Code
Section 59A),  transfer,  payroll,  withholding,  employment,  unemployment  and
social security  taxes,  or other taxes of the same or similar nature,  together
with any  interest,  penalties  or  additions  thereon  and  estimated  payments
thereof,  whether  disputed or not, (ii) "Tax Return" or "Tax Returns"  includes
all returns,  reports,  information  returns,  forms,  declarations,  claims for
refund,  statements and other  documents  (including any amendments  thereto and
including any schedule or attachment  thereto) in connection with Taxes that are
required to be filed with a Governmental Entity or other tax authority,  or sent
or provided to another  party under  applicable  Law, and (iii) all citations of
the Code or to the Treasury Regulations  promulgated thereunder will include any
amendments or successor provisions thereto.


                                  ARTICLE XIII

                                  Miscellaneous


         Section 13.1 Entire Agreement;  Amendment. Each of the representations,
warranties,  covenants  and  agreements  of any party  hereto  contained in this
Agreement or the Disclosure  Schedule or any certificate  delivered by any party
hereto pursuant to this Agreement will be deemed  incorporated  and contained in
this Agreement and will constitute representations and warranties of such party.
This  Agreement   (including  the  Disclosure  Schedule)  supersedes  any  other
agreement,  whether  written or oral, that may have been made or entered into by
any party or any of their respective Affiliates (or by any director,  officer or
representative  thereof) with respect to the subject  matter  hereof,  including
without  limitation  that certain  letter from the Purchaser to the Seller dated
May 15,  1998 and agreed to by the Seller on June 3, 1998 and, as of the Closing
only,  that certain  confidentiality  letter dated March 2, 1998. This Agreement
(including  the Disclosure  Schedule)  constitutes  the entire  agreement of the
parties hereto with respect to the matters  provided for herein and there are no
agreements  or  commitments  by or among such parties or their  Affiliates  with
respect to the  subject  matter  hereof  except as  expressly  set forth in this
Agreement.   No  investigation  or  receipt  of  information   (other  than  the
information  contained  in  the  Disclosure  Schedule)  by or on  behalf  of the
Purchaser  will diminish any of the  representations,  warranties,  covenants or
agreements of the Seller under this  Agreement or the  conditions to obligations
of  the  Purchaser  under  this  Agreement.   No  investigation  or  receipt  of
information  by or on behalf of the Seller  will  diminish or obviate any of the
representations, warranties, covenants or agreements of the Purchaser under this
Agreement or the conditions to obligations of the Seller under this Agreement.

         Section 13.2  Amendments.  No amendment,  modification or alteration of
the terms or provisions of this Agreement shall be binding unless the same shall
be in writing and duly executed by the Purchaser and the Seller.

         Section 13.3 Successors and Assigns.  This Agreement shall inure to the
benefit  of and be  binding  upon  the  parties  hereto,  and  their  respective
successors  and  permitted  assigns.  This  Agreement may not be assigned by the
Seller,  or by Champps without the Purchaser's prior written consent (subject to
Section 11.7). This Agreement is freely assignable by the Purchaser, and without
limiting the foregoing,  the Purchaser may designate a nominee(s) or designee(s)
to acquire the Shares at the Closing,  provided  that the  assignee,  nominee or
designee of the Purchaser executes a document  acknowledging that it accepts the
terms and  provisions of this  Agreement with the same force and effect as if it
had  originally  been the  "Purchaser"  hereunder  provided  that the  Seller is
reasonably satisfied that such assignee, nominee or designee meets the net worth
and other requirements applicable to the Purchaser hereunder.

         Section 13.4  Counterparts.  This  Agreement  may be executed in one or
more  counterparts,  each of which  shall be  deemed to be an  original  for all
purposes and all of which together shall constitute one and the same instrument.

         Section  13.5  Headings  and Section  References.  The  headings of the
sections and paragraphs of this Agreement are included for convenience  only and
are not intended to be a part of, or to affect the meaning or interpretation of,
this  Agreement.   All  section  references  herein,  unless  otherwise  clearly
indicated, are to sections within this Agreement.

         Section 13.6 Waiver. No failure or delay by either the Purchaser or the
Seller in exercising any right, power or privilege  hereunder shall operate as a
waiver thereof;  nor shall any single or partial  exercise  thereof preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege.  The rights and  remedies  herein  provided  are  cumulative  and not
exclusive of any rights or remedies otherwise provided by Law.

         Section 13.7 Expenses. Except as otherwise specifically provided for in
this  Agreement,  the  Seller  and the  Purchaser  shall  each pay all costs and
expenses incurred by it, or on its behalf, in connection with this Agreement and
the transactions  contemplated hereby, including,  without limitation,  fees and
expenses  of  its  own  financial  consultants,  accountants  and  counsel.  The
Purchaser  and the Seller shall each pay one half of the HSR Act filing fee. The
Purchaser shall pay all fees and expenses  related to filings with  Governmental
Entities  relating to Business  Licenses  which  filings are required to be made
following the Closing due to a change in control of any Acquired  Company due to
the Purchaser's acquisition of the Shares.

         Section  13.8  Notices.  Any  notice,  request,  instruction  or  other
document to be given under this Agreement by any party hereto to any other party
shall  be  in  writing  and  delivered   personally,   dispatched  by  facsimile
transmission, or sent by a nationally recognized overnight courier service or by
registered or certified mail, postage prepaid:

                                    If to the Seller, to:

                         Unique Casual Restaurants, Inc.
                                            55 Ferncroft Road
                                            Danvers, MA 01923
                           Attn.: Donald C. Moore and
                             Donna L. Depoian, Esq.
                             Fax No.: (978) 774-1334

                                            with a copy to:

                             Goodwin, Procter & Hoar
                                            Exchange Place
                                            Boston, MA 02109
                                            Attn.:  Ettore A. Santucci, Esq.
                                            Fax No.:  (617) 570-8150


                                    If to the Purchaser, to:

                                            King Cannon, Inc.
                         575 Lexington Avenue, Suite 410
                                            New York, NY 10022
                             Attn: Michael R. Cannon
                             Fax No.: (212) 572-8369

                                            with a copy to:

                             Goulston & Storrs, P.C.
                                            400 Atlantic Avenue
                                            Boston, MA 02110-3333
                                            Attn.:   Kitt Sawitsky, Esq.
                             Fax No.: (617) 574-4112


or at such other  address as shall be specified by like notice.  Any notice that
is delivered  personally in the manner  provided  herein shall be deemed to have
been duly given to the Person to which it is  directed  upon  actual  receipt by
such Person (or its agent for notices hereunder).  Any notice that is dispatched
by facsimile  transmission shall be deemed to have been duly given to the Person
to which it is addressed upon  transmission  and  confirmation  of receipt.  Any
notice  that is  addressed  as  provided  herein  and  mailed by  registered  or
certified  mail shall be  conclusively  presumed  to have been duly given to the
Person to which it is  addressed  at the close of  business,  local time of such
party,  on the fifth calendar day after the day it is so placed in the mail. Any
notice that is addressed as provided herein and sent by a nationally  recognized
overnight courier service shall be conclusively presumed to have been duly given
to the Person to which it is addressed  at the close of business,  local time of
such Person,  on the next  business day  following its deposit with such courier
service for next day delivery.

         Section 13.9  Governing  Law. This  Agreement  and the legal  relations
among the parties hereto shall be governed and construed in accordance  with the
substantive Laws of the Commonwealth of Massachusetts,  without giving effect to
the principles of conflict of laws thereof.

         Section 13.10  Severability.  If any provisions hereof shall be held by
any court of competent jurisdiction to be illegal, void, or unenforceable,  such
provisions   shall  be  of  no  force  and  effect,   but  the   illegality   or
unenforceability   shall  have  no  effect  upon,   and  shall  not  impair  the
enforceability of, any other provision of this Agreement.

         Section  13.11  "Knowledge".  Whenever  "to  its  knowledge,"  "known",
"aware" or a similar phrase is used to qualify a  representation  of the Seller,
the "knowledge" so referred to shall be deemed to be the actual knowledge of the
individual named on Schedule 13.11.

         Section 13.12 Rights of Third Parties.  Nothing expressed or implied in
this  Agreement  is  intended  or will be  construed  to confer upon or give any
Person  other  than the  parties  hereto  and their  respective  successors  and
permitted assigns any rights or remedies under or by reason of this Agreement or
any transaction contemplated hereby.

         Section  13.13 Consent to  Jurisdiction.  Each of the Purchaser and the
Seller hereby  irrevocably  consents that any legal action or proceeding against
it under,  arising out of, or in any manner  relating to this  Agreement  or any
other agreement, document or instrument arising out of or executed in connection
with  this  Agreement  may be  brought  in any  state  or  federal  court in the
Commonwealth  of  Massachusetts  of competent  jurisdiction.  Each party, by the
execution and delivery of this Agreement, expressly and irrevocably consents and
submits to the personal jurisdiction of any of such courts in any such action or
proceeding. Each party hereby further irrevocably consents to the service of any
complaint,  summons,  notice or other  process  relating  to any such  action or
proceeding by delivery  thereof to it by hand,  by mail or by overnight  express
delivery service in the manner provided for in Section 13.8 or by serving a copy
thereof on any registered agent for such party in such jurisdiction.  Each party
hereby  expressly and  irrevocably  waives any claim or defense in any action or
proceeding based on any alleged lack of personal  jurisdiction,  improper venue,
forum non conveniens,  or any similar basis. Nothing in this Section 13.13 shall
affect  or  impair  in any  manner  or to any  extent  the right of any party to
commence legal  proceedings or otherwise  proceed against any other party in any
jurisdiction  or to serve  process in any manner  permitted  by Law. The parties
further  agree that the consents and waivers  provided for in this Section 13.13
are  personal  and solely for the benefit of the parties to this  Agreement  and
their  respective  heirs and successors and are not intended for the benefit of,
and may not be invoked by, any other Person.

         Section  13.14   Indemnification:   Survival  of  Representations   and
Warranties.

         A.  Indemnification  by the Seller and Champps.  The Seller and Champps
each hereby jointly and severally agrees to indemnify,  defend and hold harmless
the  Purchaser,  each of the Acquired  Companies,  each of the Affiliates of the
Purchaser  or  any  Acquired  Company,  and  each  of the  employees,  officers,
directors, stockholders,  members, managers, partners and representatives of any
one of them,  from and  against any losses,  assessments,  Liabilities,  claims,
obligations, damages, costs or expenses (including without limitation reasonable
attorneys' fees and disbursements) which arise out of or relate to:

                  (1) any  misrepresentation  in, breach of or failure to comply
with,  any  of  the  representations,  warranties,  undertakings,  covenants  or
agreements of the Seller or any Acquired Company or any Affiliate of any of them
contained in this  Agreement,  including  without  limitation in the  Disclosure
Schedule,  or in any  certificate or other  instrument or document  executed and
delivered by the Seller or any Acquired  Company or any Affiliate of any of them
pursuant to this Agreement; or

                 (2)      any Environmental Matters (as hereinafter defined); or

                 (3)      any Retained Liabilities; or

                 (4)      obligations  of  the  Seller  under  Section 2.4 with
                          respect   to  Lease   Termination  Amounts  and  Rent
                          Adjustment Amounts;

and all such losses, assessments,  Liabilities,  claims,  obligations,  damages,
costs or expenses so arising out of or relating to any of the foregoing  clauses
(1) through (4), inclusive,  of this Section 13.14(A),  or the matters described
therein,  are referred to hereinafter  as the  "Purchaser's  Losses";  provided,
however,  that the Seller  shall not have any  obligation  so to  indemnify  the
Purchaser  on  account  of any  breach  of any  representation  or  warranty  as
described  in clause  (1) above of this  Section  13.14(A)  unless and until the
Purchaser's  Losses  paid or incurred  by the  Purchaser  on account of all such
breaches of representations and warranties exceed $100,000 in the aggregate,  in
which event the Purchaser will be entitled to such indemnification in respect of
all such Purchaser's Losses,  including without limitation such initial $100,000
of Purchaser's Losses.

         As used above, the term "Environmental  Matters" shall mean and include
each and all of the following:

                  (i) any Environmental  Condition on, at, under, migrating from
or to, or  relating  to the  Current  Locations  or the Other  Locations  or any
facilities  or  operations  thereon,  or  otherwise  relating  in any way to the
Business,  to the  proportionate  extent any such  Environmental  Condition  was
caused or is alleged to have been caused by the acts,  omissions,  operations or
activities of the Seller and/or any of the Acquired Companies;

                  (ii) the generation, manufacture, refinement,  transportation,
treatment, storage, handling, disposal, transfer, production, Release, Threat of
Release,  or  processing of any Hazardous  Materials  (collectively,  "Hazardous
Materials Activities") on, at, under or relating to the Current Locations or the
Other Locations or any facilities or operations  thereon,  or otherwise relating
in any way to the  Business,  to the  proportionate  extent  any such  Hazardous
Materials  Activities occurred or are alleged to have occurred during the period
of the  Seller's  ownership  or  operation  of the  Business  and/or  any of the
Acquired Companies, including, without limitation, off-site waste transportation
and disposal practices prior to the Closing; and

                  (iii) any  Environmental  Condition on, at,  under,  migrating
from or to,  or  relating  to any  Current  Location  or Other  Location  or any
facilities  or  operations  thereon,  or  otherwise  relating  in any way to the
Business,  and  identified or referenced in the ESA for said Location  listed on
Schedule  13.14 attached  hereto or otherwise  disclosed to the Purchaser by the
Seller.

         The  Seller   acknowledges   and   agrees   that  the   definition   of
"Environmental  Matters"  above  shall  include  each  and all of the  foregoing
clauses (i) through (iii),  inclusive,  regardless of whether any of the matters
described  in such  clauses  (i)  through  (iii),  inclusive,  or any  facts  or
circumstances  relating  thereto,  have been  disclosed to the Purchaser in this
Agreement  or  in  the   Disclosure   Schedule  or   otherwise,   and  that  the
indemnification  obligations with respect to  Environmental  Matters pursuant to
this Section 13.14 shall exist in full force and effect notwithstanding any such
disclosure.  The Purchaser  acknowledges  that (i) the Seller's  indemnification
obligations  with  respect  to  Environmental  Matters  shall  not  abrogate  or
otherwise affect the Seller's ability to pursue third parties for damages and/or
contribution,  and (ii) the Seller shall be entitled to bring third party claims
regarding  Environmental  Matters by or through the  Purchaser  (at the Seller's
sole cost and expense)  provided that the Seller first  obtains the  Purchaser's
written  consent  (which  consent  shall be  granted  or  denied at the sole but
reasonable discretion of the Purchaser).

         B.  Indemnification  by the Purchaser.  The Purchaser shall  indemnify,
defend and hold  harmless  the Seller and its  employees,  officers,  directors,
partners  and  representatives  (other than any of the  foregoing  as may become
employees of any Acquired Company or the Purchaser at or after the Closing) from
and against any losses, assessments,  Liabilities, claims, obligations, damages,
costs or expenses (including without limitation  reasonable  attorneys' fees and
disbursements)  which arise out of or relate to: (i) any  misrepresentation  in,
breach of or failure to comply  with,  any of the  representations,  warranties,
covenants or agreements of the Purchaser contained in this Agreement,  or in any
certificate or other instrument executed and delivered by the Purchaser pursuant
to this  Agreement;  or (ii) any Transferred  Liabilities  (and all such losses,
assessments,  Liabilities,  claims, obligations,  damages, costs or expenses are
referred to hereinafter as the "Seller's Losses");  provided,  however, that the
Purchaser shall not have any obligation so to indemnify the Seller on account of
any breach of any  representation  or warranty as  described  herein  unless and
until the Seller's Losses paid,  incurred,  suffered or accrued by the Seller on
account of all breaches of representations and warranties exceed $100,000 in the
aggregate, in which event the Seller will be entitled to such indemnification in
respect of all such Seller's Losses,  including without  limitation such initial
$100,000 of Seller's  Losses.  The  Purchaser's  representations  and warranties
under this  Agreement,  and its  indemnification  obligations  arising from such
representations  and warranties,  shall survive the Closing and shall expire and
terminate on December 31, 2000.  Any  covenants or  agreements  of the Purchaser
hereunder,  and any and all indemnification  obligations  relating thereto shall
survive the Closing  indefinitely,  unless earlier  expiring in accordance  with
their respective  terms.  Notwithstanding  anything herein to the contrary,  the
maximum  aggregate  liability  of the  Purchaser on account of any breach of any
representation  or  warranty  described  in this  Section  13.14(B)(i)  shall be
limited to $5,000,000;  provided, however, that such limitation on the liability
of the  Purchaser  shall not apply to, and there shall be no cap or limit on the
liability of the  Purchaser to the Seller under or in  connection  with any such
liability on account of any breach by the  Purchaser of any of its  covenants or
agreements  hereunder or on account of its indemnification  obligations pursuant
to this Section 13.14 (except for those indemnification obligations specifically
referenced in the first clause of this sentence).

         C. Survival.  The Seller's  representations  and warranties  under this
Agreement, and its indemnification obligations arising from such representations
and  warranties,  shall  survive the Closing and shall  expire and  terminate on
December 31, 2000, except for those  representations and warranties contained in
(a) Section  4.1(L)(iii)  which shall  survive the Closing and shall  expire and
terminate  on December  31, 2003,  (b) Section  4.1(M) and Section  4.1(P) which
shall  survive the Closing and shall expire and  terminate on the  expiration of
the applicable statute of limitations with respect to any applicable Purchaser's
Losses,  and (c) Section  4.1(A)  with  respect to the due  organization,  valid
existence  and good  standing of the Seller and any Acquired  Company as well as
with  respect to the  matters  referred  to in the last two  sentences  thereof,
Section  4.1(B)  (except for clause  (iv) and the last  sentence  thereof),  and
Section  4.1(C) which shall survive the Closing  indefinitely.  Any covenants or
agreements of the Seller hereunder, and any and all indemnification  obligations
relating thereto shall survive the Closing indefinitely, unless earlier expiring
in  accordance  with  their  respective  terms.  The  Seller's   indemnification
obligations  with  respect  to  covenants  and the items  described  in  Section
13.14(A)(2),   Section  13.14(A)(3),   and  Section  13.14(A)(4)  shall  survive
indefinitely.

         D. Indemnification  Liability.  Notwithstanding  anything herein to the
contrary, the maximum aggregate liability of the Seller on account of any breach
of any  representation  or warranty  described in Section  13.14(A)(1)  shall be
limited  to the  amount of the Final  Purchase  Price.  Such  limitation  on the
liability  of the Seller  shall not apply to, and there shall be no cap or limit
on the liability of the Seller to the Purchaser  under or in connection with any
liability  on account of any  breach by the  Seller of any of its  covenants  or
agreements  hereunder or on account of indemnification  obligations  pursuant to
this Section 13.14 (except for those  indemnification  obligations  specifically
referenced in the first clause of this Section 13.14(D)), provided that it shall
be a condition to the Purchaser  recovering any amount of Purchaser's  Losses in
excess of the Final  Purchase  Price that the Purchaser  transfers to the Seller
full ownership and control of the Shares,  the Assets and the Transferred Seller
Assets (to the extent then owned by the Purchaser  and the Acquired  Companies),
the  Acquired  Companies  and the  Business  in such a manner as to rescind  the
transactions  contemplated  hereby  and  the  Seller  pays to the  Purchaser  in
connection  with such transfer an amount equal to (i) the Final  Purchase  Price
plus (ii) all additional  investments made in the Acquired  Companies  following
the Closing  plus (iii) an amount  equal to an internal  rate of return equal to
25% on the sum of items  (i) and  (ii),  unless  the  Seller  in its  discretion
declines to have such transfer-back and rescission effected and elects to pay to
the Purchaser all such Purchaser's Losses regardless of this proviso.

         E.  Procedures.  (i)  Any  of  the  Purchaser's  Losses  may  first  be
satisfied,  at the Purchaser's election, from the General Escrow Amount, and any
interest earned thereon,  to the extent sufficient.  In the event that any Legal
Proceeding shall be threatened or instituted in respect to which indemnification
may be sought by one party hereto from  another  party under the  provisions  of
this Section  13.14,  the party seeking  indemnification  ("Indemnitee")  shall,
reasonably  promptly  after  acquiring  actual  knowledge of such  threatened or
instituted Legal  Proceeding,  cause written notice in reasonable detail of such
threatened  or  instituted  Legal  Proceeding  and  which  is  covered  by  this
indemnification,  to be forwarded to the other party from which  indemnification
is being sought ("Indemnitor"),  provided,  however, that the failure to provide
such notice as of any particular date as aforesaid will not affect any rights to
indemnification hereunder.

                  (ii) In the event of the  initiation  of any Legal  Proceeding
against an Indemnitee by a third party,  the Indemnitor  shall have the absolute
right after the receipt of the notice described in Section  13.14(E)(i),  at its
option and at its own expense,  to be represented by counsel of its choice,  and
(subject  to Section  13.14(E)(iii))  to defend  against,  negotiate,  settle or
otherwise  deal  with  any  Legal  Proceeding  or  demand  that  relates  to any
Purchaser's Losses or Seller's Losses, as the case may be,  indemnified  against
hereunder, and, in such event, the Indemnitee will reasonably cooperate with the
Indemnitor and its representatives in connection with such defense, negotiation,
settlement  or  dealings  (and  the  Indemnitee's  costs  and  expenses  arising
therefrom  or relating  thereto  shall  constitute  Purchaser's  Losses,  if the
Indemnitee  is the  Purchaser,  or Seller's  Losses,  if the  Indemnitee  is the
Seller); provided,  however, that the Indemnitee may directly participate in any
such Legal Proceeding so defended with counsel of its choice at its own expense,
except that,  if the  Indemnitor  fails to take  reasonable  steps  necessary to
defend diligently such third party claim within 15 business days after receiving
written notice from the Indemnitee that the Indemnitee  reasonably  believes the
Indemnitor  has failed to take such  steps,  the  Indemnitee  may assume its own
defense,  and,  in  such  event  (a)  the  Indemnitor  will  be  liable  for all
Purchaser's or Seller's Losses,  as the case may be, reasonably paid or incurred
in connection  therewith,  and (b) the Indemnitor shall, in any case, reasonably
cooperate,  at its own expense,  with the Indemnitee and its  representatives in
connection with such defense.

                  (iii)  Without the prior  written  consent of the  Indemnitee,
which shall not be unreasonably withheld, the Indemnitor will not enter into any
settlement  of any third party claim which would lead to Liability or create any
financial  or other  obligation  on the part of the  Indemnitee  for  which  the
Indemnitee is not provided  indemnification  hereunder or which would  otherwise
adversely affect the Assets, the Transferred  Seller Assets,  the Business,  any
Acquired  Company  or the  Purchaser.  If a firm offer is made to settle a third
party claim without leading to Liability or the creation of a financial or other
obligation  on the  part of the  Indemnitee  for  which  the  Indemnitee  is not
provided  indemnification  hereunder  and the  Indemnitor  desires to accept and
agree to such offer,  the Indemnitor  will give written notice to the Indemnitee
to that  effect.  If the  Indemnitee  notifies the  Indemnitor  that it does not
consent to such firm offer  within 10  calendar  days after its  receipt of such
notice from the  Indemnitor,  the  Indemnitee  may continue to contest or defend
such  third  party  claim and,  in such  event,  the  maximum  Liability  of the
Indemnitor  as to such  third  party  claim  will not  exceed the amount of such
settlement  offer,  plus the Purchaser's  Losses or Seller's Losses, as the case
may be,  reasonably  paid or incurred by the Indemnitee  through the end of such
10-calendar day period.

                  (iv)  After  any  final  judgment  or award  shall  have  been
rendered by a  Governmental  Entity of  competent  jurisdiction  and the time in
which  to  appeal  therefrom  has  expired,  or a  settlement  shall  have  been
consummated,  or the  Indemnitee  and the  Indemnitor  shall  have  arrived at a
mutually  binding  agreement with respect to each separate  matter alleged to be
indemnified by the  Indemnitor  hereunder,  the Indemnitee  shall forward to the
Indemnitor  notice of any sums due and owing by it with  respect to such matter,
and the Indemnitor  shall pay all of the sums so owing to the Indemnitee by wire
transfer or certified or bank  cashier's  check within 30 days after the date of
such notice.  Any and all  Purchaser's  Losses or Seller's Losses that are costs
and expenses  incurred in  connection  with a third party claim other than those
described in the preceding  sentence  (including  Purchaser's Losses or Seller's
Losses incurred in the absence of any threatened or pending Legal Proceeding, or
Purchaser's  Losses or Seller's Losses incurred after any such Legal  Proceeding
has been  threatened  or  instituted  but  prior to the  rendering  of any final
judgment or award in connection therewith), shall be paid by the Indemnitor on a
current  basis,  and,  without  limiting the  generality of the  foregoing,  the
Indemnitee  shall have the right to invoice the Indemnitor for such  Purchaser's
Losses  or  Seller's  Losses,  as the case  may be,  as  frequently  as it deems
appropriate,  and the amount of any such Purchaser's  Losses or Seller's Losses,
as the case may be, which are  described or listed in any such invoice  shall be
paid to the Indemnitee,  by wire transfer or certified or bank cashier's  check,
within 30 days after the date of such invoice.

         F. Certain  Limitations.  (i) The amount of any  Purchaser's  Losses or
Seller's Losses shall be net of any amounts actually recovered by the Indemnitee
from third parties (including,  without  limitation,  amounts actually recovered
under insurance  policies) with respect to such  Purchaser's  Losses or Seller's
Losses as the case may be. Any Indemnitor  hereunder  shall be subrogated to the
rights of the  Indemnitee  upon  payment in full of the  amount of the  relevant
Purchaser's  Losses or Seller's  Losses as the case may be. An insurer who would
otherwise  be  obligated  to  pay  any  claim  shall  not  be  relieved  of  the
responsibility  with respect thereto or, solely by virtue of the indemnification
provisions  hereof,  have any subrogation  rights with respect  thereto.  If any
Indemnitee  recovers an amount from a third party in respect of any  Purchaser's
Losses  or  Seller's  Losses  as the case may be after  the full  amount of such
Purchaser's Losses or Seller's Losses has been paid by an Indemnitor or after an
Indemnitor  has made a partial  payment of such  Purchaser's  Losses or Seller's
Losses and the amount received from the third party exceeds the remaining unpaid
balance of such Purchaser's Losses or Seller's Losses, then the Indemnitee shall
promptly  remit  to the  Indemnitor  the  excess  (if any) of (a) the sum of the
amount  theretofore paid by the Indemnitor in respect of such Purchaser's Losses
or  Seller's  Losses  plus the amount  received  from the third party in respect
thereof, less (b) the full amount of such Purchaser's Losses or Seller's Losses.

         (ii) The amount of any  Purchaser's  Losses or  Seller's  Losses or any
other  amounts  payable  or  reimbursable  by one party to the other  under this
Agreement  shall be  increased  or decreased to take account of any net Tax cost
incurred or any net Tax benefit realized by the Indemnitee.

         (iii)  Notwithstanding  any other  provisions of this Agreement (a) the
Purchaser shall not have any right to make claims for  indemnification  pursuant
to this  Section  13.14 with  respect  to any  matter  which is the basis of any
economic  adjustment  pursuant  to Section  2.2(B) or Section  2.3(C),  it being
understood that such  adjustments  constitute the Purchaser's  sole recourse and
remedy with respect to such matters to the exclusion of this Section 13.14,  and
(b) neither the Purchaser nor the Seller shall have any right to make claims for
indemnification  pursuant  to this  Section  13.14 on  account  of  breaches  of
representations and warranties in this Agreement after the period for which such
representations  or warranties  survive pursuant to Section 13.14(B) and Section
13.14(C).  If the  Closing  occurs,  the  indemnification  rights of the parties
provided  in this  Section  13.14 and in the  Escrow  Agreement  constitute  the
exclusive  remedy of the parties with  respect to all matters  described in this
Agreement  (except for the matters described in Article II, Section 6.7, Section
6.9,  Section  6.18,  Article XI and Article XII for which the parties  shall be
entitled to specific  performance  and all other  remedies  available  at law or
equity for the breach of the matters described in such Sections and Articles).

         Section  13.15  Arbitration.  Any and all disputes  between the parties
that arise out of or relate to Article II or Section  13.14  (other than a claim
based on a breach of a  representation  or warranty  except for a claim for such
breach  under the Escrow  Agreement  to which  arbitration  shall apply) of this
Agreement,  or that  arise out of or relate to the Escrow  Agreement,  and which
cannot be  amicably  settled,  shall be  determined  solely and  exclusively  by
arbitration  by a single  arbitrator  (the  "Arbitrator")  who has  either  been
appointed  jointly by (a) the  Purchaser  and the Seller,  or (b) an  arbitrator
appointed by the  Purchaser and an  arbitrator  appointed by the Seller.  If the
Arbitrator has not been appointed within ten business days of the date of notice
of any such dispute  having been given by a party  hereto the other  party,  the
Arbitrator  shall be appointed by the President of the AAA. The Arbitrator shall
be an individual  with experience in the field which is the subject matter which
he or she is being asked to determine.  Any arbitration pursuant to this Section
13.15 shall be  administered by the AAA under its commercial  arbitration  rules
for such disputes at its office in Boston, Massachusetts. The parties expressly,
unconditionally and irrevocably waive any right to recision,  repudiation or any
similar  remedy in any Legal  Proceeding  hereunder  for  which  arbitration  is
applicable  under this  Section  13.15.  Judgment  on the award  rendered by the
Arbitrator may be entered in any court having jurisdiction thereof. All fees and
expenses of the Arbitrator shall be paid by the non-prevailing party.

         Section 13.16  Certain Employment Matters.

         A. Company Employees.  As of and immediately  following the Closing all
Company  Employees shall remain employees of the applicable  Acquired Company on
the same  terms and  conditions  on which  they are  employed  by such  Acquired
Company  immediately  prior to the  Closing.  The Acquired  Companies  shall not
assume the Employee Benefit Plans of Seller,  but Purchaser shall use reasonable
commercial  efforts,  to the extent  consistent with the operating plans for the
Business after the Closing, to establish comparable benefit arrangements for the
Acquired  Companies  (other  than  any  stock  purchase  or other  incentive  or
retirement plan except for a so-called  "401K" plan) to be in force  immediately
following the Closing;  provided,  however, that after the Closing, the Acquired
Companies  shall be liable for all  severance  and all  accrued  vacation of the
Company  Employees  as of the  Closing  Date,  and  the  Seller  shall  have  no
reimbursement or other liability to the Purchaser, the Acquired Companies or the
Company  Employees after the Closing on account thereof.  The obligations of the
Acquired  Companies  under the  second  sentence  of this  Section  13.16(A)  to
establish  comparable  benefit  arrangements  shall only  survive for six months
following  the  Closing.  The  employee  benefit  plans,  programs  and policies
established by Purchaser  and/or the Acquired  Companies after the Closing shall
credit the Company Employees covered thereby with all service with Seller or the
Acquired  Companies (or any  predecessor or affiliated  employers) to the extent
such service would be recognized by Seller prior to the Closing for all purposes
under its  Employee  Benefit  Plans,  to the same extent as if such service were
service with  Purchaser  and/or the Acquired  Companies,  and in the case of any
group  medical  or dental  insurance  or other  health  care plan,  the  Company
Employees  shall be covered under such plan without  regard to any  pre-existing
condition restrictions, but only to the extent such condition did not also apply
under  Seller's  health care plan, and to the extent  feasible,  with credit for
payments  made during the current plan year as to annual  maximum  out-of-pocket
co-payments and  deductibles.  Nothing  contained in this Agreement shall confer
upon any Company Employee any right with respect to continuance of employment by
the applicable  Acquired  Company,  nor shall anything herein interfere with the
right of the Seller,  the Purchaser and the Acquired  Companies to terminate the
employment of any of the Company  Employees at any time,  with or without cause,
or restrict the  Purchaser  or the  Acquired  Companies in the exercise of their
independent  business  judgment in modifying any of the terms and  conditions of
the employment of the Company  Employees.  No provision of this Agreement  shall
create  any third  party  beneficiary  rights in any  Company  Employee,  or any
beneficiary  or  dependents  thereof,  with respect to  compensation,  terms and
conditions  of  employment  and benefits.  Seller will provide  Purchaser,  in a
timely manner, any information with respect to any Company Employee's employment
with and  compensation  from  Seller  or the  Acquired  Companies  or  rights or
benefits  under  any  employee  benefit  plan  of  Seller  which  Purchaser  may
reasonably request.

         B. Seller Employees. Schedule 13.16 sets forth the names of all current
employees  of  Seller  (including  employees  on sick  leave and  vacation,  but
excluding the Chief Executive  Officer of Seller) who spend any of their working
time  performing  services  relating to the Business  (the "Seller  Employees").
Unless Purchaser  otherwise elects with Seller's consent (not to be unreasonably
withheld) prior to the Closing, all Seller Employees shall be offered employment
by the Company as of the  Closing,  which  offers shall be for wages or salaries
which are reasonably  similar to such employees'  wages or salaries  immediately
prior to the  Closing.  Seller  agrees  to fully  cooperate  with  Purchaser  in
connection  with such offer of  employment  by  Purchaser  and will not take any
action,  directly  or  indirectly,  to prevent  any Seller  Employee to whom the
Purchaser offers employment from becoming employed by the Company from and after
the Closing. After the Closing, all Seller Employees who shall have accepted the
Company's  offer of  employment  pursuant  to the  foregoing  sentence  shall be
treated for all purposes as if they were "Company Employees",  including without
limitation  all  provisions  of Section  13.16(A)  hereof,  except as  otherwise
expressly  set forth in Section  13.16(C).  Effective as of the Closing,  Seller
shall (i) terminate the employment of each Seller  Employee who has been offered
employment  by the Company as of the  Closing in  accordance  with this  Section
13.16(B) and has accepted such  employment (a "Rehired  Seller  Employee");  and
(ii) in its sole  discretion,  either  retain any Seller  Employee  who has been
offered  employment  by the  Company as of the Closing in  accordance  with this
Section  13.16(B) and has not accepted  such  employment  (a  "Declining  Seller
Employee") or terminate such Declining  Seller  Employee's  employment,  whereby
Seller shall be liable for all severance and accrued  vacation of such Declining
Seller  Employee as of the Closing  Date,  and the  Purchaser  and the  Acquired
Companies shall have no  reimbursement  or other liability to the Seller or such
Declining Seller Employee as of and after the Closing on account thereof.

         C. Shared Employees.  An asterisk in Schedule 13.16 next to their names
indicates those Seller  Employees who, if they become Rehired Seller  Employees,
Purchaser  will cause to be made  available  to Seller by the Company to provide
services  after  the  Closing  for the  benefit  of  Seller  and  its  remaining
subsidiaries  and  business in  accordance  with this  Section  13.16(C) and the
Transitional Services Agreement (the "Shared Employees").  Notwithstanding their
status as "Shared Employees",  except as otherwise,  expressly set forth in this
Section  13.16(C)  such  employees  shall be for all  purposes  "Rehired  Seller
Employees".  Seller shall have the right to receive  from the Shared  Employees,
and Purchaser and the Company shall take all commercially  reasonable actions to
cause the Shared  Employees so long as they are employed by any Acquired Company
to provide to Seller,  services  in the  categories  and for the  maximum  terms
specifically  set forth in the  Transitional  Services  Agreement,  (the "Shared
Employee Services"). Approximately 50% of each Shared Employee's normal business
hours will be devoted to duties on behalf of Seller. Each such Shared Employee's
duties hereunder will consist of substantially the same duties as were performed
by such Shared Employee during the six-month period prior to the Closing subject
to  (i)  such  minor   modifications  as  shall  be  necessary  to  reflect  the
consummation of the  transactions  contemplated by this Agreement or as to which
Seller shall reasonably request, and (ii) the reasonable needs of the Company as
determined  in its  reasonable  discretion.  It is  understood  and agreed  that
Seller,  and not Purchaser,  shall be responsible  for directing and supervising
the  Shared  Employees  with  respect  to the  performance  of  Shared  Employee
Services. Purchaser and the Company may not terminate any of the Shared Employee
Services  prior  to the  earlier  of (i) the  maximum  terms  set  forth  in the
Transitional  Services  Agreement  or (ii) the date on which  Seller  elects  to
terminate  the  applicable   Shared   Employee   Services  as  provided  in  the
Transitional  Services  Agreement,  unless  such  termination  is "for cause" or
unless in each case  Purchaser  gives Seller five  business  day's prior written
notice of any such  termination  by an  Acquired  Company  without  cause and an
opportunity   to   offer   employment   to  the   terminated   Shared   Employee
notwithstanding the restrictions set forth in Section 11.5 hereof. Seller agrees
to compensate  the Company for Shared  Employees  Services at the rate of 50% of
the sum of (i) annual salary  (initially as of the Closing and as may be revised
during  the  Company's   standard   employee  merit  review  process)  and  (ii)
attributable  benefits and direct costs related to such Shared Employee.  Seller
shall have no employer-employee  relationship with any Rehired Seller Employees.
If a Shared  Employee is  terminated  by Purchaser or the Company  within the 12
months  immediately  following the Closing,  Seller and Purchaser agree to share
equally in any severance  obligation  which becomes  payable to such  terminated
Shared Employee.



                            [Signatures on Next Page]


<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date and year first written above.


                          KING CANNON, INC.


                          By:
                          Title:


                          UNIQUE CASUAL RESTAURANTS, INC.


                          By:
                          Title:

         Champps  Entertainment,  Inc.  hereby joins in this  Agreement  for the
purposes of the representations, warranties, covenants and obligations contained
in Section  4.1(R),  Section  4.1(W),  Section 11.5,  Section 11.7,  and Section
13.14,  and hereby agrees to be bound by each and all of the provisions  thereof
as a direct obligor thereunder:


                         CHAMPPS ENTERTAINMENT, INC.



                         By:
                         Title:


<PAGE>
                               Exhibit 3.2(A)(21)

                                TITLE COMMITMENTS



StoreNo.     Location
1            San Antonio, Texas

8            Clearlake, Texas

9            Normandy, Texas

13           Kirkwood, Texas

24           Woodland, Texas

26           Kirkland, Texas

90           Mattison, Illinois

<PAGE>


                                  Schedule 6.11

           Matters to be Addressed in Transitional Services Agreement


1.   Data  Processing:  The Seller shall cause Restaurant  Consulting  Services,
     Inc. ("RCS") to provide to the  ---------------  Purchaser,  until June 30,
     1999,  such data  processing  and  consulting  services as RCS is currently
     obligated to provide to the Seller in connection with the Seller's  conduct
     of the Business  under and pursuant to that certain  Professional  Services
     Contract  (the "RCS  Contract")  dated July 1, 1997  between the Seller and
     RCS. In consideration of the foregoing,  the Purchaser,  or at the election
     of the  Purchaser  the Company,  shall pay to the Seller an amount equal to
     $40,000 per month during this term  (prorated  for a portion of any month).
     The Seller has no liability or  responsibility  for RCS' performance of the
     foregoing  services and all services not covered by the RCS Contract may be
     contracted for directly between the Purchaser or the Company and RCS at the
     Purchaser's sole cost and expense.

2.   Head Office:  The Seller shall provide to the Purchaser  10,000 square feet
     of space in the Head Office until the  termination of the term of the Lease
     applicable  to the Head Office.  In  consideration  of the  foregoing,  the
     Purchaser,  or at the  Purchaser's  election the Company,  shall pay to the
     Seller rent equal to $20 per square foot (which amount shall constitute the
     Purchaser's sole monetary  responsibility  thereunder for rent,  additional
     rent or  otherwise)  on the 10,000  square  feet  provided  (whether or not
     actually used by the Purchaser).  The Purchaser may terminate the foregoing
     arrangement at any time on 120 days' prior notice to the Seller.

3.   Personnel: Details to implement Section 13.16.

4.   Office Furniture and Equipment: The Transferred Seller Assets shall include
     office furniture and equipment for 29 employees.  The Seller shall Transfer
     to the  Purchaser,  or at the election of the  Purchaser  the Company,  any
     office  furniture and equipment used by any shared  personnel (in excess of
     29) who are eventually hired by the Purchaser or the Company.

5.   Boston  Restaurant:   The  Seller  shall  manage  and  operate  the  Boston
     Restaurant,  shall be  fully  responsible  for all  Liability  relating  to
     Company Employees at the Boston Restaurant, and shall assume the Employment
     Agreement  dated as of June 28,  1998  between  the  Company  and  James L.
     Boland,  all on terms  and  conditions  to be  mutually  acceptable  to the
     Purchaser and the Seller.