Exhibit 10.20


                               EMPLOYMENT CONTRACT

         This EMPLOYMENT  CONTRACT (the  "Contract") is made and entered into as
of the __ day of August, 1998, by and between UNIQUE CASUAL RESTAURANTS, INC., a
Delaware  corporation,  having its principal  place of business at One Corporate
Place, 55 Ferncroft Road, Danvers,  Massachusetts 01923 (hereinafter referred to
as "Employer" or the "Company"),  and DONALD C. MOORE whose business  address is
at  One  Corporate  Place,  55  Ferncroft  Road,  Danvers,  Massachusetts  01923
(hereinafter referred to as "Employee").

         WHEREAS,   Employer  is  the  parent  of  two  principal  wholly  owned
subsidiaries  (the  "Principal  Subsidiaries"),   Fuddruckers,   Inc.,  a  Texas
corporation  ("Fuddruckers"),  and  Champps  Entertainment,  Inc.,  a  Minnesota
corporation  ("Champps")  (the  term  "Employer"  to  include,  as  the  context
requires, one, some, all or none of the Principal Subsidiaries,  as well as any,
all  or  none  of  the  direct  and  indirect   subsidiaries  of  the  Principal
Subsidiaries   (the   Principal   Subsidiaries   and  such  other   subsidiaries
collectively the "Subsidiaries")); and

         WHEREAS,  Employee is currently employed by Employer in the capacity of
its Acting Chief Executive Officer and Chief Financial Officer; and

         WHEREAS,  Employee  possesses an intimate knowledge of the business and
affairs of Employer, its policies, methods, personnel and problems; and


<PAGE>


         WHEREAS,  the Board of Directors of Employer recognizes that Employee's
contribution to the growth and success of Employer and the Subsidiaries has been
substantial  and desires to assure  Employer and the  Subsidiaries of Employee's
continued  employment in an executive  capacity and to compensate  him therefor;
and

         WHEREAS,  Employer  has  entered  into a certain  definitive  agreement
pursuant to which it has agreed to sell  Fuddruckers,  and  Employer  recognizes
that  Employee's  supervision of this project is  instrumental to its successful
completion; and

         WHEREAS,     Employer    acknowledges    that    Employee's    previous
responsibilities  as Chief Financial  Officer will be  significantly  diminished
after the completion of the sale of Fuddruckers; and

         WHEREAS,  Employee is desirous of committing  himself to serve Employer
and the Subsidiaries on the terms herein provided.

         NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained and the mutual benefits to be gained by the performance  thereof,  the
parties hereto hereby agree as follows:

         1.  EMPLOYMENT.  Employer  hereby employs  Employee and Employee hereby
accepts  employment  with Employer on the terms and conditions  hereinafter  set
forth.

         2. TERM OF EMPLOYMENT.  The commencement date ("Commencement  Date") of
this  Contract  shall  be  August  __,  1998.  Subject  to  the  provisions  for
termination hereinafter provided, the term (the "Initial Term") of this Contract
shall be for a period  of one (1) year  from the  Commencement  Date;  provided,
however,  that the term hereof shall automatically  extend (the "Extended Term")
for  periods  of one  (1)  year  commencing  on  the  first  anniversary  of the
Commencement  Date and on each subsequent  anniversary date  thereafter,  unless
this Contract is terminated  in  accordance  with the terms hereof.  The Initial
Term and Extended Term are hereinafter referred to as the "Employment Period".
<PAGE>

         3. DUTIES OF  EMPLOYEE.  Employee  is hereby  employed by Employer as a
full-time  employee in the capacity of Acting Chief Executive  Officer and Chief
Financial Officer of Employer,  and his duties as such shall include, but not be
limited to, those normally performed by a senior executive officer of equal rank
in the  restaurant  industry.  Employee  shall comply with all of the  policies,
standards,  and regulations of Employer now or hereafter  promulgated.  Employer
shall have the right to assign Employee other  managerial  duties in addition to
the duties originally  assigned and specified above;  provided,  however,  in no
event shall Employee be assigned,  without Employee's consent, duties other than
those  reasonably  required  of an  Acting  Chief  Executive  Officer  and Chief
Financial  Officer of a restaurant  company.  In the event Employee  assumes and
performs duties beyond those  contemplated  hereby to be within the scope of his
employment,  and  those  that  he  is  required  to  perform  hereunder,  it  is
anticipated  his  compensation  will be  equitably  adjusted  (but  in no  event
adjusted  downward).  Employee is employed by Employer on a full-time  basis and
Employee  shall be required to devote his best  efforts and  business  judgment,
productive  time,  ability and  attention  to the  business of Employer  and the
Subsidiaries  during  the  Employment  Period.  During  the  Employment  Period,
Employee shall not be engaged in any other business activity whether or not such
business activity is pursued for gain, profit or other pecuniary  advantage that
will  significantly  interfere with his duties as Acting Chief Executive Officer
and Chief  Financial  Officer of Employer.  With prior  approval of the Board of
Directors  of  Employer,  Employee may serve on the boards of directors of other
companies.
<PAGE>

         4. COMPENSATION.  For all services rendered by Employee to Employer and
the  Subsidiaries  under this  Contract,  Employee  shall  receive the following
compensation:

                  (a) As compensation for services  rendered under this Contract
for the term commencing as of the date hereof, Employee shall receive an initial
annual base salary of Two Hundred Fifty Thousand  Dollars  ($250,000) (the "Base
Salary"),  payable in periodic  installments in accordance with Employer's usual
practice  for its senior  executives.  During the  Employment  Period,  the Base
Salary will be subject to annual  review by the Board of  Directors  of Employer
and if warranted,  adjusted upward to reflect  external  conditions,  Employee's
performance, and changing size and nature of Employer's operations.

                  (b) Annually and from time to time,  as  additional  incentive
compensation  from Employer to Employee,  Employer,  within its sole discretion,
may pay to Employee a bonus or additional  compensation in an amount  determined
by the Board of Directors of Employer.

         5. VACATIONS,  FRINGE  BENEFITS,  REIMBURSEMENT  OF BUSINESS  EXPENSES.
Employee  shall  be  entitled  to a paid  vacation  of three  weeks  per year in
accordance with the vacation policy established by Employer.  The times for such
vacations  shall be  mutually  agreed  upon by Employee  and  Employer  but such
vacation shall not be cumulative from year to year during the Employment Period.
No payment shall be made for unused vacation time, unless otherwise  required by
law.

         As a full-time  employee  of  Employer,  Employee  shall be entitled to
participate in such other fringe benefits that are formally  adopted by Employer
from time to time for and on behalf of all of its full-time employees.  Employee
shall be  reimbursed  for  reasonable  travel  and other  expenses  incurred  by
Employee  in  promoting  the  business  of  Employer  and the  Subsidiaries  and
performing his  obligations  hereunder in accordance  with the policy adopted by
the Employer.
<PAGE>

         6. TRADE  SECRETS.  During the  Employment  Period,  Employee will have
access to and become familiar with Employer's trade secrets,  recipes,  business
concepts,  marketing and related records and specifications,  which are owned by
Employer  and which are  regularly  used in the  operation  of the  business  of
Employer  and  the  Subsidiaries  (collectively,   "Confidential  Information").
Employee  hereby  agrees he shall not  disclose  any  Confidential  Information,
directly or  indirectly,  nor use it in any way,  either  during the  Employment
Period  or at any time  thereafter,  except  as  required  in the  course of his
employment with Employer and the Subsidiaries.  All files,  records,  documents,
drawings,  specifications,  equipment and other  similar  items  relating to the
business of Employer and the  Subsidiaries  shall remain the sole and  exclusive
property  of Employer  and the  Subsidiaries  and shall not be removed  from the
premises  of  Employer  under any  circumstances  whatsoever  without  the prior
written consent of Employer and shall not be reproduced or copied.

         7. TERMINATION OF CONTRACT BY EMPLOYER.

                  (a) Termination for Cause.  This Contract may be terminated by
Employer at any time for Cause, as hereinafter defined. For the purposes hereof,
the term  "Cause"  shall  include:  (1)  Employee's  theft  from or  fraud  upon
Employer;  (2)  Employee's  conviction  of  a  felony;  (3)  Employee's  willful
violation of terms and conditions  hereof;  (4) Employee's  willful disregard or
neglect in the duties he is required to perform under the terms  hereof;  or (5)
Employee's willful and demonstrated  unwillingness to prosecute and perform such
duties to the extent deemed  reasonably  necessary and  advisable,  which duties
encompass the duties reasonably required of a Acting Chief Executive Officer and
Chief Financial  Officer of a restaurant  company.  For purposes of clauses (3),
(4) and (5) above,  no act, or failure to act, on the  Employee's  part shall be
deemed  "willful"  unless  done,  or omitted  to be done,  by  Employee  without
reasonable  belief that his act, or failure to act, was in the best  interest of
Employer.  Notwithstanding anything in this Agreement to the contrary,  Employee
shall not be deemed to have been  terminated  for Cause  unless and until  there
shall have been  delivered  to him a copy of a  resolution  duly  adopted by the
Board of Directors  at a meeting of the Board of  Directors  called and held for
such purpose (after  reasonable  notice to Employee and an opportunity  for him,
together with his counsel,  to be heard before the Board of Directors),  finding
that, in the good faith  opinion of the Board of Directors,  Employee was guilty
of the  conduct  enumerated  in any of clauses  (1)  through (5) above under the
definition of Cause and specifying the particulars  thereof in detail. Upon such
Cause,  Employer may, at its option,  terminate  this Contract by giving written
notice (a "Notice of  Termination")  to Employee,  which  termination is without
prejudice  to any  other  remedy to which  Employer  may be  entitled,  and such
termination shall be effective as of the date said written notice is received by
Employee.
<PAGE>

                  (b)  Termination  Without  Cause.  In the event Employer shall
terminate this Contract  without Cause,  as  hereinabove  defined,  by Notice of
Termination to Employee,  all obligations of Employee  hereunder shall terminate
upon receipt of such Notice of  Termination.  Nothing in this Contract  shall be
construed as giving Employee the right to be retained as an employee of Employer
or as impairing the rights of Employer to terminate Employee's services.

         8.  TERMINATION  OF CONTRACT BY EMPLOYEE.  Employee may  terminate  his
employment hereunder (1) for Good Reason, or (2) at any time by giving Notice of
Termination to Employer at least forty-five (45) days prior to the effectiveness
of such termination. For purposes of this Contract, "Good Reason" shall mean (a)
any  assignment to Employee of any duties other than those  contemplated  by, or
any  limitation  of the powers of Employee in any respect not  contemplated  by,
this  Contract,  (b) any  removal of  Employee  from or any  failure to elect or
re-elect  Employee to the  position of Acting Chief  Executive  Officer or Chief
Executive  Officer  of  Employer,  except  in  connection  with  termination  of
Employee's  employment  for Cause,  or (c) a  reduction  in  Employee's  rate of
compensation or a reduction in Employee's  fringe benefits;  provided,  however,
that  Employer  shall have at least thirty (30) days to remedy the  existence of
any Good Reason for  termination by Employee of which it is made aware,  whether
in a Notice of  Termination  or otherwise;  and provided,  further,  that in the
event of a Change  of  Control  described  in  clause  (3)(A)  or  (3)(B) of the
definition thereof below relating to Champps,  "Good Reason" shall not be deemed
to have  arisen  upon and solely by reason of such Change of Control if both (i)
the  surviving  or  resulting  entity  in the  merger  or  consolidation  or the
purchaser  ("Acquiror") assumes in full this Contract with the same effect as if
Acquiror  were the  Employer  hereunder  and (ii)  Employee  chooses  to  accept
employment  with  Acquiror  and  such  employment  is on  terms  and  conditions
(including  duties  and  responsibilities,  position,  compensation  and  fringe
benefits)  equivalent in all material  respects to those provided  hereunder (it
being understood and agreed that after such Change of Control any of the actions
described in clauses (a), (b) or (c) above by Acquiror  shall give rise to "Good
Reason").
<PAGE>

         9. COMPENSATION UPON TERMINATION.

                  (a)  Termination by Employer for Cause or By Employee  without
Good Reason. If Employee's  employment shall be terminated by Employer for Cause
or termination by Employee without Good Reason, Employer shall pay Employee that
portion of his Base Salary which accrued  through the date of termination at the
rate in effect at the time Notice of  Termination  is given and  Employer  shall
have no further obligations to Employee under this Contract.

                  (b) Termination by Employer  Without Cause or by Employee with
Good Reason. If Employer shall terminate Employee's  employment without Cause or
Employee  shall  terminate his  employment  for Good Reason,  then: (i) Employer
shall pay Employee  that portion of his Base Salary  which  accrued  through the
date of  termination  at the rate in effect at the time Notice of Termination is
given;  (ii) in lieu of any further  salary  payments  to  Employee  for periods
subsequent to the date of termination,  Employer shall pay as liquidated damages
to Employee an amount equal to two (2) times the annual Base Salary in effect at
the time Notice of Termination is given, to be paid in the normal pay periods of
the  Company  over  the  two-year  period  following  the  date of  termination;
provided,  however,  that if  termination  occurs  within  twelve months after a
Change in Control (as defined below),  Employer shall pay as liquidated  damages
to Employee an amount equal to two (2) times the "base  amount" (as such term is
defined in Section  280G(b)(3) of the Internal  Revenue Code of 1986, as amended
(the "Code")) applicable to Employee, less One Dollar ($1.00), to be paid a lump
sum  within  ten  days of  such  termination;  and  provided,  further,  that if
termination  occurs within twelve months after a Change of Control  described in
clause (3)(A) or (3)(B) of the  definition  thereof below relating to Champps in
connection with which Employee is offered and chooses to accept  employment with
an Acquiror,  the liquidated damages payable to Employee shall be reduced by the
amount of any "sign-on"  bonus or similar  one-time  payment made by Acquiror to
Employee  in  connection  with the  acceptance  of such  employment;  and  (iii)
Employer  shall make the  following  changes  with  respect  to all  outstanding
unexercised  stock  options  held by  Employee:  (x) the  date  of  vesting  and
exercisability  of all  unexercised  and unexpired  stock options or other stock
based incentive awards shall be accelerated to the date of termination,  (y) the
period  during  which  all  unexercised  and  unexpired  options  which  are not
incentive  stock  options as defined in Section 422 of the Code  ("NQSO") may be
exercised  by  Employee  shall be  extended  until the  expiration  date of such
options and (z) if  Employee so elects in writing  within 90 days after the date
of termination,  all unexercised and unexpired options which are incentive stock
options  ("ISO") as defined in Section 422 of the Code shall be  converted  into
NQSO and shall thereby become  eligible for the benefit  described in clause (y)
above as if they had been NQSO as of the date of termination.
<PAGE>

         A "Change in  Control"  shall be deemed to have  occurred in any one of
the following  events:  (1) any "person," as such term is used in Sections 13(d)
and 14(d) of the  Securities  Exchange  Act of 1934 (the "Act")  (other than the
Company, any of its Subsidiaries,  or any trustee,  fiduciary or other person or
entity holding securities under any employee benefit plan or trust of Employer),
together with all  "affiliates"  and  "associates" (as such terms are defined in
Rule 12b-2 under the Act) of such person,  shall become the  "beneficial  owner"
(as such term is defined in Rule 13d-3 under the Act),  directly or  indirectly,
of securities of the Company representing 50% or more of either (A) the combined
voting power of the Company's then  outstanding  securities  having the right to
vote in an election of the Company's Board of Directors ("Voting Securities") or
(B) the then  outstanding  shares of capital stock of the Company  ("Stock") (in
either such case other than as a result of an acquisition of securities directly
from the Company or by the Company);  or (2) persons who, as of the date hereof,
constitute the Company's  Board of Directors (the "Incumbent  Directors")  cease
for any reason,  including,  without limitation,  as a result of a tender offer,
proxy contest, merger or similar transaction,  to constitute at least a majority
of the Board,  provided  that any person  becoming  a  director  of the  Company
subsequent  to the date hereof  whose  election or  nomination  for election was
approved by a vote of at least a majority of the Incumbent  Directors shall, for
purposes of this  Agreement,  be  considered an Incumbent  Director;  or (3) the
stockholder(s)   of  either  the  Company  or  Champps  shall  approve  (A)  any
consolidation   or  merger  of  either  the   Company   or  Champps   where  the
shareholder(s) of the Company or Champps, immediately prior to the consolidation
or  merger,   would  not,   immediately   after  the  consolidation  or  merger,
beneficially own (as such term is defined in Rule 13d-3 under the Act), directly
or indirectly,  shares  representing  in the aggregate 80% or more of the voting
shares of the  corporation  issuing cash or securities in the  consolidation  or
merger (or of its ultimate  parent  corporation,  if any), (B) any sale,  lease,
exchange  or other  transfer  (in one  transaction  or a series of  transactions
contemplated or arranged by any party as a single plan) of all or  substantially
all of the assets of either the  Company or Champps or (C) any plan or  proposal
for the liquidation or dissolution of either the Company or Champps.

         It is the  intention  of  Employee  and  Employer  that no  payments by
Employer  to or for the  benefit  of  Employee  under  this  Agreement  shall be
non-deductible  to Employer by reason of the  operation  of Section  280G of the
Code relating to parachute payments.  Accordingly, and notwithstanding any other
provision of this Agreement, if by reason of the operation of said Section 280G,
any such  payments  exceed the amount  which can be deducted by  Employer,  such
payments  shall be  reduced  to the  maximum  amount  which can be  deducted  by
Employer.  To the  extent  that there is more than one  method of  reducing  the
payments  (including  by way of  elimination  or  reduction  of the  changes  to
Employee's  options  described  in clause  (iii) above) to bring them within the
limitations of said Section 280G, Employee shall determine which method shall be
followed,  provided  that if Employee  fails to make such  determination  within
forty-five (45) days after Employer has sent Employee written notice of the need
for such  reduction,  Employer may determine the method of such reduction in its
sole discretion.
<PAGE>

         10. NO MITIGATION.  Employer  agrees that, if Employee's  employment by
Employer  is  terminated  during  the term of this  Agreement,  Employee  is not
required to seek other employment or to attempt in any way to reduce any amounts
payable to  Employee  by Employer  pursuant  to Section 9 hereof.  Further,  the
amount of any payment provided for in this Agreement shall not be reduced by any
compensation earned by Employee as the result of employment by another employer,
by  retirement  benefits,  by offset  against  any amount  claimed to be owed by
Employee to Employer or otherwise.

         11.  SETTLEMENT AND  ARBITRATION OF DISPUTES.  Any controversy or claim
arising out of or  relating to this  Agreement  or the breach  thereof  shall be
settled   exclusively  by  arbitration  in  accordance  with  the  laws  of  The
Commonwealth  of  Massachusetts  by  three  arbitrators,  one of whom  shall  be
appointed  by  Employer,  one  by  Employee  and  the  third  by the  first  two
arbitrators.  If the first two arbitrators  cannot agree on the appointment of a
third  arbitrator,  then the third arbitrator shall be appointed by the American
Arbitration  Association  in the  City of  Boston.  Such  arbitration  shall  be
conducted  in the City of Boston in  accordance  with the rules of the  American
Arbitration Association for commercial arbitrations,  except with respect to the
selection of arbitrators which shall be as provided in this Section 13. Judgment
upon the award  rendered by the  arbitrators  may be entered in any court having
jurisdiction thereof.

         12. NON-COMPETITION AGREEMENT. During the Employment Period, and unless
Employee's  employment  is terminated by Employee for Good Reason or by Employer
without Cause, for a period of one (1) year after the termination of his service
to Employer and the Subsidiaries,  Employee covenants and agrees not to directly
or indirectly  (a) engage or be  interested  in any business as owner,  officer,
director,  employee,  consultant or otherwise which during the Employment Period
is in competition  with the business of Employer or any of the  Subsidiaries  or
which  following the Employment  Period is in competition  with such business as
conducted on the last day of the Employment  Period,  or (b) solicit or endeavor
to entice away, offer employment to or employ, or offer or conclude any contract
for personal  services  with, any person who during the preceding six months was
an employee  of  Employer.  However,  the  restrictions  in clause (a) shall not
prevent  Employee  from owning or dealing in securities  of any  corporation  or
other  entity  which are traded on any  national  securities  exchange or in the
over-the-counter  market,  and the  restrictions  in clause (b)  prohibiting the
employment  of any person who during the preceding six months was an employee of
Employer  shall not apply  with  respect  to  Employee  who,  without  otherwise
breaching clause (b) (by soliciting or enticing away a former employee), hires a
former employee who has voluntarily  left the employ of Employer or who has been
terminated involuntarily by Employer.
<PAGE>

         13.  INJUNCTIVE  RELIEF.  Employee  irrevocably  acknowledges  that any
violation of this Contract will cause Employer  immediate and  irreparable  harm
and that the damage that  Employer will suffer may be difficult or impossible to
measure.  Therefore,  upon any actual or impending  violation of this  Contract,
Employer shall be entitled to the issuance of a restraining  order,  preliminary
or permanent injunction,  without bond,  restraining or enjoining such violation
by Employee or any entity or person acting in concert with Employee. Such remedy
shall be  additional  to and not in  limitation  of any other  remedy  which may
otherwise be available to Employer.

         14.  RELATIONSHIP OF THE PARTIES.  The parties  acknowledge,  agree and
recognize  that the Board of  Directors  of Employer  shall  manage the business
affairs of Employer and that the  relationship  of Employer and Employee is that
of  employer  and  employee  and any  other  relationship  is  hereby  expressly
disclaimed.

         15. ASSIGNMENT; OBLIGATIONS OF SUCCESSOR. Neither Employer nor Employee
may make any assignment of this Agreement or any interest  herein,  by operation
of law or otherwise,  without the prior written consent of the other party,  and
without such  consent any  attempted  transfer  shall be null and void and of no
effect.  This  Agreement  shall  inure to the  benefit  of and be  binding  upon
Employer and Employee, their respective successors,  executors,  administrators,
heirs and permitted assigns.  In the event of Employee's death after termination
of  employment  but prior to the  completion  by  Employer of all  payments  due
Employee  hereunder,   Employer  shall  continue  such  payments  to  Employee's
beneficiary  designated  in  writing to  Employer  prior to his death (or to his
estate,  if  Employee  fails  to make  such  designation).  In  addition  to any
obligations imposed by law upon any successor to Employer, Employer will use its
best efforts to require any successor (whether direct or indirect,  by purchase,
merger,  consolidation or otherwise) to all or substantially all of the business
or assets of Employer to expressly assume and agree to perform this Agreement in
the same  manner and to the same  extent  that  Employer  would be  required  to
perform if no such succession had taken place.

         16.  NOTICES.  Any notice to be given  hereunder by either party to the
other must be in writing and may be effective either by personal  delivery or by
certified mail,  postage prepaid with return receipt  requested.  Mailed notices
shall be addressed to the parties at the addresses appearing in the introductory
paragraph.  Notices delivered  personally shall be deemed communicated as of the
actual receipt thereof; mailed notices shall be deemed communicated and received
three (3) days after the mailing of same.

         17.  INVALID  PROVISIONS.  The  invalidity  or  unenforceability  of  a
particular provision of this Contract shall not affect the enforceability of any
other provisions  hereof and this Contract shall be construed in all respects as
if such invalid or unenforceable provisions were omitted.
<PAGE>

         18.  AMENDMENTS TO THE  CONTRACT.  This Contract may only be amended in
writing by an agreement executed by both parties hereto.

         19. LAW GOVERNING  CONTRACT.  This Contract is made and  performable in
The Commonwealth of Massachusetts,  and shall be construed under the laws of The
Commonwealth of Massachusetts.

         20. INDEMNITY.  Employer shall indemnify Employee and hold him harmless
for any acts or decisions  made by him in good faith while  performing  services
for Employer as a director,  employee  and/or agent of Employer and, in addition
thereto,  shall use its best efforts to obtain insurance  coverage for him under
any insurance policy now in force or hereinafter  obtained during the Employment
Period  covering  the officers and  directors  of Employer  against  lawsuits as
director,  employee  and/or agent of Employer.  Employer  will pay all expenses,
including  attorney's  fees,  actually and  necessarily  incurred by Employer in
connection with the defense of any action, suit or proceeding, and in connection
with any  appeal  thereon,  including  the costs of an  out-of-court  settlement
previously  approved by Employer,  with  respect to any acts or decisions  which
Employee shall have  performed or made in good faith in performing  services for
Employer; provided, however, that Employer's obligations under the terms of this
paragraph are subject to any  limitations  imposed by Employer's  Certificate of
Incorporation and By-Laws and applicable state law.

         21.  CONSTRUCTION.  Waiver  by any  party  hereto  of a  breach  of any
provision of this Contract  shall not operate or be construed as a waiver of any
subsequent  breach of any party. This Contract shall not be assignable except as
provided in Paragraph 15 above. Subject to the prohibition against assignment of
this Contract, the terms and conditions herein shall inure to the benefit of and
be  binding  upon  the  Parties  hereto,   their  successor,   heirs  and  legal
representatives.

         22. LITIGATION AND REGULATORY COOPERATION.  During and after Employee's
employment,  Employee shall reasonably cooperate with Employer in the defense or
prosecution of any claims or actions now in existence or which may be brought in
the  future  against  or on  behalf  of  Employer  which  relate  to  events  or
occurrences  that  transpired  while  Employee is or was  employed by  Employer.
Employee's  reasonable  cooperation  in  connection  with such claims or actions
shall  include,  but not be limited to, being  available to meet with counsel to
prepare for  discovery or trial and to act as a witness on behalf of Employer at
mutually convenient times. During and after Employee's employment, Employee also
shall reasonably cooperate with Employer in connection with any investigation or
review  of any  federal,  state  or  local  regulatory  authority  as  any  such
investigation  or review relates to events or occurrences  that transpired while
Employee  was  employed  by  Employer.  The  Company  shall,  at the  request of
Employee,  pay  in  advance  any  out-of-pocket  expenses  that  Employee  would
otherwise be required to incur in connection with Employee's  performance of its
obligations  pursuant  to this  clause,  and shall  reimburse  Employee  for any
reasonable  out-of-pocket expenses incurred by Employee that were not so paid in
advance by Employer.

         23. ENTIRE AGREEMENT.  This Contract will be effective as of August __,
1998,  and upon such  effectiveness  will  contain the entire  agreement  of the
parties hereto and supersede any and all prior agreements,  oral or written, and
negotiations between said parties regarding the subject matter herein contained.




<PAGE>









         IN WITNESS  WHEREOF,  the parties have  executed this Contract this day
and year first above written. 

EMPLOYER                                                EMPLOYEE
UNIQUE CASUAL RESTAURANTS, INC.


By:
    ------------------------                            ------------------------
     Donna L. Depoian                                   Donald C. Moore
     Vice President and General Counsel