Exhibit 10.16


                            ASSET PURCHASE AGREEMENT


         This Asset  Purchase  Agreement (the  "Agreement")  is made and entered
into as of the 2nd day of February,  1998, by and between Champps Entertainment,
Inc., a Minnesota corporation (the "Seller"), and Dean P. Vlahos (the "Buyer").
                             
                                    RECITALS
         WHEREAS,  Seller  presently  operates a restaurant and on-sale beverage
business  (collectively,  the  "Restaurant")  located  at  1641  Plymouth  Road,
Minnetonka, Minnesota 55305 (the "Location").
         WHEREAS,  Seller owns  furniture,  fixtures,  equipment  and  leasehold
improvements,  goodwill and other general  intangibles  at the  Location.  Buyer
desires to purchase and have assigned and transferred to it such assets.
         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants hereinafter contained,  it is hereby agreed by and between the parties
as follows:
                                    ARTICLE I
                               CERTAIN DEFINITIONS

         Section I.1 Definitions.  For purposes of this Agreement, the following
terms shall have the meanings set forth below:
              
         (a) "Assumed  Obligations"  means all claims,  debts,  liabilities  and
obligations  of any type kind or nature  accruing  from and after the  Effective
Time (as  defined in Section 6.1 hereof)  related to the  Restaurant,  including
without limitation obligations arising under:


                   (i) The  Lease  and the  other  leases,  contracts,  purchase
agreements,  permits,  licenses  and other  obligations  described on Schedule I
attached  hereto and other  similar or  replacement  agreements  entered into by
Seller in the  ordinary  course of  business  of  operating  the  Restaurant  in
accordance  with past practice  between the date hereof and the Effective  Time,
including,  without  limitation,  all base rent, common area charges,  operating
expenses and other similar costs, expenses, obligations and liabilities accruing
under such agreements from and after the Effective Time.

                   (ii) All Taxes (as defined below) incurred by or on behalf of
Buyer from and after the Effective Time in connection  with the operation of the
Restaurant from and after the Effective Time.

                   (iii) The fees and  expenses  payable by Buyer under  Section
14.8 below.

                   (iv) Any and all debts,  liabilities  and  obligations  which
arise,  result from, or relate in any way to the operation of the  Restaurant by
Buyer  following  the  Effective  Time,  including all amounts due any employees
employed in connection with the operation of business  conducted on the Location
from and after the Effective Time, including,  without limitation, all salaries,
wages and other amounts due such employees and all employee  payroll  deductions
such as FICA, state and federal  withholding  taxes,  unemployment  compensation
taxes,  union or other required  payments or deductions and all vacation or sick
leave benefits or pay.

         (b) "Lease" means the Lease Agreement for Bonaventure  dated as of June
2, 1989,  as amended  through the date hereof,  between  Bonaventure  Associates
Limited  partnership,  as Landlord (the "Lessor") and Champps of Minnetonka,  as
Tenant.

         (c) "Retained  Obligations"  means all claims,  debts,  liabilities and
obligations of any type kind or nature which arose, result from or relate in any
way to the  operation of the  Restaurant  prior the  Effective  Time,  including
without limitation obligations arising under:

                   (i) The  Lease  and the  other  leases,  contracts,  purchase
agreements,  permits,  licenses  and other  obligations  described on Schedule I
attached  hereto and other  similar or  replacement  agreements  entered into by
Seller in the  ordinary  course of  business  of  operating  the  Restaurant  in
accordance  with past practice  between the date hereof and the Effective  Time,
including,  without  limitation,  all base rent, common area charges,  operating
expenses and other similar costs, expenses, obligations and liabilities accruing
under such agreements prior to the Effective Time.

                   (ii) All Taxes (as defined below) incurred by or on behalf of
Seller  prior to the  Effective  Time in  connection  with the  operation of the
Restaurant prior to the Effective Time.

                   (iii) The fees and expenses  payable by Seller under  Section
14.8 below.

                   (v) Except as otherwise  provided in Section 7.4 hereof,  any
and all debts,  liabilities and obligations which arise,  result from, or relate
in any way to the  operation of the  Restaurant  by Seller  before the Effective
Time,  including all amounts due any employees  employed in connection  with the
operation of business  conducted on the Location  prior to the  Effective  Time,
including,  without limitation,  all salaries,  wages and other amounts due such
employees and all employee  payroll  deductions such as FICA,  state and federal
withholding  taxes,  unemployment  compensation  taxes,  union or other required
payments or deductions and all vacation or sick leave benefits or pay.

         (d) "Taxes" means all federal,  state, local, foreign, and other taxes,
including,  without  limitation,  income  taxes,  estimated  taxes,  alternative
minimum taxes,  excise taxes,  sales taxes, use taxes,  value-added taxes, gross
receipts  taxes,   franchise   taxes,   capital  stock  taxes,   employment  and
payroll-related  taxes,  withholding  taxes,  stamps taxes,  transfer  taxes and
windfall  profit  taxes,  whether  or not  measured  in  whole or in part by net
income, and all deficiencies, or other additions,  including interest, fines and
penalties

                                   ARTICLE II
                           SALE AND PURCHASE OF ASSETS

         Section  II.1  Property to be Sold.  Seller,  in  consideration  of the
covenants and agreements of Buyer  hereinafter  set forth,  does hereby agree to
sell,  transfer,  assign and convey unto Buyer, its successors and assigns,  the
business  and  goodwill of the  Restaurant  and the  tangible  operating  assets
located  at  the  Location  and  used  in  the   operation  of  the   Restaurant
(collectively,  the "Assets")  (exclusive,  however,  of the assets described in
Section 2.3 below), including, but not limited to the following:

         (a) The  furniture  fixtures  and  equipment  described  on Schedule II
attached hereto and all furniture, fixtures, equipment, furnishings, maintenance
equipment and leasehold improvements, all trade fixtures, furnishings, machinery
and equipment, cooking utensils, glassware, dishes, silverware, and supplies and
other  personal  property  located  on or about the  Location  which is owned by
Seller.

         (b) Vendor lists,  operating paper goods and business forms,  rights to
telephone  numbers and  directory  listings  and  goodwill  associated  with the
Restaurant.

         (c) The  Seller's  interest,  if any, in the  service  and  maintenance
contracts,  real estate and  equipment  leases,  permits and  licenses and other
contracts, permits and licenses pertaining to the operation of the Restaurant at
the Location and described on Schedule I hereto.

         Section II.2 "AS-IS"  PURCHASE.  IT IS EXPRESSLY  UNDERSTOOD AND AGREED
THAT BUYER HAS FULLY  EXAMINED  THE ASSETS AND HAS RELIED ON ITS OWN  DISCRETION
AND JUDGMENT WITH REGARD TO THE TRANSACTIONS  CONTEMPLATED HEREUNDER.  EXCEPT AS
EXPRESSLY  PROVIDED  HEREIN,  THE ASSETS HAVE BEEN SOLD ON AN "AS IS" AND "WHERE
IS" BASIS, WITH NO  REPRESENTATIONS OR WARRANTIES OF SELLER OF ANY KIND, TYPE OR
NATURE, INCLUDING,  WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY REGARDING
THE VALUE, PAST, PRESENT OR FUTURE INCOME, COMPLIANCE WITH SPECIFICATIONS, SIZE,
LOCATION, AGE, USE, MERCHANTABILITY,  DESIGN, QUALITY, DESCRIPTION,  DURABILITY,
OPERATION OR CONDITIONS OF THE ASSETS, WHETHER VISIBLE OR NOT.

         Section II.3 Excluded Assets. Buyer and Seller expressly understand and
agree  that  Seller  has not  agreed to sell,  assign,  transfer  or convey  (a)
Seller's  corporate  minute book,  stock books,  accounts  receivable  and other
rights to payment,  bonds and savings  certificates  and bank accounts,  (b) all
trade names,  trademarks,  service marks, symbols,  logos,  copyrights and other
proprietary  materials  or trade  rights used by Seller in the  operation of the
Restaurant  and all  registrations,  applications  and  licenses  for any of the
foregoing,  it being  understood  that  Buyer and  Seller  will,  on the Date of
Closing, enter into a Franchise Agreement in the form attached hereto as Exhibit
A (the  "Franchise  Agreement")  whereby Buyer will obtain certain rights to use
the foregoing in the operation of the Restaurant  under the terms and conditions
set  forth in the  Franchise  Agreement,  and (c) all cash and cash  equivalents
except as otherwise provided in Article IV hereof.

         Section II.4 Assets to be Transferred  Free and Clear. The Assets to be
transferred  by  Seller  to Buyer  shall be  transferred  free and  clear of all
liabilities,  obligations,  security interests, and encumbrances, except for the
security  interests and  encumbrances  ("Permitted  Encumbrances")  set forth on
Schedule III attached hereto.

         Section II.5 Assumption of Liabilities.  Buyer, in consideration of the
covenants and agreements of Seller  hereinafter set forth,  does hereby agree to
assume and perform the Assumed Obligations.

                                   ARTICLE III
                                 PURCHASE PRICE

         Section III.1 Purchase Price and Payment.  Buyer, in  consideration  of
the  covenants and  agreements of Seller,  hereby agrees to pay to Seller as and
for the purchase  price for the Assets  (exclusive of the price of inventory and
cash-on-hand  as  provided  in Article IV hereof)  the sum of ONE  MILLION  FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS ($1,500,000) (the "Purchase Price"):

         (a) The  entire  sum of  $1,500,000  shall be due and  payable  by wire
transfer on the Date of Closing.

         Section  III.2  Allocation  of Purchase  Price.  Buyer and Seller shall
attempt  in good  faith to reach an  agreement  on or before the Date of Closing
with regard to the  allocation  of the Purchase  Price  between the Assets to be
acquired  hereunder.  The Purchase Price shall be allocated  among the Assets in
accordance  with the  agreement of the parties.  Seller and Buyer shall  prepare
their  federal,  state,  local and  foreign  tax  returns  in a manner  which is
consistent  with  allocation to be prepared in accordance  with this  Agreement,
and, to the extent  applicable,  shall  comply  with,  and  furnish  information
required by,  Section 1060 of the Tax Code of 1986 and the treasury  regulations
thereunder.

                                   ARTICLE IV
                           INVENTORY AND CASH-ON-HAND

         (a) Buyer  shall  purchase,  and Seller  shall  sell,  all of  Seller's
inventory of food,  miscellaneous  saleable products and beverages (which may or
may not  include  alcoholic  beverages,  which  shall  be  sold at such  time in
accordance with applicable laws) (the  "Inventory")  located within the Location
as of the  Effective  Time (as defined in Section  6.1),  based on an  inventory
taken after the close of business on the Date of Closing by  representatives  of
Buyer and Seller.  Such inventory of assets and supplies shall be in writing and
shall  describe the quantity of each item  constituting a part of the Inventory.
The Inventory shall be valued at the Seller's  invoice prices.  The price of the
Inventory,  as determined  in accordance  with this Article IV, shall be paid by
Buyer, in cash, not later than thirty (30) days after the Date of Closing.

         (b) In addition to the foregoing, the Buyer shall tender cash to Seller
on the Date of Closing in the amount of $15,000,  which amount shall be equal to
the  Restaurant's  cash-on-hand  (consisting of so-called  "change funds" at the
Location) as of the Effective Time, which  cash-on-hand  shall be transferred to
Buyer as of the Effective Time.

                                    ARTICLE V
                                    PRORATION

         The  following  items  relating to the Assets will be prorated  between
Buyer and Seller as of the Effective Time:

         (a) Pre-paid  lease and service  contracts  and other items  assumed by
Buyer.

         (b) Water and other utility charges,  assignable deposits, rent and all
other common area maintenance charges due under the Lease.

         (c)  Prepaid  liquor  and food  license  fees and other  fees and other
charges for  licenses  and permits  assigned by Seller to Buyer (but only to the
extent that such  licenses and permits are  assignable  by Seller to Buyer under
applicable law).

         (d) Vacation pay and employee wages.

         (e) All other items  customarily  prorated and  adjusted in  connection
with the sale of property of the type contemplated by this Agreement.

         All prorations required under this Article V shall be allocated so that
items  relating to time periods prior to the Effective Time will be allocated to
Seller and items  relating to time periods  beginning on or after the  Effective
Time will be  allocated  to Buyer (but only to the extent  that such  assets are
part of the Assets acquired by Buyer hereunder and such  liabilities are part of
the Assumed Obligations assumed by Buyer).

         Seller  shall  provide  Buyer with its  written  estimate of the amount
payable by Buyer to Seller  under this  Article V within  twenty (20) days after
the Date of Closing.  Buyer  shall pay the  prorations  within  thirty (30) days
after the Date of Closing.  In the event Buyer  disputes a proration,  Buyer and
Seller shall negotiate in good faith to resolve any disagreements concerning the
adjustments  contemplated under this Article V prior to the Date of Closing.  In
the event that the parties are unable to resolve  any such  disagreement  within
fifteen (15) days  following  delivery to Buyer of Seller's  estimate,  then, in
such  event,  the  parties  shall  submit the  dispute  to a  mutually  accepted
independent   accountant   (the   "Reviewing   Accountant")   to  resolve   such
disagreement.  Any determination by the Reviewing  Accountant shall be completed
by no later than ninety (90) days  following  the  submission  of the matter and
shall be final,  binding and conclusive  with respect to the matters in dispute,
absent fraud or manifest error.  The fees of the Reviewing  Accountant  shall be
proportioned equally between Buyer and Seller.

         In the event these matters are  submitted to the Reviewing  Accountant,
the party owing money in  accordance  with the Reviewing  Accountant's  decision
shall pay such sum within five (5) days  following  receipt of the report of the
Reviewing Accountant.

         If any terms  prorated as of the Date of Closing are based on estimates
(including,  without limitation,  percentage rents and common area charges under
the  Lease)  such  proration  shall  be  adjusted  at  such  time  as the  final
adjustments  of such  payments are made and any amounts due Seller or Buyer,  as
the case may be, on account  thereof  shall be paid in cash within ten (10) days
following such adjustment.

                                   ARTICLE VI
                                     CLOSING

         Section  VI.1  Date  of  Closing.   The  closing  of  the  transactions
contemplated  hereby  shall  occur at 9:00 a.m.  on  February  3, 1998 ("Date of
Closing" or  "Closing  Date").  The  closing  shall take place at the offices of
Goodwin, Procter & Hoar LLP, Exchange Place, Boston,  Massachusetts,  or at such
other place as the parties may agree.  Seller  shall keep control of and operate
the Restaurant through the close of business on the Date of Closing. Immediately
after the Restaurant  closes for business on the Date of Closing (the "Effective
Time"),  Buyer  shall  assume  possession  of the  Restaurant  and Assets at the
Location  and shall  control  and  operate the  Restaurant  beginning  as of the
opening of business on the day after the Date of Closing.

         Section VI.2 Deliveries of Seller. At the closing, Seller shall deliver
the following documents to Buyer:

         (a) An executed Bill of Sale,  Assumption of Liabilities and Assignment
Agreement substantially in the form of Exhibit B..

         (b) An  executed  Franchise  Agreement,  substantially  in the  form of
Exhibit A, as soon as  practicable  after  approval  of the  franchise  offering
circular by the State of Minnesota.

         Section  VI.3  Deliveries  of Buyer.  At the  closing,  the Buyer shall
deliver to Seller the following:

         (a) The Franchise Agreement duly executed by Buyer.

         (b) Consent to Assignment of Lease and Unconditional  Release of Seller
from the Lease, in the form of Exhibit C attached  hereto,  duly executed by the
Landlord of the Lease.

         (c)  Such  other  documents,  certificates  and  instruments  as may be
reasonably requested by Seller in connection with the transactions  contemplated
hereby.

                                   ARTICLE VII
                               CONDUCT OF BUSINESS

         Section  VII.1  Conduct of Business up to  Effective  Time.  During the
period  between the date hereof and the  Effective  Time,  Seller agrees that it
will  continue to operate the  Restaurant  diligently  and only in the  ordinary
course  of  business.  Seller  will not take any  action  which  will  cause any
material  change  in the  operations  of  the  Restaurant  or in the  properties
utilized  in its  operations,  other  than  changes  in the  ordinary  course of
business.

         Section VII.2  Authorization from Others.  Prior to the Effective Time,
Seller and Buyer will use their best  efforts,  but without  cost to Seller,  to
obtain the consent of the Lessor to the Assignment of Lease  contemplated  under
sub-paragraph  (d) of Section 6.2 above and all other  authorizations,  consents
and  permits  of others  required  to permit the  consummation  by Seller of the
transactions contemplated by this Agreement.

         Section  VII.3  Consummation  of  Agreement.  Seller shall use its best
efforts,  but without cost to Seller,  to perform and fulfill all conditions and
obligations on its part to be performed and fulfilled under this  Agreement,  to
the end that the  transactions  contemplated  by this  Agreement  shall be fully
carried out.

         Section VII.4 Employees.

         (a) Seller  shall  terminate  the  employment  of all of its  employees
employed  at  the  Location  with  respect  to  the  Restaurant   (the  "Subject
Employees") as of the Effective Time. The Buyer shall hire all Subject Employees
as of the Effective Time on terms and conditions  equivalent  (including without
limitation  identical  salary or hourly  compensation  rates) to those of Seller
immediately  prior to the Effective Time.  Except as may be otherwise  agreed by
the  parties as a result of good faith  negotiation,  Seller  shall use its best
efforts,  but without cost to Seller, to insure that all Subject Employees shall
accept such  employment by Buyer following the Effective Time. As between Seller
and the Buyer, it is agreed that the Subject  Employees will become employees of
the Buyer as of the Effective  Time. The parties  acknowledge and agree that the
Buyer shall not acquire any rights or  interests of Seller in, or assume or have
any  obligations or liabilities of Seller under,  any employee  benefit plans of
Seller with the exception of vacations accrued but not taken as of the Effective
Time, for which Buyer shall be liable after the Effective Time.  However,  Buyer
shall not be obligated to continue the employment of any Subject Employees for a
fixed term or any guaranteed length of time following the Effective Time.

         (b)  Buyer  acknowledges  that  Seller  has not  provided  the  Subject
Employees  with a notice of  employment  loss  under the Worker  Adjustment  and
Retraining  Notification  Act, 29 U.S.C.  ss.2101,  et. seq. on the basis of the
understanding  and  agreement of the parties that the  transaction  contemplated
hereunder  will not result in an  "employment  loss"  within the meaning of such
statute.

         Section  VII.5  Removal of  Assets.  Seller  shall not remove  from the
Location any of the physical Assets to be purchased  hereunder (except for items
replaced in the ordinary course of business with items of equivalent value).

         Section VII.6 Access.  Seller shall permit the Buyer, and its agents or
employees,  to have access to the Restaurant  during ordinary business hours for
the purpose of observing the operation of the Restaurant and reviewing the books
and records of the Restaurant,  all at the sole cost and expense of Buyer. Under
no  circumstances  shall Buyer  participate  in the management of the Restaurant
prior to closing.

                                  ARTICLE VIII
                            ASSUMPTION OF LIABILITIES

         Buyer shall assume as of the Effective Time all obligations, duties and
liabilities arising under or with respect to any of the Assumed Obligations.

         Seller  and Buyer  acknowledge  and agree  that Buyer has not agreed to
assume any of  Seller's  liabilities  and  obligations  except  for the  Assumed
Obligations.  The assumption of the Assumed Obligations by Buyer hereunder shall
not enlarge any rights of third parties  under  contracts or  arrangements  with
Buyer or Seller and nothing  herein shall  prevent any party from  contesting in
good faith with any third party any of said liabilities.

                                   ARTICLE IX
                                   CONDITIONS

         Section IX.1  Conditions  to  Obligations  of Seller.  Unless waived by
Seller in writing,  the  obligations of Seller to sell the Assets are subject to
the  satisfaction  on or  prior  to the  Closing  Date of each of the  following
conditions:

         (a) Buyer  shall  have  delivered  to Seller  the  documents  and items
identified in Section 6.3 hereof.

         (b)  Buyer  shall  have  complied  in all  material  respects  with the
covenants,  agreements and conditions of Buyer contained  herein to be performed
at or prior to the closing.

         (c) The  representations and warranties of Buyer contained herein shall
be true and correct in all material  respects on and as of the Closing Date with
the same effect as though made on and as of the  Closing  Date and all  actions,
proceedings,  instruments and documents required to carry out this Agreement and
the transactions  contemplated hereby and all related legal matters contemplated
by this  Agreement  shall have been  approved by counsel  for  Seller,  and such
counsel  shall have  received on behalf of Seller such other  certificates,  and
documents in form  satisfactory to counsel for Seller,  as Seller may reasonably
require from Buyer to evidence  compliance with the terms and conditions  hereof
as of the closing and the  correctness as of the closing of the  representations
and  warranties  of  Buyer.   Seller  shall  also  have  received  all  required
authorizations,  waivers,  consents  and  permits  to  permit  the  transactions
contemplated by this Agreement, in form and substance reasonably satisfactory to
Seller,  from  all  third  parties,   including  without  limitation  applicable
governmental  authorities,  regulatory agencies,  Seller's lessors,  lenders and
contract parties, required in connection with the transfer of Assets or Seller's
contracts, permits, leases, licenses and franchises, to avoid a breach, default,
termination,   accelerations   or  modification  of  any  agreement,   contract,
instruments,   mortgage,  lien,  lease,  permit,  authorization,   order,  writ,
judgment,  injunction,  decree,  determination  or arbitration  award binding on
Seller  or  otherwise  applicable  to  the  Restaurant  as a  result  of,  or in
connection  with, the execution and performance of this Agreement or as a result
of any action taken by any party holding a mortgage,  lien or other  encumbrance
on the Location.  Seller shall  diligently and in good faith undertake to obtain
the approvals,  licenses and other matters referred to in subsection (c) of this
Section 9.1. Buyer shall reasonably cooperate with the Seller in the performance
by the Seller of its obligations hereunder.

         Section IX.2 Conditions to Obligations of Buyer. Unless waived by Buyer
in writing,  the  obligations of Buyer to purchase the Assets are subject to the
satisfaction  on or  prior  to  the  Closing  Date  of  each  of  the  following
conditions:

         (a)  Seller  shall  have  delivered  to Buyer the  documents  and items
identified in Section 6.2 hereof.

         (b) Seller  shall  have  complied  in all  material  respects  with the
covenants,  agreements and conditions of Seller contained herein to be performed
at or prior to the closing.

         (c) The representations and warranties of Seller contained herein shall
be true and correct in all material  respects on and as of the Closing Date with
the same effect as though made on and as of the  Closing  Date and all  actions,
proceedings,  instruments and documents required to carry out this Agreement and
the transactions  contemplated hereby and all related legal matters contemplated
by this  Agreement  shall  have been  approved  by counsel  for Buyer,  and such
counsel  shall have  received  on behalf of Buyer such other  certificates,  and
documents in form  satisfactory  to counsel for Buyer,  as Buyer may  reasonably
require from Seller to evidence  compliance with the terms and conditions hereof
as of the closing and the  correctness as of the closing of the  representations
and warranties of Seller.

         (d) Except as provided in Section 9.3 below,  Buyer shall have received
(i) all  health,  restaurant,  food,  liquor  and other  governmental  licenses,
permits and approvals  necessary or appropriate,  in the reasonable  judgment of
the Buyer, to the continued operation and management of the Restaurant, and (ii)
all  required  authorizations,  waivers,  consents  and  permits  to permit  the
continuation of the business of the Restaurant and the transactions contemplated
by this Agreement,  in form and substance reasonably satisfactory to Buyer, from
all third  parties,  including,  without  limitations,  applicable  governmental
authorities,  regulatory agencies, Seller's lessors, lenders, the holders of any
mortgages  or other liens on the  Location  and  contract  parties,  required in
connection with the transfer of Assets or Seller's contracts,  permits,  leases,
licenses and franchises, to avoid a breach, default, termination,  accelerations
or modification of any agreement, contract, instruments,  mortgage, lien, lease,
permit, authorization,  order, writ, judgment, injunction, decree, determination
or arbitration award binding on Seller or otherwise applicable to the Restaurant
as a result of, or in connection  with,  the execution and  performance  of this
Agreement  or as a result of any action  taken by any party  holding a mortgage,
lien or other  encumbrance on the Location.  Buyer shall use its best efforts to
obtain the approvals,  licenses and other matters  referred to in subsection (e)
of this Section 9.2.  Seller shall  reasonably  cooperate  with the Buyer in the
performance by the Buyer of its obligations hereunder.

         Section IX.3 Liquor License.

         (a) This  transaction  shall be submitted to the appropriate  licensing
authorities  of  Minnetonka,  Minnesota  (and any other  governmental  authority
responsible  for the issuance of first-class  on-sale food and liquor  licenses,
collectively  the "City") and Buyer and Seller shall each use their best efforts
and utmost good faith and use all  diligence  to secure such  licenses.  Pending
issuance of the food and liquor  license  referred to in this  Section  9.3, the
Buyer shall operate the Restaurant under authority of Seller's existing licenses
under the terms of an interim  management  agreement  (the  "Interim  Management
Agreement")   in   substantially   the  form  of  Exhibit  D  attached   hereto.
Notwithstanding  anything to the contrary  contained  in the Interim  Management
Agreement,  Seller  shall not be  obligated  to  provide  Buyer  with  overhead,
corporate,  accounting, legal and other similar services following the Effective
Time.

         (b) In the event that (i) either  party is notified  that the City will
not permit the parties to continue  operation of the  Restaurant on the terms of
the Interim  Management  Agreement,  (ii)  Seller's  existing  food and beverage
license for the Restaurant (the "Existing  Licence") shall become subject to any
proceeding for the revocation of such license, (iii) the Existing License should
not be renewed or (iv) a new food and  beverage  license for the  Restaurant  in
Buyer's name is not issued by the City on or before the first anniversary of the
Date of Closing such that the Interim  Management  Agreement can be  terminated,
then, in any such event:

                   (i) The  instruments  of transfer  referred to in Section 6.2
shall be  returned  by Buyer to Seller and Buyer  shall  execute  and deliver to
Seller (or cause to be executed and  delivered)  all documents  and  instruments
necessary to revest Seller with good and marketable title to the Assets (subject
to the Permitted  Encumbrances and such other liens and encumbrances incurred by
or on behalf of Seller).

                   (ii) Seller shall return to Buyer all payments  made by Buyer
hereunder,  together  with  interest  on such amount from the date of payment by
Buyer to Seller,  until repaid by Seller,  at an annual rate of six (6) percent,
less  the  actual  net  profit  recovered  by  Buyer  for the  operation  of the
Restaurant and payable to Buyer under the Interim  Management  Agreement for the
period  beginning  on the  Effective  Time and ending on the date of  retransfer
contemplated  under  this  Section  9.3.  (c)  In  the  event  of a  dispute  or
controversy  with regard to the  payments  to be made or received in  accordance
with  Section  9.3(b)  above,  then,  in  any  such  event,  such a  dispute  or
controversy  shall be submitted to a final,  binding and conclusive  arbitration
pursuant to Minn.  Stat.  572.08 et. seq. to be conducted in accordance with the
rules and  procedures of the American  Arbitration  Association  ("AAA").  Three
independent arbitrators, one to be approved each of the parties and third by the
two so chosen  shall be selected,  either based on mutual  agreement or from the
panel  submitted  by the  AAA.  The  panel  shall  have  authority,  within  its
discretion to award, as part of its decision such additional  amounts for actual
damages,  expenses,  costs and attorney  fees if it finds bad faith as to one of
the parties.  Additional, the panel may award interest at the annual rate of six
percent (6%) from the date determined by the panel until such payments are paid.
The decision of the arbitrators shall be final and binding,  and for the purpose
of entering any award, the decision may be reduced to a judgment of any court of
appropriate jurisdiction.

         (d)  Notwithstanding  the  foregoing,  Buyer or Seller or both shall be
entitled to seek injunctive action against the City to enjoin the non-renewal or
termination of the Existing License as a result of the transaction  contemplated
herein.  If such injunction is granted,  Section 9.3(a) shall not be implemented
until final adjudication is exhausted.

         (e)  Notwithstanding  anything to the contrary  contained herein, or in
any instrument of transfer  delivered  hereunder,  the Buyer shall not acquire a
pecuniary  interest in the Restaurant  prior to the issuance of the new food and
liquor  licenses  referred to in Section  9.3(a) in violation of any  applicable
state or local law or ordinance.

                                    ARTICLE X
                            TERMINATION OF AGREEMENT

         Section  X.1   Termination.   This   Agreement  and  the   transactions
contemplated hereby may be terminated at any time prior to the Closing Date:

         (a) By mutual written consent of Seller and Buyer.

         (b) By either Buyer or by Seller if the closing shall not have occurred
prior to the close of business on February 15, 1998, provided, however, that the
party seeking to terminate this Agreement  pursuant to this Section  10.1(b) may
do so only if the failure to close shall not have  resulted  from the failure of
such  party to  comply  with  any of the  terms  of this  Agreement  or from the
inaccuracy of any representation or warranty of such party.

                                   ARTICLE XI
                             SELLER REPRESENTATIONS

         As an integral part of this Agreement,  and in order to induce Buyer to
enter into this  Agreement  and purchase the Assets,  Seller  hereby  covenants,
represents and warrants to Buyer:

         Section XI.1 Execution and Delivery;  Effect of Agreement.  Seller is a
corporation duly organized, validly existing and in good standing under the laws
of the State of  Minnesota  with full  corporate  power and  authority to own or
lease its properties and to conduct its business in the manner and in the places
where  such  properties  are  owned or  leased  or such  business  is  currently
conducted or proposed to be conducted.

         Section XI.2 Authority of Seller.

         (a)  Seller  has full  right,  authority  and power to enter  into this
Agreement  and each  agreement,  document  and  instrument  to be  executed  and
delivered by Seller pursuant to this Agreement and to carry out the transactions
contemplated  hereby. The execution,  delivery and performance by Seller of this
Agreement and each such other agreement, documents and instrument have been duly
authorized by all necessary  action of Seller and no other action on the part of
Seller is required in connection therewith.

         (b) This Agreement and each agreement, document and instrument executed
and delivered by Seller pursuant to this Agreement constitutes, or when executed
and  delivered  will  constitute,   valid  and  binding  obligations  of  Seller
enforceable  in  accordance  with  their  terms.  The  execution,  delivery  and
performance  by Seller of this Agreement and each such  agreement,  document and
instrument:

                   (i)  Does  not and  will not  violate  any  provision  of the
Articles of Incorporation or by-laws of Seller.

                   (ii)  Does not and will not  violate  any laws of the  United
States,  or any state or other  jurisdiction  applicable  to  Seller or  require
Seller to obtain any  approval,  consent or waiver of, or make any filing  with,
any person or entity  (governmental  or otherwise) that has not been obtained or
made (except that certain governmental  consents and authorizations are required
in  connection  with  the  operation  of a bar and  restaurant  business  at the
Location).  (c)  Seller  owns  the  Assets  free and  clear of all  liabilities,
obligations,   security  interests,  and  encumbrances,   except  for  Permitted
Encumbrances.

         Section XI.3 Conduct of Business. To the knowledge of Seller, except as
disclosed on Schedule III:

         (a) Seller is currently in possession  of the Location  pursuant to the
Lease;  Seller has not defaulted in the payment of performance of any obligation
of Seller under the Lease.

         (b) There are no collective bargaining agreements in effect with any of
Seller's employees.

         (c)  There  is  no  claim,  action,  suit,   proceeding,   arbitration,
investigation  or inquiry  pending before any Federal,  probate,  municipal,  or
other court,  or any  governmental  administrative  or  self-regulatory  body or
agency,  or  self  or any  private  arbitration  tribunal,  or to  the  Seller's
knowledge  threatened  against, or relating to affecting Seller by reason of the
Restaurant or the transactions contemplated by this Agreement.

         Section XI.4 No Brokers.  Neither  Seller nor any of its affiliates has
employed  any  broker,  finder  or agent  in  connection  with the  transactions
contemplated by this Agreement, and neither Seller nor any of its affiliates has
otherwise  become obligated for any broker's,  finder's,  agent's or similar fee
with respect to the transactions contemplated by this Agreement

                                   ARTICLE XII

REPRESENTATIONS  AND WARRANTIES OF BUYER Buyer represents and warrants to Seller
that:

         Section XII.1 Authority of Buyer.

         (a)  Buyer  has full  right,  authority  and  power to enter  into this
Agreement  and each  agreement,  document  and  instrument  to be  executed  and
delivered by Buyer pursuant to this Agreement and to carry out the  transactions
contemplated  hereby.  The execution,  delivery and performance by Buyer of this
Agreement and each such other agreement,  document and instrument have been duly
authorized by all  necessary  action of Buyer and no other action on the part of
Buyer is required in connection therewith.

         (b) This Agreement and each agreement, document and instrument executed
and delivered by Buyer pursuant to this Agreement constitutes,  or when executed
and  delivered  will  constitute,   valid  and  binding   obligations  of  Buyer
enforceable  in  accordance  with  their  terms.  The  execution,  delivery  and
performance  by Buyer of this  Agreement and each such  agreement,  document and
instrument:

         (i) Does not and will not violate any laws of the United States, or any
state or other  jurisdiction  applicable to Buyer or require Buyer to obtain any
approval,  consent or waiver of, or make any filing  with,  any person or entity
(governmental  or  otherwise)  that has not been  obtained or made  (except that
certain governmental consents and authorizations are required in connection with
the operation of a bar and restaurant business at the Location).

         Section XII.2 Consents.  No consent,  approval or authorization  of, or
exemption by, or filing with, any  governmental  or regulatory  authority or any
other third party is  required  to be obtained by Buyer in  connection  with the
execution,  delivery or  performance by Buyer of this Agreement or the taking by
Buyer of any other action contemplated hereby.

         Section XII.3  Availability of Funds.  Buyer will have available at the
closing   sufficient   funds  to  enable  it  to  consummate  the   transactions
contemplated by this Agreement.

         Section XII.4  Solvency.  The present fair saleable value of the assets
of the Buyer will,  immediately  following the Effective Time, exceed the amount
that  will be  required  to be paid on or in  respect  of its  debts  and  other
liabilities (including contingent liabilities) as they mature. The assets of the
Buyer do not, and immediately  following the Effective Time will not, constitute
unreasonably small capital to carry out its business as conducted or as proposed
to be  conducted.  The Buyer does not intend to, or believe that it will,  incur
debts  beyond its ability to pay such debts as they mature  (taking into account
the timing and amounts of cash to be received by the Buyer and the amounts to be
payable on or in respect of its obligations).

         Section XII.5 Litigation. There is no litigation pending or, to Buyer's
knowledge,  threatened by or against or affecting Buyer,  which seeks to enjoin,
challenge  the validity of this  Agreement or obtain  damages or other relief in
respect of the consummation of the transaction contemplated hereby.

         Section XII.6 Representation by Counsel.  Buyer has been represented by
legal counsel in connection with the transaction  contemplated in this Agreement
and has relied upon such  independent  counsel with respect to all legal and tax
consequence of the transaction contemplated herein.

         Section XII.7  Sophisticated  Investor.  Buyer is a  knowledgeable  and
sophisticated  investor  in  assets  of  the  type  to be  conveyed  under  this
Agreement.

         Section XII.8 No Brokers.  Neither Buyer nor any of its  affiliates has
employed  any  broker,  finder  or agent  in  connection  with the  transactions
contemplated by this Agreement,  and neither Buyer nor any of its affiliates has
otherwise  become obligated for any broker's,  finder's,  agent's or similar fee
with respect to the transactions contemplated by this Agreement.

                                  ARTICLE XIII
                          SURVIVAL AND INDEMNIFICATION

         Section XIII.1 Survival of Warranties. All representations, warranties,
agreements,  covenants  and  obligations  herein  or in any  schedule,  exhibit,
certificate  or  financial  statement  delivered by any party to the other party
incident to the transactions  contemplated hereby are material,  shall be deemed
to have been  relied  upon by the other  party and  shall  survive  the  closing
regardless of any  investigation  and shall not merge in the  performance of any
obligation by either party hereto; provided, however, that such representations,
warranties, agreements, covenants and obligations shall expire on the same dates
as and to the extent that the rights to  indemnification  with  respect  thereto
under this Article XIII shall expire.

         Section XIII.2  Indemnification  by Seller.  Seller shall indemnify and
hold Buyer and its respective  subsidiaries  and affiliates and persons servings
as   shareholders,   officers,   directors,   partners  or   employees   thereof
(individually  a  "Buyer   Indemnified   Party"  and   collectively  the  "Buyer
Indemnified  Parties")  harmless  from and  against  any  damages,  liabilities,
losses,  taxes,  fines,  penalties,  costs,  and  expenses  (including,  without
limitation,  reasonable  fees  of  counsel)  of any  kind or  nature  whatsoever
(whether or not arising out of third-party claims and including all amounts paid
in  investigation,  defense or  settlement  of the  foregoing  pursuant  to this
Article XIII) (hereafter, "Losses") which may be sustained or suffered by any of
them arising out or based upon any of the following matters:

         (a) Fraud,  intentional  misrepresentation  or a  deliberate  or wilful
breach by Seller of any of their representations,  warranties or covenants under
this Agreement or in any  certificate,  schedule or exhibit  delivered  pursuant
hereto.

         (b) Any other  breach of any  representations,  warranty or covenant of
Seller under this Agreement or in any certificate, schedule or exhibit delivered
pursuant  hereto,  or by reason of any claim,  action or proceeding  asserted or
instituted  growing  out of any  matter or thing  constituting  a breach of such
representations, warranties or covenants.

         (c) Any liability of Seller for Taxes owed by it payable for any period
prior to the Effective Time.

         (d) All Retained Obligations.

         (e) The claim of any broker,  finder or other  agent  employed by or on
behalf of Seller.

         Section   XIII.3    Limitations   on    Indemnification    by   Seller.
Notwithstanding  the  foregoing,  the  right of  Buyer  Indemnified  Parties  to
indemnification under Section 13.1 shall be subject to the following provisions:

         (a) No  indemnification  shall be payable  pursuant to Section  13.2(b)
above to any Buyer  Indemnified  Party,  until Losses for which the Buyer may be
indemnified  hereunder exceed $20,000,  whereupon the full amount of such Losses
in excess of $20, 000 shall be recovered in  accordance  with the terms  hereof;
provided,  however,  that  under no  circumstances  shall the  aggregate  amount
recovered  or payable  pursuant to Section  13.2 (b) to any and all of the Buyer
Indemnified Parties exceed the sum payable under Section 3.1 hereof.

         (b) No  indemnification  shall be payable to a Buyer  Indemnified Party
with respect to claims asserted pursuant to Section 13.2(b) (exclusive of claims
for  indemnification  for Taxes or tax  related  matters)  after  expiration  of
eighteen  (18)  months  from the  Date of  Closing,  plus  such  further  period
necessary to resolve any claim for indemnification  made prior to such date (the
"Indemnification Cut-Off Date").

         Section XIII.4  Indemnification by Buyer. Buyer agrees to indemnify and
hold  Seller  harmless  from and against any  damages,  liabilities,  losses and
expenses (including, without limitation, reasonable fees of counsel) of any kind
or nature  whatsoever  (whether  or not arising  out of  third-party  claims and
including  all  amounts  paid in  investigation,  defense or  settlement  of the
foregoing  pursuant to this Article  XIII)  (hereafter,  "Losses")  which may be
sustained  or  suffered  by any of them  arising out of or based upon any of the
following matters:

         (a) A breach of any representations or warranties made by Buyer in this
Agreement or in any certificate  delivered by Buyer  hereunder,  or by reason of
any  claims,  action or  proceeding  asserted or  instituted  growing out of any
matter or thing constituting such a breach.

         (b)  Any  and  all  failures  of the  Buyer  to pay or to  perform  and
discharge any of the Assumed  Obligations  or to perform any  covenants  made by
Buyer in this Agreement.

         (c) Any and all employment practices, decisions, actions or proceedings
undertaken  by  Buyer  following  the  Effective  Time in  connection  with  the
operation of the Restaurant.

         Section XIII.5 Limitation on Indemnification by Buyer.  Notwithstanding
the foregoing,  the right of Seller to Indemnification  under Section 13.4 shall
be subject to the following provisions:

         (a) No  indemnification  shall be payable  pursuant to Section  13.4(a)
above to Seller, until Losses for which the Seller may be indemnified  hereunder
exceed  $20,000,  whereupon  the full amount of such Losses in excess of $20,000
shall be recovered in accordance with the terms hereof; provided,  however, that
under no circumstances  shall the aggregate amount recovered or payable pursuant
to Section 13.3(a) to Seller exceed the sum payable under Section 3.1 hereof.

         (b) No  indemnification  shall be  payable  to Seller  with  respect to
claims asserted pursuant to Section 13.4 above after the Indemnification Cut-Off
Date,   plus  such   further   period   necessary   to  resolve  any  claim  for
indemnification made prior to such date.
         

         Section XIII.6 Notice; Defense of Claims.  Promptly after receipt by an
indemnified  party of notice of any  claim,  liability  or  expense to which the
indemnification  obligations  hereunder would apply, the indemnified party shall
give notice thereof in writing to the indemnifying party, but the omission to so
notify the indemnifying  party promptly will not relieve the indemnifying  party
from any liability except to the extent that the  indemnifying  party shall have
been prejudiced as a result of the failure or delay in giving such notice.  Such
notice  shall state the  information  then  available  regarding  the amount and
nature of such claim,  liability or expense and shall  specify the  provision or
provisions  of this  Agreement  under  which  the  liability  or  obligation  is
asserted.  If within 20 days after receiving such notice the indemnifying  party
gives  written  notice to the  indemnified  party  stating  that it disputes and
intends to defend  against such claim,  liability or expense at its own cost and
expense,  then  counsel  for the defense  shall be selected by the  indemnifying
party (subject to the consent of the  indemnified  party which consent shall not
be  unreasonably  withheld) and the  indemnified  party shall make no payment on
such claim, liability or expense as long as the indemnifying party in conducting
a good faith and diligent defense.  Notwithstanding  anything herein stated, the
indemnified party shall at all times have the right to fully participate in such
defense at its own expense directly or through counsel;  provided,  however,  if
the named  parties to the action or  proceeding  include  both the  indemnifying
party and the indemnified party and  representations of both parties by the same
counsel  would  be  inappropriate  under  applicable  standard  of  professional
conduct, the expense of separate counsel for the indemnified party shall be paid
by the indemnifying  party. If no such notice of intent to dispute and defend is
given by the  indemnifying  party, or if such diligent good faith defense is not
being or ceases to be conducted,  the indemnified party shall, at the expense of
the  indemnifying  party,  undertake  the  defense of such claim,  liability  or
expense (with counsel  selected by the  indemnified  party),  and shall have the
right  to  compromise  or  settle  the  same  (exercising   reasonable  business
judgment).  If such claim, liability or expense is one that by its nature cannot
be defended solely by the indemnify party, then the indemnified party shall make
available all information and assistance that the indemnify party may reasonably
request and shall cooperate with the indemnify party in such defense.

         Section XIII.7  Calculation of Losses. In calculating the amount of any
Losses under this Agreement, the parties shall take into account, and reduce the
Losses by an amount equal to the amount of any claim or recovery available under
any insurance  policies or against any third parties.  Subject to the provisions
of Sections  13.3 and 13.5,  Losses for which a person is required to  indemnify
another person hereunder shall be calculated on a dollar for dollar basis.

                                   ARTICLE XIV
                                  MISCELLANEOUS

         Section XIV.1 Entire Agreement.  This Agreement (including the Exhibits
and Schedules  attached  hereto)  constitutes  the entire  understanding  of the
parties  with  respect to the matters  provided  for herein and  supersedes  any
previous  agreements and  understanding  between the parties with respect to the
subject  matter  hereof.  Matters  disclosed by Seller to Buyer  pursuant to any
Section of this  Agreement  shall be deemed to be disclosed  with respect to all
sections of this  Agreement.  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 parties  hereto.  If and to the extent that
the  provisions  hereof or of any  agreement or instrument  contemplated  hereby
conflict  with or may be  construed  to  constitute  a  breach  of that  certain
Agreement  and Plan of  Merger  among  CEI,  DAKA  International,  Inc.  and CEI
Acquisition  Corp.  dated as of October 10, 1995 or any  agreement or instrument
contemplated thereby or executed in connection therewith, the provisions of this
Agreement or the applicable  agreement or instrument  contemplated  hereby shall
prevail so as to eliminate such potential conflict or breach.

         Section XIV.2 Successors and Assigns.  The terms and conditions of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors and permitted  assigns of the parties hereto.  This Agreement may not
be assigned, in whole or in part, by any party without the prior written consent
of the other party hereto.  Notwithstanding the foregoing, no assignment of this
Agreement or any of the rights or obligations  hereof shall release the assignor
of his or its  obligations  under this Agreement and, upon any such  assignment,
the  representations,  warranties,  covenants and  agreements  contained in this
Agreement, plus any other representations,  warranties, covenants and agreements
reasonably required as a result of such assignment, shall be deemed to have been
made by the assignee as well as by the assignor.

         Section XIV.3 Risk of Loss.

         (a) Until this  transaction is consummated the entire risk of loss with
respect to the  Assets and  business  of Seller  shall be borne by Seller  which
shall,  in all events,  keep the Assets fully insured  against  loss,  damage or
destruction.  From and after the closing of this transaction, risk of loss shall
be borne by Buyer.

         (b) In the event that prior to the  Effective  Time the Assets,  or any
portion thereof,  are materially  destroyed or damaged by fire or other casualty
or loss, or the premises or buildings in which the Restaurant are located are so
damaged or destroyed,  Seller shall promptly notify Buyer in writing,  and Buyer
shall have ten (10) days after receipt of such notice to elect to (i) cancel and
terminate this Agreement, or (ii) consummate the purchase contemplated hereby.

         (c) In the event of such damage or  destruction as described in Section
14.3(b)  above,  and Buyer elects to  consummate  the  transaction  contemplated
hereby,  Seller shall assign to Buyer all of Seller's rights under, and interest
in, all of Seller's insurance policies, insurance proceeds and contracts and all
other  rights of Seller to seek  indemnification  for such loss or  damage,  all
amounts recovered  thereunder or thereby by Buyer to remain the sole property of
Buyer.

         (d) In the event of the damage or  destruction  referred  to in Section
14.3(b)  of this  Agreement,  and  Buyer  shall  not  elect  to  consummate  the
transactions   contemplated  by  this  Agreement,   then  upon  termination  and
cancellation  of this  Agreement,  Seller shall refund to Buyer,  together  with
interest thereon,  the earnest money, if any, paid by Buyer to Seller under this
Agreement.

         Section XIV.4  Counterparts.  This  Agreement may be executed in one or
more  counterparts,  each of which  shall  for all  purposes  be deemed to be an
original and all of which shall constitute the same instrument.

         Section XIV.5 No Construction  Against Author. This Agreement shall not
be construed more strictly against one party than against the other by virtue of
the fact that it may have been  drafted or  prepared  by counsel  for one of the
parties,  it being  recognized  that  Buyer and  Seller  have  each  contributed
substantially and materially to the preparation of this Agreement.

         Section  XIV.6  Headings.  The headings of the Articles and Sections of
this  Agreement  are  included for  convenience  only and shall not be deemed to
constitute part of this Agreement or to affect the construction hereof.

         Section XIV.7 Modifications and Waivers. Any of the terms or conditions
of this  Agreement  may be waived in writing  at any time by the party  which is
entitled to the benefits  thereof.  No waiver of any of the  provisions  of this
Agreement  shall  be  deemed  to or  shall  constitute  a  waiver  of any  other
provisions hereof (whether or not similar).

         Section XIV.8 Fees and Expenses.

         (a) Each of the parties will bear its own expenses in  connection  with
the negotiation and the  consummation of the  transactions  contemplated by this
Agreement,  and,  except as  expressly  provided  herein,  no expenses of Seller
relating in any way to the  purchase  and sale of the Assets  hereunder  and the
transactions   contemplated   hereby,   including,   without  limitation  legal,
accounting or other professional expenses of Seller, shall be charged or paid by
Buyer or included in any of the Assumed Obligations.

         (b) Buyer will pay all costs incurred,  whether at or subsequent to the
Effective Time, in connection  with any sales,  use,  excise,  real property and
transfer taxes and charges  applicable to such transfer,  all recording  charges
and title company fees and premiums  applicable to the  recordation of deeds and
mortgages  and other  instruments  of  transfer  and the  issuance  of the title
insurance  contemplated  hereunder,  and all costs of obtaining or  transferring
permits,   registrations,   applications   and  other  tangible  and  intangible
properties.  Buyer will pay all  premiums,  charges and costs of  obtaining  and
providing surveys,  appraisals,  UCC and title searches for the benefit of Buyer
with respect to the Assets.

         (c)  Notwithstanding  anything to the contrary  contained  herein,  the
prevailing party in any litigation commenced hereunder shall be entitled to such
parties   fees  and   expenses,   including   reasonable   attorneys   fees  and
disbursements.

         Section XIV.9  Publicity and  Disclosures.  No press releases or public
disclosure,  either written or oral, of the  transactions  contemplated  by this
Agreement,  shall be made by a party to this Agreement without the prior written
consent of Buyer and Seller.

         Section  XIV.10  Notices.  Any notice,  request,  instruction  or other
document to be given  hereunder  by any party hereto to any other party shall be
in writing and delivered  personally  or sent by  registered or certified  mail,
postage prepaid, addressed as follows:

If to Seller:                       c/o Champps Entertainment, Inc.
                                    1 Corporate Place
                                    55 Ferncroft Road
                                    Danvers, Massachusetts 01923-4001
                                    Attention: Charles W. Redepenning

                                    With copy to:

                                    Goodwin, Proctor & Hoar, LLP
                                    Exchange Place
                                    Boston, Massachusetts 02109
                                    Attention: Ettore A. Santucci, P.C.

If to Buyer:                        Dean P. Vlahos
                                    80 Gideons Point Road
                                    Tonka Bay, MN  55331

                                    With copy to:

                                    Kaplan, Strangis and Kaplan, P.A.
                                    5500 Norwest Center
                                    90 South Seventh Street
                                    Minneapolis, MN 55402
                                    Attention: David Karan, Esquire


or at such other  address for a party as shall be specified by like notice.  Any
notice  which is delivered  personally  in the manner  provided  herein shall be
deemed to have been duly given to the party to whom it is  directed  upon actual
receipt by such party (or its agent for notices hereunder).  Any notice which is
addressed  and  mailed  in the  manner  herein  provided  shall be  conclusively
presumed  to have been duly given to the party to which it is  addressed  at the
close of business,  local time of the recipient,  on the third day after the day
it is so placed in the mail.

         Section  XIV.11  Governing  Law. This  Agreement  shall be construed in
accordance with and governed by the laws of the State of Minnesota applicable to
agreements  made and to be performed  in such  jurisdiction  and without  giving
effect to the principles of conflicts of law of such jurisdiction.

         Section  XIV.12  Further  Assurances.  At any time or from time to time
after the Effective Time, either party shall, at the request of the other party,
and at such other party's expense,  execute and deliver any further  instruments
or  documents  and take all such  further  action as such party  reasonably  may
request in order to consummate and make effective the transactions  contemplated
by this Agreement.

         Section XIV.13  Severability.  If any provision hereof shall be held by
any court of competent  jurisdiction to be illegal, void or unenforceable,  such
provision  shall be of no force  and  effect,  but the  illegality,  voiding  or
unenforceability  of any such provision  shall have no effect upon and shall not
impair the enforceability of any other provision of this Agreement.

         Section XIV.14 Survival. Except as set forth in Article XIII above, the
representations,   warranties,  covenants  and  agreements  set  forth  in  this
Agreement or in any writing delivered by Buyer or Seller hereunder shall survive
the closing contemplated hereunder.



<PAGE>

         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed and delivered on the day and year first above written.

                            SELLER:

                            CHAMPPS ENTERTAINMENT, INC., a Minnesota corporation


                            By:
                            Its


                            BUYER:

                            Dean P. Vlahos


                            ---------------------------------






<PAGE>

                                  EXHIBIT A

                               FRANCHISE AGREEMENT



<PAGE>


                                    EXHIBIT B

         BILL OF SALE, ASSUMPTION OF LIABILITES AND ASSIGNMENT AGREEMENT




<PAGE>


                                    EXHIBIT C

                  ASSIGNMENT OF LEASE AND UNCONDITIONAL RELEASE



<PAGE>


                                    EXHIBIT D

                          INTERIM MANAGEMENT AGREEMENT