Exhibit 10.21


                         POST-CLOSING PAYMENTS AGREEMENT

         This POST-CLOSING  PAYMENTS  AGREEMENT (the "Agreement") is dated as of
January  __,  1998  among  DAKA  INTERNATIONAL,  INC.,  a  Delaware  corporation
("International"),  DAKA, INC., a Massachusetts  corporation  ("Daka"),  COMPASS
GROUP  PLC,  a  public  limited  company   incorporated  in  England  and  Wales
("Compass"),   COMPASS  HOLDINGS,   INC.,  a  Delaware   corporation   ("Compass
Holdings"),  UNIQUE CASUAL RESTAURANTS,  INC., a Delaware corporation  ("UCRI"),
CHAMPPS   ENTERTAINMENT,   INC.,  a  Minnesota  corporation   ("Champps"),   and
FUDDRUCKERS, INC., a Texas corporation ("Fuddruckers").

                                    RECITALS

         WHEREAS, under the terms of an Agreement and Plan of Merger dated as of
May 27, 1997 (the "Merger Agreement"),  by and among Compass,  Compass Holdings,
Compass  Interim,  Inc.  ("Compass  Interim") and  International,  International
agreed to transfer its restaurant  business to UCRI, and Compass Holdings agreed
to commence a tender  offer for the shares of  International  and to  thereafter
cause the merger of International into Compass Interim (the "Acquisition"); and

         WHEREAS,  as a  part  of  the  transactions  described  in  the  Merger
Agreement,  the following  agreements were entered into: (a) the  Reorganization
Agreement,  dated as of May 27, 1997, among  International,  Daka, UCRI, Compass
and Compass Holdings (the  "Reorganization  Agreement"),  (b) the Tax Allocation
Agreement, dated as of May 27, 1997, among International,  UCRI and Compass (the
"Tax Allocation Agreement"),  (c) the Post-Closing Covenants Agreement, dated as
of May 27, 1997, among International,  UCRI, Champps,  Fuddruckers,  Compass and
Compass  Holdings (the "PCCA"),  and (d) the Transition  Agreement,  dated as of
July  17,  1997,  among  UCRI,   International   and  Compass  (the  "Transition
Agreement") (collectively, the "Ancillary Agreements"); and

         WHEREAS,  the Merger Agreement and Ancillary Agreements specify certain
actions to be taken following the effective date of the  Acquisition,  including
but not limited to certain payments and purchase price  adjustments  pursuant to
Articles IV and V, respectively, of the PCCA; and

         WHEREAS, the parties to this Agreement have determined to set forth the
amount of such  post-closing  payments,  the method of payment and certain other
post-closing matters;

         NOW, THEREFORE,  in consideration of the premises, and of the terms and
conditions set forth herein, the parties hereto agree as follows:



<PAGE>




         Section 1. Trade  Receivables and Obligations  Settlement.  The parties
agree as follows:

                  (a)  Attached  hereto as  Schedule  1(a) and  Schedule  6 is a
         complete and accurate list of all Trade  Receivables  delivered by Daka
         to UCRI, as of the date hereof, pursuant to Section 4.8(a) of the PCCA.
         The  parties  acknowledge  that  payment  with  respect  to  the  Trade
         Receivables  set forth in Schedule  1(a) may be received by Daka as the
         named account creditor or by Compass as the successor to International.
         The  parties  agree  that any  payment  received  by  Compass,  Daka or
         International  with respect to such Trade Receivables shall be remitted
         to UCRI not later than the third  business  day  following  receipt and
         that Compass shall have no right of set-off whatsoever against any such
         amount.

                  (b)  Attached  as  Schedule  1(b) is a complete  and  accurate
         description  of all  Obligations  delivered by Daka to UCRI,  as of the
         date hereof, pursuant to Section 4.8(a) of the PCCA.

                  (c) The amount to be remitted by UCRI to Compass under Section
         4.8(a) of the PCCA is $3,800,000.

                  (d) Each  party has  performed  fully,  to the  other  party's
         satisfaction, all duties and obligations set forth in Article IV of the
         PCCA, and all further performance  obligations  thereunder shall hereby
         cease,  including without limitation Compass' obligation to collect any
         Trade  Receivables,  to pay any  Obligations or to otherwise act in any
         capacity  as  agent  on  behalf  of  UCRI  in   connection   therewith.
         Notwithstanding   the   foregoing,   Compass'  and  UCRI's   respective
         performance  obligations  under Section 4.8(b) of the PCCA shall remain
         in effect, as provided therein.

         Section 2. Balance  Sheet and Managed  Volume/Profit  Adjustments.  The
parties agree that the aggregate  amount to be paid by UCRI to Compass  pursuant
to Sections 5.2 and 5.3 of the PCCA is $15,000,000.

Section 3.  Amount and Method of Payment.  The parties agree as follows:

                  (a) The methods  described  in Sections  4.8(a) and 5.4 of the
         PCCA for  determining the amounts of payments and the method of payment
         under  Articles  IV and V of the PCCA are no longer in force and effect
         and are  superseded in their entirety by this  Agreement.  In addition,
         Sections 5.6, 5.10, 5.11, 5.12 and 5.13 of the Transition Agreement are
         superseded in their entirety by this Agreement.

                  (b) The  aggregate  amount  of  $18,800,000  owing  by UCRI to
         Compass  pursuant to  Articles IV and V of the PCCA (the  "Post-Closing
         Payment"),  as described  in Sections 1 and 2 hereof,  shall be paid as
         follows:



<PAGE>

         (i)      Retained Cash (Section 4)                       $4,200,000
         (ii)     Tax Refund (Section 5)                           6,300,000
         (iii)    Assigned Trade Receivables (Section 6)           4,200,000
         (iv)     Assigned UCRI Accounts (Section 7)               2,300,000
         (v)      Assigned Tax Benefits (Section 8)                8,000,000
         (vi)     Assigned Rebates (Section 9)                       200,000
         (vii)    Agreed Discount (Section 10)                    (6,400,000)
                                                                 -----------
         Total                                                   $18,800,000

                  (c) UCRI will have no rights or  interests  in any  assets (or
         any portions  thereof) assigned by UCRI to Compass and credited against
         the Post-Closing  Payment pursuant to this Agreement to the extent that
         the aggregate  value of such asset exceeds  $18,800,000,  or otherwise.
         Compass  will have no rights or interests in any assets (or any portion
         thereof)   assigned  by  UCRI  to  Compass  and  credited  against  the
         Post-Closing  Payment pursuant to this Agreement to the extent that the
         aggregate value of such asset is less than  $18,800,000,  or otherwise.
         Except for any Assigned UCRI Account that is evidenced by a note and is
         to be  delivered  to  Compass  pursuant  to  Section  7 below,  Compass
         acknowledges  and agrees that it is in  possession of all cash or other
         assets to be conveyed or delivered by UCRI to Compass  pursuant to this
         Agreement.

         Section 4. Retained  Cash. The parties agree that the amount of cash in
the possession of Compass that is classified as UCRI Assets  pursuant to Section
1.1 of the Reorganization Agreement equals $4,200,000. The parties further agree
that  ownership of such cash amount of  $4,200,000  has been conveyed to Compass
(the  "Retained  Cash")  pursuant  to that  certain  Conveyance  and  Assignment
Agreement,  dated as of the date hereof,  between UCRI and Compass Holdings (the
"Conveyance and Assignment  Agreement")  and will be credited  against the Post-
Closing Payment as specified in Section 3(b) hereof.

         Section  5. Tax  Refund.  The  parties  agree  that (a) the  Refund (as
defined in that certain letter from UCRI to Compass,  dated July 14,1997) equals
$6,300,000  and has been  received  and retained by Compass in  accordance  with
Compass' lien on and security interest therein, (b) the Refund has been conveyed
to Compass  pursuant to the  Conveyance  and  Assignment  Agreement  and will be
credited against the  Post-Closing  Payment as specified in Section 3(b) hereof,
and (c) UCRI shall  have no further  rights to or claims on the Refund as a UCRI
Asset pursuant to the Tax Allocation Agreement or otherwise.

         Section 6. Assigned Trade Receivables. Attached as Schedule 6 is a list
of trade  receivables  that have been assigned by UCRI to Compass (the "Assigned
Trade  Receivables")  pursuant to the Conveyance and Assignment  Agreement.  The
parties agree that $4,200,000 will be credited against the Post-Closing  Payment
as specified in Section 3(b) hereof in consideration  for such  assignment.  The
parties  further agree that all client  advances  related to the Assigned  Trade
Receivables are the  responsibility of Compass,  and UCRI will have no liability
in connection therewith.

<PAGE>



         Section 7. Assigned UCRI Accounts.  Attached as Schedule 7 is a list of
certain notes receivable and accounts that have been assigned by UCRI to Compass
(the  "Assigned  UCRI  Accounts")  pursuant  to the  Conveyance  and  Assignment
Agreement.  To the extent that any Assigned UCRI Account is evidenced by a note,
each such note has been endorsed by UCRI and  delivered to Compass.  The parties
agree that  $2,300,000  will be  credited  against the  Post-Closing  Payment as
specified in Section 3(b) hereof in consideration for such assignment.

         Section 8. Assigned Tax Benefits.  Section 3.2(c) of the Tax Allocation
Agreement  provides  that Compass shall pay to UCRI the amount of the Income Tax
Benefit (as defined therein)  associated with any Carryforward  Item (as defined
therein).  UCRI has assigned its rights to any such payment under Section 3.2(c)
(the  "Assigned  Tax  Benefits")  pursuant  to  the  Conveyance  and  Assignment
Agreement.  The  parties  agree that  $8,000,000  will be  credited  against the
Post-Closing  Payment as specified in Section 3(b) hereof in  consideration  for
such assignment.

         Section  9.  Assigned  Rebates.  Attached  as  Schedule  9 is a list of
certain  rebates that were  classified  as UCRI Assets,  which rebates have been
assigned by UCRI to Compass (the "Assigned  Rebates") pursuant to the Conveyance
and  Assignment  Agreement.  The parties  agree that  $200,000  will be credited
against  the  Post-Closing  Payment  as  specified  in  Section  3(b)  hereof in
consideration for such assignment.

         Section 10. Agreed  Discount.  In lieu of an itemized  valuation of the
Refund, the Assigned Trade Receivables, the Assigned UCRI Accounts, the Assigned
Tax Benefits and the Assigned  Rebates,  the parties have  assigned an aggregate
discount of $6,400,000 to such items.

         Section 11. Venturino  Claim. As a condition to the various  agreements
of the parties  contained in this  Agreement  and in  furtherance  thereof,  the
parties each acknowledge and agree as follows:

                  (a) UCRI (i) in accordance  with the Stipulation and Agreement
         of Settlement, dated December 19, 1997, among Shapiro Haber & Urmy LLP,
         Milberg Weiss Bershad Hynes & Lerach LLP,  Schiffrin & Craig,  Ltd. and
         Law Offices of Alfred G. Yates,  Jr.  (collectively  as counsel for the
         Plaintiffs)  and  Goodwin,  Procter  & Hoar  LLP  (as  counsel  for the
         Defendants) and Daka International,  Inc. (the "Settlement Agreement"),
         and in accordance with the Supplemental  Agreement,  dated December 15,
         1997,  among the parties  listed above  (together  with the  Settlement
         Agreement,  the "Venturino  Agreements"),  has directed  National Union
         Fire  Insurance  Company of Pittsburgh,  PA (the  "Insurer") to proceed
         promptly to complete the settlement (the "Venturino Settlement") of the
         Venturino  Claim (as defined in Section  2.1(d) of the PCCA) and to pay
         all  settlement  amounts  as  directed  in the  final  approval  of the
         Venturino  Settlement  by the  United  States  District  Court  for the
         District of  Massachusetts  (the "Court"),  (ii) in accordance with the
         Venturino Agreements,  has directed its counsel to immediately take all
         actions  required to complete  the  Venturino  Settlement  and will not
         withdraw or modify these  instructions,  (iii) has fully  complied with
         
<PAGE>



         all requests to date  of plaintiff's counsel in the Venturino Claim for
         confirmatory  discovery  so  that no further  discovery is necessary to
         complete  the  Venturino  Settlement,  except as may be directed by the
         Court after the date  hereof, and (iv) has notified,  or has caused its
         counsel to notify,  the  Court in writing that the Venturino  Claim has
         been  settled  and  has  filed  an  appropriate  motion  seeking  court
         approval of the Venturino Settlement.

                  (b) UCRI  will  promptly  take all  actions  necessary  and to
         otherwise  use  all  commercially   reasonable  efforts  to  cause  the
         Venturino Settlement to be completed as soon as practical in accordance
         with the Venturino Agreements.

         Section 12.  Miscellaneous.

                  (a) UCRI makes no representations or warranties  regarding the
         condition or value of the Tax Refund,  the Assigned Trade  Receivables,
         the Assigned UCRI  Accounts,  the Assigned Tax Benefits or the Assigned
         Rebates, and Compass agrees that it takes such assets as is.

                  (b) Except as otherwise  expressly amended or modified by this
         Agreement,  the Merger  Agreement  and the Ancillary  Agreements  shall
         remain in full  force and  effect,  including  without  limitation  (i)
         UCRI's obligations  pursuant to the Transition  Agreement regardless of
         whether  UCRI  relocates  its  corporate  headquarters  and (ii) UCRI's
         obligations  pursuant  to the Tax  Allocation  Agreement  to provide to
         Compass  access to tax  personnel and records.  The parties  hereto may
         modify or amend this Agreement only by written  agreement  executed and
         delivered by duly authorized officers of the respective parties.

                  (c) No delay on the part of any party hereto in exercising any
         right,  power or privilege  hereunder will operate as a waiver thereof,
         nor will any waiver on the part of any party hereto of any right, power
         or privilege hereunder operate as a waiver of any other right, power or
         privilege  hereunder,  nor will any single or partial  exercise  of any
         right,  power or  privilege  hereunder  preclude  any other or  further
         exercise thereof or the exercise of any other right, power or privilege
         hereunder.  No  waiver  will be  effective  hereunder  unless  it is in
         writing.  Unless  otherwise  provided,  the rights and remedies  herein
         provided are cumulative and are not exclusive of any rights or remedies
         which the parties may otherwise have at law or in equity.

                  (d) For the convenience of the parties,  this Agreement may be
         executed in any number of separate counterparts,  each such counterpart
         being deemed to be an original  instrument,  and all such  counterparts
         shall together constitute the same agreement.

                  (e)      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
         IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
         DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
         ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS
         OF LAW PRINCIPLES OF SUCH STATE.


<PAGE>



                  (f) Any notice, request, instruction or other communication to
         be given  hereunder  by any party to any other  shall be in writing and
         shall be deemed to have been duly given (i) on the date of  delivery if
         delivered   personally,   or  by   telecopy  or   telefacsimile,   upon
         confirmation  of receipt,  (ii) on the first business day following the
         date of dispatch if  delivered by Federal  Express or other  nationally
         reputable next-day courier service,  or (iii) on the third business day
         following  the date of mailing if delivered by  registered or certified
         mail, return receipt requested,  postage prepaid. All notices hereunder
         shall be  delivered  as set forth  below,  or  pursuant  to such  other
         instructions  as may be  designated  in writing by the party to receive
         such notice:

                           (i)      If to UCRI, Champps or Fuddruckers:

Unique Casual Restaurants, Inc.
One Corporate Place
55 Ferncroft Road
Danvers, Massachusetts 01923-4001
Attention:  General Counsel

                           (ii)     If to Compass, International or Daka:

Compass Group USA, Inc.
2400 Yorkmont Road
Charlotte, North Carolina 28217
Attention:  General Counsel

                  (g)  The  Merger  Agreement,  the  Ancillary  Agreements,  the
         Confidentiality  Agreement , the  Assignment of Debt and  Collateral by
         UCRI, dated November 20, 1997, and this Agreement constitute the entire
         agreement,  and supersede all other prior  agreements,  understandings,
         representations  and  warranties,  both  written  and  oral,  among the
         parties, with respect to the subject matter hereof and thereof.

                  (h) No  party  to  this  Agreement  shall  convey,  assign  or
         otherwise  transfer  any  of  its  rights  or  obligations  under  this
         Agreement  without the  express  written  consent of the other  parties
         hereto in their sole and  absolute  discretion,  except  that any party
         hereto may assign any of its rights  hereunder to a successor to all or
         any part of its  business.  Except as aforesaid,  any such  conveyance,
         assignment or transfer without the express written consent of the other
         parties shall be void ab initio.  No assignment of this Agreement shall
         relieve the assigning party of its obligations hereunder.

                  (i) If any  provision  of this  Agreement  or the  application
         thereof  to any  person or  circumstance  is  determined  by a court of
         competent  jurisdiction  to be  invalid,  void  or  unenforceable,  the
         remaining  provisions  hereof,  or the application of such provision to
         persons or circumstances  other than those as to which it has been held
         invalid  or  unenforceable,  shall  remain in full force and effect and
         shall in no way be affected,  impaired or invalidated  thereby, so long
         as the  economic or legal  substance of the  transactions  contemplated
         hereby is not affected in any manner adverse to any party.



<PAGE>



         Upon any such determination,  the parties shall negotiate in good faith
         in an  effort  to  agree  upon  a  suitable  and  equitable  substitute
         provision to effect the original intent of the parties.

                  (j) Nothing  contained in this Agreement is intended to confer
         upon any  person or entity  other  than the  parties  hereto  and their
         respective  successors  and permitted  assigns,  any benefit,  right or
         remedies.

                  (k) (i) The parties agree that irreparable  damage would occur
                  in the event that any of the provisions of this Agreement were
                  not performed in accordance  with their specific terms or were
                  otherwise breached.  It is accordingly agreed that the parties
                  shall be entitled to an injunction or  injunctions  to prevent
                  breaches of this  Agreement  and to enforce  specifically  the
                  terms and provisions of this Agreement, this being in addition
                  to any other  remedy to which they are  entitled  at law or in
                  equity.

                           (ii)  Except  for  claims  barred  by the  applicable
                  statute  of  limitations  (which  may  not be  pursued  by the
                  parties in any judicial, arbitral or other forum), any and all
                  disputes  between the  parties  that arise out of or relate to
                  this  Agreement  or any other  agreement  between  the parties
                  entered  into  in  connection  herewith  or  the  transactions
                  contemplated  hereby or thereby,  and which cannot be amicably
                  settled,   shall  be  determined  solely  and  exclusively  by
                  arbitration   administered   by   the   American   Arbitration
                  Association ("AAA") under its commercial arbitration rules for
                  such  disputes  at its  office in Boston,  Massachusetts.  The
                  parties expressly,  unconditionally  and irrevocably waive any
                  right to recision,  repudiation  or any similar  remedy in any
                  legal action  hereunder.  The arbitration  panel (the "Panel")
                  shall be formed of three arbitrators  approved by the AAA, one
                  to be appointed by Compass,  one to be appointed by UCRI,  and
                  the third to be appointed by the first two or, in the event of
                  failure to agree within 30 days,  by the President of the AAA.
                  Judgment on the award  rendered by the Panel may be entered in
                  any court having jurisdiction thereof.

                           (iii) To the  extent  a court  action  is  authorized
                  above,  the parties hereby consent to the  jurisdiction of the
                  United States District Court of Delaware.  Each of the parties
                  waives  personal  service to any and all process upon them and
                  each  consents  that all such  service  of  process be made by
                  certified  mail  directed  to them at their  address  shown in
                  Section  12(e)  hereof.  THE  PARTIES  WAIVE TRIAL BY JURY AND
                  WAIVE  ANY  OBJECTION  TO  VENUE  OF  ANY  ACTION   INSTITUTED
                  HEREUNDER.

                  (l) Each party hereto agrees to cooperate  reasonably with the
         other parties,  and to execute and deliver,  or use its reasonable best
         efforts to cause to be executed  and  delivered,  all  instruments  and
         documents  and to  take  all  such  other  actions  as such  party  may
         reasonably  be requested to take by any other party hereto from time to
         time,  consistent  with  the  terms  of this  Agreement,  in  order  to
         effectuate the provisions and purposes of this Agreement.
<PAGE>



         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the  duly  authorized  officers  of the  parties  hereto  on the  date  first
hereinabove written.

                            DAKA INTERNATIONAL, INC.



                                                     By:
                                                     Title:


                         UNIQUE CASUAL RESTAURANTS, INC.



                                                     By:
                                                     Title:


                                                     DAKA, INC.



                                                     By:
                                                     Title:


                           CHAMPPS ENTERTAINMENT, INC.



                                                     By
                                                     Title:


                                                     FUDDRUCKERS, INC.



                                                     By:
                                                     Title:

<PAGE>


                                                     COMPASS GROUP PLC



                                                     By:
                                                     Title:


                             COMPASS HOLDINGS, INC.



                                                     By:
                                                     Title: