Exhibit 10.24


                STOCK REDEMPTION AND DEBT RESTRUCTURING AGREEMENT


          STOCK REDEMPTION AND DEBT RESTRUCTURING  AGREEMENT made as of the 24th
day of May, 1999, by and among Champps Entertainment,  Inc., f/k/a Unique Casual
Restaurants,  Inc.  ("Champps"),   Theodore  M.  Mountzuris  ("Mountzuris")  and
Restaurant Consulting Services, Inc. (the "Company").

                                    RECITALS

         WHEREAS,  Champps and  Mountzuris  each own 500 shares of Common Stock,
par value $1.00 per share, of the Company  ("Common  Stock"),  that being all of
the issued and outstanding shares of the Company;

         WHEREAS, on July 1, 1997,  Champps,  Mountzuris and the Company entered
into a Shareholders Agreement pursuant to which Champps and Mountzuris agreed to
their rights and obligations as  shareholders of the Company (the  "Shareholders
Agreement");

         WHEREAS,  on July 1,  1997,  Champps  and the  Company  entered  into a
Purchase Agreement pursuant to which Champps sold to the Company and the Company
purchased from Champps  certain assets used in the Company's  professional  data
processing and consulting business (the "Asset Purchase");

         WHEREAS,  in connection  with the Asset  Purchase,  the Company entered
into a sublease with Champps dated as of July 8, 1997 (the "Sublease")  pursuant
to which the Company  sublet from Champps a portion of the  premises  located at
One  Corporate  Place,  55 Ferncroft  Road,  Danvers,  Massachusetts  01923 (the
"Premises")  leased by Champps from Thomas J. Flatley d/b/a The Flatley  Company
(the "Landlord");

         WHEREAS, in connection with the Asset Purchase, Champps and the Company
entered into a professional  services contract dated as of July 1, 1997 pursuant
to which  the  Company  promised  to  provide  Champps  with  professional  data
processing and consulting services (the "Old Service Agreement");

         WHEREAS,  in connection with the financing of the Asset Purchase by the
Company,  the  Company  executed  a  Promissory  Note  dated July 1, 1997 in the
principal amount of $2,300,000 payable to Champps (the "Old Promissory Note");

         WHEREAS,  in connection with the delivery of the Old Promissory Note by
the Company to Champps,  the Company  granted to Champps a security  interest in
all of the equipment of the Company including, without limitation, the equipment
acquired by the Company  pursuant to the Asset Purchase,  pursuant to a Security
Agreement  effective as of July 1, 1997, made in favor of Champps by the Company
(the "Old Security Agreement");


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         WHEREAS, in connection with the Asset Purchase,  the Company applied to
Champps  for a line of credit in the  maximum  principal  amount at any one time
outstanding of $300,000,  and Champps accepted such application from the Company
and  entered  into a Master  Loan  Agreement,  dated as of July 1, 1997 with the
Company (the "Master Loan Agreement");

         WHEREAS,  pursuant to the Master Loan Agreement, the Company executed a
Master Demand Note dated July 1, 1997 in the maximum amount of $300,000  payable
to Champps on demand (the "Master Demand Note");

         WHEREAS, in connection with the Asset Purchase  Agreement,  Champps and
the  Company  entered  into a  management  agreement,  dated as of July 1, 1997,
pursuant to which Champps  provides  bookkeeping,  payroll,  tax and  accounting
functions for the Company (the "Management Agreement");

         WHEREAS, subject to the terms and conditions hereof, Champps desires to
sell and the Company desires to purchase from Champps 500 shares of Common Stock
owned beneficially and of record by it (the "Stock Redemption");

         WHEREAS,  Champps desires to restructure the indebtedness owed to it by
the Company under the Old  Promissory  Note,  the Master Loan  Agreement and the
Master  Demand  Note  pursuant  to the terms and  conditions  of this  Agreement
(collectively, the "Debt Restructuring");

         WHEREAS,   Mountzuris   will  derive   substantial   benefit  from  the
consummation of the Stock  Redemption and Debt  Restructuring  pursuant to which
Mountzuris will become the sole stockholder of the Company;

         WHEREAS,  pursuant  to the  terms  and  conditions  of this  Agreement,
Champps,  Mountzuris and the Company desire to terminate certain agreements that
prior to this Agreement governed their relationship with each other; and

         WHEREAS,  the  parties  to this  Agreement  desire to enter in to a new
Service  Agreement as of the date hereof  pursuant to which  Mountzuris  and the
Company will  provide  professional  data  processing  services  and  consulting
services to Champps;

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged,  and intending to be legally bound,
the parties agree as follows:



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ARTICLE I. STOCK REDEMPTION AND DEBT RESTRUCTURING

         1.01 Stock Redemption. In reliance on the representations,  warranties,
covenants and agreements set forth in this  Agreement,  and subject to the terms
and conditions of this Agreement,  at the Closing,  Champps shall sell,  assign,
transfer  and  deliver  to the  Company,  free and clear of any and all  claims,
restrictions,  liens, encumbrances,  mortgages, pledges or security interests of
any kind  (collectively,  "Liens"),  500 shares of Common Stock owned by Champps
(collectively, the "Seller's Stock").

         1.02  Debt   Restructuring.   In  reliance   on  the   representations,
warranties, covenants and agreements set forth in this Agreement, and subject to
the terms and conditions of this Agreement, at the Closing, Champps shall:

                  (a) cancel all amounts due to Champps by the Company  pursuant
to the Old Promissory Note, including all outstanding principal in the amount of
$2,300,000  and accrued and unpaid  interest  thereon in the amount of $200,000;
and

                  (b) cancel all amounts due to Champps by the Company  pursuant
to the  Master  Loan  Agreement  and  the  Master  Demand  Note,  including  all
outstanding principal and any accrued and unpaid interest thereon.

         The actions referred to in clauses (a) and (b) above are referred to in
this  Agreement as the "Debt  Restructuring."  Any amounts due to Champps by the
Company as described in Sections 1.02(a) and 1.02(b) hereof not satisfied by the
consideration paid under Section 1.04 below shall be deemed to be a contribution
by Champps to the capital of the Company.

         1.03  Consideration  by the Company for the Sale of Seller's  Stock. In
consideration  of the sale of  Seller's  Stock to the Company by Champps and the
Debt Restructuring by Champps, the Company shall:

                  (a)  make a cash payment to Champps in the amount of $750,000.

         1.04  Consideration  by the  Company  and  Mountzuris  for the  Sale of
Seller's  Stock  and the Debt  Restructuring.  In  consideration  of the sale of
Seller's Stock to the Company, pursuant to which Mountzuris will become the sole
shareholder of the Company,  and the Debt Restructuring by Champps,  the receipt
and sufficiency of which is hereby  acknowledged  by Mountzuris,  Mountzuris and
the Company, jointly and severally, shall:

                  (a) convey  certain  computer  hardware and software and other
assets (the "Assets") to Champps as  specifically  identified by Champps and the
Company on  Schedule  1.04(a)  hereto  based on  Champps'  internal  information
systems and data processing needs, such Assets valued at $141,548.53;


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                  (b)  complete  all work in  progress  to be  performed  by the
Company and Mountzuris for Champps as specifically set forth in Schedule 1.04(b)
hereto  (the "Work in  Progress"),  the  monetary  value of such  services to be
provided by the Company and  Mountzuris  as is necessary to complete all Work in
Progress being equal to $313,430;

                  (c) complete all  professional  data processing and consulting
services  (the  "Consulting  Services")  to be  provided by  Mountzuris  and the
Company  to  Champps  over a term of three  (3)  years,  pursuant  to a  Service
Agreement by and among Champps,  Mountzuris and the Company in substantially the
form of Exhibit  1.04(c)  hereto (the "New Service  Agreement"),  the portion of
such Consulting  Services  provided as consideration  pursuant to this Agreement
valued at $250,000  per year or $750,000  for the entire  three (3) year term of
the New Service Agreement;

                  (d) cancel the aggregate  balance in the amount of $262,682.26
on current outstanding  invoices as specifically  identified on Schedule 1.04(d)
hereto owed to the Company by Champps and its wholly  owned  subsidiary  Champps
Operating Corporation, Inc.; and

                  (e)  release  Champps  from its  contingent  obligation  under
Section  2.3  (Employment  of  Mountzuris)  and  Section  2.7  (Rights to Compel
Redemption or Dissolution) of the Shareholders  Agreement to fund the balance of
the three-year term of Mountzuris' employment contract at a cost of $280,000.

         1.05 Termination of Agreements.  In reliance on and in consideration of
the  representations,  warranties,  covenants and  agreements  set forth in this
Agreement,  and subject to the terms and  conditions of this  Agreement,  at the
Closing:

                  (a) Termination of Shareholders Agreement. Champps, Mountzuris
and the Company hereby agree that the Shareholders  Agreement shall terminate as
of the Closing Date.

                  (b)  Termination  of  Management  Agreement.  Champps  and the
Company hereby agree that the  Management  Agreement  shall  terminate as of the
Closing Date.

                  (c)  Termination  of Old  Service  Agreement.  Champps and the
Company  hereby  agree that the  Service  Agreement  shall  terminate  as of the
Closing Date.

                  (d)  Termination of Employment,  Consulting and other Personal
Services  Contracts.  Champps,  Mountzuris and the Company hereby agree that any
and all employment and consulting  agreements,  employee or similar  benefit and
related arrangements,  including, without limitation, any obligations by Champps
to  offer  future  employment  between  Champps  or any of its  subsidiaries  or
affiliates and Mountzuris or any other employee of the Company,  shall terminate
as of the Closing Date.


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                  (e)  Termination  of Old Security  Agreement.  Champps and the
Company hereby agree that the Old Security  Agreement  shall terminate as of the
Closing Date.

                  (f)  Termination  of Master  Loan  Agreement.  Champps and the
Company  hereby agree that the Master Loan Agreement  shall  terminate as of the
Closing Date.

1.06 Assignment and Releases.

                  (a) General Release of Contract Rights or Claims by Mountzuris
and the  Company.  Pursuant to releases  in  substantially  the form of Exhibits
1.06(a) and 1.06(b)  hereto,  to be executed by Mountzuris and the Company on or
before the  Closing  Date,  Mountzuris  and the  Company  shall agree to forever
release and forever discharge Champps and its  shareholders,  partners,  agents,
directors, officers, parents, subsidiaries, affiliates, predecessors, successors
and  assigns  from any and all  claims,  liabilities,  obligations,  agreements,
damages,  costs,  losses and expenses and disputes of whatsoever kind and nature
(including, without limitation, any claims for attorneys' fees) whether known or
unknown which Mountzuris or the Company ever had, now has or which it can, shall
or may  have  arising  from or  relating  to or in  connection  with any and all
consulting and employment  agreements,  employee or similar  benefit and related
arrangements  by and  between  Champps  and  Mountzuris,  or any  and all of the
agreements terminated in accordance with the provisions of Section 1.05 above.

                  (b) Release of King Cannon, Inc. Payment Obligations. Pursuant
to releases in substantially the form of Exhibits 1.06(a) and 1.06(b) hereto, to
be  executed  by the  Company  and  Mountzuris  on or before the  Closing  Date,
Mountzuris and the Company shall agree to forever release and forever  discharge
Champps and its shareholders,  partners, agents, directors,  officers,  parents,
subsidiaries,  affiliates, predecessors, successors and assigns from any and all
claims,  liabilities,   obligations,  agreements,  damages,  costs,  losses  and
expenses  and  disputes  of  whatsoever  kind  and  nature  (including,  without
limitation,  any claims for attorneys'  fees) whether known or unknown which the
Company or  Mountzuris  ever had,  now has or which they can,  shall or may have
arising from or relating to any  obligation  of Champps to make  payments to the
Company or Mountzuris for professional data processing,  consulting  services or
any other services performed by the Company or Mountzuris in connection with the
Old Service Agreement for King Cannon, Inc.

                  (c) Assignment of King Cannon, Inc.  Receivables.  Pursuant to
an  assignment  in  substantially  the form of  Exhibit  1.06(c)  hereto,  to be
executed  by Champps on or before  the  Closing  Date,  Champps  shall  agree to
transfer  and  assign  to the  Company,  free and  clear  of any and all  Liens,
encumbrances,  claims,  restrictions  and  security  interests,  all of Champps'
right,  title and  interest  in and to the  proceeds of any  receivables  due to
Champps (the "King Cannon  Receivables")  for  professional  data processing and
consulting  services  performed  by the Company for King  Cannon,  Inc.  for the
period beginning on May 24, 1999 and ending as of June 30, 1999,  following such
time, such professional data processing and consulting  services will be or will
have been directly  contracted for by King Cannon, Inc. with the Company. In the
event  that  Champps  receives  payment  of the  entire  amount  of King  Cannon
Receivables  from  King  Cannon,  Inc.  prior to the  Closing  Date,  in lieu of
executing  the  above-referenced  Assignment of King Cannon,  Inc.  Receivables,
Champps  shall make  payment of such King  Cannon  Receivables  directly  to the
Company.
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<PAGE>

ARTICLE II. CLOSING AND POST-CLOSING ITEMS

         2.01 Closing. The Closing shall take place on August __, 1999, at 10:00
A.M.,  local  time,  at the offices of Goodwin,  Procter & Hoar,  LLP,  Exchange
Place, Boston,  Massachusetts 02109 or on such other date and at such other time
and place as the parties hereto may mutually agree upon (the "Closing Date").

         2.02 Delivery by Champps. At the Closing Date, Champps shall deliver to
the Company:

                  (a)  certificates  representing  the Seller's  Stock,  each of
which is duly endorsed in blank by the  registered  owner thereof or with signed
stock powers attached, in either case with signatures guaranteed;

                  (b) an Assignment in substantially the form of Exhibit 1.06(c)
executed by Champps in favor of the Company or direct  payment to the Company of
King Cannon Receivables pursuant to Section 1.06(c) hereof;

                  (c) UCC-3  Termination  Statements duly executed and delivered
by Champps  sufficient  in the opinion of the  Company's  counsel to release and
terminate all financing statements filed in favor of Champps pursuant to the Old
Security Agreement; and

                  (d) the original  copy of the Old  Promissory  Note and of the
Master Demand Note, in each case endorsed "Paid in Full."

         2.03 Deliveries by the Company.  At the Closing Date, the Company shall
deliver to Champps:

                  (a) by  wire  transfer,  cashier's  or  certified  checks  the
aggregate amount of Seven hundred Fifty thousand Dollars  ($750,000),  provided,
however,  that in the event the Closing Date occurs prior to September 30, 1999,
the Company shall deliver a bridge  promissory  note in the principal  amount of
$750,000 to Champps in substantially the form of Exhibit 2.03(a) hereto;

                  (b) the New Service  Agreement  duly executed and delivered by
the Company;

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                  (c) a bill of sale in the form of Exhibit 2.03(c) hereto, duly
executed and delivered by the Company (the "Bill of Sale") and other instruments
of  transfer  and  assignment  in  accordance   with  the   provisions   hereof,
transferring to Champps all of the Company's right, title and interest in and to
the Assets, free and clear of all Liens together with:

                           (i) copies of UCC financing  statements  (Form UCC-1)
                  (or similar  instruments)  as may be acceptable to Champps and
                  suitable for filing,  naming the Company as the  consignee and
                  Champps  as  the  owner,  or  other  similar   instruments  or
                  documents   suitable   for   filing   under  the  UCC  of  all
                  jurisdictions  as may be  necessary  or,  in  the  opinion  of
                  Champps,  desirable to record notice of Champps'  ownership of
                  the Assets;

                  (d) a guaranty  in the form of Exhibit  2.03(d)  hereto,  duly
executed and delivered by the Company (the "Company Guaranty");

                  (e) a release  substantially  in the form of  Exhibit  1.06(b)
hereto, duly executed and delivered by the Company; and

                  (f)  an   Acknowledgment   and   Consent  to   Assignment   in
substantially  the form of Exhibit 2.03(f) hereto executed by King Cannon,  Inc.
acknowledging  and  consenting  to the  release  of King  Cannon,  Inc.  payment
obligations.

         2.04 Deliveries by Mountzuris.  At the Closing  Date,  Mountzuris shall
deliver to Champps:

                  (a) the New Service  Agreement  duly executed and delivered by
Mountzuris;

                  (b) a pledge  and  security  agreement  in the form of Exhibit
2.04(b)  hereto,  duly executed and delivered by  Mountzuris  (the  "Mountzuris'
Pledge and Security Agreement") together with:

                           (i) the  certificates  evidencing  250  shares of the
                  Company's  Common Stock,  which represents fifty percent (50%)
                  of the Company's issued and outstanding shares of Common Stock
                  immediately  after the  redemption  of Champps'  500 shares as
                  provided in this Agreement,  which  certificates shall in each
                  case be  accompanied  by  undated  stock  powers  or powers of
                  transfer duly executed in blank and such other instruments and
                  documents as Champps shall deem  necessary or desirable  under
                  applicable law to perfect the first priority security interest
                  of Champps in such shares of Common Stock;

                           (ii) copies of UCC financing  statements (Form UCC-1)
                  (or similar  instruments)  as may be acceptable to Champps and
                  suitable  for  filing,  naming  Mountzuris  as the  debtor and
                  Champps as the secured party, or other similar  instruments or
                  documents   suitable   for   filing   under  the  UCC  of  all
                  jurisdictions  as may be  necessary  or,  in  the  opinion  of
                  Champps,  desirable  to perfect  the first  priority  security
                  interest  of Champps in the  interests  of  Mountzuris  in the
                  collateral  pledged  pursuant  to the  Mountzuris'  Pledge and
                  Security Agreement; and

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<PAGE>
                           (iii)  executed  copies  of  proper  UCC  termination
                  statements  (Form  UCC-3),  if any,  necessary  to release all
                  liens  and  other  rights  of any  person  in  any  collateral
                  described in the  Mountzuris'  Pledge and  Security  Agreement
                  together  with such  other UCC  termination  statements  (Form
                  UCC-3) as Champps  may  reasonably  request  from  Mountzuris.
                  Champps and its counsel shall be satisfied  that (A) the Liens
                  granted  to  Champps  in  the  collateral   described  in  the
                  documents   described  above  are  first  priority  (or  local
                  equivalent  thereof) security interests and (B) no Liens exist
                  on any of the collateral  described above other than the Liens
                  created  in  favor of  Champps  pursuant  to the  transactions
                  contemplated by this Agreement;

                  (c) a guaranty in  substantially  the form of Exhibit  2.04(c)
hereto,  duly executed and delivered by Mountzuris  (the  "Mountzuris'  Personal
Guarantee of the Promissory Note and the Cash Equivalent");

                  (d) a guaranty in  substantially  the form of Exhibit  2.04(d)
hereto,  duly executed and delivered by Mountzuris  (the  "Mountzuris'  Personal
Guarantee of the New Service Agreement"); and

                  (e)  releases  in  substantially  the form of Exhibit  1.06(a)
hereto duly executed and delivered by Mountzuris.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF CHAMPPS

         3.01 Representations and Warranties of Champps.  Champps represents and
warrants to the Company and Mountzuris as follows:

                  (a) Organization, Standing and Power. Champps is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware.

                  (b)  Authorization  and  Validity.  Champps has all  requisite
capacity,  power and authority to sell or otherwise  transfer the Seller's Stock
and to enter into and to perform its  obligations  under this  Agreement and the
other documents  referred to herein to which Champps is a party and to carry out
the transactions  contemplated hereby and thereby.  The execution,  delivery and
performance of this Agreement by Champps,  and the execution and delivery of all
other documents  incident to the transactions  contemplated  hereunder have been
duly  authorized  by all  necessary  corporate  action  and will not  violate or
constitute a default under any provision of law or any rule, regulation,  order,
write,  judgment,  injunction,  decree,  determination  or award  applicable  to
Champps.  This Agreement  constitutes  and the other  documents and  instruments
issued or to be issued hereunder,  when executed and delivered  pursuant hereto,
constitute  or  will  constitute  the  authorized,  valid  and  legally  binding
obligations  of Champps  enforceable  against  Champps in accordance  with their
respective terms.

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                  (c)  Ownership  of Stock.  Champps'  ownership of the Seller's
Stock described herein consists of good,  valid and indefeasible  beneficial and
record title,  free and clear of all security  interests,  liens,  encumbrances,
options, calls, pledges, trusts, voting trusts and other stockholder agreements,
covenants,  restrictions,   reservations  and  other  burdens,  except  as  will
terminate  upon the Closing Date.  The  certificates  representing  the Seller's
Stock to be delivered to the Company at the Closing Date are, and the signatures
on  endorsements  thereof or stock  powers  relating  thereto will be, valid and
genuine,  and such stock  certificates,  endorsements  and other  documents will
transfer to and vest in the Company good,  valid and  indefeasible  title to the
Seller's  Stock.  There are no  outstanding  subscriptions,  options,  warrants,
proxies, calls, puts, understandings, arrangements, restrictions, commitments or
rights of any nature to acquire from Champps shares of Common Stock.  Champps is
not the beneficial  owner of any interest in the Company other than the interest
therein represented by the Seller's Stock.

                  (d) Litigation. There is (i) no suit, action or claim, (ii) no
investigation or inquiry by any administration  agency or governmental body, and
(iii) no legal, administrative or arbitration proceeding pending or, to the best
of the  knowledge of Champps,  threatened  with respect to or affecting  Champps
ownership of the Seller's  Stock,  and there is no basis or grounds for any such
suit,  action,  claim,  investigation,   inquiry  or  proceeding.  There  is  no
outstanding  order,  writ,  injunction  or decree of any  court,  administrative
agency or governmental body or arbitration tribunal affecting or relating to any
of the Seller's Stock.

                  (e) No Violation of Law.  The  execution  and delivery of this
Agreement  by Champps  and the  consummation  of the  transactions  contemplated
hereby will not violate any law, or any rule or regulation of any administrative
agency or  governmental  body, or any order,  writ,  injunction or decree of any
court, administrative agency or governmental body.

                  (f) Completeness;  No Misrepresentations.  The representations
and  warranties  made by Champps in this  Agreement  or in any  Exhibit or other
document furnished by Champps hereunder do not contain any untrue statement of a
material fact, or omit to state a material fact necessary to make the statements
or facts contained herein or therein not misleading.

     3.02 Interpretation of Representations  and Warranties of Champps.  Champps
hereby  confirms  and  agrees  that any  reference  in  Section  3.01 to courts,
jurisdictions,  governmental  or  quasi-governmental  authorities,  agencies  or
bodies,  or private or public regulatory  authorities,  agencies or bodies shall
mean as applicable  the United States and the  appropriate  counterparts  in any
foreign country or political  subdivision thereof, and compliance with any laws,
rules,  regulations,  orders, writs, judgments,  injunctions,  decrees or awards
shall include compliance with any applicable laws, rules,  regulations,  orders,
writs,  judgments,  injunctions,  decrees or awards of the United States and any
appropriate foreign country or political subdivision thereof.

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<PAGE>

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF MOUNTZURIS AND THE COMPANY

     4.01  Representations  and  Warranties of the Company.  Mountzuris  and the
Company represent and warrant to Champps as follows:

                  (a)  Organization,  Standing  and  Power.  The  Company  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.  The Company has all requisite  power and authority to
conduct its business as it is now  conducted  and to own,  lease and operate its
properties and the Assets.

                  (b) Authorization and Validity. The Company has full corporate
power and  authority  to enter into and to perform  its  obligations  under this
Agreement and to carry out the transactions  contemplated hereby. The execution,
delivery and  performance  of this  Agreement  and the  agreements  contemplated
hereby by the  Company  have been duly  authorized  by all  necessary  corporate
action, and this Agreement and the agreements contemplated hereby constitute the
authorized, valid and legally binding obligations of the Company. Mountzuris has
full  power and  authority  to enter  into this  Agreement  and to carry out the
transactions contemplated hereby. This Agreement and the agreements contemplated
hereby have been duly  authorized,  executed  and  delivered  by or on behalf of
Mountzuris  and  constitute  valid and binding  agreements of Mountzuris and are
enforceable against Mountzuris in accordance with the terms thereof.

                  (c) Equipment.  The Assets (i) are in good operating condition
(ordinary wear and tear excepted),  (ii) have been and shall through the Closing
Date be maintained in a manner consistent with the past maintenance practices of
the Company.

                  (d) Title.  The Company owns all of the Assets and the Company
has and is conveying to Champps good and  marketable  title to all of the Assets
owned  by the  Company  and  none of the  Assets  of the  Company,  tangible  or
intangible,  is subject  to any Liens,  except for any Liens in favor of Champps
which will be terminated upon the sale of the Assets to Champps pursuant to this
Agreement.  Upon the sale,  assignment,  transfer  and delivery of the Assets to
Champps  hereunder,  there will be vested in Champps good and  marketable  title
thereto,  free and clear of all Liens. No financing  statement under the Uniform
Commercial  Code  with  respect  to any of the  Assets  has  been  filed  in any
jurisdiction, and the Company has not signed any such financing statement or any
security  agreement  authorizing  any secured party  thereunder to file any such
financing statement.  The Assets include all material assets and properties used
or held for use by the Company to conduct the  Consulting  Services as presently
conducted by the Company and Mountzuris for Champps.

                                       10

<PAGE>
                  (e) Location of Assets. The tangible Assets are located at the
Company's leased facility at 55 Ferncroft Road, Danvers, Massachusetts.

                  (f) No Violation of Law.  The  execution  and delivery of this
Agreement by the Company and the consummation of the  transactions  contemplated
hereby will not (i) conflict  with,  or result in the breach of any of the terms
or conditions of, or constitute a default under,  or result in the  acceleration
of any obligation  under, or require any consent,  approval or notice under, the
charter  documents  or the by-laws or any  resolution  of the  Company,  or (ii)
violate  any law,  or any rule or  regulation  of any  administrative  agency or
governmental  body,  or any  order,  writ,  injunction  or decree of any  court,
administrative  agency  or  governmental  body.  The  execution,   delivery  and
performance of this Agreement and the  agreements  contemplated  hereby will not
violate any provision of any agreement,  instrument,  order, award,  judgment or
decree  to which  Mountzuris  is a party or by  which he or his  properties  are
bound.

                  (g) Completeness;  No Misrepresentations.  The representations
and warranties  made by the Company in this Agreement or in any Exhibit or other
document  furnished by the Company hereunder do not contain any untrue statement
of a material  fact,  or omit to state a  material  fact  necessary  to make the
statements or facts contained herein or therein not misleading.

                  (h) No Litigation;  Compliance. The Company is not involved in
nor,  to the best  knowledge  of the  Company  and  Mountzuris,  is the  Company
threatened to be involved in any litigation arbitration,  claim, governmental or
legal or other  proceedings in connection with the Assets. To the best knowledge
of the Company and  Mountzuris,  the Company is in compliance  with all laws and
governmental  (federal,  state and local) rules and regulations applicable to it
with  respect to the Assets.  The Company has not been  charged nor, to the best
knowledge of the Company and Mountzuris, is the Company threatened to be charged
with any  violation  of any  provision  of any  federal,  state or local  law or
administrative  rule or  regulation  relating to the Assets.  The Company is not
subject  to or bound by any  agreement,  judgment,  decree  or order  which  may
materially and adversely affect any of the Assets.

     4.02 Interpretation of Representations  and Warranties of the Company.  The
Company hereby confirms and agrees that any reference in Section 4.01 to courts,
jurisdictions,  governmental  or  quasi-governmental  authorities,  agencies  or
bodies,  or private or public regulatory  authorities,  agencies or bodies shall
mean as applicable  the United States and the  appropriate  counterparts  in any
foreign country or political  subdivision thereof, and compliance with any laws,
rules,  regulations,  orders, writs, judgments,  injunctions,  decrees or awards
shall include compliance with any applicable laws, rules,  regulations,  orders,
writs,  judgments,  injunctions,  decrees or awards of the United States and any
appropriate foreign country or political subdivision thereof.

                                       11

<PAGE>
     4.03    Survival   of    Representations,    Warranties,    Covenants   and
Indemnification.  All covenants, agreements,  indemnifications,  representations
and  warranties of the Company under this  Agreement  shall be deemed made as of
the  time  and  as of the  Closing  Date  and  shall  survive  until  the  third
anniversary of the Closing Date regardless of any investigation at any time made
by or on behalf of Champps or of any  information  Champps may have with respect
thereto.


ARTICLE V. POST CLOSING OBLIGATIONS AND COVENANTS OF MOUNTZURIS AND THE COMPANY

         5.01 Acceleration of Prepaid Expenses Under New Service Agreement.  The
Company and Mountzuris hereby agree that Champps has the option,  exercisable at
any time, to apply all or a portion of the $250,000  prepaid  expense of Champps
allocated  to the third  year of the New  Service  Agreement  (the  "Third  Year
Service  Expense")  against any amounts  due to the  Company and  Mountzuris  in
excess of  $250,000  per year of  prepaid  expenses  for  services  provided  by
Mountzuris  and the  Company to Champps  during the initial two (2) years of the
New Service  Agreement (the "First and Second Year Service Expense" and together
with  the  Third  Year  Service  Expense,   the  "Prepaid  Service   Expenses").
Notwithstanding  the  foregoing,  the Third Year  Service  Expense  shall not be
applied  against  that  portion of the First and  Second  Year  Service  Expense
constituting   other   non-related   third  party  expenses  (the  "Third  Party
Expenses"). Third Party Expenses shall include, all remote LAN dial charges, WAN
charges,  Internet usage charges,  expenses  associated with incremental  Oracle
licenses  other than  those  licenses  listed on  Schedule  5.01  hereto and any
expenses  associated with incremental e-mail accounts other than those set forth
on Schedule 5.01 hereto.

         5.02  Conversion  of New  Service  Agreement  to Cash  Equivalent.  The
Company and  Mountzuris  hereby  agree that in the event that  Mountzuris  is no
longer  actively  engaged as an  employee of the  Company or its  successors  or
affiliated entity in providing the Consulting  Services  contemplated by the New
Service  Agreement  for the  entire  three  (3)  year  term  of the New  Service
Agreement  (the event  described  above is referred to herein as a  "Termination
Event"),  then,  until such time as the Company  and  Mountzuris  have  provided
Consulting  Services to Champps  valued in the  aggregate  amount of the Prepaid
Service Expenses,  at Champps' option, the Company shall pay to Champps the cash
equivalent  of the  remaining  service  obligations  outstanding  under  the New
Service  Agreement (the "Cash  Equivalent").  The Company and Mountzuris  hereby
agree that the Cash Equivalent shall be equal to the difference  between (i) the
product of (A) the  number of days  remaining  from the date of the  Termination
Event until the last day of the initial term of the New Service  Agreement which
shall be May 24, 2002 and (B) $684.93 and (ii) the total aggregate amount of any


                                       12

<PAGE>



Third Year Service  Expense  applied  against any amounts due to the Company and
Mountzuris  in excess of the First and Second Year Service  Expense  pursuant to
Section 5.01 hereof prior to the date of the Termination  Event. The Company and
Mountzuris  hereby agree that the entire amount of the Cash Equivalent  shall be
paid to Champps  within thirty (30) days of the date of a  Termination  Event by
wire transfer of immediately available funds,  cashier's or certified checks. In
the event  that  Champps  does not elect to  receive  the Cash  Equivalent,  the
Company or its  successors  and assigns  shall be required to satisfy all of the
obligations  of the Company  and  Mountzuris  under the New  Service  Agreement.
Notwithstanding  anything  contained  herein to the contrary,  the parties agree
that any  successor or assignee of Champps  shall not be entitled to convert the
New Service Agreement to the Cash Equivalent except upon a Termination Event.

         5.03 Tax Returns.  The Company and  Mountzuris  agree to cooperate with
Champps to timely file any  federal,  state or local tax returns  required to be
filed by  Champps  relating  to the  period  ending as of the  Closing  Date and
further agree to cooperate with Champps in connection with any federal, state or
local tax or escheat audits of Champps.

         5.04 Litigation and Regulatory Cooperation.  The Company and Mountzuris
shall  cooperate  with  Champps 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 Champps which relate to events or occurrences  that  transpired  while
the Company and/or  Mountzuris was engaged to perform services for Champps.  The
Company and  Mountzuris  also shall  cooperate  fully with Champps 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 the  Company  and/or  Mountzuris  was engaged to perform
services for Champps.


ARTICLE VI. COVENANTS AND AGREEMENTS OF CHAMPPS

         6.01 Further Assurances.  At any time or from time to time at and after
the  Closing  Date,  Champps  shall,  at the  request of the  Company and at the
Company's expense, execute and deliver or cause to be executed and delivered all
such assignments,  consents, documents and instruments, and, in addition take or
cause to be taken all such other  actions as the  Company  may  reasonably  deem
necessary  or  desirable  in order to more  fully  and  effectively  vest in the
Company or to confirm the  Company's  title to and  possession  of the  Seller's
Stock  and  the  ownership  interest  in the  Company  represented  thereby,  or
otherwise to carry out the intents and purposes of this Agreement.



                                       13

<PAGE>



ARTICLE VII. CONDUCT OF CHAMPPS PENDING THE CLOSING DATE

     7.01  Conduct of Champps  Pending the Closing  Date.  Champps  agrees that,
pending the Closing Date, it will not:

                  (a) Solicit any proposals from or initiate any negotiations or
discussions  with,  any third  party with  respect  to the sale of the  Seller's
Stock;

                  (b) Issue any  options,  warrants or other rights with respect
to the Seller's Stock, or any security  convertible,  actually or  contingently,
into the Seller's Stock; or

                  (c)  Voluntarily  take any action  that would cause any of its
representations and warranties to be untrue on the Closing Date.


ARTICLE VIII. CONDITIONS TO CLOSING DATE

         8.01 Conditions Precedent to Obligations of Mountzuris and the Company.
The  obligations  of  Mountzuris  and the Company to complete  the  transactions
contemplated by this Agreement are subject to the fulfillment prior to or at the
Closing Date of the following  conditions  (any of which may, at its option,  be
waived by Mountzuris or the Company):

                  (a) The  representations  and  warranties in Article III or in
any certificate or document  delivered by Champps  pursuant hereto shall be true
and correct when made and shall be true and correct on the Closing Date with the
same force and effect as if they had been made on and as of such date.

                  (b) All covenants, agreements and conditions contained in this
Agreement  to be performed by Champps on or prior to the Closing Date shall have
been performed or complied with in all material respects.

                  (c) No litigation challenging the legality of the transactions
provided for in this Agreement  shall have been threatened or instituted and not
settled or terminated by any  governmental  agency or any third parties  against
Champps, Mountzuris or the Company.

                  (d) Each  document  required to be  delivered  by Section 2.02
must have been delivered.

         8.02 Conditions Precedent to Obligations of Champps. The obligations of
Champps to complete the transactions  contemplated by this Agreement are subject
to the fulfillment prior to or at Closing Date of the following  conditions (any
of which may, at its option, be waived by Champps).


                                       14

<PAGE>



                  (a) The representations and warranties in Article IV or in any
certificate or document  delivered by Mountzuris or the Company  pursuant hereto
shall be true and correct when made and shall be true and correct on the Closing
Date with the same  force and  effect as if they had been made on and as of such
date.

                  (b) All covenants, agreements and conditions contained in this
Agreement  to be  performed  by  Mountzuris  or the  Company  on or prior to the
Closing  Date  shall  have  been  performed  or  complied  with in all  material
respects.

                  (c) No litigation challenging the legality of the transactions
provided for in this Agreement  shall have been threatened or instituted and not
settled or terminated by any  governmental  agency or any third parties  against
Champps, Mountzuris or the Company.

                  (d) Each  document  required to be delivered by Sections  2.03
and 2.04 must have been delivered.

                  (e) At Champps'  option,  (i) the Company  shall have  entered
into an agreement with the Landlord  satisfactory  to Champps  pursuant to which
the Company  shall agree to undertake a direct  obligation  to the Landlord with
respect to the Company's  lease of the  Premises;  (ii) Champps shall assign the
Sublease  to the  Company  relating  to the  Company's  lease  of the  Premises,
provided, however, that the Landlord provides its consent to such assignment; or
(iii) the Company and Champps shall continue their existing  relationship  under
the terms of the  Sublease;  provided,  however,  in each of (i),  (ii) or (iii)
above,  that the Company shall not be required to assume a higher rental payment
for the Premises then the rental payment on the current Sublease.


ARTICLE IX. CONFIDENTIALITY

         9.01 Disclosure of Confidential Information. The Receiving Party hereby
agrees that it shall keep Confidential Information confidential and that it will
not  disclose  any of the  Confidential  Information  in any manner  whatsoever;
provided,  however,  that the  Receiving  Party may make any  disclosure of such
information  to which the  Disclosing  Party  gives its prior  written  consent.
"Confidential   Information"   shall  mean  any  proprietary  and   confidential
information  relating to RCS or Champps, as the case may be, disclosed by either
party in connection with the performance of the parties'  obligations under this
Agreement and the  agreements  and  transactions  contemplated  hereby.  For the
purposes of this  Agreement,  RCS and Champps are  referred to as a  "Disclosing
Party" with respect to  information  it provides the other,  and RCS and Champps
are referred to as a "Receiving  Party" with respect to  information it receives
from the other. For purposes of this Article IX, "RCS" shall include the Company
and Mountzuris.


                                       15

<PAGE>



         In the event that the Receiving Party is requested or required (by oral
questions,  interrogatories,  requests  for  information  or  documents in legal
proceedings,  subpoena,  civil investigative demand or other similar process) to
disclose any of the Confidential Information,  the Receiving Party shall provide
the  Disclosing  Party  with  prompt  written  notice  of any  such  request  or
requirement  so that the Disclosing  Party may seek a protective  order or other
appropriate  remedy and/or waive  compliance with the provisions of this Article
IX. If, in the absence of a protective order or other remedy or the receipt of a
waiver by the  Disclosing  Party,  the Receiving  Party is  nonetheless,  in the
written  opinion  of  counsel,   legally  compelled  to  disclose   Confidential
Information  to any  tribunal or else stand  liable for contempt or suffer other
censure or  penalty,  the  Receiving  Party may,  without  liability  hereunder,
disclose to such  tribunal  only that  portion of the  Confidential  Information
which  such  counsel  advises  the  Receiving  Party is legally  required  to be
disclosed,  provided  that the  Receiving  Party  exercises  its best efforts to
preserve the confidentiality of the Confidential Information, including, without
limitation,  by cooperating  with the Disclosing  Party to obtain an appropriate
protective order or other reliable assurance that confidential treatment will be
accorded the Confidential Information by such tribunal.

         9.02 Return of  Confidential  Information.  Upon the  expiration of the
obligations of this Article IX pursuant to Section 9.05, or at any time upon the
request  of the  Disclosing  Party for any  reason,  the  Receiving  Party  will
promptly deliver to the Disclosing  Party all Confidential  Information (and all
copies  thereof)  furnished  to  the  Receiving  Party  by or on  behalf  of the
Disclosing  Party pursuant  hereto.  In the event of such a decision or request,
all other  Confidential  Information  prepared by the  Receiving  Party shall be
destroyed and no copy thereof shall be retained.  Notwithstanding  the return or
destruction of the Confidential  Information,  the Receiving Party will continue
to be  bound  by  its  obligations  of  confidentiality  and  other  obligations
hereunder.

         9.03 Excluded  Information.  The term "Confidential  Information" shall
not include  (i)  information  which is or becomes  generally  available  to the
public  other than as a result of a  disclosure  by the  Receiving  Party;  (ii)
information which was within the Receiving Party's possession prior to its being
furnished  to the  Receiving  Party  by or on  behalf  of the  Disclosing  Party
pursuant  hereto,  as evidenced by records  kept by the  Receiving  Party in the
ordinary course of business or other appropriate written documentation, provided
that the source of such  information  was not known by the Receiving Party to be
bound  by a  confidentiality  agreement  with or  other  contractual,  legal  or
fiduciary  obligation of  confidentiality  to the Disclosing  Party or any other
person with respect to such  information;  and (iii)  information  which becomes
available to the Receiving Party on a non-confidential basis from a source other
than the Disclosing Party or any of its officers,  employees, agents or advisors
(collectively, the "Disclosing Party Representatives") provided that such source
is not bound by a confidentiality agreement with or other contractual,  legal or
fiduciary  obligation of  confidentiality  to the Disclosing  Party or any other
party with respect to such information.


                                       16

<PAGE>



         9.04 Rights in Confidential  Information.  Notwithstanding  anything in
this Article IX to the contrary,  nothing  contained in this Agreement  shall be
construed  as  transferring  to the  Receiving  Party  any  rights,  trademarks,
copyrights,  patents,  technology  or  proprietary  information  relating to the
Confidential  Information (the "Intellectual Property Rights") and the Receiving
Party agrees that the  Intellectual  Property Rights are, and shall remain,  the
sole and exclusive  property of throughout the world and any and all uses of the
Confidential Information and the Intellectual Property Rights shall inure to the
benefit of the Disclosing Party.

         9.05 Term of Obligation.  The  obligations of  this  Article  IX  shall
survive for three (3) years after the Closing Date.

         9.06  Enforceability.  The parties each agree and acknowledge  that the
subject of this Article IX is unique and a party which is or would be damaged by
a  breach  or  potential  breach  of this  Article  IX could  not be  adequately
compensated  solely in monetary  damages.  Either party shall have the right, in
addition  to any other  remedies at law or equity,  to request the court  having
jurisdiction   to  issue  an  injunction  to  prevent  harm  or  avoid  damaging
communication  of sensitive  confidential or proprietary  information  disclosed
pursuant to this Article IX.


ARTICLE X. GENERAL

         10.01  Governing  Law.  This  Agreement  and  the  performance  of  the
transactions contemplated hereby shall be governed by and construed and enforced
in accordance with the laws of the Commonwealth of Massachusetts.

         10.02 Entire  Agreement.  This  Agreement  and the Exhibits  hereto set
forth the entire  agreement and  understanding  of the parties in respect of the
transactions   contemplated   hereby  and   supersede   all  prior   agreements,
arrangements  and  understandings  relating to the  subject  matter  hereof.  No
representation,  promise,  inducement or statement of intention has been made by
any party which is not embodied in this  Agreement or in the documents  referred
to  herein,  and  no  party  shall  be  bound  by  or  liable  for  any  alleged
representation, promise, inducement or statement of intention not so set forth.

         10.03 Modification. No amendment,  modification or attempt to supersede
or cancel any of the terms, covenants, representations, warranties or conditions
hereof shall be effective  unless such  amendment,  modification or direction to
supersede or cancel such term, covenant, representations,  warranty or condition
is in writing executed by all the parties hereto or, in the case of a waiver, by
or on behalf of the party waiving compliance. The failure of either party at any
time or times to require  performance of any provision hereof shall in no manner
affect the right at a later time to enforce the same.  No waiver by any party of
any  condition,  or of any  breach  of any  term,  covenant,  representation  or
warranty  contained in this Agreement,  in any one or more  instances,  shall be
deemed  to be,  or  construed  as, a further  or  continuing  waiver of any such
condition  or breach or a waiver of any other  condition or of any breach of any
other term, covenant, representation or warranty.

                              17

<PAGE>

         10.04  Counterparts.  This Agreement and any amendment or  modification
hereof  may be  executed  in two or more  counterparts,  each of which  shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument.

         10.05 Expenses. Each of the parties to this Agreement will bear its own
expenses in connection with the negotiation and consummation of the transactions
contemplated by this Agreement.

         10.06  Assignments,  Successors and No Third-Party  Rights. The parties
may not  assign  any of their  rights  under this  Agreement  without  the prior
written consent of the other parties.  Subject to the preceding  sentence,  this
Agreement  will  apply to, be  binding in all  respects  upon,  and inure to the
benefit  of  the  successors  and  permitted  assigns  of the  parties.  Nothing
expressed or referred to in this  Agreement will be construed to give any person
other than the parties to this Agreement any legal or equitable  right,  remedy,
or law  under  or  with  respect  to this  Agreement  or any  provision  of this
Agreement.  This  Agreement and all of its provisions and conditions are for the
sole and exclusive benefit of the parties to this Agreement and their successors
and assigns.  Notwithstanding anything herein to the contrary, the provisions of
Section  5.02 of this  Agreement  shall not apply to any  successor or assign of
Champps.

         10.07  Signatures by Facsimile.  Any facsimile  signatures of any party
hereto shall  constitute  a legal,  valid and binding  execution  hereof by such
party.

                  [Remainder of Page Intentionally Left Blank]

                                       18

<PAGE>




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

                                    CHAMPPS ENTERTAINMENT, INC. f/k/a
                                    UNIQUE CASUAL RESTAURANTS, INC.


                                     By:/s/Donna L. Depoian
                                        ----------------------------------------
                                     Name: Donna L. Depoian
                                     Title: Secretary and Vice President


                                     MOUNTZURIS:


                                     /s/Theodore M. Mountzuris
                                     ------------------------------------------
                                     Theodore M. Mountzuris



                                     RESTAURANT CONSULTING SERVICES, INC.


                                     By:/s/Theodore M. Mountzuris
                                        ----------------------------------------
                                     Name: Theodore M. Mountzuris
                                     Title: Chief Executive Officer