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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                                       18



         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



         I.1 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").



         I.2 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.



         I.3 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.



         I.4 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;







{PAGE}





                  (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

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