Sample Business Contracts

Development Agreement - Champps Entertainment Inc. and Dean P. Vlahos

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                                February 2, 1998


                                TABLE OF CONTENTS







7.       COVENANTS




11.      NOTICES






         THIS  AGREEMENT is made as of February 2, 1998, by and between  Champps
Entertainment,  Inc.,  ("Champps"),  a Minnesota  corporation  with its business
headquarters at One Corporate Place, 55 Ferncroft Road,  Danvers,  Massachusetts
01923,  and Dean P.  Vlahos  ("Developer"),  an  individual  with his  principal
address at 80 Gideons Point Road, Tonka Bay, Minnesota 55331.


         As a result  of the  expenditure  of time,  skill,  effort  and  money,
Champps has developed and owns a unique and distinctive system ("Champps System"
or the "System")  relating to the  development,  establishment  and operation of
sports  theme  restaurants  that provide the public with  high-quality  food and
beverages ("Champps Restaurants").

         The  distinguishing  characteristics  of the Champps  System  include a
distinctive  and  identifying  combination  of foods  and  beverages;  services;
exterior  and  interior  building  designs;  color  scheme and  decor;  signage;
furnishings  and materials;  special recipes and formulae;  menus;  preparation,
service  and  delivery  procedures  and  techniques;  operating  procedures  for
sanitation  and  maintenance,  and methods and techniques for inventory and cost
controls, record keeping and reporting, personnel management,  purchasing, sales
promotion and advertising.

         Champps  identifies  the  Champps  System  by means of  certain  names,
trademarks,  logos,  service marks,  insignias,  slogans,  emblems,  symbols and
designs  (collectively  "Proprietary Marks") which Champps has designated or may
in the future designate for use with the Champps System.

         Champps,  by reason of its maintenance of high standards of quality for
the food and beverages sold by Champps  Restaurants  operated by it or under its
supervision  and by reason  of its  maintenance  of high  standards  of  service
rendered by these  restaurants over a period of years, has created a substantial
goodwill and demand for  restaurants  operated  under the Champps System and the
foods served at those restaurants.

         Developer   acknowledges  that  the  Champps  System  provides  a  firm
foundation  for  a  franchise  operation  featuring  the  highest  standards  of
management, training, supervision, merchandising, service procedures and quality
food products.

         Developer desires, upon the terms and conditions in this Agreement,  to
obtain a  non-exclusive  license to  develop  Champps  Restaurants  ("Franchised
Restaurants")   in  the  limited   geographic   area  described  in  Appendix  A
("Development  Territory') under the supervision of, and in accordance with, the
standards and specifications adopted and promulgated by Champps.

         Champps is ready to grant a license to Developer to develop  Franchised
Restaurants in the Development Territory upon the terms and conditions set forth

         In  consideration  of the mutual  agreements set forth below and in the
Separation Agreement and other good and valuable consideration,  acknowledged by
each of the parties to be satisfactory and adequate, Champps and Developer agree
as follows:


         1.1 Champps  hereby  grants to  Developer  the  non-exclusive  right to
develop  Franchised   Restaurants  in  the  Development   Territory  during  the
Development Term, upon the terms and conditions contained in this Agreement. The
Development  Term  begins on the date this  Agreement  is signed by Champps  and
expires on the  earlier  of: (A) the date  Developer  opens the last  Franchised
Restaurant  it is permitted to develop  pursuant to this  Agreement;  or (B) the
date that the last  Franchised  Restaurant is required to be opened  pursuant to
the  attached  Appendix  B. There is no renewal  term for this  Agreement.  Each
Franchised  Restaurant  shall  be  located  in the  Development  Territory  at a
specific location approved by Champps.


         1.2 This Agreement is not a license or a franchise  agreement.  It does
not give Developer the right to operate  Champps  Restaurants or use the System,
nor does this  Agreement  give  Developer any right to license others to operate
Champps  Restaurants or use the System.  This Agreement only gives  Developer an
option to enter  into  Franchise  Agreements  for the  operation  of  Franchised
Restaurants at locations in the Development  Territory approved by Champps. Each
Franchised  Restaurant developed pursuant to this Agreement shall be established
and operated only in strict accordance with a separate Franchise Agreement.

         1.3 This Agreement does not give Developer any exclusive  rights to use
the  Champps  System  or the  Proprietary  Marks in the  Development  Territory.
Nothing  in this  Agreement  shall  prohibit  Champps  from:  (A)  operating  or
licensing  others  to  operate  Champps  Restaurants  at  any  location  in  the
Development  Territory other than the location of a Franchised  Restaurant;  (B)
operating or licensing  others to operate,  after this  Agreement  terminates or
expires, Champps Restaurants, any other restaurants or any other business at any
location,  including  the  location of a Franchised  Restaurant,  subject to the
terms of applicable  franchise  agreements;  (C)  merchandising and distributing
goods and services  identified by the Proprietary  Marks at any location through
any method or channel of distribution other than restaurants; and (D) selling or
distributing goods identified by the Proprietary Marks to restaurants other than
Champps  Restaurants.  Champps  reserves to itself all rights to use and license
the Champps System and the Proprietary  Marks other than those expressly granted
under this Agreement.


         During the Development Term,  Developer shall have the right to develop
in the Development  Territory the number of Franchised  Restaurants specified in
the attached Appendix B, subject to the terms set forth in such Appendix B.


         3.1  Developer  assumes all cost,  liability  and expense for locating,
obtaining and developing  sites for Franchised  Restaurants and constructing and
equipping  Franchised   Restaurants  at  approved  sites.   Developer  shall  be
responsible  for, all loss or damage  originating  in, or incurred in connection
with,  the  development or operation of each  Franchised  Restaurant and for all
claims or demands for  damages to  property  or for injury,  illness or death of
persons  directly or indirectly  resulting from the  development or operation of
each Franchised Restaurant.

         3.2 Champps will provide Developer, as Champps may deem advisable, site
selection  assistance as part of its evaluation of Developer's  request for site

         3.3 For each proposed site for a Franchised Restaurant, Developer shall
submit to Champps a complete real estate package (containing that information as
Champps may reasonably  require) for a proposed site which Developer  reasonably
believes to conform to site selection criteria Champps  establishes from time to
time for demographic  characteristics,  traffic patterns,  parking, character of
the  neighborhood,  competition from other businesses in the area, the proximity
to other businesses (including other Champps  Restaurants),  the nature of other
businesses  in  proximity  to the  site  and  other  commercial  characteristics
(including the purchase price,  rental obligations and other lease terms for the
proposed site) and the size, appearance,  other physical characteristics,  and a
site plan of the premises.  Developer  shall submit such real estate  package to
Champps  within  five (5) days of  Developer  entering  into a letter  of intent
(whether  binding or not) or purchase  and sale  agreement  with  respect to the
lease or  purchase  any site on which  Developer  proposes  to develop a Champps

         Developer  acknowledges  that,  in order to  preserve  and  enhance the
reputation  and  goodwill of all  Champps  Restaurants  and the  goodwill of the
Proprietary  Marks,  all  Champps  Restaurants  must be properly  developed  and
operated.  Accordingly,  Developer  agrees that  Champps may refuse to approve a
site  for  a  proposed  Franchised  Restaurant  unless  Developer   demonstrates
sufficient financial capabilities, in Champps' sole judgment, applying standards
consistent with the  then-existing  criteria  Champps uses to establish  Champps
Restaurants in other  comparable  market areas, to properly  develop and operate
the proposed Franchised Restaurant. To this end, Developer shall furnish Champps
with  such  financial  statements  and  other  information   regarding  and  the
development  and  operation of the proposed  Franchised  Restaurant,  including,
without  limitation,  investment and financing plans for the proposed Franchised
Restaurant, as Champps reasonably may require.


         3.4 Within 60 days after  Champps'  receipt of the real estate  package
discussed  above,  Champps  shall  advise  Developer  in writing  whether it has
approved a  particular  site.  If Champps  does not respond to a completed  real
estate package within 60 days,  Champps shall be deemed to have denied  approval
of the  site.  Champps'  approval  or  denial  of  approval  of a site  shall be
determined  by  Champps  in its  reasonable  discretion  and  shall  be based on
Champps' then-existing  requirements for franchisees.  (A site which Champps has
approved shall be referred to as an "Authorized Site.")

         Champps'  approval  of one or more sites is not a  representation  or a
promise by Champps  that a  Franchised  Restaurant  at an  Authorized  Site will
achieve a certain sales volume or a certain level of  profitability.  Similarly,
Champps' approval of one or more sites and its refusal to approve other sites is
not a  representation  or a promise that an  Authorized  Site will have a higher
sales volume or be more  profitable  than a site which  Champps did not approve.
Champps  assumes no  liability  or  responsibility  for:  (A)  evaluation  of an
Authorized Site's soil for hazardous substances; (B) inspection of any structure
on the Authorized  Site for asbestos or other toxic or hazardous  materials;  or
(C)  compliance  with  the  Americans  With  Disabilities  Act  ("ADA").  It  is
Developer's  sole   responsibility  to  obtain   satisfactory   evidence  and/or
assurances  that the Authorized  Site (and any structures  thereon) is free from
environmental contamination and in compliance with the requirements of the ADA.

         3.5 Developer may not commence  construction of a Franchised Restaurant
at an  Authorized  Site until  Developer  and Champps  have fully  executed  the
then-current form of Champps Restaurant  Franchise  Agreement for the Authorized
Site,  modified,  however, to provide that: (i) Developer shall pay no franchise
fee with  respect to such  Franchised  Restaurant,  (ii)  Developer  shall pay a
royalty with respect to such  restaurant  equal to 1.25% (subject to increase to
1.75% as  provided  in Section 8 of that  certain  Separation  Agreement  by and
between Unique Casual  Restaurants,  Inc., Champps and the Developer dated as of
the date  hereof in the event of a sale or change of control  of the  applicable
Franchised  Restaurant , (ii) Developer shall promptly reimburse Champps for all
costs and expenses incurred by Champps in connection with providing  pre-opening
support  to  Developer  with  respect to any  Champps  Restaurant  developed  by
Developer  pursuant to this  Agreement,  and (iii) subject to clause (ii) above,
Champps agrees to provide  pre-opening  support to Developer with respect to the
first  three  Champps  Restaurants  developed  by  Developer  pursuant  to  this
Agreement.  The following  conditions must be met before Champps will forward to
Developer the then-current Champps Restaurant Franchise Agreement for execution:

         3.5.1  Developer  must not be in default  under this  Agreement  or any
                other  agreement  between  Developer  and Champps  and,  for the
                previous 6 months,  Developer has not been in default beyond the
                applicable cure period under any agreement with Champps.

         3.5.2  Developer must be current on all obligations due Champps.

         3.5.3  Developer must be in compliance with terms of Appendix B.

         3.5.4  Champps has determined,  in its sole discretion,  that Developer
                is operating each of its Franchised Restaurants,  and is capable
                of operating the proposed Franchised  Restaurant,  in accordance
                with all Franchise Agreements and with the Champps System.

         3.5.5  Developer  has  provided   financial   information   as  Champps
                reasonably  may  request   regarding   Developer  and  Developer
                continues  to  meet  Champps'  minimum  financial  criteria  for
                opening a Franchised Restaurant.

         Provided  Developer  has met all of the preceding  conditions,  Champps
will prepare and forward to Developer  duplicate  originals of the  then-current
form of Champps Restaurant Franchise Agreement (modified as described in Section
3.5 above) which  Developer  must execute and return to Champps  within 20 days.
Champps  promptly will execute the Champps  Restaurant  Franchise  Agreement and
return  one   fully-executed   Agreement  to   Developer.   Upon  receipt  of  a
fully-executed  Agreement Developer will be authorized to commence  construction
of a Franchised Restaurant at an Authorized Site.

         3.6 Developer  agrees that Developer  shall commence  construction of a
Champps  Restaurant  on a proposed  site within six (6) months after the date on
which  Champps  notifies  Developer  that such  proposed  site is  acceptable to
Champps. In the event that Developer does not commence construction of a Champps
Restaurant on such site within such six (6) month period,  Developer  shall have
no further rights to develop a Champps Restaurant on such site.



         4.1  Transfer by Champps.  Champps  shall have the right to transfer or
assign all or any part of its rights or obligations  under this Agreement to any
person or legal entity.  Such  conveyance  or assignment  shall be drafted as to
recognize the pre-existing rights of Developer under this Agreement.

         4.2 Transfer by Developer.  Developer understands and acknowledges that
the rights and duties set forth in this  Agreement are personal to Developer and
that  Champps has entered  into this  Agreement  in  reliance  upon  Developer's
business  skills,  financial  capacity  and  personal  character.   Accordingly,
Developer shall not without the prior written consent of Champps,  sell, assign,
transfer,   convey,  donate,  pledge,   mortgage,  or  otherwise  encumber  this
Agreement,  any  interest in this  Agreement  or any  interest  which,  alone or
together with other previous,  simultaneous or contemplated transfers, would, or
could by  operation  of law,  result in a loss of  control of  Developer.  These
transactions shall be collectively referred to as "Transfers" in this Agreement.
Any purported Transfer,  by operation of law or otherwise,  not having the prior
written  consent  of  Champps  shall be null and void  and  shall  constitute  a
material default by Developer,  permitting  Champps to terminate this Agreement,
pursuant to Section 5. Champps  acknowledges  that Developer may incorporate one
or more corporations to operate Champps  Restaurants  developed pursuant to this
Agreement  and that  Developer  contemplates  transferring  to one or more third
parties up to an aggregate of 50% of the equity interests in each such operating
company and Champps hereby  consents to such  transfers  provided that Developer
(i)  continues  to be the  beneficial  and  actual  owner of at least 50% of the
equity interests in such operating company and (ii) retains at all times control
of and operating responsibility with respect to each such restaurant.


         5.1 Developer  shall be deemed to be in default and Champps may, at its
option,  terminate  this  Agreement  and  all  of the  rights  granted  by  this
Agreement,  upon written  notice to Developer  without  affording  Developer any
opportunity  to cure the default,  upon the  occurrence  of any of the following

         5.1.1  Developer  begins  construction of a Franchised  Restaurant at a
                site before  Developer has received from Champps for execution a
                Champps Restaurant Franchise Agreement.

         5.1.2  Developer  is  convicted  of, or pleads no contest  to, a felony
                charge;  provided,  however,  that if the felon owns less than a
                controlling  ownership  interest in  Developer,  this  Agreement
                shall not be  terminable  by Champps by reason of the felony if,
                within 30 days of  conviction  or plea of no contest,  the felon
                has entirely terminated his interest in Developer by transfer to
                his co-owners.

         5.1.3  Developer   intentionally   misuses   or  makes   any   material
                unauthorized   use  of  the  Proprietary   Marks  or  any  other
                identifying  characteristic  of the  Champps  System in a manner
                that  reflects  materially  and  unfavorably  upon a  Franchised
                Restaurant or the Champps System, or otherwise intentionally and
                materially impairs the goodwill associated therewith or Champps'
                rights therein,  or there is a breach of any other obligation in
                Section 7.

         5.1.4  Champps    discovers    that    Developer    made   a   material
                misrepresentation  or omitted a material fact in the information
                that was furnished to Champps in connection with its decision to
                enter into this Agreement.

         5.1.5  Developer   knowingly   falsifies  any  report  required  to  be
                furnished Champps or makes any material misrepresentation in its
                dealings with Champps or fails to disclose any material facts to

         5.1.6  Any Transfer,  that requires  Champps'  prior written  approval,
                occurs without  Developer having obtained Champps' prior written

         5.1.7  Developer is insolvent or is unable to pay its creditors;  files
                a petition  in  bankruptcy,  an  arrangement  for the benefit of
                creditors  or a  petition  for  reorganization;  there  is filed
                against  Developer a petition in bankruptcy,  an arrangement for
                the benefit of creditors or petition for  reorganization,  which
                is not dismissed  within 60 days of the filing;  Developer makes
                an  assignment  for the benefit of  creditors;  or a receiver or
                trustee is appointed for  Developer and not dismissed  within 60
                days of the appointment.

         5.1.8  Execution is levied  against  Developer's  business or property;
                suit to foreclose  any lien or mortgage  against the premises or
                equipment of any Franchised  Restaurant  developed  hereunder is
                instituted  against  Developer  and is not  dismissed  within 60
                days;  or the  real  or  personal  property  of  any  Franchised
                Restaurant   developed   hereunder  shall  be  sold  after  levy
                thereupon by any sheriff, marshal or constable.

         5.1.9  Developer  remains in default beyond the applicable  cure period
                under  the  Separation  Agreement  or any other  agreement  with
                Champps  or its  affiliates,  or  Developer  remains  in default
                beyond the  applicable  cure period under any real estate lease,
                equipment   lease,  or  financing   instrument   relating  to  a
                Franchised  Restaurant,  or Developer  remains in default beyond
                the  applicable  cure  period  with any vendor or  supplier to a
                Franchised  Restaurant,  or Developer  fails to pay when due any
                taxes or assessments relating to a Franchised  Restaurant or its
                employees, unless Developer is actively prosecuting or defending
                the  claim or suit in a court of  competent  jurisdiction  or by
                appropriate   government    administrative   procedure   or   by
                arbitration or mediation  conducted by a recognized  alternative
                dispute resolution organization.

         5.2 Except for those items listed in preceding  Section 5.1,  Developer
shall have 30 days after written  notice of default from Champps within which to
remedy the default and provide  evidence of that remedy to Champps.  If any such
default is not cured within that time, this Agreement  shall  terminate  without
further notice to Developer effective  immediately upon expiration of that time,
unless Champps  notifies  Developer  otherwise in writing.  Notwithstanding  the
foregoing,  if the default cannot be corrected  within 30 days,  Developer shall
have such additional time to correct the default as reasonably  required (not to
exceed 90 days) provided that Developer  begins taking the actions  necessary to
correct the default  during the 30 day cure  period and  diligently  and in good
faith pursues those actions to completion.  Developer  shall be in default under
this  Agreement  for  its  failure  substantially  to  comply  with  any  of the
requirements  imposed by this Agreement or any other  agreement  between Champps
and Developer,  as the foregoing may from time to time be  supplemented,  or its
failure to carry out the terms of this Agreement in good faith.

         5.3  Notwithstanding  the  provisions  of  preceding  Section  5.2,  if
Developer defaults in the payment of any monies owed to Champps when such monies
become due and payable  and  Developer  fails to pay such monies  within 10 days
after  receiving  written notice of default,  then this Agreement will terminate
effective  immediately  upon  expiration of that time,  unless Champps  notifies
Developer otherwise in writing.

         5.4 If Developer  has  received  one or more  notices of default  under
Sections 5.2 or 5.3 within the previous 12 months,  Champps shall be entitled to
send Developer a notice of termination upon Developer's next default within that
12  month  period  under  Section  5.2 or 5.3  without  providing  Developer  an
opportunity to remedy the default.

         5.5  If  any  valid,  applicable  law  or  regulation  of a  competent,
governmental  authority with jurisdiction over this Agreement  requires a notice
or cure period prior to termination longer than set forth in this Section,  this
Agreement will be deemed amended to conform to the minimum notice or cure period
required by the applicable law or regulation.


         6.1 Upon termination or expiration of this Agreement all rights granted
by this Agreement to Developer immediately shall terminate and:

         6.1.1  Developer  shall  have  no  further  right  to  develop  or open
                Franchised Restaurants in the Development Territory, except that
                Developer  shall be entitled to complete  and open a  Franchised
                Restaurant  for  which a  Franchise  Agreement  has  been  fully
                executed.  Termination or expiration of this Agreement shall not
                affect  Developer's  right to  continue  to  operate  Franchised
                Restaurants  that  were open and  operating  as of the date this
                Agreement terminated or expired.

         6.1.2  Developer  promptly  shall return to Champps all  materials  and
                information   furnished  by  Champps,   except   materials   and
                information  furnished  with respect to a Franchised  Restaurant
                for which there is an effective Franchise Agreement.

         6.1.3  Developer and all persons subject to the covenants  contained in
                Section 7 shall  continue to abide by those  covenants and shall
                not, directly or indirectly, take any action that violates those

         6.1.4  Developer  promptly  shall pay all sums owed to Champps  and its
                affiliates.  In the  event of  termination  for any  default  of
                Developer,  those sums shall Include,  without  limitation,  all
                damages,  costs and expenses,  including  reasonable  attorneys'
                fees, incurred by Champps as a result of the default.  Developer
                also  shall pay to  Champps  all  damages,  costs and  expenses,
                including  reasonable   attorneys'  fees,  incurred  by  Champps
                subsequent to the termination or expiration of this Agreement in
                obtaining  injunctive or other relief to enforce any  provisions
                of this Section 6.

         6.1.5  Developer  shall  furnish  Champps,  within  30 days  after  the
                effective date of termination or expiration, evidence reasonably
                satisfactory  to Champps  of  Developer's  compliance  with this
                Section 6.

         6.1.6  Developer shall not, except with respect to a franchised Champps
                Restaurant  which is then  open  and  operating  pursuant  to an
                effective Franchise Agreement:  (A) operate or do business under
                any name or in any manner that might tend to give the public the
                impression  that  Developer is connected in any way with Champps
                or has any right to use the  Champps  System or the  Proprietary
                Marks;  or (B) make use or avail itself of any of the  materials
                or  information  furnished or  disclosed  by Champps  under this
                Agreement   or  disclose  or  reveal  any  such   materials   or
                information or any portion thereof to anyone else; or (C) assist
                anyone not  licensed  by Champps  to  construct  or equip a food
                service outlet substantially similar to a Champps Restaurant.

7.       COVENANTS

         7.1 During the term of this Agreement,  Developer shall devote its best
efforts  to  the  development,   management  and  operation  of  the  Franchised
Restaurants in the Development Territory.

         7.2  Developer  acknowledges  that  Champps  owns all right,  title and
interest in and to the Champps System.  Developer further acknowledges that: the
Champps  System  consists of trade  secrets  and  confidential  and  proprietary
information and know-how that gives Champps a competitive advantage; Champps has
taken  measures to protect  the trade  secrets  and the  confidentiality  of the
proprietary information and know-how comprising the Champps System; all material
or other  information  now or  hereafter  provided  or  disclosed  to  Developer
regarding the Champps System is disclosed in confidence;  Developer has no right
to  disclose  any part of the Champps  System to anyone who is not an  employee,
agent,  consultant  or counsel of  Developer;  Developer  will  disclose  to its
employees, agents, consultants or counsel only those parts of the Champps System
that an employee,  agent,  consultant or counsel needs to know; and if requested
by  Champps,  Developer  shall  obtain  from  those  of its  employees,  agents,
consultants or counsel designated by Champps an executed Confidential Disclosure
Agreement  in the form  reasonably  prescribed  by  Champps.  Developer  further
acknowledges that it will not, other than as a Champps  franchisee,  acquire any
interest in the Champps  System and that the use or  duplication  of the Champps
System or any part of the Champps System in any other business would  constitute
an unfair method of competition. Provided however, that none of the preceding or
foregoing provisions shall apply to any information  documents or know-how which
is then  generally  known to the public or is  disclosed in  accordance  with an
order of a court of competent  jurisdiction or in a manner otherwise required by

         Developer  shall  not,  during  the  Development  Tem  or at  any  time
thereafter,  communicate  or  disclose  any trade  secrets  or  confidential  or
proprietary  information or know-how of the Champps  System to any  unauthorized
person,  or do or perform,  directly or indirectly,  any other acts injurious or
prejudicial  to the  Proprietary  Marks  or the  Champps  System.  Any  and  all
information,   knowledge,  know-how  and  techniques,  including  all  drawings,
materials,  equipment,  specifications,  recipes, techniques and other data that
Champps designates as confidential shall be deemed  confidential for purposes of
this Agreement.

         If Developer  develops  any new  concepts,  processes  or  Improvements
relating to the Champps Restaurants  developed pursuant to this Agreement and to
the Champps System,  Developer promptly shall notify Champps and provide Champps
with all information regarding the new concept,  process or improvement,  all of
which shall  become the property of Champps and which may be  incorporated  into
the Champps System without any payment to Developer.

         7.3 Developer acknowledges that: pursuant to this Agreement,  Developer
will  have  access  to  valuable   trade  secrets,   specialized   training  and
confidential  information  from Champps  regarding the  development,  operation,
purchasing,  sales and  marketing  methods  and  techniques  of Champps  and the
Champps  System;  the Champps  System and the  opportunities,  associations  and
experience  established  and acquired by Developer  under this  Agreement are of
substantial and material  value;  in developing the Champps System,  Champps has
made and  continues  to make  substantial  investments  of time,  technical  and
commercial research and money; Champps would be unable adequately to protect the
Champps  System  and  its  trade  secrets  and   confidential   and  proprietary
information  against   unauthorized  use  or  disclosure  and  would  be  unable
adequately to encourage a free exchange of ideas and  information  among Champps
Restaurants  if  franchisees  or developers  were permitted to hold interests in
competitive businesses;  and restrictions on Developer's right to hold interests
in,  or  perform  services  for,  competitive  businesses  will not  hinder  its

         Accordingly, Developer covenants and agrees that during the Development
Term,  and  for  a  period  of 2  years  following  its  expiration  or  earlier
termination,  Developer shall not, either directly or indirectly, for itself, or
through,  on behalf of, or in conjunction with, any person,  firm,  partnership,
corporation, or other entity:

         (A)    divert or  attempt  to  divert  any  business  or  customer,  or
                potential business or customer, of any Champps Restaurant to any
                competitor, by direct or indirect inducement or otherwise;

         (B)    knowingly  employ or seek to employ any person then  employed by
                Champps or any franchisee of Champps as a manager,  or otherwise
                directly  or  indirectly  induce such person to leave his or her
                employment without Champps' prior written consent; or

         (C)    own, maintain,  operate, engage in, advise, help, make loans to,
                or have any  interest in,  either  directly or  indirectly,  any
                restaurant  business:  (i) that is the same as, or substantially
                similar to, a Champps Restaurant or a Fuddruckers restaurant; or
                (ii) whose method of operation or trade dress is similar to that
                employed  in  the  Champps   System  or  in  the   operation  of
                Fuddruckers restaurants.  Champps trade dress includes,  without
                limitation,  the use of several of the following elements in the
                design  and  operation  of  the  restaurant:  extensive  use  of
                televisions,  patio  with  fireplace,  open  kitchen,  dining on
                multiple  levels,  disc  jockey  at  restaurant.   While  it  is
                understood  that  the use of some of  these  items  are  used in
                "casual  dining"  restaurants  (i.e.  Houston's  Bandera,   P.F.
                Chang's, TGI Friday's, Houlihan's, Landry's Seafood, Applebee's,
                Capitol Grille,  Macaroni Grill,  Cheesecake  Factory,  Z-Tejas,
                Palomino,  Rock Bottom, J. Alexander's,  etc.), the way in which
                several  of these  items  are  used in  combination  by  Champps
                constitutes  its distinctive  trade dress.  This covenant is not
                intended to cover all "casual dining" or sports-themed concepts.
                During the Development Term, there is no geographical limitation
                on  this  restriction.   Following  the  expiration  or  earlier
                termination of the  Development  Term,  this  restriction  shall
                apply within 15 miles of any then-existing Champps Restaurant or
                Fuddruckers restaurant,  except as otherwise approved in writing
                by  Champps.  This  restriction  shall not apply to  Developer's
                existing restaurant or foodservice operations, if any, which are
                identified in Appendix B. 

         Champps acknowledges and agrees that,  notwithstanding  anything to the
contrary  herein,  Vlahos may be engaged in and is hereby permitted to engage in
the ownership operation,  and management of new restaurant  businesses including
but not limited to "casual dining",  formal dining,  sports-themed and fast food
restaurants,  some of which may have  elements of the trade dress of the Champps
system  (other  than the  extensive  use of  televisions),  provided  that those
restaurants are not substantially similar to Champps or Fuddruckers restaurants.

         If any part of these  restrictions  is found to be unreasonable in time
or  distance,  each month of time or mile of  distance  may be deemed a separate
unit so that the time or  distance  may be reduced by  appropriate  order of the
court  to  that  deemed  reasonable.  If  Champps  files  suit  to  enforce  the
post-termination  portion of these  restrictions,  the 2-year period shall begin
running upon the entry of a final, non-appealable judgment.

         7.4 Champps shall have the right, in its sole discretion, to reduce the
scope of any covenant in this Section 7 effective  immediately  upon Developer's
receipt of written notice,  and Developer  agrees that it shall comply forthwith
with  any   covenant  as  so   modified,   which  shall  be  fully   enforceable
notwithstanding the provisions of Section 12, so long as any such reduction does
not add additional burden, limitation or restriction on Developer.

         7.5 The  restrictions  contained  in this  Section 7 shall not apply to
ownership of less than a 5% legal or beneficial  ownership in outstanding equity
securities of any publicly held  corporation by Developer.  The existence of any
claim  Developer  may have  against  Champps,  whether or not arising  from this
Agreement,  shall not constitute a defense to the  enforcement by Champps of the
covenants in this Section 7.

         7.6  Developer  acknowledges  that  any  failure  to  comply  with  the
requirements  of this  Section 7 will  cause  Champps  irreparable  injury,  and
Developer hereby  accordingly  consents to the entry of an order by any court of
competent jurisdiction for specific performance of, or for an injunction against
violation  of, the  requirements  of this Section 7.  Champps may further  avail
itself of any other  legal or  equitable  rights and  remedies  that in may have
under this Agreement or otherwise.



         This   Agreement   does  not  create  a  fiduciary  or  other   special
relationship  between the parties.  Developer is an independent  contractor with
entire control and direction of the development and operation of each Franchised
Restaurant,  subject only to the  conditions  and covenants  established by this
Agreement.  No agency,  employment,  or partnership is created or implied by the
terms of this  Agreement,  and Developer is not and shall not hold itself out as
agent, legal representative,  partner, subsidiary, joint venturer or employee of
Champps.  Developer  shall  have no right or power to,  and shall  not,  bind or
obligate  Champps in any way or manner,  nor  represent  that  Developer has any
right to do so.

         The sole  relationship  between  Developer and Champps is a commercial,
arms' length business  relationship  and, except as provided in Section 9, there
are no third party beneficiaries to this Agreement. Developer's business is, and
shall be kept,  totally  separate  and apart  from any that may be  operated  by
Champps.  In all public records,  in  relationships  with other persons,  and on
letterheads  and  business  forms,  Developer  shall  indicate  its  independent
ownership  of  the  Franchised  Restaurants  and  that  Developer  is  solely  a
franchisee of Champps.


         Developer and all  guarantors  of  Developer's  obligations  under this
Agreement  shall,  at all times,  indemnify,  defend (with  counsel  selected by
Champps), and hold harmless (to the fullest extent permitted by law) Champps and
its  affiliates,  and their  respective  successors,  assigns,  past and present
directors,   officers,  employees,  agents  and  representatives  (collectively,
"Indemnitees")  from and  against all  liability,  damages,  costs and  expenses
(including  reasonable  attorneys' fees) incurred in connection with any action,
suit, proceeding,  claim, demand,  investigation,  inquiry (formal or informal),
judgment or appeal thereof by or against  Indemnitees or any settlement  thereof
(whether or not a formal proceeding or action had been instituted),  arising out
of or  resulting  from or  connected  with  Developer's  activities  under  this
Agreement.  Developer  promptly  shall give  Champps  notice of any such action,
suit,  proceeding,  claim, demand,  inquiry or investigation filed or instituted
against  Developer and, upon request,  shall furnish  Champps with copies of any
documents from such matters as Champps may request.

         At Developer's expense and risk, Champps may elect to assume (but under
no  circumstances  will Champps be obligated to  undertake),  the defense and/or
settlement  of any  action,  suit,  proceeding,  claim,  demand,  investigation,
inquiry,  judgment or appeal thereof  subject to this  indemnification.  Such an
undertaking  shall,  in no manner or form,  diminish  Developer's  obligation to
indemnify  and hold  harmless  Champps.  Champps  shall not be obligated to seek
recoveries from third parties or otherwise mitigate losses.


         10.1 Whenever this Agreement  requires the prior approval or consent of
Champps,  Developer shall make a timely written request to Champps therefor, and
such  approval or consent  shall be  obtained  in  writing.  Failure to seek and
obtain such prior approval or consent shall constitute an event of default under
Section 5.2.

         10.2 Champps makes no warranties or guarantees upon which Developer may
rely,  and assumes no liability or  obligation  to  Developer,  by providing any
waiver,  approval,  consent or suggestion  to Developer in connection  with this
Agreement or by reason of any neglect, delay or denial of any request therefore.

         10.3 No failure of Champps to exercise any power reserved to it by this
Agreement or to insist upon strict  compliance by Developer  with any obligation
or condition hereunder and no custom or practice of the parties at variance with
the terms of this  Agreement  shall  constitute  a waiver of  Champps'  right to
demand  exact  compliance  with any of the  terms of this  Agreement.  Waiver by
Champps  of any  particular  default  by  Developer  shall not  affect or impair
Champps' right to exercise any or all of its rights and powers herein, nor shall
that constitute a waiver by Champps of any right hereunder, or of its right upon
any  subsequent  breach or default,  to terminate  this  Agreement  prior to the
expiration of its term

         10.4 Champps shall not, by virtue of any approvals,  advice or services
provided to Developer, assume responsibility or liability to Developer or to any
third parties to which Champps would not otherwise be subject.


11.      NOTICES

         No notice,  demand, request or other communication to the parties shall
be binding upon the parties unless die notice is in writing, refers specifically
to this  Agreement  and is  addressed  to:  (A) if to  Developer,  addressed  to
Developer at the notice  address set forth in Appendix B; and (B) if to Champps,
addressed to Champps at its principal  offices,  current address:  One Corporate
Place, 55 Femcroft Road, Danvers, MA 01923 (marked Attn:
General Counsel) (Facsimile: 508-774-1374).

         Any party may  designate a new  address  for notices by giving  written
notice of die new address  pursuant to this Section.  Notices shall be effective
upon receipt and may be: (1) delivered personally;  (2) transmitted by facsimile
or  electronic  mail to the  number(s)  set forth  above (or in Appendix B) with
electronic  confirmation  of  receipt;  (3)  mailed in the United  States  mail,
postage prepaid,  certified mail,  return receipt  requested;  or (4) mailed via
overnight courier.


         This Agreement,  the documents  referred to herein, and the attachments
hereto,  constitute the entire,  full and complete agreement between the parties
concerning   Developer's   rights,   and   supersede   any  and  all   prior  or
contemporaneous negotiations,  discussions,  understandings or agreements. There
are no other representations,  inducements, promises, agreements,  arrangements,
or  undertakings,  oral or written,  between the parties relating to the matters
covered by this  Agreement  other than those set forth in this  Agreement and in
the  attachments.  No obligations or duties that contradict or are  inconsistent
with the express  terms of this  Agreement  may be implied into this  Agreement.
Except as expressly set forth herein, no amendment, change or variance from this
Agreement  shall be binding on either  party  unless  mutually  agreed to by the
parties and executed in writing.


         13.1 The  parties  agree  that  each  covenant  and  provision  of this
Agreement  shall be construed as  independent of any other covenant or provision
of this Agreement. The provisions of this Agreement shall be deemed severable.

         13.2 If all or any portion of a covenant or provision of this Agreement
is  held  unreasonable  or  unenforceable  by a court  or  agency  having  valid
jurisdiction  in a decision  to which  Champps is a party,  Developer  expressly
agrees to be bound by any lesser covenant or provision subsumed within the terms
of the  invalidated  covenant  or  provision,  that  imposes  the  maximum  duty
permitted  by law, as if the  resulting  covenant or provision  were  separately
stated in and made a part of this Agreement.

         13.3  Except as  otherwise  provided  in  Section  9,  nothing  in this
Agreement  is  intended  or shall be deemed to confer  upon any  person or legal
entity, other than Champps and those of their respective successors and assigns,
any rights or remedies under, or by reason of, this Agreement.

         13.4  All  captions  in this  Agreement  are  intended  solely  for the
convenience  of the  parties  and none shall be deemed to affect the  meaning or
construction of any provisions of this Agreement.

         13.5 All  references  in this  Agreement  to the  masculine,  neuter or
singular  shall be  construed  to include  the  masculine,  feminine,  neuter or
plural, where applicable.

         13.6 This  Agreement may be executed in two or more  counterparts,  and
each copy so executed shall be deemed an original.

         13.7  Developer's  obligations  to Champps  contained in this Agreement
shall  not be  affected  by  termination,  cancellation  or  expiration  of this

         13.8 No provision of this  Agreement  shall be interpreted in favor of,
or against, any party because of the party that drafted this Agreement.



         14.1 This  Agreement  and any claim or  controversy  arising out of, or
relating to, rights and  obligations of the parties under this Agreement and any
other  claim  or  controversy  between  the  parties  shall be  governed  by and
construed in accordance  with the laws of the State of Minnesota  without regard
to conflicts of laws principles.  Nothing in this Section is intended,  or shall
be deemed,  to make any Minnesota law regulating the offer or sale of franchises
or the franchise relationship applicable to this Agreement if such law would not
otherwise be applicable.

         14.2 The  parties  agree  that,  to the extent any  disputes  cannot be
resolved  directly  between them,  Developer shall file any suit against Champps
only in the federal or state court, having jurisdiction where Champps' principal
office  is  located  at the time  suit is  filed.  Champps  may file suit in the
federal or state court located in the jurisdiction where its principal office is
located at the time suit is filed or in the jurisdiction where Developer resides
or does business or where the Development Territory or any Franchised Restaurant
is or was located or where the claim arose.

         14.3 Except for  payments  owed by one party to the other,  any and all
claims and actions  arising out of, or relating to, this  Agreement  (including,
without  limitation,  the  offer  and sale of a  franchise  to  Developer),  the
relationship of Developer and Champps and Developer's  operation of a Franchised
Restaurant  brought by any party against another party shall be commenced within
24 months from the  occurrence  of the facts giving rise to that claim or action
or that claim or action shall be banned.

         14.4 Developer and Champps waive to the fullest extent permitted by law
any right or claim of any  consequential,  punitive or exemplary damages against
the other and agree that, in the event of a dispute  between them, each shall be
limited to the recovery of actual damages sustained by it. Developer and Champps
waive, to the fullest extent permitted by law, the right to bring, or be a class
member in, any class action suits and the right to trial by jury.

         14.5 No right or  remedy  conferred  upon or  reserved  to  Champps  or
Developer by this  Agreement  is intended to be or shall be deemed  exclusive of
any other right or remedy  herein set forth or available  in law or equity,  but
each shall be cumulative of every other right or remedy.

         14.6 If Champps is required  to enforce  this  Agreement  in a judicial
proceeding,  the  party  prevailing  in that  proceeding  shall be  entitled  to
reimbursement of costs and expenses,  including,  but not limited to, reasonable
accountants',  attorneys',  attorneys'  assistants' and expert witness fees, the
cost of  investigation  and  proof  of  facts,  court  costs,  other  litigation
expenses,  and  travel  and  living  expenses,  whether  incurred  prior  to, in
preparation  for,  or in  contemplation  of the filing of, any  proceeding.  The
prevailing  party shall be the party that  prevails on its claims  regardless of
whether  judgment is entered in its favor.  If there are  multiple  claims,  the
costs and expenses  shall be reimbursed  accordingly.  If Champps is required to
engage legal counsel in connection  with any failure by Developer to comply with
this Agreement,  Developer shall reimburse  Champps for any of the  above-listed
costs and expenses incurred by Champps. In any judicial  proceeding,  the amount
of these costs and expenses will be determined by the court and not by a jury.


         Developer  represents,   acknowledges  and  warrants  to  Champps  (and
Developer  agrees that these  representations,  acknowledgments  and  warranties
shall survive termination of this Agreement) that:

         15.1 This Agreement involves  significant legal and business rights and
risks. Champps does not guarantee  Developer's success.  Developer has read this
Agreement  in  its  entirety,  conducted  an  independent  investigation  of the
business contemplated by this Agreement, has been thoroughly advised with regard
to the terms and conditions of this Agreement by legal counsel or other advisors
of Developer's choosing, recognizes that the nature of the business conducted by
Champps  Restaurants  may  change  over  time,  has  had  ample  opportunity  to
investigate  all  representations  made by or on behalf of Champps,  and has had
ample  opportunity to consult with current and former Champps  franchisees.  The
prospect for success of the business  undertaken by Developer is speculative and
depends to a material extent upon Developer's  personal  commitment,  capability
and direct involvement in the day-to-day management of the business.

         15.2 Champps'  approval of one or more sites and its refusal to approve
other sites is not a  representation  that the  Authorized  Sites will achieve a
certain sales volume or a certain level of profitability,  or that an Authorized
Site will have a higher  sales volume or be more  profitable  that an site which
Champps  did not  approve.  Champps'  approval  merely  means  that the  minimum
criteria  which  Champps has  established  for  identifying  suitable  sites for
proposed Champps Restaurant have been met. Because real estate development is an
art and not a precise  science,  Developer  agrees that  Champps'  approval,  or
refusal to approve a proposed  site,  whether a site report is completed  and/or
submitted to Champps or not,  shall not impose any  liability or  obligation  on
Champps.  The  decision to accept to reject a  particular  site is  Developer's,
subject to Champps'  approval.  Preliminary  approval of a proposed  site by any
representative  of Champps is not  conclusive  or  binding,  because  his or her
recommendations may be rejected by Champps.

         15.3 Champps makes no express or implied  warranties or representations
that  Developer  will  achieve  any  degree of  success  in the  development  or
operation of the Franchised  Restaurants and that success in the development and
operation  of the  Franchised  Restaurants  depends  ultimately  on  Developer's
efforts  and  abilities  and on other  factors,  including,  but not limited to,
market  and other  economic  conditions,  Developer's  financial  condition  and

         15.4 All information  Developer  provided to Champps in connection with
Developer's  franchise  application  and Champps'  consent to the development of
Champps' Restaurants is truthful and accurate.

         15.5  Developer's  rights under this  Agreement are  non-exclusive  and
nothing  prohibits Champps from operating or licensing others to operate Champps
Restaurants at any location  other than the location of a Franchised  Restaurant
and nothing in this  Agreement  prohibits  Champps from  operating  restaurants,
other than Champps Restaurants, at any location.

         15.6 The person signing this Agreement on behalf of Developer have full
authority to enter into this Agreement and the other agreements  contemplated by
the parties.  Execution of this Agreement or such other  agreements by Developer
does not and will not conflict with or interfere  with,  directly or indirectly,
intentionally or otherwise, with the terms of any other agreement with any other
third  party to which  Developer  or any person  with an  ownership  interest in
Developer is a party.

         15.7  Developer  acknowledges  receipt of Champps'  Franchise  Offering
Circular at least 10  business  days prior to  execution  of this  Agreement  or
payment of any monies to Champps and that  Developer  received this Agreement in
the form  actually  executed  at least 5 business  days prior to the date of its
execution by Developer.

         15.8  Developer  has not received  from Champps any  representation  of
Developer's  potential  sales,  expenses,  income,  profit  or loss  and has not
received either from Champps, or anyone acting on its behalf, any representation
other  than  those  contained  in  Champps'   Franchise   Offering  Circular  as
inducements to enter this Agreement.

         15.9 Even though this Agreement contains provisions requiring Developer
to develop the Franchised  Restaurants in compliance  with the Champps  Systems:
(A) Champps does not have actual or apparent authority to control the day-to-day
conduct and operation of Developer's business or employment  decisions;  and (B)
Developer  and  Champps  do not intend for  Champps  to incur any  liability  in
connection  with or arising from any aspect of the Champps System or Developer's
use of the Champps System.

         15.10 In the event of a dispute  between  Champps  and  Developer,  the
parties have waived their right to a jury trial.


         IN  WITNESS  WHEREOF,  the  parties  have  duly  executed,  sealed  and
delivered this Agreement as of the day and year first above written.


ATTEST:                              CHAMPPS ENTERTAINMENT, INC.

By:                                  By:

Title:                               Title:


ATTEST/WITNESS:                      DEVELOPER:

                                     Dean P. Vlahos



                                   APPENDIX A

                              DEVELOPMENT TERRITORY

         The Development Territory shall be:

                  Any location  within the United States of American that is not
within a twenty (20) mile radius of (i) an existing Champps Restaurant; (ii) any
Champps  restaurant site under  development by Champps or under  negotiation for
development  by  Champps  with a signed  letter of  intent,  (iii)  any  Champps
restaurant site under development by a current or potential  Champps  franchisee
or licensee  or under  negotiation  for  development  by a current or  potential
Champps  franchisee  or  licensee  with a signed  letter of intent;  or (iv) any
exclusive territory granted by Champps to a third party franchisee or licensee.

Developer's rights in the Development Territory are non-exclusive,  as described
in Section 2. Any  political  boundaries  contained  in the  description  of the
Development Territory shall be considered fixed as of the date of this Agreement
and shall not change  notwithstanding a political  reorganization or a change in
those  boundaries.  Unless otherwise  specified,  all street boundaries shall be
deemed to end at the center street line.


                                   APPENDIX B

                             DEVELOPMENT INFORMATION

Development  Schedule  (Section  2).  Subject to the  restrictions  set forth in
Appendix  A,  Developer  shall have the right to develop  and  operate  five (5)
Champps  Restaurants   anywhere  in  the  United  States,   provided  that  such
restaurants must be Developed  within eight (8) years of the date hereof.  If on
the eighth  anniversary  of the date hereof  Developer has Developed  fewer than
five (5) Champps  Restaurants  (excluding  the  Minnetonka  Champps and the Eden
Prairie  Champps)  pursuant to this paragraph 2, Developer shall have no further
rights to develop or  operate  any  additional  Champps  Restaurants  under this

Developer's Notice Address (Section 11).
  80 Gideons Point Road, Tonka Bay, Minnesota 55331.