Exhibit 10.4


    
      
        

      

    

    Exhibit
      10.4

    
       

    

    PLEDGE
      AGREEMENT

    


    THIS
      PLEDGE AGREEMENT
      (this
“Pledge
      Agreement”)
      is
      entered into as of March 15, 2007, among BENIHANA
      INC.,
      a
      Delaware corporation (the “Borrower”),
      certain Subsidiaries of the Borrower (individually a “Guarantor”,
      and
      collectively the “Guarantors”;
      together with the Borrower, individually a “Pledgor”,
      and
      collectively the “Pledgors”)
      and
WACHOVIA
      BANK, NATIONAL ASSOCIATION (F/K/A FIRST UNION NATIONAL
      BANK),
      in its
      capacity as agent (in such capacity, the “Administrative
      Agent”)
      for
      the lenders from time to time party to the Credit Agreement described below
      (the
“Lenders”).

    


    RECITALS

    


    WHEREAS,
      pursuant to that certain Credit Agreement dated as of the date hereof (as
      amended, modified, extended, restated, replaced, or supplemented from time
      to
      time, the “Credit
      Agreement”),
      among
      the Borrower, the Guarantors, the Lenders party thereto and the Administrative
      Agent, the Lenders have agreed to make Loans and to issue and/or acquire
      participation interests in Letters of Credit upon the terms and subject to
      the
      conditions set forth therein; and

    


    WHEREAS,
      it is a
      condition precedent to the effectiveness of the Credit Agreement and the
      obligations of the Lenders to make their respective Loans and to issue and/or
      acquire participation interests in Letters of Credit under the Credit Agreement
      that the Pledgors shall have executed and delivered this Pledge Agreement to
      the
      Administrative Agent for the ratable benefit of the Lenders.

    


    NOW,
      THEREFORE,
      in
      consideration of these premises and other good and valuable consideration,
      the
      receipt and sufficiency of which is hereby acknowledged, the parties hereto
      agree as follows:

    


    1.            
      Definitions.
      Unless
      otherwise defined herein, capitalized terms used herein shall have the meanings
      ascribed to such terms in the Credit Agreement, and the following terms that
      are
      defined in the Uniform Commercial Code from time to time in effect in the State
      of North Carolina (the “UCC”)
      are
      used herein as so defined: Certificated Security, Control, Entitlement Order,
      Financial Asset, Investment Company Security, Securities Account, Security,
      Security Entitlement, Securities Intermediary and Uncertificated Security.
      For
      purposes of this Pledge Agreement, the term (a)
      “Lender” shall include any Hedging Agreement Provider and the term “Secured
      Hedging Agreement” shall mean any Hedging Agreement between a Credit Party and a
      Hedging Agreement Provider, as amended, modified, extended, restated, replaced
      or supplemented from time to time.

    


    2.           
      Pledge
      and Grant of Security Interest.
      To
      secure the prompt payment and performance in full when due, whether by lapse
      of
      time or otherwise, of the Secured Obligations (as defined in Section 3 hereof),
      each Pledgor hereby pledges and grants to the Administrative Agent, for the
      ratable benefit of the Lenders, a continuing security interest in any and all
      right, title and interest of such Pledgor in and to the following, whether
      now
      owned or existing or owned, acquired, or arising hereafter (collectively, the
      “Pledged
      Collateral”):

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    (a)          
      Pledged
      Capital Stock.
      (i)
      100% (or, if less, the full amount owned by such Pledgor) of the issued and
      outstanding Capital Stock owned by such Pledgor of each Domestic Subsidiary
      set
      forth on Schedule
      2(a)
      attached
      hereto and (ii) 65% (or, if less, the full amount owned by such Pledgor) of
      each
      class of the issued and outstanding Capital Stock entitled to vote (within
      the
      meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Voting
      Equity”)
      and
      100% (or, if less, the full amount owned by such Pledgor) of each class of
      the
      issued and outstanding Capital Stock not entitled to vote (within the meaning
      of
      Treas. Reg. Section 1.956-2(c)(2)) (“Non-Voting
      Equity”)
      owned
      by such Pledgor of each first-tier Foreign Subsidiary set forth on Schedule
      2(a)
      attached
      hereto (collectively, together with the Capital Stock and other interests
      described in clauses (y) and (z) and in Sections 2(b) and 2(c) below, the
“Pledged
      Capital Stock”),
      including, but not limited to, the following:

    


    (y)          
      subject
      to the percentage restrictions described above and in Section 2(b) below, all
      shares, securities, membership interests or other equity interests representing
      a dividend on any of the Pledged Capital Stock, or representing a distribution
      or return of capital upon or in respect of the Pledged Capital Stock, or
      resulting from a stock split, revision, reclassification or other exchange
      therefor, and any subscriptions, warrants, rights or options issued to the
      holder of, or otherwise in respect of, the Pledged Capital Stock;
      and

    


    (z)            subject
      to the percentage restrictions described above and in Section 2(b) below and
      without affecting the obligations of the Pledgors under any provision
      prohibiting such action hereunder or under the Credit Agreement, in the event
      of
      any consolidation or merger involving the issuer of any Pledged Capital Stock
      and in which such issuer is not the surviving entity, all shares of each class
      of the Capital Stock of the successor entity formed by or resulting from such
      consolidation or merger.

    


    (b)         
      Additional
      Interests.
      (i)
      100% (or, if less, the full amount owned by such Pledgor) of each class of
      the
      issued and outstanding Capital Stock of any Person which hereafter becomes
      a
      Domestic Subsidiary and (ii) 65% (or, if less, the full amount owned by such
      Pledgor) of the Voting Equity and 100% (or, if less, the full amount owned
      by
      such Pledgor) of the Non-Voting Equity of any Person which hereafter becomes
      a
      first-tier Foreign Subsidiary, including, without limitation, the certificates
      representing such Capital Stock.

    


    (c)          
      Other
      Equity Interests.
      Subject
      to the percentage restrictions described above, any and all other Capital Stock
      or other equity interests owned by the Pledgors in any Domestic Subsidiary
      or
      any first-tier Foreign Subsidiary.

    


    (d)          
      Proceeds.
      All
      proceeds and products of the foregoing, however and whenever acquired and in
      whatever form.

     

    
      
        
        

      

      
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    Without
      limiting the generality of the foregoing, it is hereby specifically understood
      and agreed that a Pledgor may from time to time hereafter pledge and deliver
      additional shares of Capital Stock or other interests to the Administrative
      Agent as collateral security for the Secured Obligations. Upon such pledge
      and
      delivery to the Administrative Agent, such additional shares of Capital Stock
      or
      other interests shall be deemed to be part of the Pledged Collateral of such
      Pledgor and shall be subject to the terms of this Pledge Agreement whether
      or
      not Schedule
      2(a)
      is
      amended to refer to such additional shares.

    


    3.            
      Security
      for Secured Obligations.
      The
      security interest created hereby in the Pledged Collateral of each Pledgor
      constitutes continuing collateral security for all of the following, whether
      now
      existing or hereafter incurred (the “Secured
      Obligations”):
      (a)
      all
      of the Credit Party Obligations (including obligations under Secured Hedging
      Agreements), howsoever evidenced, created, incurred or acquired, whether
      primary, secondary, direct, contingent, or joint and several and (b) all
      expenses and charges, legal and otherwise, incurred by the Administrative Agent,
      the Lenders and/or the Hedging Agreement Providers in collecting or enforcing
      any of the Credit Party Obligations or in realizing on or protecting any
      security therefor, including without limitation the security granted
      hereunder.

    


    4.            
      Delivery
      of the Pledged Collateral; Perfection of Security Interest.
      Each
      Pledgor hereby agrees that:

    


    (a)          
      Delivery
      of Certificates and Instruments.
      Each
      Pledgor shall deliver as security to the Administrative Agent (i) simultaneously
      with or prior to the execution and delivery of this Pledge Agreement, all
      certificates representing the Pledged Capital Stock owned by such Pledgor and
      (ii) promptly upon the receipt thereof by or on behalf of a Pledgor, all other
      certificates and instruments constituting Pledged Collateral owned by a Pledgor.
      Prior to delivery to the Administrative Agent, all such certificates and
      instruments constituting Pledged Collateral of a Pledgor shall be held in trust
      by such Pledgor for the benefit of the Administrative Agent pursuant hereto.
      All
      such certificates shall be delivered in suitable form for transfer by delivery
      or shall be accompanied by duly executed instruments of transfer or assignment
      in blank, substantially in the form provided in Exhibit
      A
      attached
      hereto.

    


    (b)          Additional
      Securities.
      Subject
      to the percentage restrictions set forth in Section 2, if such Pledgor shall
      receive by virtue of its being or having been the owner of any Pledged
      Collateral, any (i) certificate, including without limitation, any certificate
      representing a dividend or distribution in connection with any increase or
      reduction of capital, reclassification, merger, consolidation, sale of assets,
      combination of shares of Capital Stock, stock splits, spin-off or split-off,
      promissory notes or other instruments; (ii) option or right, whether as an
      addition to, substitution for, or an exchange for, any Pledged Collateral or
      otherwise; (iii) dividends payable in Capital Stock; or (iv) distributions
      of Capital Stock or other equity interests in connection with a partial or
      total
      liquidation, dissolution or reduction of capital, capital surplus or paid-in
      surplus, then such Pledgor shall receive such certificate, instrument, option,
      right or distribution in trust for the benefit of the Administrative Agent,
      shall segregate it from such Pledgor’s other property and shall deliver it
      forthwith to the Administrative Agent in the exact form received accompanied
      by
      duly executed instruments of transfer or assignment in blank, substantially
      in
      the form provided in Exhibit
      A
      attached
      hereto, to be held by the Administrative Agent as Pledged Collateral and as
      further collateral security for the Secured Obligations.

     

    
      
        
        

      

      
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    (c)         
      Financing
      Statements; Other Perfection Actions.
      Each
      Pledgor hereby authorizes the Administrative Agent to prepare and file such
      financing statements (including continuation statements) or amendments thereof
      or supplements thereto or other instruments as the Administrative Agent may
      from
      time to time deem reasonably necessary or appropriate in order to perfect and
      maintain the security interests granted hereunder in accordance with the UCC,
      including, without limitation, any financing statement that describes the
      Pledged Collateral as “all personal property” or “all assets” of such Pledgor or
      that describes the Pledged Collateral in some other manner as the Administrative
      Agent deems necessary or advisable. Each Pledgor shall also execute
      and deliver to the Administrative Agent and/or file such agreements, assignments
      or instruments (including affidavits, notices, reaffirmations, amendments and
      restatements of existing documents, and any documents as may be necessary if
      the
      law of any jurisdiction other than North Carolina becomes
      or is applicable to the Collateral or any portion thereof, in each case as
      the
      Administrative Agent may reasonably request) and do all such other things as
      the
      Administrative Agent may reasonably deem necessary or appropriate (i) to assure
      to the Administrative Agent its security interests hereunder are perfected,
      including such financing statements (including continuation statements) or
      amendments thereof or supplements thereto or other instruments as the
      Administrative Agent may from time to time reasonably request in order to
      perfect and maintain the security interests granted hereunder in accordance
      with
      the UCC and any other personal property security legislation in the appropriate
      jurisdictions, (ii) to consummate the transactions contemplated hereby and
      (iii)
      to otherwise protect and assure the Administrative Agent of its rights and
      interests hereunder. Each Pledgor agrees to mark its books and records (and
      to
      cause the issuer of the Pledged Capital Stock of such Pledgor to mark its books
      and records) to reflect the security interest of the Administrative Agent in
      the
      Pledged Collateral.

    


    (d)         
      Provisions
      Relating to Uncertificated Securities, Security Entitlements and Securities
      Accounts.
      The
      Pledgors shall promptly notify the Administrative Agent of any Pledged
      Collateral consisting of an Uncertificated Security or a Security Entitlement
      or
      any Pledged Collateral held in a Securities Account. With respect to any such
      Pledged Collateral, (a) the applicable Pledgor and the applicable issuer of
      the
      Uncertificated Security or the applicable Securities Intermediary shall enter
      into, upon the request of the Administrative Agent, an agreement with the
      Administrative Agent granting Control to the Administrative Agent over such
      Pledged Collateral, such agreement to be in form and substance reasonably
      satisfactory to the Administrative Agent and (b) the Administrative Agent shall
      be entitled, upon the occurrence and during the continuance of a Default or
      an
      Event of Default, to notify the applicable issuer of the Uncertificated Security
      or the applicable Securities Intermediary that it should follow the instructions
      or the Entitlement Orders, respectively, of the Administrative Agent and no
      longer follow the instructions or the Entitlement Orders, respectively, of
      the
      applicable Pledgor. Upon receipt by a Pledgor of notice from a Securities
      Intermediary of its intent to terminate the Securities Account of such Pledgor
      held by such Securities Intermediary, prior to the termination of such
      Securities Account the Pledged Collateral in such Securities Account shall
      be
      (i) transferred to a new Securities Account, upon the request of the
      Administrative Agent, which shall be subject to a control agreement as provided
      above or (ii) transferred to an account held by the Administrative Agent (in
      which it will be held until a new Securities Account is
      established).

     

    
      
        
        

      

      
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    5.           
      Representations
      and Warranties.
      Each
      Pledgor hereby represents and warrants to the Administrative Agent, for the
      benefit of the Lenders, that so
      long
      as any of the Secured Obligations (other than contingent indemnity obligations
      that survive termination of the Credit Documents pursuant to the stated terms
      thereof) remain outstanding, any Credit Document or Secured Hedging Agreement
      is
      in effect, and until all of the Commitments shall have been
      terminated:

    


    (a)          
      Authorization
      of Pledged Capital Stock.
      The
      Pledged Capital Stock is duly authorized and validly issued, is fully paid
      and
      nonassessable and is not subject to the preemptive rights of any Person. All
      other shares of Capital Stock or other interests constituting Pledged Collateral
      are duly authorized and validly issued, fully paid and nonassessable and not
      subject to the preemptive rights of any Person.

    


    (b)          
      Title.
      Each
      Pledgor has good and indefeasible title to the Pledged Collateral of such
      Pledgor and will at all times be the legal and beneficial owner of such Pledged
      Collateral free and clear of any Lien, other than Permitted Liens. There exists
      no “adverse claim” within the meaning of Section 8-102 of the UCC with respect
      to the Pledged Capital Stock of such Pledgor.

    


    (c)          
      Exercising
      of Rights.
      The
      exercise by the Administrative Agent of its rights and remedies hereunder will
      not violate any law or governmental regulation (excluding for purposes hereof,
      liquor license laws, the violation of which could not, either individually
      or in
      the aggregate, reasonably be expected to be material on the Pledgors’ business
      taken as a whole) or any material contractual restriction binding on or
      affecting a Pledgor or any of its property. 

    


    (d)          
      Pledgor’s
      Authority.
      No
      authorization, approval or action by, and no notice or filing with any
      Governmental Authority, the issuer of any Pledged Capital Stock or third party
      is required either (i) for the pledge made by a Pledgor or for the granting
      of
      the security interest by a Pledgor pursuant to this Pledge Agreement or (ii)
      for
      the exercise by the Administrative Agent or the Lenders of their rights and
      remedies hereunder (except as may be required by laws affecting the offering
      and
      sale of securities).

    


    
      
        
        

      

      
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    (e)          
      Security
      Interest/Priority.
      This
      Pledge Agreement creates a valid security interest in favor of the
      Administrative Agent for the ratable benefit of the Lenders, in the Pledged
      Collateral. The taking possession by the Administrative Agent of the
      certificates (if any) representing the Pledged Capital Stock and all other
      certificates and instruments constituting Pledged Collateral will perfect and
      establish the first priority of the Administrative Agent’s security interest in
      all certificated Pledged Capital Stock and such certificates and instruments.
      Upon the filing of UCC financing statements in the location of each Pledgor’s
state
      of
      organization,
      the
      Administrative Agent shall have a first priority perfected security interest
      in
      all uncertificated Pledged Capital Stock consisting of partnership or limited
      liability company interests that do not constitute a Security pursuant to
      Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting
      of an Uncertificated Security or a Security Entitlement or any Pledged
      Collateral held in a Securities Account, upon execution and delivery by the
      applicable Pledgor, the Administrative Agent and the applicable Securities
      Intermediary or the applicable issuer of the Uncertificated Security of an
      agreement granting Control to the Administrative Agent over such Pledged
      Collateral, the Administrative Agent shall have a first priority perfected
      security interest in such Pledged Collateral. Except as set forth in this
      Section, no action is necessary to perfect the Administrative Agent’s security
      interest.

    


    (f)           No
      Other Capital Stock.
      Except
      as set forth on Schedule
      2(a)
      attached
      hereto (as updated or deemed updated from time to time in accordance with the
      terms hereof and of the Credit Agreement), no Pledgor owns any Capital Stock
      of
      the Borrower or any of its Domestic Subsidiaries or any of its first-tier
      Foreign Subsidiaries.

    


    (g)         
      Partnership
      and Limited Liability Company Interests.
      Except
      as previously disclosed to the Administrative Agent, none of the Pledged Capital
      Stock consisting of partnership or limited liability company interests (i)
      is
      dealt in or traded on a securities exchange or in a securities market, (ii)
      by
      its terms expressly provides that it is a Security governed by Article 8 of
      the
      UCC, (iii) is an Investment Company Security, (iv) is held in a Securities
      Account or (v) constitutes a Security or a Financial Asset.

    


    6.            
      Covenants.
      Each
      Pledgor hereby covenants, that so
      long
      as any of the Secured Obligations (other than contingent indemnity obligations
      that survive termination of the Credit Documents pursuant to the stated terms
      thereof) remain outstanding, any Credit Document or Secured Hedging Agreement
      is
      in effect, and until all of the Commitments shall have been
      terminated,
      such
      Pledgor shall:

    


    (a)          
      Defense
      of Title.
      Warrant
      and defend title to and ownership of the Pledged Collateral of such Pledgor
      at
      its own expense against the claims and demands of all other parties claiming
      an
      interest therein; keep the Pledged Collateral free from all Liens, other than
      Permitted Liens; and not sell, exchange, transfer, assign, lease or otherwise
      dispose of Pledged Collateral of such Pledgor or any interest therein, except
      as
      permitted under the Credit Agreement and the other Credit
      Documents.

    


    
      
        
        

      

      
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    (b)          
      Further
      Assurances.
      Promptly execute and deliver at its expense all further instruments and
      documents and take all further action that may be necessary and desirable or
      that the Administrative Agent may reasonably request in order to (i) perfect
      and
      protect the security interest created hereby in the Pledged Collateral of such
      Pledgor (including, without limitation, execution and delivery of one or more
      control agreements reasonably acceptable to the Administrative Agent, filing
      of
      UCC financing statements and any and all other actions reasonably necessary
      to
      satisfy the Administrative Agent that the Administrative Agent has obtained
      a
      first priority perfected security interest in all Pledged Collateral); (ii)
      enable the Administrative Agent to exercise and enforce its rights and remedies
      hereunder in respect of the Pledged Collateral of such Pledgor; and (iii)
      otherwise effect the purposes of this Pledge Agreement, including, without
      limitation and if requested by the Administrative Agent, delivering to the
      Administrative Agent irrevocable proxies in respect of the Pledged Collateral
      of
      such Pledgor.

    


    (c)          
      Amendments.
      Not
      make or consent to any amendment or other modification or waiver with respect
      to
      any of the Pledged Collateral of such Pledgor or enter into any agreement or
      allow to exist any restriction with respect to any of the Pledged Collateral
      of
      such Pledgor other than pursuant hereto or as may be permitted under the Credit
      Agreement.

    


    (d)          
      Compliance
      with Securities Laws.
      File
      all reports and other information now or hereafter required to be filed by
      such
      Pledgor with the United States Securities and Exchange Commission and any other
      state, federal or foreign agency in connection with the ownership of the Pledged
      Collateral of such Pledgor.

    


    (e)          
      Issuance
      or Acquisition of Capital Stock.
      Not
      without executing and delivering, or causing to be executed and delivered,
      to
      the Administrative Agent such agreements, documents and instruments as the
      Administrative Agent may reasonably require, issue or acquire any Capital Stock
      that consists of an interest in a partnership or a limited liability company
      which (i) is dealt in or traded on a securities exchange or in a securities
      market, (ii) by its terms expressly provides that it is a Security governed
      by
      Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held
      in a
      Securities Account or (v) constitutes a Security or a Financial
      Asset.

    


    7.           
      Performance
      of Obligations; Advances by Administrative Agent.
      On
      failure of any Pledgor to perform any of the covenants and agreements contained
      herein, the Administrative Agent may, at its sole option and in its sole
      discretion, perform or cause to be performed the same and in so doing may expend
      such sums as the Administrative Agent may reasonably deem advisable in the
      performance thereof, including, without limitation, the payment of any insurance
      premiums, the payment of any taxes, a payment to obtain a release of a Lien
      or
      potential Lien, expenditures made in defending against any adverse claim and
      all
      other expenditures which the Administrative Agent may make for the protection
      of
      the security interest hereof or may be compelled to make by operation of law.
      All such sums and amounts so expended shall be repayable by the Pledgors on
      a
      joint and several basis promptly upon timely notice thereof and demand therefor,
      shall constitute additional Secured Obligations and shall bear interest from
      the
      date said amounts are expended at the default
      rate for Revolving Loans that are Base Rate Loans set forth in Section 3.1
      of
      the Credit Agreement. 
      No such
      performance of any covenant or agreement by the Administrative Agent on behalf
      of any Pledgor, and no such advance or expenditure therefor, shall relieve
      the
      Pledgors of any default under the terms of this Pledge Agreement, the other
      Credit Documents or any Secured Hedging Agreement. The Administrative Agent
      may
      make any payment hereby authorized in accordance with any bill, statement or
      estimate procured from the appropriate public office or holder of the claim
      to
      be discharged without inquiry into the accuracy of such bill, statement or
      estimate or into the validity of any tax assessment, sale, forfeiture, tax
      lien,
      title or claim except to the extent such payment is being contested in good
      faith by a Pledgor in appropriate proceedings and against which adequate
      reserves are being maintained in accordance with GAAP. 

     

    
      
        
        

      

      
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    8.           
      Events
      of Default.
      The
      occurrence of an event which under the Credit Agreement would constitute an
      Event of Default shall be an event of default hereunder (an “Event
      of Default”).

    


    9.            
      Remedies.
      

    


    (a)          
      General
      Remedies.
      Upon
      the occurrence of an Event of Default and during the continuation thereof,
      the
      Administrative Agent shall have, in respect of the Pledged Collateral of any
      Pledgor, in addition to the rights and remedies provided herein, in the other
      Credit Documents, in any Secured Hedging Agreement or by law, the rights and
      remedies of a secured party under the UCC or any other applicable law.


    


    (b)          
      Sale
      of Pledged Collateral.
      Upon
      the occurrence of an Event of Default and during the continuation thereof,
      without limiting the generality of this Section and without notice, the
      Administrative Agent may, in its sole discretion, sell or otherwise dispose
      of
      or realize upon the Pledged Collateral, or any part thereof, in one or more
      parcels, at public or private sale, at any exchange or broker’s board or
      elsewhere, at such price or prices and on such other terms as the Administrative
      Agent may deem commercially reasonable, for cash, credit or for future delivery
      or otherwise in accordance with applicable law. To the extent permitted by
      law,
      any Lender may in such event, bid for the purchase of such securities. Each
      Pledgor agrees that, to the extent notice of sale shall be required by law
      and
      has not been waived by such Pledgor, any requirement of reasonable notice shall
      be met if notice, specifying the place of any public sale or the time after
      which any private sale is to be made, is personally served on or mailed, postage
      prepaid, to such Pledgor, in accordance with the notice provisions of Section
      11.1 of the Credit Agreement at least ten (10) days before the time of such
      sale. The Administrative Agent shall not be obligated to make any sale of
      Pledged Collateral of such Pledgor regardless of notice of sale having been
      given. The Administrative Agent may adjourn any public or private sale from
      time
      to time by announcement at the time and place fixed therefor, and such sale
      may,
      without further notice, be made at the time and place to which it was so
      adjourned.

    


    (c)          
      [Reserved].

    


    
      
        
        

      

      
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    (d)          
      Private
      Sale.
      Upon
      the occurrence of an Event of Default and during the continuation thereof,
      the
      Pledgors recognize that the Administrative Agent may deem it impracticable
      to
      effect a public sale of all or any part of the Pledged Collateral and that
      the
      Administrative Agent may, therefore, determine to make one or more private
      sales
      of any such Pledged Collateral to a restricted group of purchasers who will
      be
      obligated to agree, among other things, to acquire such Pledged Collateral
      for
      their own account, for investment and not with a view to the distribution or
      resale thereof. Each Pledgor acknowledges that any such private sale may be
      at
      prices and on terms less favorable to the seller than the prices and other
      terms
      which might have been obtained at a public sale and, notwithstanding the
      foregoing, agrees that such private sale shall be deemed to have been made
      in a
      commercially reasonable manner and that the Administrative Agent shall have
      no
      obligation to delay sale of any such Pledged Collateral for the period of time
      necessary to permit the issuer of such Pledged Collateral to register such
      Pledged Collateral for public sale under the Securities Act of 1933. Each
      Pledgor further acknowledges and agrees that any offer to sell such Pledged
      Collateral which has been (i) publicly advertised on a bona fide basis in a
      newspaper or other publication of general circulation in the financial community
      of New York, New York (to the extent that such offer may be advertised without
      prior registration under the Securities Act of 1933), or (ii) made privately
      in
      the manner described above shall be deemed to involve a “public sale” under the
      UCC, notwithstanding that such sale may not constitute a “public offering” under
      the Securities Act of 1933, and the Administrative Agent may, in such event,
      bid
      for the purchase of such Pledged Collateral.

    


    (e)          
      Retention
      of Pledged Collateral.
      In
      addition to the rights and remedies hereunder, upon the occurrence of an Event
      of Default and during the continuation thereof, the Administrative Agent may,
      after providing the notices required by Sections 9-620 and 9-621 of the UCC
      (or
      any successor sections of the UCC) or otherwise complying with the notice
      requirements of applicable law of the relevant jurisdiction, accept or retain
      all or any portion of the Pledged Collateral in satisfaction of the Secured
      Obligations. Unless and until the Administrative Agent shall have provided
      such
      notices, however, the Administrative Agent shall not be deemed to have retained
      any Pledged Collateral in satisfaction of any Secured Obligations for any
      reason.

    


    (f)          
      Deficiency.
      In the
      event that the proceeds of any sale, collection or realization are insufficient
      to pay all amounts to which the Administrative Agent or the Lenders are legally
      entitled, the Pledgors shall be jointly and severally liable for the deficiency,
      together with interest thereon at the default rate for Revolving Loans that
      are
      Base Rate Loans set forth in Section 3.1 of the Credit Agreement together with
      the costs of collection and the reasonable fees of any attorneys employed by
      the
      Administrative Agent to collect such deficiency. Any surplus remaining after
      the
      full payment and satisfaction of the Secured Obligations shall be returned
      to
      the Pledgors or to whomsoever a court of competent jurisdiction shall determine
      to be entitled thereto. 

    


    (g)          Other
      Security.
      To the
      extent that any of the Secured Obligations are now or hereafter secured by
      property other than the Pledged Collateral (including, without limitation,
      real
      and other personal property owned by a Pledgor), or by a guarantee, endorsement
      or property of any other Person, then the Administrative Agent shall have the
      right to proceed against such other property, guarantee or endorsement upon
      the
      occurrence and during the continuation of any Event of Default, and the
      Administrative Agent shall have the right, in its sole discretion, to determine
      which rights, security, Liens, security interests or remedies the Administrative
      Agent shall at any time pursue, relinquish, subordinate, modify or take with
      respect thereto, without in any way modifying or affecting any of them or any
      of
      the Administrative Agent’s rights or the Secured Obligations under this Pledge
      Agreement, under any other of the Credit Documents or under any Secured Hedging
      Agreement.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    10.          
      Rights
      of the Administrative Agent.

    


    (a)          
      Power
      of Attorney.
      Each
      Pledgor hereby designates and appoints the Administrative Agent, on behalf
      of
      the Lenders, and each of its designees or agents as attorney-in-fact of such
      Pledgor, irrevocably and with power of substitution, with authority to take
      any
      or all of the following actions upon the occurrence and during the continuation
      of an Event of Default:

    


                   (i)            
      to
      demand, collect, settle, compromise, adjust and give discharges and releases
      concerning the Pledged Collateral of such Pledgor, all as the Administrative
      Agent may reasonably determine in respect of such Pledged
      Collateral;

    


                   (ii)
                  to
      commence and prosecute any actions at any court for the purposes of collecting
      any of the Pledged Collateral and enforcing any other right in respect
      thereof;

    


                  
      (iii)           
      to
      defend, settle, adjust or compromise any action, suit or proceeding brought
      with
      respect to the Pledged Collateral and, in connection therewith, give such
      discharge or release as the Administrative Agent may deem reasonably
      appropriate;

    


                  
      (iv)          
       to
      pay or
      discharge taxes, Liens, security interests, or other encumbrances levied or
      placed on or threatened against the Pledged Collateral;

    


                  
      (v)           
      to
      direct
      any parties liable for any payment under any of the Pledged Collateral to make
      payment of any and all monies due and to become due thereunder directly to
      the
      Administrative Agent or as the Administrative Agent shall direct;

    


                  
      (vi)           
      to
      receive payment of and receipt for any and all monies, claims, and other amounts
      due and to become due at any time in respect of or arising out of any Pledged
      Collateral of such Pledgor;

    


                  
      (vii)         
      to
      sign
      and endorse any drafts, assignments, proxies, stock powers, verifications,
      notices and other documents relating to the Pledged Collateral of such
      Pledgor;

    


                  
      (viii)        
      to
      execute and deliver and/or file all assignments, conveyances, statements,
      financing statements, continuation statements, pledge agreements, affidavits,
      notices and other agreements, instruments and documents that the Administrative
      Agent may determine necessary in order to perfect and maintain the security
      interests and Liens granted in this Pledge Agreement and in order to fully
      consummate all of the transactions contemplated herein;

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

                  
      (ix)            to
      exchange any of the Pledged Collateral of such Pledgor or other property upon
      any merger, consolidation, reorganization, recapitalization or other
      readjustment of the issuer thereof and, in connection therewith, deposit any
      of
      the Pledged Collateral of such Pledgor with any committee, depository, transfer
      agent, registrar or other designated agency upon such terms as the
      Administrative Agent may determine;

    


                  
      (x)           
      to
      vote
      for a shareholder, partner or member resolution, or to sign an instrument in
      writing, sanctioning the transfer of any or all of the Pledged Collateral of
      such Pledgor into the name of the Administrative Agent or into the name of
      any
      transferee to whom the Pledged Collateral of such Pledgor or any part thereof
      may be sold pursuant to Section 9 hereof; and

    


                  
      (xi)          
      to
      do and
      perform all such other acts and things as the Administrative Agent may
      reasonably deem to be necessary, proper or convenient in connection with the
      Pledged Collateral of such Pledgor.

     

    
      This
        power of attorney is a power coupled with an interest and shall be irrevocable
        for so long as any of the Secured Obligations (other than contingent indemnity
        obligations that survive termination of the Credit Documents pursuant to
        the
        stated terms thereof) remain outstanding, any Credit Document or Secured
        Hedging
        Agreement is in effect, and until all of the Commitments shall have been
        terminated. The Administrative Agent shall be under no duty to exercise or
        withhold the exercise of any of the rights, powers, privileges and options
        expressly or implicitly granted to the Administrative Agent in this Pledge
        Agreement, and shall not be liable for any failure to do so or any delay
        in
        doing so. The Administrative Agent shall not be liable for any act or omission
        or for any error of judgment or any mistake of fact or law in its individual
        capacity or its capacity as attorney-in-fact except acts or omissions resulting
        from its gross negligence or willful misconduct. This power of attorney is
        conferred on the Administrative Agent solely to perfect, protect, preserve
        and
        realize upon its security interest in the Pledged Collateral.

       

    

    (b)         
      Assignment
      by the Administrative Agent.
      The
      Administrative Agent may from time to time assign the Secured Obligations or
      any
      portion thereof and/or the Pledged Collateral or any portion thereof to a
      successor Administrative Agent, and the assignee shall be entitled to all of
      the
      rights and remedies of the Administrative Agent under this Pledge Agreement
      in
      relation thereto.

    


    (c)         
      The
      Administrative Agent’s Duty of Care.
      Other
      than the exercise of reasonable care to assure the safe custody of the Pledged
      Collateral while being held by the Administrative Agent hereunder, the
      Administrative Agent shall have no duty or liability to preserve rights
      pertaining thereto, it being understood and agreed that Pledgors shall be
      responsible for preservation of all rights in the Pledged Collateral of such
      Pledgor, and the Administrative Agent shall be relieved of all responsibility
      for the Pledged Collateral upon surrendering it or tendering the surrender
      of it
      to the Pledgors. The Administrative Agent shall be deemed to have exercised
      reasonable care in the custody and preservation of the Pledged Collateral in
      its
      possession if such Pledged Collateral is accorded treatment substantially equal
      to that which the Administrative Agent accords its own property, which shall
      be
      no less than the treatment employed by a reasonable and prudent agent in the
      industry, it being understood that the Administrative Agent shall not have
      responsibility for (i) ascertaining or taking action with respect to calls,
      conversions, exchanges, maturities, tenders or other matters relating to any
      Pledged Collateral, whether or not the Administrative Agent has or is deemed
      to
      have knowledge of such matters; or (ii) taking any necessary steps to preserve
      rights against any parties with respect to any Pledged Collateral.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    (d)         
      Voting
      Rights in Respect of the Pledged Collateral.

    


                   (i)              So
      long
      as no Event of Default shall have occurred and be continuing, to the extent
      permitted by law, each Pledgor may exercise any and all voting and other
      consensual rights pertaining to the Pledged Collateral of such Pledgor or any
      part thereof for any purpose not inconsistent with the terms of this Pledge
      Agreement or the Credit Agreement; provided,
      however,
      that
      Pledgor shall not exercise or shall refrain from exercising any such right
      if
      the Administrative Agent shall have notified the Pledgor that, in the
      Administrative Agent’s judgment, such action would have a material adverse
      effect on the value of the Pledged Collateral or any part thereof.

    


                    (ii)           
      Upon
      the
      occurrence and during the continuance of a Default or an Event of Default,
      all
      rights of a Pledgor to exercise the voting and other consensual rights which
      it
      would otherwise be entitled to exercise pursuant to paragraph (i) of this
      subsection (d) shall cease and all such rights shall thereupon become vested
      in
      the Administrative Agent which shall then have the sole right to exercise such
      voting and other consensual rights.

     

    (e)          
      Dividend
      and Distribution Rights in Respect of the Pledged Collateral.

    


                  
      (i)            
      So
      long
      as no Event of Default shall have occurred and be continuing, each Pledgor
      may
      receive and retain any and all dividends (other than dividends payable in the
      form of Capital Stock and other dividends constituting Pledged Collateral which
      are required to be delivered to the Administrative Agent pursuant to Section
      4
      above), distributions or interest paid in respect of the Pledged Collateral
      to
      the extent they are allowed under the Credit Agreement.

    


                    (ii)           
      Upon
      the
      occurrence and during the continuation of an Event of Default:

    


     (A)           
      all
      rights of a Pledgor to receive the dividends, distributions and interest
      payments which it would otherwise be authorized to receive and retain pursuant
      to paragraph (i) of this subsection (e) shall cease and all such rights shall
      thereupon be vested in the Administrative Agent which shall then have the sole
      right to receive and hold as Pledged Collateral such dividends, distributions
      and interest payments; and

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

     (B)           
      all
      dividends, distributions and interest payments which are received by a Pledgor
      contrary to the provisions of clause (A) of this subsection (ii) shall be
      received in trust for the benefit of the Administrative Agent, shall be
      segregated from other property or funds of such Pledgor, and shall be forthwith
      paid over to the Administrative Agent as Pledged Collateral in the exact form
      received, to be held by the Administrative Agent as Pledged Collateral and
      as
      further collateral security for the Secured Obligations.

    


                   (f)            
       Release
      of Pledged Collateral.
      The
      Administrative Agent may release any of the Pledged Collateral from this Pledge
      Agreement or may substitute any of the Pledged Collateral for other Pledged
      Collateral without altering, varying or diminishing in any way the force,
      effect, Lien, pledge or security interest of this Pledge Agreement as to any
      Pledged Collateral not expressly released or substituted, and this Pledge
      Agreement shall continue as a first priority Lien on all Pledged Collateral
      not
      expressly released or substituted.

    


    11.         
      Application
      of Proceeds.
      After
      the exercise of remedies by the Administrative Agent or the Lenders pursuant
      to
      Section 9.2 of the Credit Agreement (or after the Commitments shall
      automatically terminate and the Loans (with accrued interest thereon) and all
      other amounts under the Credit Documents shall automatically become due and
      payable in accordance with the terms of such Section), any proceeds of the
      Pledged Collateral, when received by the Administrative Agent, any of the
      Lenders or any Hedging Agreement Provider in cash or its equivalent, will be
      applied in reduction of the Secured Obligations in the order set forth in
      Section 3.15 of the Credit Agreement, and each Pledgor irrevocably waives the
      right to direct the application of such payments and proceeds and acknowledges
      and agrees that the Administrative Agent shall have the continuing and exclusive
      right to apply and reapply any and all such proceeds in the Administrative
      Agent’s sole discretion, notwithstanding any entry to the contrary upon any of
      its books and records.

    


    12.          
      Costs
      of Counsel.
      If
      at any
      time hereafter, whether upon the occurrence of an Event of Default or not,
      the
      Administrative Agent employs counsel to prepare or consider amendments, waivers
      or consents with respect to this Pledge Agreement, or to take action or make
      a
      response in or with respect to any legal or arbitral proceeding relating to
      this
      Pledge Agreement or relating to the Pledged Collateral, or to protect the
      Pledged Collateral or exercise any rights or remedies under this Pledge
      Agreement or with respect to the Pledged Collateral, then the Pledgors agree
      to
      promptly pay upon demand any and all such reasonable documented costs and
      expenses of the Administrative Agent or the Lenders, all of which costs and
      expenses shall constitute Secured Obligations hereunder.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    13.          
      Continuing
      Agreement.

    


    (a)          
      This
      Pledge Agreement shall be a continuing agreement in every respect and shall
      remain in full force and effect so long as any of the Secured Obligations (other
      than contingent indemnity obligations that survive termination of the Credit
      Documents pursuant to the stated terms thereof) remain outstanding, any Credit
      Document or Secured Hedging Agreement is in effect, and until all of the
      Commitments shall have been terminated. Upon such payment and termination,
      this
      Pledge Agreement shall be automatically terminated and the Administrative Agent
      and the Lenders shall, upon the request and at the expense of the Pledgors,
      forthwith release all of the Liens and security interests granted hereunder
      and
      shall deliver all UCC termination statements and/or other documents reasonably
      requested by the Pledgors evidencing such termination. Notwithstanding the
      foregoing, all releases and indemnities provided hereunder shall survive
      termination of this Pledge Agreement.

    


    (b)          This
      Pledge Agreement shall continue to be effective or be automatically reinstated,
      as the case may be, if at any time payment, in whole or in part, of any of
      the
      Secured Obligations is rescinded or must otherwise be restored or returned
      by
      the Administrative Agent or any Lender as a preference, fraudulent conveyance
      or
      otherwise under any bankruptcy, insolvency or similar law, all as though such
      payment had not been made; provided
      that in
      the event payment of all or any part of the Secured Obligations is rescinded
      or
      must be restored or returned, all reasonable costs and expenses (including
      without limitation any reasonable legal fees and disbursements) incurred by
      the
      Administrative Agent or any Lender in defending and enforcing such reinstatement
      shall be deemed to be included as a part of the Secured
      Obligations.

    


    14.         
      Amendments;
      Waivers; Modifications.
      This
      Pledge Agreement and the provisions hereof may not be amended, waived, modified,
      changed, discharged or terminated except as set forth in Section 11.6 of the
      Credit Agreement. 

    


    15.         
      Successors
      in Interest.
      This
      Pledge Agreement shall create a continuing security interest in the Pledged
      Collateral and shall be binding upon each Pledgor, its successors and assigns
      and shall inure, together with the rights and remedies of the Administrative
      Agent hereunder, to the benefit of the Administrative Agent and the Lenders
      and
      their successors and permitted assigns; provided,
      however,
      that
      none of the Pledgors may assign its rights or delegate its duties hereunder
      without the prior written consent of each Lender or the Required Lenders, as
      required by the Credit Agreement. To the fullest extent permitted by law, each
      Pledgor hereby releases the Administrative Agent and each Lender, each of their
      respective officers, employees and agents and each of their respective
      successors and assigns, from any liability for any act or omission relating
      to
      this Pledge Agreement or the Pledged Collateral, except for any liability
      arising from the gross negligence or willful misconduct of the Administrative
      Agent or such Lender or their respective officers, employees and agents, in
      each
      case as determined by a court of competent jurisdiction.

    


    16.          
      Notices.
      All
      notices required or permitted to be given under this Pledge Agreement shall
      be
      in conformance with Section 11.1 of the Credit Agreement.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    17.         
      Counterparts.
      This
      Pledge Agreement may be executed in any number of counterparts, each of which
      where so executed and delivered shall be an original, but all of which shall
      constitute one and the same instrument. It shall not be necessary in making
      proof of this Pledge Agreement to produce or account for more than one such
      counterpart. Delivery of executed counterparts of the Pledge Agreement by
      telecopy or other electronic means shall be effective as an original and shall
      constitute a representation that an original shall be delivered upon the request
      of the Administrative Agent.

    


    18.         
      Headings.
      The
      headings of the sections and subsections hereof are provided for convenience
      only and shall not in any way affect the meaning, construction or interpretation
      of any provision of this Pledge Agreement.

    


    19.        
      Governing
      Law; Submission to Jurisdiction and Service of Process; Waiver of Jury Trial;
      Venue.
      THIS
      PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
      BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
      STATE OF NORTH CAROLINA. The terms of Sections 11.10 and 11.16 of
      the
      Credit Agreement are incorporated herein by reference, mutatis
      mutandis,
      and the
      parties hereto agree to such terms.

    


    20.          
      Severability.
      If any
      provision of this Pledge Agreement is determined to be illegal, invalid or
      unenforceable, such provision shall be fully severable and the remaining
      provisions shall remain in full force and effect and shall be construed without
      giving effect to the illegal, invalid or unenforceable provisions.

    


    21.         
      Entirety.
      This
      Pledge Agreement, the other Credit Documents and any Secured Hedging Agreement
      represent the entire agreement of the parties hereto and thereto, and supersede
      all prior agreements and understandings, oral or written, if any, including
      any
      commitment letters or correspondence relating to this Pledge Agreement, the
      other Credit Documents, any such Secured Hedging Agreement or the transactions
      contemplated herein and therein.

    


    22.          
      Survival.
      All
      representations and warranties of the Pledgors hereunder shall survive the
      execution and delivery of this Pledge Agreement, the other Credit Documents
      and
      any Secured Hedging Agreement, the delivery of the Notes and the making of
      the
      Loans and the issuance of the Letters of Credit under the Credit
      Agreement.

    


    23.          
      Joint
      and Several Obligations of Pledgors.

    


    (a)         
      Each
      of
      the Pledgors is accepting joint and several liability hereunder in consideration
      of the financial accommodations to be provided by the Lenders under the Credit
      Agreement, for the mutual benefit, directly and indirectly, of each of the
      Pledgors and in consideration of the undertakings of each of the Pledgors to
      accept joint and several liability for the obligations of each of
      them.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    (b)         
      Each
      of
      the Pledgors, jointly and severally hereby irrevocably and unconditionally
      accepts, not merely as a surety but also as a co-debtor, joint and several
      liability with the other Pledgors with respect to the payment and performance
      of
      all of the Secured Obligations arising under this Pledge Agreement, the other
      Credit Documents and any Hedging Agreement, it being the intention of the
      parties hereto that all the Secured Obligations shall be the joint and several
      obligations of each of the Pledgors without preferences or distinction among
      them.

    


    (c)         
      Notwithstanding
      any provision to the contrary contained herein, in any other of the Credit
      Documents or in any Secured Hedging Agreement, to the extent the obligations
      of
      a Pledgor shall be adjudicated to be invalid or unenforceable for any reason
      (including, without limitation, because of any applicable state or federal
      law
      relating to fraudulent conveyances or transfers) then the obligations of such
      Pledgor hereunder shall be limited to the maximum amount that is permissible
      under applicable law (whether federal or state and including, without
      limitation, the Bankruptcy Code).

    


    24.         
      Rights
      of Required Lenders.
      All
      rights of the Administrative Agent hereunder, if not exercised by the
      Administrative Agent, may be exercised by the Required Lenders.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    Each
      of
      the parties hereto has caused a counterpart of this Pledge Agreement to be
      duly
      executed and delivered as of the date first above written.

     

    
      	BORROWER:	 	 
	 	
              BENIHANA
                INC.,

            
	 	
              a
                Delaware corporation

            
	 
 	 
 	 
 
	 	By:  	/s/ Joel
              A. Schwartz
	 	
              

            
	 	
              Joel
                A. Schwartz

            
	 	
              President

            


    

     

    
      
        
          	
                  GUARANTORS:

                	 
	 	
                  1501
                    BROADWAY RESTAURANT CORP., 

                  a
                    New York corporation

                
	 	
                  BENIHANA
                    BETHESDA CORP., 

                  a
                    New York corporation

                  BENIHANA
                    BRICKELL STATION CORP., 

                  a
                    Delaware corporation

                  BENIHANA
                    BROOMFIELD CORP.,

                  a
                    Delaware corporation

                  BENIHANA
                    CARLSBAD CORP.,

                  a
                    Delaware corporation

                  BENIHANA
                    CHANDLER CORP.,

                  a
                    Delaware corporation

                  BENIHANA
                    CHICAGO CORP.,

                  a
                    Delaware corporation

                  BENIHANA
                    ENCINO CORP., 

                  a
                    California corporation

                  BENIHANA
                    INTERNATIONAL CORP., 

                  a
                    Delaware corporation

                  BENIHANA
                    LINCOLN ROAD CORP., 

                  a
                    Florida corporation

                  BENIHANA
                    LOMBARD CORP., 

                  an
                    Illinois corporation

                  BENIHANA
                    MARINA CORP., 

                  a
                    California corporation

                  BENIHANA
                    MONTEREY CORPORATION,

                  a
                    Delaware corporation

                  BENIHANA
                    NATIONAL CORP., 

                  a
                    Delaware corporation 

                  BENIHANA
                    NATIONAL OF FLORIDA CORP., 

                  a
                    Delaware corporation

                  BENIHANA
                    NEW YORK CORP., 

                  a
                    Delaware corporation

                  BENIHANA
                    ONTARIO CORP., 

                  a
                    Delaware corporation

                  BENIHANA
                    ORLANDO CORP., 

                  a
                    Delaware corporation

                


        

      

      
         

      

    

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                BENIHANA
                  PLYMOUTH MEETING CORP.,

                a
                  Delaware corporation

                BENIHANA
                  OF PUENTE HILLS CORP., 

                a
                  Delaware corporation

                BENIHANA
                  SCHAUMBURG CORP., 

                a
                  Delaware corporation

                BENIHANA
                  SUNRISE CORPORATION,

                a
                  Delaware corporation

                BENIHANA
                  TUCSON CORP.,

                a
                  Delaware corporation

                BENIHANA
                  WESTBURY CORP., 

                a
                  Delaware corporation

                BENIHANA
                  WESTWOOD CORP.,

                a
                  Delaware corporation

                BENIHANA
                  WHEELING CORP., 

                a
                  Delaware corporation

                BIG
                  SPLASH KENDALL CORP., 

                a
                  Delaware corporation

                HARU
                  AMSTERDAM AVENUE CORP., 

                a
                  New York corporation

                HARU
                  FOOD CORP., 

                a
                  New York corporation

                HARU
                  GRAMERCY PARK CORP.,

                a
                  New York corporation

                HARU
                  HOLDING CORP., 

                a
                  Delaware corporation

                HARU
                  PARK AVENUE CORP., 

                a
                  Delaware corporation 

                HARU
                  PHILADELPHIA CORP.,

                a
                  Delaware corporation

                HARU
                  PRUDENTIAL CORP.,

                a
                  Delaware corporation

                HARU
                  THIRD AVENUE CORP., 

                a
                  New York corporation

                HARU
                  TOO, INC., 

                a
                  New York corporation

                HARU
                  WALL STREET CORP.,

                a
                  Delaware corporation

                MAXWELL’S
                  INTERNATIONAL INC., 

                a
                  Delaware corporation

                NOODLE
                  TIME, INC., 

                a
                  Florida corporation

                RA
                  AHWATUKEE RESTAURANT CORP.,

                a
                  Delaware corporation

                RA
                  FASHION VALLEY CORP.,

                a
                  Delaware corporation

                RA
                  KIERLAND RESTAURANT CORP., 

                a
                  Delaware corporation

                RA
                  SCOTTSDALE CORP., 

                a
                  Delaware corporation

              

            


    

     

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        2

        
          

        

      

      
        
        

      

    


    
      	 	
              
                
                  RA
                    TEMPE CORP., 

                  a
                    Delaware corporation

                  RA
                    SUSHI BALTIMORE CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI CHICAGO CORP., 

                  a
                    Delaware corporation

                  RA
                    SUSHI CORONA CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI DENVER CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI GLENVIEW CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI HUNTINGTON BEACH CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI HOLDING CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI LAS VEGAS CORP.,

                  a
                    Nevada corporation

                  RA
                    SUSHI LOMBARD CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI MESA CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI PALM BEACH GARDENS CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI SAN DIEGO CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI SOUTH MIAMI CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI TORRANCE CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI TUCSON CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI TUSTIN CORP.,

                  a
                    Delaware corporation

                  RA
                    SUSHI WESTWOOD CORP.,

                  a
                    Delaware corporation

                  RUDY’S
                    RESTAURANT GROUP, INC., 

                  a
                    Nevada corporation

                  TEPPAN
                    RESTAURANTS LTD., 

                  an
                    Oregon corporation

                  THE
                    SAMURAI, INC., 

                  a
                    New York corporation

                

              

            


    

     

    
      	 	 	 
	 	By:  	/s/ Joel A. Schwartz
	 	
              

            
	 	
              Name: Joel
                A. Schwartz

            
	 	Title: President
              of each of the foregoing Guarantors




    [signature
      pages continue]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	 	
              
                
                  BENIHANA
                    LAS COLINAS CORP., 

                  a
                    Texas corporation

                  BENIHANA
                    OF TEXAS, INC., 

                  a
                    Texas corporation

                  BENIHANA
                    WOODLANDS CORP., 

                  a
                    Texas corporation

                  RA
                    HOUSTON CORP.,

                  a
                    Texas corporation

                  RA
                    SUSHI CITY CENTER CORP.,

                  a
                    Texas corporation

                  RA
                    SUSHI PLANO CORP.,

                  a
                    Texas corporation

                

              

            


    

     

    
      	 	 	 
	 	By:  	/s/ Joel A. Schwartz
	 	
              

            
	 	
              Name: Joel
                A. Schwartz

            
	 	Title: Authorized
              Agent of each of the foregoing
              Guarantors


    

     

    
       

      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Accepted
      and agreed to as of the date first above written.

     

    
      	 	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION,

                as
                  Administrative Agent

              

            
	 	 	 
	 	By:  	 
	 	
              

            
	 	
              Name: 

            
	 	Title: