Exhibit 10.9





AGREEMENT





This Agreement (the “Agreement”),
entered into this 4th day of
April 2008, is by and between Carey G. Birmingham, an individual (“Mr.
Birmingham”), and Steven L. White, an individual (“Mr. White”).





Recitals





WHEREAS, Mr. Birmingham is the sole
officer and director of United Restaurant Management, Inc., a Delaware
corporation (the “Company”), a non-operating public shell company;





WHEREAS, Mr. Birmingham is the
principal shareholder of the Company owning, directly or indirectly, 1,663,592
shares, or approximately 93.8%, of the outstanding common stock of the
Company;





WHEREAS, Mr. White desires to assume
control of the Company for the purpose of locating a suitable business
combination for the Company to maximize the value of the Company for its
shareholders; and





WHEREAS, Mr. Birmingham is willing to
relinquish control of the Company to Mr. White pursuant to the terms and
conditions of this Agreement;





NOW, THEREFORE, in consideration of the
mutual terms and conditions of the parties set forth in this Agreement, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties, the parties hereto agree as
follows:





ARTICLE
I


Transaction





1.1           Issuance of
Stock.  At Closing, Mr. Birmingham shall, as the sole director
of the Company, authorize and cause the Company to issue 20,000,000 shares of
its common stock to Mr. White and Mr. White shall pay $20,000 to the Company for
such shares.  Such shares shall be issued pursuant to Rule 506 of
Regulation D and Mr. White shall provide such information and documentation as
shall be reasonably requested by the Company to comply with such exemption from
registration, including, but not limited to, a Subscription Agreement in the
form of Exhibit A attached hereto.





1.2           Appointment to
Board.  Effective immediately following Closing,
Mr. Birmingham shall increase the number of directors of the Company to two
persons and shall appoint Mr. White as a director to fill the vacancy created by
the increase in the number of directors as provided in the form of unanimous
written consent by the Board of Directors of the Company (the “Written Consent”)
attached hereto as Exhibit B-1.  Immediately upon acceptance by Mr.
White as a director of the Company, Mr. Birmingham shall resign as a director
and officer
of the Company as provided in the form of resignation (the “Resignation”)
attached hereto as Exhibit B-2.  Prior to Closing, Mr. Birmingham
shall have the right to request information evidencing Mr. White’s
qualifications to become a director and take control of the
Company.


















1.3           Sale of
Shares.  At closing, Mr. White shall provide to Mr. Birmingham
referrals of persons to whom Mr. Birmingham may sell the first 800,000 of the
1,600,000 shares owned directly or indirectly by him (the “Birmingham
Shares”).  If Mr. Birmingham decides to sell such shares to such
referrals, he shall sell 800,000 of the Birmingham Shares for an aggregate of
$50,000.  Upon receipt of such $50,000, Mr. Birmingham agrees
unconditionally to sell the remaining 800,000 shares to persons referred to him
by Mr. White at the following times and for the following designated
amounts:





a.           An
aggregate of 400,000 of the Birmingham Shares for $100,000 not later than ten
(10) business days following the date upon which the common stock of the Company
is approved for quotation on the OTC Bulletin Board; provided that Mr.
Birmingham agrees to sell such shares at an earlier date if Mr. White provides
referrals to him for such sales; and





b.           An
aggregate of 400,000 of the Birmingham Shares for $100,000 not later than ten
(10) business days following the date upon which the Company closes a reverse
acquisition with an operating entity, but in no event later than one year from
the date of obtaining a trading symbol as provided in Section 1.3(a) above;
provided that Mr. Birmingham agrees to sell such shares at an earlier date if
Mr. White provides referrals to him for such sales.





Following the receipt by Mr. Birmingham
of the $50,000 as set forth above, if the remaining 800,000 shares are not
purchased as provided herein, the $50,000 shall be retained by Mr. Birmingham as
liquidated damages and the following shall occur:  (i) the
certificates representing the Birmingham Shares shall be returned to Mr.
Birmingham; (ii) Mr. White shall appoint Mr. Birmingham as a director and shall
immediately resign as a director and officer of the Company as provided in the
form of the written consent and resignation set forth in Exhibit C attached
hereto (iii) Mr. White shall cancel the 20,000,000 shares issued pursuant to
Section 1.1 above; and (iv) any amount received by Mr. Birmingham in excess of
the $50,000 shall be returned to the purchasers pro rata.





The purchase price for the Birmingham
shares shall be placed in escrow and released pursuant to the terms of the
Escrow Agreement.





1.4           General Release and
Forgiveness of Debt.  Mr. Birmingham shall execute and deliver
a general release and forgiveness of debt document (the “Release Document”), in
the form set forth in Exhibit D attached hereto, which document shall forgive
all debts owed by the Company to, or obligations of the Company to, Mr.
Birmingham and any affiliated entities.  The Release Document shall be
held pursuant to the terms of the Escrow Agreement.  The Release
Document shall be effective immediately upon, but shall not be released until,
rec eipt by
Mr. Birmingham of the $50,000 as set forth in Section 1.3 above.








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1.5           Payment of Company
Debts.  Mr. Birmingham shall pay all outstanding debts of the
Company owed to third parties through the Closing Date and not otherwise
satisfied by the Release Document, except for those debts or obligations set
forth in Schedule 1.5 attached hereto, which debts and obligations shall remain
the obligation of the Company.  At Closing Mr. Birmingham shall
provide reasonable evidence of payment of such debts and satisfaction of such
obligations.





1.6           Termination of
Agreement.  On or before the Closing, Mr. Birmingham shall
obtain the termination of the Agreement dated September 24, 2007, between him
and Mastodon Ventures, Inc. (the “Mastodon Agreement”), in the form of
termination agreement set forth in Exhibit E attached hereto (the “Termination
Agreement”), subject only to payment of $25,000, which Mr. Birmingham agrees to
authorize for release pursuant to the Escrow Agreement from the first $50,000
received from the sale of the Birmingham Shares as set forth in Section 1.3
above.





1.7           Cancellation of
Warrants.  Prior to or at Closing, Mr. Birmingham shall cancel
each of the 30,000 warrants held by him (the “Birmingham Warrants”) and shall
provide evidence of such cancellation at Closing.





1.8           Escrow of Funds, Shares, and
Documents.  Prior to or at Closing Mr. White shall cause to be
deposited $50,000 in escrow for the purchase of the Birmingham Shares as provide
in Section 1.3 above.  Such funds shall be held in escrow pursuant to
the terms of the Escrow Agreement, a copy of which is attached hereto as Exhibit
F (the “Escrow Agreement”) and shall be released immediately upon receipt of
notification of Mr. Birmingham’s decision to sell the Birmingham
Shares.  In addition, prior to or at Closing, Mr. White shall deposit
the stock certificate representing the 20,000,000 shares issued pursuant to
Section 1.1 above, which shall be held pursuant to the terms of the Escrow
Agreement in the event that the purchase price for the Birmingham shares is not
paid as provided in Section 1.3 above.  In addition, prior to or at
Closing, Mr. Birmingham shall deposit the stock certificates representing the
Birmingham Shares, together with signature guaranteed stock powers therefor, to
be held in escrow pursuant to the terms of the Escrow Agreement.





ARTICLE
II


Closing





2.1           Closing
Date.  The closing of this Agreement (the “Closing”) shall take
place at the law offices of counsel for Mr. White, Ronald N. Vance, P.C., 1656
Reunion Avenue, Suite 250, South Jordan, Utah at 10:00 a.m., mountain time, on
April 16, 2008, or as soon as practicable after the satisfaction or waiver of
the conditions set forth in ARTICLE V of this Agreement, or such other date,
time and place as each of the parties hereto may otherwise agree in writing (the
“Closing Date”).  The parties are not required to attend the Closing
in person but may be permitted to participate in the Closing by telephone,
provided that the Closing documents and other items are delivered at or prior to
Closing.  Documents or funds provided prior to the Closing shall be
held in trust by counsel for Mr. White Agreement until delivered at
Closing.








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2.2           Deliveries upon
Closing.  Prior to or at Closing the parties shall deliver or
cause to be delivered the following documents or other items:





a.           Mr.
Birmingham shall deliver the following to Mr. White or to the Escrow Agent, as
applicable:





i.
            A
      stock certificate representing the 20,000,000 shares issued to Mr. White
      pursuant to Section 1.1 above for delivery to the escrow agent as provide
      in the Escrow Agreement;





ii.
            A
      copy of the Subscription Agreement as set forth in Exhibit A, duly
      accepted by the Company;





iii.
            The
      duly executed Written Consent and Resignation as set forth in Exhibits B-1
      and B-2;





iv.
            The
      duly executed Release Document as set forth in Exhibit
  D;





v.
            The
      duly executed Termination Agreement as set forth in Exhibit
    E;





vi.
            A
      copy of the Escrow Agreement as set forth in Exhibit F duly executed by
      Mr. Birmingham;





vii.
            The
      stock certificates representing the Birmingham Shares, together with an
      equal number of duly executed stock powers, to be delivered to the Escrow
      Agent as provided in the Escrow
Agreement;





viii.
            Evidence
      of cancellation of the Birmingham
Warrants;





ix.
            All
      the corporate and accounting books and records of the Company;
      and





x.
            Such
      other documents or items reasonably requested by Mr.
  White.





b.           Mr.
White shall deliver the following documents or funds to Mr. Birmingham or to the
Escrow Agent, as applicable:





i.
            The
      duly executed Subscription Agreement as set forth in Exhibit
      A;





ii.
            Immediately
      available funds representing the $20,000 payable to the Company for the
      purchase of the 20,000,000 shares as provided in Section 1.1
      above;










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iii.           A
copy of the Escrow Agreement as set forth in Exhibit F duly executed by Mr.
White and the escrow agent designated therein;





iv.
            Evidence
      of the deposit of $50,000 with the Escrow Agent pursuant to the Escrow
      Agreement;





v.
            Evidence
      of the deposit of a duly executed and signature guaranteed stock power for
      the 20,000,000 shares;





vi.
            Evidence
      of deposit pursuant to the Escrow Agreement of a duly executed written
      consent and resignation as set forth in Exhibit C;
  and





vii.
            Such
      other documents or items reasonably requested by Mr.
      Birmingham.





ARTICLE
III


Representations
and Warranties of Mr. Birmingham





Mr. Birmingham represents and warrants
to Mr. White as follows:





3.1           Ownership of
Stock.  He is the beneficial owner and holder of the Birmingham
Shares and, except for the  Mastodon Agreement, such shares are owned
free and clear of all liens, encumbrances, charges and assessments of every
nature and subject to no restrictions with respect to
transferability.  Mr. Birmingham has full power and authority to
dispose, assign, and transfer the Birmingham Shares in accordance with the terms
hereof.  Except as provided in this Agreement, there are no
outstanding options, contracts, calls, commitments, agreements or demands of any
character relating to the Birmingham Shares.





3.2           Due
Incorporation.  The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware,
with all requisite power and authority to own, lease and operate its properties
and to carry on its businesses as they are now being owned, leased, operated and
conducted.  The Company has no subsidiaries.





3.3           Capitalization.   The
entire authorized capital stock of the Company consists of 110,000,000 shares,
of which 100,000,000 are designated as common shares and of which 1,774,283 are
issued and outstanding, and 10,000,000 authorized preferred shares, none of
which are outstanding (the “Company Shares”).  No Company Shares are
held in treasury.  All of the issued and outstanding Company Shares
have been duly authorized, are validly issued, fully paid, and
non-assessable.  There are no outstanding or authorized options,
warrants (except for the Birmingham Warrants to be cancelled at Closing),
purchase rights, subscription rights, conversion rights, exchange rights, or
other contracts or commitments that could require the Company to issue, sell, or
otherwise cause to become outstanding any of its capital stock.  Other
than the Company Shares, there are no outstanding or authorized stock
appreciation, phantom stock, profit participation, or similar rights with
respect to the Company.  To the knowledge and reasonable belief of Mr.
Birmingham, there are no voting
trusts, proxies, or other agreements or understandings with respect to the
voting of the capital stock of the Company.










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3.4           Financial
Statements.  The Company’s financial statements for the years
ended December 31, 2007 and 2006, copies of which have been furnished to Mr.
White (the “Company Financial Statements”), have been prepared from, are in
accordance with, and accurately reflect the books and records of the Company,
and have been prepared in accordance with U.S. GAAP applied on a consistent
basis during the periods involved (except as may be stated in the notes
thereto), and fairly present the financial position and the results of
operations and cash flows of the Company as of the times and for the periods
referred to therein.  The Company Financial Statements do not reflect
any transactions which are not bona fide transactions and do not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements contained therein, in light of the circumstances in which
they were made, not misleading.  The Company Financial Statements make
full and adequate disclosure of, and provision for, all obligations and
liabilities of the Company as of the times and for the periods referred to
therein; provided that no provision for any adjustments have been made in the
financial statements that might result from the failure of the Company as a
“going concern.”





3.5           No Adverse
Effect.  Except as reflected in the Company Financial
Statements, since December 31, 2007, the Company has not suffered any material
adverse effect.  For purposes of this Agreement, “material adverse
effect” shall mean any change or effect that is, or is reasonably likely to be,
materially adverse to the business, assets and liabilities (taken together),
financial condition or operations or results of operations of the
Company.





3.6           Taxes.  All
federal, state, foreign, county, and local income, withholding, profits,
franchise, occupation, property, sales, use, gross receipts and other taxes
(including any interest or penalties relating thereto) and assessments which are
due and payable have been duly reported, fully paid and discharged as reported
by the Company, and there are no unpaid taxes which are, or could become a lien
on the properties and assets of the Company, except as provided for in the
Company Financial Statements, or have been incurred in the normal course of
business of the Company since that date.  All tax returns of any kind
required to be filed have been filed and the taxes paid, except for the year
ended December 31, 2007.  There are no disputes as to taxes of any
nature payable by the Company.





3.7           Litigation.  To
the best knowledge and reasonable belief of Mr. Birmingham, there are no legal,
administrative or other proceedings, investigations or inquiries, product
liability or other claims, judgments, injunctions or restrictions, either
threatened, pending, or outstanding against or involving the Company, or its
assets, properties, or business, nor does Mr. Birmingham know, or have
reasonable grounds to know, of any basis for any such proceedings,
investigations or inquiries, product liability or other claims, judgments,
injunctions or restrictions.  In addition, there are no material
proceedings existing, pending or reasonably contemplated to which any officer,
director, or affiliate of the Company is a party adverse to the Company or has a
material interest adverse to the Company.





3.8           SEC
Filings.  As of their respective filing dates, each and every
filing made by the Company with the Securities and Exchange Commission (the
“SEC”) complied as to form in all material
respects with the applicable requirements of the Exchange Act and the Securities
Act, to the knowledge of Mr. Birmingham did not contain a misstatement of a
material fact or an omission of a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading as of the time such documents were filed
and were timely filed with the SEC.  There is no other document or
report required to be filed by the Company with the SEC that has not been filed
and, with the exception of the transactions contemplated hereby, no event or
transaction has occurred or is presently contemplated which is required to be
disclosed by the Company in any filing with the SEC.










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3.9           Undisclosed
Liabilities.  The Company has no material liability (whether
known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
and whether due or to become due, including any liability for taxes), except for
liabilities set forth on the face of the balance sheet included with the Company
Financial Statements (rather than in any notes thereto), except as set forth in
Schedule 3.9 attached hereto.





3.10         Legal
Compliance.  The Company has complied with all applicable laws
(including rules, regulations, codes, plans, injunctions, judgments, orders,
decrees, rulings, and charges thereunder) of federal, state, local, and foreign
governments (and all agencies thereof), and no action, suit, proceeding,
hearing, investigation, charge, complaint, claim, demand, or notice has been
filed or commenced against any of them alleging any failure so to comply, except
where the failure to comply would not have a material adverse
effect.





3.11         Issuance of
Shares.  The 20,000,000 shares of common stock of the Company
to be issued to Mr. White upon receipt of the $20,000 as provided in Section 1.1
hereof, shall be deemed legally issued, fully paid and non-assessable
outstanding shares of the Company.





3.12         Full
Disclosure.  No representation or warranty by the Company
contained in this Agreement contains any untrue statement of material fact or
omits to state a material fact necessary, in light of the circumstances under
which it was made, to make any of the representations and warranties therein not
misleading.





ARTICLE
IV


Covenants





4.1           Access to
Information.  Mr. White and his authorized representatives
shall have full access during normal business hours to all properties, books,
records, contracts, and documents of the Company, and Mr. Birmingham shall cause
the Company to furnish or cause to be furnished to Mr. White and his authorized
representatives all information with respect to its affairs and business as Mr.
White may reasonably request.  Mr. White shall hold, and shall cause
his representatives to hold confidential, all such information and documents,
other than information that (i) is in the public domain at the time of its
disclosure to Mr. White; (ii) becomes part of the public domain after disclosure
through no fault of Mr. White; (iii) is known to Mr. White prior to disclosure;
or (iv) is disclosed in accordance with the written consent of Mr.
Birmingham.  In the event this Agreement is terminated prior to
Closing, Mr. White shall, upon the written request of Mr. Birmingham, promptly
return all copies of all documentation and information provided by the Company
hereunder.










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4.2           Actions Prior to
Closing.  From and after the date of this Agreement and until
the Closing Date, Mr. White shall cause the Company to carry on its business
substantially in the same manner as heretofore, without any material changes to
the Company.





4.3           Publicity.  The
parties agree that no publicity, release, or other public announcement
concerning this Agreement or the transactions contemplated by this Agreement
shall be issued by any party hereto without the advance approval of both the
form and substance of the same by the other parties and their counsel, which
approval, in the case of any publicity, release, or other public announcement
required by applicable law, shall not be unreasonably withheld or
delayed.





4.4           Expenses.  Each
party to this Agreement shall bear his own respective expenses incurred in
connection with the negotiation and preparation of this Agreement, in the
consummation of the transactions contemplated hereby, and in connection with all
duties and obligations required to be performed by each of them under this
Agreement.





4.5           Brokerage.  Each
of the parties hereto represents that he has had no dealings in connection with
this transaction with any finder or broker who will demand payment of any fee or
commission from the other party.





4.6           SEC
Filings.  Mr. Birmingham shall cause the Company to file all
periodic and current reports required to be filed with the SEC for all periods
after execution of this Agreement through the Closing Date.





4.7           Birmingham
Shares.  From the date of this Agreement until the sale of all
of the Birmingham Shares by Mr. Birmingham as provided in Section 1.3 above, Mr.
Birmingham shall not otherwise bargain, sell, or encumber, or grant any other
right to purchase, such shares in any manner.





4.8           Bank
Accounts.  Prior to Closing Mr. Birmingham shall cause the
Company to use any remaining funds in its bank accounts to pay any outstanding
payables and thereafter to close such bank accounts.





4.9           Further
Assurances.  At any time, and from time to time, after the date
and Closing of this Agreement, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to confirm or perfect title to any property interests transferred
hereunder or otherwise to carry out the intent and purposes of this
Agreement.





4.10         Mutual
Indemnification.  Mr. Birmingham shall indemnify Mr. White for
any loss, cost, expense, or other damage (including, without limitation,
attorneys’ fees and expenses) suffered by him resulting from, arising out of, or
incurred with respect to the falsity or the breach of any
representation, warranty, or covenant made by Mr. Birmingham herein, and any
claims arising from the operations of the Company prior to the Closing
Date.  Mr. White shall indemnify and hold Mr. Birmingham harmless from
and against any loss, cost, expense, or other damage (including, without
limitation, attorneys’ fees and expenses) resulting from, arising out of, or
incurred with respect to, or alleged to result from, arise out of or have been
incurred with respect to, the falsity or the breach of any representation,
covenant, warranty, or agreement made by Mr. White herein, and any claims
arising from the operations of the Company following the Closing
Date.  The indemnity agreement contained herein shall remain operative
and in full force and effect, regardless of any investigation made by or on
behalf of any party and shall survive the consummation of the transactions
contemplated by this Agreement for a period of two years from the date of this
Agreement.










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ARTICLE
V


Conditions
to Obligations to Close





5.1           Conditions Precedent to Mr.
White’s Obligations.  The obligations of Mr. White under this
Agreement are subject to the satisfaction (or waiver by Mr. White) of the
following conditions precedent on or before the Closing Date:





a.           Representations and
Warranties.  Without supplementation after the date of this
Agreement, the representations and warranties of Mr. Birmingham contained in
this Agreement shall be, with respect to those representations and warranties
qualified by any materiality standard, true and correct in all respects, as of
the Closing Date, and with respect to all other representations and warranties,
true and correct in all material respects, as of the Closing Date, with the same
force and effect as if made as of the Closing Date.





b.           Compliance with Agreements
and Covenants.  Mr. Birmingham shall have performed and
complied in all material respects with all of his covenants, obligations and
agreements contained in this Agreement to be performed and complied with by it
on or prior to the Closing Date.





c.           Documents.  Mr.
White shall have received all of the agreements, documents and items specified
in Section 2.2(a) hereof.





d.           No Material Adverse
Change.  At the Closing Date, there shall have been no material
adverse change in the assets, liabilities, financial condition, capitalization,
or business of the Company since December 31, 2007.  Between the date
of this Agreement and the Closing Date, there shall not have occurred an event
that would reasonably be expected to constitute a material adverse
effect.





e.           Actions or
Proceedings.  No action or proceeding by any governmental
authority or other person shall have been instituted or threatened which: (a) is
likely to have a material adverse effect; or (b) could enjoin, restrain or
prohibit, or could result in substantial damages in respect of, any provision of
this Agreement or the consummation of the transactions contemplated
hereby.








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f.           Company Indebtedness and
Outstanding Agreements.  On the Closing Date, all of the
Company’s debts, accounts payables and liabilities, wither contingent or
otherwise, shall be paid or satisfied in full, except as set forth in Schedule
1.5 hereof.  Except for this Agreement and as expressly disclosed
herein, on the Closing Date the Company will not be a party to any material
agreement.





g.           No Shareholder Vote of the
Company Required.  The transactions contemplated under this
Agreement will not require the approval of the Company’s
shareholders.





5.2           Conditions Precedent to Mr.
Birmingham’s Obligations.  The obligations of Mr. Birmingham
under this Agreement are subject to the satisfaction (or waiver by Mr.
Birmingham) of the following conditions precedent on or before the Closing
Date:





a.           Representations and
Warranties.  Without supplementation after the date of this
Agreement, the representations and warranties of Mr. White contained in this
Agreement shall be, with respect to those representations and warranties
qualified by any materiality standard, true and correct in all respects, as of
the Closing Date, and with respect to all other representations and warranties,
true and correct in all material respects, as of the Closing Date, with the same
force and effect as if made as of the Closing Date.





b.           Compliance with Agreements
and Covenants.  Mr. White shall have performed and complied in
all material respects with all of his covenants, obligations and agreements
contained in this Agreement to be performed and complied with by it on or prior
to the Closing Date.





c.           Documents.  Mr.
Birmingham shall have received all of the agreements, documents and items
specified in Section 2.2(b) hereof.





d.           Actions or
Proceedings.  No action or proceeding by any governmental
authority or other person shall have been instituted or threatened which: (a) is
likely to have a material adverse effect; or (b) could enjoin, restrain or
prohibit, or could result in substantial damages in respect of, any provision of
this Agreement or the consummation of the transactions contemplated
hereby.





ARTICLE
VI


Termination





6.1           Method of
Termination.  This Agreement may be terminated at any time
prior to Closing as follows:


a.
                by
      mutual written consent of the parties
hereto;







b.           by
Mr. Birmingham if (i) there has been a material misrepresentation, breach of
warranty, or breach of covenant by Mr. White under this Agreement, or (ii) any
of the conditions precedent of Closing set forth in Section 6(b) have not been
met on or before the Closing
Date, and, in each case, Mr. Birmingham is not then in material default of its
obligations hereunder; or










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d.           by Mr. White
if (i) there has been a material misrepresentation, breach of warranty, or
breach of covenant by Mr. Birmingham under this Agreement, or (ii) any of the
conditions precedent of Closing set forth in Section 5(a) have not been met on
or before the Closing Date, and, in each case, the Mr. White Company is not then
in material default of its obligations hereunder





6.2           Waiver.  Any
term or provision of this Agreement may be waived in writing at any time by the
party or parties entitled to the benefits thereof.  Any waiver
effected pursuant to this Section 6.2 shall be binding upon all parties
hereto.





ARTICLE
VII


Miscellaneous
Provisions





7.1           Notices.  All
notices, requests, demands, and other communications required to or permitted to
be given under this Agreement shall be in writing addressed to the other party
at the address set forth below (or at such other address or facsimile number as
shall be designated by any party hereto in written notice to the other party
hereto delivered pursuant to this Section) and shall be conclusively deemed to
have been duly given when:





(a)           Hand-delivered
to the other party;





(b)           Received
when sent by facsimile at the number set forth below;





(c)           The next
business day after same have been deposited with a national overnight delivery
service, shipping prepaid, addressed to the party as set forth below with
next-business day delivery guaranteed, provided that the sending party receives
a confirmation of delivery from the delivery service provider; or





(d)           Three
business days after mailing if mailed from within the continental United States
by registered or certified mail, postage prepaid, return receipt requested,
addressed to the parties as set forth below.





Carey
      G. Birmingham20022
      Creek FarmSan
      Antonio, TX  78259Fax:Steven
      L. White899
      South Artistic CircleSpringville,
      UT  84663Fax:  (801)
      489-6734










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7.2           Default.  If
any legal action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement,
the successful or prevailing party or parties will be entitled to recover
reasonable attorneys’ fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be
entitled.





7.3           Governing Law and
Venue.  This Agreement and the rights and duties of the parties
hereto shall be construed and determined in accordance with the laws of the
State of Utah (without giving effect to any choice or conflict of law
provisions), and any and all actions to enforce the provisions of this Agreement
shall be brought in a court of competent jurisdiction in the County of Salt
Lake, State of Utah, and in no other place.





7.4           Partial
Invalidity.  If any term of this Agreement shall be held to be
invalid or unenforceable, such term shall be deemed to be severable and the
validity of the other terms of this Agreement shall in no way be affected
thereby.





7.5           Survival of Covenants,
Etc.  All covenants, representations and warranties made herein
shall survive the making of this Agreement and shall continue in full force and
effect for a period of one year from the date of this Agreement, at the end of
which period no claim may be made with respect to any such covenant,
representation, or warranty unless such claim shall have been asserted in
writing to the other party during such period.





7.6           Entire
Agreement.  This Agreement constitutes the entire understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all negotiations, representations, prior discussions, and preliminary
agreements between the parties hereto relating to the subject matter of this
Agreement.





7.7           Binding on
Successors.  This Agreement will be binding on, and will inure
to the benefit of, the parties and to their respective heirs, legal
representatives, successors, and assigns.





7.8           Headings.  The
descriptive headings of the various sections and or parts of this Agreement are
for convenience only and shall not affect the meaning or construction of any of
the provisions hereof.





7.9           Interpretation of
Agreement.  This Agreement shall be interpreted and construed
as if equally drafted by both parties hereto.





7.10         Exhibits and
Schedules. Each of the exhibits and schedules referenced in this
Agreement is annexed hereto and is incorporated herein by this reference and
expressly made a part hereof.





7.11         Counterparts; Facsimile
Execution.  This Agreement may be executed in any number of
counterparts and all such counterparts taken together shall be deemed to
constitute one instrument.  Delivery of an executed counterpart of
this Agreement by facsimile or email shall be equally as effective as delivery
of a manually executed counterpart of this Agreement.










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7.12           Full
Knowledge.  By their signatures, the parties acknowledge that
they have carefully read and fully understand the terms and conditions of this
Agreement, that each party has had the benefit of counsel, or has been advised
to obtain counsel, and that each party has freely agreed to be bound by the
terms and conditions of this Agreement.





IN WITNESS WHEREOF, each of the parties
has executed this Agreement on the day and year first written
above.











/s/ Carey G.
      BirminghamCarey
      G. Birmingham/s/ Steven L.
      WhiteSteven
      L. White












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Exhibit D




General
Release and Debt Forgiveness
 
 
 For
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Carey G. Birmingham, an individual, for himself and for any entity
owned or controlled by him (“Releasor”), does hereby remise, release, and
forever discharge United Restaurant Management, Inc., a Delaware
corporation  (“Releasee”), of and from all, and all manner of,
actions, causes of action, suits, proceedings, debts, dues, contracts,
judgments, damages, claims, and demands whatsoever in law or equity, which
Releasor ever had, now has, or which Releasor’s heirs, executors, administrators
or personal representatives hereafter can, shall, or may have for or by reason
of any matter, cause, or thing whatsoever, from the beginning of time to the
date of the execution of this release.
 
 In addition, for valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Releasor hereby forgives and discharges any and all monies due and payable by
the Releasee to Releasor, including, but not limited to, funds provided to the
Releasee by the Releasor pursuant to the line of credit furnished by the
Releasor to the Releasee.
 
 Date:  April
11, 2008
 
 /s/
      Carey G. BirminghamCarey
      G. Birmingham
 Witnessed:
 
 
 
 
 /s/
      Lisa StewartSignatureName:
      Lisa Stewart
 
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