EXECUTION
      COPY

     

    PURCHASE
      AND SALE AGREEMENT

     

    by
      and among

     

    OREGANO’S
      REAL ESTATE HOLDINGS LLC,

     

    MARK
      S. RUSSELL

     

    and

     

    CITY
      SURF MANAGEMENT GROUP, LLC

     

    dated
      as of

     

    June
      19 , 2008

     

    


    



    
      
        
          Oregano
            Real Estate Purchase Agreement.DOC 

           

        

        
        

      

      
        1

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

     

    Page

     

    
      	
              ARTICLE
                1

            
	
              PURCHASE
                AND SALE

            
	
              Section
                1.1

            	
              The
                Property

            	
              1

            
	 	 	 
	
              ARTICLE
                2

            
	
              SALE
                AND PURCHASE

            
	
              Section
                2.1

            	
              Sale
                and Purchase

            	
              3

            
	
              Section
                2.2

            	
              Purchase
                Price

            	
              3

            
	
              Section
                2.3

            	
              Real
                Estate Adjustment Amount.

            	
              3

            
	
              Section
                2.4

            	
              Holdback
                Amount; Payment of Holdback Amount

            	
              4

            
	 	 	 
	
              ARTICLE
                3

            
	
              COMPLETION
                OF SALE

            
	
              Section
                3.1

            	
              Place
                and Date

            	
              4

            
	 	 	 
	
              ARTICLE
                4

            
	
              TITLE
                TO THE PROPERTY

            
	
              Section
                4.1

            	
              Real
                Property

            	
              5

            
	
              Section
                4.2

            	
              Personal
                Property

            	
              5

            
	
              Section
                4.3

            	
              Contracts

            	
              5

            
	
              Section
                4.4

            	
              Permits

            	
              5

            
	 	 	 
	
              ARTICLE
                5

            
	
              REVIEW
                OF THE PROPERTY

            
	
              Section
                5.1

            	
              Delivery
                of Documents

            	
              5

            
	
              Section
                5.2

            	
              Access
                for Review

            	
              6

            
	
              Section
                5.3

            	
              Property
                Approval Period

            	
              6

            
	
              Section
                5.4

            	
              Survey

            	
              6

            
	
              Section
                5.5

            	
              Title
                and Survey Review

            	
              7

            
	 	 	 
	
              ARTICLE
                6

            
	
              REPRESENTATIONS
                AND WARRANTIES

            
	
              Section
                6.1

            	
              Seller
                and Russell

            	
              8

            
	
              Section
                6.2

            	
              Buyer

            	
              12

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
      	
              ARTICLE
                7

            
	
              COVENANTS

            
	
              Section
                7.1

            	
              Certain
                Covenants and Agreements

            	
              13

            
	
              Section
                7.2

            	
              Casualty
                Damage

            	
              15

            
	
              Section
                7.3

            	
              Eminent
                Domain

            	
              15

            
	
              Section
                7.4

            	
              Commercially
                Reasonable Efforts

            	
              15

            
	
              Section
                7.5

            	
              Fees
                and Expenses

            	
              16

            
	
              Section
                7.6

            	
              Russell
                and Seller Actions

            	
              16

            
	
              Section
                7.7

            	
              Public
                Announcements

            	
              16

            
	 	 	 
	
              ARTICLE
                8

            
	
              CONDITIONS
                PRECEDENT

            
	
              Section
                8.1

            	
              Conditions
                to Obligations of Each Party

            	
              17

            
	
              Section
                8.2

            	
              Conditions
                to Obligations of Seller

            	
              17

            
	
              Section
                8.3

            	
              Conditions
                to the Obligations of Buyer

            	
              18

            
	 	 	 
	
              ARTICLE
                9

            
	
              INDEMNIFICATION

            
	
              Section
                9.1

            	
              Indemnification

            	
              19

            
	
              Section
                9.2

            	
              Offset
                Rights.

            	
              23

            
	
              Section
                9.3

            	
              Resolution
                of Claims

            	
              23

            
	 	 	 
	
              ARTICLE
                10

            
	
              CLOSING
                AND TERMINATION

            
	
              Section
                10.1

            	
              Procedure

            	
              24

            
	
              Section
                10.2

            	
              Possession

            	
              24

            
	
              Section
                10.3

            	
              Closing
                Costs

            	
              25

            
	
              Section
                10.4

            	
              Prorations

            	
              25

            
	
              Section
                10.5

            	
              Termination

            	
              25

            
	
              Section
                10.6

            	
              Effect
                of Termination

            	
              26

            
	 	 	 
	
              ARTICLE
                11

            
	
              DEFINITIONS
                AND USAGE

            
	
              Section
                11.1

            	
              Defined
                Terms

            	
              26

            


    

     

    
      
        
        

      

      
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              ARTICLE
                12

            
	
              GENERAL

            
	
              Section
                12.1

            	
              Notices

            	
              28

            
	
              Section
                12.2

            	
              Governing
                Law; Consent to Jurisdiction and Waiver of Jury Trial

            	
              29

            
	
              Section
                12.3

            	
              Counterparts;
                Facsimile Signatures

            	
              30

            
	
              Section
                12.4

            	
              Entire
                Agreement; Third Party Beneficiaries

            	
              30

            
	
              Section
                12.5

            	
              Severability

            	
              30

            
	
              Section
                12.6

            	
              Assignment

            	
              30

            
	
              Section
                12.7

            	
              Amendment

            	
              30

            
	
              Section
                12.8

            	
              Extension;
                Waiver

            	
              31

            
	
              Section
                12.9

            	
              Specific
                Performance

            	
              31

            
	
              Section
                12.10

            	
              No
                Strict Construction

            	
              31

            


    


    Exhibit
      A
      Legal Descriptions

    Exhibit
      B
      Personal Property

    Exhibit
      C
      Contracts

    Exhibit
      D
      Permits

    Exhibit
      E
      Special Warranty Deed

    Exhibit
      F
      Certificate of Non-Foreign Status

    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    EXECUTION
      COPY

    
      
        
          

            


            PURCHASE
              AGREEMENT

             

            This
              PURCHASE AND SALE AGREEMENT (including the Exhibits and Schedules attached
              hereto, this “Agreement”) is made and entered into as of June 19, 2008 by and
              among Oregano’s Real Estate Holdings LLC, a Delaware limited liability company
              (“Buyer”),
              Mark
              S. Russell (“Russell”)
              and
              City Surf Management Group, LLC, an Arizona limited liability company
              (“Seller”).
              Capitalized terms used in this Agreement are defined or otherwise referenced
              in
              Article 11 of this Agreement.

             

            W
              I T N E
              S S E T H:

             

            WHEREAS,
              Russell owns 100% of the ownership interest in Seller;

             

            WHEREAS,
              the Seller owns, or will at Closing own, all of the Property; 

             

            WHEREAS,
              concurrently with the execution and delivery of this Agreement and
              as a
              condition and further inducement to Buyer’s willingness to enter into this
              Agreement, Russell has delivered to Buyer an executed copy of the Merger
              Agreement; and

             

            WHEREAS,
              Seller desires to sell, convey, transfer, assign and deliver to Buyer,
              and Buyer
              desires to purchase and accept from Seller, all of the Property, all
              as herein
              provided and on the terms and conditions hereinafter set forth.

             

            NOW,
              THEREFORE, BE IT RESOLVED, that, in consideration of the mutual representations,
              warranties, covenants and agreements and subject to the conditions
              herein
              contained, the parties hereto agree as follows:

             

            ARTICLE
              1

             

            PURCHASE
              AND SALE

             

            Section
              1.1 The
              Property.
              Seller
              agrees to sell to Buyer and Buyer agrees to purchase from Seller, in
              accordance
              with this Agreement, all Seller’s right, title and interest in and to the
              following property (collectively the “Property”):

             

            


            
              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

             

            (a) All
              that
              certain real property and improvements described as follows: (i) the
              real
              property, having the address of 4900
              E. Speedway Road, Tucson, Arizona,
              as more
              specifically described in the attached Exhibit A-1, together with all
              buildings,
              structures, improvements, machinery, fixtures and equipment affixed
              or attached
              to such real property and all easements and rights appurtenant to such
              real
              property (all such real property, buildings, structures, improvements,
              machinery, fixtures, equipment, easements and rights are collectively
              the
“Tucson
              Real Property”);
              (ii)
              the real property, having the address of 328
              N. Gilbert Road, Gilbert, Arizona,
              as more
              specifically described in the attached Exhibit A-2, together with all
              buildings,
              structures, improvements, machinery, fixtures and equipment affixed
              or attached
              to such real property and all easements and rights appurtenant to such
              real
              property (all such real property, buildings, structures, improvements,
              machinery, fixtures, equipment, easements and rights are collectively
              the
“Gilbert
              Real Property”);
              (iii)
              the real property, having the address of 1130
              S. Dobson Road, Mesa, Arizona,
              as more
              specifically described in the attached Exhibit A-3, together with all
              buildings,
              structures, improvements, machinery, fixtures and equipment affixed
              or attached
              to such real property and all easements and rights appurtenant to such
              real
              property (all such real property, buildings, structures, improvements,
              machinery, fixtures, equipment, easements and rights are collectively
              the
“Mesa
              Real Property”);
              (iv)
              the real property, having the address of 523
              W. University, Tempe, Arizona,
              as more
              specifically described in the attached Exhibit A-4, together with all
              buildings,
              structures, improvements, machinery, fixtures and equipment affixed
              or attached
              to such real property and all easements and rights appurtenant to such
              real
              property (all such real property, buildings, structures, improvements,
              machinery, fixtures, equipment, easements and rights are collectively
              the
“Tempe
              Real Property”);
              (v)
              the real property, having the address of 1008
              E. Camelback Road, Phoenix, Arizona,
              as more
              specifically described in the attached Exhibit A-5, together with all
              buildings,
              structures, improvements, machinery, fixtures and equipment affixed
              or attached
              to such real property and all easements and rights appurtenant to such
              real
              property (all such real property, buildings, structures, improvements,
              machinery, fixtures, equipment, easements and rights are collectively
              the
“Camelback
              Real Property”);
              (vi)
              the real property, having the address of 2620
              E. Baseline Road, Phoenix, Arizona,
              as more
              specifically described in the attached Exhibit A-6, together with all
              buildings,
              structures, improvements, machinery, fixtures and equipment affixed
              or attached
              to such real property and all easements and rights appurtenant to such
              real
              property (all such real property, buildings, structures, improvements,
              machinery, fixtures, equipment, easements and rights are collectively
              the
“Baseline
              Real Property”);
              and
              (vii) the leasehold interest in the real property located at 605
              W. Riordan Road, Flagstaff, Arizona,
              as more
              specifically described in the attached Exhibit A-7, together with all
              buildings,
              structures, improvements, machinery, fixtures and equipment affixed
              or attached
              to such real property (all such leasehold interest in the real property,
              buildings, structures, improvements, machinery, fixtures, equipment,
              easements
              and rights are collectively the “Flagstaff
              Property”).
              The
              Tucson Real Property, the Gilbert Real Property, the Mesa Real Property,
              the
              Tempe Real Property, the Camelback Real Property, the Baseline Real
              Property,
              the Tempe Real Property and the Flagstaff Property are hereinafter
              collectively
              referred to as the “Real
              Property”.

             

            (b) Seller’s
              interest in all tangible and intangible personal property associated
              with the
              Real Property (the “Personal
              Property”);

             

            (c) Seller’s
              interest in all material contracts, leases, agreements, warranties,
              guaranties
              and other understandings, commitments and obligations of any kind,
              whether
              written or oral to which any of the Real Property may be bound, subject
              or
              affected (the “Contracts”)
              described in Exhibit C attached hereto; and

             

            (d) Seller’s
              interest in all building permits, certificates of occupancy and other
              certificates, permits, authorizations, filings, notices licenses and
              approvals
              of or with Governmental Entities (the “Permits”).

             

            


            
              
                
                  
                  

                

                
                  2

                  
                    

                  

                

                
                  
                  

                

              

            

             

            ARTICLE
              2

             

            SALE
              AND PURCHASE

             

            Section
              2.1 Sale
              and Purchase.
              Seller
              agrees to and shall sell, convey, transfer, assign and deliver to Buyer
              at the
              Closing, free and clear of all liens, pledges, encumbrances, obligations,
              charges, mortgages, claims and equitable interests of every kind, nature
              and
              description whatsoever (collectively, “Liens”)
              (other
              than the Permitted Liens), and Buyer agrees to and shall purchase and
              accept
              from Seller, on the terms and subject to the conditions set forth in
              this
              Agreement, all Seller’s right, title, and interest in the Property.

             

            Section
              2.2 Purchase
              Price.
              The
              consideration for the Property is an amount, as adjusted pursuant to
              the terms
              of this Agreement (the “Purchase
              Price”),
              equal
              to: (i) Nine Million Two Hundred Twenty One Thousand U.S. dollars ($9,221,000),
              plus
              (ii) the
              Real Estate Adjustment Amount, if any; provided,
              however,
              pursuant to and in accordance with Section 1.4(d) of the Merger Agreement,
              if it
              is determined that there is a Negative Cash Merger Consideration Amount,
              then
              (x) a portion of the Purchase Price equal to the Negative Cash Merger
              Consideration Amount shall be payable in Parent Common Stock, and an
              amount of
              Parent Common Stock with a value equal to the Negative Cash Merger
              Consideration
              Amount that would otherwise have been included in the Preliminary Parent
              Stock
              Consideration shall instead be applied towards payment of such portion
              of the
              Purchase Price and (y) the cash that would otherwise have been paid
              in respect
              of the portion of the Purchase Price paid in shares of Parent Common
              Stock shall
              be applied to the payment of the Preliminary
              Cash Merger Consideration. For the purpose of determining the value
              of Parent
              Common Stock pursuant to this Section 2.2, a share of Parent Common
              Stock shall
              be valued at the average daily closing price of a share of Parent Common
              Stock
              quoted on the Over-the-Counter Bulletin Board for the five trading
              days ending
              on the second Business Day prior to the first public announcement pertaining
              to
              the Merger Agreement. Buyer shall deliver by wire transfer of immediately
              available funds to Escrow Agent the Closing Purchase Price at the Closing.
              The
              Purchase Price for the Property is allocated to each individual Property
              as set
              forth on Schedule 2.2. Notwithstanding anything contained herein to
              the
              contrary, capitalized terms used in this Section 2.2 and not otherwise
              defined
              in this Agreement shall have the meanings ascribed to them in the Merger
              Agreement.

             

            Section
              2.3 Real
              Estate Adjustment Amount.
              

             

            (a) The
              provisions of this Section 2.3 shall survive the Closing. Subject to
              Article 9,
              as additional consideration for the Property and as part of the Purchase
              Price,
              Seller may be entitled to the Real Estate Adjustment Amount, as described
              in
              this Section 2.3, from Buyer on the third anniversary after the Closing
              Date,
              subject, however, to all terms and conditions of this Section 2.3.

             

            (b) Within
              twenty (20) business days after the third anniversary of the Closing
              Date, Buyer
              shall appoint an independent nationally recognized third party appraiser
              (mutually agreed upon by Buyer and Seller) (the “Appraiser”).
              The
              procedures to calculate the fair market value of the Real Property
              shall be
              determined by the Appraiser. The parties hereto acknowledge and agree
              that the
              Appraiser’s decision shall be set forth in a written statement delivered to
              Buyer and Seller, and shall be final, conclusive and binding upon all
              parties,
              and shall constitute an arbitral award upon which a judgment may be
              entered by
              any court of competent jurisdiction.

             

            


            
              
                
                  
                  

                

                
                  3

                  
                    

                  

                

                
                  
                  

                

              

            

             

            (c) If
              the
              Appraiser determines that the appraised value of the Real Property
              is greater
              than the Purchase Price paid at Closing (the “Real
              Estate Adjustment Amount”)
              then
              Buyer shall distribute the Real Estate Adjustment Amount to Seller
              within ten
              (10) days of the Appraiser’s final determination (such distribution payable in
              cash or Parent Common Stock based upon Seller’s election) (the “Real
              Estate Payment Date”).
              For
              the purpose of determining the value of Parent Common Stock pursuant
              to this
              Section 2.3, a share of Parent Common Stock shall be valued at the
              average daily
              closing price of a share of Parent Common Stock quoted on a national
              securities
              exchange of the United States for the five trading days prior to the
              Real Estate
              Payment Date.

             

            Section
              2.4 Total
              Holdback Amount; Payment of Total Holdback Amount    

             

            (a) To
              secure
              the indemnification obligations of Russell and Seller set forth in
              Article 9
              hereof, at the Closing, the Total Holdback Amount shall be withheld
              by Buyer (on
              behalf of Russell) to be held during the period commencing on the Closing
              Date
              and ending on the Final Holdback Payment Date. The Total Holdback Amount
              shall
              be distributed to Russell in accordance with, and subject to the limitations
              of
              this Agreement. 

             

            (b) Subject
              to Section 9, within five (5) business days following the First Holdback
              Payment
              Date, Buyer shall pay or caused to be paid to Seller the Initial Holdback
              Amount, if any, by wire transfer or delivery of other immediately available
              funds.

             

            (c) Subject
              to Section 9, within five (5) business days following the final determination
              of
              all claims to which the First Holdback Reserve Relates (the “Final
              Holdback Payment Date”),
              Buyer
              shall pay or caused to be paid to Seller the Remaining Holdback Amount,
              if any,
              by wire transfer or delivery of other immediately available funds.


             

            ARTICLE
              3

             

            COMPLETION
              OF SALE

             

            Section
              3.1 Place
              and Date.
              The
              purchase and sale of the Property shall be completed in accordance
              with
              Article 10 hereof (the “Closing”).
              The
              closing of the sale, conveyance, transfer, assignment and delivery,
              and purchase
              and acceptance, of the Property in accordance with Article 10 shall
              take place
              at the offices of First American Title Company, 2425 E. Camelback Road,
              Suite
              300, Phoenix, Arizona (“Title
              Company”),
              Neil
              Moffett (“Escrow
              Agent”)
              at 12
              p.m. (local time), on August 15, 2008; provided,
              however,
              that if
              any of the conditions to Closing set forth herein have not been satisfied
              (or
              waived) by the date hereof (other than those to be satisfied at the
              Closing),
              then the Closing shall take place on a subsequent date not later than
              two
              business days following the satisfaction or waiver of such conditions
              or a
              subsequent date as may be mutually agreed upon by the parties (unless
              this
              Agreement is earlier terminated pursuant to Section
              10.5 or Section 5.3). Throughout this Agreement, such event is referred
              to as
              the “Closing”
and
              such date and time are referred to as the “Closing
              Date”.

             

            


            
              
                
                  
                  

                

                
                  4

                  
                    

                  

                

                
                  
                  

                

              

            

            ARTICLE
              4

             

            TITLE
              TO THE PROPERTY

             

            Section
              4.1 Real
              Property.
              Seller
              shall convey good and marketable fee simple absolute title to the Real
              Property
              to Buyer, by a duly executed and acknowledged Special Warranty Deeds
              (each a
“Deed”)
              for
              each of the properties described in Section 1.1(a) of this Agreement
              (other than
              Flagstaff Property which will be conveyed as provided in Section 4.3)
              in the
              form
              and
              substance set forth in Exhibit E attached hereto,
              free
              and clear of all Liens, except only the following (the “Permitted
              Liens”):
              (a) the Permitted Liens applicable to each individual property and
              (b) any matters shown on the survey furnished to Buyer in accordance with
              this Agreement and approved by Buyer pursuant to Sections 5.4 and 5.5
              of this
              Agreement.

             

            Section
              4.2 Personal
              Property.
              Seller
              shall transfer good title to the Personal Property, if any, to Buyer,
              by a duly
              executed Bill of Sale (the “Bill
              of Sale”)
              in
              form and
              substance reasonably satisfactory to Buyer,
              free
              and clear of all Liens (other
              than Permitted Liens).

             

            Section
              4.3 Contracts.
              Seller
              shall assign Seller’s interest in the Contracts to Buyer, by a duly executed
              Assignment of Contracts (the “Assignment
              of Contracts”)
              in
              form and
              substance reasonably satisfactory to Buyer, free and clear of all Liens
              (other
              than Permitted Liens).

             

            Section
              4.4 Permits.
              Seller
              shall assign Seller’s interest in the Permits to Buyer, by a duly executed
              Assignment of Permits (the “Assignment
              of Permits”)
              in
              form
              and substance reasonably satisfactory to Buyer,
              free
              and clear of all Liens (other
              than Permitted Liens).

             

            ARTICLE
              5

             

            REVIEW
              OF THE PROPERTY

             

            Section
              5.1 Delivery
              of Documents.
              Seller
              has delivered to Buyer the following documents insofar as any thereof
              have
              heretofore been prepared by, for or at the request of Seller or are
              in the
              possession of or control of Seller:

             

            (a) Copies
              of
              all of the Contracts;

             

            (b) Copies
              of
              all of the Permits;

             

            (c) Copies
              of
              all architectural, engineering and other drawings, plans and specifications
              for
              the buildings, structures, improvements, machinery, fixtures and equipment
              included in the Real Property;

             

            (d) Copies
              of
              all reports, studies, investigations, appraisals and other materials
              concerning
              the design, construction, condition or status of the Real Property
              or any of the
              buildings, structures, improvements, machinery, fixtures or equipment
              included
              in the Real Property, or any system, element or component thereof,
              or any past
              or present Release or threatened Release of any Hazardous Substances
              in, on,
              under or within the Real Property or any other real property in the
              vicinity of
              the Real Property, or the compliance of the Real Property with Environmental
              Laws; and

             

            


            
              
                
                  
                  

                

                
                  5

                  
                    

                  

                

                
                  
                  

                

              

            

             

            (e) Copies
              of
              all environmental impact reports, negative declarations, environmental
              impact
              certifications, and zoning, land use or development agreements relating
              to the
              Real Property (collectively the “Real
              Estate Documents”).

             

            Notwithstanding
              anything contained herein to the contrary, Seller will immediately
              deliver or
              cause to be delivered to Buyer any Real Estate Documents that come
              into its
              possession after the execution of this Agreement.

             

            Section
              5.2 Access
              for Review.
              From
              the date of this Agreement until the Closing, Seller shall provide
              Buyer and
              Buyer’s representatives with access to the Real Property, the Personal Property,
              all drawings, plans and specifications for the Real Property, all engineering
              and other reports and studies relating to the Real Property, all files
              and
              correspondence relating to the Real Property, and all financial and
              accounting
              books and records relating to the ownership, management, operation,
              maintenance
              or repair of the Real Property at all reasonable times to make such
              studies,
              inspections, tests (including subsurface tests, borings, samplings
              and
              measurements), copies and verifications as Buyer, in Buyer’s discretion,
              considers reasonably necessary or desirable in the circumstances. However,
              Buyer
              will: (i) not unreasonably interfere with the operation or use of the
              Property;
              (ii) not discuss the Transaction with any employee on the Property,
              (iii) be
              liable to Seller for, and will indemnify, defend and hold Seller harmless
              for,
              from and against, any claim, loss, liability, expense, damage or injury
              caused
              by Buyer’s activities on the Property (except with respect to an pre-existing
              condition, which is merely discovered by Buyer); and (iv) will promptly
              return
              the Property to substantially the same condition as it was immediately
              prior to
              Buyer’s entry onto the Property, with these obligations to survive termination
              of this Agreement.

             

            Section
              5.3 Property
              Approval Period.
              Until
              thirty (30) days after the date of this Agreement, (the “Property
              Approval Period”),
              Buyer
              shall have the right to review and investigate the physical and environmental
              condition of the Property, the income and expenses of the Property,
              the
              character, quality, value and general utility of the Property, the
              zoning, land
              use, environmental and building requirements and restrictions applicable
              to the
              Property, the state of title to the Real Property, and any other factors
              or
              matters relevant to Buyer’s decision to purchase the Property. Buyer may
              determine whether or not the Property is acceptable to Buyer within
              the Property
              Approval Period. If, during the Property Approval Period, Buyer determines
              that
              the Property is not acceptable for any reason whatsoever, Buyer shall
              have the
              right, by giving notice to Seller on or before the last day of the
              Property
              Approval Period, to terminate this Agreement. If Buyer exercises the
              right to
              terminate this Agreement in accordance with this section 5.3, this
              Agreement shall terminate as of the date such termination notice is
              given by
              Buyer If Buyer does not exercise the right to terminate this Agreement
              in
              accordance with this section 5.3, this Agreement shall continue in full
              force and effect, and Buyer shall have no further right to terminate
              this
              Agreement except pursuant to section 10.5.

             

            Section
              5.4 Survey.
              On or
              before June 12, 2008, Seller shall, at the expense of Seller deliver
              to Buyer
              all existing surveys in Seller’s possession or control with respect to each
              property constituting the Real Property prepared by a licensed land
              surveyor or
              a registered civil engineer. Buyer has the right to cause a separate
              survey of
              each property constituting the Real Property to be prepared by a licensed
              land
              surveyor or a registered civil engineer. Each such survey shall comply
              with the
              current minimum standard detail requirements for land title surveys
              established
              by the American Land Title Association and the American Congress on
              Surveying
              and Mapping, shall contain the legal description of the applicable
              property,
              shall include the surveyor’s or engineer’s certification (in form and substance
              satisfactory to Buyer) to Buyer and the Title Company and any lender
              designated
              by Buyer, signed by the surveyor or engineer, that the survey correctly
              shows
              the applicable property on the basis of a field survey and in accordance
              with
              the current minimum standard detail requirements for land title surveys
              established by the American Land Title Association and the American
              Congress on
              Surveying and Mapping, and shall otherwise be in form and substance
              satisfactory
              to Buyer.

             

            
              
                
                  
                  

                

                
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            Section
              5.5 Title
              and Survey Review.
              Within
              ten (10) business days after the date of this Agreement, Title Company
              will
              provide to Seller and Buyer a commitment to issue an ALTA owner’s (or leasehold)
              policy of title insurance for each Real Property. Prior to the last
              day of the
              Property Approval Period (the “Title
              Review Date”),
              Buyer
              shall furnish Seller with a written statement of objections, if any,
              to the
              title to the Real Property, including, without limitation, any objections
              to any
              matter shown on any of the Surveys (collectively, “Objections”).
              In
              the event the Title Company amends or updates any of the Preliminary
              Reports
              after the Title Review Date or any of the Surveys is updated after
              the Title
              Review Date (each, a “Title
              Report Update”
or
              a
“Survey
              Update,”
as
              applicable), Buyer shall furnish Seller with a written statement of
              Objections
              to any matter first raised in a Title Report Update or Survey Update
              (unless
              such matter was caused by Buyer or its inspections or tests which will
              be
              Permitted Liens) within three (3) business days after Buyer’s receipt of such
              Title Report Update or Survey Update (each, a “Title
              Update Review Period”).
              Should Buyer fail to notify Seller in writing of any Objections in
              the
              Preliminary Report prior to the Title Review Date, or to any matter
              first
              disclosed in a Title Report Update or Survey Update prior to the Title
              Update
              Review Period, as applicable, Buyer shall be deemed to have approved
              such
              matters, which shall be considered to be Permitted Liens.

             

            (a) 
              If
              Seller receives a notice of Objection in accordance with this Section
              5.5
              (“Buyer’s
              Notice”),
              Seller shall have the right, but not the obligation, by giving written
              notice to
              Buyer within five (5) business days after receipt of Buyer’s Notice
              (“Seller’s
              Response Period”),
              to
              elect to cure any such matter on or before the Closing Date (“Seller’s
              Response”),
              and
              may extend the Closing Date for up to fifteen (15) business days to
              allow such
              cure. If Seller does not give any Seller’s Response, Seller shall be deemed to
              have elected not to cure any such matters. Notwithstanding the foregoing,
              on or
              before the Closing Date, Seller shall in any event be obligated to
              cure those
              Objections (i) that are mortgage or deed of trust liens or security
              interests against any of the Real Property created by Seller, other
              than taxes
              and assessments not yet delinquent or (ii) that have been voluntarily
              placed against any of the Real Property by Seller after the date of
              this
              Agreement and that are not otherwise permitted pursuant to the provisions
              hereof. The items in the immediately preceding sentence are hereinafter
              collectively referred to as the “Mandatory
              Objections”.

             

            (b) If
              Seller
              elects (or is deemed to have elected) not to cure any Objections raised
              in any
              Buyer’s Notice timely delivered by Buyer to Seller pursuant to Section 5.5(a)
              above, or if Seller notifies Buyer that it elects to cure any such
              Objection but
              then does not for any reason effect such cure on or before the Closing
              Date, as
              it may be extended hereunder, then Buyer, as its sole and exclusive
              remedy,
              shall have the option of terminating this Agreement by delivering written
              notice
              thereof to Seller within five (5) business days after (as applicable)
              (i) its receipt of Seller’s Response stating that Seller will not cure any
              such Objection, or (ii) the expiration of Seller’s Response Period if
              Seller does not deliver a Seller’s Response, or (iii) Seller’s failure to
              cure by the Closing Date (as it may be extended hereunder) any Objection
              which
              Seller has previously elected to cure pursuant to a Seller’s Response. In the
              event of such a termination, the Deposit shall be returned to Buyer,
              and neither
              party shall have any further rights or obligations hereunder except
              as expressly
              provided in this Agreement. If no such termination notice is timely
              received by
              Seller hereunder, Buyer shall be deemed to have waived all such Objections,
              in
              which event those Objections shall become Permitted Liens. If the Closing
              is not
              consummated for any reason other than Seller’s default hereunder, Seller and
              Buyer each shall be responsible for one-half of any title or escrow
              cancellation
              charges. Nothing herein will release Seller from its obligations to
              release or
              satisfy the Mandatory Objections nor will Buyer ever be deemed to have
              waived or
              accepted the Mandatory Objections unless Buyer does so expressly in
              a written
              notice delivered to Seller in accordance with the provisions regarding
              notice in
              this Agreement.

             

            


            
              
                
                  
                  

                

                
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            ARTICLE
              6

             

            REPRESENTATIONS
              AND WARRANTIES

             

            Section
              6.1 Seller
              and Russell.
              In
              order to induce Buyer to enter into this Agreement and to consummate
              the
              transactions contemplated hereunder, each of Seller and Russell make
              the
              following representations and warranties:

             

            (a) Organization,
              Power and Authority of Seller.
              (i)
              Seller is a limited liability company duly organized, existing and
              in good
              standing under the laws of the State of Arizona and has all requisite
              limited
              liability company power and authority to own and operate its properties
              and
              assets and to carry on its business as presently conducted and is qualified
              to
              do business and is in good standing as a foreign corporation (to the
              extent such
              concepts are applicable) in each jurisdiction where the ownership or
              operation
              of its properties or conduct of its business requires such qualification,
              except
              for such failures as would not (individually or in the aggregate) be
              reasonably
              likely to have a Material Adverse Effect. Seller has full limited liability
              company power and authority and all licenses, permits and authorizations
              necessary to carry on its business, to own and use the properties it
              owns or
              leases, to enter into and perform this Agreement, and to perform the
              obligations
              required to be performed hereunder and thereunder. Russell has all
              requisite
              power and authority as sole member of Seller to enter into this Agreement,
              to
              perform the obligations hereunder and to consummate the transactions
              contemplated hereby. This Agreement has been duly and validly executed
              and
              delivered by Russell and, assuming the due authorization, execution
              and delivery
              thereof by the other parties hereto, constitutes the legal and binding
              obligation of Russell, enforceable against Russell in accordance with
              its terms,
              except as may be limited by bankruptcy, insolvency, reorganization
              or other
              similar laws affecting the enforcement of creditors’ rights generally and by
              general principles of equity.

             

            (b) Validity
              and Enforceability; No Violation.
              This
              Agreement has been duly executed and delivered by Seller and constitutes
              the
              legal, valid and binding obligation of Seller, enforceable against
              Seller in
              accordance with its terms, except as such enforceability may be limited
              by
              bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
              or
              similar laws relating to or affecting creditors’ rights generally or by general
              equitable principles (whether considered in a proceeding in equity
              or at law).
              Seller has the absolute and unrestricted right, power and authority
              to execute
              and deliver this Agreement and to perform its obligations under this
              Agreement.
              Neither the execution and delivery of this Agreement nor the consummation
              of the
              transactions contemplated hereby will (a) conflict with or violate
              any provision
              of any law, statute, judgment, decree, order, ordinance, rule or regulation
              of
              any supranational, national, state, municipal, local or foreign government,
              any
              instrumentality, subdivision, court, administrative agency or commission
              or
              other governmental authority or instrumentality, or any quasi-governmental
              or
              private body exercising any Tax, regulatory or governmental or
              quasi-governmental authority (each, a “Governmental
              Entity”) which
              is
              applicable to, binding upon or enforceable against Seller or Russell
              or requires
              any filing or authorization under any Legal Requirement,
              (b)
              result in any breach of or default under any mortgage, contract, agreement,
              indenture, will, trust or other instrument which is binding upon or
              enforceable
              against Seller or Russell , (c) except as set forth on Schedule
              6.1(b),
              require
              Seller or Russell to obtain any consent, approval or action of, or
              make any
              filing with or the giving of notice to, any association, business trust,
              company, corporation, estate, firm, individual, joint stock company,
              joint
              venture, limited liability company, limited liability partnership,
              partnership,
              trust, unincorporated association, unincorporated organization, union
              or other
              entity or Governmental Entity (each, a “Person”).
              Neither the execution and delivery of this Agreement nor the consummation
              of the
              transactions contemplated hereby will conflict with, violate or result
              in the
              breach of any of the provisions of the Seller’s certificate of formation and
              limited liability company agreement (collectively referred to herein
              as
“Charter
              Documents”),
              as
              amended and currently in effect.

             

            


            
              
                
                  
                  

                

                
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            (c) No
              Leases.
              Except
              as set forth on Schedule
              6.1(c),
              there
              are no Persons leasing, using or occupying the Real Property or any
              part
              thereof. 

             

            (d) Personal
              Property. 
              To the
              extent Seller owns any Personal Property relating to the ownership,
              management,
              operation, maintenance or repair of the Real Property, it is free from
              defects,
              has been maintained in accordance with normal industry practice, is
              in good
              operating condition and repair (subject to normal wear and tear) and
              is suitable
              for the purposes for which it presently is used and presently proposed
              to be
              used. In the event it is determined that Seller owns any Personal Property,
              Seller will promptly transfer or cause to be transferred such Personal
              Property
              to Oregano’s Pizza Bistro, Inc., or its successor and assigns at the Closing or
              promptly thereafter if such ownership is discovered following the Closing.
              The
              foregoing obligation to transfer any Personal Property shall survive
              the
              Closing. 

             

            (e) Contracts,
              Permits and Personal Property.
              To
              Seller’s knowledge, Exhibit C attached hereto contains in all material
              respects an accurate and complete list of all presently effective contracts,
              agreements, warranties and guaranties relating to the leasing, advertising,
              promotion, design, construction, ownership, management, operation,
              maintenance
              or repair of the Real Property. Seller has good title to the Personal
              Property,
              the Contracts and the Permits, free and clear of all Liens. To Seller’s
              knowledge, all of the copies of the documents delivered to Buyer pursuant
              to
              section 5.1 hereof are in all material respects accurate and complete
              copies of all originals of the documents described in section 5.1
              hereof.

             

            (f) [Reserved].
              

             

            


            
              
                
                  
                  

                

                
                  9

                  
                    

                  

                

                
                  
                  

                

              

            

             

            (g) Real
              Property.
              During
              the period of Seller’s ownership of the Real Property, except as set forth on
Schedule
              6.1(g)(i)
              attached
              hereto, the Real Property has at all times been managed, operated,
              maintained
              and repaired by Seller according to its current business practices.
              To Seller’s
              knowledge, except as set forth on Schedule
              6.1(g)(ii)
              attached
              hereto, there are no defects or deficiencies in the design, construction,
              fabrication, manufacture or installation of the Real Property or any
              part
              thereof or any system, element or component thereof. To Seller’s knowledge,
              except as set forth on Schedule
              6.1(g)(iv)
              attached
              hereto, all systems, elements and components of the Property (including
              all
              machinery, fixtures and equipment, the roof, foundation and structural
              elements,
              and the elevator, mechanical, electrical and life safety systems) are
              in good
              working order and repair and sound operating condition (subject to
              normal wear
              and tear). Seller has received no notice of any kind from any insurance
              broker,
              agent or underwriter that any noninsurable condition exists in, on
              or about the
              Real Property or any part thereof. To Seller’s knowledge, the Real Property and
              every part thereof and the use and occupancy of the Real Property are
              in full
              compliance with all Legal Requirements applicable to the Real Property.
              To
              Seller’s knowledge, the use of the Real Property or any portion thereof does
              not
              violate or conflict with any conditions, covenants or restrictions
              applicable
              thereto or the terms and provisions of any contractual obligations
              relating
              thereto. Seller has received no notice (whether written or oral), citation
              or
              other claim alleging any violation of any Legal Requirement, covenant,
              condition
              or restriction. To Seller’s knowledge, the material Permits have been duly and
              validly issued, are in full force and effect, and are all of the certificates,
              permits, licenses and approvals that are required by Legal Requirements
              to own,
              operate, use and occupy the Real Property as it is presently owned,
              operated,
              used and occupied. To Seller’s knowledge, except as set forth on Schedule
              6.1(g)(v)
              attached
              hereto, Seller has fully performed, satisfied and discharged all of
              the
              obligations, requirements and conditions imposed on the Real Property
              by the
              material Permits. To Seller’s knowledge, except as set forth on Schedule
              6.1(g)(vi)
              attached
              hereto, there has occurred no default under, or violation of, any such
              material
              Permit, which has not been cured, and each such material Permit is
              in full force
              and effect. To Seller’s knowledge, the execution, delivery and performance of
              this Agreement, and the consummation of the transactions contemplated
              by this
              Agreement, will not result in a violation of or default under and will
              not cause
              the revocation or cancellation of any such material Permit. Seller
              has not
              received any communication or otherwise has knowledge of any facts
              which have,
              or reasonably should have, led it to believe that any of the material
              Permits
              are not currently in good standing. 

             

            (h) Environmental
              Matters.
              Except
              as otherwise set forth in Schedule
              6.1(h)(i)
              attached
              hereto, no Hazardous Substances are present in, on or under the Real
              Property or
              any nearby real property which could migrate to the Real Property and
              there is
              no present Release or threatened Release of any Hazardous Substances
              in, on or
              under the Real Property, except for those Hazardous Substances that
              are being
              stored and handled either in de minimus quantities or in compliance
              with
              applicable Environmental Laws. Seller has never used the Real Property
              or any
              part thereof, and has never permitted any person to use the Real Property
              or any
              part thereof, for the production, processing, manufacture, generation,
              treatment, handling or disposal of any Hazardous Substances. To Seller’s
              knowledge, except as otherwise set forth in Schedule
              6.1(h)(ii)
              attached
              hereto, none of the Real Property contains any underground storage
              tanks,
              asbestos-containing material, lead-based paint, or polychlorinated
              biphenyls in
              violation of any Environmental Law or that would reasonably be expected
              to
              result in liability under any Environmental Law. To Seller’s knowledge, except
              as set forth on Schedule
              6.1(h)(iii)
              attached
              hereto, the Real Property and every part thereof, and all operations
              and
              activities therein and thereon and the use and occupancy thereof, comply
              in all
              material respects with all applicable Environmental Laws, and neither
              Seller nor
              any Person using or occupying the Real Property or any part thereof
              is violating
              any Environmental Laws.  To Seller’s knowledge, Seller has all material
              certificates, permits, licenses and approvals required by all applicable
              Environmental Laws for the use and occupancy of, and all operations
              and
              activities in, the Real Property. To Seller’s knowledge, Seller is in material
              compliance with all such certificates, permits, licenses and approvals,
              and all
              such certificates, permits, licenses and approvals were duly issued
              and are in
              full force and effect. To Seller’s knowledge, except as set forth on
Schedule
              6.1(h)(iv)
              attached
              hereto, no Proceeding of any kind relating to any past or present Release
              or
              threatened Release of any Hazardous Substances in, on or under the
              Real Property
              or any past or present violation of any Environmental Laws at the Real
              Property
              has been made or commenced, or is pending, or, to the Seller’s knowledge, is
              being threatened or contemplated by any Person.

             

            


            
              
                
                  
                  

                

                
                  10

                  
                    

                  

                

                
                  
                  

                

              

            

             

            (i) No
              Litigation.
              (A)
              There is no civil, criminal or administrative suit, action, claim,
              proceeding,
              arbitration, investigation, review or inquiry pending or, to Russell’s or
              Seller’s knowledge, threatened against or affecting the Seller relating to
              the
              Real Property, nor is there any judgment, decree, injunction, rule
              or order of
              any Governmental Entity or arbitrator outstanding against or affecting
              the
              Seller relating to the Real Property (the foregoing collectively referred
              to as
“Proceedings”).
              To
              Seller’s knowledge, no event has occurred or circumstance exists which could
              reasonably be expected to give rise to or serve as a valid basis for
              the
              commencement of any Proceeding by or against the Seller relating to
              the Real
              Property. To Seller’s knowledge, there is no general plan, land use or zoning
              action or proceeding of any kind, or general or special assessment
              action or
              proceeding of any kind, or condemnation or eminent domain action or
              proceeding
              of any kind pending or threatened or being contemplated with respect
              to the Real
              Property or any part thereof. (B) Except as set forth on Schedule
              6.1(i)(B)
              hereto,
              there is no civil, criminal or administrative suit, action, proceeding,
              arbitration, investigation, review or inquiry pending or, to Russell’s
              knowledge, threatened against or affecting Russell or any of his properties
              or
              rights, nor is there any judgment, decree, injunction, rule or order
              of any
              Governmental Entity or arbitrator outstanding against or affecting Russell or
              any of his properties or rights which would have a Material Adverse
              Effect or
              prevent, impair or materially delay the ability of Russell to consummate
              the
              transactions contemplated by this Agreement. 

             

            (j) Tax
              Matters.
              

             

            (i) There
              is
              no legal or administrative action or proceeding pending to contest
              or appeal the
              amount of real property Taxes or assessments levied against the Real
              Property or
              any part thereof or the assessed value of the Real Property or any
              part thereof
              for real property Tax purposes. To Seller’s knowledge, no supplemental real
              property Taxes have been or will be levied against or assessed with
              respect to
              the Real Property or any part thereof based on any new construction
              or other
              event or occurrence relating to the Real Property before the date of
              this
              Agreement (other than normal annual reassessments of real property
              taxes),
              except any such supplemental real property Taxes that are due and payable
              have
              been paid in full and discharged. 

             

            (k) Utilities.
              To
              Seller’s knowledge, except as set forth on Schedule
              6.1(k)
              attached
              hereto, all water, sewer, gas, electric, steam, telephone and drainage
              facilities and all other utilities required by Legal Requirement or
              reasonably
              necessary or proper and usual for the current operation, use and occupancy
              of
              the Real Property are installed to the boundary lines of the Real Property,
              are
              connected with valid permits.

             

            


            
              
                
                  
                  

                

                
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            (l) FIRPTA.
              Neither
              Russell nor Seller is a “foreign person” within the meaning of Code Section
              1445.

             

            (m) Brokers
              and Finders.
              Except
              as set forth on Schedule
              6.1(m)
              attached
              hereto, Seller has not incurred, nor will it incur, directly or indirectly,
              any
              liability for brokerage, finders’ fees, agent’s commissions or any similar
              charges in connection with this Agreement or any transactions contemplated
              hereby. Seller
              shall bear the cost of any payments to which any Person listed on Schedule
              6.1(m)
              hereto
              shall be entitled.
              

             

            (n) No
              Other Agreements to Purchase.
              Except
              for the Buyer’s right under this Agreement, no Person has any written or oral
              agreement, option, understanding or commitment or any right or privilege
              (whether by law, contractual or otherwise) capable of becoming such
              for
 the
              purchase or acquisition from Seller or Russell of the Property. 

             

            (o) Representations
              and Warranties Complete.
              No
              representations or warranties by Russell or Seller in this Agreement,
              including
              the Schedules hereto, and no statement contained in any document (including
              without limitation certificates, or other writing) furnished or to
              be furnished
              by Russell or Seller to Buyer pursuant to the provisions hereof contains
              or will
              contain any untrue statement of material fact or omits or will omit
              to state any
              material fact necessary, in order to make the statements herein or
              therein in
              light of the circumstances under which they are made, not misleading.
              There is
              no fact known to Russell or Seller which has had or would reasonably
              be expected
              to have a Material Adverse Effect which has not been set forth in this
              Agreement, including the Schedules hereto. Russell and Seller have
              furnished or
              caused to be furnished to Buyer complete and correct copies of all
              Contracts,
              Permits or other documents referred to in the Schedules hereto or underlying
              a
              disclosure of Russell or Seller set forth in the Schedules hereto.

             

            Section
              6.2 Buyer.
              In
              order to induce Seller and Russell to enter into this Agreement and
              to
              consummate the transactions contemplated hereunder, Buyer makes the
              following
              representations and warranties:

             

            (a) Organization,
              Power and Authority of Buyer.
              Buyer
              is a limited liability company duly organized, validly existing and
              in good
              standing under the laws of the State of Delaware and has full limited
              liability
              company power and authority to enter into this Agreement and perform
              its
              obligations hereunder.

             

            (b) Validity
              and Enforceability; No Violation.
              This
              Agreement has been duly authorized, executed and delivered by Buyer
              and
              constitutes the legal, valid and binding obligation of Buyer, enforceable
              against Buyer in accordance with its terms, except as such enforceability
              may be
              limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
              moratorium or similar laws relating to or affecting creditors’ rights generally
              or by general equitable principles (whether considered in a proceeding
              in equity
              or at law). Neither the execution and delivery of this Agreement nor
              the
              consummation of the transactions contemplated hereby will (a) violate,
              conflict
              with or result in any breach of any provisions of Buyer’s Charter Documents, (b)
              conflict with or violate any provision of any law, ordinance or regulation
              or
              any decree or order of any court, administrative body or other governmental
              body
              which is applicable to, binding upon or enforceable against Buyer or
              requires
              any filing or authorization under any Legal
              Requirement, (c) result in any breach of or default under any mortgage,
              contract, agreement, indenture, will, trust or other instrument which
              is binding
              upon or enforceable against Buyer or (d) result in the creation or
              imposition of
              any Lien upon Buyer.

             

            


            
              
                
                  
                  

                

                
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            (c) Litigation.
              Except
              as set forth in Schedule
              6.2(c)
              hereto,
              there is no civil, criminal or administrative suit, action, proceeding,
              arbitration, investigation, review or inquiry pending or, to the Buyer’s
              knowledge, threatened against or affecting Buyer or any of its properties
              or
              rights, nor is there any judgment, decree, injunction, rule or order
              of any
              Governmental Authority or arbitrator outstanding against or affecting
              Buyer or
              any of its properties or rights (the foregoing collectively referred
              to as
“Buyer
              Proceedings”).
              None
              of the Buyer Proceedings is reasonably likely, either individually
              or in the
              aggregate, to have a Material Adverse Effect or to prevent, impair
              or materially
              delay the ability of Seller to consummate the transactions contemplated
              by this
              Agreement.

             

            (d) Brokers
              and Finders.
              Except
              as set forth in Schedule
              6.2(d)
              hereto,
              Buyer has not incurred, nor will it incur, directly or indirectly,
              any liability
              for brokerage, finders’ fees, agent’s commissions or any similar charges in
              connection with this Agreement or any transactions contemplated
              hereby.

             

            (e) Buyer
              will purchase the Property on an “as is, where is, with all faults” basis,
              without any representations and warranties, express or implied, from
              Seller,
              other than those expressly set forth in this Agreement or in the closing
              documents.

             

            ARTICLE
              7

             

            COVENANTS

             

            Section
              7.1 Certain
              Covenants and Agreements.
              Russell
              and Seller covenant and agree with Buyer as follows: Seller does not
              own any
              item of Personal Property; however in the event it is determined that
              ownership
              of any item of Personal Property is vested in Seller, Russell and Seller
              will
              cause such Personal Property to be transferred to Oregano’s Pizza Bistro, Inc.
              or its successor at the Closing or promptly thereafter if such ownership
              is
              discovered following the Closing. The foregoing obligation to transfer
              any
              Personal Property shall survive the Closing. 

             

            (a) From
              the
              date of this Agreement until the Closing Date, Seller shall not and
              Russell
              shall cause Seller not to execute any lease affecting the Real Property
              or
              amend, modify, renew, extend or terminate any of the Contracts or the
              Permits in
              any respect without the prior approval of Buyer, which approval will
              not be
              unreasonably withheld, conditioned or delayed. From the date of this
              Agreement
              until the Closing Date, Seller shall and Russell shall cause Seller
              to manage,
              operate, maintain and repair the Real Property and the Personal Property
              in the
              ordinary course of business in accordance with sound property management
              practice, keep the Real Property and the Personal Property and every
              part therof
              in good repair and working order and sound condition (subject to normal
              wear and
              tear), comply with the Permits and all covenants, conditions, restrictions,
              and
              Legal Requirements applicable to the Real Property or the Personal
              Property,
              keep the Contracts and the Permits in force, promptly give Buyer copies
              of all
              notices received by Seller asserting any breach or default under the
              Contracts
              or any violation of the Permits or any covenants, conditions, restrictions,
              or
              Legal Requirements applicable to the Real Property or the Personal
              Property, and
              perform when due all of Seller’s obligations under the Contracts and the Permits
              and all Legal Requirements. From the date of this Agreement until the
              Closing
              Date, Seller shall and Russell shall cause Seller to keep in force
              current
              property insurance covering all buildings, structures, improvements,
              machinery,
              fixtures and equipment included in the Real Property.

             

            


            
              
                
                  
                  

                

                
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            (b) From
              the
              date of this Agreement until the Closing Date, Seller shall not and
              Russell
              shall cause Seller not to use, produce, process, manufacture, generate,
              treat,
              handle, store or dispose of any Hazardous Substances in, on or under
              the Real
              Property (other than in the ordinary course of business), or use the
              Real
              Property for any such purposes, or Release any Hazardous Substances
              into any
              air, soil, surface water or groundwater comprising the Real Property,
              or permit
              any Person using or occupying the Real Property or any part thereof
              to do any of
              the foregoing, except for those Hazardous Substances that are being
              stored and
              handled either in de minimus quantities or in compliance with applicable
              Environmental Laws. From the date of this Agreement until the Closing
              Date,
              Seller shall and Russell shall cause Seller to comply, and shall cause
              all
              Persons using or occupying the Real Property or any part thereof to
              comply, in
              all material respects with all Environmental Laws applicable to the
              Real
              Property, or the use or occupancy thereof, or any operations or activities
              therein or thereon. From the date of this Agreement until the Closing
              Date,
              Seller shall and Russell shall cause Seller to duly obtain all material
              certificates, permits, licenses and approvals required by all applicable
              Environmental Laws for the use and occupancy of, and all operations
              and
              activities in, the Real Property, and the Real Property shall comply
              in all
              material respects with all such material certificates, permits, licenses
              and
              approvals, and Seller shall keep all such certificates, permits, licenses
              and
              approvals in full force and effect. Immediately after Seller obtains
              any
              information of any Release or threatened Release of Hazardous Substances
              may
              have occurred in, on or under the Real Property (or any nearby real
              property
              which could migrate to the Real Property) or that any violation of
              any
              Environmental Laws may have occurred at the Real Property, Seller shall
              give
              written notice thereof to Buyer with a reasonably detailed description
              of the
              event, occurrence or condition in question. Seller shall promptly furnish
              to
              Buyer copies of all written communications received by Seller from
              any person
              (including notices, complaints, claims or citations that any Release
              or
              threatened Release of any Hazardous Substances or any violation of
              any
              Environmental Laws has actually or allegedly occurred) or given by
              Seller to any
              Person concerning any past or present Release or threatened Release
              of any
              Hazardous Substances in, on or under the Real Property (or any nearby
              real
              property which could migrate to the Real Property) or any past or present
              violation of any Environmental Laws at the Real Property.

             

            (c) From
              the
              date of this Agreement until the Closing Date, Seller shall not and
              Russell
              shall cause Seller not in any manner to sell, convey, assign, transfer,
              encumber
              or otherwise dispose of the Real Property, the Personal Property, the
              Contracts
              or the Permits, or any part thereof or interest therein.

            


            
              
                
                  
                  

                

                
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            Section
              7.2 Casualty
              Damage.
              If,
              before the Closing Date, the improvements on the Real Property are
              damaged by
              any casualty and the cost to restore such improvements, as reasonably
              determined
              by Buyer, is more than two million dollars ($2,000,000), Buyer shall
              have the
              right, by giving notice to Seller within thirty (30) days after Seller
              gives
              notice of the occurrence of such casualty to Buyer, to terminate this
              Agreement,
              in which event this Agreement shall terminate. If, before the Closing
              Date, the
              improvements on the Real Property are damaged by any casualty and the
              cost to
              restore such improvements, as reasonably determined by Buyer, is two
              million
              dollars ($2,000,000) or less, or if Buyer has the right to terminate
              this
              Agreement pursuant to the preceding sentence but Buyer does not exercise
              such
              right, then this Agreement shall remain in full force and effect and,
              on the
              Closing Date, Seller will assign to Buyer at the Close of escrow any
              insurance
              proceeds payable to Seller, and the Purchase Price will be credited
              (reduced) by
              an amount equal to any deductible portion of the insurance coverage
              or any
              otherwise uninsured loss. Seller shall give notice to Buyer promptly
              after the
              occurrence of any damage to the improvements on the Real Property by
              any
              casualty. Buyer shall have a period of thirty (30) days (or such shorter
              period
              as Buyer may elect by giving notice to Seller) after Seller has given
              the notice
              to Buyer required by this section 7.2 to evaluate the extent of the damage
              and make the determination as to whether to terminate this Agreement.
              If
              necessary, the Closing Date shall be postponed until Seller has given
              the notice
              to Buyer required by this section 7.2 and the period of thirty (30) days
              described in this section 7.2 has expired.

             

            Section
              7.3 Eminent
              Domain.
              If,
              before the Closing Date, proceedings are commenced for the taking by
              exercise of
              the power of eminent domain of all or a material part of the Property
              which, as
              reasonably determined by Buyer, would render the Property unacceptable
              to Buyer
              or unsuitable for Buyer’s intended use, Buyer shall have the right, by giving
              notice to Seller within thirty (30) days after Seller gives notice
              of the
              commencement of such proceedings to Buyer, to terminate this Agreement,
              in which
              event this Agreement shall terminate. If, before the Closing Date,
              proceedings
              are commenced for the taking by exercise of the power of eminent domain
              of less
              than such a material part of the Property, or if Buyer has the right
              to
              terminate this Agreement pursuant to the preceding sentence but Buyer
              does not
              exercise such right, then this Agreement shall remain in full force
              and effect
              and, on the Closing Date, the condemnation award (or, if not theretofore
              received, the right to receive such award) payable on account of the
              taking
              shall be transferred to Buyer. Seller shall give notice to Buyer immediately
              after Seller’s receiving notice of the commencement of any proceedings for the
              taking by exercise of the power of eminent domain of all or any part
              of the
              Property. Buyer shall have a period of thirty (30) days (or such shorter
              period
              as Buyer may elect by giving notice to Seller) after Seller has given
              the notice
              to Buyer required by this section 7.3 to evaluate the extent of the taking
              and make the determination as to whether to terminate this Agreement.
              If
              necessary, the Closing Date shall be postponed until Seller has given
              the notice
              to Buyer required by this section 7.3 and the period of thirty (30) days
              described in this section 7.3 has expired.

             

            Section
              7.4 Commercially
              Reasonable Efforts.
              Each
              party hereto shall use its commercially reasonable efforts to cause
              to be
              satisfied prior to the date hereof, or, if not satisfied on or prior
              to the date
              hereof, as soon as practicable thereafter, all of the conditions to
              its
              respective obligations to consummate the sale, conveyance, transfer,
              assignment,
              delivery, purchase and acceptance of the Property. Each party hereto
              shall also
              execute such other documents or agreements and take such other actions
              as may be
              reasonably necessary or desirable for the implementation of this Agreement
              and
              the consummation of the transactions contemplated hereby.

            


            
              
                
                  
                  

                

                
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            Section
              7.5 Fees
              and Expenses.
              Except
              as set forth herein, whether or not the Closing is consummated, all
              costs and
              expenses incurred by Buyer in connection with this Agreement and the
              transactions contemplated by this Agreement shall be paid by Buyer
              and all costs
              and expenses incurred by Seller and/or Russell in connection with this
              Agreement, including the fees of and expenses of Seller’s legal counsel,
              accountants, other consultants or advisors and the transactions contemplated
              by
              this Agreement shall be paid by Seller and/or Russell.

             

            Section
              7.6 Russell
              and Seller Actions.
              Russell
              and Seller shall use their best efforts to take such actions as are
              necessary to
              fulfill its obligations under this Agreement and to enable Buyer to
              fulfill its
              obligations hereunder.

             

            Section
              7.7 Public
              Announcements.
              The
              parties hereto agree that no public release, announcement or any other
              disclosure concerning any of the transactions contemplated hereby shall
              be made
              or issued by any party hereto without the prior written consent of
              the other
              parties hereto (which consent shall not be unreasonably withheld or
              delayed),
              except to the extent such release, announcement or disclosure may be
              required by
              any Legal Requirement, in which case the party required to make the
              release,
              announcement or disclosure shall allow other parties reasonable time
              to comment
              on such release, announcement or disclosure in advance of such issuance
              or
              disclosure.

             

            Section
              7.8 No
              Claim Against Trust Fund.
              The
              Seller and Russell acknowledge that Restaurant Acquisition Partners,
              Inc. has
              established the Trust Fund for the benefit of Restaurant Acquisition
              Partners,
              Inc.’s stockholders and that Restaurant Acquisition Partners, Inc. may disburse
              monies from the Trust Fund only (a) to Restaurant Acquisition Partners,
              Inc.’s
              stockholders in the event they elect to convert their shares into cash
              in
              accordance with the Restaurant Acquisition Partners, Inc.’s certificate of
              incorporation; or (b) to Restaurant Acquisition Partners, Inc. after
              it
              consummates a business combination, as set forth in the Restaurant
              Acquisition
              Partners, Inc.’s prospectus dated December 15, 2006 and filed with the
              Securities Exchange Commission. Seller and Russell
              acknowledge that if the transactions contemplated by this Agreement
              are not
              consummated by Buyer by December 20, 2008 (provided that the Termination
              Date
              has not been extended to January 15, 2009), Restaurant Acquisition
              Partners,
              Inc. will be obligated to return to its stockholders the amounts being
              held in
              the Trust Fund. Accordingly, the Seller and its affiliates, directors,
              managers,
              officers, employees and representatives, and Russell (collectively,
              the
“Seller
              Claimants”),
              hereby irrevocably waive all rights, title, interest, or claim of any
              kind in or
              to the Trust Fund and any monies in the Trust Fund notwithstanding
              any amounts
              that may be owed to them by Buyer for any reason whatsoever, including
              but not
              limited to breach of this Agreement by Buyer or any negotiations, agreements
              or
              understandings with Buyer (whether in the past, present or future),
              and will not
              seek recourse against the Trust Fund or any Non-Recourse Person at
              any
              time for any reason whatsoever. Seller agrees to indemnify, defend
              and hold
              harmless Buyer and each Non-Recourse Person from any and all losses,
              claims or
              damages (including, without limitation, attorney’s fees and expenses and costs
              of investigation) arising from any breach of the foregoing provisions.
              This
              section will survive this Agreement and will not expire and will not
              be altered
              in any way without the express written consent of the parties hereto.
              Notwithstanding anything contained herein to the contrary, capitalized
              terms
              used in this Section 7.8 and not otherwise defined in this Agreement
              shall have
              the meanings ascribed to them in the Merger Agreement.

             

             

             

            


            
              
                
                  
                  

                

                
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            Section
              7.9 Parent
              Common Stock Lockup.
              Russell
              agrees that he will not during the period commencing on the date hereof
              and
              ending on the date one hundred eighty (180) days following the Closing
              Date:
              (i) lend; offer; pledge; sell; contract to sell; sell any option or
              contract to purchase; purchase any option or contract to sell; grant
              any option,
              right, or warrant to purchase; or otherwise transfer or dispose of,
              directly or
              indirectly, any shares of Parent Common Stock or any securities convertible
              into
              or exercisable or exchangeable (directly or indirectly) for Parent
              Common Stock
              or (ii) enter into any swap or other arrangement that transfers to another,
              in whole or in part, any of the economic consequences of ownership
              of such
              securities, whether any such transaction described in clause (i) or (ii)
              above is to be settled by delivery of Parent Common Stock or other
              securities,
              in cash, or otherwise. 

             

            ARTICLE
              8

             

            CONDITIONS
              PRECEDENT

             

            Section
              8.1 Conditions
              to Obligations of Each Party.
              The
              respective obligations of Buyer and Seller to consummate the transactions
              contemplated by this Agreement shall be subject to the fulfillment
              at or prior
              to the Closing Date of each of the following conditions:

             

            (a) Regulatory
              Consent.
              All
              filings required to be made prior to the Closing by Seller or Buyer,
              and all
              consents, approvals and authorizations required to be obtained prior
              to the
              Closing by the Seller or Buyer, from any Governmental Entity
              (collectively, “Governmental
              Consents”)
              in
              connection with the execution and delivery of this Agreement and the
              consummation of the transactions contemplated hereby by Seller or Buyer
              shall
              have been made or obtained (as the case may be). 

             

            (b) No
              Order.
              No
              Governmental Entity of competent jurisdiction shall have enacted, issued,
              promulgated, enforced or entered any statute, rule, regulation, executive
              order,
              decree, injunction or other order (whether temporary, preliminary or
              permanent)
              which (i) is in effect and (ii) has the effect of making the transactions
              contemplated hereby illegal or otherwise prohibiting consummation of
              the
              transactions contemplated hereby.

             

            (c) Governmental
              Restrictions.
              There
              shall not be any pending or threatened suit, action or proceeding asserted
              by
              any Governmental Entity challenging or seeking to restrain or prohibit
              the
              consummation of the transactions contemplated by this Agreement, the
              effect of
              which restraint or prohibition if obtained would cause the condition
              set forth
              in Section 7.1(b) to not be satisfied.

             

            Section
              8.2 Conditions
              to Obligations of Seller.
              The
              obligations of Seller to sell, convey, transfer, assign and deliver
              the Property
              shall be subject to the fulfillment at or prior to the Closing Date
              of each of
              the following conditions:

             

            (a) Representations
              and Warranties.
              The
              representations and warranties of Buyer set forth in this Agreement
              shall be
              true and correct in all material respects (except for those representations
              and
              warranties which have already been qualified with respect to materiality
              and
              therefore shall be true and correct in all respects) as of the date
              hereof and
              as of the Closing Date, as if such representations and warranties were
              made as
              of the date hereof and as of the Closing Date (except as to any such
              representation or warranty which speaks as of a specific date, which
              must be
              true and correct as of such specific date) and Seller or Russell shall
              have
              received a certificate signed on behalf of Buyer by an authorized officer
              of
              Buyer to such effect (“Buyer
              Closing Certificate”).

             

            


            
              
                
                  
                  

                

                
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            (b) Agreements
              and Covenants. Buyer shall have performed or complied in all material
              respects
              with all agreements and covenants required by this Agreement to be
              performed or
              complied with by it on or prior to the Closing Date, and the Buyer
              Closing
              Certificate shall include a provision to such effect.

             

            (c) Merger
              Agreement.
              The
              transactions contemplated by the Merger Agreement shall have closed
              (or will
              close simultaneous with this Agreement).

             

            Section
              8.3 
              Conditions to the Obligations of Buyer .
              The
              obligation of Buyer to purchase the Property shall be subject to the
              fulfillment
              at or prior to the Closing Date of each of the following
              conditions:

             

            (a) Representations
              and Warranties.
              The
              representations and warranties of Seller shall be true and correct
              in all
              material respects (except for those representations and warranties
              which have
              already been qualified with respect to materiality and which shall
              be true and
              correct in all respects) as of the date hereof and as of the Closing
              Date, as if
              such representations and warranties were made as of the date hereof
              and as of
              the Closing Date (except as to any such representation or warranty
              which speaks
              as of a specific date, which must be true and correct as of such specific
              date)
              and Buyer shall have received a certificate signed on behalf of Seller
              by an
              authorized officer of Seller to such effect.
              (“Seller
              Closing Certificate”).

             

            (b) Agreements
              and Covenants.
              Seller
              shall have performed or complied in all material respects with all
              agreements
              and covenants required by this Agreement to be performed or complied
              with by it
              at or prior to the Closing Date
              and the
              Seller Closing Certificate shall include a provision to such
              effect.

             

            (c) Consents.
              Seller
              shall have obtained all consents, waivers, permits and approvals required
              to be
              obtained by Seller in connection with the consummation of the transactions
              contemplated hereby, other than consents, waivers and approvals the
              absence of
              which, either alone or in the aggregate, could not reasonably be expected
              to
              have a Material Adverse Effect and the Seller Closing Certificate shall
              include
              a provision to such effect.

             

            (d) Absence
              of Certain Changes.
              No
              Material Adverse Effect shall have occurred.

             

            (e) Merger
              Agreement.
              The
              transactions contemplated by the Merger Agreement shall have closed
              (or will
              close simultaneous with this Agreement). 

             

            (f) FIRPTA
              Certificate.
              Seller
              shall deliver to Buyer on or before the Closing Date an affidavit in
              the form of
              Exhibit F to the effect that they are not a “foreign person” within the meaning
              of Code Section 1445.

             

            


            
              
                
                  
                  

                

                
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            (g) Contract
              Assignments.
              Seller
              shall have delivered to Buyer evidence reasonably satisfactory to Buyer
              that
              each Person set forth on Schedule
              8.3(g)
              attached
              hereto, consented to the assignment to Buyer of the Contract set forth
              opposite
              such Person’s name, but only those Contracts which consent of the Person is
              required.

             

            (h) On
              the
              Closing Date, the Title Company shall be unconditionally and irrevocably
              committed to issue to Buyer a separate American Land Title Association
              Owner’s
              Policy Form B (Amended 06/2006) of title insurance for each individual
              parcel of
              Real Property, in such amount to be provided seven (7) days after the
              signing of
              this Agreement (such amount to be allocated between each individual
              parcel of
              Real Property as set forth on Schedule
              2.2
              attached
              hereto). Such title insurance polices will contain CLTA form endorsements,
              insuring Buyer that fee simple absolute title to the Real Property
              (other than
              the Flagstaff Property which shall be a ground leasehold interest policy)
              is
              vested in Buyer subject only to the Permitted Liens.

             

            ARTICLE
              9

             

            INDEMNIFICATION

             

            Section
              9.1 Indemnification.
              (a)
Indemnification
              by Seller and Russell.
              Subject
              to the limits set forth in this Section 9.1, from and after the Closing,
              Russell
              and Seller shall, jointly and severally, indemnify, defend and hold
              Buyer, its
              affiliates and their respective officers, directors, shareholders,
              employees,
              agents and representatives (the “Buyer
              Indemnified Persons”)
              harmless from and in respect of any and all claims, causes of action,
              suits
              (whether arising in contract, tort or otherwise) losses, damages, costs
              and
              reasonable expenses (including reasonable fees and expenses of counsel
              including
              both those incurred in connection with the defense or prosecution of
              the
              indemnifiable claim and those incurred in connection with the successful
              enforcement of this provision, whether or not related to a Third Party
              Claim)
              (collectively, “Losses”),
              that
              they may incur arising out of or due to:

             

            (i) the
              inaccuracy or breach of any representation or warranty of the Seller
              or Russell
              contained in Section 6.1 of this Agreement, or any certificate delivered
              by
              Seller or Russell to Buyer pursuant to this Agreement in connection
              with the
              Closing;

             

            (ii) the
              non-fulfillment or breach of any covenant or agreement of the Seller
              or Russell
              contained in this Agreement; 

             

            (iii) liabilities
              of Russell or Seller for any broker’s or finder’s fees or other fees and
              expenses, including, but not limited to, legal fees and expenses incurred
              by
              Seller or Russell in connection with the transactions contemplated
              by this
              Agreement and not paid by Seller or Russell prior to the Closing;

             

            (iv) failure
              by Seller or Russell to perform all obligations of Seller in accordance
              with the
              Contracts prior to the Closing; 

             

            (v) failure
              by Seller or Russell to perform all obligations of Seller in accordance
              with the
              Permits prior to the Closing; 

             

            (vi) liabilities
              of Russell or Seller related to the 126 Group, LLC;

             

            


            
              
                
                  
                  

                

                
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            (vii) liabilities
              of Russell or Seller related to oral arrangements listed on Schedule
              9.1(a)(vii);

             

            (viii) the
              non-fulfillment or breach of any covenant, agreement or representation
              and
              warranty contained in the Merger Agreement by Russell or Oreganos Pizza
              Bistro,
              Inc.; 

             

            (ix) all
              Taxes
              of the Seller for all periods except to the extent provided in Section
              10.4;
              and

             

            (x) any
              Tax
              liabilities of Russell arising out of or related to Russell's ownership
              interest
              in any Person.

             

            (b) Indemnification
              by the Buyer.
              Subject
              to the limits set forth in this Section 9.1, from and after the Closing,
              Buyer
              agrees to indemnify, defend and hold Seller and his affiliates and
              their
              respective officers, directors, shareholders, employees, agents and
              representatives (the “Seller
              Indemnified Persons”)
              harmless from and in respect of any and all Losses that they may incur
              arising
              out of or due to:

             

            (i) the
              inaccuracy or breach of any representation or warranty of Buyer contained
              in
              Section 6.2 of this Agreement, or any certificate delivered by Buyer
              to Seller
              pursuant to this Agreement in connection with the Closing;

             

            (ii) the
              non-fulfillment or breach of any covenant or agreement of Seller contained
              in
              this Agreement; 

             

            (iii) the
              non-fulfillment or breach of any covenant, agreement or representation
              and
              warranty contained in the Merger Agreement by Restaurant Acquisition
              Partners,
              Inc., Oregano’s Acquisition, Inc., Oregano’s Holdings, LLC (or their assignees);
              and

             

            (iv) liabilities
              of Buyer for any broker’s or finder’s fees or other fees and
              expenses.

             

            (c) Certain
              Limitations.
              Anything in this Article 9 to the contrary notwithstanding:

             

            (i) Except
              in
              the case of fraud or intentional misrepresentation, no Losses shall
              be
              recoverable by the Buyer Indemnified Persons pursuant to the provisions
              of
              Section 9.1(a)(i) or the Seller Indemnified Persons pursuant to the
              provisions
              of Section 9.1(b)(i), as the case may be, in respect of breaches of
              representations and warranties (other than the representations and
              warranties
              set forth in Sections 6.1(a), (b), (h), (j), (m) and Sections 6.2(a)
              and (d))
              and no claim therefor shall be asserted for any purpose hereunder,
              unless and
              only to the extent that the amount of such Indemnified Party’s Losses equals or
              exceeds $100,000 (the “Indemnity
              Deductible”)
              in the
              aggregate, in which case only Losses in excess of the Indemnity Deductible
              shall
              be recoverable.

             

            


            
              
                
                  
                  

                

                
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            (ii) Except
              in
              the case of fraud or intentional misrepresentation, the aggregate of
              the sum of
              indemnification obligations of Russell and/or Seller (other than the
              representations and warranties set forth in Sections 6.1(a), (b), (h),
              (j) and
              (m)) pursuant to the provisions of Section 9.1(a)(i) or Buyer pursuant
              to the
              provisions of Section 9.1(b)(i) (other than the representations and
              warranties
              set forth in Sections 6.2(a) and (d)), as the case may be, shall be
              limited to
              an amount equal to the Purchase Price; 

             

            (iii) The
              amount of any Losses
              by
Buyer
              Indemnified Persons
              or
              Seller Indemnified
              Persons,
              as the
              case may be, shall
              be
              reduced by any insurance (after Taxes) which such party actually receives
              under
              insurance policies in effect immediately prior to the Closing in respect
              of or
              as a result of such Losses or the facts or circumstances relating thereto;
              provided, that each Indemnified Party agrees to diligently pursue any
              claims
              under such policies as may be available in respect of any Losses indemnified
              hereunder; provided,
              however,
              that no
              such Indemnified Party shall have an obligation or be required to commence
              litigation against any third party to recover such proceeds.

             

            (iv) None
              of
              the Buyer Indemnified Persons or the Seller Indemnified Persons shall
              be
              entitled to recover from the respective other Party hereunder for the
              same Loss
              more than once. For the avoidance of doubt, except as set forth in
              Section
              9.1(c)(ii), in no event shall Seller and Russell be liable for any
              Losses
              hereunder and under Merger Agreement in an aggregate amount in excess
              of the
              aggregate of the Purchase Price and the Total Merger Consideration
              (as defined
              in the Merger Agreement).

             

            (v) Except
              in
              the case of fraud or intentional misrepresentation, Seller, Russell,
              Buyer, the
              Buyer Indemnified Persons and Seller Indemnified Persons agree that
              the sole and
              exclusive remedy for Losses for any matters relating to this Agreement
              (including the Exhibits and Schedules to this Agreement), any certificate
              delivered pursuant hereto and the transactions contemplated hereby
              shall be the
              rights to indemnification set forth in this Article 9; provided,
              however,
              that
              nothing contained herein shall limit any non-monetary equitable remedy
              of the
              Buyer Indemnified Persons and Seller Indemnified Persons. Notwithstanding
              anything to the contrary contained herein, any indemnification obligation
              that
              becomes payable to any Buyer Indemnified Persons or Seller Indemnified
              Persons,
              as the case may be, pursuant to and in accordance with this Article
              9 or Article
              8 of the Merger Agreement may be satisfied (at the option of the Indemnifying
              Party) in Parent Common Stock held by such Indemnifying Party, cash
              or any
              combination thereof. For the avoidance of doubt, the preceding sentence
              shall
              not otherwise limit claims against Russell or Seller.  

             

            (vi) For
              the
              purpose of determining the value of the Parent Common Stock used to
              satisfy any
              indemnification claim by Buyer pursuant to and in accordance with this
              Article 9
              or Article 8 of the Merger Agreement, the value of a share of Parent
              Common
              Stock shall be equal to the value used to calculate the Preliminary
              Parent Stock
              Consideration (as defined in the Merger Agreement). 

             

            (d) Survival
              Generally.
              Except
              as set out in Sections 9.1(e), (g) and (h), liability
              for breaches of the representations and warranties of the parties hereto
              contained in this Agreement shall terminate upon the expiry of the
              period of
              twelve (12) months following the Closing Date, except:

             

            


            
              
                
                  
                  

                

                
                  21

                  
                    

                  

                

                
                  
                  

                

              

            

             

            (i) in
              the
              case of fraud or intentional misrepresentation, in which case liability
              shall
              continue indefinitely; and

             

            (ii) to
              the
              extent that, during such period, the party hereto seeking indemnification
              shall
              have given notice to the other party hereto from which indemnification
              of a
              claim is sought in respect of any such representation, warranty or
              covenant, in
              which case liability for such representation, warranty or covenant
              shall
              continue in full force and effect until the final determination of
              such
              claim.

             

            (e) Tax
              Survival.
              The
              representations, warranties and covenants of the Russell and the Company
              relating to the Tax liability of the Company including, without limiting
              the
              generality of the foregoing, those set forth in Section 6.1(j), continue
              in full
              force and effect for the benefit of Buyer until 90 days after the expiration
              of
              the relevant statute of limitation for collection or assessment of
              Tax by a
              Governmental Entity.

             

            (f) [Reserved]

             

            (g) Other
              Survival.
              The
              representations and warranties of the parties hereto set forth in Sections
              6.1(a),(b), (m) and Sections 6.2(a) and (d), and
              the
              applicable parties’ liability in connection therewith shall survive
              indefinitely.

             

            (h) Claims
              for Indemnification.
              No
              party hereto or other Person shall be entitled to indemnification pursuant
              to
              this Agreement unless such party hereto or other Person has given written
              notice
              of its claim for indemnification within the survival periods specified
              in the
              foregoing provisions of this Section 9.1.

             

            (i) Notice
              and Opportunity to Defend.
              If
              there occurs an event which a party asserts is an indemnifiable event
              pursuant
              to Section 9.1(a) or 9.1(b), the party or parties seeking indemnification
              shall
              notify the other party or parties obligated to provide indemnification
              (the
“Indemnifying
              Party”)
              promptly, but no later than ninety (90) days, after such Indemnifying
              Party
              receives written notice of any claim, event or matter as to which indemnity
              may
              be sought (a “Claim
              Notice”).
              Each
              Claim Notice shall contain a reasonable and good faith estimate of
              the Losses
              (each such estimate, a “Loss
              Estimate”)
              against which such Indemnified Party seeks indemnification, to the
              extent such
              an estimate can be made, a description, in reasonable detail, of each
              individual
              item of Loss, the date such item was paid or accrued, the basis for
              any
              anticipated liability and the nature of the misrepresentation, default,
              breach
              of warranty or breach of covenant or claim to which each such item
              is related
              and the computation of the amount to which such Indemnified Party claims
              to be
              entitled hereunder. The failure of the Indemnified Party to give notice
              as
              provided in this Section 9.1(i) shall not relieve any Indemnifying
              Party of its
              obligations under Section 9.1, except to the extent that such failure
              materially
              prejudices the rights of any such Indemnifying Party. In the event
              of any claim,
              action, suit, proceeding or demand asserted by any person who is not
              a party (or
              a successor to a party) to this Agreement (a “Third
              Party Claim”)
              which
              is or gives rise to an indemnification claim, the Indemnifying Party
              may elect
              within ten (10) days to acknowledge its obligations to indemnify the
              Indemnified
              Party therefor and to assume the defense of any such claim or any litigation
              resulting therefrom, provided that counsel for the Indemnifying Party,
              who shall
              conduct the defense of such claim or any litigation resulting therefrom,
              shall
              be approved by the Indemnified Party (whose approval shall not unreasonably
              be
              withheld), and the Indemnified Party may participate in such defense
              at the
              Indemnified Party’s expense, which shall include counsel of its choice; provided
              that the Indemnified Party shall have the right to employ, at the Indemnifying
              Party’s expense, one counsel of its choice in each applicable jurisdiction
              (if
              more than one jurisdiction is involved) to represent the Indemnified
              Party if,
              in the Indemnified Party’s reasonable judgment, there exists an actual or
              potential conflict of interest between the Indemnified Party and the
              Indemnifying Party or if the Indemnifying Party (i) elects not to defend,
              compromise or settle a Third-Party Claim, (ii) fails to notify the
              Indemnified
              Party within the required time period of its election as provided in
              this
              section, or (iii) having timely elected to defend a Third-Party Claim,
              fails, in
              the reasonable judgment of the Indemnified Party, after at least ten
              (10) days
              notice to the Indemnifying Party, to adequately prosecute or pursue
              such
              defense, and in each such case the Indemnified Party may defend such
              Third-Party
              Claim on behalf of and for the account and risk of the Indemnifying
              Party. The
              Indemnifying Party, in the defense of any such claim or litigation,
              shall not,
              except with the written consent of the Indemnified Party, consent to
              entry of
              any judgment or entry into any settlement which does not include as
              an
              unconditional term thereof the giving by the claimant or plaintiff
              to the
              Indemnified Party of a release from all liability in respect of such
              claim or
              litigation. The Indemnified Party shall not settle or compromise any
              such claim
              without prior written consent of the Indemnifying Party, which consent
              shall not
              be unreasonably withheld. The Indemnified Party shall furnish such
              information
              regarding itself or the claim in question as the Indemnifying Party
              may
              reasonably request in writing and as shall be reasonably required in
              connection
              with the defense of such claim and litigation resulting therefrom.

             

            


            
              
                
                  
                  

                

                
                  22

                  
                    

                  

                

                
                  
                  

                

              

            

             

            (j)  Any
              indemnification payment pursuant to this Article 9 shall, to the maximum
              extent
              permitted by law, be treated as an adjustment to the Purchase
              Price.

             

            Section
              9.2 Offset
              Rights.
              

             

            (a) Buyer
              shall have the right to offset against the Total Holdback Amount and/or
              the Real
              Estate Adjustment Amount for the amount of any indemnity claim of any
              Buyer
              Indemnified Persons pursuant to this Article 9. 

             

            (b) Neither
              the exercise nor the failure to exercise such right of setoff or to
              give a
              notice of claim will constitute an election of remedies or limit Buyer
              in any
              manner in the enforcement of any other remedies that may be available
              to
              it.

             

            Section
              9.3 Resolution
              of Claims.
              (a) In
              the event that any Indemnifying Party objects to the amount of any
              Loss claimed
              in any Claim Notice or disputes the Indemnifying Party’s liability therefor, the
              Indemnifying Party shall, prior to twenty (20) calendar days following
              the
              Indemnifying Party’s receipt of such Claim Notice (the “Response
              Date”),
              deliver to the Indemnified Party a written notice (a “Response
              Notice”)
              specifying in reasonable detail each amount set forth in such Claim
              Notice to
              which the Indemnifying Party objects and the nature and basis for each
              such
              objection. If the Indemnified Party shall not have received a Response
              Notice
              prior to the Response Date, the Indemnified Party and the Indemnifying
              Party
              shall be deemed to have agreed to the Claim Notice and to have acknowledged
              the
              correctness of the Losses claimed therein and the Indemnifying Party’s liability
              therefor. If the Indemnified Party shall have received a Response Notice
              prior
              to the Response Date, the Indemnifying Party and the Indemnified Party
              shall
              negotiate in good faith concerning the related Claim Notice and the
              Losses
              claimed and other matters set forth therein until such Claim Notice,
              Loss
              Estimate and matters shall have been finally determined. A Claim Notice,
              any
              Losses claimed therein and any other matters set forth therein shall
              be deemed
              to be “finally determined” for purposes of this Agreement when such Claim
              Notice, amounts and matters have been resolved (i) by a written agreement
              of the
              Indemnifying Party and the Indemnified Party, or (ii) by order of a
              court having
              jurisdiction.

             

            


            
              
                
                  
                  

                

                
                  23

                  
                    

                  

                

                
                  
                  

                

              

            

            


            ARTICLE
              10

             

            CLOSING
              AND TERMINATION

             

            Section
              10.1 Procedure.
              Seller
              and Buyer shall cause the following to occur at the Closing on the
              Closing
              Date:

             

            (a) The
              Deeds, each duly executed and acknowledged by Seller, shall be recorded
              in the
              Official Records of the County of Maricopa and County of Pima, as
              applicable.

             

            (b) Seller
              shall date as of the Closing Date, execute and deliver to Buyer (i) the
              Assignment of Contracts, (ii) the Assignment of Permits, (iii) Seller
              Closing Certificate, and (iv) a Certificate of Non-Foreign Status in
              accordance with section 1445 of the Code in the form of Exhibit F
              attached hereto.

             

            (c) Buyer
              shall date as of the Closing Date, execute and deliver to Seller (i) the
              Assignment of Contracts, and (iii) Buyer Closing Certificate.

             

            (d) Buyer
              shall pay to Seller the Closing Purchase Price for the Property in
              accordance
              with section 2.2 hereof.

             

            (e) The
              Title
              Company shall issue to Buyer the title insurance policy(ies) described
              in
              section 8.3(i) hereof.

             

            (f) The
              Title
              Company shall file the information return for the sale of the Property
              required
              by section 6045 of the Code.

             

            Section
              10.2 Possession.
              Seller
              shall transfer possession of the Real Property and the Personal Property
              to
              Buyer on the Closing Date. If not previously delivered to Buyer, Seller
              shall
              deliver originals of the documents described in section 5.1 hereof
              (to the
              extent Seller has originals or the originals are in Seller’s control), all
              files, correspondence, maintenance records and operating manuals relating
              to the
              Real Property, and all keys (properly tagged or identified) to the
              Real Property
              to Buyer on the Closing Date. The originals of such documents and such
              keys
              shall become the property of Buyer on the Closing Date. At the Buyer’s request,
              on the Closing Date or as soon thereafter as practicable, Seller and
              Buyer shall
              send notices to all vendors and contractors under the Contracts informing
              them
              that Seller sold the Property to Buyer on the Closing Date.

             

            
              
                
                  
                  

                

                
                  24

                  
                    

                  

                

                
                  
                  

                

              

            

             

            Section
              10.3 Closing
              Costs.
              Seller
              will pay as part of its closing prorations: (i) one-half of the escrow fees
              charged by Escrow Agent; (ii) all recording fees associated with the
              recordation of the Deeds; (iii) the cost of removing or releasing those
              financial liens that Seller is required to release; (iv) the title premiums
              for the standard owner’s title insurance coverage; and (v) Seller’s
              attorney fees and any other expenses that are payable by Seller under
              this
              Agreement. Buyer will pay as part of its closing prorations: (i) one-half
              of the escrow fees charged by Escrow Agent; (ii) all recording fees
              associated with Buyer’s financing; (iii) the title premiums for extended
              owner’s coverage and charges for endorsements requested by Buyer; and
              (iv) Buyer’s attorney fees and any other expenses that are payable by Buyer
              under this Agreement

             

            Section
              10.4 Prorations.
              Real
              property taxes, assessments and rents in connection with the Real Property
              and
              Improvements will be prorated as of the Close of escrow with the tax
              proration
              to be based upon the most current available information. Buyer will
              pay all
              assessment installments on the Property that are due after the Close
              of escrow.
              Utility charges and operating expenses and any prorations that cannot
              be made on
              that date will be made between Buyer and Seller outside of the Close
              of escrow.
              Rents will be credited to Seller and expenses will be charged to Seller
              through
              the day before the Closing Date. Rents will be credited to Buyer and
              expenses
              will be charged to Buyer on and after the Closing Date. To the extent
              any of the
              proration items described above cannot be accurately prorated on the
              Close of
              escrow, Buyer and Seller agree that a post-closing adjustment or re-proration
              will be made outside of escrow with 120 days after the Close of
              escrow.

             

            Section
              10.5 Termination.
              This
              Agreement may be terminated at any time prior to the Closing:

             

            (a) by
              mutual
              written consent of the parties hereto at any time;

             

            (b) by
              any
              party hereto, if, at the Parent Stockholders’ Meeting (as defined in the Merger
              Agreement), including any adjournments thereof, this Agreement and
              the
              transactions contemplated thereby shall fail to be approved and adopted
              by the
              affirmative vote of the holders of Parent Common Stock required under
              Restaurant
              Acquisition Partners, Inc.’s certificate of incorporation, or the holders of 20%
              or more of the number of shares of Parent Common Stock issued in Restaurant
              Acquisition Partners, Inc.’s initial public offering and outstanding as of the
              date of the record date of the Parent Stockholders’ Meeting (as defined in the
              Merger Agreement) exercise their rights to convert the shares of Parent
              Common
              Stock held by them into cash in accordance with Restaurant Acquisition
              Partners,
              Inc.’s certificate of incorporation; 

             

            (c) by
              Buyer,
              Russell or Seller if the Closing shall not have been consummated by
              December 20,
              2008 (the “Termination
              Date”);
              provided,
              however,
              that
              the right to terminate this Agreement pursuant to this Section 10.5(c)
              shall not
              be available to any party hereto whose failure to perform any of its
              obligations
              under this Agreement results in the failure of the Closing to be consummated
              by
              such date; provided further
              that so
              long as Restaurant Acquisition Partners, Inc. has mailed the Proxy
              Statement (as
              defined in the Merger Agreement) to its stockholders on or prior to
              the
              Termination Date, the Termination Date shall be automatically extended
              to
              January 15, 2009;

            


            
              
                
                  
                  

                

                
                  25

                  
                    

                  

                

                
                  
                  

                

              

            

             

            (d) by
              Buyer,
              if Seller or Russell shall have breached or failed to perform in any
              material
              respect any of its representations, warranties, covenants or other
              agreements
              contained in this Agreement, which breach or failure to perform (A)
              would give
              rise to the failure of a condition set forth in Section 8.3(a) and
              (b), and (B)
              is incapable of being cured by Seller prior to the Termination Date
              or is not
              cured by Seller or Russell, as applicable, within thirty (30) days
              following
              receipt of written notice from Buyer of such breach or failure to perform;
              or

             

            (e) by
              Seller
              or Russell, if Buyer shall have breached or failed to perform in any
              material
              respect any of its representations, warranties, covenants or other
              agreements
              contained in this Agreement, which breach or failure to perform (A)
              would give
              rise to the failure of a condition set forth in Section 8.2(a) and
              (b), and (B)
              is incapable of being cured by Buyer prior to the Termination Date
              or is not
              cured by Buyer within thirty (30) days following receipt of written
              notice from
              Seller or Russell of such breach or failure to perform.

             

            Section
              10.6 Effect
              of Termination.
              In the
              event of termination of this Agreement by Russell, Buyer or Seller
              as provided
              in Section 10.5, this Agreement shall forthwith become null and void
              and have no
              effect, without any liability or obligation on the part of any party
              hereto,
              other than the provisions of this Section 10.6, Section 7.5 and Article
              9 which
              provisions shall survive such termination.

             

            ARTICLE
              11


            DEFINITIONS
              AND USAGE 

             

            Section
              11.1 Defined
              Terms.
              As used
              in this Agreement, the following defined terms have the meanings indicated
              below:

             

             “affiliate”
              means,
              as applied to any Person, any other Person directly or indirectly controlling,
              controlled by or under direct or indirect common control with, such
              Person. For
              purposes of this definition, “control”
              (including with correlative meanings, the terms “controlling,” “controlled
              by”
              and
“under
              common control with”),
              as
              applied to any Person, means the possession, directly or indirectly,
              of the
              power to direct or cause the direction of the management and policies
              of such
              Person, whether through the ownership of voting securities, by contract
              or
              otherwise;

             

            “Closing
              Purchase Price”
means
              the Purchase Price minus the Total Holdback Amount.

             

            “Code”
means
              the Internal Revenue Code of 1986, as amended.

             

            “Environmental
              Laws”
means
              any federal, state, local or foreign law, regulation, order, decree,
              permit,
              authorization, policy, opinion, common law or agency requirement relating
              to:
              (i) the protection, investigation or restoration of the environment,
              health and
              safety, or natural resources; (ii) the handling, use, presence, disposal,
              Release or threatened Release of any chemical substance or (iii) noise,
              odor,
              wetlands, pollution, contamination or any injury or threat of injury
              to persons
              or property.

             

            


            
              
                
                  
                  

                

                
                  26

                  
                    

                  

                

                
                  
                  

                

              

            

             

            “First
              Holdback Payment Date”
means
              twelve (12) months following the Closing Date.

             

            “First
              Holdback Reserve”
means
              the aggregate amount of all (i) Losses of the Buyer Indemnified Persons
              that
              have been finally determined and (ii) Loss Estimates of the Buyer Indemnified
              Persons set forth in any Claim Notices that have been made, but have
              not been
              finally determined (in accordance with Section 9.3),
              prior to the First Holdback Payment Date.

             

            “Hazardous
              Substances”
means
              any substance or material that is described as a toxic or hazardous
              substance,
              waste or material or a pollutant or contaminant (or words of similar
              import)
              regulated, or classified as such, or that foreseeably will be regulated
              or
              classified as such, under any of the Environmental Laws, and includes
              asbestos,
              asbestos-containing material , petroleum (including crude oil or any
              fraction
              thereof, natural gas, natural gas liquids, liquefied natural gas, or
              synthetic
              gas usable for fuel, or any mixture thereof), friable asbestos, petroleum
              products, polychlorinated biphenyls, presumed asbestos-containing material,
              presumed silica-containing material, silica, silica-containing material,
              toxic
              bacteria, mold and urea formaldehyde, radon gas, radioactive matter,
              medical
              waste, and chemicals which may cause cancer or reproductive
              toxicity.

             

            “Initial
              Holdback Amount”
means
              the Total Holdback Amount minus the First Holdback Reserve.

             

            “knowledge”
              (including any derivation thereof such as “known”
or
              “knowing”)
              means:
              (i) with respect to Seller, the knowledge, with a duty of reasonable
              inquiry of
              Persons within the Seller, of Russell and (ii) with respect to Buyer,
              the
              knowledge, with a duty of reasonable inquiry of Persons within Buyer,
              of
              Christopher R. Thomas, Clyde E. Culp III and John M. Creed;

             

            “Legal
              Requirements”
means
              any federal, state, local, municipal, foreign or other law, statute,
              constitution, principle of common law, resolution, ordinance, code,
              edict,
              decree, rule, regulation, arbitration award, license, permit, ruling
              or
              requirement issued, enacted, adopted, promulgated, implemented or otherwise
              put
              into effect by or under the authority of any Governmental Entity.

             

            “Material
              Adverse Effect”
when
              used in connection with an entity shall mean (a) any event, condition,
              circumstances or change, which has or would be reasonably expected
              to have any
              adverse change in or effect on the Property which is material to Seller
              taken as
              a whole; provided,
              however,
              that
              the following shall not be considered a Material Adverse Effect: (i) changes,
              events, inaccuracies, circumstances and effects that are caused by
              or arise out
              of economic or business conditions in the United States generally and
              which do
              not disproportionately impact the Property or (ii) any effect attributable
              to or
              arising out of (x) the public announcement or the pendency of this
              Agreement or
              the performance of this Agreement, (y) any action taken by the Seller
              in
              compliance with this Agreement, (z) changes in Legal Requirements;
              or (b) any
              effect that would materially impair the Seller’s or Russell’s ability to
              consummate the transaction contemplated hereby.

             

            “Merger
              Agreement”
means
              that certain Agreement and Plan of Merger made and entered into as
              of the date
              hereof, by and among Restaurant Acquisition Partners, Inc., Oregano’s
              Acquisition, Inc., Oregano’s Holdings
              LLC,
              Oregano’s Pizza Bistro’s, Inc. and Mark S. Russell.

             

            
              
                
                  
                  

                

                
                  27

                  
                    

                  

                

                
                  
                  

                

              

            

            


             

            “Non-Recourse
              Person”
              shall
              mean the Buyer’s members, directors, managers, officers, employees, agents or
              affiliates;

             

            “Parent
              Common Stock”
              means
              the authorized shares of Restaurant Acquisition Partners, Inc. common
              stock,
              $0.0001 par value.

             

            “Real
              Estate Adjustment Amount”
means
              a
              positive amount equal to the fair market value of the Real Property
              on the third
              anniversary of the Closing Date (as determined in accordance with Section
              2),
minus
              the
              Purchase Price paid at Closing.

             

            “Release”
shall
              mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
              injecting, escaping, leaching, dumping or disposing into the environment,
              including continuing migration, of Hazardous Substances into or through
              soil,
              surface water or groundwater.

             

            “Remaining
              Holdback Amount”
means
              any amount of the First Holdback Reserve that has been finally determined
              not to
              constitute Losses of the Buyer Indemnified Persons.

             

            “Tax”
or
              “Taxes”
means
              any taxes of any kind, including but not limited to those on or measured
              by or
              referred to as income, gross receipts, capital, sales, goods and services,
              use,
              ad valorem, franchise, profits, stamp, license, withholding, employment,
              payroll, premium, value added, property or windfall profits taxes,
              surtaxes,
              environmental transfer taxes, social security taxes, national health
              contributions, pension and employment insurance contributions, customs,
              duties
              or similar fees, assessments or charges of any kind whatsoever, together
              with
              any interest and any penalties, additions to tax or additional amounts
              imposed
              by any Governmental Entity, domestic or foreign.

             

            “Tax
              Return”
means
              any return, declaration, report, election, notice, statement or information
              return and including any amendment, schedule, attachment, part, supplement,
              appendix and exhibit thereto, made, prepared, filed or required to
              be filed with
              any Governmental Entity, domestic or foreign, with respect to
              Taxes.

             

            “Total
              Holdback Amount”
means
              an amount equal to $922,100.

             

            ARTICLE
              12

             

            GENERAL

             

            Section
              12.1 Notices.
              All
              notices and other communications hereunder shall be in writing and
              shall be
              deemed to have been duly given or served for all purposes upon receipt
              of (i)
              hand delivery, (ii) certified or registered mail, return receipt requested,
              (iii) internationally recognized overnight courier service (costs prepaid)
              or
              (iv) telecopy transmission with confirmation of receipt:

             

            if
              to
              Buyer, to:

             

            
              	 	 	
                      Oregano’s
                        Real Estate Holdings LLC

                    


            

            
              	 	 	
                      5950
                        Hazeltine National Drive, Suite 290

                    


            

            
              	 	 	
                      Orlando,
                        Florida 32822

                    


            

            
              	 	 	
                      Attention:
                        Christopher R. Thomas

                    


            

            
              	 	 	
                      Telephone:
                        407-240-9190

                    


            

            
              	 	 	
                      Facsimile:
                        407-240-9176

                    


            

            


            
              
                
                  
                  

                

                
                  28

                  
                    

                  

                

                
                  
                  

                

              

            

             

            with
              a
              copy to:

             

            
              	 	 	
                      Ronald
                        A. Fleming, Jr., Esq.

                    


            

            
              	 	 	
                      Pillsbury
                        Winthrop Shaw Pittman LLP.

                    


            

            
              	 	 	
                      1540
                        Broadway

                    


            

            
              	 	 	
                      New
                        York, New York 10017

                    


            

            
              	 	 	
                      Telephone:
                        212-858-1143

                    


            

            
              	 	 	
                      Facsimile:
                        212-298-9931

                    


            

            


            if
              to
              Seller or Russell to:

             

            
              	 	 	
                      City
                        Surf Management Group, LLC

                    


            

            
              	 	 	
                      7217
                        E. Shea Blvd.

                    


            

            
              	 	 	
                      Scottsdale,
                        Arizona 85260

                    


            

            
              	 	 	
                      Attention:
                        Mark S. Russell

                    


            

            
              	 	 	
                      Telephone:
                        602-829-0898

                    


            

            
              	 	 	
                      Facsimile:
                        480-858-0726

                    


            

             

            with
              a
              copy to:

             

            
              	 	 	
                      Tiffany
                        & Bosco, P.A.

                    


            

            
              	 	 	
                      Third
                        Floor Camelback Esplanade II

                    


            

            
              	 	 	
                      2525
                        East Camelback Road

                    


            

            
              	 	 	
                      Phoenix,
                        AZ 85016-9240

                    


            

            
              	 	 	
                      Attention:
                        Alexander Poulos, Esq. 

                    


            

            
              	 	 	
                      Telephone:
                        602-255-6000

                    


            

            
              	 	 	
                      Facsimile:
                        602-255-0103

                    


            

            


            Section
              12.2 Governing
              Law; Consent to Jurisdiction and Waiver of Jury Trial.
              (a)
              This Agreement shall be governed by and construed in accordance with
              the
              internal substantial laws and not the choice of law rules of the State
              of
              Arizona.

             

            (b) Each
              party hereto hereby irrevocably and unconditionally consents to submit
              to the
              exclusive jurisdiction of the courts of the federal or state courts
              located
              in Arizona,
              for any actions, suits or proceedings arising out of or relating to
              this
              Agreement and the transactions contemplated hereby (and the parties
              hereto agree
              not to commence any action, suit or proceeding relating thereto except
              in such
              courts), and further agrees that service of any process, summons, notice
              or
              document by U.S. registered or certified mail to such party’s principal place of
              business shall be effective service of process for any action, suit
              or
              proceeding arising out of the parties in any such court. Each party
              hereby
              irrevocably and unconditionally waives any objection to the laying
              of venue of
              any action, suit or proceeding arising out of this Agreement or the
              transactions
              contemplated hereby, in such state or federal courts as aforesaid,
              and hereby
              further irrevocably and unconditionally waives its right and agrees
              not to plead
              or claim in any such court that any such action, suit or proceeding
              brought in
              any such court has been brought in an inconvenient forum.

            


            
              
                
                  
                  

                

                
                  29

                  
                    

                  

                

                
                  
                  

                

              

            

            (c) The
              parties hereto each hereby waive trial by jury in any judicial proceeding
              involving, directly or indirectly, any matters (whether sounding in
              tort,
              contract or otherwise) in any way arising out of, related to, or connected
              with
              this Agreement, the transactions contemplated hereby or the relationship
              established hereunder.

             

            Section
              12.3 Counterparts;
              Facsimile Signatures.
              This
              Agreement may be executed in one or more counterparts, all of which
              shall be
              considered one and the same agreement and shall become effective when
              one or
              more counterparts have been signed by each of the parties and delivered
              to the
              other party, it being understood that all parties hereto need not sign
              the same
              counterpart. Delivery by facsimile to counsel for the other party of
              a
              counterpart executed by a party shall be deemed to meet the requirements
              of the
              previous sentence.

             

            Section
              12.4 Entire
              Agreement; Third Party Beneficiaries.
              This
              Agreement and the documents and instruments and other agreements among
              the
              parties hereto as contemplated by or referred to herein, including
              the Schedules
              and Exhibits hereto (a) constitute the entire agreement among the parties
              with
              respect to the subject matter hereof and supersede all prior agreements
              and
              understandings, both written and oral, among the parties with respect
              to the
              subject matter hereof; and (b) are not intended to confer upon any
              other person
              any rights or remedies hereunder (except as specifically provided in
              this
              Agreement).

             

            Section
              12.5 Severability.
              In the
              event that any provision of this Agreement, or the application thereof,
              becomes
              or is declared by a court of competent jurisdiction to be illegal,
              void or
              unenforceable, the remainder of this Agreement will continue in full
              force and
              effect and the application of such provision to other persons or circumstances
              will be interpreted so as reasonably to effect the intent of the parties
              hereto.
              The parties hereto further agree to replace such void or unenforceable
              provision
              of this Agreement with a valid and enforceable provision that will
              achieve, to
              the extent possible, the economic, business and other purposes of such
              void or
              unenforceable provision.

             

            Section
              12.6 Assignment.
              This
              Agreement may not be transferred, assigned, pledged or hypothecated
              by any party
              hereto without the express written consent of the other parties hereto,
              other
              than by operation of law; provided,
              that
              Buyer may assign its rights, interests and obligations hereunder (i)
              to any
              direct or indirect wholly owned subsidiary of Buyer or to any Affiliate
              of which
              the Buyer is a direct or indirect wholly owned subsidiary and (ii)
              for the
              purpose of securing any financing of the transactions contemplated
              hereby;
provided,
              further,
              that if
              Buyer makes any assignment referred to in (i) or (ii) above, Buyer
              shall remain
              liable under this Agreement. This Agreement shall be binding upon and
              shall
              inure to the benefit of the parties hereto and their respective heirs,
              executors, administrators, successors and permitted assigns.

             

            Section
              12.7 Amendment.
              This
              Agreement may be amended by the parties hereto at any time by execution
              of an
              instrument in writing signed on behalf of each of the parties
              hereto.

             

            
              
                
                

              

              
                30

                
                  

                

              

              
                
                

              

            

            Section
              12.8 Extension;
              Waiver.
              At any
              time prior to the Closing, any party hereto may, to the extent legally
              allowed,
              (i) extend the time for the performance of any of the obligations or
              other acts
              of the other parties hereto, (ii) waive any inaccuracies in the representations
              and warranties made to such party contained herein or in any document
              delivered
              pursuant hereto and (iii) waive compliance with any of the agreements
              or
              conditions for the benefit of such party contained herein; provided,
              however
              that no
              such waiver by a party hereto, shall constitute a waiver by such party
              hereto of
              any of its rights or remedies if any other party hereto defaults in
              the
              performance of any covenant or agreement to be performed by such defaulting
              party under this Agreement or if such defaulting party breaches any
              of its
              representation and warranties under Article 6.

             

            Section
              12.9 Specific
              Performance.
              The
              parties hereto agree that immediate and irreparable harm and damage
              would occur
              for which monetary damages alone would not be an adequate remedy in
              the event
              that any of the provisions of this Agreement were not performed in
              accordance
              with their specific terms or were otherwise breached. It is accordingly
              agreed
              that in the event of such breach or non-performance neither party hereto,
              and
              nothing in this Agreement, shall interfere with, delay, obstruct, or
              prevent the
              non-breaching party hereto from taking, or require such party to take,
              any steps
              prior to taking action to seek an interim and interlocutory equitable
              remedy
              (including an injunction or order for specific performance) on notice
              or ex
              parte to enforce its rights or to preserve the status quo or prevent
              irreparable
              harm and each party hereto covenants and agrees not to contest, object
              to, or
              otherwise oppose an application for equitable relief by the other party
              in such
              circumstances, and waives any and all immunities from any equitable
              relief to
              which it may be entitled. Any such relief or remedy shall not be exclusive,
              but
              shall be in addition to all other available legal or equitable remedies.
              Each
              party hereto agrees that the provisions of this Section 12.9 are fair
              and
              reasonable in the commercial circumstances of this Agreement, and that
              neither
              party hereto would have entered into this Agreement but for each party’s
              agreement with the provisions of this Section.

             

            Section
              12.10 No
              Strict Construction.
              The
              parties hereto have participated jointly in the negotiation and drafting
              of this
              Agreement. In the event any ambiguity or question of intent or interpretation
              arises, this Agreement shall be construed as if drafted jointly by
              all parties
              hereto, and no presumption or burden of proof shall arise favoring
              or
              disfavoring any party by virtue of the authorship of any provision
              of this
              Agreement.

             

            
              
                
                

              

              
                31

                
                  

                

              

              
                
                

              

            

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

             

            
              	
                      OREGANO
                        REAL ESTATE HOLDINGS LLC,

                    
	
                      By:
                        /s/
                        Restaurant Acquisition Partners, Inc.

                    
	
                      Its:
                        /s/
                        Managing Member

                    


            

            


            


            
              	
                      By:
                        /s/
                        Christopher R. Thomas

                    
	
                      Name:
                        Christopher R. Thomas

                    
	
                      Title:
                        President & Chief Executive
                        Officer

                    


            

            


            


            
              	
                      CITY
                        SURF MANAGEMENT GROUP, LLC

                    


            

            


            
              	
                      By:
                        /s/
                        Mark S. Russell

                    
	
                      Name:
                        Mark S. Russell

                    
	
                      Title:
                        Manager

                    


            

            


            
              	
                      MARK
                        S. RUSSELL 

                    
	
                      By:
                        /s/
                        Mark S. Russell

                    
	
                      Name:
                        Mark S. Russell

                    


            

             

            

              Signature
                Page to Purchase and Sale Agreement