EXHIBIT
      C

     

    FORM
      OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT

    


    This
      Non-Competition and Non-Solicitation Agreement (this “Agreement”)
      is
      made and entered into this -______ day of _________, 2008 by and among Oregano’s
      Pizza Bistro, Inc., an Arizona corporation (the “Company”),
      Restaurant Acquisition Partners, Inc., a Delaware corporation (“Parent”)
      and
Mark
      S.
      Russell
      (“Stockholder”).

    


     

    RECITALS

     

    A.  Pursuant
      to the Agreement and Plan of Merger dated as of June__,
      2008
      (the “Merger
      Agreement”),
      by
      and among Parent, Oregano’s Acquisition, Inc., an Arizona Corporation and a
      wholly-owned subsidiary of Parent, Oregano’s Holdings LLC, a Delaware LLC,
      Stockholder and the Company, the Company will become a wholly-owned subsidiary
      at the Effective Time. 

     

    B.  From
      and
      after the Closing Date, the Company will be engaged, directly or indirectly,
      in
      the business of owning, operating and franchising full service, casual, Pizza
      Bistro restaurants featuring a moderately priced menu specializing in
      Chicago-style thin crust and stuffed pizzas, and unique recipes for pastas,
      sandwiches and salads in facilities designed to evoke the character of Old
      Town
      Chicago in Arizona (the “Business”).

     

    C.  The
      parties acknowledge that the relevant market for the Business is in the West
      and
      Midwest United States and that there exists intense competition amongst
      full-service casual dining restaurants.

     

    D.  Stockholder
      is a key employee and a stockholder of the Company, and has detailed knowledge
      of the Company’s confidential and proprietary information of the
      Company.

     

    E.  Stockholder
      has a material economic interest in the consummation of the transactions
      contemplated by the Merger Agreement and, in order to induce the Parent to
      consummate these transactions, Stockholder has agreed to enter into this
      Agreement.

     

    F.  In
      order
      to protect goodwill, trade secrets and other confidential and proprietary
      information related to the Business, the Parent and Stockholder have agreed
      that
      the Parent’s obligation to consummate the transactions contemplated by the
      Merger Agreement is subject to the condition, among others, that Stockholder
      shall have entered into this Agreement.

     

    G.  Capitalized
      terms used herein and not otherwise defined shall have the meanings ascribed
      to
      them in the Merger Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and mutual covenants and agreements
      hereinafter set forth, Stockholder and the Parent, intending to be legally
      bound, hereby agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      1

     

    NON-COMPETITION

     

    A.  Acknowledgement.
      The
      parties acknowledge and agree that (a) Stockholder has significant knowledge
      and
      information concerning the Company, which shall be purchased by Parent pursuant
      to the Merger Agreement, (b) Stockholder
      has, directly or indirectly, received substantial benefit from the transaction
      contemplated by the Merger Agreement and
      (c)
      the Company is presently doing business in Arizona, and expects to expand
      throughout the West and Midwest. (collectively, the “Covered
      Area”).
      

     

    B.  Non-Competition.
      In
      order
      to protect the Company’s Business including, without limitation, the goodwill of
      the Company’s Business which is being acquired by the Parent pursuant to the
      Merger Agreement; and as an inducement for the Parent and Merger Sub to enter
      into the Merger Agreement and as a condition precedent to the consummation
      of
      the transactions contemplated therein,
      Stockholder agrees that for a period of three (3) years, commencing on the
      Closing Date (the “Non-Compete
      Period”),
      Stockholder shall not anywhere in the Covered Area, directly or indirectly,
      without the express prior written consent of the Parent, engage in any business
      or activity, whether in Stockholder’s capacity as an employee, consultant,
      partner, principal, agent, representative, equity holder of any Person (other
      than the Parent or its Affiliates) or in any other individual, corporate or
      representative capacity (without limitation by specific enumeration of the
      foregoing), own or render any services or provide any advice to any business,
      activity or Person involving the Business, if Stockholder knows or reasonably
      should know that such business, activity or Person engages in the Business.
      Notwithstanding the foregoing, Stockholder may (a) render any services as an
      employee or consultant to any subsidiary, division or other business unit of
      a
      corporation engaged in the Business as long as (i) such subsidiary, division
      or
      other business unit is not engaged in the Business and (ii) Stockholder does
      not
      engage in any business or activity or render any services or provide any advice
      involving the Business, (b) own or render services to restaurants that are
      not
      engaged in the Business, including “fine dining concepts” and (c) own, directly
      or indirectly, up to one percent (1%) of any class of “publicly-traded
      securities” of any Person which owns or operates a business involving the
      Business. For the purposes of this Section 1.B, “publicly-traded securities”
shall mean securities that are traded on a national securities exchange of
      the
      United States or any European Union member country or listed on the NASDAQ
      Global Market. 

     

    C. No
      Interference with the Business; Non-Solicitation.
      Additionally, in order to protect the Company’s Business including, without
      limitation, the goodwill of the Company which is being acquired by the Parent
      pursuant to the Merger Agreement; and as a further an inducement for the Parent
      and Merger Sub to enter into the Merger Agreement and as a condition precedent
      to the consummation of the transactions contemplated therein, Stockholder agrees
      that during the Non-Compete Period, at any time or for any reason, Stockholder
      shall not, directly or indirectly, (a) with respect to the Business, solicit
      or
      divert any business or clients or customers made known to Stockholder during
      his
      employment or consulting relationship (such relationship, the “Service
      Provider Relationship”)
      with
      the Company or the Parent away from the Parent and/or its Affiliates; (b) induce
      customers, clients, suppliers, agents or other Persons under contract or
      otherwise associated or doing business with the Parent and/or its Affiliates
      made known to employee during his Service Provider Relationship with the Company
      or the Parent, to reduce or alter any such association or business with the
      Parent and/or its Affiliates; and/or (c) knowingly solicit any Person in the
      employment of the Parent and/or its Affiliates (other than via a general
      advertisement or other solicitation not addressed specifically to such Person)to
      (i) terminate such employment, and/or (ii) accept employment, or enter into
      any
      consulting arrangement, with any Person other than the Parent and/or its
      Affiliates. For purposes of this Agreement, “Affiliate”
shall
      mean any Person under common control with the Parent within the meaning of
      Sections 414(b), (c), (m) and (o) of the United States Internal Revenue Code
      of
      1986, and the regulations issued thereunder, including the Company.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    ARTICLE
      2

     

    REMEDIES
      AND CONFLICT RESOLUTION

     

    A.  Remedies.
      

     

    (1) The
      parties to this Agreement agree that (i) if Stockholder materially breaches
      Article 1 of this Agreement, the damage to the Parent may be substantial,
      although difficult to ascertain, and money damages will not afford the Parent
      an
      adequate remedy, and (ii) if Stockholder is in material breach of any provision
      of this Agreement, or threatens a breach of Article 1 of this Agreement, the
      Parent shall be entitled, in addition to all other rights and remedies as may
      be
      provided by law, to seek specific performance and injunctive and other equitable
      relief to prevent or restrain a breach of any provision of this Agreement,
      notwithstanding Section 2.B of this Agreement.

     

    (2) All
      of
      the remedies expressly provided for in this Agreement are cumulative of any
      and
      all other remedies that the Parent might have at law or in equity. In addition
      to the remedies provided for in this Agreement, the Parent shall be entitled
      to
      avail itself of all such other remedies as might now or hereafter exist at
      law
      or in equity for compensation and for the specific enforcement of the covenants
      and agreements of Stockholder
      contained herein. Resort to any remedy provided for in this Agreement or by
      law
      shall not prevent the concurrent or subsequent use of any other appropriate
      remedy or remedies and shall not preclude recovery by the Parent of monetary
      damages.

     

    B.  Governing
      Law; Consent to Jurisdiction and Waiver of Jury Trial. 


     

    1.  This
      Agreement shall be governed by and construed in accordance with the internal
      substantive laws and not the choice of law rules of the State of A.


     

    2.  Any
      proceeding brought with respect to, arising out of or relating to this Agreement
      must be brought in any court of competent jurisdiction in Maricopa County of
      Arizona
      and,
      by
      execution and delivery of this Agreement, each party (i) accepts, generally
      and
      unconditionally, and irrevocably submits to, the exclusive jurisdiction of
      such
      courts and any related appellate courts and irrevocably agrees to be bound
      by
      any judgment rendered thereby in connection with this Agreement and (ii) fully,
      irrevocably and unconditionally waives any objection or defense it may now
      or
      hereafter have as to the venue of any such proceeding brought in such a court
      or
      that such court is an inconvenient forum. Each of the parties further agrees
      that service of any notice, process, summons or other document to such party’s
      respective address listed herein in one of the manners set forth in Section
      3.E
      below shall be deemed in every respect effective service of process in any
      such
      proceeding. Nothing herein shall affect the right of any Person to serve process
      in any other manner permitted by applicable law.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    3.  Each
      of
      the Parent and Stockholder hereby further expressly waives its or his respective
      rights to a jury trial of any claim or cause of action based upon or arising
      out
      of this Agreement or any transaction contemplated by this Agreement or any
      other
      dealings between them relating to the subject matter of this Agreement. The
      scope of this waiver is intended to be all-encompassing of any and all disputes
      that may be filed in any court and that related to the subject matter of this
      transaction, including without limitation, contract claims, tort claims, breach
      of duty claims, and all other common law and statutory claims. The Parent and
      Stockholder further warrant and represent that each has reviewed this waiver
      with its legal counsel; and that each voluntarily waives its jury trial rights
      following consultation with legal counsel. This waiver is irrevocable and may
      only be modified in amendments, renewals, supplements or modifications to this
      Agreement, and any other transaction documents. In the event of litigation,
      this
      Agreement may be filed as a written consent to trial (without a jury) by the
      court.

     

    C.  Acknowledgment.
      STOCKHOLDER HAS READ AND UNDERSTANDS THIS ARTICLE 2, WHICH DISCUSSES REMEDIES,
      CONFLICT RESOLUTION AND WAIVER OF JURY TRIAL. STOCKHOLDER UNDERSTANDS THAT
      BY
      SIGNING THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT, THE SELLING
      STOCKHOLDER AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN
      CONNECTION WITH THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT, OR THE
      INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
      THEREOF TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES OF AMERICA AND STATE
      OF ARIZONA COURTS LOCATED IN THE COUNTY OF MARICOPA, AND THAT THIS CLAUSE
      CONSTITUTES A WAIVER OF STOCKHOLDER’S RIGHT TO A JURY TRIAL.

     

    ARTICLE
      3

     

    MISCELLANEOUS

     

    A. Entire
      Agreement.
      This
      Agreement (and the agreements referenced herein), between the Parent, the
      Company and Stockholder embodies the entire agreement and understanding of
      the
      parties hereto in respect of the subject matter contained herein and supersedes
      all prior agreements and understandings between the parties with respect to
      the
      subject matter hereof.

     

    B. Amendment
      and Modification.
      This
      Agreement may be amended or modified only by written agreement of the parties
      hereto. 

     

    C. Waiver.
      Any
      failure of Stockholder to comply with any of its obligations or agreements
      herein contained may be waived only in writing by the Parent. Any failure of
      the
      Parent to comply with any of its obligations or agreements herein contained
      may
      be waived only in writing by Stockholder. No waiver of any breach, failure,
      right or remedy contained in or granted by the provisions of the Agreement
      shall
      constitute a continuing waiver of a subsequent or other breach, failure, right
      or remedy unless the writing so specifies.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    D.  Representations
      and Warranties.
      Each
      party represents and warrants that this Agreement is a legal, valid and binding
      obligation, enforceable against the party in accordance with its terms to the
      fullest extent permitted under applicable federal, state or local law.


     

    E.  Notices.
      All
      notices and other communications hereunder shall be in writing and shall be:
      (a)
      sent by facsimile transmission (effective when receipt is acknowledged unless
      sent on a non-Business Day or after 5:00 p.m. on any Business Day, in which
      event notice shall be deemed received on the next Business Day); (b) personally
      delivered (effective upon personal delivery); or (c) sent by a nationally
      recognized commercial overnight delivery service with provisions for a receipt,
      delivery charges prepaid (effective upon receipt); and shall be addressed to
      the
      Parties, as follows:

     

    1.  
      If to
      the Parent or the Company, to:

     

    Restaurant
      Acquisition Partners, Inc.

    5950
      Hazeltine National Drive, Suite 290

    Orlando,
      Florida 32822

    Attention:
      Christopher R. Thomas

    Telephone:
      407-240-9190

    Facsimile:
      407-240-9176

     

    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

     

     

    2.  
      If to
      Stockholder, to:

     

    _____________________

    _____________________

    _____________________

    Attention:
      Mark S. Russell

    Telephone:
      480-829-0898

    Facsimile:
      480-998-3926

     

    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


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Any
      Party
      may change its address by giving notice to the other Parties of a new address
      in
      accordance with the foregoing provisions. For a period of 3 years after the
      Closing Date, upon any change of any contact information for Stockholder,
      Stockholder will provide the Parent with such change so that during such period,
      the Parent is at all times in possession of the mailing address, telephone
      number and facsimile number at which Stockholder can be reached.

    


    F.  Necessity
      of Restrictions.
      The
      parties acknowledge and agree that the covenants and agreements contained in
      this Agreement have been negotiated in good faith by the parties, and are
      reasonable and are not more restrictive or broader than necessary to protect
      the
      interests of the Parent and the Business, and would not achieve their intended
      purpose if they were on different terms or for periods of time shorter than
      the
      periods of time provided herein or applied in more restrictive geographical
      areas than are provided herein. Each party further acknowledges that the Parent
      would not enter into the Merger Agreement (and consummate the transactions
      contemplated thereby) in the absence of the covenants and agreements contained
      in this Agreement and that such covenants and agreements are essential to
      protect the Business.

     

    G.  Severability.
      Any
      provision of this Agreement which is invalid, illegal or unenforceable in any
      jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
      such invalidity, illegality or unenforceability, without affecting in any way
      the remaining provisions hereof in such jurisdiction or rendering that or any
      other provision of this Agreement invalid, illegal or unenforceable in any
      other
      jurisdiction. In furtherance of and not in limitation to the foregoing, should
      the duration or geographical extent of, or business activities covered by any
      provision of this Agreement be in excess of that which is valid and enforceable
      under applicable law, then such provisions shall be construed to cover only
      that
      duration, extent or activities which may be valid and enforceable. To the extent
      any provision of this Agreement shall be declared invalid or unenforceable
      for
      any reason by any Governmental Entity in any jurisdiction, this Agreement (or
      provision thereof) shall remain valid and enforceable in each other jurisdiction
      where it applies. Stockholder acknowledges the uncertainty of the law in this
      respect and expressly stipulates that this Agreement shall be given the
      construction which renders its provisions valid and enforceable to the maximum
      extent (not exceeding its express terms) possible under applicable
      law.

     

    H.  Binding
      Effect; Benefits.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors and permitted assigns; nothing in this
      Agreement, express or implied, is intended to confer on any Person other than
      the parties and their respective successors and permitted assigns any rights,
      remedies, obligations or liabilities under or by reason of this
      Agreement.


     

    I.  Assignability.
      No party
      may assign, delegate, or otherwise transfer any of its rights or obligations
      under this Agreement without the prior written consent of each other party
      hereto except that the Parent may sell, transfer or assign, in whole or from
      time to time in part, to one or more of its Affiliates, all or a portion of
      the
      shares of the Common Stock of the Surviving Corporation, but no such sale,
      transfer or assignment shall relieve the Parent of its obligations hereunder.
      Any purported violation of this Section 3.I. shall be void.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    J.  Independent
      Review and Advice.
      Stockholder represents and warrants that the Stockholder has carefully read
      this
      Agreement; that Stockholder executes this Agreement with full knowledge of
      the
      contents of this Agreement, the legal consequences thereof, and any and all
      rights which each party may have with respect to one another; that Stockholder
      has had the opportunity to receive independent legal advice with respect to
      the
      matters set forth in this Agreement and with respect to the rights and asserted
      rights arising out of such matters, and that Stockholder is entering into this
      Agreement of Stockholder’s own free will. Stockholder expressly agrees that
      there are no exceptions contrary to the Agreement and no usage of trade or
      regular practice in the industry shall be used to modify the Agreement. Any
      rule
      of construction to the effect that ambiguities are to be resolved against the
      drafting party shall not apply in interpreting this Agreement. The parties
      agree
      that this Agreement shall not be construed for or against either party in any
      interpretation thereof. 

     

    K.  Headings.
      The
      section headings contained in this Agreement are for reference purposes only
      and
      shall not affect in any way the meaning or interpretation of this Agreement.
      

     

    L.  Counterparts.
       This
      Agreement may be executed in any number of counterparts (including by facsimile
      signature), each of which shall be deemed an original but all of which together
      shall constitute one and the same instrument.

     

    [Signature
      page follows.]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Non-Competition and
      Non-Solicitation Agreement effective as of the date first written
      above.

     

    
      	
              OREGANO’S
                PIZZA BISTRO, INC.

               

               

            
	
              Name:

            
	
              Title:
                

            
	 
	
              RESTAURANT
                ACQUISITION PARTNERS, INC.

               

               

            
	
              Name:

            
	
              Title:
                

            
	 
	
              STOCKHOLDER

               

               

            
	
              Signature

               

            
	
              Print
                Name

               

            
	
              Address:  

            	 

	 	 

	 	 



    

    

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        Signature Page to the Non-Competition and Non-Solicitation Agreement
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