EMPLOYMENT
        AGREEMENT

      


      THIS
        EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of June 19, 2008 between
        Oregano’s Pizza Bistro, Inc., an Arizona corporation (the “Company”)
        and
        Mark S. Russell (the “Employee”).

       

      INTRODUCTION

       

      Contemporaneously
        with the execution and delivery of this Agreement, Restaurant Acquisition
        Partners, Inc. (the “Parent”),
        Oregano’s Acquisition, Inc., Oregano’s Holdings LLC, the Company and the
        Employee have entered into that certain Agreement and Plan of Merger, dated
        as
        of June 19, 2008 (the “Merger
        Agreement”).
        The
        Company and the Parent desire the Employee’s continued employment with the
        Company, and the Employee wishes to accept such continued employment, upon
        the
        terms and conditions contained in this Agreement.

      


      This
        Agreement shall be effective as of the Closing (as defined in the Merger
        Agreement) (the “Commencement
        Date”).
        In
        the event that the Closing does not occur, this Agreement shall be null and
        void
        and of no effect. 

      


      NOW,
        THEREFORE, in consideration of the mutual covenants and agreements herein
        contained, the parties agree as follows:

      


      1.    Definitions

      


      (a)    “Affiliate”
means
        any person, firm, corporation, partnership, association or entity that, directly
        or indirectly or through one or more intermediaries, controls, is controlled
        by
        or is under common control with the Company. For these purposes, “control” shall
        mean the direct or indirect ownership of equity securities of the applicable
        entity possessing the right to more than fifty percent (50%) of the combined
        ordinary voting power of the outstanding voting equity securities of such
        entity.

      


      (b)    “Board
        of Directors”
means
        the Board of Directors of the Company.

      


      (c)    “Cause”
means
        the occurrence of any of the following events: (i) any act of gross negligence
        or willful misconduct which the Company deems to be materially injurious
        to the
        Company, which remains uncured after ten (10) days written notice by the
        Company; (ii) any act by the Employee of fraud, misappropriation,
        dishonesty, embezzlement or similar conduct against the Company; or
        (iii) conviction of, or entry of a pleading of guilty or no contest by the
        Employee with respect to a felony or any other crime involving
        dishonesty.

      


      (d)
        “Change
        in Control”
means
        any of the following events: 

      


      (i)
        the
        consummation of a merger or consolidation of the Company with or into another
        entity or any other corporate reorganization, if persons who were not
        stockholders of the Company immediately prior to such merger, consolidation
        or
        other reorganization own immediately after such merger, consolidation or
        other
        reorganization fifty percent (50%) or more of the voting power of the
        outstanding securities of each of (A) the continuing or surviving entity
        and (B)
        any direct or indirect parent corporation of such continuing or surviving
        entity;

    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (ii)
      the
      consummation of the sale, transfer or other disposition of all or substantially
      all of the Company’s assets or the stockholders of the Company approve a plan of
complete
      liquidation of the Company;

    


    (iii)
      the
      composition of the Board of Directors changes, such that individuals who,
as
      of the
      Commencement Date, were members of the Board of Directors (the “Incumbent Board”) cease
      for
      any reason to constitute at least a majority thereof; provided, however, that
      any individual becoming a director subsequent to the date hereof whose election,
      or nomination for election by the shareholders of the Company, was approved
      by a
      vote of at least two-thirds of the directors
      then comprising the Incumbent Board shall be considered as though such
      individual were
      a
      member of the Incumbent Board, but excluding, for this purpose, any such
      individual whose initial assumption of office occurs as a result of an actual
      or
      threatened election contest with respect to the election or removal of directors
      or other actual or threatened solicitation of proxies
      by or on behalf of a person other than the Board of Directors; or

    


    (iv)
      any
“person” (as defined below) who, by the acquisition or aggregation of
securities,
      is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
      Exchange Act),
      directly or indirectly, of securities of the Company representing fifty percent
      (50%) or more of the combined voting power of the Company’s then outstanding
      securities ordinarily (and apart from rights accruing under special
      circumstances) having the right to vote at elections of directors
      (the “Base
      Capital Stock”); except
      that any change in the relative beneficial ownership of
      the
      Company’s securities by any person resulting solely from a reduction in the
      aggregate number of outstanding shares of Base Capital Stock, and any decrease
      thereafter in such person’s ownership
      of securities, shall be disregarded until such person increases in any manner,
      directly or
      indirectly, such person’s beneficial ownership of any securities of the Company.
      For purposes of
      this
      Section 1(d)(iv), the term “person” shall have the same meaning as when used in
      Sections 13(d)
      and
      14(d) of the Exchange Act but shall exclude (1) a trustee or other fiduciary
      holding securities
      under an employee benefit plan maintained by the Company or an Affiliate and
      (2)
      a corporation
      owned directly or indirectly by the stockholders of the Company in substantially
      the same
      proportions as their ownership of the stock.

    


    Notwithstanding
      the foregoing, the term “Change in Control” shall not include a transaction
      the sole purpose of which is (a) to change the state of the Company’s
      incorporation, (b)
      to
      form a holding company that will be owned in substantially the same proportions
      by the persons
      who held the Company’s securities immediately before such transaction; or (c) to
      make an
      initial public offering of the Company’s stock.

    


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

    


    (f)
      “Confidential
      Information” means
      data and information relating to the business of the Company or an Affiliate
      which is or has been disclosed to the Employee or of which the Employee became
      aware as a consequence of or through his relationship to the Company or an
      Affiliate
      and which has value to the Company or an Affiliate and is not generally known
      to
      its competitors. Confidential Information shall not include any data or
      information that has been voluntarily
      disclosed to the public by the Company or an Affiliate (except where such public
      disclosure has been made by the Employee without authorization) or that has
      been
      independently developed
      and disclosed by others, or that otherwise enters the public domain through
      lawful means.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (g)
      “Disability” means
      the
      inability of the Employee to perform his duties and responsibilities hereunder
      with appropriate accommodation due to a physical, mental, or emotional
      impairment, as determined by an independent qualified physician (who may be
      engaged
      by the Company), for a one hundred (180) consecutive day period or for an
      aggregate of two
      hundred ten (210) days during any three hundred sixty-five (365) day
      period.

    


    (h)
      “Exchange
      Act” means
      the
      U.S. Securities and Exchange Act of 1934, as amended.

    


    (i)
      “Good
      Reason” means
      the
      occurrence of any of the following events which is not cured by the Company
      within thirty (30) days after the Employee’s written notice to the Company
      of the same: (i) the nature of the Employee’s duties or the scope of his
      responsibilities are materially modified to the Employee’s detriment without the
      Employee’s written consent, (ii) material
      diminution of the Employee’s base salary without the Employee’s written consent,
(iii)
      the
      Company changes the location of the Employee’s place of employment to more than
      fifty (50) miles from its present location, or (iv) a material breach of this
      Agreement by the Company; provided that with respect to any of the foregoing
      events, the Employee gives the Company
      notice of the event within thirty (30) days of the date of the event and
      provided the Employee
      resigns effective upon not less than fourteen (14) days, and not more than
      thirty (30) days
      notice to the Company after the expiration of the Company’s thirty (30) day cure
      period.

     

    (j)
      “Specified
      Employee” shall
      mean a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of
      the Code, as determined by the Compensation Committee of the Board of
      Directors.

    


    (k)
      “Termination
      Date” means
      the
      date which corresponds to the first to occur of (i) the death
      or
      Disability of the Employee, (ii) the last day of the Term as provided in Section
      4(a) below, (iii) the date for termination of employment set forth in a notice
      given pursuant to Section 4(b)
      below, or (iv) the actual date of the Employee’s termination of
      employment.

    


    (l)
      “Trade
      Secrets”
      means
      information including, but not limited to, technical or nontechnical data,
      formulas, patterns, compilations, programs, devices, methods, techniques,
      drawings, processes, financial data, financial plans, product plans or lists
      of
      actual or potential customers
      or suppliers which (i) derives economic value, actual or potential, from not
      being generally
      known to, and not being readily ascertainable by proper means by, other persons
      who can
      obtain economic value from its disclosure or use, and (ii) is the subject of
      efforts that are reasonable
      under the circumstances to maintain its secrecy.

    


    2.
      Terms
      and Conditions of Employment.

    


    (a)
      Employment.
      The
      Company hereby employs the Employee as its Vice-Chairman and the Employee
      accepts employment with the Company in such capacity.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (b)
      Exclusivity.
      Throughout the Employee’s employment hereunder, the Employee shall devote
      substantially all the Employee’s time, energy and skill during regular business
      hours to
      the
      performance of the duties of the Employee’s employment (vacations and reasonable
absences
      due to illness excepted), shall faithfully and industriously perform such
      duties, and shall
      diligently follow and implement all management policies and decisions of the
      Company.

    


    (c)
      Place
      of Employment. The
      Employee shall perform his duties hereunder principally at
      the
      Company’s Scottsdale, Arizona office, with such travel to such other locations
      from time to
      time
      as required.

    


    3.
      Compensation.

    


    (a)
      Base
      Salary. In
      consideration for the Employee’s services hereunder, the Company shall
      pay
      to the Employee an annual base salary in the amount of Three Hundred Thousand
      Dollars $300,000.00 in accordance with the normal payroll payment practices
      of
      the Company and subject to such deductions and withholdings as law or policies
      of the Company, from time to time in effect, require.

    


    (b)
      Bonus
      and Stock Incentive Plan.
      The
      Employee shall be entitled to participate in the Company’s Executive Management
      Bonus Plan and the Company’s Stock Incentive Plan, if any, subject to the terms
      and conditions thereof.

    


    (c)
      Vacation. The
      Employee shall be entitled to vacation in accordance with Company policy,
      but in any event the Employee shall be entitled to no less than 4 weeks of
      vacation per year.
      Vacation shall be taken at times mutually convenient to the Company and the
      Employee.

    


    (d)
      Expenses. The
      Employee shall be entitled to be reimbursed in accordance with the policies
      of the Company, as adopted and amended from time to time, for all reasonable
      and
necessary
      expenses incurred by the Employee in connection with the performance of the
      Employee’s
      duties of employment hereunder. The
      Employee shall, as a condition to such reimbursement, submit verification of
      the
      nature and amount of such expenses, in accordance with
      the
      reimbursement policies adopted from time to time by the Company.

    


    (e)
      Benefits.
      The
      Employee shall be entitled to participate in all employee benefit plans
as
      generally may be made available to similarly situated employees of the Company
      from time to time;
      provided, however, that nothing contained herein shall require the establishment
      or continuation
      of any particular plan or program.

    


    4.
      Term,
      Termination and Termination Payments.

    


    (a)
      Term. The
      term
      of this Agreement (the “Term”) shall commence as of the Commencement Date and
      shall expire on the third (3rd) anniversary of the Commencement Date.
      Thereafter, this Agreement shall be automatically renewed and the Term extended
      for additional
      consecutive terms of one (1) year (each, a “Renewal
      Term”),
      unless
      such renewal is objected
      to by either the Company or the Employee upon sixty (60) days written notice
      prior to the commencement of the next Renewal Term. In the event of renewal,
      the
      last day of the Renewal
      Term shall be deemed the new Termination Date.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b)
      Termination. The
      Employee’s employment by the Company hereunder may be terminated
      before expiration of the Term (i) by mutual agreement of the Employee and the
      Company;
      (ii) by the Employee with Good Reason; (iii) by the Employee within thirty
      (30)
      days following
      a Change in Control; (iv) by the Company without Cause, (v) by the Company
      for
      Cause; or (vi) by the Company or the Employee due to the Disability of the
      Employee. This Agreement shall also terminate immediately upon the death of
      the
      Employee. Notice of termination by either the Company or the Employee shall
      be
      given in writing and shall specify the basis for termination and the Termination
      Date.

    


    (c)
      Effect
      of Termination.
      Upon
      termination of the Employee’s employment hereunder, the Company shall have no
      further obligation to the Employee or the Employee’s estate with respect
      to this Agreement, except for payment of salary amounts, if any, accrued
      pursuant to Section 3(a) hereof and unpaid at the Termination Date, and
      termination payments, if any, set forth
      in
      Section 4(d) hereof, as applicable.

    


    (d)
      Certain
      Terminations. If
      the
      Employee terminates his employment pursuant to Section
      4(b)(ii) or (iii), if the Company terminates the Employee’s employment pursuant
      to Section 4(b)(iv), or
      if the
      Company objects to the renewal of the Agreement pursuant to Section 4(a),
      the
      Company shall be obligated to continue to pay the Employee his annual base
      salary in effect
      at
      the time of termination of employment for eighteen (18) months after the
      Termination Date. Payments made under this Section 4(d) shall be paid as a
      salary continuation beginning with
      the
      first payroll period following the Termination Date and each such salary
      continuation payment
      shall be deemed to be a separate payment for purposes of Section 409A of the
      Code. The
      Employee shall be entitled to participate in the Company’s employee benefit
      plans during the
      salary continuation period in accordance with the terms of such plans or
      programs in effect from
      time
      to time, and to the extent permitted by applicable law.

    


    (e)
      Release.
      Notwithstanding any other provision hereof, the Company’s obligation to pay the
      severance benefit set forth in Section 4(d), if
      applicable, will be contingent upon the Employee executing and providing to
      the
      Company (and not revoking within the revocation period,
      if any, provided pursuant to the applicable release agreement) a form of release
      agreement
      provided by the Company. The Employee shall execute the release within such
      period as is provided for in the applicable release agreement, following the
      Company’s provision of such
      release agreement to the Employee in connection with the Employee’s termination
      of employment.

    


    (f)
      Compliance
      with Code Section 409A. To
      the
      fullest extent applicable, amounts and other
      benefits payable under this Agreement are intended to be exempt from the
      definition of “nonqualified deferred compensation” under Section 409A of the
      Code in accordance with one or more of the exemptions available under the final
      Treasury regulations promulgated under Code
      Section 409A and, to the extent that any such amount or benefit is or becomes
      subject to Code
      Section 409A due to a failure to qualify for an exemption from the definition
      of
nonqualified
      deferred compensation in accordance with such final Treasury regulations, this
      Agreement
      is intended to comply with the applicable requirements of Section 409A of the
      Code with
      respect to such amounts or benefits and will be interpreted and administered
      to
      the extent possible
      in a manner consistent with the foregoing statement of intent. Notwithstanding
      anything herein
      to
      the contrary, (i) if on the date the Employee “separates from service” within
      the meaning
      of Treasury Regulation section 1.409A-1(h), (A) the Company is publicly traded,
      (B) the Employee is a Specified Employee, and (C) the Company reasonably
      determines that (x) a payment or benefit payable hereunder as a result
      of the Employee’s termination of employment constitutes nonqualified deferred
      compensation that is subject to the requirements of Section 409A of the Code
      and
      (y) the deferral of the commencement of such payments or benefits is
      necessary
      in order to prevent any accelerated or additional tax under Section 409A of
      the
      Code, then
      the
      Company will withhold and accumulate such payments or benefits hereunder
      (without any reduction in such payments or benefits ultimately paid or provided
      to Employee) until the date
      that
      is six months following Employee’s separation from service date (or the earliest
      date as is
      permitted under Section 409A of the Code), at which time the withheld and
      accumulated payments shall be paid to the Employee in a single lump sum payment
      and (ii) if any other payments
      of money or other benefits due to Employee hereunder could cause the application
      of an
      accelerated or additional tax under Section 409A of the Code, such payments
      or
      other benefits shall
      be
      deferred if deferral will make such payment or other benefits compliant under
      Section 409A
      of
      the Code, or otherwise such payment or other benefits shall be restructured,
      to
      the extent possible,
      in a manner, determined by the Company, that does not cause such an accelerated
      or additional
      tax.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    5.
      Ownership
      and Protection of Proprietary Information.

    


    (a)
      Confidentiality.
      All
      Confidential Information and Trade Secrets and all physical embodiments thereof
      received or developed by the Employee while employed by the Company are
      confidential to and are and will remain the sole and exclusive property of
      the
      Company. Except to the extent necessary to perform the duties assigned to him
      by
      the Company, the Employee
      will hold such Confidential Information and Trade Secrets in trust and strictest
      confidence,
      and will not use, reproduce, distribute, disclose or otherwise disseminate
      the
Confidential
      Information and Trade Secrets or any physical embodiments thereof and may in
      no
event
      take any action causing or fail to take the action necessary in order to
      prevent, any Confidential
      Information and Trade Secrets disclosed to or developed by the Employee to
      lose
      its character or cease to qualify as Confidential Information or Trade
      Secrets.

    


    (b)
      Return
      of Company Property. Upon
      request by the Company, and in any event upon
      termination of the employment of the Employee with the Company for any reason,
      as a prior condition to receiving any final compensation hereunder (including
      payments pursuant to Section
      4(d) hereof), the Employee will promptly deliver to the Company all property
      belonging to
      the
      Company, including, without limitation, all Confidential Information and Trade
      Secrets (and
      all
      embodiments thereof) then in the Employee’s custody, control or
      possession.

    


    (c)
      Survival. The
      covenants of confidentiality set forth herein will apply on and after
the
      date
      hereof to any Confidential Information and Trade Secrets disclosed by the
      Company or developed
      by the Employee prior to or after the date hereof. The covenants restricting
      the
      use of Confidential
      Information will continue and be maintained by the Employee for a period of
      two
years
      following the termination of this Agreement. The covenants restricting the
      use
      of Trade Secrets
      will continue and be maintained by the Employee following termination of this
      Agreement
      for so long as permitted by applicable law.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    6.
      Contracts
      or Other Agreements with Former Employer or Business.

    


    The
      Employee hereby represents and warrants that he is not subject to any employment
      agreement or similar document, except as previously disclosed and delivered
      to
      the Company, with
      a
      former employer or any business with which the Employee has been associated,
      which on its
      face
      prohibits the Employee during a period of time which extends through the
Commencement
      Date from any of the following: (i) competing with, or in any way participating
      in
      a
      business which competes with the Employee’s former employer or business; (ii)
      soliciting personnel
      of such former employer or business to leave such former employer’s employment
      or to
      leave
      such business; or (iii) soliciting customers of such former employer or business
      on behalf
      of
      another business.

    


    7.
      Remedies.

    


    (a)
      The
      Employee agrees that the covenants and agreements contained in Sections 5
and
      6
      hereof are of the essence of this Agreement; that each of such covenants is
      reasonable and necessary
      to protect and preserve the interests and properties of the Company and the
      business of the
      Company; that the Employee has access to and knowledge of the Company’s business
      and financial plans; that irreparable loss and damage will be suffered by the
      Company should the Employee
      breach any of such covenants and agreements; that each of such covenants and
      agreements
      is separate, distinct and severable not only from the other of such covenants
      and agreements
      but also from the other and remaining provisions of this Agreement; that the
      unenforceability
      of any such covenant or agreement shall not affect the validity or
      enforceability of
      any
      other such covenant or agreements or any other provision or provisions of this
      Agreement;
      and that, in addition to other remedies available to it, the Company shall
      be
      entitled to
      specific performance of this Agreement and to both temporary and permanent
      injunctions to prevent a breach or contemplated breach by the Employee of any
      of
      such covenants or agreements.

    


    8.
      No
      Set-Off.

    


    The
      existence of any claim, demand, action or cause of action by the Employee
      against the Company, or any Affiliate of the Company, whether predicated upon
      this Agreement or otherwise,
      shall not constitute a defense to the enforcement by the Company of any of
      its
      rights hereunder.
      Unless otherwise set forth herein, the existence of any claim, demand, action
      or
      cause of
      action
      by the Company against the Employee, whether predicated upon this Agreement
      or
otherwise,
      shall not constitute a defense to the enforcement by the Employee of any of
      his
      rights hereunder.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    9.
      Notice.

    


    All
      notices, requests, demands and other communications required hereunder shall
      be
      in writing
      and shall be deemed to have been duly given if delivered or if mailed, by United
      States certified
      or registered mail, prepaid to the party to which the same is directed at the
      following addresses (or at such other addresses as shall be given in writing
      by
      the parties to one another):

    

      
        	 	
                If
                  to the Company:

              	
                Oregano’s
                  Pizza Bistro, Inc.

              


      

      
        	 	 	
                7217
                  East Shea Blvd 

              


      

      
        	 	 	
                Scottsdale,
                  AZ 85260 

              


      

      
        	 	 	
                Attention:
                  President 

              


      

      
        	 	 	
                Telephone:
                  480-829-0898 

              


      

      
        	 	 	
                Facsimile:
                  480-998-3926

              


      

       

      
        	 	
                If
                  to the Employee:

              	
                Mark
                  S. Russell

              


      

      
        	 	 	
                c/o
                  Alex Poulos, Esq. 

              


      

      
        	 	 	
                Tiffany
                  & Bosco, P.A. 

              


      

      
        	 	 	
                2525
                  E. Camelback Road 

              


      

      
        	 	 	
                Third
                  Floor

              


      

      
        	 	 	
                Phoenix,
                  AZ 85016 

              


      

      
        	 	 	
                Telephone:
                  602-255-6000 

              


      

      
        	 	 	
                Facsimile:
                  602-255-0103

              


      

    

     

    Notices
      delivered in person shall be effective on the date of delivery. Notices
      delivered by mail as aforesaid shall be effective upon the third calendar day
      subsequent to the postmark date
      thereof.

    


    10.
      Miscellaneous.

    


    (a)
      Assignment. Neither
      this Agreement nor any right of the parties hereunder may be assigned
      or delegated by any party hereto without the prior written consent of the other
      party.

    


    (b)
      Waiver. The
      waiver by the Company of any breach of this Agreement by the Employee
      shall not be effective unless in writing, and no such waiver shall constitute
      the waiver of
      the
      same or another breach on a subsequent occasion.

    


    (c)
        Arbitration. Any
      controversy or claim arising out of or relating to this Agreement, or
      the
      breach thereof, shall be adjudicated through binding arbitration before a single
      arbitrator in accordance
      with the Commercial Arbitration Rules of the American Arbitration Association
      (“AAA”)
      in
      Arizona with the Company bearing responsibility for the filing costs charged
      by
      the AAA for such arbitration. However the provisions of this Section will not
      prevent the Company from
      instituting an action in a court of law under this Agreement for specific
      performance of this Agreement
      or temporary or permanent injunctive relief as provided in Section 7 hereof.
      The
parties
      hereto agree that the exclusive venue for any such lawsuit will be Arizona
      and
      the Employee
      consents to the exercise of personal jurisdiction of Arizona for the purposes
      of
      such lawsuit.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Any
      party
      who desires to submit a claim to arbitration in accordance with this Section
      shall file its demand for arbitration with AAA within thirty (30) days of the
      event or incident giving
      rise to the claim. A copy of said demand shall be served on the other party
      in
      accordance with
      the
      notice provisions in Section 9 of this Agreement. The parties agree that they
      shall attempt
      in good faith to select an arbitrator by mutual agreement within twenty (20)
      days after the responding party’s receipt of the demand for arbitration. If the
      parties do not agree on the selection
      of an arbitrator within that timeframe, the selection shall be made pursuant
      to
      the rules from
      the
      panels of arbitrators maintained by the AAA. Any award rendered by the
      arbitrator shall be
      accompanied by a written opinion providing the reasons for the award. The
      arbitrator’s award shall
      be
      final and non-appealable. Nothing in this Subsection shall prevent the parties
      from settling
      any dispute or controversy by mutual agreement at any time.

    


    (d)
      Applicable
      Law.
      This
      Agreement shall be construed and enforced under and in accordance
      with the laws of the State of Arizona (without regard to choice of law
      provisions).

    


    (e)
      Entire
      Agreement.
      This
      Agreement embodies the entire agreement of the parties hereto
      relating to the subject matter hereof and supersedes all oral agreements, and
      to
      the extent inconsistent
      with the terms hereof, all other written agreements.

    


    (f)
      Amendment.
      This
      Agreement may not be modified, amended, supplemented or terminated
      except by a written instrument executed by the parties hereto.

    


    (g)
      Severability. Each
      of
      the covenants and agreements hereinabove contained shall be deemed
      separate, severable and independent covenants, and in the event that any
      covenant shall be
      declared invalid by any court of competent jurisdiction, such invalidity shall
      not in any manner
      affect or impair the validity or enforceability of any other part or provision
      of such covenant
      or of any other covenant contained herein.

    


    (h)
      Captions
      and Section Headings.
      Except
      as set forth in Section 1 hereof, captions and
      section headings used herein are for convenience only and are not a part of
      this
      Agreement and
      shall
      not be used in construing it.

    


    (i)
      Counterparts.
      This
      Agreement may be executed in counterparts, each of which will
      be
      deemed to be an original hereof, but all of which together will constitute
      one
      and the same
      instrument.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company and the Employee have each executed and
delivered
      this Agreement as of the date first shown above.

    


    
      	
              THE
                COMPANY: 

            
	 
	
              OREGANO’S
                PIZZA BISTRO, INC.

            
	 
	 
	
              
                By: 
                  /s/
                  Mark S. Russell

              

            
	
              
                Mark
                  S. Russell

              

            
	 
	
              Title:
                President

            
	 
	 
	
              THE
                EMPLOYEE: 

            
	 
	
              By:
                /s/ Mark S. Russell

            


    

     

    

      

        -
          Signature Page to the Employment Agreement -