**Exhibit
        10.45**
  **MAIN
        STREET RESTAURANT GROUP, INC**




**CHANGE
      OF CONTROL POLICY**




**I.**
            **POLICY**





To
      provide financial assistance and benefits to full-time employees at Main Street
      Restaurant Group, Inc’s., (“Main”) corporate headquarters who are employed at
      the Director, Sr. Director, Vice-President or Executive Vice-President level
      under the circumstances defined as a Qualifying Event in Paragraph II below,
      as
      a result of a change of control (defined hereafter) of Main’s Board of Directors
      or controlling Stockholders. Change of Control (COC) shall be deemed to mean
      that the control of the Board of Directors by the controlling Stockholders
      (stockholders who either collectively or individually own in excess of 15%
      of
      Main’s voting stock and who alone or in concert with other Stockholders are able
      to implement a Qualifying Event) is different than that existing on the
      effective date of this Policy.





**II.**
            **PURPOSE**




The
      intent of this Policy is to provide compensation to affected employees in the
      event of the occurrence of the three events described hereafter, (“Qualifying
      Event”). This Policy will take precedent over Main’s normal severance policy for
      affected employees ***unless
      such normal severance policy would provide greater
      compensation.*** Qualifying Events are as follows:




A.
            Due
                to a Change in Control, employees at Main’s corporate headquarters who are
                employed at the Director, Vice-President or Executive Vice-President
                level
                are NOT offered a comparable position at the same rate of payandwith the same level of responsibility by the new control
                group;





B.
            A
                Director, Vice-President or Executive Vice-President level employee’s
                employment with Main is eliminated within six (6) months of the occurrence
                of a Change of Control; or





C.
            Within
                six months after a Change of Control, Main’s corporate headquarters is
                moved from its current location to a location outside of Maricopa
                County,
                Arizona.





**III.**
            **ELIGIBILITY**





This
      policy covers full-time employees at the Director, Vice-Present and Executive
      Vice-President level employed at Main’s corporate headquarters’ during a
      Qualifying Event. The policy excludes voluntary resignations or any separation
      or termination that does not result from a Qualifying Event. There is no
      Qualifying Event if there is a written commitment on the part of a new control
      group to offer employment to employees covered by this Policy, unless the event
      described in II. C above occurs.


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**III.**  **BENEFIT
      CALCULATION**





A.
            Main
                Directors and Senior Directors meeting the eligibility requirements
                of the
                Policy will receive three (3) months of base pay compensation and
                accelerated vesting of all un-vested options or restricted stock
                in the
                event of the occurrence of a Qualifying
                Event.





B.
            Main
                Vice Presidents meeting the eligibility requirements of the Policy
                are
                eligible to receive six (6) months of base pay compensation and
                accelerated vesting of all un-vested options or restricted stock
                in the
                event of the occurrence of a Qualifying Event.





C.
            Main
                Executive Vice Presidents meeting the eligibility requirements of
                the
                Policy are eligible to receive twelve (12) months of base pay compensation
                and accelerated vesting of all un-vested options or restricted stock
                in
                the event of the occurrence of a Qualifying Event.




**Employee
                Level**
            **COC
                Severance Pay****Director
                and Senior Director**
            3
                months base pay compensation and immediate vesting of all un-vested
                options or restricted stock**Vice-President**
            6
                months base pay compensation and immediate vesting of all un-vested
                options or restricted stock**Executive
                Vice-President**
            12
                months base pay compensation and immediate vesting of all un-vested
                options or restricted stock





**General
      Release and Settlement Agreement**


Upon
      signing a General Release and Settlement Agreement, a covered employee will
      be
      entitled to receive compensation under the above guidelines. An employee will
      have forty-five (45) days to consider the Release after employment termination.
      After the employee has been given the opportunity to consider the Release and
      to
      seek the advice of an independent advisor, the employee may sign the Release
      prior to the expiration of the 45-day period. An employee will not receive
      severance pay until the execution and delivery of the Release to Main.








Employees
      meeting the eligibility requirements of this policy will not be eligible for
      Main’s standard severance package or any written contracted severance ***unless
      such severance is greater than that of the Change of Control Policy severance
      award. In the event of such case the employee will receive the Company’s
      standard severance benefit plus 50% of the Change of Control Severance
      benefit.***





**IV.**
            **MEDICAL
                / DENTAL / VACATION
                BENEFITS**




Affected
      employees may elect to continue current medical and dental benefits for up
      to
      eighteen (18) months in accordance with the plan provisions and the Consolidated
      Omnibus Budget Reconciliation Action of 1985 (COBRA). Main will subsidize the
      insurance premium for the first three (3) months of the COBRA period, continuing
      to pay the company’s portion of the premium provided the employee pays the
      employee portion of the premium. Following the end of the three (3) month
      subsidized COBRA period, the employee will be responsible to pay the full cost
      of the premium plus a 2% administrative fee.


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Certain
      other group plan benefits may be converted at the employee’s election and cost.
      Other benefits are not convertible.





Accrued
      vacation pay shall be paid to affected employees in addition to any compensation
      due under this Policy.






**V.**
            **EFFECTIVE
                DATE AND TERMINATION**





The
      effective date of this Policy is November 12, 2005 *.* This
      policy may be changed, altered or cancelled at any time prior to the occurrence
      of a Qualifying Event by Main’s CEO and/or Board of Directors, and in the event
      of such termination no affected employee shall have rights pursuant to this
      Policy regardless of the occurrence of a Qualifying Event occurring shortly
      after such termination, unless an employee has a separate written agreement
      with
      Main prohibiting such termination.






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