Exhibit
      10.46





**MAIN
      STREET RESTAURANT GROUP, INC.**


**RESTRICTED
      STOCK UNIT AGREEMENT**







**THIS
      RESTRICTED STOCK UNIT AGREEMENT** (the
“ Agreement ”)
      is
      made as of [_________], 200_, by and between Main Street Restaurant Group,
      Inc.,
      a Delaware corporation (the “ Company ”),
      and
      [___________] (the “ Participant ”).




**WHEREAS,** the
      Company maintains the __________________ Plan (the “ Plan ”)
      which
      authorizes grants of restricted stock units (the “ Restricted
      Stock Units ”);
      and




**WHEREAS,** the
      Company wishes to make a grant of Restricted Stock Units to the Participant
      as a
      means of rewarding and retaining the Participant.




**NOW,
      THEREFORE** ,
      the
      Company and the Participant hereby agree as follows:




1 . Grant
      Pursuant to Plan .
      This
      Restricted Stock Unit award is granted pursuant to the Plan, which is
      incorporated herein for all purposes. The Participant hereby acknowledges
      receipt of a copy of the Plan and agrees to be bound by all of the terms and
      conditions of this Agreement and of the Plan. Unless otherwise provided herein,
      terms used in this Agreement that are defined in the Plan and not defined herein
      shall have the meanings attributable thereto in the Plan.




2. Restricted
      Stock Unit Award .
      The
      Plan Administrator hereby grants to the Participant the following Restricted
      Stock Units, as of the “Grant Date” specified below:




Grant
                Date
            Restricted
                Stock Units
            Vesting
                Date(s)




[_______]
            [_________]
            [_________]




3. Vesting
      and Forfeiture of Restricted Stock Units .




(a) Vesting .
      The
      Participant shall become vested in the Restricted Stock Units as
      follows:




[insert
      vesting schedule]




(b) Forfeiture .
      The
      Participant shall forfeit the unvested portion, if any, of the Restricted Stock
      Units in the event that the Participant’s Continuous Service (as hereinafter
      defined) is terminated for any reason except death or Disability. For purposes
      of this A greement,
      “ Continuous
      Service ”
means
      uninterrupted provision of services to the Company in any capacity of employee,
      consultant, or director. Continuous Service shall not be considered interrupted
      in the case of (i) any approved leave of absence, (ii) transfers among the
      Company or any successor entities, in the capacity of employee, consultant
      or
      director, or (iii) any change in status as long as the Participant remains
      in
      the service of the Company in the capacity of employee, consultant, or
      director.




(c) Acceleration
      of Vesting upon Death or Disability .
      In the
      event that the Participant’s Continuous Service is terminated by reason of the
      Participant’s death or Disability prior to the date on which the Participant’s
      Restricted Stock Units are fully vested, the Participant automatically shall
      become 100% vested in the Restricted Stock Units as of the date of the
      Participant’s death or Disability.









(d) Acceleration
      of Vesting upon a Transfer of Control .
      In the
      event of a Transfer of Control prior to the date on which the Participant is
      fully vested in the Restricted Stock Units, the Participant automatically shall
      become 100% vested in the Restricted Stock Units as of the date of the Transfer
      of Control.




4. Settlement
      of Restricted Stock Unit Award .




(a) Delivery
      of Common Stock .
      The
      Company shall deliver 100% of the Common Stock corresponding to the vested
      Restricted Stock Units that are the subject of this Agreement to the Participant
      on the earlier of (i) [_____________], or (ii) the date on which Participant’s
      Continuous Service is terminated (such date hereinafter referred to as the
      “ Delivery
      Date ”).




(b) Deferral
      of Delivery .
      Notwithstanding the foregoing, the Participant may elect, in a writing received
      by the Plan Administrator at least twelve (12) months prior to the Delivery
      Date, to defer that date until any later date (which such date is at least
      five
      years after the original Delivery Date).




(c) Acceleration
      of Delivery upon a Transfer of Control .
      In the
      event of a Transfer of Control, the full amount of the Common Stock
      corresponding to the Participant's vested Restricted Stock Units shall be
      distributed to the Participant as soon as administratively practicable following
      the Transfer of Control.




5. Rights
      with Respect to Common Stock Represented by Restricted Stock Unit
      Award .




(a) No
      Rights as Stockholder until Delivery .
      Except
      as otherwise provided in this Section
      5 ,
      the
      Participant shall not have any rights, benefits, or entitlements with respect
      to
      any Common Stock subject to this Agreement unless and until the Common Stock
      has
      been delivered to the Participant. On or after delivery of the Common Stock,
      the
      Participant shall have, with respect to the Common Stock delivered, all of
      the
      rights of an equity interest holder of the Company, including the right to
      vote
      the Common Stock and the right to receive all dividends, if any, as may be
      declared on the Common Stock from time to time.




(b) Adjustments .
      The
      aggregate number and type of shares subject to this award shall be
      proportionately adjusted for any increase or decrease in the number of issued
      shares of Common Stock resulting from any split-up, combination, or exchange
      of
      shares, consolidation, spin-off, or recapitalization of shares or any like
      capital adjustment or the payment of any stock dividend.




6. Tax
      Withholding. On or
      before any date of delivery of any Common Stock, as a condition to the Company’s
      obligations with respect to the Restricted Stock Units (including, without
      limitation, any obligation to deliver any Common Stock hereunder), t he
      Participant shall make arrangements satisfactory to the Company to pay to the
      Company any federal, state, or local taxes of any kind required to be withheld
      with respect to its delivery of Common Stock.
      If
      the Participant shall fail to make the tax payments as are required, the Company
      shall, to the extent permitted by law, have the right to deduct from any payment
      of any kind otherwise due to the Participant, including, but not limited to,
      the
      delivery of the shares of Common Stock pursuant to this Agreement, any federal,
      state, or local taxes of any kind required by law to be withheld with respect
      to
      the Common Stock.




7. Amendment,
      Modification, and Assignment .
      No
      provision of this Agreement may be modified, waived, or discharged unless that
      waiver, modification, or discharge is agreed to in writing and signed by the
      Participant and the Plan Administrator. No waiver by either party of any breach
      by the other party to this Agreement of any condition or provision of this
      Agreement shall be deemed a waiver of any other conditions or provisions of
      this
      Agreement. No agreements or representations, oral or otherwise, express or
      implied, with respect to the subject matter hereof have been made by either
      party which are not set forth expressly in this Agreement. Unless otherwise
      consented to by the Plan Administrator, this Agreement shall not be assigned
      by
      the Participant in whole or in part. The rights and obligations created under
      this Agreement shall be binding on the Participant and the Participant’s heirs
      and legal representatives and on the successors and assigns of the
      Company.




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8. Transferability .
      The
      Restricted Stock Units granted under this Agreement are not transferable
      otherwise than by will or under the applicable laws of descent and distribution.
      In addition, the Restricted Stock Units shall not be assigned, negotiated,
      pledged, or hypothecated in any way (whether by operation of law or otherwise),
      and the Restricted Stock Units shall not be subject to execution, attachment,
      or
      similar process.




9. Beneficiary
      Designation. The
      Participant shall have the right to designate, on a beneficiary designation
      form
      satisfactory to the Plan Administrator, which shall be filed with the Company,
      a
      beneficiary or beneficiaries to receive any undelivered Common Stock under
      this
      Agreement in the event of the death of the Participant. In the event that the
      Participant shall not file a beneficiary designation form with the Company,
      or
      if none of the designated beneficiaries survive the Participant, then any
      undelivered Common Stock under this Agreement shall be paid to the estate of
      the
      Participant.




10. Miscellaneous .




(a) No
      Right to Employment or Service .
      The
      grant of this Restricted Stock Unit award shall not confer, or be construed
      to
      confer, upon the Participant any right to be employed by or perform services
      for
      the Company.




(b) Section
      409A Amendments .
      The
      Company agrees to cooperate with Participant to amend this Agreement to the
      extent either the Company or the Participant deems necessary to avoid imposition
      of any additional tax or income recognition prior to actual payment to the
      Participant under Code Section 409A and any temporary or final Treasury
      Regulations and Internal Revenue Service guidance thereunder, but only to the
      extent such amendment would not have an adverse effect on the Company and would
      not provide the Participant with any additional rights, in each case as
      determined by the Company in its sole discretion.




(c) No
      Limit on Other Compensation Arrangements .
      Nothing
      contained in this Agreement shall preclude the Company from adopting or
      continuing in effect other or additional compensation arrangements, and those
      arrangements may be either generally applicable or applicable only in specific
      cases.




(d) Severability .
      If any
      provision of this Agreement is or becomes or is deemed to be invalid, illegal,
      or unenforceable in any jurisdiction or would disqualify this Agreement or
      the
      award of Restricted Stock Units under any applicable law, that provision shall
      be construed or deemed amended to conform to applicable law (or if that
      provision cannot be so construed or deemed amended without materially altering
      the purpose or intent of this Agreement and the Restricted Stock Unit award,
      that provision shall be stricken as to that jurisdiction and the remainder
      of
      this Agreement and the award shall remain in full force and
      effect).




(e) No
      Trust or Fund Created .
      Neither
      this Agreement nor the grant of the Restricted Stock Unit award shall create
      or
      be construed to create a trust or separate fund of any kind or a fiduciary
      relationship between the Company and the Participant or any other person. The
      Restricted Stock Units subject to this Agreement represent only the Company’s
      unfunded and unsecured promise to issue Common Stock to the Participant in
      the
      future. To the extent that the Participant or any other person acquires a right
      to receive payments from the Company pursuant to this Agreement, that right
      shall be no greater than the right of any unsecured general creditor of the
      Company.




(f) Governing
      Law .
      The
      validity, interpretation, construction, and performance of this Agreement shall
      be governed by the laws of the state of Arizona.




(g) Interpretation .  The
      Participant accepts this Restricted Stock Unit award subject to all the terms
      and provisions of this Agreement and the terms and conditions of the Plan.
      The
      undersigned Participant hereby accepts as binding, conclusive, and final all
      decisions or interpretations of the Plan Administrator upon any questions
      arising under this Agreement.




(h) Headings .
      Headings are given to the Paragraphs and Subparagraphs of this Agreement solely
      as a convenience to facilitate reference. The headings shall not be deemed
      in
      any way material or relevant to the construction or interpretation of this
      Agreement or any provision thereof.




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11. Complete
      Agreement .
      This
      Agreement and those agreements and documents expressly referred to herein embody
      the complete agreement and understanding among the parties and supersede and
      preempt any prior understandings, agreements, or representations by or among
      the
      parties, written or oral, which may have related to the subject matter of this
      Agreement in any way.




**[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]**




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**IN
      WITNESS WHEREOF** ,
      the
      parties have executed this Agreement on the date first written
      above.




MAIN
                STREET RESTAURANT GROUP, INC.,a
                Delaware corporationBy:Name:Title:Agreed
                and Accepted:By:Name:


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Schedule
      to


Form
      of Restricted Stock Unit Agreement




The
      form
      of Restricted Stock Unit Agreement was executed by the following
      persons:




Name
            
            Dateof
                Grant
            
            Number
                ofUnits
                Awarded
            
            Vesting
                ScheduleWilliam
                G. Shrader
            
            01/01/05
            
            25,000
            
            50%
                vest on 12/31/05;50%
                vest on 12/31/06Michael
                Garnreiter
            
            01/01/05
            
            20,000
            
            50%
                vest on 12/31/05;50%
                vest on 12/31/06Michael
                Garnreiter
            
            09/23/05
            
            50,000
            
            33.3%
                vest on 09/23/06;33.3%
                vest on 09/23/07;33.3%
                vest on 09/23/08;Stuart
                Gee
            
            01/01/05
            
            12,500
            
            50%
                vest on 12/31/05;50%
                vest on 12/31/06Stephanie
                Barbini
            
            01/01/05
            
            7,500
            
            50%
                vest on 12/31/05;50%
                vest on 12/31/06Cindy
                Ward
            
            01/01/05
            
            7,500
            
            50%
                vest on 12/31/05;50%
                vest on 12/31/06Michael
                J. Herron
            
            01/01/05
            
            5,000
            
            50%
                vest on 12/31/05;50%
                vest on 12/31/06




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