EXHIBIT 10.7

# EMPLOYMENT AGREEMENT

THIS
AGREEMENT, made and entered into as of the 27th day of October, 2004, by and between
CAPITAL GRILLE HOLDINGS, INC., a North Carolina corporation (hereinafter referred to as
the Company), RARE HOSPITALITY INTERNATIONAL, INC., a Georgia corporation
(hereinafter referred to as RARE Parent), and M. JOHN MARTIN, a resident of
the State of Pennsylvania (hereinafter referred to as the Executive);

WITNESSETH:

The
Company, RARE Parent, and their respective affiliates (collectively, RARE) are
engaged in the business of owning, operating and franchising the operation of restaurants
under the names LongHorn Steakhouse®, The Capital Grille®,
Bugaboo Creek Steak House® and others. Executive recently served in the
position of Vice President of Operations  The Capital Grille for RARE Parent and
entered into that certain Employment Agreement between RARE Hospitality Management, Inc.
(RARE Management) and the Executive (the Second Agreement), which
was assigned to the Company. Executive also entered into that certain Employment Agreement
between RARE Parent and Executive (the First Agreement), which was terminated
with the Second Agreement. The Company desires to terminate the Second Agreement and to
promote Executive to President  The Capital Grille. In addition, RARE Parent desires
to have Executive serve as a Vice President of RARE Parent, where he will be exposed to
and have input in the operation and management of all of the restaurant concepts owned by
RARE Parent.

In
the course of Executives employment with various RARE affiliates, Executive has
gained and will gain knowledge of the business, affairs, customers, franchisees, plans and
methods of RARE, has been and will be trained at the expense of RARE in the development,
opening, operation and management of RAREs restaurants through the use of
techniques, systems, practices and methods used and devised by RARE, has had and will have
access to information relating to the Companys customers and their preferences and
dining habits and has and will become personally known to and acquainted with RAREs
suppliers and managers in the Restricted Area (as defined in this Agreement) thereby
establishing a personal relationship with such suppliers and managers for the benefit of
RARE.

The
Company and RARE Parent would suffer irreparable harm if Executive were to use such
knowledge, information and personal relationships related to RARE and its business that
are obtained and developed in the course of Executives employment with the Company,
other than in the proper performance of his duties for the Company.

In
consideration of the sum of $1.00 in hand paid by the Company and RARE Parent to
Executive, the receipt and sufficiency of which are hereby acknowledged, and the mutual
covenants and obligations contained herein, the Company and Executive hereby agree as
follows:

1.       
          Employment. The Company hereby hires Executive as President  The
          Capital Grille. Executive hereby accepts such position and agrees to perform his
          duties and responsibilities hereunder, in accordance with the terms and
          conditions hereinafter set forth. Executive also hereby accepts the position of
          Vice President with RARE Parent, which Executive acknowledges will be
          coterminous with this Agreement.

1.1.       
          Employment Term. The employment term of this Agreement shall commence on
          the date hereof (the Commencement Date) and shall continue as
          employment at will until terminated by the Company or Executive for any reason.
          The period from the Commencement Date until the employment term is terminated by
          the Company or Executive is hereinafter referred to as the Employment
          Term.

1.2
Duties of Executive. Executive agrees that during the Employment Term, he will
devote his full professional and business-related time, skills and best efforts to the
business of RARE, initially in the capacity of President  The Capital Grille for the
Company, and subsequently in such capacity or capacities as shall be determined by the
Company. He shall also serve as a Vice President of RARE Parent. In addition, Executive
shall devote his full time and his best efforts to the performance of any other reasonable
duties as may be assigned to him from time to time by the Company or RARE Parent, and he
shall abide by the employment and other corporate policies of RARE established from time
to time, including (without limitation) RAREs Code of Conduct. Executive shall
devote all of his full professional and business-related skills solely to the affairs of
RARE, and shall not, during his employment, unless otherwise agreed to in advance in
writing by the Company, seek or accept other employment, become self-employed in any other
capacity during the term of his employment, or engage in any activities which are
detrimental to the business of RARE. Notwithstanding the foregoing, Executive may engage
in personal investment activities provided such activities do not interfere with
Executives performance of his full-time employment duties under this Agreement.
Executives office shall be in the Atlanta, Georgia metropolitan area, and Executive
shall move his family to the Atlanta, Georgia metropolitan area and make Atlanta his
permanent residence on or before September 1, 2005. Executive acknowledges, however, that
the discharge of his duties for RARE will involve travel on a regular basis from his
office and home in Atlanta, Georgia.

2.       
          Compensation and Benefits.

2.1
Base Compensation. For all the services rendered by Executive hereunder, the
Company shall pay Executive an annual salary at the rate of Two Hundred Thirty-Five
Thousand Dollars ($235,000) for each full year of the Employment Term, plus such
additional amounts, if any, as may be approved by the Company (Base
Compensation), payable in installments at such times as the Company customarily pays
its executives generally (but in any event no less often than monthly). The Company agrees
that the Executives salary will be reviewed at least annually to determine if an
increase is appropriate, which increase shall be in the sole discretion of the Company.
Executives salary shall be prorated for any partial calendar year during which this
Agreement remains in effect.

2.2
Bonus Awards. In addition to the Base Compensation, during the Employment Term
Executive shall be eligible for a bonus determined and paid in accordance with the bonus
program for employees of the Company, as approved by the Company from time to time. Unless
otherwise set forth in this Agreement, Executive must be employed by the Company on the
date the bonus is paid to executive employees generally in order to be entitled to a bonus
for that year.

2.3
Car Allowance. In addition to Base Compensation and any bonus award, Executive
shall be entitled to receive a car allowance in the amount of One Thousand Dollars
($1,000) per month during the term of this Agreement. This amount shall not be prorated
upon the termination or expiration of this Agreement, but instead shall be paid in full
for any partial month in which the Agreement is in effect.

2.4
Other Benefits. In addition to all other compensation paid or payable from the
Company to Executive hereunder, during the Employment Term Executive shall be entitled to
participate in any supplemental life insurance plan maintained for Vice President level
executives of RARE affiliates and participate in any and all other employee benefit
programs maintained by RARE for the benefit of its executive employees and affiliates
generally, in accordance with and subject to the terms and conditions of such programs.

2.5
Expenses. In addition to the compensation described in this Agreement, the Company
shall promptly reimburse Executive for all reasonable expenses incurred by him in the
performance of his duties under this Agreement and vouched to the reasonable satisfaction
of appropriate officers of the Company, pursuant to established procedures.

3.       
          Payment upon Termination.

(a)       
          Upon termination of the Employment Term for Cause (as defined in Exhibit
          A attached hereto and incorporated herein by reference), Executive shall be
          entitled to receive the compensation owed to Executive but unpaid for
          performance rendered under this Agreement as of the date of termination and any
          additional compensation he may be entitled to receive under the terms of any
          employee benefit plan offered by the Company.

(b)       
          Upon termination of the Employment Term by the death of Executive,
          Executives estate shall be entitled to receive the compensation under
          Section 2.1 as calculated and owed to Executive but unpaid for performance
          rendered under this Agreement as of the date of death, and any additional
          compensation the Executives estate may be entitled to receive under the
          terms of any employee benefit plan offered by the Company. Executives
          estate shall also be entitled to receive Executives pro rata share (based
          on days worked before death) of the bonus to which he would have been entitled
          if he had (i) been an employee on the date bonuses for the then-current fiscal
          year were distributed and (ii) achieved his individual bonus plan goals, if any.
          The bonus payment shall be made as and when bonus payments, if any, would
          otherwise be payable under Section 2 of this Agreement.

(c)       
          In the event that during the Employment Term Executive becomes Disabled and the
          Company thereafter terminates Executives employment during the
          continuation of such Disability, Executive shall be entitled to receive the
          compensation under Section 2.1 owed to Executive but unpaid for performance
          rendered under this Agreement as of the date of termination, an additional forty
          percent (40%) of Executives Base Compensation for a period of two (2)
          years after this Agreement is terminated (the Disability
          Compensation) and any additional compensation Executive may be entitled to
          receive under the terms of any employee benefit plan offered by the Company.
          Executive shall also be entitled to receive his pro rata share (based on days
          worked before the commencement of the ninety-day period required for a
          Disability) of the bonus to which he would have been entitled if he had (i) been
          an employee on the date bonuses for the then-current fiscal year were
          distributed and (ii) achieved his individual bonus plan goals, if any. The
          Disability Compensation and bonus payments shall be made as and when salary
          bonus payments, if any, would otherwise be payable under Section 2 of this
          Agreement.

(d)       
          In the event that the Company terminates Executives employment for any
          reason other than those set forth in subsections (a), (b) or (c) above, unless
          the provisions of Section 3(e) apply, Executive shall be entitled to receive the
          compensation under Section 2.1 owed to Executive but unpaid for performance
          rendered under this Agreement as of the date of termination and the Company will
          be obligated to pay Executive his Base Compensation as of the date of
          termination of such employment from the date of such termination for twelve (12)
          months. Such payment shall be made over a twelve-month period as and when salary
          would otherwise be payable under Section 2 of this Agreement.

(e)       
          In the event that (i) during the Employment Term a Change in Control (as defined
          in Exhibit Aattached hereto) shall occur and (ii) within
          twelve (12) months following the occurrence of the Change in Control, the
          Company demotes Executive other than for Cause, effects an involuntary transfer
          of Executive to a location more than fifty (50) miles from Executives
          place of residence or terminates Executives employment other than for
          Cause then, in lieu of the amounts payable pursuant to Section 3(d), Executive
          shall be entitled to receive the compensation under Section 2.1 as owed to
          Executive but unpaid for performance rendered under this Agreement as of the
          date of termination of such employment, and the Company will be obligated to pay
          Executive an additional amount equal to the sum of (x) his annual Base
          Compensation as of the date of termination of such employment plus (y) an amount
          equal to the bonus paid to Executive pursuant to Section 2.2 for the calendar
          year immediately preceding the calendar year in which the termination of
          employment occurs. Such payment shall be made within thirty (30) days following
          termination of Executives employment.

(f)       
          Payments made pursuant to this Section 3 are in lieu of any other obligations to
          Executive pursuant to the terms of this Agreement.

4.       
          Noncompetition. Executive covenants and agrees that during the term of
          his employment by the Company and for a period of one (1) year immediately
          following the termination of Executives employment by the Company for any
          reason whatsoever, Executive will not, within the area described on Exhibit
          B hereto (the Restricted Area), directly or indirectly compete
          with RARE in connection with a business, any significant portion of which
          involves the development, opening, operation or franchising of restaurants that
          derive more than twenty-five percent (25%) of their food sales from steak
          products, if RARE is still engaged in such business in such area.

4.1
Definition of Compete. For the purposes of this Agreement, the term
compete shall mean the providing of general management, supervisory or
consulting services for the development, operation or franchising of restaurants that
derive more than twenty-five percent (25%) of their food sales from steak products.

4.2
Direct or Indirect Competition. For the purposes of this Agreement, the words
directly or indirectly as they modify the word compete shall mean
(i) acting as an agent, representative, consultant, officer, director, independent
contractor, or employee engaged in a management capacity with any entity or enterprise
which is carrying on a business any significant portion of which involves the development,
opening, or operation of restaurants offering steak products as at least twenty-five
percent (25%) of their food sales, (ii) participating in any such competing entity or
enterprise as an owner, partner, limited partner, joint venturer, creditor or stockholder
(except as a stockholder holding less than one percent (1%) interest in a corporation
whose shares are actively traded on a regional or national securities exchange or in the
over-the-counter market), or (iii) communicating to any such competing entity or
enterprise the names or addresses or any other information concerning any employee or
supplier of RARE or any successor to the goodwill of RARE with respect to the business of
RARE.

5.       
          Confidentiality. Executive recognizes and acknowledges that by reason of
          his employment by and service to the Company, as well as his service to RARE
          Parent, he will have access to all trade secrets and other confidential
          information of RARE including, but not limited to, confidential: pricing
          information, marketing information, sales techniques of RARE, confidential
          records, RAREs expansion plans, restaurant development and marketing
          techniques, operating procedures, training programs and materials, business
          plans, franchise arrangements, plans and agreements, information regarding
          suppliers, product quality and control procedures, financial statements and
          projections and other information regarding the operation of RAREs
          restaurants (hereinafter referred to as the Confidential
          Information). Executive acknowledges that such Confidential Information is
          a valuable and unique asset of the Company and of RARE and covenants that he
          will not, either during the term of his employment by the Company or for a
          period of two (2) years thereafter, disclose any such Confidential Information
          to any person for any reason whatsoever (except as his duties for the Company
          may require) without the prior written authorization of the Companys Chief
          Executive Officer. Executive agrees that he will not copy any Confidential
          Information except as the performance of his duties for the Company may require
          and that upon the termination of his employment by the Company, he shall return
          all Confidential Information and any copies thereof in his possession to the
          Company. Executive hereby acknowledges and agrees that the prohibitions against
          disclosure of Confidential Information recited herein are in addition to, and
          not in lieu of, any rights or remedies which the Company may have available
          pursuant to the laws of any jurisdiction or at common law to prevent the
          disclosure of trade secrets or proprietary information, and the enforcement by
          the Company of its rights and remedies pursuant to this Agreement shall not be
          construed as a waiver of any other rights or available remedies which it may
          possess in law or equity absent this Agreement. Notwithstanding the foregoing,
          the Company acknowledges and agrees that nothing contained herein shall restrict
          or otherwise prohibit or prevent disclosure of Confidential Information pursuant
          to legal proceedings, subpoena, civil investigative demand or other similar
          process. Executive agrees that if disclosure of Confidential Information is
          requested or required pursuant to any such process, he shall provide the Company
          with prompt written notice of any such request or requirement so that the
          Company may seek a protective order or other appropriate remedy and/or waive
          compliance with the provisions of this Agreement. If, in the absence of a
          protective order or other remedy or the receipt of a waiver by the Company,
          Executive is nonetheless, legally compelled to disclose Confidential Information
          to any tribunal or other agency, Executive may, without liability hereunder,
          disclose to such tribunal or other agency only that portion of the Confidential
          Information which Executive is legally required to disclose, Executive agrees to
          cooperate with the Company to obtain an appropriate protective order or other
          reliable assurance that such tribunal or other agency will accord the
          Confidential Information confidential treatment. The Company also acknowledges
          and agrees that Confidential Information shall not include any information (a)
          known by Executive prior to his employment by any of the RARE affiliates and
          learned by Executive other than as a result of his employment relationship with
          a RARE affiliate, (b) independently developed by the Executive outside of the
          scope of his employment relationship with the RARE affiliates or (c) that is or
          becomes publicly available through no breach by the Executive of his obligation
          to the Company.

6.       
          Non-Solicitation of Employees. Executive covenants that during the term
          of his employment by the Company, and during the two (2) year period immediately
          following the termination of such employment, Executive will neither directly
          nor indirectly induce or attempt to induce any employee of a RARE affiliate to
          terminate his or her employment to go to work for any other employer in a
          business competing with that of any RARE affiliate.

7.       
          Hiring of Employees. Executive covenants that during the term of his
          employment by the Company, and during the one (1) year period immediately
          following the termination of such employment, Executive will neither directly
          nor indirectly hire any salaried employee of a RARE affiliate.

8.       
          Property of Company. Executive acknowledges that from time to time in the
          course of providing services pursuant to this Agreement he shall have the
          opportunity to inspect and use certain property, both tangible and intangible,
          of RARE, and Executive hereby agrees that said property shall remain the
          exclusive property of RARE and the Executive shall have no right or proprietary
          interest in such property, whether tangible or intangible, including, without
          limitation, RAREs franchise and supplier lists, contract forms, books of
          account, training and operating materials and similar property.

9.       
          Developments. All developments, including inventions, whether patentable
          or otherwise, trade secrets, discoveries, improvements, ideas and writings which
          either directly or indirectly relate to or may be useful in the business of RARE
          or any of its affiliates (the Developments) which Executive, either
          by himself or in conjunction with any other person or persons, has conceived,
          made, developed, acquired or acquired knowledge of during his employment with a
          RARE affiliate, or which Executive, either by himself or in conjunction with any
          other person or persons, shall conceive, make, develop, acquire or acquire
          knowledge of during the Employment Term, shall become and remain the sole and
          exclusive property of the respective RARE affiliate. Executive hereby assigns,
          transfers and conveys, and agrees to so assign, transfer and convey, all of his
          right, title and interest in and to any and all such Developments and to
          disclose fully as soon as practicable, in writing, all such Developments to the
          Chief Executive Officer of the RARE Parent. At any time and from time to time,
          upon the request and at the expense of RARE Parent, Executive will execute and
          deliver any and all instruments, documents and papers, give evidence and do any
          and all other acts which, in the opinion of counsel for RARE Parent, are or may
          be necessary or desirable to document such transfer or to enable RARE Parent or
          its affiliates to file and prosecute applications for and to acquire, maintain
          and enforce any and all patents, trademark registrations or copyrights under
          United States or foreign law with respect to any such Developments or to obtain
          any extension, validation, reissue, continuance or renewal of any such patent,
          trademark or copyright. RARE Parent will be responsible for the preparation of
          any such instruments, documents and papers and for the prosecution of any such
          proceedings and will reimburse Executive for all reasonable expenses incurred by
          him in compliance with the provisions of this Section.

10.       
          Reasonableness. The restrictions contained in Sections 4, 5, 6 and 7 are
          considered by the parties hereto to be fair and reasonable and necessary for the
          protection of the legitimate business interests of the Company and of RARE
          Parent.

11.       
          Equitable Relief. Executive acknowledges that the services to be rendered
          by him are of a special, unique, unusual, extraordinary, and intellectual
          character, which gives them a peculiar value, and the loss of which cannot
          reasonably or adequately be compensated in damages in an action at law; and that
          a breach by him of any of the provisions contained in Sections 4, 5, 6 and 7 of
          this Agreement will cause RARE irreparable injury and damage. Executive further
          acknowledges that he possesses unique skills, knowledge and ability and that any
          material breach of the provisions of Sections 4, 5, 6 and 7 of this Agreement
          would be extremely detrimental to RARE. By reason thereof, Executive agrees that
          the Company and RARE Parent shall be entitled, in addition to any other remedies
          they may have under this Agreement or otherwise, to injunctive and other
          equitable relief to prevent or curtail any breach of the provisions of Sections
          4, 5, 6 and 7 of this Agreement by her.

12.       
          Survival of Provisions. The provisions of Sections 4 through 14,
          inclusive, of this Agreement shall survive the termination of this Agreement to
          the extent required to give full effect to the covenants and agreements
          contained in those sections. All provisions of this Agreement which contemplate
          the making of payments or the provision of consideration or other items of
          economic value by the Company to the Executive after the termination of this
          Agreement shall likewise survive the termination of this Agreement to the extent
          required to give full effect to such undertakings or obligations of the Company
          to Executive hereunder.

13.       
          Warranties and Representations. In order to induce the Company to enter
          into this Employment Agreement, Executive hereby warrants and represents to the
          Company that Executive is not under any obligation, contractual or otherwise, to
          any party which would prohibit or be contravened by Executives employment
          by the Company and the performance of Executives duties as President
           The Capital Grille for the Company, or the performance of
          Executives duties as Vice President of RARE Parent, or his other duties
          and obligations under this Agreement.

14.       
          Successors Bound; Assignability. This Agreement shall be binding upon
          Executive, the Company, RARE Parent and their respective successors in interest,
          including without limitation, any corporation into which the Company or RARE
          Parent may be merged or by which it may be acquired. This Agreement is
          nonassignable except that the Companys and RARE Parents rights,
          duties and obligations under this Agreement may be assigned to their acquirer(s)
          in the event either RARE affiliate is merged, acquired or sells substantially
          all of its assets.

15.       
          Severability. In the event that any one or more of the provisions of this
          Agreement or any word, phrase, clause, sentence or other portion thereof shall
          be deemed to be illegal or unenforceable for any reason, such provision or
          portion thereof shall be modified or deleted, to the extent permissible under
          applicable law, in such a manner so as to make this Agreement as modified legal
          and enforceable to the fullest extent permitted under applicable laws.

16.       
          Withholding. Notwithstanding any of the terms or provisions of this
          Agreement, all amounts payable by the Company hereunder shall be subject to
          withholding of such sums related to taxes as the Company may reasonably
          determine it should withhold pursuant to applicable law or regulation.

17.       
          Headings. The headings and captions used in this Agreement are for
          convenience of reference only, and shall in no way define, limit, expand or
          otherwise affect the meaning or construction of any provision of this Agreement.

18.       
          Notices. Any notice required or permitted to be given pursuant to this
          Agreement shall be deemed sufficiently given when delivered in person or when
          deposited in the United States mail, registered or certified mail, postage
          prepaid, addressed as follows:

|                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|If to the Company, to:
                               
                               
                               
                               
         If to RARE Parent, to:
                               
                               
                               
                               
         If to Executive, to: | Capital Grille Holdings, Inc.
             8215 Roswell Road
             Building 600
             Atlanta, Georgia 30350
             Attention:  Secretary
             RARE Hospitality International, Inc.
             8215 Roswell Road
             Building 600
             Atlanta, Georgia 30350
             Attention:   General Counsel
             M. John Martin

Any party may by written notice
change the address to which notices to such party are to be delivered or mailed.

19.       
          Entire Agreement. This Agreement, together with Exhibit A and
          Exhibit B hereto, which are incorporated herein by this reference,
          constitutes the entire Agreement between the parties hereto with regard to
          Executives employment by the Company, and his service to RARE Parent, and
          there are no agreements, understandings, specific restrictions, warranties or
          representations, oral or written, relating to said subject matter between the
          parties other than those set forth herein or herein provided for. This Agreement
          shall replace and supercede any and all employment agreements of any RARE
          affiliate, agreements pertaining to a change of control of RARE Parent, as well
          as any other agreements, if any, governing the employment relationship between
          the parties, including (without limitation) the First Agreement and Second
          Agreement, which is hereby terminated.

20.       
          Counterparts. This Agreement may be executed in two or more counterparts,
          each of which will take effect as an original and all of which shall evidence
          one and the same Agreement.

21.       
          Amendment, Modification and Waiver. This Agreement may only be amended,
          modified or terminated prior to the end of its term by the mutual agreement of
          the parties. The waiver by either party to this Agreement of a breach of any of
          the provisions of this Agreement shall not operate or be construed as a waiver
          of any subsequent or simultaneous breach.

22.       
          Mitigation. Executive shall have no duty to attempt to mitigate the
          compensation or level of benefits payable by the Company to him hereunder and
          the Company shall not be entitled to set-off against the amounts payable by the
          Company to Executive hereunder any amounts received by the Executive from any
          other source, including any subsequent employer.

23.       
          Governing Law. All of the terms and provisions of this Agreement shall be
          construed in accordance with and governed by the applicable laws of the State of
          Georgia.

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

RARE HOSPITALITY MANAGEMENT, INC.
                           
By:    _______________________________ 
                           
Title:
                           
RARE HOSPITALITY INTERNATIONAL INC.
                           
By:    _______________________________ 
                           
Title:
                           
EXECUTIVE
                           
_________________
                           
JOHN MARTIN

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# INDEX TO EXHIBITS

|EXHIBIT  | DESCRIPTION                
|-------- | ---------------------------
|A 
    B | DEFINITIONS
RESTRICTED AREA

---

# EXHIBIT A

DEFINITIONS

As
used in Section 3 of this Agreement, the following terms shall have the meanings ascribed
to each below:

Cause means:

(i)       
          the Executives breach of any material obligations under this Agreement;
          provided, however, that if such breach can be cured, Executive shall have
          fourteen (14) days following receipt from the Company of written notice of such
          breach within which to do so before said breach is deemed to constitute
          Cause for termination;

(ii)    
          habitual and unauthorized absenteeism by reason other than physical or mental
          illness;

(iii)    
          chronic alcoholism or other form of substance abuse resulting in material harm
          or actual or potential physical danger to RARE or the employees of any RARE
          affiliate;

(iv)    
          the commission by Executive of (a) a felony for which Executive is indicted or
          with respect to which Executive pleads nolo contendere (or any similar
          response), (b) any act or moral turpitude or (c) any fraud or embezzlement upon
          any RARE affiliate; or

(v)    
          the engaging by the Executive in negligence or willful misconduct which is
          injurious to any RARE affiliate, monetarily or otherwise.

Change of Control
means and includes each of the following:

(i)       
          The acquisition, at one time or over time, by any individual, entity or group
          (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities and
          Exchange Act of 1934 (the 1934 Act)) (a Person) of
          beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
          1934 Act) of 50% or more of the combined voting power of the then outstanding
          voting securities of the RARE Parent entitled to vote generally in the election
          of directors (the Outstanding Corporation Voting Securities);
          provided, however, that for purposes of this subsection (i), the
          following acquisitions shall not constitute a Change of Control; (a) any
          acquisition by a Person who is on the date of this Agreement the beneficial
          owner of 50% or more of the Outstanding Corporation Voting Securities, (b) any
          acquisition by RARE Parent, or (c) any acquisition by any employee benefit plan
          (or related trust) sponsored or maintained by RARE Parent or any corporation
          controlled by RARE Parent;

(ii)       
          Consummation of a reorganization, merger, share exchange or consolidation or
          sale of other disposition of all or substantially all of the assets of RARE
          Parent (a Business Combination), in each case unlessfollowing such Business Combination, (i) all of substantially all of the
          individuals and entities who were the beneficial owners of the Outstanding
          Corporation Voting Securities immediately prior to such Business Combination
          beneficially own, directly or indirectly, more than 60% of the combined voting
          power of the then outstanding voting securities entitled to vote generally in
          the election of directors of the corporation resulting from such Business
          Combination (including, without limitation, a corporation which as a result of
          such transaction owns RARE Parent or all or substantially all of RARE
          Parents assets either directly or through one or more subsidiaries) in
          substantially the same proportions as their ownership immediately prior to such
          Business Combination of the Outstanding Corporation Voting Securities, and (ii)
          no Person (excluding any corporation resulting from such Business Combination or
          any employee benefit plan (or related trust) of Parent or such corporation
          resulting from such Business Combination) beneficially owns, directly or
          indirectly, 50% or more of the combined voting power of the then outstanding
          voting securities of such corporation except to the extent that such ownership
          existed prior to the Business Combination, and (iii) at least a majority of the
          members of the board of directors of the corporation resulting from such
          Business Combination were members of the incumbent Board at the time of the
          execution of the initial agreement, or of the action of the Board, providing for
          such Business Combination.

Disability or
Disabled shall mean that by reason of any physical or mental incapacity
Executive has been unable, or it is reasonably expected that he will be unable, for a
period of at least ninety (90) substantially continuous days to perform his regular duties
and responsibilities hereunder. In the event of any disagreement between Executive and the
Company as to whether Executive is physically or mentally incapacitated, the question of
such incapacity shall be submitted to an impartial and reputable physician for
determination, selected by mutual agreement of Executive and the Company or, failing such
agreement, selected by two physicians (one of which shall be selected by the Company and
the other by Executive), and such determination of the question of such incapacity by such
physician shall be final and binding on Executive and the Company. The Executive shall pay
the fees and expenses of such physician.

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# EXHIBIT B

Executive and the Company agree that,
for purposes of this Agreement, the Restricted Area shall constitute the area
within fifteen (15) miles of RAREs restaurants in the following cities:

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|Alabama:             
Arizona:             
Connecticut:         
Delaware:            
District of Columbia:
Florida:             
                     
                     
                     
                     
Georgia:             
                     
                     
                     
                     
Illinois:            
Indiana:             
Kansas:              
Kentucky:            
Maine:               
Maryland:            
Massachusetts:       
                     
                     
Michigan:            
Minnesota:           
Missouri:            
                     
Nevada:              
New Hampshire:       
New Jersey:          
New York:            
North Carolina:      
                     
                     
                     
                     
Pennsylvania:        
Rhode Island:        
South Carolina:      
Tennessee:           
Texas:               
Virginia:            
West Virginia: | Auburn, Daphne, Dothan, Hoover, Huntsville, Mobile, Montgomery, Prattville
      Phoenix
      Manchester
      Newark
      Washington, D.C.
      Altamonte Springs, Boynton Beach, Brandon, Coral Springs, Daytona Beach, Davie, Delray Beach,
      Destin, Fleming Island, Ft. Lauderdale, Ft. Myers, Hollywood, Jacksonville Beach, Jacksonville,
      Jensen Beach, Kissimmee, Lake Mary, Largo, Merritt Island, Miami, Naples, Ocala, Orlando,
      Pembroke Pines, Port Richey, Sarasota, St. Augustine, St. Petersburg, Tallahassee, Tampa, West
      Palm Beach, Winter Haven, Palm Harbor
      Albany, Alpharetta, Athens, Atlanta, Augusta, Austell, Buford, Canton, Cartersville, College
      Park, Columbus, Conyers, Cumming, Dalton, Dawsonville, Douglasville, Duluth, Gainesville,
      Hiram, Jonesboro, Kennesaw, Lawrenceville, Lithonia, McDonough, Macon, Marietta, Morrow,
      Newnan, Peachtree City, Rome, Roswell, Savannah, Snellville, Statesboro, Tifton, Tucker,
      Valdosta, Warner Robins, Woodstock
      Chicago, Fairview Heights
      Avon, Carmel, Evansville, Indianapolis
      Leawood, Lawrence, Speedway, Topeka
      Bowling Green, Cold Springs, Florence, Lexington, Louisville, Frankfort
      Augusta, Bangor, South Portland
      Baltimore, Bowie, Columbia, Frederick, Gaithersburg, Germantown, Hagerstown, Waldorf
      Boston, Braintree, Brockton, Burlington, Chestnut Hill, Dedham, Framingham, Franklin,
      Haverhill, Loeminster, Marlboro, Methuen, Milbury, Milford, North Attleboro, Peabody, Plymouth,
      Raynham, Seekonk, Shrewbury, Watertown, West Springfield
      Auburn Hills, Troy, Westland
      Minneapolis
      Ballwin, Belton, Chesterfield, Florissant, Independence, Jefferson City, Kansas City,
      Lee's Summit, O'Fallon, St. Peters, St. Louis Mills, Sunset Hills
      Las Vegas
      Concord, Manchester, Nashua, Newington
      Howell, Mt. Olive, North Brunswick, Parsippany, Piscataway, Rochelle Park, Woodbridge
      Albany, New York (Manhattan), Poughkeepsie, Rochester
      Burlington, Charlotte, Concord, Gastonia, Greensboro, Greenville, Hickory, High Point,
      Huntersville, Pineville, Winston-Salem, Wilmington
      Ohio:    Beaver  Creek,  Boardman,  Cincinnati,  Columbus,  Cuyahoga  Falls,  Dublin,  Eastgate,
      Fairview Park,   Gahanna,   Independence,   Maumee,  Medina,  Mentor,   Moraine,  North  Canton,
      Pickerington, Solon, Springdale, St. Clairsville, Strongsville, Wooster, West Chester
      Bensalem, Erie, Exton, Lancaster, Norristown, Philadelphia, Whitman Square
      Providence, Warwick
      Anderson, Columbia, Greenville, Hilton Head, Mt. Pleasant, Myrtle Beach, Rock Hill, Spartanburg
      Chattanooga, Clarksville, Hermitage, Jackson, Madison, Nashville
      Dallas, Houston
      Dulles, McLean, Chantilly
      Charleston

Executive acknowledges and agrees
that the geographical area described above is the area in which Executive will initially
perform his services for RARE, and that the area in which such services are performed is
intended to expand or contract as the locations of RAREs restaurants (the
Consolidated Group) increase or decrease. Executive and the Company agree that
as the geographical area in which the Consolidated Group operates expands or contracts,
the parties agree to amend the list of cities described on this Exhibit B from time
to time, or delete cities in which there is no longer a member of the Consolidated Group
to include each additional city in which there is a member of the Consolidated Group.
Executive agrees to execute one or more amendments hereto upon the request of the Company
from time to time in order to confirm such amended list.