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                                                                   Exhibit 10.19

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                           THE EXISTENCE AND CONTENTS

                      OF THIS STOCK PURCHASE AGREEMENT ARE

                                  CONFIDENTIAL

         AND ARE TO BE HELD AS SUCH BY THE PARTIES HERETO IN ACCORDANCE

                           WITH THE PROVISIONS HEREOF


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                            STOCK PURCHASE AGREEMENT

                                      AMONG

                           LANDRY'S RESTAURANTS, INC.

                               LSRI HOLDINGS, INC.

                                       AND

                               WELL SEASONED, INC.

                           METRO NATIONAL CORPORATION

                           KIMBERLEY RESTAURANTS LTD.

                               September 10, 2002


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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Article 1 Purchase and Sale .................................................  1
  1.1    Purchase and Sale ..................................................  1
  1.2    Purchase Price .....................................................  2
  1.3    Deposit ............................................................  2
  1.4    Incentive Payments .................................................  3
  1.5    Purchase Price Adjustment...........................................  6

Article 2 The Closing........................................................  7
  2.1    Closing. 7
  2.2    Items to be Delivered at Closing....................................  8

Article 3 Representations and Warranties of the Stockholders concerning
  the Corporation............................................................ 10
  3.1    Organization, Standing, Qualification and Power..................... 10
  3.2    Authority; Execution and Delivery; Enforceability................... 10
  3.3    No Conflicts; Consents.............................................. 11
  3.4    Capitalization; Subsidiaries........................................ 11
  3.5    Financial Statements................................................ 13
  3.6    Assets Other than Real Property Interests .......................... 13
  3.7    Real Property and Related Matters................................... 15
  3.8    Intellectual Property............................................... 15
  3.9    Contracts........................................................... 16
  3.10   Permits............................................................. 18
  3.11   Taxes............................................................... 18
  3.12   Litigation.......................................................... 19
  3.13   Benefit Plans....................................................... 19
  3.14   Absence of Changes or Events........................................ 21
  3.15   Compliance with Applicable Laws..................................... 22
  3.16   [Reserved].......................................................... 22
  3.17   Employee and Labor Matters.......................................... 22
  3.18   Insurance........................................................... 22
  3.19   Transactions with Affiliates........................................ 23
  3.20   [Reserved].......................................................... 23
  3.21   Gratis Food......................................................... 23
  3.22   Books and Records................................................... 23
  3.23   Investment Company.................................................. 24
  3.24   Brokers or Finders; Commissions..................................... 24
  3.25   Certain Payments.................................................... 24
  3.26   Full Disclosure..................................................... 24
  3.27   Required Stockholder Vote........................................... 24

Article 4 Representations and Warranties of the Stockholders................. 25
  4.1   Organization, Standing, Qualification and Power of Certain Sellers... 25

                                       i

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  4.2    Authority; Execution and Delivery; Enforceability................... 25
  4.3    No Conflicts........................................................ 25
  4.4    Investment.......................................................... 26
  4.5    Stockholder Shares.................................................. 26

Article 5 Warranties of Landry's and Purchaser............................... 26
  5.1    Organization, Standing, Qualification and Power..................... 26
  5.2    Authority; Execution and Delivery; and Enforceability............... 27
  5.3    No Conflicts; Consent............................................... 27
  5.4    Litigation.......................................................... 27
  5.5    Investment.......................................................... 28
  5.6    Funds Available..................................................... 28
  5.7    Brokerage Arrangements.............................................. 28
  5.8    SEC Reported Financial Statements................................... 28
  5.9    No Misleading Statements............................................ 29

Article 6 Covenants of the Parties........................................... 29
  6.1    Conduct of Business................................................. 29
  6.2    Access to Information............................................... 32
  6.3    Confidentiality..................................................... 32
  6.4    Commercially Reasonable Efforts to Consummate....................... 33
  6.5    Exclusivity......................................................... 33
  6.6    Expenses; Transfer Taxes, and the Like.............................. 34
  6.7    Publicity........................................................... 34
  6.8    Interference with Relationships..................................... 34
  6.9    COBRA Continuation.................................................. 35
  6.10   Transfer of Licenses and Permits.................................... 35
  6.11   Notice of Failure of Condition...................................... 35
  6.12   Transfer; Closing of Restaurants.................................... 35

Article 7 Conditions Precedent............................................... 36
  7.1    Conditions to Each Party's Obligation .............................. 36
  7.2    Conditions to Obligation of Landry's and Purchaser ................. 36
  7.3    Conditions to the Obligation of Stockholders ....................... 39
  7.4    Frustration of Closing Conditions................................... 40

Article 8 Termination........................................................ 41
  8.1    Termination......................................................... 41
  8.2    Termination by Landry's or Stockholders; Deposit.................... 42
  8.3    Effect of Termination............................................... 42

Article 9 Indemnification.................................................... 42
  9.1    Indemnification by Sellers.......................................... 42
  9.2    Indemnification by Purchaser and Landry's........................... 43
  9.3    Indemnification Procedures.......................................... 44
  9.4    Reduction of Losses................................................. 46

                                       ii

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  9.5    Subrogation........................................................  46
  9.6    Limitation and Expiration..........................................  46

Article 10 General Provisions...............................................  48
  10.1   Assignment.........................................................  48
  10.2   No Third-Party Beneficiaries.......................................  48
  10.3   Notices............................................................  48
  10.4   Interpretation; Exhibits and Schedules ............................  50
  10.5   Counterparts ......................................................  50
  10.6   Entire Agreement...................................................  50
  10.7   Amendments and Waivers ............................................  51
  10.8   Severability.......................................................  51
  10.9   Consent to Jurisdiction............................................  51
  10.10  Further Assurances.................................................  51
  10.11  Construction.......................................................  52
  10.12  Governing Law; Waiver of Jury Trial................................  52
  10.13  Prevailing Parties.................................................  52
  10.14  Remedies under Asset Purchase and Sale Agreement...................  52



                              ANNEXES AND EXHIBITS

Annex I      Definitions.................................................... A-1
Exhibit A                 Form of Asset Purchase and Sale Agreement
Exhibit B                 Form of Promissory Note
Exhibit 1.4(a)(ii)(A)     Category List for RLP Calculation
Exhibit 1.4(a)(ii)(B)     Account Description and Landry's Mapping Grid
Exhibit 1.4(a)(ii)(C)     Description of Categories
Exhibit 1.4(a)(ii)(D)     Annual Profit and Loss Statement Prepared by
                          Stockholder
Exhibit 2.2(a)(ii)        Form of Seller's Releases
Exhibit 2.2(a)(iii)(A)    Form of Nonsolicitation Agreements
Exhibit 2.2(a)(iii)(B)    Form of Nonsolicitation Agreement (Halphen/Murray)
Exhibit 2.2(a)(iv)(A)     Form of Noncompetition Agreements
Exhibit 2.2(a)(iv)(B)     Form of Noncompetition Agreement (Halphen)

Corporation's Disclosure Schedule
Stockholders' Disclosure Schedule
Landry's Disclosure Schedule

                                      iii

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                            STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement ("Agreement") is dated as of September 10,
2002, among Landry's Restaurants, Inc., a Delaware corporation ("Landry's"),
LSRI Holdings, Inc., a Delaware corporation ("Purchaser"), Well Seasoned, Inc.,
a Delaware corporation (the "Corporation"), Metro National Corporation, a Texas
corporation, ("Metro National") and Kimberley Restaurants Ltd., a Texas limited
partnership ("Kimberley") (Metro National and Kimberley being the "Stockholders"
and each a "Stockholder"). The Corporation and the Stockholders are sometimes
collectively referred to herein as the "Sellers" and sometimes individually, as
a "Seller". As used herein, each of Landry's, Purchaser and the Sellers is a
"Party" and two or more are "Parties." Capitalized terms used but not defined
herein have the meanings set forth in Annex I.

                                    RECITALS

     A. The Corporation and its Subsidiaries have been and are engaged in the
business of operating an aggregate of 27 Saltgrass Steakhouse Restaurants and
Babin's Seafood Restaurants, located within the State of Texas (collectively
referred to as the "Business").

     B. At the Closing, it shall be a condition that the Stockholders shall own
all of the issued and outstanding shares of capital stock of the Corporation
(the "Stock") and that there be no outstanding Stock Purchase Rights.

     C. Kimberley, Metro National, and MNC Restaurant Properties, L.P., a Texas
limited partnership ("MNC") own and/or lease certain real property on which
certain of the restaurants constituting a portion of the Business are operated
by WSI Fish Limited, a Texas limited partnership (as to the Babin's Seafood
Restaurants) and by FSI Restaurant Development Limited, a Texas limited
partnership (as to the Saltgrass Steakhouse Restaurants).

     D. Concurrently herewith certain of the Parties are entering into the Asset
Purchase and Sale Agreement in the form of Exhibit A (the "Asset Purchase and
Sale Agreement") relating to the sale or transfer of the "Subject Properties" as
defined therein.

     E. Purchaser desires to purchase, and the Stockholders desire to sell, the
Business through the sale and purchase of the Stock and the Subject Properties
(such transactions being referred to as the "Acquisition") upon the terms and
subject to the conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants, agreements and conditions hereinafter
set forth, the Parties hereto hereby agree as follows:

                                   Article 1
                                Purchase and Sale

1.1   Purchase and Sale.

        (a) Stock. On the terms and subject to the conditions of this Agreement,
on the Closing Date, the Stockholders will sell, transfer, convey and assign the
Stock, free and clear of

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any Liens and deliver to the Purchaser certificates representing the Stock,
together with stock powers duly endorsed by the Stockholders so that the Stock
may be duly registered in the name of the Purchaser. On the terms and subject to
the conditions of this Agreement, on the Closing Date, the Purchaser will
purchase the Stock in exchange for the Stock Purchase Price.

     (b) Subject Properties. Subject to the terms and conditions of the Asset
Purchase and Sale Agreement, Purchaser shall purchase the Subject Properties
from Kimberley, Metro National and MNC, free and clear of any Liens, except as
specifically provided for therein for the Asset Purchase Price.

1.2  Purchase Price.

       (a) Purchase Price. The Purchase Price shall be an aggregate amount
equal to $75,000,000, subject to adjustment as set forth in Section 1.5 and the
Asset Purchase and Sale Agreement (the "Purchase Price"). As used herein, the
"Purchase Price" shall mean the aggregate of the Stock Purchase Price and the
Asset Purchase Price.

       (b) Payment at Closing. At the Closing, Purchaser shall deliver to
Stockholders:

            (i) An amount (the "Closing Date Payment") equal to (A) an aggregate
     amount of $55,000,000 cash, less (B) the Deposit, by wire transfer of
     immediately available funds, to such bank account as shall be designated in
     writing by the Stockholders at least two (2) days prior to Closing; and

            (ii) An unsecured promissory note or notes in the aggregate
     principal amount of $20,000,000 in the form attached as Exhibit B (the
     "Promissory Note"). Such promissory note(s) shall mature on the seventh
     anniversary of the Closing Date,. The Promissory Note(s) shall be payable
     to the Stockholders in the amounts set forth on Schedule 1.2(b)(ii) under
     the heading Closing Note Payment.

       (c) Prior to the Closing Date, the Parties shall mutually agree to the
allocation of the Purchase Price between the Stock Purchase Price and the Asset
Purchase Price.

1.3  Deposit

     Prior to the execution of this Agreement, Landry's has delivered to Metro
National the sum of $5,000,000 in cash as a deposit to be credited against the
cash portion of the Purchase Price (the "Deposit"). Upon execution of this
Agreement, $2,500,000 of the Deposit shall be non-refundable (subject to the
further provisions of Section 8.2 of this Agreement and the provisions of
Article 11 of the Asset Purchase and Sale Agreement) with the remaining
$2,500,000 remaining refundable to Landry's upon delivery of a written notice to
Metro National terminating this Agreement pursuant to Article 8 (the
"Termination Notice"). Upon receipt of the Termination Notice, Metro National
shall immediately refund $2,500,000 to Landry's by wire transfer of immediately
available funds.


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     1.4 Incentive Payments.

          (a) Existing Business. (i) As an incentive payment based on the future
financial performance of the 27 Saltgrass Steakhouse Restaurants and Babin's
Seafood Restaurants (the "Existing Restaurants") included in the Business as of
the date of this Agreement and listed on Schedule 1.4, within sixty (60) days
after the fifth (5th) year Anniversary Date of the Closing, Landry's agrees to
pay to Stockholders an aggregate amount of additional cash consideration equal
to four (4) times the five (5) year average of the difference between: (a) the
Annual Business RLP of the Business and (b) $18,000,000.

                   (ii) As promptly as practicable after the Anniversary Date in
          each of 2003, 2004, 2005, 2006, and 2007, and in any event no later
          than sixty (60) days after each Anniversary Date, Landry's shall
          prepare and deliver to Stockholders an unaudited statement reflecting
          the determination of the Annual Business RLP for the twelve month
          period ending on such Anniversary Date (each, a "Statement of Annual
          Business RLP"). Stockholders and their respective representatives
          shall be afforded the opportunity to review and inspect all of the
          financial records, work papers, schedules and other supporting papers
          directly relating to the preparation of each Statement of Annual
          Business RLP and to consult with Landry's, and its representatives, if
          necessary, regarding the methods used in the preparation of those
          documents. As used herein, the "Anniversary Date" shall be the last
          day of the calendar month of the Closing Date.

          The Annual Business RLP shall be determined in a manner consistent
          with the usual and customary method Landry's calculates RLP for its
          other restaurants. RLP means restaurant level profit calculated by
          Landry's using Landry's usual and customary method for calculating
          restaurant level profit and in accordance with GAAP. Attached as
          Exhibit 1.4(a)(ii)(A) is an illustration of the RLP resulting from
          Landry's formatting of the profit and loss statements (as provided by
          Stockholders to Landry's and set forth as Exhibit 1.4(a)(ii)(D)) for
          the Corporation as of fiscal year ending March 31, 2002 to Landry's
          general ledger accounting mapping format (Exhibit 1.4(a)(ii)(B)). In
          calculating the Corporation's profit and loss statement, the
          Corporation's general and administrative expenses as set forth on
          Exhibit 1.4(a)(ii)(D) should not include any store level expenses.
          Exhibits 1.4(a)(ii)(A), (B), (C) and (D) are to be used, among other
          things for reference by the Neutral Accountants in determining RLP in
          accordance with this Agreement. The amounts set forth in the aforesaid
          Exhibits shall in no event impose or imply limitations, maximum sums
          or percentages of the amount to be included in such categories in the
          future and do not reflect Landry's usual and customary method for
          calculating such items as advertising, recruiter fees, direct ADP
          charges, customer loyalty programs, commercial productions and
          insurance costs. The use of the Exhibits shall not prevent Landry's
          from adding categories in the calculation of RLP. In making such
          calculation, Landry's shall prudently operate the Existing Restaurants
          and the Incentive Restaurants and shall use commercially reasonable
          efforts to maximize RLP for each of the restaurants. Landry's agrees
          that only costs directly related to each restaurant shall be included
          in such calculation and that the category of charges shall be as set
          forth on Exhibit 1.4(a)(ii)(C). Indirect costs may be included in such
          calculations provided that (i) such category of costs are described on
          Exhibit 1.4(a)(ii)(C); (ii) such indirect costs

<PAGE>

          are prorated among the applicable restaurants; (iii) such costs
          exclude corporate overhead; (iv) such costs exclude regional manager
          salaries but shall include travel and lodging; and (v) such costs must
          directly or indirectly benefit the Existing Restaurants. Landry's
          covenants and agrees that in making such calculation it will not
          include charges for employees working at other restaurants, or food
          costs not directly incurred at such restaurants. In determining the
          Annual Business RLP, if an Existing Restaurant shall be closed, the
          Annual Business RLP for such restaurant as calculated for the last
          twelve (12) full calendar months such restaurant was opened, shall be
          utilized for all subsequent calculations.

                   (iii) The Annual Business RLP as shown on the Statement of
          Annual Business RLP prepared by Landry's, shall be final, conclusive
          and binding for purposes of this Agreement, unless Stockholders shall
          give written notice of disagreement with any values thereon within
          sixty (60) days following its receipt of the Statement of Annual
          Business RLP, specifying in reasonable detail the nature and extent of
          such disagreement.

                   (iv) If Stockholders so object within such sixty (60) day
          period, Landry's and Stockholders shall use their reasonable efforts
          to resolve by written agreement any differences as to the Annual
          Business RLP (the "Annual Business Adjustments") and, if Landry's and
          Stockholders so resolve all such differences, the Annual Business RLP
          set forth in the Statement of Annual Business RLP as adjusted by the
          Annual Business Adjustments shall be final and binding as the Annual
          Business RLP for such 12 month period for purposes of this Agreement.

                   (v) If within sixty (60) days following receipt by Landry's
          of a notice of the type referred to in subsection (iii) above,
          Landry's and Stockholders are unable to resolve any disagreement with
          respect to the Statement of Annual Business RLP, the disagreement
          shall be submitted for resolution to the Neutral Accountants. The
          Neutral Accountants shall act as an arbitrator to determine and
          resolve only those issues still in dispute: such determination (A)
          shall be made within thirty (30) days of the submission of the
          dispute, based solely on the presentations by Landry's and
          Stockholders; (B) shall be in accordance with this Agreement,
          including the method for determining the Annual Business RLP; (C)
          shall be effected in a manner which is consistent with GAAP; (D) shall
          be set forth in a written statement delivered to Landry's and
          Stockholders; and (E) shall be final, conclusive and binding on
          Landry's and Stockholders.

                   (vi) the fees and expenses of the Neutral Accountants in
          connection with any such determination shall be paid by the losing
          party in the dispute.

            (b) New Restaurants.

                 (i) Subsequent to the Closing and prior to the fifth
          anniversary of such Closing, Corporation shall open a minimum of
          twelve (12) new restaurants, using the concepts of the Saltgrass
          Steakhouse and/or the Babin's Seafood Restaurants (the "New
          Restaurants"). All New Restaurants must be comparable in nature, size,
          appearance, decor, food quality, service, etc. to Existing
          Restaurants. As an incentive payment based

                                       4

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          on the future financial performance of the first twelve (12) New
          Restaurants (the "Incentive Restaurants"), within 60 days after the
          end of the second (2nd) full year of operation of each Incentive
          Restaurant, Landry's agrees to pay to Stockholders an aggregate amount
          of additional cash consideration based upon the RLP of the Incentive
          Restaurants during such second full year of operation as follows:

                                                     Incentive Payment
          RLP per Incentive Restaurant         (Amounts are not cumulative)
          ----------------------------         ---------------------------
          Below $650,000                                  - 0 -
          $650,000 - $699,999.99                        $ 250,000
          $700,000 - $749,999.99                        $ 500,000
          $750,000 - $799,999.99                        $ 600,000
          $800,000 - $849,999.99                        $ 700,000
          $850,000 - $899,999.99                        $ 800,000
          $900,000 - $949,999.99                        $ 900,000
          $950,000 - and above                         $1,000,000

                   (ii) In the event that the Corporation fails to open a
          minimum of twelve (12) Incentive Restaurants prior to the fifth
          anniversary of the Closing, not later than ten (10) days following
          such date, Landry's shall wire transfer to Stockholders in immediately
          available funds the amount of $750,000 for each Incentive Restaurant
          that was not opened prior to the fifth anniversary of the Closing
          Date. In the event an Incentive Restaurant is closed prior to
          completing two (2) years of operation, the determination of the
          Incentive Payment shall be made based on the RLP for the twelve (12)
          full calendar months immediately prior to Closing, or if such
          restaurant has not been open for twelve (12) full calendar months, the
          annualized RLP for the period such restaurant was open.

                   (iii) Determination of New Restaurant RLP Incentive.

                         (A) As promptly as practicable after the end of the
               first full twelve-month period of operation for each Incentive
               Restaurant and in any event not less than sixty (60) days after
               such period, Landry's shall prepare and deliver to Stockholders
               an unaudited statement reflecting the RLP for Stockholders'
               information purposes. Such statement shall be kept confidential
               and shall only be shown to Messrs. Roy Johnson and Wayne Hays.
               Nothing contained in such statement shall bind Purchaser or
               Landry's or be used for any other purpose. As promptly as
               practicable after the end of the second full twelve month period
               of operation for each Incentive Restaurant, and in any event not
               later than sixty (60) days after such period, Landry's shall
               prepare and deliver to Seller an unaudited statement reflecting
               the determination of Incentive Restaurant RLP for the second full
               twelve month period of operation of such Incentive Restaurant
               (each, as prepared after the second twelve-month period, a
               "Statement of New Restaurant RLP"). Stockholders and their
               respective representatives shall be afforded the opportunity to
               review and inspect all of the financial records, work papers,
               schedules and other supporting papers relating to the preparation
               of each

                                       5

<PAGE>

               Statement of New Restaurant RLP and to consult with Landry's, and
               its representatives, if necessary, regarding the methods used in
               the preparation of those documents.

                         (B) The New Restaurant RLP as shown on the Statement
               of New Restaurant RLP prepared by Landry's, shall be final,
               conclusive and binding for purposes of this Agreement, unless
               Stockholders shall give written notice of disagreement with any
               values thereon within sixty (60) days following its receipt of
               the Statement of New Restaurant RLP, specifying in reasonable
               detail the nature and extent of such disagreement.

                         (C) If Stockholders so objects within such sixty (60)
               day period, Landry's and Stockholders shall use their reasonable
               efforts to resolve by written agreement (the "New Restaurant
               Adjustments") any differences as to the New Restaurant RLP and,
               if Landry's and Stockholders so resolve all such differences, the
               New Restaurant RLP set forth in the Statement of New Restaurant
               RLP as adjusted by the New Restaurant Adjustments shall be final
               and binding as the New Restaurant RLP for such 12 month period
               for purposes of this Agreement.

                         (D) If within sixty (60) days following receipt by
               Landry's of a notice of the type referred to in subsection (b)
               above, Landry's and Stockholders are unable to resolve any
               disagreement with respect to the Statement of New Restaurant RLP,
               the disagreement shall be submitted for resolution to the Neutral
               Accountants. The Neutral Accountants shall act as an arbitrator
               to determine and resolve only those issues still in dispute. The
               Neutral Accountants' resolution of such dispute: shall be made
               within sixty (60) days of the submission of the dispute, (i)
               based solely on the presentations by the Corporation and
               Stockholders; (ii) in accordance with this Agreement, including
               the method for determining the Annual Business RLP; (iii)
               effected in a manner which is consistent with GAAP; (iv) shall be
               set forth in a written statement delivered to the Corporation and
               Stockholders; and (v) shall be final, conclusive and binding on
               the Corporation and Stockholders.

                         (E) The fees and expenses of the Neutral Accountants in
               connection with any such determination shall be paid by the
               losing party in the dispute.

The payments described above in this Section 1.4 shall sometimes collectively be
referred to as the "Incentive Payments."

1.5   Purchase Price Adjustment.

          (a) Adjustment Amount. The Adjustment Amount will be an amount equal
to (i) the increase in net working capital deficit of the Corporation and its
Subsidiaries and (ii) the decrease in consolidated stockholders' equity of the
Corporation and its Subsidiaries, in each case between the Latest Balance Sheet
and the Closing Date determined in accordance with GAAP, excluding related party
transactions (the "Adjustment Amount"). Each component of the

                                       6

<PAGE>

Adjustment Amount shall be calculated separately and the result of one
calculation shall not affect the other calculation, provided however that the
Corporation shall be permitted to increase current assets on the Closing Date by
the amount of any payments made prior to the Closing Date in respect of payments
made to OmniBank of up to $74,000, in connection with the repayment in full of
outstanding indebtedness owed to OmniBank, if made at the request of Purchaser.

          (b) Adjustment Procedure. Sellers will prepare consolidated financial
statements ("Closing Financial Statements") of the Corporation as of the Closing
Date and for the period from the date of the Latest Balance Sheet through the
Closing Date, including a computation of net working capital and consolidated
stockholders' equity as of the Closing Date. Sellers will deliver the Closing
Financial Statements to Purchaser within fifteen (15) days after the Closing
Date. If within thirty days (30) following delivery of the Closing Financial
Statements, neither Purchaser nor Landry's has given Sellers notice of their
objection to the Closing Financial Statements, then the net working capital and
consolidated stockholders' equity reflected in the Closing Financial Statements
will be used in computing the Adjustment Amount. If Purchaser gives such notice
of objection, the Parties shall attempt to agree upon the Closing Financial
Statements and the Adjustment Amount for a period of ten (10) days from the date
of notice of objection, and if no agreement is reached by the end of the ten
(10) day period then the issues in dispute will be submitted to the Neutral
Accountants, for resolution. If issues in dispute are submitted to the Neutral
Accountants for resolution, (i) each party will furnish to the Neutral
Accountants such work papers and other documents and information relating to the
disputed issues as the Neutral Accountants may request and are available to that
Party or its Subsidiaries (or its independent public accountants), and will be
afforded the opportunity to present to the Neutral Accountants any material
relating to the determination and to discuss the determination with the Neutral
Accountants; (ii) the determination by the Neutral Accountants, as set forth in
a notice delivered to both parties by the Neutral Accountants, will be binding
and conclusive on the parties; and (iii) Purchaser and Sellers will each bear
50% of the fees of the Neutral Accountants for such determination.

          (c) On the second (2nd) Business Day following the final determination
of the Adjustment Amount, whether by the Parties or the Neutral Accountants, if
there is an Adjustment Amount, Sellers shall pay to Purchaser, in immediately
available funds, such Adjustment Amount.

                                   Article 2
                                   The Closing

2.1  Closing.

     The closing (the "Closing") of the transactions contemplated by this
Agreement shall take place at the offices of Haynes and Boone, LLP, 1000
Louisiana Street, Suite 4300, Houston, Texas 77002 or at such other location as
Landry's and the Stockholders shall determine on a date (the "Closing Date") to
be mutually agreed upon by Landry's and the Stockholders, which date shall be no
later than the third day after all the conditions in Article 7 have been
satisfied or waived (other than those conditions which by their terms are
intended to be satisfied at the Closing). Such Closing may, with the consent of
all Parties, take place by delivery and exchange

                                       7

<PAGE>

of documents by facsimile or electronic mail transmission with originals to
follow by overnight mail service courier.

2.2  Items to be Delivered at Closing.

     At the Closing and subject to the terms and conditions herein contained:

          (a)  Sellers or the Stockholders, as the case may be, shall deliver to
Landry's and the Purchaser the following:

               (i) certificates representing the Stock, endorsed in blank, or
          accompanied by stock powers executed in blank;

               (ii) releases substantially in the form of Exhibit 2.2(a)(ii)
          executed by each of the Stockholders (collectively, "Sellers'
          Releases");

               (iii) Nonsolicitation agreements substantially in the form of
          Exhibit 2.2(a)(iii)(B), executed by Cliff Halphen and Mitch Murray,
          and, substantially in the form of Exhibit 2.2(a)(iii)(A), executed by
          the Stockholders, restricting the signatories as set forth therein
          (collectively, the "Nonsolicitation Agreements");

               (iv) Noncompetition agreements substantially in the form of
          Exhibit 2.2(a)(iv)(A) to be executed by each of the Stockholders and
          substantially in the form of Exhibit 2.2(a)(iv)(B) to be executed by
          Cliff Halphen (collectively, the "Noncompetition Agreements");

               (v) the documents required by the Asset Purchase and Sale
          Agreement;

               (vi) duly executed opinions of Bracewell & Patterson L.L.P.,
          counsel to the Stockholders, and Andrews & Kurth, LLP, counsel to the
          Corporation, dated the Closing Date in mutually agreed to forms;

               (vii) duly executed certificates of an officer of Kimberley,
          Metro National and of the Corporation dated the Closing Date,
          certifying that the conditions specified in Sections 7.2(a) and 7.2(b)
          hereof have been fulfilled;

               (viii) duly executed certificates of the Secretary of Kimberley,
          Metro National and of the Corporation certifying (A) resolutions of
          the directors and, where required, the stockholders or partners of
          Kimberley, Metro National and the Corporation approving this Agreement
          and the transactions contemplated hereby (together with an incumbency
          and signature certificate regarding the officer signing on behalf of
          Kimberley, Metro National or the Corporation, as the case may be), and
          (B) the Charter and Bylaws of Kimberley, Metro National or the
          Corporation, as the case may be;

               (ix) copies of all Consents and approvals obtained by Sellers;

                                       8

<PAGE>

               (x) any other duly executed instruments of assignment necessary
          to evidence the transfer to Landry's or Purchaser of the Stock, the
          Subject Properties and the Business;

               (xi) such agreements, in a form reasonably acceptable to the
          Parties, including indemnities, to allow for the continuous
          uninterrupted service of alcoholic beverages by Landry's or Purchaser
          on each of the properties forming a part of the Business;

               (xii) resignations of all officers and directors of the
          Corporation and its Subsidiaries and any Private Club, associated with
          the Corporation;

               (xiii) copies of duly executed agreements pursuant to which Metro
          National and/or Kimberley purchased capital stock, options, warrants
          or other equity interests from the stockholders of the Corporation in
          furtherance of the consummation of this Agreement and any
          recapitalization plan relating thereto (the "Recapitalization Plan");

               (xiv) evidence of the termination of the Stockholders' Agreement
          dated as of March 16, 2001, by and among the Corporation and the
          stockholders named therein (the "Corporation's Stockholders'
          Agreement"); and

               (xv) such other documents, certificates, or agreements as may be
          reasonably requested by Landry's or Purchaser.

          (b) Landry's and Purchaser shall deliver to the Stockholders the
     following:

               (i) the Purchase Price (including the cash payment and the
          Promissory Note) in accordance with Section 1.2 hereof;

               (ii) a duly executed opinion of Haynes and Boone, LLP, counsel to
          Purchaser and Landry's, dated the Closing Date, in a mutually agreed
          to form;

               (iii) a duly executed certificate of an officer of Purchaser and
          Landry's dated the Closing Date, certifying that the conditions
          specified in Sections 7.3(a) and 7.3(b) of this Agreement have been
          fulfilled;

               (iv) duly executed certificates of the Secretary of each of
          Purchaser and Landry's certifying (A) resolutions of the directors of
          Purchaser and Landry's approving this Agreement and the transactions
          contemplated hereby (together with an incumbency and signature
          certificate regarding the officer signing on behalf of Purchaser or
          Landry's, as the case may be), and (B) the Charter and Bylaws of
          Purchaser or Landry's, as the case may be;

               (v) the Lease Termination Fee;

               (vi) the documents required by the Asset Purchase and Sale
          Agreement;

                                       9

<PAGE>

               (vii) such agreements, in a form reasonably acceptable to the
          parties, including indemnities, to allow for the continuous
          uninterrupted service of alcoholic beverages by Landry's or Purchaser
          on each of the properties forming a part of the Business; and

               (viii) such other documents, certificates or agreements as may be
          reasonably requested by Sellers.

               As used in this Agreement, the term "Related Documents" means the
          documents, including without limitation, the Asset Purchase and Sale
          Agreement, the Noncompetition Agreements, the Nonsolicitation
          Agreements, the Promissory Note, the Certificates of Stock, the
          schedules delivered pursuant to this Agreement and any other Related
          Document and the stock powers, required to be delivered by any Party
          in connection with the consummation of the transactions contemplated
          by this Agreement and the Asset Purchase and Sale Agreement.

                                   Article 3
  Representations and Warranties of the Stockholders concerning the Corporation

     Except as set forth in the Disclosure Schedule, which sets forth certain
disclosures concerning the Corporation, its Subsidiaries and the Business (the
"Corporation's Disclosure Schedule"), each section of which only qualifies the
corresponding numbered representation or warranty in this Article 3, the
Stockholders, jointly and severally, hereby represent and warrant to Landry's
and the Purchaser as of the date hereof, as follows:

3.1  Organization, Standing, Qualification and Power.

     Each of the Corporation and its Subsidiaries is duly organized, validly
existing and in good standing, to the extent applicable, under the laws of the
jurisdiction of its incorporation or formation, and has the requisite power and
authority to own, lease and operate its properties and to carry on the Business
as presently conducted. The Corporation and each of its Subsidiaries is duly
qualified to do business and is in good standing, to the extent applicable, in
each jurisdiction in which such qualification is necessary because of the nature
of the business conducted by it, except where the failure to be so qualified
would not have a Material Adverse Effect. Schedule 3.1 of the Corporation's
Disclosure Schedule lists (i) all jurisdictions in which the Corporation and
each of the Subsidiaries is qualified to do business as a foreign entity and
(ii) the directors and officers of each of the Corporation and its Subsidiaries.
The Corporation has delivered to Landry's and Purchaser correct and complete
copies of the Charter and Bylaws (or other similar formation documents) of each
of the Corporation and each of its Subsidiaries (as amended to date).

3.2  Authority; Execution and Delivery; Enforceability.

     The Corporation has the requisite power and authority to execute this
Agreement and the Related Documents to which it is a party and to consummate the
transactions contemplated hereby and thereby and to perform its obligations
hereunder and thereunder. The execution and delivery by the Corporation of this
Agreement and the consummation of the transactions

                                       10

<PAGE>

contemplated hereby have been duly authorized by all necessary corporate action
on the part of the Corporation, and the execution and delivery of the Related
Documents to which it is a party and the consummation by the Corporation of the
transactions contemplated thereby will be duly authorized by all necessary
corporate action on the part of the Corporation, prior to the Closing. The
Corporation has duly executed and delivered this Agreement and prior to the
Closing will have duly executed and delivered each Related Document to which it
is a party, and this Agreement constitutes, and each Related Document to which
it is a party will upon execution and delivery constitute, its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except
as may be limited by bankruptcy, insolvency, reorganization, fraudulent
conveyance or other similar laws affecting the enforcement of creditors' rights
generally and general equitable principles.

3.3  No Conflicts; Consents.

     The execution and delivery by the Corporation of this Agreement does not,
the execution and delivery by the Corporation of each Related Document to which
it is a party will not, and the consummation of the transactions contemplated by
this Agreement and the Related Documents and compliance by the Corporation with
the terms hereof and thereof will not conflict with, or result in any violation
of or default (with or without notice or lapse of time, or both) under, or give
rise to a right of termination, cancellation or acceleration of any obligation
or a loss of a material benefit under, or result in the creation of any Lien
upon any of the assets owned or used by the Corporation or any of its
Subsidiaries under, any provision of (a) the Charter or Bylaws of the
Corporation or any of its Subsidiaries, (b) except as set forth on Schedule 3.3
of the Corporation's Disclosure Schedule, any Contract to which the Corporation
or any of its Subsidiaries is a party or by which any of their respective
properties or assets is bound or (c) any Applicable Law applicable to the
Corporation or any of its Subsidiaries or the properties or assets of the
Corporation or any of its Subsidiaries, other than, in the case of clauses (b)
and (c) above, any such conflicts, violations, defaults, rights or Liens that,
individually or in the aggregate, would not have a Material Adverse Effect.
Except as set forth on Schedule 3.3 of the Corporation's Disclosure Schedule, no
consent, estoppel letter, approval, license, permit, order or authorization
("Consent") of, or registration, declaration or filing with, any Person or any
Governmental Authority is required to be obtained or made by or with respect to
the Corporation or any of its Subsidiaries in connection with the execution,
delivery and performance of and the consummation of the transactions
contemplated by this Agreement or any Related Document, other than (i)
compliance with any filings and notifications under applicable environmental
laws; (ii) filings under the Hart-Scott Rodino Antitrust Improvements Act of
1976 as amended (the "HSR Act") and the termination or expiration of any waiting
period; or (iii) the Delaware General Corporation Laws.

3.4  Capitalization; Subsidiaries.

          (a) The authorized capital stock of the Corporation consists of (i)
10,000,000 shares of common stock, par value $0.01 per share (the "Common
Stock") of which 5,450,000 shares are validly issued and outstanding, fully paid
and nonassessable, and (ii) 1,000,000 shares of Series A Cumulative Preferred
Stock par value $0.01 per share all of which has been designated as the Series A
Preferred Stock (the "Preferred Stock"), of which 433,373 shares are

                                       11

<PAGE>

validly issued and outstanding, fully paid and nonassessable. No shares are held
by the Corporation in its treasury. As of the date hereof, the stockholders set
forth on Schedule 3.4(a) of the Corporation's Disclosure Schedule are the record
owners of all of the issued and outstanding Common Stock and Preferred Stock
representing all of the issued and outstanding capital stock of the Corporation.
Except as set forth on Schedule 3.4(a) there are no outstanding or authorized
options, warrants, purchase rights, subscription rights, conversion rights,
exchange rights or other rights (collectively the "Stock Purchase Rights") to
purchase or acquire any unissued stock or other securities from the Corporation,
and no other securities of the Corporation are reserved for any purpose. Except
as set forth on Schedule 3.4(a) there are no contracts, commitments, agreements,
understandings, arrangements or restrictions to which the Corporation is a party
which relate to the Stock. All of the Stock and the Stock Purchase Rights were
issued in compliance with applicable state and federal laws concerning the
issuance of securities, including, without limitation, the provisions of the
Securities Act and the rules and regulations promulgated thereunder, except
where the failure to so comply would not have a Material Adverse Effect.

          (b) Schedule 3.4(b) to the Corporation's Disclosure Schedule sets
forth for each Subsidiary of the Corporation (i) its name, entity form and
jurisdiction of organization, (ii) in the case of a corporation, the number of
shares of authorized capital stock of each class of its capital stock (iii) in
the case of a corporation, the number of issued and outstanding shares of each
class of its capital stock and the names of the holders thereof and the number
of shares or in the case of a partnership or limited liability company, the
number of units or other equity interests, the names of the holders thereof, and
the number of units or other equity interests held by each such holder, (iv) in
the case of a corporation, the number of shares of its capital stock held in
treasury; and (v) in the case of a partnership or other entity, the names of
each of the partners and their respective partnership or membership interests.
All of the issued and outstanding shares of capital stock, units or other equity
interests of each Subsidiary of the Corporation have been duly authorized and
are validly issued, fully paid, and nonassessable. The Corporation and its
Subsidiaries holds of record and owns beneficially all of the outstanding shares
or equity interests of each Subsidiary of the Corporation, free and clear of any
restrictions on transfer (other than restrictions under the Securities Act,
state securities laws or as set forth in applicable charter bylaws or formation
documents), Taxes, Liens, options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands. There are no outstanding or
authorized options, warrants, purchase rights, subscription rights, conversion
rights, exchange rights, or other contracts or commitments that could require
any of the Corporation and its Subsidiaries to sell, transfer, or otherwise
dispose of any capital stock, units or other equity interest of any of its
Subsidiaries or that could require any Subsidiary of the Corporation to issue,
sell, or otherwise cause to become outstanding any of its own capital stock,
units or other equity interest. There are no outstanding stock appreciation,
phantom stock, profit participation, or similar rights with respect to any
Subsidiary of the Corporation. There are no voting trusts, proxies, or other
agreements or understandings with respect to the voting of any capital stock,
units or other equity interests of any Subsidiary of the Corporation. Except as
set forth on Schedule 3.4(b), none of the Corporation and its Subsidiaries
controls directly or indirectly or has any direct or indirect equity
participation in any corporation, partnership, trust, or other business
association which is not a Subsidiary of the Corporation.

                                       12

<PAGE>

3.5  Financial Statements.

          (a) Schedule 3.5(a) of the Corporation's Disclosure Schedule contains
(i) the audited consolidated balance sheets of the Corporation and its
Subsidiaries as of March 31, 2002, December 31, 2000 and December 31, 1999 (the
"Balance Sheets"), and the related audited consolidated statements of
operations, stockholders' equity and cash flows for the fiscal years then ended
and (ii) the unaudited consolidated balance sheet of the Corporation and its
Subsidiaries as of June 30, 2002 (the "Latest Balance Sheet") and the related
unaudited statement of operations, stockholders' equity and cash flow for the
period then ended. The financial statements referred to in the foregoing
sentence are collectively referred to as the "Financial Statements." The
Financial Statements have been prepared from the books and records of the
Corporation and its Subsidiaries in accordance with GAAP consistently applied
throughout the periods involved and to Sellers' Knowledge include all direct and
indirect expenses of the Business. The Financial Statements fairly present in
all material respects, the consolidated financial condition and results of
operations, changes in stockholders' equity, and cash flow of the Corporation
and its Subsidiaries as of the dates and for the periods for which they apply.
No financial statements of any Person other than the Corporation and its
Subsidiaries are required by GAAP to be included in the consolidated financial
statements of the Corporation.

          (b) The Corporation and its Subsidiaries have no liabilities or
obligations of any nature (including any off-balance sheet liabilities or
obligations) except (i) as disclosed, reflected or reserved against in the
Financial Statements or as set forth on Schedule 3.5(b) of the Corporation's
Disclosure Statement, (ii) liabilities and obligations of the Corporation
incurred in connection with this Agreement, as set forth on Schedule 3.5(b) and,
(iii) for liabilities and obligations incurred in the ordinary course of
business consistent with past practice since the date of the Latest Balance
Sheet.

          (c) Except as set forth on Schedule 3.5(c), the amount of indebtedness
of the Corporation set forth in the line items "Debt" and "Current Maturities of
Long-Term Debt," which do not include capital obligations of the Corporation,
accurately present the indebtedness outstanding as of the Latest Balance Sheet.
Schedule 3.5(c) sets forth all Capital Lease Obligations. Since the date of the
Latest Balance Sheet, the Corporation has not created, incurred, assumed or
guaranteed any Funded Indebtedness or Capital Lease Obligations or made any
loans or advanced or extended any credit to any Person (other than trade credits
extended in the ordinary course of business), or increased the payment relating
to, or accelerated any debt, except as permitted herein.

3.6  Assets Other than Real Property Interests.

          (a) (i) Except as set forth on Schedule 3.6(a) of the Corporation's
Disclosure Schedule, the Corporation and its Subsidiaries have good and
marketable title to all of the assets and properties reflected on the Latest
Balance Sheet or acquired subsequent thereto (except for assets and properties
sold, consumed or otherwise disposed of in the ordinary course of business since
the date of the Latest Balance Sheet) and any other assets and properties used
in the Business free and clear of all Liens, other than Permitted Liens; (ii)
except as set forth on Schedule 3.6(a), all of the Corporation's and its
Subsidiaries' assets, along with the Subject

                                       13

<PAGE>

Properties, are capable of performing the functions for which they were designed
and are in good working order and condition, ordinary wear and tear excepted,
and fit for their intended purpose subject to the need to expend no more than
$3,000 in any Existing Restaurant for ordinary maintenance or repairs incurred
in the ordinary course of business consistent with past practices, provided,
however, Purchaser shall provide Seller with notice prior to Closing of any such
Existing Restaurant properties where the cost of such maintenance or repairs of
up to $3,000 is required, and such costs up to $3,000 shall be paid by Seller
prior to the Closing Date; and (iii) except as set forth on Schedule 3.6(a), the
Corporation's and its Subsidiaries' assets, along with the Subject Properties,
constitute all of the assets necessary or desirable for the conduct of the
Business by the Corporation.

          (b) Schedule 3.6(b) of the Corporation's Disclosure Schedule sets
forth all accounts receivable (including the aging thereof) that are reflected
on the Latest Balance Sheet or in the accounting records of the Corporation and
its Subsidiaries. Except to the extent of the reserve for bad debts, or as
otherwise reflected on Schedule 3.6(b), to Sellers' Knowledge, such accounts
receivable are collectible in the amounts shown on Schedule 3.6(b). With respect
to all accounts receivable that have been created by the Corporation and its
Subsidiaries subsequent to the date of the Latest Balance Sheet, there is no
pending contest to the amount or validity thereof and, to Sellers' Knowledge, no
reasonable basis exists for any such contest.

          (c) Except as set forth on Schedule 3.6(c) of the Corporation's
Disclosure Schedule, to Sellers' Knowledge all items included in the Inventories
consist of a quality and quantity usable and saleable, in the ordinary course of
business of the Business except for normal and customary spoilage, all of which
have been written off or written down to net realizable value in the Balance
Sheets or the Latest Balance Sheet or on the accounting records of the
Corporation and its Subsidiaries as of the Closing, as the case may be. To
Sellers' Knowledge, the Corporation and its Subsidiaries are not in possession
of any Inventory not owned by the Corporation and its Subsidiaries, including
items already sold. All of the Inventories have been valued at the lower of cost
or market value on a first in, first out basis. Inventories now on hand that
were purchased after the date of the Latest Balance Sheet were purchased in the
ordinary course of business of the Corporation at a cost, to Sellers' Knowledge,
not exceeding market prices prevailing at the time of purchase. To Sellers'
Knowledge, the quantities of each item of Inventories are reasonable in the
present circumstances of the Corporation. Work-in-process Inventories are now
valued, and will be valued on the Closing Date, according to GAAP.

          (d) Schedule 3.6(d) of the Corporation's Disclosure Schedule contains
a complete list of the name of each bank in which the Corporation and its
Subsidiaries have an account or safe deposit box, and the names of all Persons
authorized to draw thereon or to have access thereto.

          (e) Except as set forth on Schedule 3.6(e), neither the Corporation
nor its Subsidiaries owns any fee interest in any real property.

                                       14

<PAGE>

3.7  Real Property and Related Matters.

     Schedule 3.7(a) of the Corporation's Disclosure Schedule sets forth a list
of all restaurant locations and other leases leased by the Corporation or any
Subsidiary or Affiliate thereof (the "Target Leases"). The Corporation has
provided to Purchaser a true and correct copy of each Target Lease. Each Target
Lease is in full force and effect and has not been assigned, modified,
supplemented or amended, and neither the Corporation, any Seller nor the lessor
under any of the Target Leases has given the other party written notice of any
default under a lease which remains outstanding. Other than as set forth on
Schedules 3.7(a) and (b), no real property is leased by the Corporation or any
Subsidiary, nor has the Corporation or any Subsidiary leased any property where
the Corporation or any Subsidiary has any direct or contingent liability as of
the date hereof.

3.8  Intellectual Property.

     (a) Schedule 3.8(a) of the Corporation's Disclosure Schedule sets forth a
list of all material Intellectual Property owned or used by the Corporation and
its Subsidiaries in the Business and, to the extent indicated on such Schedule,
such Intellectual Property has been duly registered in, filed in or issued by
the United States Copyright Office or the United States Patent and Trademark
Office, the appropriate offices in the various states of the United States
and/or the appropriate offices of other jurisdictions or applications for
registration of such Intellectual Property have been made. All such Corporation
Intellectual Property listed on Schedule 3.8(a) is owned by the Corporation and
its Subsidiaries, free and clear of all Liens other than Permitted Liens. The
Corporation represents and warrants that to Sellers' Knowledge it has the
exclusive right to use the word and logo marks identified in Schedule 3.8(a)
hereto, and all trade dress associated with restaurants identified by those
words and logo marks, in connection with restaurant services in every state and
territory of the United States, without restriction.

     (b) To Sellers' Knowledge, the Corporation or its Subsidiaries own or are
licensed or otherwise possesses legally enforceable rights to use, any and all
(i) trademarks and service marks (registered or unregistered), trade dress,
trade names and other names and slogans embodying business goodwill or
indications of origin, all applications or registrations in any jurisdiction
pertaining to the foregoing and all goodwill associated therewith, (ii)
patentable inventions, technology, computer programs and software (including
password unprotected interpretive code or source code, object code, development
documentation, programming tools, drawings, specifications and data) and all
applications and patents in any jurisdiction pertaining to the foregoing,
including re-issues, continuations, divisions, continuations-in-part, renewals
or extensions, (iii) trade secrets, including confidential and other non-public
information, (iv) copyrights in writings, designs, software programs, mask works
or other works, applications or registrations in any jurisdiction for the
foregoing and all rights related thereto, (v) databases and all database rights,
and (vi) Internet Web sites, domain names and applications and registrations
pertaining thereto that, in the case of each of clauses (i) through (vi), are
used in the Business of the Corporation and its Subsidiaries as currently
conducted (as described in clauses (i) through (vi) above, collectively,
"Corporation Intellectual Property").

                                       15

<PAGE>

          (c) Except as set forth on Schedule 3.8(c), to Sellers' Knowledge
there are no conflicts with or infringements of any Corporation Intellectual
Property by any third party and the conduct of the Business as currently
conducted does not conflict with or infringe upon any proprietary intellectual
property right of a third party, except for any such conflicts or infringements
that are not reasonably likely to have a Material Adverse Effect. To Sellers'
Knowledge the Corporation is not prohibited from using any Corporation
Intellectual Property in any existing business location.

          (d) Schedule 3.8(d) of the Corporation's Disclosure Schedule sets
forth a complete list of all licenses, sublicenses and other agreements (other
than Licenses among the Corporation and/or its Subsidiaries) in which the
Corporation or any of its Subsidiaries have granted rights to any person to use
the Corporation Intellectual Property. The Corporation will not, as a result of
the execution and delivery of this Agreement or the performance of its
obligations under this Agreement, be in breach of any license, sublicense or
other agreement relating to the Corporation Intellectual Property.

          (e) Except as set forth on Schedule 3.8(e) the Corporation and its
Subsidiaries own or have the right to use all computer software currently used
in the Business.

          (f) To Sellers' Knowledge (and to the Knowledge of the person or
persons principally in charge of the Corporation's marketing operations and
functions), all Corporation Intellectual Property was developed by: (i)
employees of the Corporation and its Subsidiaries within the scope of their
employment; or (ii) independent contractors as "works-made-for-hire" as that
term is defined under Section 101 of the United States copyright laws, pursuant
to written agreements.

3.9  Contracts.

          (a) Except as set forth on Schedule 3.9(a) of the Corporation's
Disclosure Schedule, none of the Corporation and its Subsidiaries is a party to
or bound by any Material Contract that is used or held for use in, or that
arises out of, the operation or conduct of the Business and that is:

               (i) (a) a written or oral employment agreement that has an annual
     salary in excess of $75,000, or (b) any written or oral agreements with the
     general, area or regional managers of the Business, regardless of annual
     compensation or salary that is not terminable at will, without cost, by
     either party;

               (ii) a Contract with any labor organization, union or
     association;

               (iii) a Contract subjecting the Corporation or any of its
     Subsidiaries to a covenant not to compete other than such restrictions
     contained in Permitted Liens or any Target Leases or a restriction on the
     area in which the Corporation can compete or operate a restaurant;

               (iv) a Contract with any stockholder, director, officer or
     Affiliate of the Corporation or any of its Subsidiaries;

                                       16

<PAGE>

               (v) a lease or similar Contract with any third party under which
     the Corporation or any of its Subsidiaries is a lessor or sublessor;

               (vi) a lease or similar Contract under which:

                    (A) the Corporation or any of its Subsidiaries is lessee of,
               or holds or uses, any machinery, equipment, vehicle or other
               tangible personal property owned by any third party unless
               terminable upon no more than 30 days notice without cost or
               penalty; or

                    (B) the Corporation is a lessor or sublessor of, or makes
               available for use by any third party, any tangible personal
               property owned or leased by the Corporation, in any such case
               that has an aggregate future liability or receivable, as the case
               may be;

               (vii) a Contract under which the Corporation or any of its
     Subsidiaries has directly or indirectly guaranteed indebtedness,
     liabilities or obligations of any other Person (other than endorsements for
     the purpose of collection in the ordinary course of business);

               (viii) a Contract (except as set forth on Schedule 3.6(a))
     granting a Lien, other than Permitted Liens, upon any of the assets of the
     Corporation or any of its Subsidiaries;

               (ix) a power of attorney;

               (x) a Contract (other than Contracts set forth on Schedules
     3.6(a), 3.7(a) or 3.9(a) or of record in the title commitments delivered in
     connection with the Asset Purchase and Sale Agreement) involving payment by
     the Corporation or any of its Subsidiaries of more than $10,000, other than
     sales orders entered into in the ordinary course of business after the date
     of this Agreement and not in violation of this Agreement;

               (xi) a Contract (including a sales order) involving the
     obligation of the Corporation or any of its Subsidiaries to deliver
     products or services for payment of more than $10,000 (unless terminable
     without payment or penalty upon no more than 30 days' notice or of record
     in the title commitments delivered in connection with the Asset Purchase
     and Sale Agreement);

               (xii) a Contract (other than Contracts set forth on Schedules
     3.3, 3.6(a), 3.7(a), 3.7(b) or 3.8(a)) other than as set forth in this
     Schedule 3.9 to which the Corporation or any of its Subsidiaries is a party
     or by which it or any of its assets or properties is bound or subject that
     is material to the continued operation of the Business of the Corporation
     or any of its Subsidiaries as presently conducted;

               (xiii) a franchise, management, royalty license or joint venture
     agreement; or

                                       17

<PAGE>

               (xiv) an agreement, arrangement or understanding (written or
     oral) with any other person which (i) provides capital, surplus, balance
     sheet or any other form of economic or financial support to such other
     person; or (ii) imposes legal liability on the Corporation or any of its
     Subsidiaries for any payments (contingent or otherwise) under any note,
     guarantee, debt, bond, mortgage, indenture, contract (other than the
     Contracts set forth on Schedule 3.6(a) or Schedule 3.7(a) and (b), or as
     otherwise set forth above), lease, license, agreement or instrument.

          (b) Except as set forth on Schedule 3.9(b) of the Corporation's
Disclosure Schedule, the Corporation and each of its Subsidiaries has not
received notice that it is (with or without the lapse of time) in breach or
default under any Material Contract and, to the Sellers' Knowledge, no other
party to any Material Contract is (with or without the lapse of time or the
giving of notice, or both) in breach or default in any respect thereunder. The
Corporation has not, except as set forth on such Schedule 3.9(b), received any
written notice of the intention of any party to terminate any Material Contract.
Copies of all Contracts together with all modifications and amendments thereto,
for which Purchaser or Landry's may have liability after the Closing, have been
made available to the Landry's Group.

3.10 Permits.

     Except as set forth on Schedule 3.10 of the Corporation's Disclosure
Schedule, (a) the Corporation, its Subsidiaries or the private clubs set forth
on Schedule 3.3, holds and is in compliance with all certificates, licenses,
permits (including liquor licenses and to Sellers' Knowledge, signage permits),
authorizations and approvals (collectively the "Permits") required under
Applicable Law for the conduct of the Business, (b) none of the Corporation and
its Subsidiaries are in violation of any Permits, (c) during the past three
years, none of the Corporation and its Subsidiaries have received notice of any
Proceedings relating to the revocation or modification of any such Permits and
(d) there are no unresolved notices of violation relating to any Permits.

3.11 Taxes.

     Except as set forth on Schedule 3.11 of the Corporation's Disclosure
Schedule, (a) the Corporation or any of its Subsidiaries has filed all Returns
required to be filed by it prior to the Closing Date; (b) all such Returns were
correct and complete in all material respects; (c) the Corporation and each
Subsidiary has paid and discharged all Taxes due and owing and have made
adequate provision in reserves established in their financial statements and
accounts for all Taxes which have accrued or may accrue but are not yet due and
payable; (d) the Corporation and each Subsidiary has not expressly waived any
statute of limitations affecting any Tax liability or agreed to any extension of
time during which a Tax assessment or deficiency assessment may be made, which
waiver or extension is still in effect; (e) the Corporation and each Subsidiary
is not the beneficiary of any extension of time within which to file any Return;
(f) to Sellers' Knowledge no claim has ever been made by an authority in a
jurisdiction where the Corporation and each Subsidiary does not file Returns
that it is or may be subject to taxation by that jurisdiction; (g) there are no
Liens for Taxes (other than Taxes not yet due and payable) upon any of the
Corporation's or any of its Subsidiaries assets; (h) there are no pending, or to
the

                                       18

<PAGE>

Knowledge of Sellers, threatened Tax examinations, investigations or other
Proceedings with respect to taxes relating to the Corporation or any of its
Subsidiaries and the Corporation and each Subsidiary has not received written
notice of any unresolved questions or claims concerning its Tax liability,
including any notices of deficiency; (i) to the Sellers' Knowledge the
Corporation and each Subsidiary has complied with all Applicable Laws, rules and
regulations relating to the payment and withholding of Taxes; (j) the
Corporation and each Subsidiary is not nor has it been a party to any Tax
allocation or sharing agreement; and (k) no Tax liability exists for any
inactive entity controlled by the Corporation which has no assets. The Tax basis
for each restaurant by asset class and by addition years has been verified by
the Corporation's tax preparers.

3.12 Litigation.

     Schedule 3.12 of the Corporation's Disclosure Schedule sets forth a list of
all pending Proceedings and all threatened Proceedings with respect to which the
Corporation, any Subsidiary, or any of the Sellers has been contacted in writing
by counsel for the plaintiff or claimant or of which the Sellers, the
Corporation or any Subsidiary has Knowledge, arising out of or related to the
conduct of the Business or against any of the assets, the Business, or the
Subject Properties. Except as set forth on Schedule 3.12 of the Corporation's
Disclosure Schedule, the Corporation and its Subsidiaries are neither a party
to, nor subject to, nor in default under, any Judgment applicable to the conduct
of the Business of the Corporation and its Subsidiaries or any of its assets.

3.13 Benefit Plans.

          (a) Schedule 3.13(a) of the Corporation's Disclosure Schedule contains
a list of all written and oral "employee benefit plans" (as defined in Section
3(3) of ERISA), pension, profit-sharing, retirement, cafeteria plan, flexible
spending arrangement, sick leave and vacation policy, bonus, stock option, stock
purchase, restricted stock, incentive compensation, deferred compensation,
change in control, severance, medical, dental, life, disability, or other
welfare benefit plans, and all other fringe benefit plans, policies or
arrangements, whether sponsored, established, maintained or contributed to or
required to be contributed to by the Corporation or any of its Subsidiaries
within the six-year period ending immediately prior to the Closing Date to or
for the benefit of any directors, officers, employees, consultants, or advisors
of the Corporation or any of its Subsidiaries (all of the foregoing being
referred to herein as, the "Benefit Plans"). At no time during the six-year
period ending immediately prior to the Closing Date has the Corporation or any
of its Subsidiaries or any ERISA Affiliate sponsored, established, maintained,
or contributed to or been required to contribute to any Benefit Plan (or in the
case of an ERISA Affiliate, any plan that is equivalent to a Benefit Plan) that
(i) was or is subject to the minimum funding standards or Section 412 of the
Code or Section 302 of ERISA or to the requirements of Title IV of ERISA or (ii)
was, or is, a multiemployer plan described in Section 4001(a)(3) of ERISA.
Neither the Corporation nor any of its Subsidiaries has any liability,
contingent or otherwise, with respect to any plan sponsored, established,
maintained, contributed to or required to have been contributed to by any ERISA
Affiliate that is the equivalent to a Benefit Plan. "ERISA Affiliate" means any
or trade or business (whether or not incorporated) that is as of the date of
this Agreement, or at any time within the six-year period

                                       19

<PAGE>

ending immediately prior to the Closing Date would have been, treated as a
"single employer" with the Corporation or any of its Subsidiaries under Section
414(b), (c), (m) or (o) of the Code.

          (b) Except as set forth on Schedule 3.13(a) of the Corporation's
Disclosure Schedule, with respect to the six-year period ending immediately
prior to the Closing Date, (i) the Corporation and its Subsidiaries, each of
their employees and agents, and each fiduciary of any Benefit Plan have operated
and administered in all material respects each Benefit Plan pursuant to its
terms and in compliance with ERISA, the Code, all Applicable Laws, and any
applicable collective bargaining agreements and no statement, announcement,
agreement or proposal, whether written or oral, has been made by the Corporation
or any of its Subsidiaries or any employee or agent of the Corporation or its
Subsidiaries with regard to any Benefit Plan that is not in accordance with the
terms of such plan or for which the Corporation or any of its Subsidiaries will
have any liability (contingent or otherwise); (ii) all contributions due and
payable on or before the Closing Date in respect of any Benefit Plan have been
made in full, or adequate accruals have been provided for in the Financial
Statements for all other contributions or amounts in respect of the Benefit
Plans for periods ending on or before the Closing Date; (iii) no Benefit Plan is
or has been subject Section 505 of the Code, (iv) no Proceedings (other than
routine benefit claims) are pending or, to the Knowledge of the Sellers,
threatened against or relating to any Benefit Plan, or any fiduciary thereof
which, individually or in the aggregate, could result in liability on the part
of Landry's or the Purchaser, the Corporation and its Subsidiaries or any
fiduciary of any Benefit Plan; (v) except as under ERISA Section 601 et seq. and
Code Section 4980B, neither the Corporation nor any of its Subsidiaries provides
health or welfare benefits for any retired or former employee or is obligated to
provide health or welfare benefits to any active employee following such
employee's retirement or other termination of service; (vi) each Benefit Plan
can be terminated within sixty days, without any additional accrual on the books
of the Corporation, including any such accrual relating to vesting (except for
any Benefit Plan intended to be "qualified" within the meaning of Section 401(a)
of the Code ("Qualified Plan")) or acceleration of any benefits promised by such
Benefit Plan; (vii) no employer securities, employer real property or other
employer property is included in the assets of any Benefit Plan; and (viii)
except for any formal written qualification requirement with respect to which
the remedial amendment period set forth in Section 401(b) of the Code, and any
regulations, rulings or other Internal Revenue Service releases thereunder, has
not expired, (A) each Benefit Plan that is intended to be a Qualified Plan has
received a favorable determination letter from the Internal Revenue Service and,
to the Seller's Knowledge, is qualified in form and operation under Section
401(a) of the Code, and each trust for each Qualified Plan is exempt from
federal income tax under Section 501(a) of the Code, and (B) to the Sellers'
Knowledge, no event has occurred or circumstance exists that gives rise to
disqualification or loss of tax-exempt status of any such Qualified Plan or
trust.

          (c) Except as set forth on Schedule 3.13(c), the Corporation and its
Subsidiaries have made available to the Purchaser true and complete copies of
the following documents, as they have been amended to the date hereof, relating
to the Benefit Plans: (i) all documents that set forth the terms of each Benefit
Plan and any related trust, including any summary plan descriptions related
thereto and summary descriptions of any such plans not otherwise in writing;
(ii) the most recently completed actuarial valuation, if any, for each Benefit
Plan; (iii) to the extent prepared, the Form 5500, 5500-C or 5500-R required to
be filed for each Benefit Plan for

                                       20

<PAGE>

the three most recent plan years; (iv) all collective bargaining agreements or
other similar agreements covering employees of the Corporation or any
Subsidiary; (v) with respect to any Qualified Plan, a copy of the most recent
IRS determination letter for such Benefit Plan; (vi) all insurance policies
which were purchased by or to provide benefits under any Benefit Plan currently
in force or for which the Corporation or its Subsidiaries currently have any
liability (contingent or otherwise); (vii) all Contracts with third party
administrators, investment managers, consultants, and other independent
contractors that relate to any Benefit Plan currently in force or for which the
Corporation currently has any liability (contingent or otherwise); (viii) all
reports, including all discrimination testing reports for the full plan year
preceding the date hereof by third party administrators, investment managers,
consultants, or other independent contractors with respect to any Benefit Plan
currently in force or for which the Corporation and its Subsidiaries currently
have any liability (contingent or otherwise); (ix) a copy of all forms of
notifications given within the full plan year preceding the date hereof to
employees of their rights under Section 601 et seq. of ERISA, Section 4980B of
the Code, Section 9801 et seq. of the Code, and under all other applicable
federal and state laws regulating the notice requirements of Group Health Plans
(as defined in Section 607(1) of ERISA); (x) all notices or reports that were
given by the Corporation or any of its Subsidiaries or any Benefit Plan to the
Internal Revenue Service or the Department of Labor ("DOL"), pursuant to
statute, within the full plan year preceding the date hereof, including notices
that are expressly mentioned elsewhere in this Section 3.13; and (xi) all
notices that were given by the Internal Revenue Service or the DOL to the
Corporation or any Subsidiary or any Benefit Plan within the full plan year
preceding the date hereof.

          (d) Except as set forth in Schedule 3.13(d) of the Corporation's
Disclosure Schedule, neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated thereby will (either alone or
in conjunction with any other event that results from such transactions, such as
termination of employment) (i) result in any payment (including, without
limitation, severance, unemployment, bonus, compensation, golden parachute or
otherwise) becoming due to any shareholder, director, or any employee of the
Corporation or any of the Subsidiaries under any Benefit Plan or otherwise, (ii)
increase any benefits otherwise payable under any Benefit Plan or (iii) result
in any acceleration of the time of payment or vesting of any benefits. Neither
the Corporation nor any of its Subsidiaries is a party to any contract, plan, or
arrangement under which it is obligated to make or to provide, or could become
obligated to make or to provide, a payment or benefit that would be
nondeductible by virtue of Section 162(m) or 280G of the Code.

          (e) Neither the execution and delivery of this Agreement or other
related agreements by the Sellers or the Corporation nor the consummation of the
transactions contemplated by this Agreement or any related transactions will
result in any material liability to the Purchaser, the Corporation, or any of
its Subsidiaries under or with respect to any Benefit Plan.

3.14 Absence of Changes or Events.

     Except as set forth on Schedule 3.14 of the Corporation's Disclosure
Schedule, since the date of the Latest Balance Sheet and the date hereof, there
has not been any event that has caused

                                       21

<PAGE>

a Material Adverse Effect. Except as set forth on Schedule 3.14 of the
Corporation's Disclosure Schedule, since the date of the Latest Balance Sheet
and the date hereof, the Corporation and its Subsidiaries have caused the
Business to be conducted in the ordinary course consistent with past practice.

3.15 Compliance with Applicable Laws.

     Except as set forth on Schedule 3.10, the Corporation and its Subsidiaries
are in compliance with all Applicable Laws except for instances of noncompliance
that, individually or in the aggregate, would not have a Material Adverse
Effect. The Corporation has not received any communication during the past two
years from a Governmental Authority that alleges that the Corporation or any of
its Subsidiaries is not in compliance with respect to any Applicable Laws.

3.16 [Reserved]

3.17 Employee and Labor Matters.

     Schedule 3.17 of the Corporation's Disclosure Schedule contains a complete
and accurate list of the following information for each director and employee at
the manager level or above of the Business, including each employee on leave of
absence or layoff status: employer; name; job title; hire date, current
compensation paid. Except as disclosed on Schedule 3.17 of the Corporation's
Disclosure Schedule, (a) neither the Corporation nor any Affiliate is a party to
any collective bargaining agreement or similar agreement; (b) there are no
unfair labor practice Proceedings, complaints under OSHA, or any other state or
federal regulation governing employment practices and work environment for
employees pending against the Corporation or any or any of its Subsidiaries or
Affiliates, or to the best of the Sellers' Knowledge, threatened in writing
against any of them, before the National Labor Relations Board, OSHA, or other
Governmental Authority, and no grievance or arbitration proceeding arising out
of or under any collective bargaining agreement or otherwise is pending against
any of them, (c) no strike, labor dispute, slowdown or stoppage is pending
against the Corporation or any Subsidiary or Affiliate and (d) there is no union
representation question existing with respect to the employees of the
Corporation or any Subsidiary or Affiliate. Except as disclosed on Schedule 3.17
of the Corporation's Disclosure Schedule, no executive, regional manager or
restaurant manager has given the Corporation or any of its Subsidiaries written
notice of any intent to terminate his or her employment with the Corporation or
any of its Subsidiaries.

3.18 Insurance.

     Schedule 3.18 of the Corporation's Disclosure Schedule contains a complete
list of all insurance policies currently in effect which are presently owned or
held by the Corporation and/or any of its Subsidiaries, insuring the products,
properties, assets, business and operations of the Corporation and any of its
Subsidiaries and the directors and officers of the Corporation and its
Subsidiaries and their potential liabilities to third parties, and all general
liability policies maintained by the Corporation. Schedule 3.18 of the
Corporation's Disclosure Schedule contains a list of all insurance policies that
have been in effect for the last three years and have

                                       22

<PAGE>

been cancelled or are otherwise no longer in effect. The Corporation maintains
insurance policies it considers appropriate under the circumstances. Except as
set forth on Schedule 3.18, as of the date of this Agreement, all premiums due
have been paid and no notice of cancellation or termination or intent to cancel
has been received by the Corporation or any of its Subsidiaries with respect to
any such policy. Except as set forth on Schedules 3.9(a), 3.18 or 3.19, neither
the Corporation nor any of its Subsidiaries is in default under any such
insurance policies.

3.19 Transactions with Affiliates.

     Except as set forth on Schedule 3.19 of the Corporation's Disclosure
Schedule and except for normal employment arrangements consistent with past
practices, since January 1, 2000, the Corporation and its Subsidiaries have not
purchased, acquired or leased any property or services from, or sold,
transferred or leased any property or services to, or loaned or advanced any
money to, or borrowed any money from any officer, director or stockholder of the
Corporation or Subsidiaries or any of their respective Affiliates or
Subsidiaries. As of the date hereof, except as set forth in Schedule 3.19 of the
Corporation's Disclosure Schedule, no Affiliate of the Corporation is indebted
to the Corporation for money borrowed or other loans or advances (except for
advances of business expenses in the ordinary course of business). Neither the
Sellers nor any of their respective Affiliates, Subsidiaries or stockholders is
a party to any Contract with or has any claim or right against the Corporation
or any of its Subsidiaries that will survive the Closing.

3.20 [Reserved]

3.21 Gratis Food.

     Schedule 3.21 of the Corporation's Disclosure Schedule sets forth a list of
each person or entity entitled to eat without charge or at a discount in any of
the restaurants constituting a part of the Business.

3.22 Books and Records.

     The books of account and other financial records of the Corporation and its
Subsidiaries, all of which have been made available to the Landry's Group, are
complete and correct in all material respects and represent actual, bona fide
transactions and have been maintained in accordance with sound business
practices, including the maintenance of an adequate system of internal controls.
The minute books of the Corporation and its Subsidiaries, all of which have been
made available to the Landry's Group, contain accurate and complete records in
all material respects of all meetings held of and corporate actions taken by,
the stockholders, the board of directors and committees of the board of
directors of the Corporation and its Subsidiaries, and no meeting of any such
stockholders, board of directors or committee has been held for which minutes
have not been prepared or are not contained in such minute books.

                                       23

<PAGE>

3.23 Investment Company.

     None of the Corporation and its Subsidiaries is an "investment company," or
a company "controlled by" an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, and the rules and regulations
promulgated thereunder.

3.24 Brokers or Finders; Commissions.

     Neither the Corporation nor any of its Subsidiaries, agents, stockholders,
directors, officers, advisors, employees or other representatives have incurred
any obligation or liability, contingent or otherwise, for brokerage or finders'
fees or agents' commissions or other similar payments in connection with the
sale of the Stock and the other transactions contemplated by this Agreement.

3.25 Certain Payments.

     Since January 1, 1999, to the Sellers' Knowledge neither the Corporation
nor any of its Subsidiaries or director, officer, agent, or employee of any the
Corporation and its Subsidiaries, any other Person associated with or acting for
or on behalf of the Corporation and its Subsidiaries, has directly or indirectly
(a) made any contribution, gift, bribe, rebate, payoff, influence payment,
kickback, or other payment to any Person, private or public, regardless of form,
whether in money, property, or services (i) to obtain favorable treatment in
securing business, (ii) to pay for favorable treatment for business secured,
(iii) to obtain special concessions or for special concessions already obtained,
for or in respect of the Corporation and its Subsidiaries or any Affiliate of
the Corporation and its Subsidiaries, or (iv) in violation of any Applicable
Law, (b) established or maintained any fund or asset that has not been recorded
in the books and records of the Corporation or its Subsidiaries.

3.26 Full Disclosure.

     The representations and warranties of the Stockholders concerning the
Corporation and its Subsidiaries expressly set forth in this Agreement and the
Corporation's Disclosure Schedule and certificates and other instruments
delivered by the Corporation and its Subsidiaries to Purchaser and Landry's
pursuant to this Agreement, when taken as a whole and viewed together, to
Sellers' Knowledge do not contain any untrue statement of a material fact and do
not omit to state a material fact required to be stated therein or necessary in
order to make such representations and warranties not misleading in light of the
circumstances under which they were made.

3.27 Required Stockholder Vote.

     Any vote of the Stockholders required for the adoption and approval of this
Agreement and the Related Documents has been obtained.

                                       24

<PAGE>

                                   Article 4
               Representations and Warranties of the Stockholders

     Except as set forth in the Disclosure Schedule, which sets forth certain
disclosures concerning the Stockholders (the "Stockholders' Disclosure
Schedule"), each section of which only qualifies the corresponding numbered
representation or warranty in this Article 4 (unless the Stockholders expressly
cross reference to another Section), the Stockholders hereby, jointly and
severally represent and warrant to Landry's and the Purchaser as of the date
hereof, as follows:

4.1  Organization, Standing, Qualification and Power of Certain Sellers.

     If the Stockholder is an entity, the Stockholder is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization.

4.2  Authority; Execution and Delivery; Enforceability.

     Each Stockholder has the requisite power and authority to execute this
Agreement and the Related Documents to which it is a party and to consummate the
transactions contemplated hereby and thereby and to perform its obligations
hereunder. The execution and delivery by the Stockholders of this Agreement and
the consummation of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Stockholders, and the
execution and delivery of the Related Documents to which it is a party and the
consummation of the transactions contemplated thereby will be duly authorized by
all necessary action on the part of the Stockholders, prior to the Closing. Each
of the Stockholders has duly executed and delivered this Agreement and prior to
the Closing, subject to the terms and conditions of the Agreement will have duly
executed and delivered each Related Document to which it is a party. This
Agreement constitutes, and each Related Document to which it is a party will
after the Closing constitutes a legal, valid and binding obligation, enforceable
against the respective Stockholder in accordance with its terms, except as may
be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or
other similar laws affecting the enforcement of creditors' rights generally and
general equitable principles.

4.3  No Conflicts.

     The execution and delivery by the Stockholders of this Agreement does not,
the execution and delivery by the Stockholders of each Related Document to which
it is a party will not, and the consummation of the transactions contemplated
hereby and thereby and compliance by the Stockholders with the terms hereof and
thereof will not conflict with, or result in any violation of or default (with
or without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or a loss of a
material benefit under, or result in the creation of any Lien upon any of the
Subject Properties owned or used by the Corporation and its Subsidiaries under,
any provision of (a) the Charter or Bylaws of the Corporation and its
Subsidiaries, (b) any Contract to which the Stockholder is a party or by which
any of its properties or assets is bound or (c) any Judgment or Applicable Law
applicable to the Stockholders or the properties or assets of the Stockholders,
other than, in the case of

                                       25

<PAGE>

clauses (b) and (c) above, any such conflicts, violations, defaults, rights or
Liens that, individually or in the aggregate, would not have a Material Adverse
Effect.

4.4  Investment

     Each of the Stockholders (a) understands that the Promissory Notes have not
been, and will not be, registered under the Securities Act, or under any state
securities laws, and are being offered and sold in reliance upon federal and
state exemptions for transactions not involving any public offering, (b) is
acquiring the Promissory Notes solely for his or its own account for investment
purposes, and not with a view to the distribution thereof, (c) is a
sophisticated investor with knowledge and experience in business and financial
matters, (d) has received certain information concerning Landry's and has had
the opportunity to obtain additional information as desired in order to evaluate
the merits and the risks inherent in holding the Promissory Notes, (e) is able
to bear the economic risk and lack of liquidity inherent in holding the
Promissory Notes and (f) is an Accredited Investor as defined in Regulation D
promulgated under the Securities Act.

4.5  Stockholder Shares.

     The Stockholders hold of record and own beneficially the number of shares
of Stock set forth next to its name on Schedule 4.5, free and clear of any
restrictions on transfer (other than any restrictions under the Securities Act,
state securities laws or the Corporation's Stockholders' Agreement), Taxes,
Liens, options, warrants, purchase rights, Contracts, commitments, equities,
claims and demands. The Stockholders are not parties to any option, warrant,
purchase right, or other Contract or commitment that could require the
Stockholder to sell, transfer, or otherwise dispose of any capital stock units
or other equity interest of the Corporation (other than this Agreement or the
Corporation's Stockholders' Agreement). The Stockholders are not parties to any
voting trust, proxy, or other agreement or understanding with respect to the
voting of any capital stock units or other equity interest of the Corporation or
its Subsidiaries (other than this Agreement or the Corporation's Stockholders'
Agreement).

                                   Article 5
                      Warranties of Landry's and Purchaser

     Except as set forth in the Disclosure Schedule to be delivered by Landry's
and Purchaser to the Corporation, which sets forth certain disclosures
concerning Landry's and its business (the "Landry's Disclosure Schedule"), each
section of which only qualifies the corresponding numbered, representation or
warranty in this Article 5 (unless expressly cross referenced to another
Section), Landry's and, where applicable, Purchaser hereby jointly and severally
represent and warrant to the Sellers as of the date hereof, as follows:

5.1  Organization, Standing, Qualification and Power.

     Each of Landry's and Purchaser is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which it is organized and
has the requisite corporate power and authority to carry on its business as
presently conducted. Each of Landry's and Purchaser is, duly qualified and in
good standing to do business in each jurisdiction in which such

                                       26

<PAGE>

qualification is necessary because of the nature of the business conducted by
such party, except where the failure to be so qualified would not have a
Material Adverse Effect.

5.2  Authority; Execution and Delivery; and Enforceability.

     Each of Landry's and Purchaser has the requisite corporate power and
authority to execute this Agreement and the Related Documents to which it is a
party and to consummate the transactions contemplated hereby and thereby and to
perform its obligations thereunder. The execution and delivery by each of
Landry's and Purchaser of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Purchaser and Landry's, and the execution and
delivery of the Related Documents to which it is a party, and the consummation
by each of Landry's and Purchaser of the transactions contemplated thereby will
be authorized by all necessary corporate action prior to Closing on the part of
each of Landry's and Purchaser, respectively. Each of Landry's and Purchaser has
duly executed and delivered this Agreement and prior to the Closing will have
duly executed and delivered each Related Document to which it is a party, and
this Agreement constitutes, and each Related Document to which it is a party
will after the Closing will constitute, its legal, valid and binding obligation,
enforceable against it in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance or other similar
laws affecting the enforcement of creditors' rights generally and general
equitable principles.

5.3  No Conflicts; Consent.

     The execution and delivery by Landry's and Purchaser of this Agreement does
not, the execution and delivery by each of Landry's and Purchaser of each
Related Document to which it is a party will not, and the consummation of the
transactions contemplated by this Agreement and the Related Documents and
compliance by each of Landry's and Purchaser with the terms hereof and thereof
will not conflict with, or result in any violation of or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or a loss of a
material benefit under, or result in the creation of any Lien upon any of the
properties or assets of Landry's or Purchaser under, any provision of (a) the
Charter or Bylaws of either Landry's or Purchaser, (b) any Contract to which
either Landry's or Purchaser is a party or by which any of their respective
properties or assets is bound or (c) any Judgment or Applicable Law applicable
to either Landry's or Purchaser or its respective properties or assets. Except
filings under the HSR Act and the termination or expiration of any waiting
period, to the extent applicable and as set forth on Schedule 5.3 of Landry's
Disclosure Schedule, no Consent of, or registration, declaration or filing with,
any Person or Governmental Authority is required to be obtained or made by or
with respect to Landry's or Purchaser each in connection with the execution,
delivery and performance of and the consummation of the transactions
contemplated by this Agreement or any Related Document.

5.4  Litigation

     Except as set forth on Schedule 5.4 of the Landry's Disclosure Schedule,
there are not any (a) outstanding judgments against Landry's or Purchaser, (b)
Proceedings pending or, to the

                                       27

<PAGE>

Knowledge of Landry's or Purchaser, threatened against Landry's or Purchaser or
(c) investigations by any Governmental Authority that are, pending or to the
Knowledge of Landry's or Purchaser, threatened against Landry's or Purchaser
that, in any case, individually or in the aggregate, would materially impair the
ability of Landry's or Purchaser to perform its obligations under this Agreement
or the Related Documents.

5.5  Investment.

     Landry's and Purchaser (a) understand that the Stock has not been, and will
not be, registered under the Securities Act, or under any state securities laws,
and is being offered and sold in reliance upon federal and state exemptions for
transactions not involving any public offering, (b) is acquiring the Stock
solely for its own account for investment purposes, and not with a view to the
distribution thereof, (c) is a sophisticated investor with knowledge and
experience in business and financial matters, (d) has received certain
information concerning the Corporation and its Subsidiaries and has had the
opportunity to obtain additional information as desired in order to evaluate the
merits and the risks inherent in holding the Stock, (e) is able to bear the
economic risk and lack of liquidity inherent in holding the Stock and (f) is an
Accredited Investor as defined in Regulation D promulgated under the Securities
Act.

5.6  Funds Available.

     Landry's and the Purchaser have sufficient cash, or firm commitments from
responsible lending institutions, available lines or credit or other sources of
available funds to enable it to make payment of any amounts to be paid by it
under this Agreement or the Related Documents.

5.7  Brokerage Arrangements.

     Neither Landry's nor the Purchaser has entered into (directly or
indirectly) any agreement with any person, firm or corporation that would
obligate the Stockholders or the Corporation to pay any commission, brokerage or
finder's fee in connection with the transactions contemplated by this Agreement
or the Related Documents.

5.8  SEC Reported Financial Statements.

     Each of the consolidated financial statements of Landry's included in the
filings with the Securities and Exchange Commission (the "Commission"), comply
as to form in all material respects with applicable accounting requirements and
with the published rules and regulations of the Commission with respect thereto,
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis during the period involved (except as may be
indicated in such financial statements or in the notes thereto, or in the case
of unaudited financial information), and present fairly, in all material
respects, the financial position of Landry's as of the dates thereof and the
results of Landry's operations and cash flows for the periods presented therein.

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5.9  No Misleading Statements.

     All documents and information which have been made available to the
Stockholders and their representatives are complete and correct in all material
respects.

                                   Article 6
                            Covenants of the Parties

6.1  Conduct of Business.

          (a) Except with the written consent of Landry's and the Purchaser, or
as otherwise expressly permitted by the terms of this Agreement or any Related
Document, from the date hereof to the Closing, the Stockholders shall cause the
Corporation and its Subsidiaries to and the Corporation and its Subsidiaries
shall conduct the Business in the ordinary course in substantially the same
manner as presently conducted and shall make all reasonable efforts consistent
with past practices to preserve the relationships of the Business with
customers, suppliers, employees and others with whom the Corporation and its
Subsidiaries deal.

          (b) Without limiting the generality of the foregoing paragraph (a),
the Corporation and its Subsidiaries will not and the Stockholders shall cause
the Corporation and its Subsidiaries to not:

               (i) amend or propose to amend its Charter or Bylaws (or
     comparable governing instruments) unless necessary as part of any
     Recapitalization Plan;

               (ii) issue, sell or otherwise dispose of any of its capital stock
     units or other equity interests, or grant any options, warrants or other
     rights to purchase or obtain (including upon conversion, exchange or
     exercise) any of its capital stock units or other equity interests, except
     as may be necessary for Stockholders in connection with any
     Recapitalization Plan;

               (iii) declare, set aside or pay any dividend or make any
     distribution with respect to its capital stock or other equity interests
     (whether in cash or in kind), or redeem, purchase or otherwise acquire any
     of its capital stock or other equity interests, except as may be necessary
     for Stockholders in connection with any Recapitalization Plan;

               (iv) create, incur, assume or guarantee any Funded Indebtedness
     or Capital Lease Obligations or make any loan or advance or extend any
     credit to any Person (other than trade credits extended in the ordinary
     course of business), or increase the payment relating to, or accelerate any
     debt other than in the ordinary course of business consistent with past
     practice;

               (v) (A) other than expenditures contemplated by Section
     3.6(a)(ii), make any capital expenditures or incur any pre-operating
     expenses, other than maintenance, repairs or replacements in the ordinary
     course of business consistent with past practice, or (B) incur any costs in
     connection with the construction of any restaurants, (C) acquire the

                                       29

<PAGE>

     stock or assets of, or merge or consolidate with, any other Person, (D)
     voluntarily incur any liability or obligation (absolute, accrued,
     contingent or otherwise) other than in the ordinary course of business
     consistent with past practice, or (E) other than the sale of the excess
     land in connection with the Mesquite site or as otherwise set forth herein,
     sell, transfer, mortgage, pledge or otherwise dispose of, or encumber, or
     agree to sell, transfer, mortgage, pledge or otherwise dispose of or
     encumber, any assets or properties (real, personal or mixed) material to
     the Corporation, its Subsidiaries or the Business other than in the
     ordinary course of business consistent with past practice;

               (vi) increase in any manner the wages, salaries, bonus,
     compensation or other benefits of any of its officers or employees,
     (provided, however, such salaries may be increased upon Landry's consent,
     which shall not be unreasonably withheld or delayed) or enter into,
     establish, amend or terminate any employment, consulting, retention, change
     in control, collective bargaining, bonus or other incentive compensation,
     profit sharing, health or other welfare, stock option or other equity,
     pension, retirement, vacation, severance, termination, deferred
     compensation or other compensation or benefit plan, policy, agreement,
     trust, fund or arrangement with, for or in respect of, any shareholder,
     officer, director, other employee, agent, consultant or Affiliate, other
     than as required pursuant to the terms of agreements in effect on the date
     of this Agreement, or enter into or engage in any compensation agreement,
     arrangement, or transaction with any of its directors, officers, employees,
     or Affiliates;

               (vii) (a) commence or settle any litigation or other Proceedings
     with any Governmental Authority or other Person other than insured claims
     which are settled by the Corporation's or its Subsidiaries' insurance
     provider in the ordinary course of business and without any cost to the
     Corporation and its Subsidiaries, except for settlement of the Cyberhouse
     matter disclosed on Schedule 3.12; and any DOL or ERISA matters disclosed
     in Article 3, provided (i) Landry's is notified and kept fully informed of,
     and can participate in, any settlement discussions, provided there are no
     continuing obligations or admissions of wrong-doing or any settlement which
     could reasonably be expected to have an adverse effect on the Business and
     in accordance with Schedule 6.1(b)(vii); or (b) make or rescind any
     election relating to Taxes, settle any Proceeding, audit or controversy
     relating to Taxes, file any amended Return or claim for refund, change any
     method of accounting or make any other material change in its accounting or
     Tax policies or procedures, in each case, other than as required by
     Applicable Law or as would not reasonably be expected to have a Material
     Adverse Effect;

               (viii) adopt or amend any resolution or agreement concerning
     indemnification of its directors, officers, employees or agents;

               (ix) commit or omit to do any act which act or omission would
     cause a breach of any covenant contained in this Agreement or would cause
     any representation or warranty contained in this Agreement to become
     untrue;

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<PAGE>

               (x) fail to maintain its books, accounts and records in the
     Corporation's usual manner on a basis consistent with that heretofore
     employed;

               (xi) materially increase or decrease the average restaurant,
     corporate or warehouse facility inventory or house bank accounts in any
     restaurant;

               (xii) enter into any new line of business or terminate any
     current business;

               (xiii) except for the termination of agreements set forth in
     Section 7.2(u), enter into, terminate or amend any lease, contract or
     agreement pursuant to which the Corporation and its Subsidiaries is
     obligated to pay or incur obligations of more than $2,500 per year, other
     than (A) the purchase of inventory (B) the termination of the Financing
     Agreement between the Corporation and Metro National dated on or about
     December 31, 2000, pursuant to which Metro National is obligated to finance
     the acquisition and construction of the additional restaurant site for the
     Corporation (the "Financing Agreement");

               (xiv) make any investments, other than investments in
     money-market or other interest bearing accounts in the ordinary course of
     business;

               (xv) other than pursuant to existing contractual obligations
     which have been disclosed to, and approved by, Landry's and the Purchaser,
     make, engage or incur costs for the design or construction of any new
     restaurant, the remodeling or renovation of existing restaurants or
     restaurants under construction without approval by Landry's (it being
     understood that Landry's and the Purchaser shall have approval of all
     design and construction matters);

               (xvi) allow any employee or other person to remove any
     Corporation, Subsidiary or Business asset, display, proprietary asset,
     retail item or other property from the corporate office, warehouses,
     restaurants of the Corporation or any of its Subsidiaries or Business or
     any other Corporation, Subsidiary or Business facilities other than
     Inventory sold or otherwise disposed of in the ordinary course of business;

               (xvii) discharge any obligations (including accounts payable)
     other than on a timely basis in the ordinary course of business consistent
     with past practice, or delay the making of any material capital
     expenditures from the Corporation's or any of its Subsidiaries current
     capital expenditure schedule, which have been disclosed to, and approved
     by, Landry's or delay or defer the payment of any accounts payable beyond
     the date such payable is due without penalty, provided that the Corporation
     shall be permitted to discharge the indebtedness as set forth on Schedule
     6.1(b)(xvii);

               (xviii) issue any gift certificates, coupons or complimentary
     rights for dining or retail other than in such amounts as are in the
     ordinary course of business consistent with past practice, and none shall
     be issued to any Stockholder, Seller, or officer, director or Affiliate of
     a Stockholder or Seller, without receipt of the same consideration that
     would be otherwise required of the general public;

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<PAGE>

               (xix) sell, give away or otherwise dispose of any Inventory,
     other than in the ordinary course of business consistent with past
     practice; or

               (xx) authorize any of, or agree to commit to do any of, the
     foregoing actions.

          (c) The Corporation and its Subsidiaries shall use commercially
reasonable efforts to comply in all respects with all Applicable Laws and
maintain in full force and effect all the Permits necessary for, or otherwise
material to, such Business.

          (d) The Corporation and its Subsidiaries shall administer each Benefit
Plan, or cause the same to be so administered, in all material respects in
accordance with the applicable provisions of the Code, ERISA and all other
Applicable Laws. The Corporation will promptly notify Landry's and the Purchaser
in writing of any receipt by the Corporation or any of its Subsidiaries (and
furnish Landry's and the Purchaser with copies) of any notice of investigation
or administrative or legal proceeding initiated by the IRS, DOL, PBGC or other
Person involving any Benefit Plan, or any notice by the Corporation or any of
its Subsidiaries to the IRS or the DOL regarding any voluntary compliance
procedures with respect to any Corporation Benefit.

6.2  Access to Information.

     During the period from the date hereof until the Closing or the earlier
termination of this Agreement in accordance with Article 8 hereof, the
Corporation and its Subsidiaries shall (a) afford to Landry's and its
accountants, counsel and other representatives ("Landry's Group") reasonable
access during normal business hours to all the personnel, properties,
facilities, restaurants, books, Contracts, commitments, Tax returns,
governmental authorizations, records, lenders, lenders' counsel, auditors,
financial advisors and other authorized representatives or documents and data of
the Corporation and its Subsidiaries. Such rights of access to be exercised in a
manner that does not unreasonably interfere with operations of the Corporation;
(b) furnish Landry's Group with copies of all such Contracts, governmental
authorizations, books and records and other existing documents and data as
Landry's may reasonably request; (c) furnish Landry's Group with such additional
financial, operating and other relevant data and information as Landry's may
reasonably request; and (d) otherwise cooperate and assist, to the extent
reasonably requested by Landry's, with its investigation of the Business,
Subject Properties, assets and financial condition of the Corporation or any of
its Subsidiaries.

6.3  Confidentiality.

     Each Party hereto acknowledges it has had, and may from time to time have,
access to confidential records, data, customer lists, trade secrets and other
confidential information owned or used by each other Party hereto or any
Subsidiary thereof (each, an "Interested Party") in the course of its business
(the "Confidential Information"). Accordingly, each Party hereto agrees (a) to
hold all Confidential Information in strict confidence, (b) not to disclose
Confidential Information of any Interested Party to any Person (except to such
Interested Party or any Affiliate, employee, agent or representative thereof),
and (c) not to use, directly or indirectly, any of such Confidential Information
of any Interested Party for any competitive or commercial

                                       32

<PAGE>

purpose; provided, however, that each Party hereto may disclose Confidential
Information to its Affiliates, officers, directors, employees, agents and
attorneys if such Persons agree to comply with this Section 6.3; and provided,
further, that, notwithstanding anything to the contrary contained herein, no
Party hereto shall be subject to any of the limitations set forth above with
respect to any Confidential Information which (i) is now, or hereafter becomes,
through no act or failure to act on the part of such Party that constitutes a
breach of this Section 6.3, generally known or available to the public, (ii) is
hereafter furnished to such Party by a third party, who is not related to the
receiving party and to the knowledge of such receiving party, is not under any
obligation of confidentiality to the related Interested Party, (iii) is
disclosed with the written approval of the related Interested Party, (iv) is
required to be disclosed by law (including securities laws), court order or
similar compulsion, (v) is required or is reasonably necessary to be provided
pursuant to or in connection with any Proceeding involving the Parties hereto,
or (vi) is independently developed by employees or agents of such party and/or
its, his or her Affiliates which or who have had no access to the relevant
portions of the Confidential Information.

6.4  Commercially Reasonable Efforts to Consummate.

     Subject to the terms and conditions of this Agreement, each Party shall use
its commercially reasonable efforts to cause the Closing to occur, including
defending against any Proceedings, judicial or administrative, challenging this
Agreement or the consummation of the transactions contemplated hereby, and
seeking to have any preliminary injunction, temporary restraining order, stay or
other legal restraint or prohibition entered or imposed by any court or other
Governmental Authority that is not yet final and nonappealable vacated or
reversed. Without limiting the foregoing, each Party shall use its commercially
reasonable efforts (subject to the provision in the immediately preceding
sentence) to cause the Closing to occur within thirty (30) days after execution
of this Agreement.

6.5  Exclusivity.

          (a) From the date of this Agreement until the earlier of October 31,
2002 or the termination of this Agreement pursuant to Article 8 hereof, the
Sellers shall not (a) take any action to solicit, initiate submission of or
encourage, any Acquisition Proposal (as hereinafter defined), or (b) continue,
initiate, participate or engage in negotiations with, or disclose any non-public
information (other than in the ordinary course of business or otherwise required
by law, court order or similar compulsion), relating to the Corporation or any
of its Subsidiaries or the Business, or to any Person other than Landry's and
its Affiliates and representatives. The term "Acquisition Proposal" as used
herein means any offer, proposal or indication of interest in (a) the
acquisition or purchase of all or substantially all (other than in the ordinary
course of business) of the assets of the Corporation and its Subsidiaries, (b) a
merger, consolidation or other business combination in which the Corporation or
any of its Subsidiaries does not survive, or if it does survive, the
Stockholders do not own a majority of the outstanding capital stock after such
merger, consolidation or other business combination, or (c) the acquisition of
the capital stock units or other equity interests of the Corporation or any of
its Subsidiaries, or the Business, in whole or in part, whether directly or
indirectly by a Person other than the Stockholders or their Affiliates.

                                       33

<PAGE>

          (b) Sellers shall immediately notify Landry's and the Purchaser of any
contact between Sellers or any of their respective officers, directors or
representatives and any other Person regarding any Acquisition Proposal or any
related inquiry.

6.6  Expenses; Transfer Taxes, and the Like.

     (a) Whether or not the Closing takes place, and except as set forth in
Article 8, all costs and expenses incurred in connection with this Agreement and
the Related Documents and the transactions contemplated hereby and thereby shall
be paid by the party incurring such expense; provided that, Landry's shall pay
one-half and Metro National shall pay one-half of any filing fees required under
the HSR Act.

     (b) Subject to Section 6.6(c), below, all transfer, documentary, sales,
use, registration, value-added and other similar Taxes (including all applicable
real estate transfer Taxes, ordinary or capital gains payable in respect of any
real property transfer and including any filing fees and typical recording fees)
and related amounts (including any penalties, interest and additions to Tax)
incurred in connection with this Agreement, the Related Documents and the
transactions contemplated hereby and thereby ("Transfer Taxes") shall be paid by
Sellers as their sole responsibility. Each party shall use reasonable efforts to
avail itself of any available exemptions from any such Transfer Taxes, and to
cooperate with the other parties in providing any information and documentation
that may be necessary to obtain such exemptions.

     (c) Notwithstanding the foregoing, the items of income and expense
referenced in Section 8.5 of the Asset Purchase and Sale Agreement shall be
adjusted or prorated between or among the respective parties thereto in the
manner set forth in said Section 8.5.

     (d) Additionally, notwithstanding the foregoing, the liability for all
Taxes described in Section 9.1 of the Asset Purchase and Sale Agreement shall be
allocated and apportioned as more particularly set forth therein.

6.7  Publicity.

     From the date hereof through the Closing Date, no public release or
announcement concerning the transactions contemplated hereby shall be issued by
the Sellers, on the one hand, and Landry's or Purchaser, on the other hand,
without the prior consent of Landry's and the Purchaser or the Sellers, as the
case may be (which consent shall not be unreasonably withheld, conditioned or
delayed), except as such release or announcement may be required by law or the
rules or regulations of any United States or foreign securities exchange, in
which case the party required to make the release or announcement shall allow
the other parties reasonable time to comment on such release or announcement in
advance of such issuance.

6.8  Interference with Relationships.

     From the date hereof until the Closing Date, no party shall take any action
or engage in any practice calculated or designed to impair the relationships of
any other party with its or their customers, suppliers, or others having
dealings with such party.

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<PAGE>

6.9  COBRA Continuation.

     The Corporation and its Subsidiaries shall provide Landry's and the
Purchaser with a list of (a) each person employed by the Corporation and its
Subsidiaries within the 12 months immediately preceding the Closing Date and (b)
each such employee and all dependents of such employee, in each case who was
covered by the Corporation's and its Subsidiaries' group health plans at any
time during such period and the dates during which he or she had coverage during
the 12 months immediately preceding the Closing Date. For each person who had
coverage from any of the Corporation's and its Subsidiaries' group health plans
and lost such coverage at any time during the 12 months immediately preceding
the Closing Date, the Corporation and its Subsidiaries shall provide to Landry's
and the Purchaser a copy of the COBRA notice and election provided to each at
the time of his/her qualifying event (as defined in IRC ss. 4980B(f)), copies of
procedures used to notify each such qualified beneficiary of the qualifying
event, evidence of any election of COBRA coverage, evidence of the reason for
any termination of each such COBRA coverage, any evidence of any election not to
take COBRA, and any evidence of COBRA premiums paid and any delinquency.

6.10 Transfer of Licenses and Permits

     The Stockholders, the Corporation and its Subsidiaries shall use reasonable
efforts to assist Purchaser with the assumption, transfer, or reissuance of any
and all Permits required for the operation of Business.

6.11 Notice of Failure of Condition.

     Each Party hereto will as promptly as reasonably practicable notify each
other Party in writing of the occurrence of any event of which it obtains
Knowledge which will result in the failure to satisfy the conditions specified
in Section 7.1 (in the case of events relating to the parties), Section 7.2 (in
the case of events relating to the Sellers) and Section 7.3 (in the case of
events relating to Landry's and the Purchaser).

6.12 Transfer; Closing of Restaurants.

     Prior to the Fifth Anniversary of the Closing Date, Landry's and Purchaser
covenant and agree that they shall not, and shall not permit the Corporation, to
transfer, convey, assign (whether by transfer of assets, capital stock or by
operation of law) or close (collectively "Close") more than six of the Existing
Restaurants without the Stockholders' consent which shall not be unreasonably
withheld; provided, however, that the fifth and sixth Existing Restaurants may
not be Closed without consent unless the restaurant's to be Closed same store
sales on a yearly or quarterly basis has decreased from the comparable preceding
applicable year or quarter.

                                       35

<PAGE>

                                   Article 7
                              Conditions Precedent

7.1  Conditions to Each Party's Obligation.

     The obligation of Landry's, Purchaser, and the Stockholders to consummate
the Acquisition is subject to the satisfaction or waiver on or prior to the
Closing of the conditions set forth below.

          (a) No Injunctions or Restraints. No Applicable Law or injunction
enacted, entered, promulgated, enforced or issued by any Governmental Authority
or other legal restraint or prohibition preventing the consummation of the
transactions contemplated hereby shall be in effect.

          (b) Asset Purchase and Sale Agreement. Notwithstanding anything
contained in this Agreement to the contrary, the Closing of this Agreement is
expressly conditioned upon the simultaneous consummation of the transactions set
forth in the Asset Purchase and Sale Agreement.

7.2  Conditions to Obligation of Landry's and Purchaser.

     The obligation of Landry's and Purchaser to consummate the Acquisition is
subject to the satisfaction (or waiver by Landry's) on or prior to the Closing
of the conditions set forth below.

          (a) Representations and Warranties. The representations and warranties
of each Seller made in this Agreement and the Related Documents considered
individually and collectively shall be true and correct in all material respects
as of the date hereof and as of the Closing Date as though made on and as of the
Closing Date (other than any representation or warranty that expressly relates
to a specific date, which representation and warranty shall be correct in all
material respects on the date so specified and other than any representation or
warranty which is qualified by materiality shall, with regard to the portion so
qualified, be true and correct in all respects).

          (b) Performance of Obligations. Sellers and Stockholders shall have
performed or complied in all material respects with all obligations and
covenants required by this Agreement to be performed or complied with by
Stockholders and the Corporation prior to the Closing, including, without
limitation, delivery to Landry's and Purchaser of all of the items to be
delivered by Sellers or the Stockholders as the case may be pursuant to Section
2.2 of this Agreement.

          (c) Consents, Estoppels and Amendments. The Sellers shall have
received all Consents listed on Schedule 3.3 to the Corporation's Disclosure
Schedule required in connection with the transactions contemplated by this
Agreement and the Related Documents or as reasonably required by Purchaser. The
Sellers shall have received estoppel letters, in form satisfactory to Purchaser,
from each lessor on each lease relating to a restaurant location or shall have
waived such requirement. The Corporation shall have amended the leases covering
the restaurants and the Business conveyed pursuant to this Agreement and the
Asset Purchase and

                                       36

<PAGE>

Sale Agreement to carve existing Landry's restaurants (or those under
construction or for which definitive plans to construct have been prepared) and
their results of operations out of, or otherwise delete, geographical,
non-competition and area restriction provisions from each of such leases.

          (d) Absence of Material Adverse Effect. Since the date of the Latest
Balance Sheet and the date hereof, there shall have been no event having a
Material Adverse Effect.

          (e) Noncompetition and Nonsolicitation Agreements. (a) The
Stockholders and Cliff Halphen shall have entered into Noncompetition Agreements
in substantially the form attached hereto as Exhibit 2.2(a)(iv)(A) as to the
Stockholders and Exhibit 2.2(a)(iv)(B) as to Halphen and (b) the Stockholders,
Cliff Halphen and Mitch Murray shall have entered into Nonsolicitation
Agreements in substantially the form attached hereto as Exhibit 2.2(a)(iii)(A)
as to the Stockholders and Exhibit 2.2(a)(iii)(B) as to Halphen and Murray.

          (f) Stockholder Releases. Each of the Stockholders and each Person
holding Stock Purchase Rights as of the date of the execution of this Agreement
shall have signed a Seller's Release.

          (g) Gift Certificates and Other Perquisites. The Sellers shall have
returned to the Corporation all gift certificates held by Sellers or any of
their affiliates and any other card or similar device permitting any Seller or
Affiliate thereof to dine at a discount at any of the restaurants of the
Business.

          (h) Officer's Certificate. A certificate from the President or Chief
Financial Officer of the Corporation that: (i) there has not been a decrease in
the consolidated stockholders' equity of the Corporation from the date of the
Latest Balance Sheet to the Closing Date determined in accordance with GAAP,
excluding related party transactions and (ii) the net working capital deficit of
the Corporation as of the Closing Date does not exceed the net working capital
deficit of the Corporation as of the date of the Latest Balance Sheet determined
in accordance with GAAP, excluding related party transactions.

          (i) Certificates of Tax Authorities. Certificates (or evidence of
payment, in the event a certificate for a recent payment cannot be obtained)
dated as of a date not earlier than the fifth Business Day prior to the Closing
Date as to the good standing and dated at the latest practicable date as to the
payment of all applicable sales taxes by the Corporation and its Subsidiaries,
executed by the appropriate official of the state of its incorporation and each
jurisdiction in which each of the Corporation and its Subsidiaries is licensed
or qualified to do business as a foreign corporation.

          (j) Conditions in Asset Purchase and Sale Agreement. All conditions to
the Purchaser's obligations under the Asset Purchase and Sale Agreement shall
have been satisfied, all representations and warranties of the Seller Group
under the Asset Purchase and Sale Agreement (as that term is defined therein)
shall be true and correct as of the Closing Date and all covenants and
obligations of the Seller Group under the Asset Purchase and Sale Agreement
shall have been fully and timely performed.

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          (k) Ownership of Stock; No Claim Regarding Stock Ownership Or Sale
Proceeds. The Stockholders shall have acquired the right to convey all of the
outstanding Stock of the Corporation. There shall be no Stock Purchase Rights
outstanding. The Stockholders shall have prepared and delivered a certificate
stating that the Stockholders own 100% of the outstanding Stock of the
Corporation and there are no Stock Purchase Rights outstanding. There must not
have been made or threatened by any Person (other than Purchaser or Landry's
Group or their Affiliates) any claim asserting that such Person (a) is the
holder or the beneficial owner of, or has the right to acquire or to obtain
beneficial ownership of, any Stock of, or any other voting, equity, or ownership
interest in, the Corporation or any of its Subsidiaries or (b) is entitled to
all or any portion of the Purchase Price payable for the Stock. In the event the
Stockholders are unable to acquire 100% of the outstanding Stock and terminate
any outstanding Stock Purchase Rights as of the Closing Date, the Parties agree
to postpone the Closing Date for a maximum of fourteen (14) days so that the
Stockholders may effect the Corporation's Recapitalization Plan in accordance
with Delaware law. If at the Closing Date, as such may be extended, a
stockholder of the Corporation has brought an action or proceeding to restrain
the transactions contemplated hereby or has otherwise taken such action so as to
prevent the Stockholders from owning 100% of the Stock, Landry's shall have the
right, at its sole discretion, to waive such condition and to require the
Parties to proceed to Close. In such event, Landry's shall be obligated to bear
all costs, fees and expenses in defending against such stockholder's claims and
to settle such claim in accordance with the procedures set out in Section 9.3.
Stockholders shall be obligated to bear all costs of settlement, compromise or
any amount determined to be due to such stockholder as consideration for the
Stock in any judicial or arbitral proceeding.

          (l) No Prohibition. Neither the consummation nor the performance of
the Acquisition will, directly or indirectly (with or without notice or lapse of
time), materially contravene, or conflict with, or result in a material
violation of, or cause Purchaser or any Person affiliated with Purchaser to
suffer any Material Adverse Effect under, (a) any Applicable Law, or (b) any
Applicable Law that has been published, introduced, or otherwise proposed by or
before any Governmental Entity.

          (m) Adverse Change to Financial Results. There shall be no increase in
the Corporation's consolidated net working capital deficit, or decrease in the
Corporation's consolidated stockholders' equity (each calculated separately)
from the date of the Latest Balance Sheet; provided, however if there shall be
either or both an increase in the consolidated net working capital deficit or a
decrease in the consolidated stockholders' equity (each calculated separately),
Purchaser shall reduce the Purchase Price to affect whichever one or both of
such calculations shall have been adversely affected in accordance with Section
1.5. Such reduction shall impact the Stockholders pro rata in accordance with
Exhibit 4.5.

          (n) Termination of Financing Agreement. Metro National and the
Corporation shall have terminated the Financing Agreement dated on or around
December 31, 2000 pursuant to which Metro National is obligated to finance the
acquisition and construction of one additional restaurant site for the
Corporation.

          (o) Termination of Lease. Landry's shall have the right at any time
within five (5) months of Closing to terminate the office lease for Suite 1200
at 820 Gessner or if not

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<PAGE>

permitted to terminate the lease, Landry's shall only be obligated to pay the
Lease Termination Fee and Metro National shall be responsible for any additional
rents and other obligations due under the office lease. In consideration for
this right, at Closing, Landry's shall pay the Lease Termination Fee and
Landry's shall not be liable for any further lease or other payments of such
lease, provided that Landry's shall have vacated the leased premises prior to
the end of the 5th month following the Closing Date. Landry's shall
automatically lose all rights of possession of the leased premises upon on the
earlier to occur of (i) the vacating and abandonment of such leased premised by
Landry's or Purchaser or (ii) expiration of the fifth month following the
Closing Date. Stockholders shall have the right to show and market the leased
premises immediately following the Closing Date.

          (p) Reduction of Debt. The Corporation shall have reduced outstanding
debt by the amount of $1,500,000 from the amount of outstanding long term debt
set forth on the Latest Balance Sheet including paying off in full the
outstanding amount of the Metro National line of credit.

          (q) Filing of Tax Returns, etc. All Tax Returns due on or prior to the
Closing Date, without regard to any extensions, shall have been filed (provided,
however no such Tax Returns shall be filed without Landry's prior written
consent, which shall not be unreasonably withheld).

          (r) Deferred Compensation Plan. The Sellers' non-qualified deferred
compensation plan shall have been terminated, and the corpus of approximately
$278,000 shall have been distributed in accordance with its terms.

          (s) 401(k) Plan. The Corporation shall have completed an audit of its
401(k) plan and provided the result thereof to Landry's.

          (t) Certification of Financial Statements. The CEO and V.P.-Finance of
the Corporation shall certify as to the accuracy of the Latest Balance Sheet.

          (u) Termination of Restaurant Leases and Intercompany Agreements. Each
lease or sublease by and between any Stockholder or any Affiliate of any
Stockholder, on the one hand, and WSI or any Affiliate of WSI on the other,
existing prior to the Closing, and every other agreement between WSI and the
Stockholders and any Affiliates thereof shall be terminated without any further
liability on the part of WSI or any of its Affiliates.

7.3  Conditions to the Obligation of Stockholders.

     The obligation of the Stockholders to consummate the Acquisition is subject
to the satisfaction (or waiver by the Stockholders) on or prior to the Closing
of the conditions set forth below.

          (a) Representations and Warranties of Landry's and the Purchaser. The
representations and warranties of Landry's and Purchaser made in this Agreement
shall be true and correct in all material respects as of the date hereof and as
of the Closing Date as though made on and as of the Closing Date (other than any
representation or warranty that expressly

                                       39

<PAGE>

relates to a specific date, which representation and warranty shall be correct
in all material respects on the date so specified and other than any
representation or warranty which is qualified by materiality shall, with regard
to the portion so qualified, be true and correct in all respects).

          (b) Performance of Obligations of Landry's and the Purchaser. Landry's
and the Purchaser shall have performed or complied in all material respects with
all obligations and covenants required by this Agreement to be performed or
complied with by Landry's and Purchaser prior the Closing, including, without
limitation, delivery to the Sellers of all of the items to be delivered by
Landry's or the Purchaser pursuant to Section 2.2(b)(i) of this Agreement.

          (c) Receipt of Consents. Landry's and Purchaser shall have received
all Consents required in connection with the transactions contemplated by this
Agreement and the Related Documents, or as reasonably required by the
Stockholders.

          (d) Material Adverse Effect. Since June 30, 2002 and after giving
effect to Landry's Disclosure Schedule, there shall have been no event having a
Material Adverse Effect.

          (e) License Agreement. The Corporation, together with Purchaser and
Landry's, shall have delivered to Kimberley Partners Ltd. (or its designee) an
exclusive, worldwide, perpetual and royalty free License Agreement relating to
the use of the trademark/servicemark "Texas to the Bone" in connection with
music and music recording, such agreement to contain the express right,
exercisable by Kimberley Partners Ltd. in its sole discretion, to sublicense
such trademark/servicemark to any other person, provided such sublicense is
limited to music and music recording. Landry's and Purchaser hereby covenant and
agree to refrain from opposing any federal or state registration of "Texas to
the Bone" in connection with music and music recording and hereby agree that
there does not exist any confusion between use of "Texas to the Bone" in the
Business and the use of "Texas to the Bone" in connection with music and music
recording. Landry's and Purchaser shall retain the right, and shall be under no
obligation to make any royalty or other payments to Kimberley Partners Ltd., if
it uses "Texas To The Bone" in a lyric in connection with the advertising or
marketing of its restaurants.

7.4  Frustration of Closing Conditions.

     Neither Purchaser, Landry's nor the Sellers may rely on the failure of any
condition set forth in this Article 7 to be satisfied if such failure was caused
by such party's failure to act in good faith or to use its commercially
reasonable efforts to cause the Closing to occur, as required by Section 6.4.

                                       40

<PAGE>

                                   Article 8
                                   Termination

8.1  Termination.

          (a) This Agreement may be terminated and the transactions contemplated
by this Agreement abandoned at any time prior to the Closing:

               (i) by mutual written consent of the Stockholders and Landry's;
     or

               (ii) by either the Stockholders or Landry's, if the Closing does
     not occur on or prior to October 15, 2002; provided, however, that the
     right to terminate this Agreement under this clause (ii) shall not be
     available to any party whose failure to fulfill any obligation under this
     Agreement has been the cause of, or resulted in, the failure of the Closing
     to occur on or before such date; or

               (iii) by the Stockholders or Landry's if any of the conditions
     set forth in Section 7.1 have not been satisfied as of the Closing Date,
     and shall not have been waived by the Stockholders and/or Landry's; or

               (iv) by the Stockholders if any of the conditions set forth in
     Section 7.3 have not been satisfied as of the Closing Date, and shall not
     have been waived by the Stockholders; or

               (v) by Landry's if any of the conditions set forth in Section 7.2
     have not been satisfied as of the Closing Date, and shall not have been
     waived by Landry's; or

               (vi) by Landry's if any of the conditions set forth in Section
     8.1 of the Asset Purchase and Sale Agreement have not been satisfied as of
     the Closing Date, or if the Asset Purchase and Sale Agreement is terminated
     by Purchaser pursuant to the rights granted to Purchaser thereunder.

          (b) In the event of termination of this Agreement by Stockholders or
Landry's pursuant to this Section 8.1, written notice thereof shall forthwith be
given to the other party subject to Section 8.2, and the transactions
contemplated by this Agreement shall be terminated, without further action by
any party. If the transactions contemplated by this Agreement are terminated as
provided herein:

               (i) Landry's shall immediately return all documents and other
     material received from Sellers (including any copies thereof in whatever
     medium) relating to the transactions contemplated hereby, whether so
     obtained before or after the execution hereof, to the Corporation; and

               (ii) all Confidential Information received by or made available
     to Landry's with respect to the Acquisition and the Business shall be
     treated in accordance with Section 6.3, which shall remain in full force
     and effect notwithstanding the termination of this Agreement.

                                       41

<PAGE>

8.2  Termination by Landry's or Stockholders; Deposit.

               (a) Termination by Landry's. If this Agreement is terminated (i)
     due to the mutual consent of Landry's and the Stockholders under Section
     8.1(a)(i); (ii) by Stockholders or by Landry's under Section 8.1(a)(ii);
     (iii) by Stockholders or Landry's pursuant to Section 8.1(a)(iii); (iv) by
     Landry's under Sections 8.1(a)(v); or (v) for any other reason other than a
     termination by Stockholders pursuant to Section 8.2(b) below, and not as a
     result of the willful failure of any Party to perform its obligations
     hereunder, such termination shall be without liability to any Party to this
     Agreement, or any stockholder, director, officer, employee, agent or
     representative of such Party, the Deposit shall be immediately returned to
     Landry's by the Stockholders. Subject to Section 6.4, the failure on the
     part of a Party to satisfy any condition to Closing shall not constitute a
     willful failure of any Party to perform its obligations hereunder.

               (b) Termination by Stockholders. If this Agreement is terminated
     by the Stockholders pursuant to Section 8.1(a)(iv), then, the Stockholders,
     as their sole and exclusive remedy shall receive one-half (1/2) of the
     Deposit plus $1,000 as liquidated damages (the other one-half (1/2) of the
     Deposit to be immediately refunded to Landry's); it being acknowledged and
     agreed by the Parties that one-half (1/2) of the Deposit plus $1,000 is a
     reasonable forecast of just compensation for the harm that could be caused
     by Landry's failure to satisfy the conditions set forth in Section 7.3,
     that the harm that could be caused to the Stockholders by such default is
     one that is difficult or impossible to accurately ascertain or predict, and
     that the payment of such amount shall constitute full satisfaction and
     accord of Landry's' obligations under this Agreement, other than
     obligations in respect of maintaining confidentiality set forth in Section
     8.1(b). The Stockholders hereby waive and release any claim for specific
     performance and all claims or remedies other than the right to receive
     one-half (1/2) of the Deposit plus $1,000 in accordance with the terms of
     this Section 8.2(b).

8.3  Effect of Termination.

     If this Agreement is terminated and the transactions contemplated hereby
are abandoned as described in Section 8.1, this Agreement shall become null and
void and of no further force and effect, except for the provisions of Sections
6.3, 6.6, Article 8 and Article 10.

                                   Article 9
                                 Indemnification

9.1  Indemnification by Sellers.

               (a) Except as otherwise limited by this Article 9, and, unless
     specifically waived by the Party to be indemnified hereunder, from and
     after the Closing Date, the Stockholders, jointly and severally, shall
     indemnify and hold harmless Landry's, Purchaser and their respective
     officers, directors, successors and permitted assigns from any and all
     liabilities, losses, damages, claims, costs and expenses, interest, awards,
     judgments and penalties (including, without limitation, reasonable legal
     costs) suffered or incurred by any of them (hereinafter "Losses"), arising
     out of or resulting from (i) the breach of any representation, warranty,
     covenant or

<PAGE>

agreement by Sellers or Stockholders contained herein or in any Related Document
or in any exhibit, schedule, document or certificate delivered under this
Agreement or any Related Document, (ii) any claim asserted by any third party
that, assuming the truth thereof, would constitute a breach by Sellers or
Stockholders of this Agreement, (iii) the transfer of beneficial ownership of
the Stock to Metro National or Kimberley prior to the Closing including any
claims for dissenter's rights, or (iv) the performance (or lack of performance)
by any Seller of any contractual obligation that is performable by it on or
prior to the Closing Date.

          (b) Without limiting the effect of (a) above, Indemnitor, defined
below, agrees to indemnify and hold harmless Landry's and Purchaser from any and
all Losses arising from or in any way relating to: (i) the 1999 Settlement, 2000
Restructuring and the 2001 Exchange including without limitation, Losses from
any action or proceeding under federal or state securities laws; (ii) all
out-of-pocket Losses arising out of any DOL investigation commenced prior to the
date hereof (to the extent such Losses pertain to acts or omissions occurring
prior to the Closing Date); (iii) any severance payments due to any employee of
the Corporation under any plan or agreement in effect prior to the Closing Date
which are payable as a result of the Acquisition; (iv) the note obligation for
the Corporation's human resources system (unless such note is cancelled and such
system returned); (v) liabilities relating to the Corporations' gift certificate
and gift card programs for gift certificates and gift cards sold prior to the
Closing Date, but only to the extent that such liability is in excess of the
balance previously accrued by the Corporation on the Latest Balance Sheet for
the Corporation's gift card program; (vi) liabilities relating to the
Corporation's failure to file a Form 5500, 5500-C or 5500-R for any Benefit Plan
for any period prior to Closing; (vii) any liability for rents and other
obligations in excess of the Lease Termination Fee arising from the lease of the
office space at 820 Gessner; (viii) any Loss arising from matters set forth on
Schedule 9.1(b)(viii); and (ix) any Loss resulting from the failure to have a
Certificate of Occupancy from the City of Houston in connection with the
restaurant known as "Salt 15." Any indemnification provided under this
subsection (i) shall be unlimited and shall not be subject to any of the
limitations set forth in Section 9.6 of this Agreement; and (ii) shall not be
counted toward determining whether or not the Threshold Amount or the Indemnity
Cap set forth in Section 9.6 has been satisfied.

9.2  Indemnification by Purchaser and Landry's.

     Except as otherwise limited by this Article 9, and unless specifically
waived by the Party to be indemnified hereunder, Purchaser and Landry's, jointly
and severally, shall indemnify and hold harmless the Stockholders and their
respective officers, directors, successors and permitted assigns from any and
all Losses arising out of or resulting from (i) the breach of any
representation, warranty, covenant or agreement by Landry's and Purchaser
contained herein, in any Related Document or in any exhibit, schedule, document
or certificate delivered pursuant to this Agreement or any Related Document;
(ii) the performance (or lack of performance) by Landry's or the Purchaser of
any obligation that is performable by it on or prior to the Closing Date; and
(iii) the operation of the Business by Landry's and/or Purchaser from and after
the Closing Date.

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<PAGE>

9.3  Indemnification Procedures.

          (a) For the purposes of this Section 9.3, the term "Indemnitee" shall
refer to the Person indemnified, or entitled, or claiming to be entitled, to be
indemnified, pursuant to the provisions of Section 9.1 or 9.2, as the case may
be; the term "Indemnitor" shall refer to the Person having the obligation to
indemnify pursuant to such provisions.

          (b) An Indemnitee shall give written notice (a "Notice of Claim") to
the Indemnitor within 30 days (or, to the extent possible, within such shorter
period as may be necessary to give the Indemnitor a reasonable opportunity to
respond to such claim) after the Indemnitee has knowledge of any claim
(including a Third Party Claim in which case such Notice of Claim shall set
forth the name of the party making such Third Party Claim, to the extent known)
which an Indemnitee has determined has given or could give rise to a right of
indemnification under this Agreement. No failure to give such Notice of Claim
shall affect the indemnification obligations of the Indemnitor hereunder, except
to the extent such failure shall have prejudiced such Indemnitor's ability to
successfully defend the matter giving rise to the claim. The Notice of Claim
shall state the nature of the claim and the amount of the Loss, if known, and
the Indemnitor shall have a period of 30 days to reply to such Notice of Claim.

          (c) The obligations and liabilities of an Indemnitor under this
Article 9 with respect to Losses arising from claims of any third party that are
subject to the indemnification provisions provided for in this Article 9 (a
"Third Party Claim") shall be governed by the following additional terms and
conditions: The Indemnitee at the time it gives a Notice of Claim to the
Indemnitor of the Third Party Claim shall advise the Indemnitor that the
Indemnitor shall be permitted, at the Indemnitor's option, to assume and control
the defense of such Third Party Claim at the Indemnitor's expense and through
counsel of the Indemnitor's choice reasonably acceptable to Indemnitee if the
Indemnitor gives notice within the 30 day period specified above of the
Indemnitor's intention to do so. In the event the Indemnitor exercises the
Indemnitor's right to undertake the defense against any such Third Party Claim
as provided above, the Indemnitee shall cooperate with the Indemnitor in such
defense and make available to the Indemnitor all witnesses, pertinent records,
materials and information in the Indemnitee's possession or under the
Indemnitee's control relating thereto as is reasonably required by the
Indemnitor, and the Indemnitee may participate by the Indemnitee's own counsel
and at the Indemnitee's own expense in defense of such Third Party Claim. Except
for the settlement of a Third Party Claim which involves the payment of money
only which is to be paid in full by the Indemnitor, no Third Party Claim for
which the Indemnitor has elected to defend may be settled by the Indemnitor
without the prior written consent of the Indemnitee, which consent shall not be
unreasonably withheld or delayed. If the Indemnitee does not receive written
notice within said period that the Indemnitor has elected to assume the defense
of such Third Party Claim, the Indemnitee may elect to assume such defense,
assisted by counsel of the Indemnitee's own choosing. Whether or not Indemnitee
elects to assume the defense of such Third Party Claim, the Indemnitor shall not
be relieved of the Indemnitor's obligations hereunder. The Indemnitee will give
the Indemnitor at least 10 days notice of any proposed settlement or compromise
of any Third Party Claim it has elected to defend, during which time the
Indemnitor may assume the defense of, and responsibility for, such Third Party
Claim and if it does so the proposed settlement or compromise may not be made.
In the event the Indemnitee is, directly or

                                       44

<PAGE>

indirectly, conducting the defense against any such Third Party Claim, the
Indemnitor shall cooperate with the Indemnitee in such defense and make
available to the Indemnitee all such witnesses, records, materials and
information in the Indemnitor's possession or under the Indemnitor's control
relating thereto as is reasonably required by the Indemnitee and the Indemnitor
may participate by the Indemnitor's own counsel and at the Indemnitor's own
expense in the defense of such Third Party Claim.

          (d) Any claim by an Indemnitee with respect to Losses which do not
result from a Third Party Claim will be asserted in the same manner as specified
in Section 9.3(c) above. If the Indemnitor does not respond to such claim within
the 30 day period specified in Section 9.3(c), the Indemnitor will be deemed to
have rejected such claim, in which event the Indemnitee will be free to pursue
such remedies as may be available to the Indemnitee under this Agreement.

          (e) In those circumstances in which Landry's, Purchaser or any of
their respective officers, directors, successors and permitted assigns is/are
the party claiming the right to indemnification under this Agreement as provided
in Article 9.1, upon notice to the Stockholders specifying in reasonable detail
the basis for such claim for indemnification and subject to the procedures set
forth below and the limitations set forth in this Article 9, such Indemnitees
shall have the right to set off any Losses to which such Indemnitees may be
entitled against amounts otherwise payable under the Promissory Note. In order
to set off against such Promissory Note, the Indemnitees shall have notified the
Stockholders of (i) the receipt of any such claim which the Indemnitees believe
forms the basis for a claim for indemnification under this Agreement; and (ii)
the Indemnitees' request to offset upon the Promissory Note. Within fifteen (15)
days after receipt of such notice, the Indemnitors shall submit a written
response to the Indemnitees, such response to include a statement of the
relevant party's position and a summary of the evidence and arguments supporting
their position. If such dispute cannot be resolved by the Indemnitors and the
Indemnitees at a mutually acceptable time and place within thirty (30) days
after the date of the date of any response to such notice, such claim shall be
submitted to arbitration of the parties in accordance with the Rules of the
American Arbitration Association in accordance with the provisions set forth in
Schedule 9.3. Indemnitees (and Purchaser or Landry's) shall have no right to set
off against the Promissory Note until the claim for indemnification or loss
shall have been finally resolved by arbitration and the Indemnitees (and
Purchaser or Landry's) shall have obtained a final and nonappealable decision
from the arbitration panel. In the event that the parties shall mutually agree
to a set off of the Promissory Note, or an arbitration proceeding shall have
produced a final and nonappealable decision that Indemnitee shall be entitled to
set off against such Promissory Note, such amounts shall be set off in the
following order of priority: (i) first, against all amounts owning under the
Promissory Note other than principal or interest; (ii) second, to accrued but
unpaid interest owing under the Promissory Note; and (iii) third, to principal
owing under the Promissory Note, in the inverse order of maturity. If exercised
in accordance with this Article 9 any exercise of such right of set-off, will
not constitute an event of default under the Promissory Note, the Asset Purchase
and Sale Agreement, or this Agreement.

                                       45

<PAGE>

9.4  Reduction of Losses.

     To the extent any Losses of an Indemnitee are reduced by actual receipt of
payment (a) under insurance policies which are not subject to retroactive
adjustment or other reimbursement to the insurer in respect of such payment (net
of the cost of such insurance) or (b) from third parties not affiliated with the
Indemnitee, such payments (net of the expenses of the recovery thereof) shall be
credited against such Losses and, if indemnification payments shall have been
received prior to the collection of such proceeds, the Indemnitee shall remit to
the Indemnitor the amount of such proceeds (net of the cost of such insurance or
collection thereof) to the extent of indemnification payments received in
respect of such Losses.

9.5  Subrogation.

     The Indemnitor shall be subrogated to the Indemnitee's rights of recovery
to the extent of any Losses satisfied by the Indemnitor. The Indemnitee shall
permit the Indemnitor to use the name of the Indemnitee and the names of the
Indemnitee's affiliates in any transaction or proceeding to enforce such rights
and shall use reasonable efforts to execute and deliver such instruments and
papers as are necessary to assign such rights and assist in the exercise
thereof, including access to books and records with respect to such Losses.

9.6  Limitation and Expiration.

          (a) Subject to Section 9.6(b) below, the Indemnitor shall be liable
for all Losses arising out of any breaches of the covenants, agreements,
representations and warranties set forth in this Agreement, unless any such
covenant, agreement, representation or warranty shall have been specifically
waived in writing by the Indemnitee. Subject to Section 9.6(b) below, for Third
Party Claims and, remedies where Indemnitee seeks to set off against the
Promissory Note, the remedies set forth in this Article 9 shall be exclusive,
and for any other claim, indemnity shall not be the exclusive cause of action or
limit any other cause of action that may be available to an Indemnitee. However,
no Party or Indemnitee shall be permitted to recover punitive or consequential
damages from another Party or an Indemnitor, whether by way of indemnification
or under any other cause of action, or theory of recovery under this Article 9,
including Section 9.1(b) and, in any event, except as set forth in Section
9.6(b), 7.2(k) or 4.5, the Stockholders' maximum liability shall be the
Indemnity Cap. The Parties acknowledge and agree that, except for the express
representations and warranties made by any Party in this Agreement or the Asset
Purchase and Sale Agreement, there are no representations or warranties made by
the Parties, either express or implied, with respect to the Business, the Stock,
the Subject Properties, or any of the transactions contemplated by this
Agreement or the Related Documents.

          (b) The Parties acknowledge, that the provisions of this Article 9
were a material and substantial inducement for the transactions hereunder. In
consideration of the representations and warranties hereunder, the Parties
hereto agree that Stockholders' liability for and in respect of this Agreement
and the transactions contemplated by this Agreement shall be subject and limited
to the absolute, fixed amounts and for the absolute, fixed time limitations
specified in this Article 9. These limitations of amount of liability and time
to assert any such liability are exclusive, shall apply to all claims and other
demands, charges, allegations,

                                       46

<PAGE>

liabilities, responsibilities and exposures no matter how any and all of such
claims may be brought or asserted, whether sounding in contract, tort or
otherwise, whether known or unknown, contingent or otherwise. The Stockholders
shall not have any liability to indemnify Landry's or the Purchaser for Losses
unless the aggregate amount of Losses for all breaches by the Sellers would, but
for the provisions of this Section 9.6, exceed, on an aggregate basis, $100,000
("Threshold Amount") for Third Parties Claims or any other claims, provided
however that if such Threshold Amount is exceeded, the Stockholders shall be
liable for all Losses from the first dollar. In no event shall the total
liability of the Stockholders for all claims hereunder whether Third Party
Claim, or any other claim, or both, exceed $10,000,000 (the "Indemnity Cap")
(whether by way of indemnity or any other claim or theory of recovery in the
aggregate; provided that notwithstanding the foregoing, the Stockholders shall
be fully liable to indemnify Landry's and the Purchaser for Losses as a result
of, caused by, arising out of or in any way relating to the breach by the
Stockholders of the representations or covenants or agreements set forth in
Sections 9.1(b) and 7.2(k), and the representations set forth in Section 4.5 and
any such amount shall not count towards the Threshold Amount or the Indemnity
Cap. Any amounts paid by Sellers prior to the Closing Date arising out of or
relating to the representations or warranties contained in Section 3.6(a)(ii)
shall not count toward determining the Threshold Amount. Any amounts paid by
Sellers prior to the Closing Date to Purchaser or Landry's in respect of any
claim or Loss arising out of or in any way relating to Section 3.6(a)(ii) shall
be the sole and exclusive remedy for such claims. From and after the Closing
Date, Sellers shall have no further liability for any Loss or claim arising out
of or relating in any way to the representations, warranties, covenants or
agreements relating to Section 3.6(a)(ii).

          (c) The indemnification obligations under this Article 9 or under any
certificate or writing furnished in connection herewith, shall terminate at the
date that is the later of clause (i), (ii) or (iii) of this Section 9.6, as
applicable:

               (i) with respect to claims relating to breaches of
          representations, warranties or covenants contained in this Agreement
          in respect of Taxes or ERISA matters, such claim shall terminate six
          months following the running of the applicable statute of limitations;

               (ii) with respect to all claims other than those referred to in
          clause (i) of this Section 9.6(c) and any claim under Section
          3.6(a)(ii), such claim shall terminate on the second anniversary of
          the Closing Date; or

               (iii) with respect to all claims relating to Section 1.4, such
          claim shall terminate on the eighth anniversary of the Closing Date;
          or

               (iv) the final resolution of claims or demands pending as of the
          relevant dates described in subparagraphs (i), (ii) and (iii) of this
          Section 9.6(c).

          (d) The right to indemnification or payment of Losses based on breach
of any representations, warranties, covenants, and obligations will not be
affected by any investigation conducted with respect to, or any Knowledge
acquired (or capable of being acquired) at any time, whether before or after the
execution and delivery of this Agreement or the Closing Date,

                                       47

<PAGE>

with respect to the accuracy or inaccuracy of or compliance with, any such
representation, warranty, covenant, or obligation. The waiver of any condition
based on the accuracy of any representation or warranty, or on the performance
of or compliance with any covenant or obligation, will not affect the right to
indemnification, payment of Losses, or other remedy based on such
representations, warranties, covenants, and obligations.

                                   Article 10
                               General Provisions

10.1 Assignment.

     This Agreement and the rights and obligations hereunder shall not be
assignable or transferable by Purchaser, Landry's or the Stockholders (including
by operation of law in connection with a merger or consolidation of Purchaser,
Landry's or the Corporation) without the prior written consent of the other
parties hereto; provided, however, that Landry's may collaterally assign this
Agreement, without the consent of the Stockholders, to a financial or lending
institution providing financing to Landry's or to any Subsidiary or Affiliate of
Landry's; provided further, that no such assignment shall release Landry's from
its obligations hereunder. In the event of any such assignment, Landry's shall
provide Stockholders with written notice of such assignment within three (3)
Business Days of the occurrence of such assignment. Any attempted assignment in
violation of this Section 10.1 shall be void.

10.2 No Third-Party Beneficiaries.

     Except as provided in Article 9, this Agreement is for the sole benefit of
the parties hereto and their permitted assigns and nothing herein expressed or
implied shall give or be construed to give to any Person, other than the parties
hereto and such assigns, any legal or equitable rights hereunder.

10.3 Notices.

     All notices or other communications required or permitted to be given
hereunder shall be in writing and shall be delivered by hand or sent by
facsimile or sent, postage prepaid, by registered, certified or nationally
recognized overnight courier service and shall be deemed given when so delivered
by hand or facsimile, or if mailed, three days after mailing (one Business Day
in the case of overnight courier service), as follows:

                                       48

<PAGE>

          (i) if to Landry's or the Purchaser or, after the Closing, the
     Corporation, to

                 Landry's Restaurants, Inc.
                 1510 West Loop South
                 Houston, Texas  77027
                 Telephone:   (713) 386-7000
                 Telecopy:    (713) 386-7070
                 Attention:   Tilman J. Fertitta, Chairman, President
                            and Chief Executive Officer

          with a copy (which shall not constitute notice) to:

                 Haynes and Boone, LLP
                 1000 Louisiana, Suite 4300
                 Houston, Texas  77002-5012
                 Telephone:   (713) 547-2526
                 Telecopy:    (713) 236-5652
                 Attention:   Arthur S. Berner

          (ii) if, prior to the Closing, to the Corporation, to

                 Well Seasoned, Inc.
                 820 Gessner Road, Suite 1200
                 Houston, Texas  77021
                 Telephone:   (713) 461-6611
                 Telecopy:    (713) 292-1315
                 Attention:   Cliff Halphen

         (iii) if, to Metro National or Kimberley, to

                 Metro National
                 820 Gessner, 18th Floor
                 Houston, Texas  77024
                 Telephone:   (713) 973-3531
                 Telecopy:    (713) 973-2711
                 Attention:   William M. Mosley, Jr.

                 and

                 Kimberley Restaurants Ltd.
                 820 Gessner, Suite 350
                 Houston, Texas  77024
                 Telephone:   (713 302-0502
                 Telecopier:  (713) 302-0507
                 Attention:   Peter Oxman

                                       49

<PAGE>

          with a copy (which shall not constitute notice) to:

                 Bracewell and Patterson, L.L.P.
                 711 Louisiana Street
                 Suite 2900
                 Houston, Texas  77002
                 Telephone:   (713) 221-1368
                 Telecopier:  (713) 221-2174
                 Attention:   Margaret Symonds

10.4 Interpretation; Exhibits and Schedules.

     The headings contained in this Agreement, in any Exhibit or Schedule hereto
and in the table of contents to this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
Any matter set forth on any Schedule shall be deemed set forth on all other
Schedules to the extent relevant. Except when the context requires otherwise,
any reference in this Agreement to any Article, Section, clause, Schedule or
Exhibit shall be to the Articles, Sections and clauses of, and Schedules and
Exhibits to, this Agreement. The words "include," "includes" and "including" are
deemed to be followed by the phrase "without limitation." Any reference to the
masculine, feminine or neuter gender shall include such other genders and any
reference to the singular or plural shall include the other, in each case unless
the context otherwise requires. All Exhibits and Schedules annexed hereto or
referred to herein are hereby incorporated in and made a part of this Agreement
as if set forth on full herein.

10.5 Counterparts.

     This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one or more such counterparts have been signed by each of the parties and
delivered to the other party. This Agreement may be executed and delivered in
counterpart signature pages executed and delivered via facsimile transmission,
and any such counterpart executed and delivered via facsimile transmission shall
be deemed an original for all intents and purposes.

10.6 Entire Agreement.

     This Agreement and the Related Documents contain the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and thereof and supersede all prior agreements and understandings
relating to such subject matter, including, without limitation, that certain
letter, dated July 24, 2002, as amended by that certain Amendment No. 1 to
Letter dated August 19, 2002 and the extension letter dated August 30, 2002,
among Landry's, on the one hand and the Corporation, Kimberley, Metro National,
and MNC, on the other hand. Neither party shall be liable or bound to any other
party in any manner by any representations, warranties or covenants relating to
such subject matter except as specifically set forth herein or in the Related
Documents.

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<PAGE>

10.7  Amendments and Waivers.

      This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties hereto. By an instrument in writing
Landry's, on the one hand, or each of the Stockholders, on the other hand, may
waive compliance by the other party with any term or provision of this Agreement
that such other party was or is obligated to comply with or perform.

10.8  Severability.

      It is the desire and intent of the parties hereto that the provisions of
this Agreement be enforced to the fullest extent permissible under the laws and
public policies applied in each jurisdiction in which enforcement is sought.
Accordingly, if any particular provision of this Agreement shall be adjudicated
by a court of competent jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.

10.9  Consent to Jurisdiction.

      Except for matters under Article 9, which shall be decided by arbitration
as set forth therein, and matters to be determined by the Neutral Accountants,
each of the Parties irrevocably submits to the exclusive jurisdiction of (i) the
State Courts of the State of Texas sitting in Harris County, Texas and (ii) the
United States District Court for Harris County, Texas, for the purposes of any
suit, action or other proceeding arising out of this Agreement, any Related
Document, or any transaction contemplated hereby or thereby. Each of the parties
further agrees that service of any process, summons, notice or document by U.S.
registered mail to such party's respective address set forth above shall be
effective service of process for any action, suit or proceeding in Texas with
respect to any matters to which it has submitted to jurisdiction in this Section
10.9. Each of the parties irrevocably and unconditionally waives any objection
to the laying of venue of any action, suit or proceeding arising out of this
Agreement, any Related Document, or the transactions contemplated hereby and
thereby in (a) State Courts of the State of Texas sitting in Harris County,
Texas, or (b) the United States District Court for Harris County, Texas, and
hereby and thereby further irrevocably and unconditionally waives and agrees not
to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.

10.10 Further Assurances.

      The Parties agree (i) to furnish upon request to each other such further
information, (ii) to execute and deliver to each other such other documents,
(iii) to conveyance of any after-acquired property, and (iv) to do such other
acts and things, all as the other party may reasonably request

                                       51

<PAGE>

for the purpose of carrying out the intent of this Agreement and the documents
referred to in this Agreement.

10.11 Construction.

      The provisions of this Agreement shall be construed according to their
fair meaning and neither for nor against any party hereto irrespective of which
party caused such provisions to be drafted. Each of the Parties acknowledge that
it has been represented by an attorney in connection with the preparation and
execution of this Agreement.

10.12 Governing Law; Waiver of Jury Trial.

     THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
DOMESTIC LAWS OF THE STATE OF TEXAS. IN FURTHERANCE OF THE FOREGOING, THE
INTERNAL LAW OF THE STATE OF TEXAS WILL CONTROL THE INTERPRETATION AND
CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION'S CHOICE OF LAW
OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION
WOULD ORDINARILY APPLY.

10.13 Prevailing Parties

     The prevailing party in a lawsuit, arbitration, or submission to Neutral
Accountants to enforce this Agreement or any provisions contained herein shall
be entitled to recover, in addition to all other remedies or damages, reasonable
attorneys' fees incurred in such suit.

10.14 Remedies under Asset Purchase and Sale Agreement

          (a) If Purchaser breaches any of its representations, warranties, or
covenants under the Asset Purchase and Sale Agreement, then Purchaser also will
be in breach of this Agreement, and the Sellers will be entitled to exercise the
rights and remedies available to such Party pursuant to this Agreement.

          (b) If any of the Stockholders breaches any of the representations,
warranties, or covenants under the Asset Purchase and Sale Agreement, then the
Stockholders also will be in breach of this Agreement, and Purchaser will be
entitled to exercise the rights and remedies available to such Party pursuant to
this Agreement.

                               [Signatures follow]

                                       52

<PAGE>

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

                                          LANDRY'S RESTAURANTS, INC.


                                          By:
                                             ----------------------------------
                                          Name:  Tilman J. Fertitta
                                          Title: President, Chairman and
                                                 Chief Executive Officer


                                          LSRI HOLDINGS, INC.

                                          By:
                                             ----------------------------------
                                          Name:
                                               --------------------------------
                                          Title:
                                                -------------------------------


                                          WELL SEASONED, INC.

                                          By:
                                             ----------------------------------
                                          Name:
                                               --------------------------------
                                          Title:
                                                -------------------------------


                                          METRO NATIONAL CORPORATION

                                          By:
                                             ----------------------------------
                                          Name:
                                               --------------------------------
                                          Title:
                                                -------------------------------


                                          KIMBERLEY RESTAURANTS LTD.

                                          By:   KIMBERLEY MANAGEMENT LLC, its
                                                general partner

                                          By:
                                             ----------------------------------
                                          Name:  Peter M. Oxman
                                          Title: President


                   Signature Page to Stock Purchase Agreement

<PAGE>
                                     ANNEX I

                                   Definitions

     Capitalized terms used but not defined in the Stock Purchase Agreement have
the respective meanings assigned to such terms below.

     The "1999 Settlement" shall mean the transactions consummated pursuant to
the Settlement and Release Agreement executed in October 2000, pursuant to which
Saltgrass, Inc. settled a lawsuit filed in 1999 by 23 former limited partners of
Steakhouse, Ltd., Steakhouse II, Ltd., Steakhouse III, Ltd., Steakhouse IV, Ltd.
and Steakhouse V, Ltd. (each, a "Steakhouse Partnership" and collectively, the
"Steakhouse Partnerships") against Saltgrass and others and purchased the
limited partnership interests of such former limited partners.

     The "2000 Restructuring" shall mean the several transactions with Kimberley
and Metro National, MNC and JT 1995 Partnership as described in that certain
Confidential Offering Memorandum of the Corporation dated January 19, 2001
("Private Placement Memorandum").

     The "2001 Exchange" shall mean the Transactions (as defined in the Private
Placement Memorandum), including without limitation the exchange of the
Steakhouse Interests (as defined in the Private Placement Memorandum) by the
limited partners of the Steakhouse Partnerships for the issuance of cash and
shares of Common Stock of the Corporation.

     "Acquisition" has the meaning set forth in the Recitals.

     "Acquisition Proposal" has the meaning set forth in Section 6.5(a).

     "Adjustment Amount" has the meaning set forth in Section 1.5(a).

     "Affiliate" of any Person means another Person that directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with, such first Person.

     "Agreement" has the meaning set forth in the first paragraph to this
Agreement.

     "Anniversary Date" has the meaning set forth in Section 1.4(a)(ii).

     "Annual Business Adjustments" has the meaning set forth in Section
1.4(a)(iv).

     "Annual Business RLP" means the combined RLP of the 27 restaurants
comprising the Business for any given 12 month period determined in accordance
with Section 1.4.

     "Applicable Law" shall mean any applicable law, statute, ordinance, rule,
regulation, Judgment, order, or determination of any Governmental Authority or
any board of fire underwriters (or similar body), or any restrictive covenant or
deed restriction or zoning ordinance

                                      A-1

<PAGE>

or classification affecting the Subject Properties, including, without
limitation, all applicable building codes, flood disaster laws, and all
Environmental Laws.

     "Asset Purchase and Sale Agreement" has the meaning set forth in Section
1.1(b).

     "Asset Purchase Price" shall mean the aggregate portion of the Purchase
Price as is allocated by the Parties for the acquisition of the assets sold
pursuant to the Asset Purchase and Sale Agreement.

     "Average Annual Business RLP" means the amount determined by adding the
Annual Business RLP calculated in accordance with Section 1.4 for the periods
ending on each Anniversary Date and dividing by five (5).

     "Balance Sheets" has the meaning set forth in Section 3.5(a).

     "Benefits Plans" has the meaning set forth in Section 3.13(a).

     "Business" has the meaning set forth in the Recitals.

     "Business Day" means any day that is not a Saturday, Sunday or other day on
which banking institutions in Texas or New York are not required to be open.

     "Bylaws" means, with respect to a corporation, its bylaws, with respect to
a limited liability company, its regulations or operating agreement and with
respect to a partnership, its partnership agreement.

     "Capital Lease Obligations" means, the obligations of the Corporation to
pay rent or other amounts under any lease of (or other arrangements owning the
right to use) real or personal property which obligations are required to be
classified and accounted for as capital leases on a balance sheet of the
Corporation as of such date computed in accordance with GAAP.

     "CERCLA" means the federal Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Sections 9601 et. seq., as amended.

     "Charter" means, with respect to a corporation, limited partnership or
limited liability company, those instruments that define its existence, as filed
or recorded with the applicable Governmental Authority, including, without
limitation, such entity's Articles or Certificate of Incorporation, Certificate
of Limited Partnership or Certificate of Formation.

     "Closing" has the meaning set forth in Section 2.1.

     "Closing Date" has the meaning set forth in Section 2.1.

     "Closing Date Payment" has the meaning set forth in Section 1.2(b)(i).

     "Closing Financial Statements" has the meaning set forth in Section 1.5(b)

                                      A-2

<PAGE>

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Common Stock" has the meaning set forth in Section 3.4.

     "Commission" has the meaning set forth in Section 5.8.

     "Confidential Information" has the meaning set forth in Section 6.3.

     "Consent" has the meaning set forth in Section 3.3. For purposes of
Landry's and Purchaser, Consent shall mean any consent, estoppel letter,
approval, license, permit, order or authorization of, or registration,
declaration or filing with, any Person.

     "Contract" means any loan or credit agreement, note, bond, mortgage,
indenture, lease, sublease, purchase order or other agreement, commitment, or
license.

     "Corporation" has the meaning set forth in the first paragraph to this
Agreement.

     "Corporation Intellectual Property" has the meaning set forth in Section
3.8(b).

     "Corporation's Disclosure Schedule" has the meaning set forth in Article 3.

     "Corporation's Stockholders' Agreement" has the meaning set forth in
Section 2.2(a)(xiv).

     "Deposit" has the meaning set forth in Section 1.3.

     "DOL" has the meaning set forth in Section 3.13(c).

     "Environmental Law" shall mean all federal, state or local laws, codes,
rules, ordinances, regulations, administrative rulings and decisions,
directives, Judgments, other court decisions, orders, decrees, documents, and
guidance relating to health, safety or the environment, including without
limitation, CERCLA, the Hazardous Material Transportation Act (49 U.S.C. 1801 et
seq.), the Resource Conservation and Recovery Act (42 U.S.C. 6901 et seq.), the
Clean Air Act (42 U.S.C. 7401 et seq.), the Clean Water Act (33 U.S.C. 1251 et
seq.), the Toxic Substances Control Act, as amended (15 U.S.C. 2601 et seq.),
the National Environmental Policy Act (42 U.S.C. 4321 et seq.), the Oil
Pollution Act (33 U.S.C. 2701 et seq.), and the Occupational Safety and Health
Act (29 U.S.C. 651 et seq.), as these laws have been amended or supplemented,
and any analogous state or local statutes, rules or ordinances and the
regulations promulgated pursuant thereto.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Affiliate" has the meaning set forth in Section 3.13(a).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Existing Restaurants" has the meaning set forth in Section 1.4(a).

                                      A-3

<PAGE>

     "Financial Statements" has the meaning set forth in Section 3.5(a).

     "Financing Agreement" has the meaning set forth in Section 6.1(b)(xiii).

     "Funded Indebtedness" means, without duplication, the aggregate amount
(including the current portions thereof) of all (i) indebtedness of the
Corporation for money borrowed from others and purchase money indebtedness
(other than accounts payable in the ordinary course); (ii) indebtedness of the
type described in clause (i) above guaranteed, directly or indirectly, in any
manner by the Corporation, or in effect guaranteed, directly or indirectly, in
any manner by the Corporation, through an agreement, contingent or otherwise, to
supply funds to, or in any other manner invest in, the debtor, or to purchase
indebtedness, or to purchase and pay for property if not delivered or pay for
services if not performed, primarily for the purpose of enabling the debtor to
make payment of the indebtedness or to assure the owners of the indebtedness
against loss (excluding endorsements of checks and other instruments in the
ordinary course); (iii) all indebtedness of the type described in clause (i)
above secured by any Lien upon property owned by the Corporation, even though
the Corporation, has not in any manner become liable for the payment of such
indebtedness; and (iv) all interest expense and other costs, fees and expenses
accrued but unpaid on or relating to any of such indebtedness. "Funded
Indebtedness" shall not include Capital Lease Obligations.

     "GAAP" means generally accepted accounting principles.

     "Governmental Authority" means any foreign government, the United States of
America, any state, province, territory, county, city, municipality, and any
subdivision thereof, any court, administrative or regulatory agency, commission,
board, bureau, agency, department or body or other governmental authority, or
instrumentality, or any Person exercising executive, legislative, judicial,
regulatory, or administrative functions of or pertaining to government, foreign
or domestic.

     "HSR Act" has the meaning set forth in Section 3.3.

     "Incentive Payment" has the meaning set forth in Section .

     "Incentive Restaurants" has the meaning set forth in Section 6.5(b).

     "Indemnitee" has the meaning set forth in Section 9.3(a).

     "Indemnity Cap" has the meaning set forth in Section 9.6(b).

     "Indemnitor" has the meaning set forth in Section 9.3(a).

     "Intellectual Property" means all intellectual property rights, including,
without limitation, patents, patent applications, trademarks, trademark
applications, tradenames, servicemarks, servicemark applications, trade dress,
logos and designs, copyrights and copyright applications.

     "Interested Party" has the meaning set forth in Section 6.3.

                                      A-4

<PAGE>

     "Inventory" shall mean those items normally accounted for as inventory in
accordance with GAAP.

     "IRS" means the Internal Revenue Service.

     "Judgment" means any judgment, order, or decree.

     "Kimberley" has the meaning set forth in the first paragraph to this
Agreement.

     "Knowledge" means (i) the actual knowledge of: (A) for Seller or
Stockholders: Messrs C. Halphen, M. Murray, W. Hays, W. Mosley, P. Oxman, B.
Reed, B. Fillmore, J. Jard, David Hill, Ms. S. Birchfield, Ms. Jana Lee, Ms.
Carolyn Richards or Ms. Loretta Shumway, and (b) for Landry's and Purchaser:
Messrs T. Fertitta, S. Scheinthal or P. West; and (ii) in either case the
knowledge of a fact or other matter that such person should have been aware of
if such person used such care in the exercise of his duties and responsibilities
as that of a reasonable business person in a similar circumstance would have
used.

     "Landry's" has the meaning set forth in the first paragraph of this
Agreement

     "Landry's Disclosure Schedule" has the meaning set forth in Article 5.

     "Landry's Group" has the meaning set forth in Section 6.2.

     "Latest Balance Sheet" has the meaning set forth in Section 3.5(a).

     "Lease Termination Fee" shall mean $120,000.

     "Liens" means mortgages, liens, security interests, pledges, easements,
rights of first refusal, options, restrictions or encumbrances of any kind.

     "Losses" has the meaning set forth in Section 9.1(a).

     "Material Adverse Effect" means any change in, or effect on a Person, which
is or is reasonably likely to be, materially adverse to the business,
operations, assets, liabilities or financial condition of the business or the
assets, taken as a whole. In the case of the Sellers, material adverse effect
means any change in, or effect on the Business or the assets of the Corporation
or the Subject Properties taken as a whole which is or is reasonably likely to
be, materially adverse to the Business, operations, assets, liabilities,
financial condition of the Business taken as a whole.

     "Material Contract" has the meaning set forth in Section 3.9(a) except that
a contract, that can be terminated within 30 days without cost or penalty shall
not be considered a Material Contract.

     "Metro National" has the meaning set forth in the first paragraph of this
Agreement.

     "MNC" has the meaning set forth in the Recitals.

                                      A-5

<PAGE>

     "Neutral Accountants" means the Houston office of an independent
certified public accountant mutually agreed to by Purchaser and Seller.

     "New Restaurant Adjustments" has the meaning set forth in Section
1.4(b)(ii).

     "New Restaurant RLP" means the RLP for the New Restaurants.

     "New Restaurants" has the meaning set forth in Section 1.4(b)(i).

     "Noncompetition Agreements" has the meaning set forth in Section
2.2(a)(iv).

     "Nonsolicitation Agreements" has the meaning set forth in Section
2.2(a)(iii).

     "Notice of Claim" has the meaning set forth in Section 9.3(b).

     "Party" has the meaning set forth in first paragraph of this Agreement.

     "Permits" has the meaning set forth in Section 3.10.

     "PBGC" means the Public Benefits Guaranty Corporation.

     "Permitted Liens" means (i) those Liens set forth on Schedule 3.6 of the
Corporation's Disclosure Schedule or in the Financial Statements or securing
debt reflected as a liability on the Latest Balance Sheet, (ii) mechanics',
carriers', workmen's, repairmen's or other like Liens arising or incurred in the
ordinary course of business, Liens arising under original purchase price
conditional sales contracts and equipment leases with third parties entered into
in the ordinary course of business and Liens for Taxes that are not due and
payable or that may thereafter be paid without penalty or that are being
contested in good faith by appropriate proceedings, (iii) other imperfections of
title or encumbrances, if any, that do not, individually or in the aggregate,
materially impair the continued use and operation of the Corporation's assets in
the conduct of the Business as presently conducted, (iv) easements, covenants,
rights-of-way and other similar restrictions of record, (v) a landlord's lien;
(vi) any conditions that may be shown by a current, accurate survey or physical
inspection of any owned property made prior to Closing, (vii) Liens on
properties where the property is subject to a lease with a third party, and
(viii) (A) zoning, building and other similar restrictions, (B) Liens that have
been placed by any developer, landlord or other third party on property over
which the Corporation has easement rights and (C) unrecorded easements,
covenants, rights-of-way and other similar restrictions, none of which items set
forth on clause (vi) above, individually or in the aggregate, materially impair
the continued use and operation of the owned property in the conduct of the
Business of the Corporation as presently conducted.

     "Person" means and includes an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization or a Governmental Authority (or
any department, agency or political subdivision thereof).

     "Preferred Stock" has the meaning set forth in Section 3.4.

                                      A-6

<PAGE>

     "Private Placement Memorandum" has the meaning set forth in the definition
of the 2000 Restructuring.

     "Proceeding" means any action, suit, investigation or proceeding before any
Governmental Authority or arbitrator.

     "Promissory Note" has the meaning set forth in Section 1.2(b)(ii).

     "Purchase Price" has the meaning set forth in Section 1.2(a).

     "Purchaser" has the meaning set forth in the first paragraph of this
Agreement.

     "Qualified Plan" has the meaning set forth in Section 3.13(a).

     "Recapitalization Plan" has the meaning set forth in Section 2.2(a)(xiii).

     "Related Documents" has the meaning set forth in Section 2.2.

     "Returns" means, collectively, returns, declarations of estimated tax, tax
reports, information returns and statements relating to any Taxes with respect
to any income, assets or operations of the Corporation.

     "RLP" has the meaning set forth in Section 1.4(a)(ii).

     "Securities Act" means the Securities Act of 1933, as amended, and as the
same may be further amended, modified or supplemented from time to time, or any
successor statute, and the rules and regulations thereunder, as the same are
from time to time in effect.

     "Sellers" has the meaning set forth in the first paragraph of this
Agreement.

     "Sellers' Releases" has the meaning set forth in Section 2.2(a)(ii).

     "Statement of Annual Business RLP" has the meaning set forth in Section
1.4(a)(ii)

     "Statement of New Restaurant RLP" has the meaning set forth in Section
1.4(b)(iii)(A).

     "Stock" has the meaning set forth in the Recitals.

     "Stockholders" has the meaning set forth in the first paragraph to this
Agreement.

     "Stockholders Disclosure Schedule" has the meaning set forth in Article 4.

     "Stock Purchase Price" shall mean the aggregate portion of the Purchase
Price as is allocated by the Parties for the acquisition of the Stock.

     "Stock Purchase Rights" has the meaning set forth in Section 3.4(a)

     "Subject Properties" has the meaning set forth in the Asset Purchase and
Sale Agreement.

                                      A-7

<PAGE>

     "Subsidiary" means, with respect to any Person, any other Person of which
more than fifty percent (50%) of the capital stock or other interests entitled
to vote in the election of directors or comparable Persons performing similar
functions are at the time owned or controlled, directly or indirectly, through
one or more Subsidiaries, by such Person.

     "Target Lease" (singularly) or Target Leases (collectively) has the meaning
set forth in Section 3.7(b).

     "Tax" or "Taxes" means, with respect to any Person, any federal, state,
local, or foreign income taxes (including any tax on or based upon net income,
gross income, or income as specially defined, or earnings, profits, or selected
items of income, earnings or profits) and all gross receipts, sales, use, ad
valorem, transfer, franchise, license, withholding, payroll, employment or
windfall profits taxes, alternative or add-in minimum taxes, customs duties or
other taxes of any kind whatsoever, together with any interest and any
penalties, additions to tax or additional amounts imposed by any taxing
authority on such Person.

     "Termination Notice" has the meaning set forth in Section 1.3.

     "Third Party Claim" has the meaning set forth in Section 9.3(c).

     "Threshold Amount" has the meaning set forth in Section 9.6.

     "Transfer Taxes" has the meaning set forth in Section 6.6(b).


                                     *******


                                      A-8