Exhibit 10.51


    
      

    

     

    
      	 	
               EXHIBIT
                10.51

            


    

     

    May
      15,
      2006

    


    Mr.
      Stuart K. Gee

    8052
      E
      Kael Street

    Mesa,
      Arizona 85207

    


    Dear
      Stuart, 

    


     

    On
      behalf
      of MAIN STREET RESTAURANT GROUP, INC (MSRG). I am pleased to summarize your
      compensation agreement as Chief Operating Officer.

    


    The
      term
      of this agreement is two (2) years commencing on May 1, 2006 and ending on
      April
      1, 2008. Your annual salary for 2006 will be at an annual rate of $200,000
      (payable bi-weekly in the normal payroll practices of MSRG). Compensation for
      the year 2006 and 2007 is to be determined and agreed to by the Compensation
      Committee of the Board of Directors. 

    


    Additionally,
      this agreement provides for you to continue your participation in the Company’s
      performance bonus, stock option and restricted stock grant programs.


    


    BONUS

    


    Earned
      Bonus compensation is determined as a percentage of base compensation, measured
      by meeting EBITDA (Cash flow) Targets as follows:

    


    
      	 	
              Ø

            	
              30%
                bonus if Main Street meets last year’s EBITDA
                target

            


    

    
      	 	
              Ø

            	
              45%
                bonus if Main Street meets Budgeted EBITDA
                target

            


    

    
      	 	
              Ø

            	
              60%
                bonus maximum if Main Street exceeds budgeted EBITDA by the difference
                of
                budgeted EBITDA and last year’s actual
                EBITDA

            


    

    


    By
      way of
      example only for the bonus computation, if last year’s EBITDA is $10.0 million
      and the current year Budgeted EBITDA target is $12.5 million, then the following
      bonus percentage would apply to the base compensation if the actual EBITDA
      is as
      follows:


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    


    
      	
              $10.0
                million

            	 	
              30%

            	 	
              Achieving
                last year’s EBITDA

            
	
              $11.0
                million

            	 	
              36%

            	 	
              1.0
                m / 2.5 m times 15%

            
	
              $12.5
                million

            	 	
              45%

            	 	
              Achieving
                target EBITDA

            
	
              $13.0
                million

            	 	
              48%

            	 	
              .5
                m / 2.5 m times 15%

            
	
              $15.5
                million

            	 	
              60%

            	 	
              Maximum
                % that can be earned

            


    

    


    STOCK
      OPTIONS OR RESTRICTED STOCK

     

    Stock
      Options

     

    Stock
      option grants for the year 2006 and 2007 will be determined and agreed to by
      the
      compensation committee of the board of directors. The option price for all
      options will be the market price on the date of approval and grant by the
      compensation committee of the board of directors.

    


    Restricted
      Stock Grants

    


    Restricted
      stock unit grants for the year 2006 and 2007 will be determined and agreed
      to by
      the compensation committee of the board of directors.

    


    BENEFITS

    


    You
      will
      be eligible for the standard employee health and welfare package in addition
      to
      an annual, company-paid executive physical, company-paid executive life
      insurance, participation in the company’s 401(K) program, deferred compensation
      program and executive change of control program. 

    


    SEVERANCE
      UPON TERMINATION WITHOUT CAUSE 

    


    If
      you
      are terminated without cause you will be eligible to receive severance as
      outlined by the company’s current, then existing severance policy.

    


    CHANGE
      IN CONTROL

    


    In
      the
      event of a Change of Control (an event where the control of MSRG becomes vested
      in stockholders different than those who control today), you will become
      eligible to participate in the company’s current, then existing, executive
      change of control policy.

    


    This
      contract supersedes any other promises, offers or previous contracts or
      agreements. 



    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    Stuart,
      on behalf of the Company and Board of Directors I would like to congratulate
      you
      on the progress you have made with the company in the short time you have been
      its Executive VP of Operations and wish you the best of luck in continuing
      this
      adventure with Main Street. We believe that you have made a substantial
      contribution to the organization and will direct the company to achieving our
      present and future goals. 

    


    Sincerely,

    


    
      	
              /s/
                William G. Shrader

            	 


    

    


    William
      G. Shrader

    


    President
      and CEO

    Main
      Street Restaurant Group, Inc.

     

    


    AGREED
      TO AND ACKNOWLEDGED BY:

    


    


    
      	
              /s/
                Stuart Gee

            	 	
              5/15/06

            	 
	
              Stuart
                Gee

            	 	
              Date

            	 


    

    


    


    
      	
              ***-**-****

            	 
	
              Social
                Security Number

            	 


    

     

     

    -3-