EXHIBIT 10.8
                                     FORM OF

                          REGISTRATION RIGHTS AGREEMENT


         This Registration Rights Agreement (this "AGREEMENT") is made and
entered into as of __________________, by and between Steakhouse Partners, Inc.,
a Delaware corporation (the "COMPANY") and _________________ (the "PURCHASER").


         This Agreement is made pursuant to the Subscription Agreement, dated as
of the date hereof, by and between the Company and the Purchaser (the
"SUBSCRIPTION AGREEMENT"), submitted in accordance with and subject to the terms
and conditions described in the Subscription Agreement relating to the
Purchaser's subscription to purchase _____________ shares of common stock (the
"SHARES"), $0.001 par value per share (the "COMMON STOCK"), of the Company and a
warrant to purchase ____________ shares of Common Stock (the "WARRANT").


         The Company and the Purchaser hereby agree as follows:

         1. Definitions. As used in this Agreement, the following terms shall
have the following meanings:

         "COMMISSION" means the U.S. Securities and Exchange Commission.

         "COMMON STOCK" means common stock of the Company, $0.001 par value per
share.


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


         "HOLDER" or "HOLDERS" means the holder or holders, as the case may be,
from time to time of Registrable Securities (including any permitted assignee).


         "INDEMNIFIED PARTY" shall have the meaning set forth in SECTION 5(C).


         "INDEMNIFYING PARTY" shall have the meaning set forth in SECTION 5(C).


         "LOSSES" shall have the meaning set forth in SECTION 5(A).


         "PROCEEDING" means an action, claim, suit, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.


         "REGISTRABLE SECURITIES" means the Shares, the Warrant Shares and any
shares of Common Stock issued or issuable upon any stock split, dividend or
other distribution, recapitalization or similar event with respect to the
foregoing or in connection with any provisions in the Warrants.


         "RULE 144" means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.


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        "RULE 424" means Rule 424 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
Rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.


        "SECURITIES ACT" means the Securities Act of 1933, as amended.


        "SHARES" shall have the maning set forth in the Preamble hereof.


        "TRADING DAY" means (i) a day on which the Common Stock is traded on a
Trading Market on which it is listed, or (ii) if the Common Stock is not listed
on a Trading Market, a day on which the Common Stock is traded on the
over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if
trades of the Common Stock are not reported by the OTC Bulletin Board, a day on
which the Common Stock is quoted in the over-the-counter market as reported by
the National Quotation Bureau Incorporated (or any similar organization or
agency succeeding to its functions or reporting prices); provided that in the
event that the Common Stock is not listed or quoted as set forth in (i), (ii)
and (iii) hereof, then Trading Day shall mean a Business Day.


         "TRADING MARKET" means the following markets or exchanges on which the
Common Stock is listed or quoted for trading on the date in question: the
American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market
or the Nasdaq SmallCap Market.


         "WARRANT" means the Common Stock Purchase Warrant issued or issuable to
the Purchaser pursuant to the terms of the Subscription Agreement.


         "WARRANT SHARES" means the shares of Common Stock issuable upon
exercise of the Warrant.

         2. Piggyback Registrations Rights. If, at any time commencing after the
date hereof, the Company shall determine to prepare and file with the Commission
a registration statement relating to an offering for its own account or the
account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity
securities issuable in connection with stock option or other employee benefit
plans, then the Company will give written notice by registered mail, at least
thirty (30) business days prior to the filing of each such registration
statement, to the Holders of the Registrable Securities of its intention to do
so. If any Holder notifies the Company within twenty (20) days after receipt of
any such notice of its desire to include any Registrable Securities in such
proposed registration statement, the Company shall afford such Holder of the
Registrable Securities the opportunity to have any such Registrable Securities
registered under such registration statement.

         Notwithstanding the provisions of this Section 2: (i) if, at any time
after giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in connection
with such registration, the Company determines for any reason not to proceed
with such registration, the Company will be relieved of its obligation to
register any Registrable Securities in connection with such registration, and
(ii) in case of a determination by the Company to delay registration of its
securities, the Company will be permitted to delay the registration of
Registrable Securities for the same period as the delay in registering such
other securities.


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<PAGE>

        3. Registration Procedures. In connection with the filing of any
registration statement pursuant to Section 2 hereof, the Company shall:

            (a) Use its commercially reasonable efforts to cause all Registrable
Securities covered by such registration statement to be listed on each
securities exchange on which similar securities listed by the Company are then
listed.

            (b) Not less than five (5) business days prior to the filing of such
registration statement or any related prospectus or any amendment or supplement
thereto, the Company shall furnish to the Holder a draft of such registration
statement.

            (c) (i) Prepare and file with the Commission such amendments,
including post-effective amendments, to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement continuously effective as to the applicable registrable
securities set forth therin as well as the Registrable Securites; (ii) cause the
related prospectus to be amended or supplemented by any required prospectus
supplement, and as so supplemented or amended to be filed pursuant to Rule 424;
and (iii) respond to any comments received from the Commission with respect to
such registration statement or any amendment thereto.

            (d) Notify the Holders of Registrable Securities to be sold as
promptly as reasonably possible: (i)(A) when a prospectus or any prospectus
supplement or post-effective amendment to such registration statement is
proposed to be filed; (B) when the Commission notifies the Company whether there
will be a "review" of such registration statement and whenever the Commission
comments in writing on such registration statement (the Company shall upon
request provide true and complete copies thereof and all written responses
thereto to each of the Holders, subject, if appropriate, to the execution of
confidentiality agreements in form acceptable to the Company); and (C) with
respect to such registration statement or any post-effective amendment, when the
same has become effective; (ii) of any request by the Commission or any other
federal or state governmental authority during the period of effectiveness of
such registration statement for amendments or supplements to such registration
statement or prospectus or for additional information; (iii) of the issuance by
the Commission or any other federal or state governmental authority of any stop
order suspending the effectiveness of such registration statement covering any
or all of the Registrable Securities or the initiation of any Proceedings for
that purpose; (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the
initiation or threatening of any Proceeding for such purpose; and (v) of the
occurrence of any event or passage of time that makes the financial statements
included in such registration statement ineligible for inclusion therein or any
statement made in such registration statement or prospectus or any document
incorporated or deemed to be incorporated therein by reference untrue in any
material respect or that requires any revisions to such registration statement,
prospectus or other documents so that, in the case of the registration statement
or the prospectus, as the case may be, it will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.




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<PAGE>

            (e) Use its best efforts to avoid the issuance of, or, if issued,
obtain the withdrawal of (i) any order suspending the effectiveness of such
registration statement, or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment.

            (f) Promptly deliver to each Holder no later than five (5) business
days after the effectiveness date of such registration statement, without
charge, two (2) copies of the prospectus or prospectuses (including each form of
prospectus) and each amendment or supplement thereto (and, upon the request of
the Holder such additional copies as such Persons may reasonably request in
connection with resales by the Holder of Registrable Securities). The Company
hereby consents to the use of such prospectus and each amendment or supplement
thereto by the Holder in connection with the offering and sale of the
Registrable Securities covered by such prospectus and any amendment or
supplement thereto, except after the giving of any notice pursuant to SECTION
3(C).

            (g) Prior to any resale of Registrable Securities by a Holder, use
its best efforts to register or qualify or cooperate with the selling Holders in
connection with the registration or qualification (or exemption from the
registration or qualification) of such Registrable Securities for the resale by
the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep such
registration or qualification (or exemption therefrom) effective during the
effectiveness period and to do any and all other acts or things reasonably
necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by the Registration Statement; provided, however, that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so subject or file a
general consent to service of process in any such jurisdiction.

            (h) Upon the occurrence of any event contemplated by SECTION
3(D)(V), as promptly as reasonably possible, prepare a supplement or amendment,
including a post-effective amendment, to such registration statement or a
supplement to the related prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, neither such registration statement nor such
prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

            (i) Use its best efforts to comply with all applicable rules and
regulations of the Commission relating to the registration of the Registrable
Securities pursuant to such registration statement or otherwise.

            (j) The Company agrees that the Selling Shareholder Questionnaire
attached hereto as EXHIBIT A, satisfies all of the information required to be
provided by each Holder in connection with such registration statement. The
Company shall not be required to include any Holder that does not complete, date
and execute a Selling Shareholder Questionnaire.


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<PAGE>

            (k) The Company covenants that it shall file the reports required to
be filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder so long as the Holder owns any
Registrable Securities; provided, however, the Company may delay any such filing
but only pursuant to Rule 12b-25 under the Exchange Act, and the Company shall
take such further reasonable action as the Holder may reasonably request
(including, without limitation, promptly obtaining any required legal opinions
from Company counsel necessary to effect the sale of Registrable Securities
under Rule 144 and paying the related fees and expenses of such counsel), all to
the extent required from time to time to enable such Holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the Commission. Upon the request of any Holder of
Registrable Securities, the Company will deliver to such Holder a written
statement as to whether it has complied with such requirements.

        4. Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company, other than fees and expenses of counsel or any other advisor
retained by the Holders and discounts and commissions with respect to the sale
of any Registrable Securities by the Holders. The fees and expenses referred to
in the foregoing sentence shall include, without limitation, (i) all
registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with the Trading Market on which
the Common Stock is then listed for trading, and (B) in compliance with
applicable state securities or Blue Sky laws), (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other Persons retained by the
Company in connection with the consummation of the transactions contemplated by
this Agreement.

         5. Indemnification

            a. Indemnification by the Company. The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
the Holder, the officers, directors, agents and employees of it, each Person who
controls the Holder (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) and the officers, directors, agents and
employees of each such controlling Person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable attorneys' fees)
and expenses (including the cost (including without limitation, reasonable
attorneys' fees) and expenses relating to an Indemnified Party's actions to
enforce the provisions of this SECTION 5) (collectively, "LOSSES"), as incurred,
to the extent arising out of or relating to any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading,






                                       5
<PAGE>

except to the extent, but only to the extent, that (1) such untrue statements or
omissions are based solely upon information regarding such Holder furnished (or
in the case of an omission, not furnished) in writing to the Company by or on
behalf of such Holder expressly for use therein, or to the extent that such
information relates to such Holder or such Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto
(it being understood that the Holder has approved Annex A hereto for this
purpose), (2) in the case of an occurrence of an event of the type specified in
SECTION 3(C)(II)-(V), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated or defective and prior to the receipt by such Holder of
the Advice contemplated in SECTION 6(D), or (3) the failure of the Holder to
deliver a prospectus prior to the confirmation of a sale. The Company shall
notify the Holders promptly of the institution, threat or assertion of any
Proceeding of which the Company is aware in connection with the transactions
contemplated by this Agreement.

            b. Indemnification by Holder. The Holder shall indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, to the extent arising
out of or based upon: (x) the Holder's failure to comply with the prospectus
delivery requirements of the Securities Act or (y) any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, any
Prospectus, or any form of prospectus, or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading (i) to the extent, but
only to the extent, that such untrue statement or omission is contained in any
information so furnished (or in the case of an omission, not furnished) in
writing by or on behalf of such Holder to the Company specifically for inclusion
in the Registration Statement or such Prospectus or (ii) to the extent that (1)
such untrue statements or omissions are based solely upon information regarding
such Holder furnished (or in the case of an omission, not furnished) in writing
to the Company by or on behalf of such Holder expressly for use therein, or to
the extent that such information relates to such Holder or such Holder's
proposed method of distribution of Registrable Securities, such Prospectus or
such form of Prospectus or in any amendment or supplement thereto, or (2) in the
case of an occurrence of an event of the type specified in SECTION 3(C)(II)-(V),
the use by such Holder of an outdated or defective Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated or defective
and prior to the receipt by such Holder of the Advice contemplated in SECTION
6(B), or (3) the failure of the Holder to deliver a Prospectus prior to the
confirmation of a sale. In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the Subscription Amount
paid by the Holder in the Subscription Agreement.

            c. Conduct of Indemnification Proceedings. If any Proceeding shall
be brought or asserted against any Person entitled to indemnity hereunder (an
"INDEMNIFIED PARTY"), such Indemnified Party shall promptly notify the Person
from whom indemnity is sought (the "INDEMNIFYING PARTY") in writing, and the
Indemnifying Party shall have the right to





                                       6
<PAGE>

assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any
Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only)
to the extent that such failure shall have materially prejudiced the
Indemnifying Party.


        An Indemnified Party shall have the right to employ separate counsel in
any such Proceeding and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Party or
Parties unless: (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall have been advised by counsel that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and the reasonable fees and expenses of one
separate counsel for all Indemnified Parties in any matters related on a factual
basis shall be at the expense of the Indemnifying Party). The Indemnifying Party
shall not be liable for any settlement of any such Proceeding affected without
its written consent, which consent shall not be unreasonably withheld. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding.


        All reasonable fees and expenses of the Indemnified Party (including
reasonable fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within ten (10) Trading Days of written notice thereof to the
Indemnifying Party; provided, that the Indemnified Party shall promptly
reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is not entitled to
indemnification hereunder, determined based upon the relative faults of the
parties.

            d. Contribution. If a claim for indemnification under Section 5(a)
or Section 5(b) is unavailable to an Indemnified Party (by reason of public
policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such
Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party and
Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the
parties' relative intent, knowledge,




                                       7
<PAGE>

access to information and opportunity to correct or prevent such action,
statement or omission. The amount paid or payable by a party as a result of any
Losses shall be deemed to include, subject to the limitations set forth in
SECTION 5(C), any reasonable attorneys' or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.

        The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this SECTION 5(D), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, except in the case of fraud by
such Holder.

        The indemnity and contribution agreements contained in this Section are
in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

        6. Miscellaneous.

            a. Compliance. The Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it in connection with sales of Registrable Securities pursuant to the
Registration Statement.

            b. Discontinued Disposition. The Holder agrees by its acquisition of
such Registrable Securities that, upon receipt of a notice from the Company of
the occurrence of any event of the kind described in Section 3(c), such Holder
will forthwith discontinue disposition of such Registrable Securities under the
Registration Statement until such Holder's receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the "ADVICE") by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph.

            c. Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same shall be in writing and signed by the Company
and each Holder of the then outstanding Registrable Securities.

            d. Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earliest of (i) the Trading Day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (ii) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be
delivered and addressed as set forth in the Subscription Agreement.


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<PAGE>

            e. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of the Holder.

            f. Execution. By execution of each applicable Subscription
Agreement, the Purchaser agrees to all terms and conditions set forth in this
Agreement as if the Purchaser had executed this Agreement directly.

            g. Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York without regard to
the conflicts of laws principles thereof. The parties hereto hereby irrevocably
agree that any suit or proceeding arising directly and/or indirectly pursuant to
or under this Agreement, shall be brought solely in a federal or state court
located in the City, County and State of New York. By its execution hereof, the
parties hereby covenant and irrevocably submit to the in personam jurisdiction
of the federal and state courts located in the City, County and State of New
York and agree that any process in any such action may be served upon any of
them personally, or by certified mail or registered mail upon them or their
agent, return receipt requested, with the same full force and effect as if
personally served upon them in New York City. The parties hereto waive any claim
that any such jurisdiction is not a convenient forum for any such suit or
proceeding and any defense or lack of in personam jurisdiction with respect
thereto. In the event of any such action or proceeding, the party prevailing
therein shall be entitled to payment from the other party hereto of its
reasonable counsel fees and disbursements.

            h. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.

            i. Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            j. Remedies. In the event of a breach by the Company or by a Holder,
of any of their obligations under this Agreement, each Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.



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<PAGE>

        IN WITNESS WHEREOF, the undersigned has executed this Registration
Rights Agreement, on behalf of the Company as of the date first written above.







                                              STEAKHOUSE PARTNERS, INC


                                              By:
                                                 ------------------------------
                                                 Name:  A. Stone Douglass
                                                 Title:  President





              SEE OMNIBUS SIGNATURE PAGE FOR PURCHASER'S SIGNATURE










                                       10
<PAGE>

                                     ANNEX A

                              PLAN OF DISTRIBUTION

        The holders of Registrable Securities (the "SELLING STOCKHOLDERS") and
any of their pledgees, assignees and successors-in-interest may, from time to
time, sell any or all of their shares of Common Stock on any stock exchange,
market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. The Selling
Stockholders may use any one or more of the following methods when selling
shares:

         o        ordinary brokerage transactions and transactions in which the
                  broker/dealer solicits purchasers;

         o        block trades in which the broker/dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

         o        purchases by a broker/dealer as principal and resale by the
                  broker/dealer for its account;

         o        an exchange distribution in accordance with the Rules of the
                  applicable exchange;

         o        privately negotiated transactions;

         o        settlement of short sales;

         o        broker/dealers may agree with the Selling Stockholders to sell
                  a specified number of such shares at a stipulated price per
                  share;

         o        a combination of any such methods of sale; and

         o        any other method permitted pursuant to applicable law.

        The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

        Broker/dealers engaged by the Selling Stockholders may arrange for other
brokers/dealers to participate in sales. Broker/dealers may receive commissions
from the Selling Stockholders (or, if any broker/dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
Selling Stockholders do not expect these commissions to exceed what is customary
in the types of transactions involved.

        The Selling Stockholders may from time to time pledge or grant a
security interest in some or all of the shares of common stock owned by them
and, if they default in the performance of their secured obligations, the
pledgees or secured parties may offer and sell the shares of common stock from
time to time under this prospectus, or under an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933
amending the list of Selling Stockholders to include the pledgee, transferee or
other successors in interest as Selling Stockholders under this prospectus.


<PAGE>

        The Selling Stockholders and any broker/dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker/dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions under the Securities Act. The Selling Stockholders have informed the
Company that it does not have any agreement or understanding, directly or
indirectly, with any person to distribute the Common Stock.

        The Company is required to pay all fees and expenses incident to the
registration of the shares. The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.




<PAGE>




EXHIBIT A

                        SELLING STOCKHOLDER QUESTIONNAIRE


Steakhouse Partners, Inc.
10200 Willow Creek Road
San Diego, CA 92131

Ladies and Gentlemen:

        I acknowledge that I am a holder of securities of Steakhouse Partners,
Inc. (the "COMPANY"). I understand that I will be named as a selling stockholder
in the prospectus that forms a part of the registration statement on Form S-1
that the Company will file with the Securities and Exchange Commission to
register under the Securities Act of 1933, as amended, the securities I expect
to sell. The Company will use the information that I provide in this
Questionnaire to ensure the accuracy of the registration statement and the
prospectus.

--------------------------------------------------------------------------------
                          PLEASE ANSWER EVERY QUESTION.
  IF THE ANSWER TO ANY QUESTION IS "NONE" OR "NOT APPLICABLE," PLEASE SO STATE.
--------------------------------------------------------------------------------

1.      NAME. Type or print your name exactly as it should appear in the
        Registration Statement.


2.      CONTACT INFORMATION. Provide the address, telephone number and fax
        number where you can be reached during business hours.

        Address:
                -------------------------------------------------------------

                -------------------------------------------------------------

        Phone:
                -------------------------------------------------------------

        Fax:
                -------------------------------------------------------------

3.      RELATIONSHIP WITH THE COMPANY. Describe the nature of any position,
        office or other material relationship you have had with the Company
        during the past three years.


4.      ORGANIZATIONAL STRUCTURE. Please indicate or (if applicable) describe
        how you are organized.

        (a) Are you a natural person?                           |_| Yes  |_| No
        (IF SO, PLEASE MARK THE BOX AND SKIP TO QUESTION 5)

        (b) Are you a reporting company under the 1934 Act?     |_| Yes  |_| No
         (IF SO, PLEASE MARK THE BOX AND SKIP TO QUESTION 5)


<PAGE>

        (c) Are you a majority-owned subsidiary of a reporting company under the
           1934 Act?                                            |_| Yes |_| No
        (IF SO, PLEASE MARK THE BOX AND SKIP TO QUESTION 5)

        (d) Are you a registered investment fund under the
        1940 Act?                                               |_| Yes |_| No
        (IF SO, PLEASE MARK THE BOX AND SKIP TO QUESTION 5)

If you have answered "no" to all of the foregoing questions, please describe:
(i) the exact legal description of your entity (e.g., corporation, partnership,
limited liability company, etc.); (ii) whether the legal entity so described is
managed by another entity and the exact legal description of such entity (repeat
this step until the last entity described is managed by a person or persons,
each of whom is described in any one of (a) through (d) above), (iii) the names
of each person or persons having voting and investment control over the
Company's securities that the entity owns (e.g., director(s), general
partner(s), managing member(s), etc.).

Legal Description of Entity:
                            ----------------------------------------------------

Name of Entity(ies) Managing Such Entity (if any):
                                                  ------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Name of Entity(ies) Managing such Entity(ies) (if any):
                                                       -------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Name(s) of Natural Persons Having Voting or Investment
Control Over the Shares Held by such Entity(ies):
                                                 -------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

5.      OWNERSHIP OF THE COMPANY'S SECURITIES. This question covers your
        beneficial ownership of the Company's securities. Please consult the
        Appendix A to this Questionnaire for information as to the meaning of
        "beneficial ownership." State the number of shares of the Company's
        common stock that you beneficially owned as of the date this
        Questionnaire is signed:

               No. of Shares of Stock
                                     -------------------------------------------

6.      ACQUISITION OF SHARES. Please describe below the manner in which you
        acquired your shares of Common Stock of the Company including, but not
        limited to, the date, the name and address of the seller(s), the
        purchase price and pursuant to which documents (the "ACQUISITION
        DOCUMENTS"). Please forward such documents used to acquire your shares
        as provided below.



<PAGE>

7.      PLAN OF DISTRIBUTION. I have reviewed the proposed "Plan of
        Distribution" attached to this Registration Rights Agreement as ANNEX A,
        and agree that the statements contained therein reflect my intended
        method(s) of distribution or, to the extent these statements are
        inaccurate or incomplete, I have communicated in writing to one of the
        parties listed above my signature on page 6 any changes to the proposed
        "Plan of Distribution" that are required to make these statements
        accurate and complete. |_| (PLEASE CHECK THE BOX IF YOU HAVE MADE ANY
        CHANGES TO APPENDIX B)

8.      RELIANCE ON RESPONSES. I acknowledge and agree that the Company and its
        legal counsel shall be entitled to rely on my responses in this
        Questionnaire in all matters pertaining to the registration statement
        and the sale of any shares of common stock of the Company pursuant to
        the registration statement.

9.      NASD. NASD, Inc. ("NASD") may request, in connection with their review
        of the Registration Statement and Prospectus under the Securities Act of
        1933, as amended, that the Company inform them of the names of all
        persons who purchased securities from the Company, together with any
        affiliations with the NASD of such purchasers. In order to aid the
        Company in responding to such request, the undersigned furnishes the
        following information:

        PART A: DETERMINATION OF RESTRICTED PERSON STATUS:

           PLEASE CHECK ALL APPROPRIATE CATEGORIES.

               The undersigned is:

                  ___ (i) a broker-dealer;

                  ___ (ii) an officer, director, general partner, associated
                      person1 or employee of a broker-dealer (other than a
                      limited business broker-dealer)2;
                  ___ (iii) an agent of a broker-dealer (other than a limited
                      business broker-dealer) that is engaged in the investment
                      banking or securities business;

                  ___ (iv) an immediate family member3 of a person described in
                      (ii) or (iii) above. Under certain circumstances, if the
                      undersigned checks this category, he/she/it may be able to
                      participate in New Issue investments. The Company may
                      request additional information in order to determine the
                      eligibility of the undersigned under this Restricted
                      Person category;

                  ___ (v) a finder or any person acting in a fiduciary capacity
                      to a managing underwriter, including, but not limited to,
                      attorneys, accountants and financial consultants;

---------------------------
1 A person "associated with" a broker-dealer includes any natural person engaged
in the investment banking or securities business who is directly or indirectly
controlling or controlled by a broker-dealer, any partner, director, officer or
sole proprietor of a broker-dealer.

2 A limited business broker-dealer is any broker-dealer whose authorization to
engage in the securities business is limited solely to the purchase and sale of
investment company/variable contracts securities and direct participation
program securities.

3 The term "Immediate family" includes the lnvestor's: (i) parents, (ii)
mother-in-law or father-in-law. (iii) husband or wife, (iv) brother or sister,
(v) brother-in-law or sister-in-law, (vi) son-in-law or daughter-in-law, (vii)
children, and (viii) any other person who is supported, directly or indirectly,
to a material extent by an officer, director, general partner, employee, agent
of a broker-dealer or person associated with a broker-dealer.


<PAGE>

                  ___ (vi) a person who has authority to buy or sell securities
                      for a bank, savings and loan institution, insurance
                      company, investment company, investment advisor or
                      collective investment account4 (including a private
                      investment vehicle such as a hedge fund or an offshore
                      fund);

                  ___ (vii) an immediate family member of a person described in
                      (v) or (vi) above who materially supports5, or receives
                      material support from, the undersigned;


                  ___ (viii) a person listed or required to be listed in
                      Schedule A, B or C of a Form BD (other than with respect
                      to a limited business broker-dealer), except persons whose
                      listing on Schedule A, B or C is related to a person
                      identified by an ownership code of less than 10% on
                      Schedule A;

                  ___ (ix) a person that (A) directly or indirectly owns 10% or
                      more of a public reporting company listed, or required to
                      be listed, in Schedule A of a Form BD or (B) directly or
                      indirectly owns 25% or more of a public reporting company
                      listed, or required to be listed in Schedule B of a Form
                      BD, in each case (A) or (B), other than a reporting
                      company that is listed on a national securities exchange
                      or is traded on the Nasdaq National Market, or other than
                      with respect to a limited business broker/dealer;

                  ___ (x) an immediate family member of a person described in
                      (viii) or (ix) above. Under certain circumstances, if the
                      undersigned places a check next to this category,
                      he/she/it may be able to participate in New Issue
                      investments. The Company may request additional
                      information in order to determine the eligibility of the
                      undersigned under this Restricted Person category;

                  ___ (xi) any entity (including a corporation, partnership,
                      limited liability company, trust or other entity) in which
                      any person or persons listed in (i)-(x) above has a
                      beneficial interest6; or

                  ___ Noneof the above categories apply and the undersigned is
                      eligible to participate in New Issue securities.

PART B:  DETERMINATION OF EXEMPTED ENTITY STATUS:

        The undersigned  is:

                  ___ (i) a publicly-traded entity (other than a broker-dealer
                      or an affiliate of a broker-dealer, where such
                      broker-dealer is authorized to engage in the public
                      offering of New Issues either as a selling group member or
                      underwriter) that is listed on a national securities
                      exchange or traded on the Nasdaq National Market or is a
                      foreign issuer whose securities meet the quantitative
                      designation criteria for listing on a national securities
                      exchange or trading on the Nasdaq National Market;

                  ____(ii) an investment company registered under the
                      Investment Company Act of 1940, as amended;


-----------------------
4 A "collective investment account" is any hedge fund, investment corporation,
or any other collective investment vehicle that is engaged primarily in the
purchase and/or sale of securities. investment clubs (groups of individuals who
pool their money to invest in stock or other securities and who are collectively
responsible for making investment decisions) and family investment vehicles
(legal entities that are beneficially owned solely by immediate family members
(as defined above)) are not considered collective investment accounts.

5 The term "material" support" means directly or indirectly providing more than
25% of a person's income in the prior calendar year or living in the same
household with a member of one's Immediate family.

6 The term `beneficial interest" means any economic interest such as the right
to share in gains or losses. The receipt of a management or performance based
fee for operating a collective investment account, or other fee for acting in a
fiduciary capacity, is not considered a beneficial interest in the account;
however, if such fee is subsequently invested into the account (as a deferred
fee arrangement or otherwise), it is considered a beneficial interest in that
account.




<PAGE>

                  ____(iii) a corporation, partnership, limited liability
                      company, trust or any other entity (including a private
                      investment vehicle such as a hedge fund or an offshore
                      fund, or a broker-dealer organized as an investment
                      partnership) and

                             (A) the beneficial interests of Restricted Persons
                             do not exceed in the aggregate 10% of such entity;
                             or

                             (B) such entity limits participation by Restricted
                             Persons to not more than 10% of the profits and
                             losses of New Issues;

                  ____ (iv)  an investment company organized under the laws of a
                       foreign jurisdiction and

                             (A) the investment company is listed on a foreign
                             exchange or authorized for sale to the public by a
                             foreign regulatory authority; and

                             (B) no person owning more than 5% of the shares of
                             the investment company is a Restricted Person;

                  ____(v) (A) an employee benefits plan under the U.S. Employee
                      Retirement Income Security Act of 1974, as amended, that
                      is qualified under Section 401(a) of the Internal Revenue
                      Code of 1986, as amended (the "CODE") and such plan is not
                      sponsored solely by a broker-dealer, (B) a state or
                      municipal government benefits plan that is subject to
                      state and/or municipal regulation or (C) a church plan
                      under Section 414(e) of the Code;

                  ___ (vi)a tax exempt charitable  organization  under Section
                      501(c)(3) of the Code;

                  ___ (vii) a common trust fund or similar fund as described in
                      Section 3(a)(12)(A)(iii) of the Securities Exchange Act of
                      1934, as amended, and the Company

                             (A) has investments from 1,000 or more accounts,
                             and

                             (B) does not limit beneficial interests in the
                             Company principally to trust accounts of Restricted
                             Persons; or

                  ___ (viii) an insurance company  general, separate or
                       investment  account and

                             (A) the account is funded by premiums from 1,000 or
                             more policyholders, or, if a general account, the
                             insurance company has 1,000 or more policyholders,
                             and

                             (B) the insurance company does not limit the
                             policyholders whose premiums are used to fund the
                             account principally to Restricted Persons, or, if a
                             general account, the insurance company does not
                             limit its policyholders principally to Restricted
                             Persons.

                                          *     *     *


<PAGE>



Please acknowledge that your answers to the foregoing questions are true and
correct to the best of your information and belief by signing and dating this
Questionnaire where indicated below. Please return the completed executed
questionnaire VIA FAX to Littman Krooks LLP, 655 Third Avenue, New York, N.Y.
10017 facsimile 212-490-2990, attention of Mitchell C. Littman AS SOON AS
POSSIBLE.

If at any time you discover that your answer to any question was inaccurate, or
if any event occurring after your completion hereof would require a change in
your answer to any questions, please immediately contact Littman Krooks LLP, 655
Third Avenue, New York, N.Y. 10017 telephone 212-490-2990, attention Mitchell C.
Littman, Esq.





Date:                                ---------------------------------------
                                       (Print name of selling stockholder)

                                     By:
                                        ------------------------------------
                                                        (Signature)

                                     Name:
                                        ------------------------------------
                                                        (Print name)

                                     Title:
                                        ------------------------------------

<PAGE>






                                            APPENDIX A

1.      DEFINITION OF "BENEFICIAL OWNERSHIP"

       (a)    A "Beneficial Owner" of a security includes any person who,
              directly or indirectly, through any contract, arrangement,
              understanding, relationship or otherwise has or shares:

               (1)    Voting power which includes the power to vote, or to
                      direct the voting of, such security; and/or

               (2)    Investment power which includes the power to dispose, or
                      direct the disposition of, such security.

              Please note that either voting power or investment power, or
              both, is sufficient for you to be considered the beneficial owner
              of shares.

       (b)    Any person who, directly or indirectly, creates or uses a trust,
              proxy, power of attorney, pooling arrangement or any other
              contract, arrangement or device with the purpose or effect of
              divesting such person of beneficial ownership of a security or
              preventing the vesting of such beneficial ownership as part of a
              plan or scheme to evade the reporting requirements of the federal
              securities acts shall be deemed to be the beneficial owner of such
              security.

       (c)    Notwithstanding the provisions of paragraph (a), a person is
              deemed to be the "beneficial owner" of a security, if that person
              has the right to acquire beneficial ownership of such security
              within 60 days, including but not limited to any right to acquire:
              (A) through the exercise of any option, warrant or right; (B)
              through the conversion of a security; (C) pursuant to the power to
              revoke a trust, discretionary account or similar arrangement; or
              (D) pursuant to the automatic termination of a trust,
              discretionary account or similar arrangement; provided, however,
              any person who acquires a security or power specified in
              paragraphs (A), (B) or (C) above, with the purpose or effect of
              changing or influencing the control of the issuer, or in
              connection with or as a participant in any transaction having such
              purpose or effect, immediately upon such acquisition shall be
              deemed to be the beneficial owner of the securities which may be
              acquired through the exercise or conversion of such security or
              power.