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Exhibit 10.1    
    


December    ,
2005 


Restaurant
Acquisition Partners, Inc.

5950 Hazeltine National Drive, Suite 290

Orlando, FL 32822 


Capital
Growth Financial, LLC

225 NE Mizner Boulevard, Suite 750

Boca Raton, FL 33432 


Re:
Initial Public Offering 


Ladies
and Gentlemen: 


        The
undersigned officer, director and stockholder of Restaurant Acquisition Partners, Inc. (the "Company"), in consideration of
Capital Growth Financial, LLC ("CGF") consummating the transactions contemplated by the underwriting agreement dated as of
December            ,
2005 between the Company and CCF (the "Underwriting Agreement") relating to the Company's initial public offering
("IPO"), hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof): 



        1.     If
the Company solicits approval of its stockholders of an Initial Transaction, the undersigned will vote all Insider Shares owned by him (and all shares of Company
Common Stock acquired by him in the IPO or in the aftermarket) in accordance with the majority of the votes cast by the holders of the IPO Shares. 


        2.     The
undersigned will escrow his Insider Shares until three years after the date of the final prospectus relating to the IPO (the "Prospectus"), subject to the terms of a
Stock Escrow Agreement which the Company will enter into with the undersigned and Continental Stock Transfer & Trust Company as escrow agent. 



        3.     If
the Company fails to consummate an Initial Transaction within 18 months from the initial closing of the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO (the "Prospectus")), the undersigned will take all reasonable actions within his power to cause the Company to liquidate as soon as reasonably
practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind ("Claim") in or to any distribution of the amount on
deposit in the trust account at JPMorgan Chase (as described in the Prospectus) with respect to his Insider Shares and waives any Claim the undersigned may have in the future as a result of, or
arising out of, any contracts or agreements with the Company to or against the trust account and will not seek recourse against the trust account for any reason whatsoever, in each case except in
connection with exercising his rights with respect to any shares of Company common stock acquired by him in the IPO or in the aftermarket. Each of the undersigned (severally and not jointly) agrees to
indemnify and hold harmless the Company against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably paid
in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which the Company may become subject to as a result of any claim by any vendor
that is owed money by the Company for services rendered or products sold (the "Loss") but only to the extent necessary to ensure that the Loss does not
reduce the amount in the trust account; provided, however, that each of the undersigned shall only be liable (severally and not jointly) for thirty-three and one-third percent of the total
Loss. Nothing contained herein shall be construed to suggest that the undersigned may be held personally liable for any loss, liability claims, damage or expense which the Company may become subject
to as a result of any claim by a prospective target if an Initial Transaction is not consummated with that prospective target, or for claims from any entity other than vendors. 








 




        4.     In
order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration,
prior to presentation to any other person or entity, any suitable opportunity which may reasonably be required to be presented to the Company under Delaware law, until the earliest of the consummation
by the Company of an Initial Transaction, the liquidation of the Company and such time as the undersigned ceases to be an officer of the Company, subject to any pre-existing fiduciary
obligations the undersigned might have. 


        5.     The
undersigned acknowledges and agrees that the Company will not consummate any Initial Transaction which involves a company which is affiliated with any of the Insiders
unless the Company
obtains an opinion from an independent investment banking firm that the Initial Transaction is fair to the Company's stockholders from a financial point of view. 


        6.     Neither
the undersigned, any member of the family of the undersigned or any affiliate of the undersigned will be entitled to receive or accept a finder's fee or any other
compensation in the event the undersigned, any member of the family of the undersigned or any affiliate of the undersigned originates an Initial Transaction. 



        7.     The
undersigned (other than Mr. Creed) intends to devote a minimum of thirty three percent of his business time each month on pursuing the Initial Transaction. The
undersigned's biographical information furnished to the Company and CGF is true and accurate in all respects, does not omit any material information with respect to the undersigned's background and
contains all of the information required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned's
Questionnaires furnished to the Company and CGF are true and accurate in all respects. The undersigned represents and warrants that: 



        (a)   he
is not subject to or a respondent in any legal action for, any injunction cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any jurisdiction; 


        (b)   he
has never been convicted of or pleaded guilty to any crime (i) involving any fraud, (ii) relating to any financial transaction or handling of funds of
another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and 



        (c)   he
has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or
registration denied, suspended or revoked. 




        8.     The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to serve as an executive officer
and director of the Company as contemplated by the Prospectus. 


        9.     Neither
the undersigned, any member of the family of the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation
for services rendered to the Company prior to the consummation of the Initial Transaction; provided that commencing on the Effective Date, Pacific Ocean Restaurants ("Related
Party"), shall be allowed to charge the Company a portion of Related Party's overhead, $7,500 per month, to compensate it for certain limited administrative, technology and
secretarial services, as well as the use of certain limited office space located at 5950 Hazeltine National Drive, Suite 290, Orlando, Florida 32822, that it will provide to the Company. Related Party
and the undersigned shall also be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with activities on the Company's behalf,
including, without limitation, seeking, performing due diligence on and consummating an Initial Transaction. 



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        10.   The
undersigned authorizes any employer, financial institution or consumer credit reporting agency to release to CGF and its legal representatives or agents (including
any investigative search firm retained by CGF) any information they may have about the undersigned's background and finances ("Information"), purely for
the purposes of the Company's IPO (and shall thereafter hold such information confidential). Neither CGF nor its agents shall be violating the undersigned's right of privacy in any manner in
requesting and obtaining the Information and the undersigned hereby releases them from liability for any damage whatsoever in that connection. 


        11.   As
used herein, (i) an "Initial Transaction" shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition or other similar business
combination of one or more operating business or businesses, or a series of such transactions, that has a fair market value of at least 80% of the Company's net worth at the time of such transaction;
(ii) "Insiders" shall mean all officers, directors and stockholders of the Company immediately prior to the IPO; (iii) "Insider Shares" shall mean all of the shares of Common Stock of
the Company owned by an Insider prior to the IPO and (iv) "IPO Shares" shall mean the shares of Common Stock issued in the Company's IPO. 



[Remainder
of Page Intentionally Left Blank.] 


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        IN
WITNESS WHEREOF, the undersigned has executed this Letter Agreement as of the date first written above. 



	

 	
 	

 Name: [Chistopher R. Thomas][Clyde E. Culp III][John Creed]




[SIGNATURE
PAGE TO LETTER AGREEMENT] 


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Exhibit 10.1