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Exhibit 10.4  


 
  STOCK ESCROW AGREEMENT    
    



        STOCK ESCROW AGREEMENT, dated as of            , 2005 ("Agreement"), by
and among Restaurant Acquisition
Partners, Inc., a Delaware corporation (the "Company"), Christopher R. Thomas, John M. Creed and Clyde E. Culp III (collectively
"Initial Stockholders") and Continental Trust & Transfer Company, a            corporation ("Escrow
Agent"). 


        WHEREAS,
the Company has entered into an Underwriting Agreement, dated December    , 2005 ("Underwriting Agreement") with
Capital Growth Financial, LLC ("CGF") acting as the representative of the underwriters (the
"Underwriter"), pursuant to which, among other matters, the Underwriter has agreed to purchase 4,000,000 units
("Units") of the Company. Each Unit consists of one share of the Company's Common Stock, par value $.0001 per share, and two Warrants, each Warrant to
purchase one share of Common Stock, all as more fully described in the Company's Registration Statement, No. 333-[            ] on
Form S-1 under the Securities Act of 1933, as amended ("Registration Statement"), declared effective on            , 2005
("Effective Date"). 


        WHEREAS,
the Initial Stockholders have agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company, as set forth opposite their respective names
in Exhibit A attached hereto (collectively "Escrow Shares"), in escrow as hereinafter provided. 


        WHEREAS,
the Company and the Initial Stockholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided. 


        IT
IS AGREED: 


        1.    Appointment of Escrow Agent.    The Company and the Initial Stockholders hereby appoint the Escrow Agent to act
in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms. 


        2.    Deposit of Escrow Shares.    On or before the Effective Date, each of the Initial Stockholders shall deliver to
the Escrow Agent certificates representing his respective Escrow Shares, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the
certificate representing his Escrow Shares is legended to reflect the deposit of such Escrow Shares under this Agreement. 



        3.    Disbursement of the Escrow Shares.    The Escrow Agent shall hold the Escrow Shares until
[                        ] [the third anniversary of the date of the final Prospectus] ("Escrow
Period"), on
which date it shall automatically disburse each of the Initial Stockholder's Escrow Shares to such Initial Stockholder; provided,  however, that if the
Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company is being liquidated at any time
during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Shares; and provided further, that if,
after the Company consummates an Initial Transaction, it (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of
the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate executed by
the Chief Executive Officer, President or Chief Financial Officer of the Company in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow
Shares to the Initial Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or
destruction of the Escrow Shares in accordance with this Section 3. 


        4.    Rights of Initial Stockholders in Escrow Shares.    


        4.1    Voting Rights as a Stockholder.    Subject to the terms of the Insider Letter described in Section 4.4
hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to
vote such shares. 







 



        4.2    Dividends and Other Distributions in Respect of the Escrow Shares.    During the Escrow Period, all dividends
payable in cash with respect to the Escrow Shares shall be paid to the Initial Stockholders, but all dividends payable in stock or other non-cash property
("Non-Cash Dividends") shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As
used herein, the term "Escrow Shares" shall be deemed to include the Non-Cash Dividends distributed thereon, if any. 


        4.3    Restrictions on Transfer.    During the Escrow Period, no sale, transfer or other disposition may be made of
any or all of the Escrow Shares except (i) by gift to a member or members of Initial Stockholder's immediate family or to a trust or other entity, the beneficiaries or owners of which are
Initial Stockholders or a member or members of an Initial Stockholder's immediate family, (ii) by virtue of the laws of descent and distribution upon death of any Initial Stockholder or
(iii) pursuant to a qualified domestic relations order; provided, however, that such permissive transfers may be implemented only upon the respective transferee's written agreement to be bound
by the terms and conditions of this Agreement and of the Insider Letter (as defined below) signed by the Initial Stockholder transferring the Escrow Shares. During the Escrow Period, the Initial
Stockholders shall not pledge or grant a security interest in the Escrow Shares or grant a security interest in their rights under this Agreement. 


        4.4    Insider Letters.    Each of the Initial Stockholders has executed a letter agreement with the Company, dated as
indicated on Exhibit A hereto, and which is filed as an exhibit to the Registration Statement ("Insider
Letter"), respecting the rights and obligations of such Initial Stockholder in certain events, including but not limited to the liquidation of the Company. 


        5.    Concerning the Escrow Agent.    


        5.1    Good Faith Reliance.    The Escrow Agent shall not be liable for any action taken or omitted by it in good
faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the
truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall
not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or
parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. 



        5.2    Indemnification.    The Escrow Agent shall be indemnified and held harmless by the Company from and against any
expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or
indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder or the Escrow Shares held by it hereunder, other than expenses or losses arising from the breach of
any provision of this Agreement or gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of
any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an
action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate court or
it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what
circumstances the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to
Sections 5.5 or 5.6 below. 


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        5.3    Compensation.    The Escrow Agent shall be entitled to reasonable compensation from the Company for all
services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by it in the administration of its duties hereunder
including, but not limited to, all counsel's, advisors' and agents' fees and disbursements and all taxes or other governmental charges. 



        5.4    Further Assurances.    From time to time on and after the date hereof, the Company and the Initial Stockholders
shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request to
carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. 


        5.5    Resignation.    The Escrow Agent may resign at any time and be discharged from its duties as escrow agent
hereunder by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the
Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Shares held hereunder. If no new escrow agent is so appointed within the 60 day period following
the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate. 


        5.6    Discharge of Escrow Agent.    The Escrow Agent shall resign and be discharged from its duties as escrow agent
hereunder if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a
successor escrow agent as provided in Section 5.5. 


        5.7    Liability.    Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from
liability hereunder resulting from the breach of any provision of this Agreement or its own gross negligence or its own willful misconduct. 


        6.    Miscellaneous.    



        6.1    Governing Law.    This Agreement shall for all purposes be deemed to be made under and shall be construed in
accordance with the laws of the State of New York. 


        6.2    Entire Agreement.    This Agreement contains the entire agreement of the parties hereto with respect to the
subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the party to be affected by such change or modification. 



        6.4    Headings.    The headings contained in this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation thereof. 


        6.5    Binding Effect.    This Agreement shall be binding upon and inure to the benefit of the respective parties
hereto and their legal representatives, successors and assigns. 


        6.6    Notices.    Any notice or other communication required or which may be given hereunder shall be in writing and
either be delivered personally or be mailed, certified or registered mail, or by private 


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national
courier service, return receipt requested, postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows: 



        If
to the Company, to: 



Restaurant
Acquisition Partners, Inc.

5950 Hazeltine National Drive, Suite 290

Orlando, Florida 32822

Attn: Christopher R. Thomas, Chief Executive Officer and President

Tel: (407) 240-9190

Fax: (407) 240-9176 


With
a copy to: 


Pillsbury
Winthrop Shaw Pittman LLP

1540 Broadway

New York, New York 10036

Attn: Ronald A. Fleming, Jr., Esq.

Tel: (212) 858-1000

Fax: (212) 298-9931 




        If
to a Stockholder, to his address set forth in Exhibit A.


        If
to the Escrow Agent, to: 



Continental
Stock Transfer & Trust Company

17 Battery Place

New York, NY 10004

Attn: [                        ]

Tel: [(      )      -        ]

Fax: [(      )      -        ] 




        The
parties may change the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner provided herein for
giving notice. 


        6.7    Liquidation of Company.    The Company shall give the Escrow Agent written notification of the liquidation and
dissolution of the Company in the event that the Company fails to consummate an Initial Transaction within the time period(s) specified in the Registration Statement. 


[Remainder
of Page Intentionally Left Blank.] 


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        WITNESS
the execution of this Agreement as of the date first above written. 



	 	 	RESTAURANT ACQUISITION PARTNERS, INC.
	

 	
 	

By:	
 	

 Name:

Title:
	

 	
 	

INITIAL STOCKHOLDERS:
	

 	
 	

 Christopher R. Thomas
	

 	
 	

 John M. Creed
	

 	
 	

 Clyde E. Culp III
	

 	
 	

Continental Stock Transfer & Trust Company
	

 	
 	

By:	
 	

 Name:

Title:




[Signature Page to Stock Escrow Agreement] 


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EXHIBIT A  



	Name and Address of Initial Stockholder
 
	 	Number

of Shares
	 	Stock

Certificate

Number
	 	Date of

Insider

Letter

	Christopher R. Thomas

c/o Restaurant Acquisition Partners, Inc.

5950 Hazeltine National Drive, Suite 290

Orlando, Florida 32822	 	333,334	 	C-1	 	, 2005
	

Clyde E. Culp III

c/o Restaurant Acquisition Partners, Inc.

5950 Hazeltine National Drive, Suite 290

Orlando, Florida 32822	
 	

333,333	
 	

C-2	
 	

, 2005
	

John M. Creed

c/o Restaurant Acquisition Partners, Inc.

5950 Hazeltine National Drive, Suite 290

Orlando, Florida 32822	
 	

333,333	
 	

C-3	
 	

, 2005




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STOCK ESCROW AGREEMENT