**Exhibit 10.22****EMPLOYEE SEVERANCE AGREEMENT**     This **EMPLOYEE SEVERANCE AGREEMENT**(“Agreement”) is entered into by and between RoadhouseGrill, Inc., a Florida corporation (“Company”) and Ayman Sabi (“Employee”) as of the 8th day ofAugust, 2005 (“Effective Date”).     **WHEREAS**, Employee is currently employed as the President and Chief Executive Officer of theCompany; and     **WHEREAS**, Company desires to provide Employee with an incentive to remain with the Company ifconcerns arise over a possible change in control.     **NOW THEREFORE**, in consideration of the mutual covenants and agreements contained herein, theparties hereto agree as follows: 1. Effect of Termination; Participation in Compensation Plan. a. Termination of Employee Employment. If the Employeeis terminated without Cause (as defined in Section 2 below) or if the Employeeresigns for any reason, within 12 months after a Change of Control (as definedin Section 2 below), then: (i) the Company shall pay to Employee an amountequal to 1.5 times his current salary (currently $324,455 per annum, includinghousing costs of $60,000 and Company required retirement plan contributions of$33,898), 2/3 of which shall be paid on the date that is three (3) businessdays after the date of Employee’s termination from the Company and the balanceof which shall be paid over the six month period following the Employee’stermination when and as the same would have been due and payable to Employeebut for such termination, (ii) all health benefits in which Employee wasentitled to participate at any time during the 12 month period prior to thedate of termination shall continue to be provided to Employee until theearliest to occur of 24 months after the date of termination, the Employee’sdeath or the date on which Employee becomes covered by a comparable healthbenefits plan of a subsequent employer; provided, however, that if Employee’scontinued participation in any health benefit plan of the Company isprohibited, the Company will arrange to provide Employee with benefitssubstantially similar to those which Employee would have been entitled toreceive under such plan for such period on a basis which provides Employeewith no additional after tax cost, (iii) the Company shall pay Employee forany unused vacation time that has been earned for all full and partial yearsof employment; (iv) all Company stock option grants, restricted stock grantsor other equity grants held by Employee at the date of termination willimmediately
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   vest and such securities, to the extent they are options to purchase equity ofthe Company, will remain exercisable for the lesser of the unexpired term ofthe option without regard to the termination of Employee’s employment ortwenty-four (24) months from the date of termination of employment, (v) theCompany shall pay all termination charges with respect to the transfer ofEmployee’s funds to his SERP Plan (collectively, the “Special TerminationPayments”), and (vi) the Company shall continue to provide Employee with aleased vehicle for twenty-four (24) months following the employment terminationdate. Notwithstanding the foregoing, if a Change of Control occurs inconnection with a transaction in which the Company’s shareholders are beingpaid consideration in return for their shares (whether such transaction is asale of more than a majority of the Company’s outstanding shares, a merger ofthe Company with or into another company in which the existing shareholders ofthe Company receive cash in exchange for their shares, or a sale of all orsubstantially all of the Company’s assets and a subsequent liquidation of theCompany in which the Company’s shareholders receive a liquidating distributionin return for their shares), then the total due under (i) above shall be paidin full within three days after Employee’s termination from the Company.Further, if in connection with such transaction the net cash payment made or tobe made to the Company’s shareholders is not less than $0.80 per share, thenthe multiplier used to calculate the payment required under (i) above shallincrease from 1.5 times to 2.0 times.  b. The Employee shall be designated as a participant in theCompany’s 2005 Special Incentive Compensation Plan. 2. Definitions. a. Change in Control. For purposes of this Agreement, a“Change in Control” shall be deemed to have occurred as of the first day thatany one or more of these conditions shall have been satisfied: i. any “person” (as such term is definedin sections 13(d)(3) and 14(d)(3) of the Exchange Act), other thanthe Company, any majority owned subsidiary of the Company, anycompensation plan of the Company, any majority owned subsidiary ofthe Company, or Berjaya Group (Cayman) Limited or any subsidiarythereof, becomes the “beneficial owner” (as defined in Rule 13d-3of the Exchange Act), directly or indirectly, of securities of theCompany representing more than 30% of the combined voting power ofthe Company; or  ii. if, during the Term (as defined below)of this Agreement, one or more directors are appointed or electedto the Company’s Board of Directors (“Board”) and any of such newdirectors are
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   not either: (a) appointed to the Board by a vote that includes theaffirmative vote approving such director nominee of at least 75% ofthe directors who are serving on the Board as of the date of thisAgreement, or (b) elected to the Board by a vote (or action by writtenconsent) of the requisite percentage of shareholders required to electsuch nominees for election to the Board under circumstances where theslate of nominees that is elected to the Board is affirmativelyproposed for election to the Board by the affirmative vote of at least75% of the directors who are serving on the Board at the date of thisAgreement, or  iii. the shareholders of the Company approve(1) a reorganization, merger, or consolidation with respect towhich persons who were the shareholders of the Company immediatelyprior to such reorganization, merger, or consolidation do notimmediately thereafter own more than 30% of the combined votingpower entitled to vote generally in the election of the directorsof the reorganized, merged or consolidated entity; (2) aliquidation or dissolution of the Company; or (3) the sale of allor substantially all the assets of the Company or of a subsidiaryof the Company that accounts for more than 66 2/3% of theconsolidated revenues of the Company, but not including areorganization, merger, or consolidation of the Company.Notwithstanding the foregoing, the term “Change in Control” shallnot include any reorganization or liquidation that occurs under theBankruptcy Code. b. Termination Without Cause. A termination withoutCause shall be defined as a termination of Employee’s employment with theCompany in a situation which is not deemed a termination for Cause. Forpurposes of this Agreement, Cause shall be defined to mean (i) Employee’sconduct that would constitute under federal or state law either a felony or amisdemeanor involving moral turpitude, or a determination by the Board, afterconsideration of all available information and following the procedures setforth below, that Employee has willfully violated Company policies orprocedures involving discrimination, harassment, alcohol or substance abuse,or work place violence causing material injury to the Company, (ii) Employee’sactions or omissions that constitute fraud, dishonesty or gross misconduct,(iii) Employee’s knowing and intentional breach of any fiduciary duty thatcauses material injury to the Company, or (iv) Employee’s inability to performhis material duties, after reasonable notice and an opportunity to resolve theissues, due to alcohol or other substance abuse. Notice of any termination forCause shall be given to the Employee in writing and shall set forth in detailall acts or omissions upon which the Company is relying to terminate
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   the Employee for Cause. Further, upon a determination by the Company that Causeexists to terminate the Employee, the Company shall cause a special meeting ofthe Board to be called and held at a time mutually convenient to the Board andEmployee, but in no event later than ten (10) business days after Employee’sreceipt of the notice that the Company intends to terminate the Employee forCause. Employee shall have the right to appear before such special meeting ofthe Board with legal counsel of his choosing to refute such allegations andshall have a reasonable period of time to cure any actions or omissions whichprovide the Company with a basis to terminate the Employee for Cause (providedthat such cure period shall not exceed 30 days). A majority of the members ofthe Board must affirm that Cause exists to terminate the Employee. No findingby the Board will prevent the Employee from contesting such determinationthrough appropriate legal proceedings provided that the Employee’s sole remedyshall be to sue for damages, not reinstatement, and damages shall be limited tothose that would be paid to the Employee if he had been terminated withoutCause. In the event the Company terminates the Employee for Cause, the Companyshall only be obligated to continue to pay in the ordinary and normal course ofits business to the Employee his current Salary plus any other earned butunpaid compensation, including unpaid bonuses, plus accrued but unused vacationtime through the termination date and the Company shall have no furtherobligations to Employee from and after the date of termination.     3. Confidentiality; Non-Competition. In the event that Employee’s employment isterminated pursuant to Section 2 of this Agreement and Employee receives the Special TerminationPayments, Employee agrees that following the termination of Employment: a. Employee shall, for so long as such information remainsnon-public, (i) hold in confidence and refrain from disclosing to any otherparty all information, whether written or oral, tangible or intangible, of aprivate, secret, proprietary or confidential nature, of or concerning theCompany or any of its subsidiaries or affiliates and their business andoperations, and all files, letters, memoranda, reports, records, computerdisks or other computer storage medium, data, models, or any photographic orother tangible materials containing such information (“ConfidentialInformation”), including, but not limited to, any sales, promotional, ormarketing plans, programs, techniques, practices or strategies, any expansionplans (including existing and entry into new geographic and/or productmarkets), and any customer lists; (ii) take all precautions necessary toensure that the Confidential Information shall not be, or be permitted to be,shown, copied, or disclosed to third parties, without the prior writtenconsent of the Company or any of its subsidiaries or affiliates; and (iii)observe all security policies
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   implemented by the Company or any of its subsidiaries or affiliates withrespect to the Confidential Information. In the event that the Employee isordered to disclose any Confidential Information, whether in a legal orregulatory proceeding or otherwise, the Employee shall provide the Company orany of its subsidiaries or affiliates with prompt notice of such request ororder so that the Company or any of its subsidiaries or affiliates may seek toprevent disclosure. In addition to the foregoing, the Employee shall not, atany time, libel, defame, ridicule, or otherwise disparage the Company;  b. Employee shall not, for a period of twelve (12) monthsfollowing the termination of employment, for any reason, (i) disparage theCompany or any of its subsidiaries or affiliates to any supplier or vendor ofthe Company or any of its subsidiaries or affiliates, or (ii) request oradvise any supplier or vendor of the Company or any of its subsidiaries oraffiliates to withdraw, curtail, or cancel any such vendor’s business with theCompany or any of its subsidiaries or affiliates; and  c. Employee shall not, for a period of twelve (12) monthsfollowing the termination of employment, for any reason, employ, or knowinglypermit any company or business directly or indirectly controlled by him, toemploy, any person who was employed by the Company or any of its subsidiariesor affiliates at or within the prior six months**,**or in any manner seek toinduce any such person to leave his or her employment     4. Notices. Notices and all other communications contemplated by this Agreement shallbe in writing and shall be deemed to have been duly given when received at the address specifiedherein. In the case of Employee, notices shall be delivered to him at the home address which hehas most recently communicated to Company in writing. In the case of Company, notices shall bedelivered to Company’s corporate headquarters, and all notices shall be directed to the attentionof Company’s Chief Executive Officer.     5. No Mitigation. Employee shall not be required to mitigate the amount of any paymentor benefit contemplated by this Agreement upon his termination of employment (whether by seekingnew employment or in any other manner), nor shall any such payment or benefit be reduced by anyearnings or benefits that Employee may receive from any other source.     6. Modification and Waiver. This Agreement shall not be canceled, rescinded orrevoked, nor may any provision of this Agreement be modified, waived or discharged unless thecancellation, rescission, revocation, modification, waiver or discharge is agreed to in writingand signed by Employee and by the President or Chairman of the Board of Company. No waiver byeither party of any breach of, or of compliance with, any condition or provision of this Agreementby the other party shall be
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considered a waiver of any other condition or provision or of the same condition or provisionat another time.     7. Entire Agreement. This Agreement contains the entire understanding of the partiesin respect of its subject matter and supersedes all prior agreements and understandings (oral orwritten) between or among the parties with respect to such subject matter.     8. Headings. The headings of paragraphs and sections are for convenience of referenceand are not part of this Agreement and shall not affect the interpretation of any of its terms.     9. Construction. This Agreement shall be construed as a whole according to its fairmeaning and not strictly for or against any party. The parties acknowledge that each of them hasreviewed this Agreement and has had the opportunity to have it reviewed by their respectiveattorneys and that any rule of construction to the effect that ambiguities are to be resolvedagainst the drafting party shall not apply in the interpretation of this Agreement.     10. Withholding. All payments made to the Employee shall be made net of any applicablewithholding for income taxes and the Employee’s share of FICA, FUTA or other taxes. Company shallwithhold such amounts from such payments to the extent required by applicable law and remit suchamounts to the applicable governmental authorities in accordance with applicable law.     11. Litigation; Venue. Any action at law or in equity under this Agreement shall bebrought in the courts of Broward County, Florida, and in no other court (whether or notjurisdiction can be established in another court). Each party hereto waives the right to argue thatvenue is not appropriate in the courts of Broward County, Florida.     12. Expenses. Company shall reimburse the Employee for all costs and expenses,including legal fees, that Employee incurs in connection with the enforcement of his rights underthis Agreement.     13. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original but all of which together will constitute one and the sameinstrument.     14. Term of Agreement. The term (“Term”) of this Agreement shall commence on theEffective Date of this Agreement and shall automatically expire (unless otherwise extended by themutual agreement of the parties hereto) on the date that is two years after the Effective Date ofthis Agreement.**[Signatures on Next Page]**
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     **IN WITNESS WHEREOF**, this Agreement is executed as of the date first written above.       **ROADHOUSE GRILL, INC.**a Florida corporation       By: /s/ Michael C. Brant       Name (print): Michael C. Brant  Title: Executive Vice President and ChiefFinancial Officer       **EMPLOYEE**       /s/ Ayman A. Sabi     Ayman A. Sabi
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