Exhibit
        10.1

      


      INVESTORS’
        RIGHTS AGREEMENT

      STANDSTILL
        AND EXTENSION AGREEMENT

      


      


      This
        Investors’ Rights Agreement Standstill And Extension
        Agreement
        (“Agreement”)
        is
        made as of July 28, 2005 (the “Effective
        Date”),
        by
        and between Rubio’s
        Restaurants, Inc.,
        a
        Delaware corporation, (“Rubio’s”
        or the
“Company”),
        and
Rosewood
        Capital, L.P.,
        a
        Delaware limited partnership (the “Investor”).

       

      Recitals

      


      A. Rubio’s
        and the Investor are parties to that certain Amended and Restated Investors’
        Rights Agreement, dated as of November 19, 1997, as amended on December 31,
        1997
        and in May 1998 (the “Rights
        Agreement”),
        wherein Rubio’s granted to the Investor certain registration
        rights.

      


      B. On
        March
        12, 2004, the parties hereto entered into an Investors’ Rights Agreement
        Standstill and Extension Agreement (the “Original Extension Agreement”), which
        provided, among other things, for an extension of the expiration date applicable
        to the Investor’s registration rights.

      


      C. Given
        the
        current state of market conditions, the trading range of Rubio’s common stock
        and the current operating performance of the Company, the Investor desires
        to
        obtain a further extension of its registration rights.

      


      D. The
        Company is willing to grant to Investor a further extension of its registration
        rights through December 31, 2007 in exchange for the Investor agreeing not
        to
        exercise any demand registration rights on or before March 31,
        2006.

       

      Agreement

      


      NOW,
        THEREFORE,
        the
        parties hereto agree as follows:

      


      1. Extension
        of Registration Rights.
        Beginning on the Effective Date and extending through December 31, 2007,
        Rubio’s
        hereby grants to the Investor the same rights, if any, held by the Investor
        as
        of the Effective Date under Sections 1.2, 1.3, 1.4, 1.6, 1.7, 1.8, 1.9, 1.10,
        1.11, 1.12 and 1.14 of the Rights Agreement, as amended by the Original
        Extension Agreement. Such rights shall be governed by the relevant terms
        and
        conditions as set forth in the Rights Agreement, which terms are hereby
        incorporated by reference, provided that the Investor shall be considered
        the
“Holder” as that term is used in the Rights Agreement.

      


      2. Standstill.
        Beginning on the Effective Date and extending through March 31, 2006, the
        Investor will not exercise any demand registration rights, as described in
        Sections 1.2 or 1.12 of the Rights Agreement or set forth in Section 1 hereof,
        that it is entitled to, whether pursuant to this Agreement or pursuant to
        the
        Rights Agreement.

      


      3. Miscellaneous.

      


      (a) Waivers
        and Amendments.
        Neither
        this Agreement nor any provision hereof may be changed, waived, discharged,
        terminated, modified or amended except upon the written consent of Rubio’s and
        the Investor.

      


      (b) Headings.
        The
        headings of the various sections of this Agreement have been inserted for
        convenience of reference only and shall not be deemed to be part of this
        Agreement.

      


      (c) Severability.
        In case
        any provision contained in this Agreement should be invalid, illegal or
        unenforceable in any respect, the validity, legality and enforceability of
        the
        remaining provisions contained herein shall not in any way be affected or
        impaired thereby. 

      


      (d) Notices.
        All
        notices, requests, consents and other communications hereunder shall be in
        writing, shall be sent by confirmed facsimile or mailed by first-class
        registered or certified airmail, or nationally recognized overnight express
        courier, postage prepaid, and shall be deemed given when so sent in the case
        of
        facsimile transmission, or when so received in the case of mail or courier,
        and
        addressed as set forth on the signature page of this Agreement.

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      (e) Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of California as applied to contracts entered into and performed entirely
        in California by California residents, without regard to conflicts of law
        principles.

      


      (f) Counterparts.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        constitute an original, but all of which, when taken together, shall constitute
        but one instrument, and shall become effective when one or more counterparts
        have been signed by each party hereto and delivered to the other
        parties.

      


      (g) Successors
        and Assigns.
        Except
        as otherwise expressly provided herein, the provisions hereof shall inure
        to the
        benefit of, and be binding upon, the successors, assigns, heirs, executors
        and
        administrators of the parties hereto.

      


      (h) Entire
        Agreement.
        This
        Agreement supersedes the Original Extension Agreement, which hereafter shall
        be
        null and void in its entirety, and constitutes the full and entire understanding
        and agreement between the parties with regard to the subject matter
        hereof.

      


      [Signature
        Page Follows]

      


      



      
        
          
          

           

        

        
          2

          
            

          

        

        
           

          
          

        

      

      


      In
        Witness Whereof,
        the
        parties hereto have caused this Agreement to be executed by their duly
        authorized representatives on the day and year first above written.

      


      
        	 	 	 
	Company:	Rubio’s
                Restaurants, Inc.
	 	a Delaware corporation
	 
 	 
 	 
 
	 	By:  	/s/
                Sheri L. Miksa
	 	
                
Sheri
                L. Miksa
	 	President
                and Chief Executive Officer
	 	 
	 	Address:  	
                1902
                  Wright Place, Suite 300

                San
                  Diego, CA 92008

                Fax
                  No.: (760) 602-5113

              


      

       

      
        


        
          	 	 	 
	Investor:	Rosewood
                  Capital, L.P.
	 	 
	 	
                  By:

                	
                  Rosewood
                    Associates L.P.

                
	 	
                  Its:

                	
                  General
                    Partner

                
	 	
                   

                	 
	 	By:  	/s/
                  Kyle Anderson
	 	
                  
Kyle
                  Anderson, Principal
	 	 
	 	Address:  	
                  
                    One
                      Maritime Plaza, Suite 1330

                    San
                      Francisco, CA 94111

                    Fax
                      No.: (415) 362-1192