**Exhibit 10.32****SECURITY AGREEMENT**     1. THE SECURITY. The undersigned ROADHOUSE GRILL, INC., a Florida corporation (the“*Debtor*”), hereby assigns and grants to BERJAYA GROUP (CAYMAN) LIMITED, a Cayman Islandscorporation (the “*Secured Party*”), a security interest in the following described property nowowned or hereafter acquired by the Debtor and wherever located at any time (collectively, the“*Collateral*”):     (a) All accounts, contract rights, chattel paper, instruments, deposit accounts,letter of credit rights, payment intangibles and general intangibles, including all amountsdue to the Debtor from a factor; and all returned or repossessed goods which, on sale orlease, resulted in an account or chattel paper.     (b) All inventory, including all materials, supplies, food, beverages, liquor, beer,wine, sports memorabilia, logo soft goods, logo novelty items, supplies, and all otherproducts and/or items offered for sale on the premises of the Debtor’s restaurants or usedto create or compliment a product and/or item offered for sale on the premises of suchrestaurants and supplies consumed during normal business operation.     (c) All machinery, furniture, fixtures and other equipment of every type now owned orhereafter acquired by the Debtor. The Collateral shall include all equipment, parts, andaccessories which may from time to time be incorporated or installed in or attached to theforegoing.     (d) All of the Debtor’s deposit accounts with financial institutions. The Collateralshall include any renewals or rollovers of the deposit accounts, any successor accounts, andany general intangibles and chooses in action arising therefrom or related thereto.     (e) All instruments, notes, chattel paper, documents, certificates of deposit,securities and investment property of every type. The Collateral shall include all liens,security agreements, leases and other contracts securing or otherwise relating to theforegoing.     (f) All general intangibles, including, but not limited to, (i) all patents, and allunpatented or unpatentable inventions; (ii) all trademarks, service marks, and trade names,including without limitation the tradename and servicemark “Roadhouse Grill”; (iii) allcopyrights and literary rights; (iv) all computer software programs; (v) all mask works ofsemiconductor chip products; (vi) all trade secrets, proprietary information, customerlists, manufacturing, engineering and production plans, drawings, specifications, processesand systems. The Collateral shall include all good will connected with or symbolized by anyof such general intangibles; all contract rights, documents, applications, licenses,materials and other matters related to such general
 

 
     intangibles; all tangible property embodying or incorporating any such general intangibles;and all chattel paper and instruments relating to such general intangibles.     (g) All negotiable and nonnegotiable documents of title covering any Collateral.     (h) All accessions, attachments and other additions to the Collateral, and all tools,parts and equipment used in connection with the Collateral.     (i) All substitutes or replacements for any Collateral, all cash or non-cash proceeds,product, rents and profits of any Collateral, all income, benefits and property receivableon account of the Collateral, all rights under warranties and insurance contracts, lettersof credit, guaranties or other supporting obligations covering the Collateral, and anycauses of action relating to the Collateral.     (j) All books and records pertaining to any Collateral, including but not limited toany computer-readable memory and any computer hardware or software necessary to process suchmemory (“*Books and Records*”).     2. THE INDEBTEDNESS. The Collateral secures and will secure all Indebtedness of the Debtorto the Secured Party. “Indebtedness” means all debts, obligations or liabilities now or hereafterexisting, absolute or contingent, of the Debtor to the Secured Party, whether voluntary orinvoluntary, whether due or not due, or whether incurred directly or indirectly or acquired by theSecured Party by assignment or otherwise. The Indebtedness shall also include the obligations ofthe Debtor to the Secured Party under the Loan Agreement dated as of August 10, 2005 between theSecured Party and the Debtor (the “*Loan Agreement*”) and the Line of Credit Promissory Note of evendate therewith made by the Debtor and payable to the Secured Party (the “*Note*”), including anyamendments, renewals or replacements of either thereof.     3. PLEDGOR’S COVENANTS. The Debtor represents, covenants and warrants that unless complianceis waived by the Secured Party in writing:     (a) The Debtor will properly preserve the Collateral; defend the Collateral againstany adverse claims and demands; and keep accurate Books and Records.     (b) The Debtor’s chief executive office is located in the State of Florida. TheDebtor is incorporated under the laws of the State of Florida. The Debtor shall give theSecured Party at least thirty (30) days’ notice before changing its chief executive officeor state of incorporation. The Debtor will notify the Secured Party in writing prior to anychange in the location of any Collateral (other than Inventory and other than the Collateralmoved from one restaurant of the Borrower to another restaurant of the Borrower), includingthe Books and Records.     (c) The Debtor will notify the Secured Party in writing prior to any change in theDebtor’s name, identity or business structure.
-2-

 
     (d) Except as set forth in the Loan Agreement, the Debtor has not granted and will notgrant any security interest in any of the Collateral except to the Secured Party, and willkeep the Collateral free of all liens, claims, security interests and encumbrances of anykind or nature except the security interest of the Secured Party.     (e) The Debtor will promptly notify the Secured Party in writing of any event whichaffects the value of the Collateral, the ability of the Debtor or the Secured Party todispose of the Collateral, or the rights and remedies of the Secured Party in relationthereto, including, but not limited to, the levy of any legal process against any Collateraland the adoption of any marketing order, arrangement or procedure affecting the Collateral,whether governmental or otherwise.     (f) The Debtor shall pay all costs necessary to preserve, defend, enforce and collectthe Collateral, including but not limited to taxes, assessments, insurance premiums,repairs, rent, storage costs and expenses of sales, and any costs to perfect the SecuredParty’s security interest (collectively, the “*Collateral Costs*”). Without waiving theDebtor’s default for failure to make any such payment, the Secured Party at its option maypay any such Collateral Costs, and discharge encumbrances on the Collateral, and suchCollateral Costs payments shall be a part of the Indebtedness and bear interest at the rateset out in the Indebtedness. The Debtor agrees to reimburse the Secured Party on demand forany Collateral Costs so incurred.     (g) Until the Secured Party exercises its rights to make collection, the Debtor willdiligently collect all Collateral.     (h) If any Collateral is or becomes the subject of any registration certificate,certificate of deposit or negotiable document of title, including any warehouse receipt orbill of lading, the Debtor shall immediately deliver such document to the Secured Party,together with any necessary endorsements.     (i) The Debtor will not sell, lease, agree to sell or lease, or otherwise dispose ofany Collateral except with the prior written consent of the Secured Party; provided,however, that the Debtor may use and sell inventory in the ordinary course of business andmay sell its restaurant (and its contents) located in Columbia, South Carolina.     (j) To the extent consistent with past practices of the Debtor, the Debtor willmaintain and keep in force insurance covering the Collateral against fire and extendedcoverages, to the extent that any Collateral is of a type which can be so insured. Suchinsurance shall require losses to be paid on a replacement cost basis, be issued byinsurance companies acceptable to the Secured Party and include a loss payable endorsementin favor of the Secured Party in a form acceptable to the Secured Party. Upon the requestof the Secured Party, the Debtor will deliver to the bank a copy of each insurance policy,or, if permitted by the Secured Party, a certificate of insurance listing all insurance inforce.
-3-

 
     (k) The Debtor will not attach any Collateral to any real property or fixture in amanner which might cause such Collateral to become a part thereof unless the Debtor firstobtains the written consent of any owner, holder of any lien on the real property orfixture, or other person having an interest in such property to the removal by the SecuredParty of the Collateral from such real property or fixture. Such written consent shall bein form and substance acceptable to the Secured Party and shall provide that the SecuredParty has no liability to such owner, holder of any lien, or any other person.     (l) The Debtor shall not use the Collateral in violation of any law, regulation,ordinance, or policy of insurance affecting the maintenance or use of the Collateral. TheDebtor shall at all times bear all risk of loss of damage to or destruction of theCollateral.     (m) Exhibit A to this Agreement is a complete list of all patents, trademarkand service mark registrations, copyright registrations, mask work registrations, and allapplications therefor, in which the Debtor has any right, title, or interest, throughout theworld. The Debtor will promptly notify the Secured Party of any acquisition (by adoptionand use, purchase, license or otherwise) of any patent, trademark or service markregistration, copyright registration, mask work registration, and applications therefor, andunregistered trademarks and service marks and copyrights, throughout the world, which aregranted or filed or acquired after the date hereof or which are not listed on ExhibitA. The Debtor authorizes the Secured Party, without notice to the Debtor, to modifythis Agreement by amending Exhibit A to include any such Collateral.     (o) The Debtor will, at its expense and to the extent consistent with past practicesof the Debtor, diligently prosecute all patent, trademark or service mark or copyrightapplications pending on or after the date hereof, will maintain in effect all issued patentsand will renew all trademark and service mark registrations, including payment of any andall maintenance and renewal fees relating thereto, except for such patents, service marksand trademarks that are being sold, donated or abandoned by the Debtor pursuant to the termsof its intellectual property management program. At the request of the Secured Party, theDebtor also will promptly make application on any registerable but unregistered trademarksand service marks, and copyrightable but uncopyrighted works. The Debtor will at itsexpense protect and defend all rights in the Collateral against any material claims anddemands of all persons other than the Secured Party and will, at its expense, enforce allrights in the Collateral against any and all infringers of the Collateral where suchinfringement would materially impair the value or use of the Collateral to the Debtor or theSecured Party. The Debtor will not license or transfer any of the Collateral, except forsuch licenses as are customary in the ordinary course of the Debtor’s business, or exceptwith the Secured Party’s prior written consent.     4. ADDITIONAL OPTIONAL REQUIREMENTS. The Debtor agrees that the Secured Party may at itsoption at any time, whether or not the Debtor is in default:
-4-

 
     (a) Require the Debtor to deliver to the Secured Party (i) copies of or extracts fromthe Books and Records, and (ii) information on any contracts or other matters affecting theCollateral.     (b) Examine the Collateral, including the Books and Records, and make copies of orextracts from the Books and Records, and for such purposes enter at any reasonable time uponthe property where any Collateral or any Books and Records are located.     (c) Require the Debtor to deliver to the Secured Party any instruments, chattel paperor letters of credit which are part of the Collateral, and to assign to the Secured Partythe proceeds of any such letters of credit.     (d) Notify any account debtors, any buyers of the Collateral, or any other persons ofthe Secured Party’s interest in the Collateral.     5. DEFAULTS. Any one or more of the following shall be a default hereunder:     (a) Any Indebtedness is not paid when due, or any default occurs under the LoanAgreement, the Note or any other agreement relating to the Indebtedness, after giving effectto any applicable grace or cure periods.     (b) The Debtor breaches any term, provision, warranty or representation under thisAgreement, or under any other obligation of the Debtor to the Secured Party, and such breachremains uncured after any applicable cure period.     (c) The Secured Party fails to have an enforceable first lien (except for any priorliens to which the Secured Party has consented in writing) on or security interest in theCollateral.     (d) Any custodian, receiver or trustee is appointed to take possession, custody orcontrol of all or a substantial portion of the property of the Debtor or of any guarantor orother party obligated under any Indebtedness.     (e) The Debtor becomes insolvent, or is generally not paying or admits in writing itsinability to pay its debts as they become due, fails in business, makes a general assignmentfor the benefit of creditors, dies, or commences any case, proceeding or other action underany bankruptcy or other law for the relief of, or relating to, debtors.     (f) Any case, proceeding or other action is commenced against the Debtor under anybankruptcy or other law for the relief of, or relating to, debtors , except to the extentsuch case, proceeding or other action is dismissed within the period set forth in the LoanAgreement.
-5-

 
     (g) Any involuntary lien of any kind or character attaches to any Collateral, exceptfor liens for taxes not yet due and liens and security interests permitted under the LoanAgreement.     (h) The Debtor has given the Secured Party any materially false or misleadinginformation or representations.     6. BANK’S REMEDIES AFTER DEFAULT. In the event of any default, the Secured Party may do anyone or more of the following:     (a) Declare any Indebtedness immediately due and payable, without notice or demand.     (b) Enforce the security interest given hereunder pursuant to the Uniform CommercialCode and any other applicable law.     (c) Enforce the security interest of the Secured Party in any deposit account of theDebtor maintained by applying such account to the Indebtedness.     (d) Require the Debtor to segregate all collections and proceeds of the Collateral sothat they are capable of identification and deliver daily such collections and proceeds tothe Secured Party in kind.     (e) Require the Debtor to direct all account debtors to forward all payments andproceeds of the Collateral to a post office box under the Secured Party’s exclusive control.     (f) Require the Debtor to assemble the Collateral, including the Books and Records,and make them available to the Secured Party at a place designated by the Secured Party.     (g) Enter upon the property where any Collateral, including any Books and Records, arelocated and take possession of such Collateral and such Books and Records, and use suchproperty (including any buildings and facilities) and any of the Debtor’s equipment, if theSecured Party deems such use necessary or advisable in order to take possession of, hold,preserve, process, assemble, prepare for sale or lease, market for sale or lease, sell orlease, or otherwise dispose of, any Collateral.     (h) Demand and collect any payments on and proceeds of the Collateral. In connectiontherewith the Debtor irrevocably authorizes the Secured Party to endorse or sign theDebtor’s name on all checks, drafts, collections, receipts and other documents, and to takepossession of and open the mail addressed to the Debtor and remove therefrom any paymentsand proceeds of the Collateral.     (i) Grant extensions and compromise or settle claims with respect to the Collateralfor less than face value, all without prior notice to the Debtor.
-6-

 
     (j) Use or transfer any of the Debtor’s rights and interests in any IntellectualProperty now owned or hereafter acquired by the Debtor, if the Secured Party deems such useor transfer necessary or advisable in order to take possession of, hold, preserve, process,assemble, prepare for sale or lease, market for sale or lease, sell or lease, or otherwisedispose of, any Collateral. The Debtor agrees that any such use or transfer shall bewithout any additional consideration to the Debtor. As used in this paragraph,“*Intellectual Property*” includes, but is not limited to, all trade secrets, computersoftware, service marks, trademarks, trade names, trade styles, copyrights, patents,applications for any of the foregoing, customer lists, working drawings, instructionalmanuals, and rights in processes for technical manufacturing, packaging and labeling, inwhich the Debtor has any right or interest, whether by ownership, license, contract orotherwise.     (k) Have a receiver appointed by any court of competent jurisdiction to takepossession of the Collateral. The Debtor hereby consents to the appointment of such areceiver and agrees not to oppose any such appointment.     (l) Take such measures as the Secured Party may deem necessary or advisable to takepossession of, hold, preserve, process, assemble, insure, prepare for sale or lease, marketfor sale or lease, sell or lease, or otherwise dispose of, any Collateral, and the Debtorhereby irrevocably constitutes and appoints the Secured Party as the Debtor’sattorney-in-fact to perform all acts and execute all documents in connection therewith.     (m) Without notice or demand to the Debtor, set off and apply against any and all ofthe Indebtedness any and all indebtedness, at any time held or owing by the Secured Party orany of the Secured Party’s agents or affiliates to or for the credit of the account of theDebtor.     (n) Exercise any other remedies available to the Secured Party at law or in equity.     7**. ****Consent to Jurisdiction.****TO INDUCE THE SECURED PARTY TO ACCEPT THIS AGREEMENT,THE DEBTOR IRREVOCABLY AGREES THAT, SUBJECT TO THE SECURED PARTY’S SOLE AND ABSOLUTE ELECTION, ALLACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LITIGATED INSTATE OR FEDERAL COURTS HAVING SITUS IN MAIMI-DADE COUNTY OR BROWARD COUNTY, FLORIDA. THE PLEDGORHEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHINMIAMI-DADE COUNTY OR BROWARD COUNTY, FLORIDA, WAIVES PERSONAL SERVICE OF PROCESS UPON THE DEBTOR,AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO THE DEBTORAT THE ADDRESS STATED ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE WILL BE DEEMED TO BECOMPLETED UPON ACTUAL RECEIPT.**
-7-

 
     **8. ****Waiver of Jury Trial.****THE DEBTOR AND THE LENDER EACH WAIVES ANY RIGHT TO A TRIALBY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANYRELATED AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAYIN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS AGREEMENT AND AGREES THAT ANY SUCH ACTION ORPROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE DEBTOR AGREES THAT IT WILL NOTASSERT ANY CLAIM AGAINST THE LENDER OR ANY OTHER PERSON INDEMNIFIED UNDER THIS AGREEMENT OR THELOAN AGREEMENT ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL ORPUNITIVE DAMAGES.**     9. MISCELLANEOUS.     (a) Any waiver, express or implied, of any provision hereunder and any delay orfailure by the Secured Party to enforce any provision shall not preclude the Secured Partyfrom enforcing any such provision thereafter.     (b) The Debtor shall, at the request of the Secured Party, execute such otheragreements, documents, instruments, or financing statements in connection with thisAgreement as the Secured Party may reasonably deem necessary.     (c) All notes, security agreements and other documents executed by the Debtor orfurnished to the Secured Party in connection with this Agreement must be in form andsubstance satisfactory to the Secured Party.     (d) This Agreement shall be governed by and construed according to the laws of theState of Florida, to the jurisdiction of which the parties hereto submit.     (e) All rights and remedies herein provided are cumulative and not exclusive of anyrights or remedies otherwise provided by law. Any single or partial exercise of any rightor remedy shall not preclude the further exercise thereof or the exercise of any other rightor remedy.     (f) All terms not defined herein are used as set forth in the Uniform Commercial Code.     (g) In the event of any action by the Secured Party to enforce this Agreement or toprotect the security interest of the Secured Party in the Collateral, or to take possessionof, hold, preserve, process, assemble, insure, prepare for sale or lease, market for sale orlease, sell or lease, or otherwise dispose of, any Collateral, the Debtor agrees to payimmediately the costs and expenses thereof, together with reasonable attorney’s fees anddisbursements.
-8-

 
     (h) In the event the Secured Party seeks to take possession of any or all of theCollateral by judicial process, the Debtor hereby irrevocably waives any bonds and anysurety or security relating thereto that may be required by applicable law as an incident tosuch possession, and waives any demand for possession prior to the commencement of any suchsuit or action.     (i) The Secured Party’s rights hereunder shall inure to the benefit of its successorsand assigns. In the event of any assignment or transfer by the Secured Party of any of theIndebtedness or the Collateral, the Secured Party thereafter shall be fully discharged fromany responsibility with respect to the Collateral so assigned or transferred, but theSecured Party shall retain all rights and powers hereby given with respect to any of theIndebtedness or the Collateral not so assigned or transferred. All representations,warranties and agreements of the Debtor shall be binding upon the successors and assigns ofthe Debtor.     **10. ****FINAL AGREEMENT****. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT:(A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECTMATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET, OR OTHER WRITTENOUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENTLETTER, TERM SHEET, OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THECONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAYNOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS ORUNDERSTANDINGS OF THE PARTIES.**[Signatures are on next page]
-9-

 
This Security Agreement is dated as of August 10, 2005      **ROADHOUSE GRILL, INC.**