**Exhibit 10.23****AMENDED AND RESTATED****RETENTION AND SEVERANCE AGREEMENT**     This **AMENDED AND RESTATED RETENTION AND SEVERANCE AGREEMENT**(“Agreement”) is entered into byand between Roadhouse Grill, Inc., a Florida corporation (“Company”) and Michael C. Brant(“Employee”) as of the 8th day of August, 2005 (“Effective Date”).     **WHEREAS**, Employee is currently employed as the Executive Vice President and Chief FinancialOfficer of the Company; and     **WHEREAS**, on March 29, 2005, Company and Employee entered into that certain Retention Agreement(the “Original Retention Agreement”) pursuant to which Employee agreed to continue in the employ ofCompany until September 30, 2005 and Company agreed to pay certain compensation to Employee for hisagreement to continue in the employ of Company until September 30, 2005; and     **WHEREAS,**Company and Employee have agreed to enter into this Agreement to amend and restatethe terms of the Original Retention Agreement.     **NOW THEREFORE**, in consideration of the mutual covenants and agreements contained herein, theparties hereto agree as follows:     1. Retention Agreement. The parties agree that as of the Effective Date the OriginalRetention Agreement is hereby amended and restated in its entirety by this Agreement and shall beof no further force and effect. To the date of this Agreement, Employee has received $72,719.32 inpayments pursuant to the terms of the Original Retention Agreement. Employee shall be entitled toretain all such payments.     2. Effect of Termination. a. Termination of Employee Employment. If the Employeeis terminated without Cause (as defined in Section 2 below), or if theEmployee resigns for any reason, within 12 months after a Change of Control(as defined in Section 2 below), then: (i) the Company shall pay to Employeeon or before the date which is three (3) days after the date of termination ofemployment, an amount equal to his current salary (currently $218,158 perannum), less the amounts previously paid to Employee under the OriginalRetention Agreement, (ii) the Company shall, for a period of one year from thedate of termination, continue to provide Employee with all health benefits(including all employer contributions) to which Employee was entitled toparticipate at any time during the 12-month period prior to the date oftermination; provided, however that this provision shall terminate at suchtime as
1

 
   Employee becomes covered by a comparable health benefit plan by a subsequentemployer and provided further that if Employee’s continued participation in anyhealth benefit plan of the Company is prohibited, the Company will arrange toprovide Employee with benefits substantially similar to those which Employeewould have been entitled to receive under such plan for such period on a basiswhich provides Employee with no additional after tax cost, (iii) the Companyshall pay Employee for any unused vacation time that has been earned for allfull and partial years of employment, and (iv) all Company stock option grants,restricted stock grants or other equity grants held by Employee at the date oftermination will immediately vest and such securities, to the extent they areoptions to purchase equity of the Company, will remain exercisable for thelesser of the unexpired term of the option without regard to the termination ofEmployee’s employment or two (2) years from the date of termination ofemployment. (collectively, the “Special Termination Payments”).Notwithstanding the foregoing, if the payment described in (i) above has notbeen paid to Employee by December 31, 2005, Company shall be obligated to makethe payment described in subsection (i) above to Employee on such date(December 31, 2005), whether or not a Change of Control has occurred as of orprior to that date. Further, in the event that Employee receives the paymentdescribed in (i) above on December 31, 2005 and thereafter a Change of Controloccurs, Employee shall not be entitled to receive the payment described in (i)above in connection with such subsequent Change of Control (although he will beentitled to receive the benefits provided in the other subsections of thissection 2(a) as a result of such subsequent Change of Control).  b. The Employee shall be designated as a participant in theCompany’s 2005 Special Incentive Compensation Plan.     3. 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
2

 
 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 not either: (a) appointed to the Board by a vote thatincludes the affirmative vote approving such director nominee of atleast 75% of the directors who are serving on the Board as of thedate of this Agreement, or (b) elected to the Board by a vote (oraction by written consent) of the requisite percentage ofshareholders required to elect such nominees for election to theBoard under circumstances where the slate of nominees that iselected to the Board is affirmatively proposed for election to theBoard by the affirmative vote of at least 75% of the directors whoare serving on the Board at the date of this Agreement, 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
3

 
   alcohol or other substance abuse. Notice of any termination for Cause shall begiven to the Employee in writing and shall set forth in detail all acts oromissions upon which the Company is relying to terminate the Employee forCause. Further, upon a determination by the Company that Cause exists toterminate the Employee, the Company shall cause a special meeting of the Boardto be called and held at a time mutually convenient to the Board and Employee,but in no event later than ten (10) business days after Employee’s receipt ofthe notice that the Company intends to terminate the Employee for Cause.Employee shall have the right to appear before such special meeting of theBoard with legal counsel of his choosing to refute such allegations and shallhave a reasonable period of time to cure any actions or omissions which providethe Company with a basis to terminate the Employee for Cause (provided thatsuch cure period shall not exceed 30 days). A majority of the members of theBoard must affirm that Cause exists to terminate the Employee. No finding bythe Board will prevent the Employee from contesting such determination throughappropriate legal proceedings provided that the Employee’s sole remedy shall beto sue for damages, not reinstatement, and damages shall be limited to thosethat would be paid to the Employee if he had been terminated without Cause. Inthe event the Company terminates the Employee for Cause, the Company shall onlybe obligated to continue to pay in the ordinary and normal course of itsbusiness to the Employee his current Salary plus any other earned but unpaidcompensation, including unpaid bonuses, plus accrued but unused vacation timethrough the termination date and the Company shall have no further obligationsto Employee from and after the date of termination.     4. 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
4

 
   shall not be, or be permitted to be, shown, copied, or disclosed to thirdparties, without the prior written consent of the Company or any of itssubsidiaries or affiliates; and (iii) observe all security policies implementedby the Company or any of its subsidiaries or affiliates with respect to theConfidential Information. In the event that the Employee is ordered to discloseany Confidential Information, whether in a legal or regulatory proceeding orotherwise, the Employee shall provide the Company or any of its subsidiaries oraffiliates with prompt notice of such request or order so that the Company orany of its subsidiaries or affiliates may seek to prevent disclosure. Inaddition to the foregoing, the Employee shall not, at any 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     5. 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.     6. 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.     7. 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
5

 
discharge is agreed to in writing and signed by Employee and by the President or Chairman ofthe Board of Company. No waiver by either party of any breach of, or of compliance with, anycondition or provision of this Agreement by the other party shall be considered a waiver of anyother condition or provision or of the same condition or provision at another time.     8. 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.     9. 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.     10. 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.     11. 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.     12. 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.     13. 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.     14. 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.     15. 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.
6

 
     **IN WITNESS WHEREOF**, this Agreement is executed as of the date first written above.       **ROADHOUSE GRILL, INC.**a Florida corporation       By: /s/ Ayman A. Sabi       Ayman A. Sabi, President and CEO       **EMPLOYEE**       /s/ Michael C. Brant     Michael C. Brant
7