**Exhibit 10.28****EMPLOYEE SEVERANCE AGREEMENT**     **THIS EMPLOYEE SEVERANCE AGREEMENT**(“Agreement”) is made and entered into as of this 8th day ofAugust, 2005 (“Effective Date”), between Roadhouse Grill, Inc., a Florida corporation (hereinafterreferred to as the “Company”), and Kenneth Fordik (hereinafter referred to as the “Employee”)     The Employee is Vice President, Human Resources of the Company, and the Company desires toprovide the Employee with an incentive to remain at the Company if concerns arise over a possiblechange in control.     **NOW, THEREFORE,**in consideration of the premises and other good and valuable consideration,the Company and the Employee agree as follows:1. Effect of Termination; Participation in Compensation Plan. A. If the Employee is terminated without Cause (as defined in Section 2(B)below), or voluntarily terminates his employment for Good Reason (as defined insection 2(C) below), within twelve (12) months after a Change in Control (as defined insection 2(A) below), then: (a) the Company shall be required to continue paying to theEmployee, for a period of twelve (12) months, his current salary ($114,765 per annum),payable from the date of termination, when and as the same would have been due andpayable to such Employee but for such termination, (b) all health benefits in whichEmployee was entitled to participate at any time during the twelve (12) month periodprior to the date of termination shall continue to be provided to Employee until theearliest to occur of twelve (12) months after the date of termination, the Employee’sdeath, or the date on which the Employee becomes covered by a comparable healthbenefits plan of a subsequent employer, (c) any unused vacation that has been earnedfor all full and partial years of employment shall be paid to Employee, and (d) allCompany stock option grants, restricted stock grants or other equity grants held byEmployee at the date of termination will immediately vest and such securities, to theextent they are options to purchase equity of the Company, will remain exercisable forthe lesser of the unexpired term of the option without regard to the termination ofEmployee’s employment or two (2) years from the date of termination of employment(collectively, the “Special Termination Payments”).  B. The Employee shall be designated as a participant in the Company’s 2005Special Incentive Compensation Plan.2. Definitions.
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 A. Change in Control. For purposes of this Agreement, a “Change inControl” shall be deemed to have occurred as of the first day that any one or more ofthe following conditions shall have been satisfied: (1) any “person” (as such term is defined in Sections 13(d)(3)and Section 14(d)(3) of the Exchange Act), other than the Company, anymajority-owned subsidiary of the Company, any compensation plan of theCompany, or any majority-owned subsidiary of the Company, or Berjaya Group(Cayman) Limited or any subsidiary thereof; becomes the “beneficial owner” (assuch term is defined in Rule 13d-3 of the Exchange Act), directly orindirectly, of securities of the Company representing more than 30% of thecombined voting power of the Company; or  (2) if, during the Term (as defined below) of this Agreement, oneor more directors are appointed or elected to the Company’s Board of Directors(“Board”) and any of such new directors are not either: (a) appointed to theBoard by a vote that includes the affirmative vote approving such directornominee of at least 75% of the directors who are serving on the Board as ofthe date of this Agreement, or (b) elected to the Board by a vote (or actionby written consent) of the requisite percentage of shareholders required toelect such nominees for election to the Board under circumstances where theslate of nominees that is elected to the Board is affirmatively proposed forelection to the Board by the affirmative vote of at least 75% of the directorswho are serving on the Board at the date of this Agreement, or  (3) the shareholders of the Company approve (1) a reorganization,merger, or consolidation with respect to which persons who were theshareholders of the Company immediately prior to such reorganization, merger,or consolidation do not immediately thereafter own more than 30% of thecombined voting power entitled to vote generally in the election of thedirectors of the reorganized, merged or consolidated entity; (2) a liquidationor dissolution of the Company; or (3) the sale of all or substantially all ofthe assets of the Company or of a subsidiary of the Company that accounts formore than 66 2/3% of the consolidated revenues of the Company, but notincluding a reorganization, merger or consolidation of the Company.Notwithstanding the foregoing, the term “Change in Control” shall not includeany reorganization or liquidation that occurs under the Bankruptcy Code. B. Termination Without Cause. A termination without Cause shall bedefined as a termination of Employee’s employment with the Company in a situationwhich is not deemed a termination for Cause. For purposes of this Agreement, Causeshall be defined to mean (i) Employee’s conduct
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   that would constitute under federal or state law either a felony or a misdemeanorinvolving moral turpitude, or a determination by the Board that Employee haswillfully violated Company policies or procedures involving discrimination,harassment, alcohol or substance abuse, or work place violence causing materialinjury to the Company, (ii) Employee’s actions or omissions that constitute fraud,dishonesty or gross misconduct, (iii) Employee’s knowing and intentional breach ofany fiduciary duty that causes material injury to the Company, or (iv) Employee’sinability to perform his material duties, after reasonable notice and anopportunity to resolve the issues, due to alcohol or other substance abuse. Noticeof any termination for Cause shall be given to the Employee in writing and shallset forth in detail all acts or omissions upon which the Company is relying toterminate the Employee for Cause. No finding by the Board will prevent theEmployee from contesting such determination through appropriate legal proceedingsprovided that the Employee’s sole remedy shall be to sue for damages, notreinstatement, and damages shall be limited to those that would be paid to theEmployee if he had been terminated without Cause. In the event the Companyterminates the Employee for Cause, the Company shall only be obligated to continueto pay in the ordinary and normal course of its business to the Employee hisaccrued but unpaid salary through the termination date, and the Company shall haveno further obligations to Employee from and after the date of termination.  C. Good Reason For purposes of this Agreement, “Good Reason” shall meana termination by Employee of his employment with the Company after a Change ofControl, where the Employee’s termination is based upon a material diminution in theEmployee’s role with the Company following the Change in Control or a move of theCompany’s headquarters of more than 25 miles from its current location in PompanoBeach, Florida.3. Confidentiality; Non-Competition. In the event that Employee’s employment isterminated pursuant to Section 1 hereof and Employee timely receives payment of the SpecialTermination Payments, Employee agrees that following the termination of Employment: A. Employee shall, for so long as such information remains non-public, (i) holdin confidence and refrain from disclosing to any other party all information, whetherwritten or oral, tangible or intangible, of a private, secret, proprietary orconfidential nature, of or concerning the Company or any of its subsidiaries oraffiliates and their business and operations, and all files, letters, memoranda,reports, records, computer disks or other computer storage medium, data, models, orany photographic or other tangible materials containing such information(“Confidential Information”), including, but not limited to, any sales, promotional,or marketing plans, programs, techniques, practices or strategies, any expansion plans(including existing and entry into new geographic and/or
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   product markets), 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 written consent ofthe Company or any of its subsidiaries or affiliates; and (iii) observe allsecurity policies implemented by the Company or any of its subsidiaries oraffiliates with respect to the Confidential Information. In the event that theEmployee is ordered to disclose any Confidential Information, whether in a legal orregulatory proceeding or otherwise, the Employee shall provide the Company or anyof its subsidiaries or affiliates with prompt notice of such request or order sothat the Company or any of its subsidiaries or affiliates may seek to preventdisclosure. In addition 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) months following the terminationof employment, for any reason, (i) disparage the Company or any of its subsidiaries oraffiliates to any supplier or vendor of the Company or any of its subsidiaries oraffiliates; or (ii) request or advise any supplier or vendor of the Company or any ofits subsidiaries or affiliates to withdraw, curtail or cancel any such vendor’sbusiness with the Company or any of its subsidiaries or affiliates; and  C. Employee shall not, for a period of twelve (12) months following the terminationof employment, for any reason, employ, or knowingly permit any company or businessdirectly or indirectly controlled by him, to employ, any person who was employed bythe Company or any of its subsidiaries or affiliates at or within the prior sixmonths**,**or in any manner seek to induce any such person to leave his or heremployment.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 addressspecified herein. In the case of Employee, notices shall be delivered to him at the homeaddress which he has most recently communicated to the Company in writing. In the case of theCompany, notices shall be delivered to the Company’s corporate headquarters, and all noticesshall be directed to the attention of the 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 byseeking new employment or in any other manner), nor shall any such payment or benefit bereduced by any earnings or benefits that Employee may receive from any other source. 6. Modification and Waiver. This Agreement shall not be canceled, rescinded or revoked,nor may any provision of this Agreement be modified, waived or discharged unless thecancellation, rescission, revocation, modification, waiver or discharge is agreed to inwriting and signed by Employee and by the President or
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  Chairman of the Board of the Company. No waiver by either party of any breach of, or ofcompliance with, any condition or provision of this Agreement by the other party shall beconsidered a waiver of any other condition or provision or of the same condition orprovision at another time. 7. Entire Agreement. This Agreement contains the entire understanding of the parties inrespect 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 itsterms. 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 themhas reviewed this Agreement and has had the opportunity to have it reviewed by theirrespective attorneys and that any rule of construction to the effect that ambiguities are tobe resolved against the drafting party shall not apply in the interpretation of thisAgreement. 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. TheCompany shall withhold such amounts from such payments to the extent required by applicablelaw and remit such amounts to the applicable governmental authorities in accordance withapplicable 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 arguethat venue is not appropriate in the courts of Broward County, Florida. 12. Expenses. Company shall reimburse the Employee for all costs and expenses, includinglegal fees, that the 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 thesame instrument. 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 bythe mutual agreement of the parties hereto) on the date that is two years after the EffectiveDate of this Agreement.***[Signatures on Next Page]***
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     **IN WITNESS WHEREOF**, the parties have executed this Employee Severance Agreement effective onthe day and in the year first above written.       **ROADHOUSE GRILL, INC.**       BY: /s/ Ayman A. Sabi       Ayman A. Sabi  President and CEO       **EMPLOYEE**       /s/ Kenneth Fordik     Kenneth Fordik
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