ex10-1.htm


    Exhibit
10.1

    CONSULTING
AGREEMENT

    


    THIS CONSULTING AGREEMENT (this “Agreement”) is made
and entered into as of August 4th, 2009 (the “Effective Date”), by
and between Restaurant Concepts of America, a Nevada corporation (“Consultant”), and
Restaurant Growth Partners, a Texas partnership (the “Company”).

    


    R E C I T A L S:

    


    


    A.           The
Company desires to retain Consultant for an additional 3 month period, which
period may be extended by mutual consent of both parties, and Consultant desires
to be so retained as an independent contractor, to perform certain services on
behalf of the Company with respect to the Company’s identification of small
regional independent concepts, new concept development and restaurant
acquisition opportunities. The Consultant will also assist in the development
and expansion of the independent restaurant concept locations through
corporate-owned stores, licensing, and franchising opportunities and such other
related matters as may be agreed to by the parties from time to time
(collectively, the “Covered
Services”).

    


    B.           Consultant
desires to perform the Covered Services for the Company in a timely and
competent manner in consideration of the compensation provided for
herein.

    


    AGREEMENT

    


    
      	
               
      

            	
              1.

            	
              Scope of
      Services. Consultant shall
      serve as an advisor to the Company under the direction of the Company’s
      Managing Partner, Bryce King (the “MP”).  In such capacity,
      Consultant shall devote its reasonable time and attention to its
      performance of the Covered Services in a timely and competent
      manner.  As and to the extent requested by the MP, a
      representative of Consultant shall attend meetings of the Board during the
      term hereof; provided, that all
      reasonable out-of-pocket expenses incurred by such representative in
      connection with his or her attendance shall be reimbursed by the Company
      to Consultant promptly after submission of the receipts
      therefore.  Service to include, if appropriate and as requested
      by the Company:

            


    

    


    
      	
               
      

            	
              (a)

            	
              through
      Consultant’s proprietary industry knowledge and relationships, make
      recommendations of prospective potential targets to you that meet
      Company’s Acquisition criteria and provide key management introductions
      ;

            


    

    


    
      
        	
                 
      

              	
                (b)

              	
                assist
      in analyzing and evaluating the restaurant business, operations and
      financial position of the potential targets;

              
	 	 	 


      

    

    
      	
               
      

            	
              (c)

            	
              provide
      consultation on new concept development and existing concept stage
      restaurant development through either a consulting, licensing and or
      partnering relationship in the development of new restaurant
      concepts;

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (d)

            	
              assist
      in preparing descriptive materials and presentation materials to potential
      targets, funding sources, or
others;

            


    

    


    
      	
               
      

            	
              (e)

            	
              assist
      in the preparation and implementation of operational and marketing plans
      for the potential targets;

            


    

    


    
      	
               
      

            	
              (f)

            	
              assist
      in the screening of interested prospective
  investors;

            


    

    


    
      	
               
      

            	
              (g)

            	
              assist
      in evaluating proposals which are received from potential
      targets;

            


    

    


    
      	
               
      

            	
              (h)

            	
              assist
      in the preparation of letters of intent for the acquisition of
      target;

            


    

    


    
      	
               
      

            	
              (i)

            	
              assist
      you in structuring and negotiating;

            


    

    


    
      	
               
      

            	
              (j)

            	
              be
      available at your request to meet with your Partners or Board of Directors
      to discuss a proposed acquisition and its financial implications;
      and

            


    

    


    
      	
               
      

            	
              (k)

            	
              provide
      other services and assistance to you as may be necessary to complete an
      acquisition.

            


    

    


    2.           
Term.  This
Agreement shall be effective as of the Effective Date and continue until the
first anniversary of the Effective Date (the “Term”).

    


    3.           
Compensation and
Payment.  Consultant shall be compensated for providing the
Covered Services as follows:

    


    (a)           The
Company shall pay Consultant a retainer fee of $5,000, which amount shall be
paid to Consultant on or before August 14th, 2009. If the Company wishes to
extend the agreement past initial 90 days, Company agrees to pay Consultant a
retainer fee of $5,000 a month. In the event Consultant provides services beyond
the scope of services as defined above, additional terms will be negotiated.
Payment shall be made to Consultant at the following address:

    


    Restaurant
Concepts of America

    11301
Lakeline Blvd

    Building
4, Suite 100

    Austin,
Texas  78717


    
      
        
        

      

      
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    (b)  The
Company may, from time to time, also hire the Consultant for additional services
and special projects, including the extension of services under this contract on
a basis and fee schedule to be determined at the time of the engagement for the
services.

    


    


    4.           Termination.  The
Company may terminate this Agreement, for any reason or for no reason, at any
time with one (1) months’ written notice to Consultant; provided, that the Company
shall remain liable for all compensation due Consultant under Section 3 hereof
notwithstanding any such termination.

    


    5.           Obligations upon
Termination.  Within ten (10) days of termination of this
Agreement, whether upon expiration of the Term or pursuant to Section 4 hereof,
Consultant shall deliver to the Company all work product associated with this
Agreement, to include, by way of description and not limitation, all software
code, documents and information in any media either provided to Consultant by
the Company or developed by Consultant for the benefit of the Company as Covered
Services under this Agreement.

    


    6.           Relationship
Status.  The relationship of Consultant acting in its capacity
hereunder to the Company is that of an independent contractor.  No
employee of Consultant shall, as a consequence of Consultant’s performance of
the Covered Services under this Agreement, be deemed an employee of the
Company.  Nothing in this Agreement shall be deemed to establish or
constitute a partnership or fiduciary relationship between the
parties.  Nothing in this Agreement shall be deemed to constitute
either party as the agent of the other, nor shall either party have the right to
bind the other party or make any promises or representations on behalf of the
other.

    


    7.           Limitation on
Disclosure.  Except as otherwise required by law, Consultant
shall not disclose to any person other than the Company and its designated
representatives any information derived from Consultant’s performance under this
Agreement, without the prior written consent of the
Company.  Consultant also agrees to honor the confidentiality of all
communications and the Company's proprietary interest in its confidential
information.

    


    8.           Non-Assignability.  Consultant
shall not assign its rights under this Agreement, nor delegate any of its
obligations, in whole or in part, without the prior written consent of the
Company.  The consent of the Company to any assignment shall not
constitute a waiver of the necessity for such consent to any subsequent
assignment.  Notwithstanding any assignment, Consultant shall remain
fully liable for Consultant’s performance under this Agreement.

    


    9.           Notices.  All
notices to the Company shall be delivered in person or by mail to the Company at
6520 Aden Lane, Austin, Texas 78739.  All notices and remittances to
Consultant shall be delivered in person or by mail to Consultant at 11301
Lakeline Blvd. Building 4 Ste. 100, Austin Texas 78717.  All notices
are effective upon receipt.  Either party may change such address for
receiving notices by written notice to the other.


    
      
        
        

      

      
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    10.         Merger
Clause.  All negotiations and agreements heretofore had between
the parties with respect to the subject matter of this Agreement are merged
herein, and this Agreement may not be altered or amended except in a writing
signed by both parties hereto.

    


    11.         Arbitration and Equitable
Relief.  The parties also agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance or
breach of this Agreement, shall be settled by arbitration to be held in Travis
County, Texas, in accordance with rules as promulgated by the American
Arbitration Association.  The arbitrator may grant injunctions or
other relief in such dispute or controversy.  The decision of the
arbitrator shall be final, conclusive and binding on the parties to the
arbitration.  Judgment may be entered on the arbitrator’s decision in
any court having jurisdiction.  Consultant and the Company shall each
pay one-half of the costs and expenses of such arbitration and each shall
separately pay counsel fees and expenses.

    


    IN WITNESS WHEREOF, the parties hereto
have entered into this Consulting Agreement as of the Effective
Date.

    


    


    
      
        
          
            	
                    Restaurant
      Growth Partners

                  	
                    RESTAURANT
      CONCEPTS OF AMERICA

                  
	 
      	 
      
	
                    By:
      /s/ Bryce
      King

                  	
                    By:
      /s/ David Cho

                  
	
                    Bryce
      King, MP

                  	
                    David
      Cho, MP

                  


          

        

      



    
      
        
        

      

      
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