2. Real Mex and Wolfe agree that Wolfe’s employment at Real Mex terminated effective December15, 2008. Real Mex agrees to pay Wolfe all compensation for services rendered and all accrued,unused vacation pay through December 15, 2008. Wolfe further agrees that his resignation from theReal Mex Board of Directors was effective on December 15, 2008.3. Subject to Paragraphs 4 and 13 below, Real Mex will pay Wolfe his annual salary of $473,000for one year in biweekly installments on the payment dates on which that salary normally would bepaid, and will commence on January 2, 2009. Checks will be mailed to Wolfe’s home address ofrecord, or through direct deposit, on Real Mex’s normally scheduled paydays. For purposes ofapplying the provisions of Internal Revenue Code Section 409A to this Agreement, each separatelyidentified amount to which the Wolfe is entitled under this Agreement shall be treated as aseparate payment. In addition, to the extent permissible under Section 409A, any series ofinstallment payments under this Agreement, including any payment pursuant to the Company’s regularpayroll practices, shall be treated as a right to a series of separate payments.4. All employment benefits end on the termination date, except as stated herein. Wolfe willbecome eligible for COBRA benefits on December 16, 2008 and will be notified by the administrator.Wolfe is entitled to elect and pay for COBRA coverage whether or not he signs this agreement.However, as additional consideration for Wolfe signing this agreement, Real Mex will continue topay its portion of the major medical, executive medical and dental premiums, which Wolfe has ineffect, for a period of 12 months provided he elects to continue his health insurance throughCOBRA. Wolfe’s contributions will continue through standard payroll deductions. Should Wolfe electto continue medical and dental coverage for the remainder of the COBRA period he must do so at hisown expense. Participation in the Company’s deferred compensation planand all supplemental plans (including but not limited to life insurance, disability, autoallowance/expenses) will be terminated on December 16, 2008.
 
2

 
5. In exchange for Real Mex waiving its rights to enforce the provisions of Section 2.7(a) ofthe Employment Agreement, Wolfe agrees that (a) the salary continuation payments referenced inParagraph 3 above shall be reduced by the amount of salary earned by Wolfe in any other job duringthe one-year severance period, and (b) the COBRA contribution payments referenced in Paragraph 4above will cease if Wolfe obtains group health insurance through another employer during theone-year severance period. Wolfe agrees to notify Real Mex as soon as reasonably possible of anynew employment he obtains within the one-year severance period.6. Wolfe represents and agrees that he will adhere to the restrictions on soliciting employeesset forth in Section 2.7(b) of the Employment Agreement. Wolfe further represents that at no timeduring his employment at Real Mex has he engaged in conduct involving fraud, theft or embezzlementof any Real Mex assets.7. Wolfe specifically acknowledges that he is entitled to no further benefits or payments ofany kind from Real Mex (including, but not limited to, salary, accrued vacation, moving allowance,severance pay and benefits) pursuant to the terms of the Employment Agreement.8. All payments required to be made by Real Mex hereunder shall be subject to any and allapplicable withholdings, including any withholdings for any related federal, state or local taxes.Wolfe acknowledges that he shall be responsible for any and all income taxes or other taxesincurred by him as a result of his receipt of any payments from Real Mex pursuant to the terms ofthis Agreement.9. Wolfe agrees to make himself available by telephone upon reasonable notice to assist RealMex with respect to any ongoing matters or projects and shall cooperate fully with such matters.Wolfe and Real Mex’s officers and directors further agree that best efforts will be made to avoidmaking any statements which will in anyway disparage, defame or hold the other (including Real Mex’s current and former directors,officers and employees) in a negative light.
 
3

 
10. Wolfe acknowledges and agrees that he has returned to Real Mex all of its property,documents, books, records, reports, contracts, lists, computer disks (or other computer-generatedfiles or data), or copies thereof, created on any medium, prepared or obtained by him or Real Mexin the course of or incident to Wolfe’s employment with Real Mex. Real Mex acknowledges that ithas received from Wolfe the following: (a) laptop; (b) blackberry; (c) Fob; and (d) keys.11. Wolfe acknowledges his continuing confidentiality obligations under (a) Section 2.5 of theEmployment Agreement, and (b) any confidentiality agreement signed by him with respect to Real Mex.12. Wolfe represents that he has not filed any complaints, charges or lawsuits against RealMex, or against (a) any current or former officers, directors and employees of Real Mex, (b) anycurrent or former affiliate or related entity of Real Mex (including parents, subsidiaries anddivisions), or (c) the current or former officers, directors and employees of said affiliates orrelated entities (including subsidiaries and divisions), that he will not file any lawsuit or claimagainst any of these entities or persons at any time hereafter for any event occurring prior to thedate of this Agreement, and that if any court assumes jurisdiction of any lawsuit or claim againstany of these entities or persons on behalf of Wolfe, he will request that the matter be dismissedwith prejudice.13. In the event that Wolfe has breached or breaches any of the obligations or representationsset forth in Paragraphs 6, 9, 10, 11 and 12 herein, then Real Mex, in its sole and absolutediscretion, may elect to cease making the payments under Paragraph 3 herein, and further may seekrepayment of amounts previously paid to Wolfe hereunder.
 
4

 
14. Wolfe represents and agrees that he fully understands his right to discuss all aspects ofthis Agreement with his private attorney, that he has carefully read andfully understands all of the provisions of this Agreement, and that he is voluntarily enteringinto this Agreement.15. As a material inducement to Real Mex to enter into this Agreement, Wolfe herebyirrevocably and unconditionally releases, acquits and forever discharges Real Mex, its current andformer subsidiaries, parent companies, affiliates, divisions, successors, predecessors, relatedentities, assigns, and all of its and their owners, stockholders, partners, directors, officers,employees, agents, representatives, attorneys and all persons acting by, through, under or inconcert with any of them (collectively “Releasees”), from any and all charges, complaints, claims,liabilities, obligations, promises, agreements, damages, actions, causes of action, suits, rights,demands, costs, losses, debts and expenses (including attorneys’ fees and costs) actually incurredof any nature whatsoever, known or unknown, suspected or unsuspected (“Claim” or “Claims”) whichWolfe now has, owns or holds, or claims to have, own or hold, or which Wolfe at any time heretoforehad, owned or held, or claimed to have had, owned or held, or which Wolfe at any time hereafter mayhave, own or hold, or claim to have, own or hold, against any of the Releasees relating to anyevent, act or omission that has occurred as of the Effective Date of this Agreement. This Releasespecifically applies to any Claims Wolfe may have with respect to payments and benefits pursuant tothe Employment Agreement. However, this Release shall not apply to (a) any of Real Mex’sobligations under the terms of this Agreement, (b) Real Mex’s legal obligations to indemnify Wolfe,(c) any vested benefits such as 401(k), (d) any rights that Wolfe may have solely as a stockholderor optionholder of Real Mex, (e) any rights that Wolfe may have with respect to his portion of theRM Restaurants Holding Corp. — Holders Escrow Account Number XXXXXX0265 (also known as theEmployment Litigation Escrow Account) (including interest accrued thereon), and (f) any claim forunemployment benefits.
 
5

 
16. Wolfe specifically waives and releases all rights, claims, including claims for attorneys’fees, demands and causes of action under the Age Discrimination in Employment Act of 1967 (ADEA),as amended; Title VII of the Civil Rights Act of 1964, as amended; the Employee Retirement IncomeSecurity Act of 1974, as amended; theRehabilitation Act of 1973, as amended; the Workers Adjustment Retraining and NotificationAct; the Older Workers Benefit Protection Act; the Americans with Disabilities Act; and anycomparable state laws, concerning Wolfe’s relationship and association with any of the Releaseesand the creation and termination of such relationship. Wolfe acknowledges and understands that therelease of claims under the ADEA is subject to special waiver protection under 29 U.S.C. § 626(f).In accordance with that section, Wolfe specifically agrees he is knowingly and voluntarilyreleasing and waiving any right or claims of discrimination under the ADEA. In particular, heacknowledges and understands the following: (i) he is not waiving rights or claims for agediscrimination under the ADEA that may arise after the date he signs this Agreement; (ii) he is notwaiving his right to file a complaint or charge with the EEOC or participate in any investigationor proceeding conducted by the EEOC; (iii) he is waiving rights or claims for age discriminationunder the ADEA in exchange for the payments and benefits described herein, which are in addition toanything of value to which he otherwise is entitled; (iv) he has been advised to consult with anattorney of his choice before signing this Agreement, and that he has freely and voluntarilyentered into this Agreement without any threat, coercion, or intimidation by any person; (v) he hasbeen given the opportunity to take at least 21 days to consider whether to sign this Agreement,although he is not required to wait 21 days; and (vi) he will have 7 days after the date he signsthis Agreement within which to revoke it, and the Agreement shall not become effective orenforceable as to any party until that revocation period has expired (the “Effective Date”). Anysuch revocation shall be in writing and shall be sent by facsimile to Steven K. Wallace, facsimileno. 562-346-1466.17. Wolfe expressly waives and relinquishes all rights and benefits afforded by Section 1542of the Civil Code of the State of California, as well as all comparable provisions of federal andother states’ laws, and does so understanding and acknowledging the significance and consequence ofsuch specific waiver of Section 1542. Section 1542 of the Civil Code of the State of Californiastates as follows:“A general release does not extend to claims which the creditor doesnot know or suspect to exist in his or her favorat the time of executing the release, which if known by him or hermust have materially affected his or her settlement with thedebtor.”
 
6

 
Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing afull and complete release and discharge of the Releasees, Wolfe expressly acknowledges that thisAgreement is intended to include in its effect, without limitation, all Claims which he does notknow or suspect to exist in his favor at the time of execution hereof, and that this Agreementcontemplates the extinguishment of any such Claim or Claims.18. Wolfe represents that he has not heretofore assigned or transferred, or purported toassign or transfer, to any person or entity, any Claim or any portion thereof, or interest therein,and agrees to indemnify, defend and hold Releasees harmless from and against any and all Claims,based on or arising out of any such assignment or transfer, or purported assignment or transfer ofany Claims or any portion thereof or interest therein.19. As a material inducement to Real Mex to enter into this Agreement, Wolfe represents andagrees that he will keep all of the terms of this Agreement completely confidential, and that,except as compelled by law, he has not and will not hereafter disclose any information concerningthis Agreement to anyone other than to government agencies as required by law, and his attorney,accountant and spouse or domestic/civil union partner, and to them only on the condition that eachsuch person to whom such information is disclosed will be specifically instructed not to disclosein any manner any such information to any other person.                Initials Initials  
 
7

 
20. Wolfe represents and acknowledges that in executing this Agreement he does not rely andhas not relied upon any representation or statement not set forth herein made by any of theReleasees or by any of the Releasees’ agents,representatives, or attorneys with regard to the subject matter, basis or effect of thisAgreement or otherwise.21. This Agreement shall be binding upon Wolfe and upon his heirs, administrators,representatives, executors, successors and assigns, and shall inure to the benefit of Releasees andeach of them, and to their heirs, administrators, representatives, executors, successors andassigns.22. This Agreement is made and entered into in the State of California and shall in allrespects be interpreted, enforced and governed under the laws of the State of California. Thelanguage of all parts of this Agreement shall in all cases be construed as a whole, according toits fair meaning, and not strictly for or against any of the parties. It is agreed that thisAgreement shall be construed with the understanding that both parties were responsible for draftingit.23. Should any of the provisions of this Agreement be declared or be determined to be illegalor invalid, the validity of the remaining parts, terms or provisions shall not be affected therebyand said illegal or invalid part, term or provision shall be deemed not to be a part of thisAgreement.24. This Agreement sets forth the entire Agreement between the parties hereto and, to theextent it is inconsistent with the Employment Agreement, it supersedes that agreement. As to anyother agreement except for any confidentiality agreement, this Agreement fully supersedes any andall prior agreements or understandings between the parties hereto pertaining to the subject matterhereof. This Agreement may not be modified or amended except in a writing signed by all parties.Any waiver of one or more provisions of the Agreement shall not constitute a waiver of any of theremaining provisions hereto.25. Wolfe and Real Mex agree that any dispute regarding the application, interpretation orbreach of this Agreement (including, but not limited to, any misrepresentation made herein) will besubject to final and binding arbitration before JAMS of Orange County, California. Any resolution,opinion or order of JAMS may beentered as a judgment by a court of competent jurisdiction. This Agreement shall beadmissible in any proceeding to enforce its terms.
 
8

 
PLEASE READ CAREFULLY. THIS SEPARATION AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OFALL KNOWN OR UNKNOWN CLAIMS, INCLUDING CLAIMS FOR AGE DISCRIMINATION, TITLE VII, AND CALIFORNIAFAIR EMPLOYMENT AND HOUSING ACT.Executed atLong Beach this 19th day of December, 2008.  /s/ Frederick Wolfe     FREDERICK WOLFE  Executed at Cypress, Californiathis 19th day of December, 2008.           REAL MEX RESTAURANTS, INC.             By: /s/ Steven K. Wallace             Name: Steven K. Wallace               Title: Sr. VP Human Resources           
 
9