Exhibit 10.1

ASSET
PURCHASE AGREEMENT

BY AND AMONG

CHART HOUSE, INC.,

CHART
HOUSE ENTERPRISES, INC.,

LCH
ACQUISITION, INC.

AND

LANDRY'S RESTAURANTS, INC.

DATED
AS OF MAY 17, 2002

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|ARTICLE I PURCHASE AND SALE OF ASSETS                             |     | A-5 
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|                                                                  | 1.1 |     
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|ARTICLE II CLOSING ITEMS TO BE DELIVERED AND THIRD PARTY CONSENTS |     | A-11
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|ARTICLE III REPRESENTATIONS AND WARRANTIES                        |     | A-13
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|                                              | 3.2 |      |  | Representations and Warranties of Purchaser and Parent.       |  | A-21                                                       
|--------------------------------------------- | --- | ---- |  | ------------------------------------------------------------- |  | -----------------------------------------------------------
|                                              |     |      |  | 3.2.1                                                         |  | Organization and Qualification.                            
|                                              |     |      |  | 3.2.2                                                         |  | Authority Relative to This Agreement.                      
|                                              |     |      |  | 3.2.3                                                         |  | No Conflict, Required Filings and Consents.                
|                                              |     |      |  | 3.2.4                                                         |  | Proxy Statement.                                           
|                                              |     |      |  | 3.2.5                                                         |  | Brokers.                                                   
|                                              |     |      |  | 3.2.6                                                         |  | Financing.                                                 
|                                              |     |      |  | 3.2.7                                                         |  | SEC Filings.                                               
|                                              |     |      |  | 3.2.8                                                         |  | No Business Activities.                                    
|                                              | 3.3 |      |  | Survival of Representations, Warranties and Agreements.       |  | A-23                                                       
|ARTICLE IV AGREEMENTS PENDING CLOSING         |     | A-23
|                                              | 4.1 |      |  | Agreements of Seller and CHE Pending the Closing.             |  | A-23                                                       
|                                              |     |      |  | 4.1.1                                                         |  | Business in the Ordinary Course.                           
|                                              |     |      |  | 4.1.2                                                         |  | Existing Condition.                                        
|                                              |     |      |  | 4.1.3                                                         |  | Update Schedules.                                          
|                                              |     |      |  | 4.1.4                                                         |  | Proxy Statement.                                           
|                                              |     |      |  | 4.1.5                                                         |  | Stockholder Approval.                                      
|                                              |     |      |  | 4.1.6                                                         |  | Commercially Reasonable Efforts.                           
|                                              |     |      |  | 4.1.7                                                         |  | Access to Information and Personnel.                       
|                                              |     |      |  | 4.1.8                                                         |  | Maintenance of Insurance; Damages.                         
|                                              |     |      |  | 4.1.9                                                         |  | Notice of Offers.                                          
|                                              | 4.2 |      |  | Agreements of Purchaser and Parent Pending the Closing.       |  | A-27                                                       
|                                              |     |      |  | 4.2.1                                                         |  | Commercially Reasonable Efforts.                           
|                                              |     |      |  | 4.2.2                                                         |  | Proxy Statement.                                           
|                                              | 4.3 |      |  | Confidentiality.                                              |  | A-27                                                       
|ARTICLE V CONDITIONS PRECEDENT TO THE CLOSING |     | A-28
|                                              | 5.1 |      |  | Conditions Precedent to Purchaser's and Parent's Obligations. |  | A-28                                                       
|                                              |     |      |  | 5.1.1                                                         |  | Representations and Warranties True as of the Closing Date.
|                                              |     |      |  | 5.1.2                                                         |  | Compliance with this Agreement.                            
|                                              |     |      |  | 5.1.3                                                         |  | No Injunctions or Restraints.                              
|                                              |     |      |  | 5.1.4                                                         |  | Consents and Approvals.                                    
|                                              |     |      |  | 5.1.5                                                         |  | Material Adverse Change.                                   
|                                              |     |      |  | 5.1.6                                                         |  | Non-Solicitation Agreements.                               
|                                              |     |      |  | 5.1.7                                                         |  | Gift Certificates and Other Perquisites.                   
|                                              |     |      |  | 5.1.8                                                         |  | Certificates of Tax Authorities.                           
|                                              |     |      |  | 5.1.9                                                         |  | Closing Deliveries:                                        
|                                              |     |      |  | 5.1.10                                                        |  | Deposit Letters.                                           
|                                              | 5.2 |      |  | Conditions Precedent to the Obligations of Seller and CHE.    |  | A-29                                                       
|                                              |     |      |  | 5.2.1                                                         |  | Representations and Warranties True as of the Closing Date.
|                                              |     |      |  | 5.2.2                                                         |  | Compliance with this Agreement.                            
|                                              |     |      |  | 5.2.3                                                         |  | No Injunctions or Restraints.                              
|                                              |     |      |  | 5.2.4                                                         |  | Consents and Approvals.                                    
|                                              |     |      |  | 5.2.5                                                         |  | Stockholder Approval.                                      

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|ARTICLE VI INDEMNIFICATION        |      | A-30
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|ARTICLE VII ADDITIONAL AGREEMENTS |      | A-33
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|ARTICLE VIII MISCELLANEOUS        |      | A-37
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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the "Agreement"), is made and entered into as of this 17th day of May, 2002, by and among Chart House, Inc., a
Delaware corporation ("Seller"), Chart House Enterprises, Inc., a Delaware corporation ("CHE"), Landry's Restaurants, Inc, a Delaware corporation ("Parent"), and LCH Acquisition, Inc., a
Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent ("Purchaser").

W I T N E S S E T H:

A. Seller has been and is engaged in the business of operating Chart House restaurants and one Peohe's restaurant, located at the locations listed on
Exhibit A attached hereto (such business being referred to herein as the "Business" and such locations being referred to herein as the "Premises");

B.
CHE owns all of the outstanding capital stock of Seller and certain assets used in connection with the Business;

C.
Purchaser desires to acquire and assume from Seller and CHE, and Seller and CHE desire to sell and assign to Purchaser, certain assets and liabilities of the Business, all upon and
subject to the terms and conditions hereinafter set forth;

D.
Parent owns all of the outstanding capital stock of Purchaser and will receive substantial benefit as a result of the performance by Seller of its obligations under this Agreement;
and

E.
Capitalized terms used but not defined in the body of the Agreement have the respective meanings set forth in Annex 1.

NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants, representations, warranties and agreements herein contained, and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I        PURCHASE AND SALE OF ASSETS

1.1Sale.At the Closing, and except as otherwise specifically provided in this Section 1.1, Seller or
CHE, as applicable, shall grant, sell, convey, assign, transfer and deliver to Purchaser, upon and subject to the terms and conditions of this Agreement, all right, title and interest of Seller or
CHE, as applicable, in and to all of the assets, properties and rights set forth in Section 1.1.1 (which assets, properties and rights are herein sometimes called the "Assets"), in all cases
free and clear of all Liens other than Permitted Liens.



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1.2Purchase.At the Closing hereunder, Purchaser shall purchase the Assets from Seller or CHE, as the case may
be, upon and subject to the terms and conditions of this Agreement and in reliance on the representations, warranties, covenants and agreements of Seller and CHE contained herein, in exchange for the
Purchase Price. In addition, Purchaser shall assume at the Closing and agree to pay, discharge or perform, as appropriate, certain liabilities and obligations of Seller only to the extent and as
provided in Section 1.4 of this Agreement. Except as specifically provided in Section 1.4 hereof, Purchaser shall not assume and shall not be responsible for any liabilities or
obligations of the Business, the Assets, CHE, or Seller.

1.3The Purchase Price.



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1.4Liabilities.



1.5Prorations.On the Closing Date all obligations and liabilities listed below relating to the Business and/or
Assets will be prorated as of the Closing Date, with Seller liable to Purchaser therefor to the extent such items relate to any time period up to and including the day prior to the Closing Date and
Purchaser liable to Seller therefor to the extent such items relate to any time period commencing on or after the Closing Date: personal property, real estate, occupancy and water taxes, if any, on or
with respect to the Business and/or Assets; rents, taxes and similar items payable by Seller under any Assigned Contract; the amount of any license or registration fees paid to a Governmental
Authority with respect to any Permits which are being assigned or transferred hereunder; the amount of sewer rents and charges for water, telephone, electricity and other utilities and fuel; and any
other items which are normally prorated in connection with similar transactions. Seller agrees to furnish Purchaser with such documents and other records as Purchaser reasonably requests in order for
Purchaser to calculate all adjustments and prorations pursuant to this Section 1.5. The amount of such prorations owed by Purchaser or Seller pursuant to this Section 1.5 shall be paid
to Purchaser by Seller or to Seller by Purchaser, as the case may be, on the Closing Date and shall be treated as an adjustment to the Purchase Price paid by Purchaser to Seller on the Closing Date.
If current payments with respect to items to be prorated pursuant to this Section 1.5 are not ascertainable on the Closing Date, such payments shall be prorated on the basis of the most
recently ascertainable bill therefor and

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shall be reprorated between Seller and Purchaser within 30 days after the Closing Date and a cash settlement shall be made promptly thereafter on an item by item basis.

1.6Stock Sale.Notwithstanding anything in this Agreement to the contrary, if CHE or Parent shall so elect, CHE
and Seller shall transfer and assign all or a portion of the Assets to a newly formed direct or indirect Subsidiary of CHE ("Newco") and at the Closing, shall sell, transfer and assign all of the
outstanding Stock of Newco to Purchaser (the "Stock Sale") in full satisfaction of the obligations of CHE and Seller to sell, transfer and assign such Assets to Purchaser under this Agreement. In such
event, the Parties shall enter into such amendments to this Agreement as shall be necessary or appropriate to effectuate the Stock Sale. In connection with the Stock Sale, Seller shall, at the request
of Parent or Purchaser, timely execute and deliver to Parent or Purchaser an election under Section 338(h)(10) of the Internal Revenue Code and under any comparable provisions of state and
local law with respect to the purchase of the shares of Newco's stock, provided that Purchaser and Parent shall have indemnified and held harmless Seller and CHE with respect to any additional taxes
payable to the extent the same results from such election. For this purpose, the Purchase Price and the liabilities assumed by Purchaser in accordance with Section 1.4 hereof shall be allocated
among the Assets acquired hereunder in accordance with the requirements of Section 338 of the Internal Revenue Code and the regulations thereunder, and in accordance with Schedule 1.3.4
hereto.

ARTICLE II        CLOSING ITEMS TO BE DELIVERED AND THIRD PARTY CONSENTS

2.1Closing.The closing (the "Closing") of the sale and purchase of the Assets shall take place on the date of,
and immediately following, the CHE Stockholders' Meeting or upon the later satisfaction or waiver of the conditions set forth in Article V of this Agreement, at the offices of Haynes and Boone,
LLP, 1000 Louisiana Street, Suite 4300, Houston, Texas 77002, or on such other date and at such other place as the Parties may mutually agree. The date of the Closing is sometimes herein referred to
as the "Closing Date."

2.2Items to be Delivered at Closing.At the Closing and subject to the terms and conditions herein contained:



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ARTICLE III        REPRESENTATIONS AND WARRANTIES

3.1Representations and Warranties of Seller and CHE.Except as set forth in the Seller's Disclosure Schedule to
be delivered by CHE and Seller to Parent and Purchaser on the date hereof, which sets forth certain disclosures concerning CHE and the Seller and its business (the "Seller's Disclosure Schedule"),
each section of which only qualifies the correspondingly numbered representation or warranty in this Article III, Seller and CHE hereby jointly and severally represent and warrant to Purchaser
and Parent as follows:



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3.2Representations and Warranties of Purchaser and Parent.Except as set forth in the Disclosure Schedule to be
delivered by Parent and Purchaser to Seller and CHE on the date hereof, which sets forth certain disclosures concerning Parent and Purchaser and its business (the "Purchaser's Disclosure Schedule"),
each section of which only qualifies the correspondingly numbered representation or warranty in this Article III, Purchaser and Parent jointly and severally represent and warrant to Seller and
CHE as follows:



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3.3Survival of Representations, Warranties and Agreements.The representations, warranties, covenants and other
agreements made by the Parties in this Agreement or in any certificate, schedule, statement, document or instrument required to be furnished hereunder or in connection herewith shall survive for the
period set forth in Section 6.7.

ARTICLE IV        AGREEMENTS PENDING CLOSING

4.1Agreements of Seller and CHE Pending the Closing.Seller and CHE jointly and severally covenant and agree
that, pending the Closing and except as otherwise agreed to in writing by Purchaser (such agreement not to be unreasonably withheld or delayed):



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4.2Agreements of Purchaser and Parent Pending the Closing.Purchaser and Parent jointly and severally covenant
and agree that, pending the Closing and except as otherwise agreed to in writing by Seller (such agreement not to be unreasonably withheld or delayed):



4.3Confidentiality.Each Party acknowledges that such Party has had, and may from time to time have, access to
confidential records, data, customers lists, trade secrets and other confidential information owned or used by each other Party or any Subsidiary thereof (each, an "Interested Party") in the course of
its business (the "Confidential Information"). Accordingly, each Party agrees (a) to hold all Confidential Information in strict confidence, (b) not to disclose Confidential Information
of any Interested Party to any Person (except to such Interested Party or any Affiliate, employee, agent or representative thereof), and (c) not to use, directly or indirectly, any of such
Confidential Information of any Interested Party for any competitive or commercial purpose; provided, however, that each Party may disclose Confidential Information to its Affiliates', officers,
directors, employees, agents and attorneys if such Persons agree to comply with this Section 4.3; and provided, further, that, notwithstanding anything to the contrary contained herein, no
Party shall be subject to any of the limitations set forth above with respect to any Confidential Information which (i) is now, or hereafter becomes, through no act or failure to act on the
part of such Party that constitutes a breach of this Section 4.3, generally known or available to the public, (ii) is hereafter furnished to such Party by a third party, who, to the
knowledge of such receiving Party, is not under any obligation of confidentiality to the related Interested Party, (iii) is disclosed with the written approval of the related Interested Party,
(iv) is required to be disclosed by law (including securities law), court order or similar compulsion, (v) is required or is reasonably necessary to be provided pursuant to or in
connection with any Proceeding involving the Parties hereto, or (vi) is independently developed by employees or agents of such Party
and/or its, his or her Affiliates which or who have had no access to the relevant portions of the Confidential Information.

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ARTICLE V        CONDITIONS PRECEDENT TO THE CLOSING

5.1Conditions Precedent to Purchaser's and Parent's Obligations.The obligations on the part of the Purchaser
and Parent to consummate the transactions to be consummated by each of them at the Closing pursuant to this Agreement are subject to the satisfaction at or prior to the Closing of each of the
conditions set forth in this Section 5.1, any of which may be waived by Purchaser and Parent in their sole discretion.



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5.2Conditions Precedent to the Obligations of Seller and CHE.The obligations on the part of the Seller and CHE
to consummate the transactions to be consummated by each of them at the Closing pursuant to this Agreement are subject to the satisfaction at or prior to the Closing of each of the conditions set
forth in this Section 5.2, any of which may be waived by the Seller and CHE in their sole discretion.



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ARTICLE VI        INDEMNIFICATION

6.1Indemnification by Seller and CHE.Except as otherwise limited by this Article VI, Seller and CHE,
jointly and severally, shall indemnify and hold harmless Parent, Purchaser and their respective officers, directors, successors and permitted assigns from any and all liabilities, losses, damages,
claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) suffered or incurred by any of them (hereinafter "Purchaser
Losses"), arising out of or resulting from:



6.2Indemnification by Purchaser and Parent.Except as otherwise limited by this Article VI, Purchaser
and Parent, jointly and severally, shall indemnify and hold harmless Seller, CHE and their respective officers, directors, successors and permitted assigns from any and all liabilities, losses,
damages, claims, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable legal costs and expenses) suffered or incurred by any of them (hereinafter
"Seller Losses") arising out of or resulting from:



6.3Indemnification Procedures.



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6.4Reduction of Losses.To the extent any Losses of an Indemnitee are reduced by receipt of payment
(a) under insurance policies which are not subject to retroactive adjustment or other reimbursement to the insurer in respect of such payment or (b) from third parties not affiliated
with the Indemnitee, such payments (net of the expenses of the recovery thereof) shall be credited against such Losses and, if indemnification payments shall have been received prior to the collection
of such proceeds, the Indemnitee shall remit to the Indemnitor the amount of such proceeds (net of the cost of collection thereof) to the extent of indemnification payments received in respect of such
Losses. All Losses shall be calculated net of any tax benefits or tax detriments actually received or suffered relating to such Losses.

6.5Subrogation.The Indemnitor shall be subrogated to the Indemnitee's rights of recovery to the extent of any
Losses satisfied by the Indemnitor. The Indemnitee shall permit the Indemnitor to use the name of the Indemnitee and the names of the Indemnitee's affiliates in any transaction or proceeding to
enforce such rights and shall use reasonable efforts to execute and deliver such

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instruments and papers as are necessary to assign such rights and assist in the exercise thereof, including access to books and records with respect to such Losses.

6.6Exclusive Remedy.From and after the Closing, none of the Parties hereto shall be liable or responsible in
any manner whatsoever to any other Party, whether for indemnification or otherwise, except for indemnity as expressly provided in this Article VI, which provides the exclusive remedy and cause of
action of the Parties hereto with respect to any matter arising out of or in
connection with this Agreement or any Schedule or Exhibit hereto or any opinion or certificate delivered in connection herewith. Each of the Parties hereby waives, releases and agrees not to make any
claim or bring any contribution, cost recovery or other action against the other Parties or any of their respective successors or assigns or any controlling Person or other affiliate of the other
Parties, under common law or any Federal, state or local law or regulation now existing or hereafter enacted which seeks to allocate
liabilities between Purchaser and Seller in a different manner than as expressly set forth in this Agreement.

6.7Limitation and Expiration.



6.8No Consequential Damages.The obligations of any Indemnitor in respect of a claim for indemnification under
this Article VI shall not include any special, exemplary or consequential damages, including business interruption or lost profits, or any punitive damages made by any Indemnitee.

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ARTICLE VII        ADDITIONAL AGREEMENTS

7.1Employee Matters.



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7.2Maintenance of Books and Records.Each of Seller and Purchaser shall preserve until the seventh anniversary
of the Closing Date all records possessed or to be possessed by such Party relating to any of the assets, liabilities or business of the Business prior to the Closing Date. After the Closing

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Date, where there is a legitimate purpose, such Party shall provide the other Parties with access, upon prior reasonable written request specifying the need therefor, during regular business hours,
to (a) the officers, directors, accountants, and employees of such Party and (b) the books of account and records of such Party, and the other Parties and their representatives shall
have the right to make copies of such books and records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal
operations and business of such Party; and further provided, that, as to so much of such information as constitutes trade secrets or confidential business information of such Party, the requesting
Party and its officers, directors and representatives will use due care to not disclose such information except (i) as required by law, (ii) with the prior written consent of such Party,
which consent shall not be unreasonably withheld, or (iii) where such information becomes available to the public generally, or becomes generally known to competitors of such Party, through
sources other than the requesting Party, its affiliates or its officers, directors or representatives. Such records may nevertheless be destroyed by a Party if such Party sends to the other Party
written notice of its intent to destroy records, specifying with particularity the contents of the records to be
destroyed. Such records may then be destroyed after the 30th day after such notice is given unless the other Party objects to the destruction, in which case, the Party seeking to destroy
the records shall deliver such records to the objecting Party.

7.3Payments Received.Seller and Purchaser each agree that after the Closing Date they will hold and will
promptly transfer and deliver to the other, from time to time as and when received by them, any cash, checks with appropriate endorsements (using their best efforts not to convert such checks into
cash), or other property that they may receive on or after the Closing Date which properly belongs to the other Party and will account to the other for all such receipts.

7.4Use of Name.In connection with the submission of the Proxy Statement, CHE shall obtain approval to change
its and Seller's name. Immediately following the Closing Date, Seller and CHE shall take all such actions as are necessary to change the name of Chart House, Inc., Chart House
Enterprises, Inc. and the corporate name of any affiliate of CHE to another corporate name which does not include the word "Chart House" or other words which are confusingly similar to the
corporate names, trade names and/or trademarks of Purchaser and/or its affiliates.

7.5Publicity.Parent and CHE will agree upon the timing and content of the initial press release to be issued
describing the transactions contemplated by this Agreement, and will not make any public announcement thereof prior to reaching such agreement unless required to do so by Applicable Law or regulation
or stock exchange requirement. To the extent reasonably requested by any other Party, each Party will thereafter consult with and provide reasonable cooperation to the others in connection with the
issuance of further press releases or other public documents describing the transactions contemplated by this Agreement.

7.6No Solicitation of Other Offers.



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7.7Sales and Liquor Taxes.

Seller
agrees that it will pay any sales and liquor tax and any taxes required to be paid pursuant to the Illinois Unemployment Insurance Act, in each case relating to the operations of
Seller and attributable to time periods prior to the Closing Date.

7.8Further Assurances, Post-Closing Cooperation.



ARTICLE VIII        MISCELLANEOUS

8.1Termination.

Anything
herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated by written notice of termination at any time before the Closing Date only as follows:



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8.2Effect of Termination and Abandonment.In the event of termination of this Agreement and abandonment of the
transactions contemplated hereby pursuant to this Article VIII, no Party (or any of its directors or officers) shall have any liability or further obligation to any other Party, except as
provided in Section 8.3 and 8.6, except that nothing herein will relieve any Party from liability for any breach of this Agreement.

8.3Payment of Certain Fees upon Termination.If (i) CHE or Parent terminates this Agreement pursuant to
Section 8.1(d) or (ii) Parent terminates this Agreement pursuant to Section 8.1(g) and by the date which is twelve (12) months after the date of termination of this
Agreement, an Acquisition Transaction with a third party is announced or a letter of intent is entered into and the Acquisition Transaction is subsequently consummated, then, in either case, CHE shall
pay to Parent, by wire transfer of immediately available funds, within two days after the consummation of the transaction constituting a Superior Proposal or Acquisition Transaction, as the case may
be, a fee of $1,500,000 plus expenses not to exceed $500,000.

8.4Bulk Sales Law.Purchaser waives compliance by Seller with the provision of any applicable bulk sales laws.
Seller shall promptly pay and discharge when due or contest or litigate all claims of creditors that are asserted against Purchaser by reason of non-compliance with such laws, except with
respect to any such claims that relate to the Assumed Liabilities.

8.5Sales, Transfer and Documentary Taxes, etc.All excise, sales, value added, use, registration, stamp,
transfer and similar Taxes, levies, charges and fees incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by Purchaser, whether imposed by law on Seller or
Purchaser, and Purchaser shall indemnify, reimburse and hold harmless Seller in respect of the liability for payment of or failure to pay any such Taxes, levies, charges or fees. Purchaser and Seller
shall cooperate in providing each other appropriate resale exemption certificates and other appropriate Tax documentation.

8.6Expenses.Each Party shall bear its own expenses, including the fees and expenses of any attorneys,
accountants, investment bankers, brokers, finders or other intermediaries or other Persons engaged by it, incurred in connection with this Agreement and the transactions contemplated hereby, except
(i) the expenses incurred in connection with the printing, filing and mailing to stockholders of

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the Proxy Statement and the solicitation of stockholder approvals shall be the sole responsibility of CHE, and (ii) all filing fees incurred, or to be incurred, in connection with filings
under the HSR Act and any other applicable antitrust laws and regulations shall be shared equally by CHE and Parent.

8.7Contents of Agreement; Amendments.This Agreement and the Confidentiality Agreement dated August 13,
2001 between Parent and CHE (the "Confidentiality Agreement') sets forth the entire understanding of the Parties hereto with respect to the transactions contemplated hereby. Any and all previous
agreements and understandings between or among the Parties regarding the subject matter hereof, whether written or oral (other than the Confidentiality Agreement), are superseded by this Agreement.
This Agreement shall not be amended or modified except by written instrument duly executed by each of the Parties hereto.

8.8Assignment and Binding Effect.This Agreement may not be assigned prior to the Closing by any Party without
the prior written consent of the other Parties, provided that Purchaser may assign this Agreement to an affiliate of Purchaser without obtaining such consent, provided further that no such assignment
shall relieve Purchaser or Parent of its obligations hereunder. Subject to the foregoing, all of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the successors and assigns of CHE, Parent, Seller and Purchaser, provided that the Parties hereto shall continue to be obligated in accordance with the terms of this Agreement.

8.9Waiver.Any term or provision of this Agreement may be waived at any time by the Party entitled to the
benefit thereof by a written instrument duly executed by such Party.

8.10Notices.All notices required or permitted to be given hereunder shall be in writing and may be delivered
by hand, by facsimile, by nationally recognized private courier, or by United States mail. Notices delivered by mail shall be deemed given three (3) Business Days after being deposited in the
United States mail, postage prepaid, registered or certified mail. Notices delivered by hand, by facsimile, or by nationally recognized private carrier shall be deemed given on the first Business Day
following receipt; provided, however, that a notice delivered by facsimile shall only be effective if such notice is also delivered by hand, or deposited in the United States mail, postage prepaid,
registered or certified mail, on or before two (2) Business Days after its delivery by facsimile. All notices shall be addressed as follows:

| |  | (a) |  | As to the Company:                                  |  | Chart House Enterprises, Inc.
640 North LaSalle Street, Suite 295
Chicago, Illinois 60610
| |  | --- |  | --------------------------------------------------- |  | -----------------------------------------------------------------------------------------
| |  |     |  |                                                     |  | Telephone:                                                                               
| |  |     |  |                                                     |  | Telecopy:                                                                                
| |  |     |  |                                                     |  | Attn:                                                                                    
| |  |     |  | with a copy (which shall not constitute notice) to: |  | Seyfarth Shaw
55 East Monroe Street
Suite 4200
Chicago, Illinois 60603                   
| |  |     |  |                                                     |  | Telephone:                                                                               
| |  |     |  |                                                     |  | Telecopy:                                                                                
| |  |     |  |                                                     |  | Attn:                                                                                    

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| |  | (b) |  | As to Parent and Merger Sub:                        |  | Landry's Restaurants, Inc.
1510 West Loop South
Houston, Texas 77027
| |  | --- |  | --------------------------------------------------- |  | --------------------------------------------------------------------
| |  |     |  |                                                     |  | Telephone:                                                          
| |  |     |  |                                                     |  | Telecopy:                                                           
| |  |     |  |                                                     |  | Attention:                                                          
| |  |     |  | with a copy (which shall not constitute notice) to: |  | Haynes and Boone, LLP
1000 Louisiana
Suite 4300
Houston, Texas 77002
| |  |     |  |                                                     |  | Telephone:                                                          
| |  |     |  |                                                     |  | Telecopy:                                                           
| |  |     |  |                                                     |  | Attention:                                                          

or
to such other address and to the attention of such other Person as the Party to whom such notice is to be given may have theretofore designated in a notice to the other Party hereto.

8.11Governing Law.This Agreement shall be governed by and interpreted and enforced in accordance with the
internal laws of the State of Delaware.

8.12No Benefit to Others.The representations, warranties, covenants and agreements contained in this Agreement
are for the sole benefit of the Parties hereto and, in the case of Article VI hereof, the other Indemnitees, and their heirs, executors, administrators, legal representatives, successors and
assigns, and they shall not be construed as conferring any rights on any other Persons.

8.13Headings, Gender and "Person".All section headings contained in this Agreement are for convenience of
reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires. Any reference to a
"Person" herein shall include an individual, firm, corporation, partnership, trust, Governmental Authority or body, association, unincorporated organization or any other entity.

8.14Schedules and Exhibits.All schedules and exhibits referred to herein are intended to be and hereby are
specifically made a part of this Agreement.

8.15Severability.Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall
be ineffective to the extent of such invalidity or unenforceability, and any such invalidity or unenforceability shall not invalidate or render unenforceable the remaining provisions hereof, and any
such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.16Counterparts; Facsimile Signatures.This Agreement may be executed in any number of counterparts and any
Party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the
same instrument. This Agreement shall become binding when one or more counterparts taken together shall have been executed and delivered by the Parties. It shall not be necessary in making proof of
this Agreement or any counterpart hereof to produce or account for any of the other counterparts. The Parties agree that facsimile transmission of original signatures shall constitute and be accepted
as original signatures.

8.17CHE Guarantee.CHE hereby unconditionally guarantees to Purchaser and Parent the full and timely
performance of all of the obligations and agreements of Seller in accordance with the terms

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hereof. The foregoing guarantee shall include the guarantee of the payment of all Purchaser Losses which might become recoverable as a result of the nonperformance of any of the obligations or
agreements so guaranteed or as a result of the nonperformance of this guarantee. Each of Purchaser and Parent may, at its option, proceed against CHE for the performance of any such obligation or
agreement, or for damages for default in the performance thereof, without first proceeding against Seller or against any of its properties. CHE further agrees that its guarantee shall be an
irrevocable guarantee and shall continue in effect notwithstanding any extension or modification of any guaranteed obligation, any assumption of any such guaranteed obligation by any other party, or
any other act or thing which might otherwise operate as a legal or equitable discharge of a guarantor and CHE hereby waives all special suretyship defenses and notice requirements.

8.18Parent Guarantee.Parent hereby unconditionally guarantees to Seller and CHE the full and timely
performance of all of the obligations and agreements of Purchaser in accordance with the terms hereof. The foregoing guarantee shall include the guarantee of the payment of all Seller Losses which
might become recoverable as a result of the nonperformance of any of the obligations or agreements so guaranteed or as a result of the nonperformance of this guarantee. Each of Seller and CHE may, at
its option, proceed against Parent for the performance of any such obligation or agreement, or for damages for default in the performance thereof, without first proceeding against Purchaser or against
any of its properties. Parent further agrees that its guarantee shall be an irrevocable guarantee and shall continue in effect notwithstanding any extension or modification of any guaranteed
obligation, any assumption of any such guaranteed obligation by any other party, or any other act or thing which might otherwise operate as a legal or equitable discharge of a guarantor and Parent
hereby waives all special suretyship defenses and notice requirements.

8.19No Strict Construction.The language used in this Agreement shall be deemed to be the language chosen by
the Parties to express their mutual intent and agreement, and no rule of strict construction shall be applied against any Party.

8.20Jurisdiction and Service of Process.SELLER, CHE, PARENT AND PURCHASER HEREBY CONSENT TO THE JURISDICTION
OF ANY STATE OR FEDERAL COURT LOCATED WITHIN WILMINGTON, DELAWARE, AND IRREVOCABLY AGREE THAT, SUBJECT TO THE OTHER PROVISIONS OF THIS AGREEMENT, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING
TO THIS AGREEMENT WHICH MAY BE LITIGATED SHALL BE LITIGATED IN SUCH COURTS. EACH OF SELLER, CHE, PARENT AND PURCHASER ACCEPTS FOR SUCH PARTY AND IN CONNECTION WITH SUCH PARTY'S PROPERTIES, GENERALLY
AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH THIS AGREEMENT.

8.21Trial.EACH OF SELLER, CHE, PARENT AND PURCHASER HEREBY WAIVES SUCH PARTY'S RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES HERETO RELATING TO THE SUBJECT MATTER HEREOF. EACH OF SELLER, CHE, PARENT AND PURCHASER ALSO
WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF ANY PARTY TO THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF SELLER, CHE, PARENT AND PURCHASER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS ALREADY

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RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH OF SELLER, CHE, PARENT AND PURCHASER FURTHER WARRANTS AND
REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH SUCH PARTY'S LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES SUCH PARTY'S JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH
LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT.

8.22Knowledge.As used in this Agreement, "knowledge" of Seller or CHE, to Seller's or CHE's knowledge, or
words of similar import shall mean the actual knowledge as of the applicable date, after reasonable inquiry, of those persons listed in Schedule 8.22(a). As used in this Agreement, "knowledge" of
Purchaser or Parent, to Purchaser's or Parent's knowledge, or words of similar import
shall mean the actual knowledge as of the applicable date, after reasonable inquiry, of those persons listed inSchedule 8.22(b).

8.23Attorney's Fees.The prevailing Party in any action, suit, proceeding, arbitration, or mediation, brought
to enforce any matter under this Agreement, shall be entitled to recover, in addition to any other available remedies, its reasonable attorney's fees and costs actually incurred in connection with the
action, suit, proceeding, arbitration or mediation.

[SIGNATURE PAGE FOLLOWS]

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IN
WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

| |  | CHART HOUSE, INC.            
| |  | -----------------------------
| |  | By:                          
| |  | Name:                        
| |  | Title:                       
| |  | CHART HOUSE ENTERPRISES, INC.
| |  | By:                          
| |  | Name:                        
| |  | Title:                       
| |  | LANDRY'S RESTAURANTS, INC.   
| |  | By:                          
| |  | LCH ACQUISITION, INC.        
| |  | By:                          

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ANNEX I    DEFINITIONS

Capitalized terms used but not defined in the Asset Purchase Agreement have the respective meanings assigned to such terms below.

"AAA" is defined inSection 1.3.3(b).

"Acquisition Proposal" is defined inSection 7.6(b).

"Acquisition Transaction" is defined inSection 7.6(b).

"Affiliate" of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such first Person.

"Agreed Rate" is defined inSection 1.3.3(c).

"Agreement" is defined in the first paragraph of this Agreement.

"Amended and Restated By-Laws" is defined inSection 3.1.2.

"Applicable Law" means any law, order, rule or regulation applicable to the Company, any Company Subsidiary or the assets of the Company
or any Company Subsidiary.

"Assets" is defined inSection 1.1.

"Assigned Contracts" is defined inSection 1.1.1(e).

"Assumed Closing Date Liabilities" is defined inSection 1.3.3(a).

"Assumed Closing Statement" is defined inSection 1.3.3(a).

"Assumed Current Assets" is defined inSection 1.3.3(a)

"Assumed Liabilities" is defined inSection 1.4.1.

"Assumption Agreement" is defined inSection 2.2(a)(iv).

"Blue Sky Laws" is defined inSection 3.1.4(b).

"Board" is defined inSection 3.1.3.

"Business" is defined in Recital A.

"CERCLA" means the federal Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601 et. seq., as
amended.

"CHE" is defined in the first paragraph of this Agreement.

"CHE SEC Reports" is defined inSection 3.1.5(a).

"CHE Stockholders' Meeting" is defined inSection 4.1.5.

"Closing" is defined inSection 2.1.

"Closing Date" is defined inSection 2.1.

"Closing Assumed Current Assets" is defined inSection 1.3.3(a).

"COBRA" means Consolidated Omnibus Budget Reconciliation Act, as amended.

"Code" means the Internal Revenue Code of 1986, as amended.

"Common Stock" is defined inSection 3.1.3.

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"Confidential Information" is defined inSection 4.3.

"Confidentiality Agreement" is defined inSection 8.7.

"Contract" means any loan or credit agreement, note, bond, mortgage, indenture, lease, sublease, purchase order or other agreement,
commitment, or license.

"Corporation Benefit Plans" is defined inSection 1.1.2(i).

"DGCL" is defined inSection 3.1.3.

"Environmental Law" means any applicable federal, state, and local statute, regulation, ordinance, and administrative or judicial order
relating to protection of public health and welfare and the environment, including, without limitation, those regulating hazardous substances, such as CERCLA, the Resource Conservation and Recovery
Act, the Federal Clean Air and Clean Water Acts, and their state analogs, and those relating to the protection of environmentally sensitive areas.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Estimated Assumed Closing Date Liabilities" is defined inSection 1.3.3(a).

"Estimated Assumed Current Assets" is defined inSection 1.3.3(a).

"Estimated Assumed Current Assets Statement" is defined inSection 1.3.3(a).

"Exchange Act" is defined inSection 3.1.4(b).

"Excluded Assets" is defined inSection 1.1.2.

"Excluded Contracts" is defined inSection 1.1.2(g).

"Excluded Liabilities" is defined inSection 1.4.2.

"FIRPTA" means Foreign Investment in Real Property Tax Act.

"GAAP" is defined inSection 3.1.5(b).

"Governmental Authorities" is defined inSection 3.1.4(b).

"Hazardous Substance" means "hazardous substance," "pollutant," or "contaminant," and "petroleum" and "natural gas liquids" as those terms
are defined or used in Section 101 of CERCLA, and any other
substances regulated because of their effect or potential effect on public health and the environment, including, without limitation, PCBs, lead paint, asbestos, urea formaldehyde, bioaerosols,
radioactive materials, mold, and putrescible and infectious materials.

"HSR Act" is defined inSection 3.1.4(b).

"Indemnitee" is defined inSection 6.3(a).

"Indemnitor" is defined inSection 6.3(a).

"Independent Accounting Firm" is defined inSection 1.3.3(b).

"Intellectual Property" is defined inSection 3.1.18(b).

"Interested Party" is defined inSection 4.3.

"Inventory" is defined inSection 1.1.1(d).

"IRS" means the Internal Revenue Service.

"knowledge" is defined inSection 8.22.

"Landlord's Consents" is defined inSection 2.2(a)(xi).

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"Latest Balance Sheet" is defined inSection 3.1.5(c).

"Lease Assignments" is defined inSection 2.2(a)(iii).

"Leased Property" is defined inSection 1.1.1(a).

"Leases" is defined inSection 1.1.1(a).

"Liabilities Schedule" is defined inSection 1.3.3(a).

"Liens" means mortgages, liens, security interests, pledges, easements, rights of first refusal, options, restrictions or encumbrances of
any kind.

"Losses" is defined inSection 6.3(a).

"Material Adverse Effect" means in respect of any Person, any change in, or effect on such Person, or, in the case of the Seller, the
Business or the Assets, in each case taken as a whole, which is or is reasonably likely to be, materially adverse to the business, operations, assets, liabilities, financial condition of the Business
or the Assets, taken as a whole.

"Material Contract" is defined inSection 3.1.16(a).

"Newco" is defined inSection 1.6.

"Non-Solicitation Agreement" is defined inSection 5.1.6.

"Notice of Claim" is defined inSection 6.3(b).

"OSHA" means Occupational Safety and Health Administration.

"Parent" is defined in the first paragraph of this Agreement.

"Parent Representatives" is defined inSection 4.1.7.

"Party" or "Parties" means one or more as the context requires of CHE, Seller, Parent and
Purchaser.

"Permits" is defined inSection 1.1.1(f).

"Permitted Liens" is defined inSection 3.1.14.

"Person" is defined inSection 8.13.

"Piper Jaffray" is defined inSection 3.1.10.

"Possessory Collateral" is defined inSection 5.1.9(a).

"Preferred Stock" is defined inSection 3.1.3.

"Premises" is defined in Recital A.

"Proceedings" is defined inSection 3.1.8.

"Proxy Statement" is defined inSection 3.1.9.

"Purchaser" is defined in the first paragraph of this Agreement.

"Purchaser Losses" is defined inSection 6.1.

"Purchaser's Disclosure Schedule" is defined inSection 3.2.

"Purchaser's Medical Plan" is defined inSection 7.1(b).

"Purchase Price" is defined inSection 1.3.1.

"Release Documents" is defined inSection 5.1.9(a).

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"Required Company Vote" is defined inSection 3.1.3.

"Required Consents" is defined inSection 3.1.4(b).

"Restated Certificate of Incorporation" is defined inSection 3.1.2.

"Returns" means, collectively, with respect to any Person, returns, declarations of estimated tax, tax reports, information returns and
statements relating to any material Taxes with respect to any income, assets or operations.

"SEC" means the Securities and Exchange Commission.

"Securities Act" is defined inSection 3.1.4(b).

"Seller" is defined in the first paragraph of this Agreement. In addition, "Seller" shall mean any Subsidiary of Chart House, Inc.
or CHE, owning any interest in the Assets or the Business.

"Seller Losses" is defined inSection 6.2.

"Seller's Disclosure Schedule" is defined inSection 3.1.

"Seller's Medical Plan" is defined inSection 7.1(b)(ii).

"Senior Debt" means the Company's Revolving Credit and Term Loan Agreement.

"Senior Lender" means the holder of the Senior Debt.

"Stock Sale" is defined inSection 1.6.

"Sub Debt" means the Company's outstanding unsecured notes.

"Sub Lender" means the holder of the Sub Debt Amount.

"Subsidiary" means, with respect to any Person, any other Person of which more than fifty percent (50%) of the capital stock or other
interests entitled to vote in the election of directors or comparable Persons performing similar functions are at the time owned or controlled, directly or indirectly, through one or more
Subsidiaries, by such Person.

"Subsidiary Documents" is defined inSection 3.1.2.

"Superior Proposal" is defined inSection 7.6(b).

"Taxes" in the plural and "Tax" in the singular means all federal, state, local and foreign taxes, including income, employment (including
Social Security, withholding and state disability), excise, property, franchise, gross income, real or personal property, ad valorem, sales, use, customs, duties, and other taxes, fees, assessments or
charges of any kind, together with all interest, additions to tax and penalties relating thereto.

"Tax Return" means any return, report, declaration, form, claim for refund or information return or statement relating to Taxes, including
any schedule or attachment thereto, and including any amendment thereof.

"Third Party" is defined inSection 7.6(b).

"Third Party Claims" is defined inSection 6.3(c).

"Transferred Employees" is defined inSection 7.1(a).

"Transition Services Agreement" is defined inSection 2.2(a)(v).

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