Exhibit
      10.6

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      U.S. SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN
      JURISDICTION, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED
      PURSUANT TO THE RELEVANT PROVISIONS OF U.S. FEDERAL AND STATE AND APPLICABLE
      FOREIGN SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER U.S.
      FEDERAL AND STATE AND APPLICABLE FOREIGN SECURITIES LAWS IS NOT
      REQUIRED.

     

    
      PACIFIC
        RESTAURANT HOLDINGS, INC.

       

    

    2007
      STOCK INCENTIVE PLAN

    NOTICE
      OF RESTRICTED STOCK AWARD

     

    Pacific
      Restaurant Holdings, Inc. (the “Company”) hereby grants you an award (“Award”)
      of restricted shares (“Shares”) of the Company’s common stock (“Stock”) on the
      following terms. The terms and conditions of this Award are set forth in the
      Restricted Share Agreement and the Pacific Restaurant Holdings, Inc. 2007 Stock
      Incentive Plan (the “Plan”), both of which are attached to and made a part of
      this document.

     

    
      	
              Date
                of Grant:

            	 	 
	 	 	 
	
              Name
                of Recipient:

            	 	 
	 	 	 
	
              Number
                of Restricted Shares:

            	 	 
	 	 	 
	
              Fair
                Market Value per Share:

            	 	
              $_______
                per share

            
	 	 	 
	
              Total
                Fair Market Value of Award:

            	 	
              $________

            
	 	 	 
	
              Vesting
                Start Date:

            	 	
              ______________
                ____, 20____

            
	 	 	 
	
              Vesting
                Schedule:

            	 	
              [The
                Shares subject to this Award vest with respect to the first 25% of
                the
                Shares subject to this Award when Recipient completes one year of
                continuous Service after the Vesting Start Date, and with respect
                to an
                additional 25% of the Shares subject to this Award when Recipient
                completes each full year of continuous Service thereafter.]

            


    

    

      PACIFIC
        RESTAURANT HOLDINGS, INC.

      NOTICE
        OF
        RESTRICTED STOCK AWARD

    


    
      
        
        

      

      
        -1-

        
          

        

      

       

    


    By
      signing this document, you acknowledge receipt of a copy of the Plan, and agree
      that (a) you have carefully read, fully understand and agree to all of the
      terms
      and conditions described in the attached Restricted Share Agreement and the
      Plan; (b) you hereby make the Recipient’s investment representations contained
      in the Restricted Share Agreement with respect to the grant of this Award;
      (c)
      you understand and agree that the Restricted Share Agreement, including its
      cover sheet and attachments, constitutes the entire understanding between you
      and the Company regarding this Award, and that any prior agreements, commitments
      or negotiations concerning this Award are replaced and superseded; and (d)
      you
      have been given an opportunity to consult your own legal and tax counsel with
      respect to all matters relating to this Award prior to signing this cover sheet
      and that you have either consulted such counsel or voluntarily declined to
      consult such counsel.

     

    
      	 	 	 
	
              [______________________________]

            	
              PACIFIC
                RESTAURANT HOLDINGS, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
               

              Its:

            	
              

            
	 	
            	
              

            


    

    
      

        PACIFIC
          RESTAURANT HOLDINGS, INC.

        NOTICE
          OF
          RESTRICTED STOCK AWARD

      


      
        
          
          

        

        
          -2-

          
            

          

        

         

      

    

     

    
      PACIFIC
        RESTAURANT HOLDINGS, INC.

    

     

    2007
      STOCK INCENTIVE PLAN

    RESTRICTED
      SHARE AGREEMENT

    

      THIS
        AGREEMENT is dated as of _______________, ____, between Pacific Restaurant
        Holdings, Inc. (the “Company”), and ______________ (“Recipient”).

       

      
        	SECTION
                1.	
                PAYMENT
                  FOR SHARES.

              


      

       

      The
        Company hereby transfers to Recipient the aggregate number of Shares
set
        forth
        in the Notice of Restricted Stock Award in consideration of services rendered
        by
        Recipient having a value at least equal to the aggregate Fair Market Value
        of
        such Shares. 

       

      
        	SECTION
                2.	
                GOVERNING
                  PLAN.

              


      

       

      The
        Shares are granted pursuant and subject in all respects to the applicable
        provisions of the Pacific Restaurant Holdings, Inc. 2007 Stock Incentive
        Plan
        (the “Plan”), which is incorporated herein by reference. Terms not otherwise
        defined in this Agreement have meanings ascribed to them in the
        Plan.

       

      
        	SECTION
                3.	
                VESTING

              


      

       

      The
        Shares will vest in accordance with the schedule set forth in the Notice
        of
        Restricted Stock Award. 

       

      No
        additional Shares vest after Recipient’s Service as an Employee has terminated
        for any reason.

       

      
        	SECTION
                4.	
                TAX
                  CONSEQUENCES

              


      

       

      
        	 	
                (a)

              	
                No
                  stock certificates will be released to Recipient unless Recipient
                  has made
                  arrangements acceptable to the Company to pay any withholding taxes
                  that
                  may be due as a result of this award or the vesting of the Shares.
                  With
                  the Company’s consent, these arrangements may include (a) withholding
                  shares of Stock that otherwise would be delivered to Recipient
                  when they
                  vest or (b) surrendering shares that Recipient previously acquired.
                  If
                  Recipient fails to make arrangements acceptable to the Company
                  to pay any
                  such withholding taxes, the Company, in its sole discretion, may
                  withhold
                  shares of Common Stock that otherwise would be distributed to Recipient
                  when they vest (or upon such other date on which withholding obligations
                  arise) to satisfy the withholding obligation, but not in excess
                  of the
                  amount of shares necessary to satisfy the minimum withholding amount.
                  The
                  fair market value of the shares surrendered, determined as of the
                  date
                  when taxes otherwise would have been withheld in cash, will be
                  applied as
                  credit against the withholding taxes. Recipient also authorizes
                  the
                  Company, or Recipient’s actual employer, to satisfy all withholding
                  obligations of the Company or Recipient’s actual employer from Recipient’s
                  wages or other cash compensation payable to Recipient by the Company
                  or
                  Recipient’s actual employer.

              


      

      

        PACIFIC
          RESTAURANT HOLDINGS, INC.

        RESTRICTED
          SHARE AGREEMENT

         

      

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (b)

              	
                In
                  connection with the receipt of the Shares pursuant to this Agreement,
                  Recipient may consider making an election under Section 83(b) of the
                  Internal Revenue Code (the “83(b) Election”), a form of which can be found
                  on page D-3 of Exhibit D.
                  The
                  83(b) Election must be filed within thirty (30) days after the
                  date of
                  grant of the Shares. RECIPIENT
                  SHOULD CONSULT A TAX AND/OR FINANCIAL ADVISOR BEFORE MAKING AN
                  83(b)
                  ELECTION.

              


      

       

      
        	SECTION
                5.	
                FORFEITURE

              


      

       

      Upon
        the
        date Recipient’s Service as an Employee of the Company terminates for any
        reason, all Shares of Stock received by Recipient pursuant to this Agreement
        that have not vested under the terms of the Agreement, together with any
        shares
        of Stock issued as a dividend or other distribution on, in exchange for or
        upon
        the conversion of such unvested Stock (collectively, the “Subject Shares”), will
        be forfeited to the extent that they have not vested before such date and
        do not
        vest as a result of termination. This means that the Restricted Shares will
        immediately revert to the Company with
        no
        further action required by the Company.
        Recipient will
        receive no
        payment for Restricted Shares that are forfeited. The Company determines
        when
        Recipient’s Service terminates for this purpose. 

       

      
        	SECTION
                6.	
                ESCROW
                  OF SHARES.

              


      

       

      
        	 	
                (a)

              	
                To
                  ensure that Recipient’s unvested Shares are delivered to the Company in
                  the event of a forfeiture described in Section 5, Recipient agrees
                  promptly following the execution of this Agreement, to deliver
                  to and
                  deposit with the escrow agent (the “Escrow Agent”) named in the Joint
                  Escrow Instructions attached as Exhibit A,
                  the certificate(s) evidencing the unvested Shares and an Assignment
                  Separate from Certificate executed by Recipient (with date and
                  number of
                  shares in blank) in the form attached as Exhibit B.
                  The certificate(s) evidencing the unvested Shares and the Assignment
                  Separate from Certificate shall be delivered to the Escrow Agent
                  and held
                  under the Joint Escrow Instructions, which shall be delivered to
                  the
                  Escrow Agent promptly following the execution of this
                  Agreement.

              


      

       

      
        	 	
                (b)

              	
                Promptly
                  following the date when the Shares have vested in full, the Company
                  shall
                  direct the Escrow Agent to deliver to Recipient a certificate or
                  certificates representing the Shares. 

              


      

       

      
        	SECTION
                7.	
                ADJUSTMENT
                  OF SHARES.

              


      

       

      Subject
        to the provisions of the Certificate of Incorporation of the Company,
        if
        (a) there is any stock dividend or liquidating dividend of cash and/or
        property, stock split or other change in the character or amount of any of
        the
        outstanding securities of the Company, or
        (b) there
        is any consolidation, merger or sale of all or substantially all of the assets
        of the Company,
        then, in
        such event, any and all new, substituted or additional securities or other
        property to which Recipient is entitled by reason of Recipient’s ownership of
        the Shares shall be immediately subject to the forfeiture provisions of Section
        5 with the same force and effect as the Shares subject to the forfeiture
        provisions of Section 5. Appropriate adjustments shall be made to the number
        and/or class of shares subject to the forfeiture provisions of Section 5
        to
        reflect the exchange or distribution of such securities. In the event of
        a
        merger or consolidation of the Company with or into another entity or any
        other
        corporate reorganization, the forfeiture provisions of Section 5 may be enforced
        by the Company’s successor.

      
        

          PACIFIC
            RESTAURANT HOLDINGS, INC.

          RESTRICTED
            SHARE AGREEMENT

           

        

        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

      

       

      
        	SECTION
                8.	
                TRANSFER
                  BY RECIPIENT TO CERTAIN
                  PEOPLE.

              


      

       

      
        	 	
                (a)

              	
                Notwithstanding
                  anything herein to the contrary, Recipient may not transfer, assign,
                  encumber or otherwise dispose of any Subject Shares without the
                  Company’s
                  written consent, except that Recipient may transfer Subject Shares
                  to one
                  or more members of Recipient’s Immediate Family (as defined below), or to
                  a trust established by Recipient for the benefit of Recipient and/or
                  one
                  or more members of Recipient’s Immediate Family, provided that the
                  transferee agrees in writing on a form prescribed by the Company
                  to be
                  bound by all of the provisions of this Agreement to the same extent
                  as
                  they apply to Recipient. The transferee shall execute a copy of
                  Exhibit C
                  and file the same with the Secretary of the
                  Company.

              


      

       

      
        	 	
                (b)

              	
                For
                  purposes of this Agreement, Immediate Family means any child, stepchild,
                  grandchild, parent, stepparent, grandparent, spouse, sibling,
                  mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law
                  or sister-in-law, and shall include adoptive
                  relationships.

              


      

       

      
        	SECTION
                9.	
                LEGEND
                  OF SHARES.

              


      

       

      All
        certificates representing the Common Stock awarded under this Agreement shall,
        where applicable, have endorsed thereon the following legends and any other
        legends required by applicable securities laws:

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED
        UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
        OF ANY
        STATE OR FOREIGN JURISDICTION, AND MAY BE OFFERED AND SOLD ONLY IF REGISTERED
        AND QUALIFIED PURSUANT TO THE RELEVANT PROVISIONS OF U.S. FEDERAL AND STATE
        AND
        APPLICABLE FOREIGN SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN OPINION
        OF
        COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER
        U.S. FEDERAL AND STATE AND APPLICABLE FOREIGN SECURITIES LAWS IS NOT
        REQUIRED.

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED,
        ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS
        OF
        A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER HEREOF. SUCH
        AGREEMENT PROVIDES FOR CERTAIN TRANSFER RESTRICTIONS, INCLUDING RIGHTS OF
        FIRST
        REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SECURITIES AND CERTAIN FORFEITURE
        RESTRICTIONS. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH
        A
        COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.

      
        

          PACIFIC
            RESTAURANT HOLDINGS, INC.

          RESTRICTED
            SHARE AGREEMENT

           

        

        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        

      

       

      
        	SECTION
                10.	
                RECIPIENT’S
                  INVESTMENT
                  REPRESENTATIONS.

              


      

       

      
        	 	
                (a)

              	
                This
                  Agreement is made with Recipient in reliance upon Recipient’s
                  representation to the Company, which by Recipient’s acceptance hereof
                  Recipient confirms, that the Common Stock which Recipient will
                  receive
                  will be acquired for investment for an indefinite
                  period for Recipient’s own account, not as a nominee or agent, and not
                  with a view to the sale or distribution of any part thereof, and
                  that
                  Recipient has no present intention of selling, granting participation
                  in,
                  or otherwise distributing the same, but subject, nevertheless,
                  to any
                  requirement of law that the disposition of Recipient’s property shall at
                  all times
                  be within Recipient’s
                  control. By executing this Agreement, Recipient further represents
                  that
                  Recipient does not have any contract, understanding or agreement
                  with any
                  person to sell, transfer, or grant participation to such person
                  or to any
                  third person, with respect to any of the Common
                  Stock.

              


      

       

      
        	 	
                (b)

              	
                Recipient
                  understands that the Common Stock will not be registered or qualified
                  under applicable U.S. federal, state or foreign securities laws
                  on the
                  ground that the sale provided for in this Agreement is exempt from
                  registration or qualification under applicable U.S. federal, state
                  or
                  foreign securities laws and that the Company’s
                  reliance on such exemption is predicated on Recipient’s representations
                  set forth herein.

              


      

       

      
        	 	
                (c)

              	
                Recipient
                  agrees that in no event shall Recipient make a disposition of any
                  of the
                  Common Stock (including a disposition under Section 8 of this
                  Agreement), unless and until
                  (i) Recipient
                  shall have notified the Company of the proposed disposition and
                  shall have
                  furnished the Company with a statement of the circumstances surrounding
                  the proposed disposition and
                  (ii) Recipient
                  shall have furnished the Company with an opinion of counsel satisfactory
                  to the Company to the effect that
                  (A) such
                  disposition will not require registration or qualification of such
                  Common
                  Stock under applicable U.S. federal, state or foreign securities
                  laws
                  or
                  (B) appropriate
                  action necessary for compliance with the U.S. federal, state or
                  foreign
                  securities laws has been taken or
                  (iii) the
                  Company shall have waived, expressly and in writing, its rights
                  under
                  clauses (i) and (ii) of this
                  Section.

              


      

       

      
        	 	
                (d)

              	
                With
                  respect to a transaction occurring prior to such date as the Plan
                  and
                  Common Stock thereunder are covered by a valid Form S-8 or similar
                  U.S.
                  federal registration statement, this Subsection shall apply unless the
                  transaction is covered by the exemption in California Corporations
                  Code
                  section 25102(o) or a similar broad-based exemption. In connection
                  with the investment representations made herein, Recipient represents
                  that
                  Recipient is able to fend for himself or herself in the transactions
                  contemplated by this Agreement, has such knowledge and experience
                  in
                  financial and business matters as to be capable of evaluating the
                  merits
                  and risks of Recipient’s investment, has the ability to bear the economic
                  risks of Recipient’s investment and has been furnished with and has had
                  access to such information as would be made available in the form
                  of a
                  registration statement together with such additional information
                  as is
                  necessary to verify the accuracy of the information supplied and
                  to have
                  all questions answered by the
                  Company.

              


      

      
        

          PACIFIC
            RESTAURANT HOLDINGS, INC.

          RESTRICTED
            SHARE AGREEMENT

           

        

        
          
            
            

          

          
            -4-

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                (e)

              	
                Recipient
                  understands that if the Company does not register with the Securities
                  and
                  Exchange Commission pursuant to section 12 of the U.S. Securities
                  Exchange Act of 1934, as amended, or if a registration statement
                  covering
                  the Common Stock (or a filing pursuant to the exemption from registration
                  under Regulation A of the Securities Act) under the Securities
                  Act is not
                  in effect when Recipient desires to sell the Common Stock, Recipient
                  may
                  be required to hold the Common Stock for an indeterminate period.
                  Recipient also acknowledges that Recipient understands that any
                  sale of
                  the Common Stock which might be made by Recipient in reliance upon
                  Rule
                  144 under the Securities Act may be made only in limited amounts
                  in
                  accordance with the terms and conditions of that
                  Rule.

              


      

       

      
        	SECTION
                11.	
                NO
                  DUTY TO TRANSFER IN VIOLATION OF THIS
                  AGREEMENT.

              


      

       

      The
        Company shall not be required (a) to transfer on its books any shares of
        Common Stock of the Company which shall have been sold or transferred in
        violation of any of the provisions set forth in this Agreement or (b) to
        treat as owner of such shares or to accord the right to vote as such owner
        or to
        pay dividends to any transferee to whom such shares shall have been so
        transferred.

       

      
        	SECTION
                12.	
                RIGHTS
                  OF RECIPIENT.

              


      

       

      
        	 	
                (a)

              	
                Except
                  as otherwise provided herein, Recipient shall, during the term
                  of this
                  Agreement, exercise all rights and privileges of a stockholder
                  of the
                  Company with respect to the Common
                  Stock.

              


      

       

      
        	 	
                (b)

              	
                Nothing
                  in this Agreement shall be construed as a right by Recipient to
                  be
                  retained by the Company, or a parent or subsidiary of the Company
                  in any
                  capacity. The Company reserves the right to terminate Recipient’s Service
                  at any time and for any reason without thereby incurring any liability
                  to
                  Recipient.

              


      

       

      
        	SECTION
                13.	
                RESALE
                  RESTRICTIONS/MARKET
                  STAND-OFF.

              


      

       

      Recipient
        hereby agrees that in connection with any underwritten public offering by
        the
        Company of its equity securities pursuant to an effective registration statement
        filed under the Securities Act, including the Company’s initial public offering,
        Recipient shall not, directly or indirectly, engage in any transaction
        prohibited by the underwriter, or sell, make any short sale of, contract
        to
        sell, transfer the economic risk of ownership in, loan, hypothecate, pledge,
        grant any Award for the purchase of, or otherwise dispose or transfer for
        value
        or agree to engage in any of the foregoing transactions with respect to any
        Common Stock without the prior written consent of the Company or its
        underwriters, for such period of time after the effective date of such
        registration statement as may be requested by the Company or such underwriters.
        Such period of time shall not exceed one hundred eighty (180) days; provided,
        however, that if either (a) during the last seventeen (17) days of such one
        hundred eighty (180) day period, the Company issues an earnings release or
        material news or a material event relating to the Company occurs or (b) prior
        to
        the expiration of such one hundred eighty (180) day period, the Company
        announces that it will release earnings results during the sixteen (16) day
        period beginning on the last day of the one hundred eighty (180) day period,
        then the restrictions imposed during such one hundred eighty (180) day period
        shall continue to apply until the expiration of the eighteen (18) day period
        beginning on the issuance of the earnings release or the occurrence of the
        material news or material event; and provided, further, that in the event
        the
        Company or the underwriter requests that the one hundred eighty (180) day
        period
        be extended or modified pursuant to then-applicable law, rules, regulations
        or
        trading policies, the restrictions imposed during the one hundred eighty
        (180)
        day period shall continue to apply to the extent requested by the Company
        or the
        underwriter to comply with such law, rules, regulations or trading policies.
        Recipient hereby agrees to execute and deliver such other agreements as may
        be
        reasonably requested by the Company or the underwriter which are consistent
        with
        the foregoing or which are necessary to give further effect thereto. To enforce
        the provisions of this Section, the Company may impose stop-transfer
        instructions with respect to the Common Stock until the end of the applicable
        stand-off period.

      
        

          PACIFIC
            RESTAURANT HOLDINGS, INC.

          RESTRICTED
            SHARE AGREEMENT

           

        

        
          
            
            

          

          
            -5-

            
              

            

          

          
            
            

          

        

      

       

      
        	SECTION
                14.	
                OTHER
                  NECESSARY ACTIONS.

              


      

       

      The
        parties agree to execute such further instruments and to take such further
        action as may reasonably be necessary to carry out the intent of this
        Agreement.

       

      
        	SECTION
                15.	
                NOTICE.

              


      

       

      Any
        notice required or permitted under this Agreement shall be given in writing
        and
        shall be deemed effectively given upon the earliest of personal delivery,
        receipt or the third full day following deposit in the United States Post
        Office
        with postage and fees prepaid, addressed to the other party hereto at the
        address last known or at such other address as such party may designate by
        ten
        (10) days’ advance written notice to the other party hereto.

       

      
        	SECTION
                16.	
                SUCCESSORS
                  AND ASSIGNS.

              


      

       

      This
        Agreement shall inure to the benefit of the successors and assigns of the
        Company and, subject to the restrictions on transfer herein set forth, be
        binding upon Recipient and Recipient’s heirs, executors, administrators,
        successors and assigns. The failure of the Company in any instance to exercise
        the Right of First Refusal described herein shall not constitute a waiver
        of any
        other Right of First Refusal that may subsequently arise under the provisions
        of
        this Agreement. No waiver of any breach or condition of this Agreement shall
        be
        deemed to be a waiver of any other or subsequent breach or condition, whether
        of
        a like or different nature.

      
        

          PACIFIC
            RESTAURANT HOLDINGS, INC.

          RESTRICTED
            SHARE AGREEMENT

           

        

        
          
            
            

          

          
            -6-

            
              

            

          

          
            
            

          

        

      

       

      
        	SECTION
                17.	
                APPLICABLE
                  LAW.

              


      

       

      This
        Agreement shall be governed by, and construed in accordance with, the laws
        of
        the State of California, as such laws are applied to contracts entered into
        and
        performed in such state.

       

      
        	SECTION
                18.	
                NO
                  STATE QUALIFICATION.

              


      

       

      THE
        SALE
        OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED
        WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE
        ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
        CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE
        SALE
        OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105
        OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
        ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS
        THE
        SALE IS SO EXEMPT.

       

      
        	SECTION
                19.	
                NO
                  ORAL MODIFICATION.

              


      

       

      No
        modification of this Agreement shall be valid unless made in writing and
        signed
        by the parties hereto.

       

      
        	SECTION
                20.	
                ENTIRE
                  AGREEMENT.

              


      

       

      This
        Agreement and the Plan constitute the entire complete and final agreement
        between the parties hereto with regard to the subject matter
        hereof.

       

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

       

      
        	 	 	 
	
                PACIFIC
                  RESTAURANT HOLDINGS, INC.

              	
                [______________________________]

              
	 
 	 
 	 
 
	
                By:
                  

              	      	
              
	
                
                  

                

                Its:
                  

                
                  
                    

                  

                

              	
                

                Signature

              


      

       

      
        
          PACIFIC
            RESTAURANT HOLDINGS, INC.

          RESTRICTED
            SHARE AGREEMENT

           

        

        
          
            
            

          

          
            -7-

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT A

       

      
        JOINT
          ESCROW INSTRUCTIONS
_________, ____

       

      To
        Secretary of

      Pacific
        Restaurant Holdings, Inc.

      804
        Pier
        View Way, Suite 208

      Oceanside,
        California 92054

      


      Dear
        Sir
        or Madam:

       

      As
        Escrow
        Agent for Pacific Restaurant Holdings, Inc. (the “Company”), and [Name
        of Recipient]
        (the
“Recipient”), you are authorized and directed to hold the Assignment Separate
        from Certificate form(s) executed by Recipient and the certificate(s) of
        stock
        representing Recipient’s unvested shares transferred in accordance with the
        terms of the restricted share agreement (the “Agreement”) entered into between
        the Company and Recipient, in accordance with the following
        instructions:

       

      1. In
        the
        event of a forfeiture
        described in Section 5 of the Agreement,
        Recipient and the Company hereby irrevocably authorize and direct you to
        effect
        the contemplated forfeiture, and to promptly deliver the stock
        certificates.

       

      2. Promptly
        following a forfeiture describe in Section 5 of the Agreement, you are directed
        (a) to date the Assignment Separate from Certificate form(s) necessary for
        the transfer in question, (b) to fill in the number of shares being
        transferred, and (c) to deliver the form(s), together with the certificate
        or certificates evidencing the shares to be transferred, to the Company.
        

       

      3. Recipient
        irrevocably authorizes the Company to deposit with you any certificates
        evidencing shares to be held by you under this letter and any additions and
        substitutions to the shares as defined in the Agreement. Recipient irrevocably
        appoints you as his or her attorney-in-fact and agent for the term of this
        escrow to execute, with respect to the shares of stock, all documents necessary
        or appropriate to make such securities negotiable and to complete any
        transaction contemplated by these Joint Escrow Instructions. Subject to the
        provisions of this Section 3, Recipient shall exercise all rights and
        privileges, including but not limited to, the right to vote and to receive
        dividends (if any), of a stockholder of the Company while the shares are
        held by
        you.

       

      4. In
        accordance with the terms of Section 6(b) of the Agreement, you may deliver
        to Recipient a certificate or certificates representing shares that are no
        longer subject to the forfeiture restrictions described in Section 5 of the
        Agreement.

       

      5. This
        escrow shall terminate upon the release of all shares held under the terms
        and
        provisions hereof.

      

        PACIFIC
          RESTAURANT HOLDINGS, INC.

        EXHIBIT A
          TO
          RESTRICTED SHARE AGREEMENT

        JOINT
          ESCROW INSTRUCTIONS

      

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      6. If
        at the
        time of termination of this escrow you should have in your possession any
        documents, securities or other property belonging to Recipient, you shall
        deliver them to Recipient and shall be discharged from all further obligations
        under these Joint Escrow Instructions.

       

      7. Your
        duties under these Joint Escrow Instructions may be altered, amended, modified
        or revoked only by a writing signed by all of the parties.

       

      8. You
        shall
        be obligated to perform the duties described in these Joint Escrow Instructions
        and shall be protected in relying or refraining from acting on any instrument
        reasonably believed by you to be genuine and to have been signed or presented
        by
        the proper party or parties. You shall not be personally liable for any act
        or
        omission as Escrow Agent or as attorney-in-fact of Recipient while acting
        in
        good faith and in the exercise of your own good judgment, and any act or
        omission by you pursuant to the advice of your own attorneys shall be conclusive
        evidence of such good faith.

       

      9. You
        are
        expressly authorized to disregard any and all warnings given by any of the
        parties hereto or by any other person or corporation, excepting only orders
        or
        process of courts of law, and are expressly authorized to comply with and
        obey
        orders, judgments or decrees of any court. In case you obey or comply with
        any
        such order, judgment or decree of any court, you shall not be liable to any
        of
        the parties under these Joint Escrow Instructions or to any other person,
        firm
        or corporation by reason of such compliance, notwithstanding any such order,
        judgment or decree being subsequently reversed, modified, annulled, set aside,
        vacated or found to have been entered without jurisdiction.

       

      10. You
        shall
        not be liable in any respect on account of the identity, authority or rights
        of
        the parties executing or delivering or purporting to execute or deliver the
        Agreement or any documents or papers deposited or called for under these
        Joint
        Escrow Instructions.

       

      11. You
        shall
        not be liable for the outlawing of any rights under any statute of limitations
        with respect to these Joint Escrow Instructions or any documents deposited
        with
        you.

       

      12. You
        shall
        be entitled to employ such legal counsel and other experts as you may deem
        necessary properly to advise you in connection with your obligations under
        these
        Joint Escrow Instructions and may rely upon the advice of such
        counsel.

       

      13. Your
        responsibilities as Escrow Agent under these Joint Escrow Instructions shall
        terminate if you shall cease to be employed by the Company or if you shall
        resign by written notice to each party. In the event of any such termination,
        the Company shall appoint any officer of the Company as successor Escrow
        Agent.

       

      14. If
        you
        reasonably require other or further instruments in connection with these
        Joint
        Escrow Instructions or obligations under these Joint Escrow Instructions,
        the
        parties shall furnish such instruments.

      
        

          PACIFIC
            RESTAURANT HOLDINGS, INC.

          EXHIBIT A
            TO
            RESTRICTED SHARE AGREEMENT

          JOINT
            ESCROW INSTRUCTIONS

        

         

        
          
            
            

          

          
            A-2

            
              

            

          

          
            
            

          

        

      

       

      15. It
        is
        understood and agreed that should any dispute arise with respect to the delivery
        and/or ownership or right of possession of the securities held by you under
        these Joint Escrow Instructions, you are authorized and directed to retain
        in
        your possession without liability to anyone all or any part of the securities
        until the dispute is settled either by mutual written agreement of the parties
        or by a final order, decree or judgment of a court of competent jurisdiction
        after the time for appeal has expired and no appeal has been perfected. You
        are
        under no duty whatsoever to institute or defend against any such
        proceedings.

       

      16. Any
        notice required or permitted under these Joint Escrow Instructions shall
        be
        given in writing and will be deemed effectively given upon personal delivery
        or
        upon deposit in the United States Post Office, by registered or certified
        mail
        with postage and fees prepaid, addressed to each of the other
        parties.

       

      17. By
        signing these Joint Escrow Instructions, you become a party only for the
        purpose
        of these Joint Escrow Instructions; you do not become a party to the
        Agreement.

       

      18. This
        instrument shall be governed by and construed in accordance with the laws
        of the
        State of California.

       

      19. This
        instrument shall be binding upon and inure to the benefit of the parties
        hereto
        and their respective successors and permitted assigns.

      
        	 	 	 
	 	
                Very
                  truly yours,

                


                Pacific
                  Restaurant Holdings, Inc.

              
	 
 	 
 	 
 
	
              	By  	
              
	 	
                 

                Its

              	
                

              
	
              	
              	
                

              


      

      

        	ESCROW
                AGENT:	 	 	[___________________________________]
	 	 	 	 
	 	 	 	 
	
              	 	 	
              
	
                
Signature	 	 	
                
                  
Signature

              


      

      
        

          PACIFIC
            RESTAURANT HOLDINGS, INC.

          EXHIBIT A
            TO
            RESTRICTED SHARE AGREEMENT

          JOINT
            ESCROW INSTRUCTIONS

        

         

        
          
            
            

          

          
            A-3

            
              

            

          

          
            
            

          

        

      


      EXHIBIT B

       

      ASSIGNMENT
        SEPARATE FROM CERTIFICATE

       

      FOR
        VALUE
        RECEIVED, [Name
        of Recipient]
        sells,
        assigns and transfers to Pacific Restaurant Holdings, Inc. (the “Company”) or
        its assignee [print
        the number of shares]
        ([#
        of shares])
        shares
        of the Common Stock of the Company (the “Shares”), standing in his or her name
        on the books of the Company represented by Certificate No. ___________ and
        irrevocably constitutes and appoints [Name/Title
        of Escrow Agent]
        as
        Attorney to transfer the Shares on the books of the Company with full power
        of
        substitution in the premises.

       

      Dated:
        ____________________, ____.

       

      
        	 	 	 
	 	
                [NAME
                  OF RECIPIENT]

              
	
              	 	
              
	
              	 	 
	
              	
              	
              
	 	
                

                (Signature)

              


      

       

      Spousal
        Consent (if applicable)

       

      ___________________
        (Recipient’s spouse) indicates by the execution of this Assignment his or her
        consent to be bound by the terms herein as to his or her interests, whether
        as
        community property or otherwise, if any, in the Shares.


      
        	 	 	 
	 	 	
                Printed
                  Name

              
	 	 	 
	
              	
              	
              
	 	
                

                Signature

              


      

       

      INSTRUCTIONS:
         PLEASE
        DO NOT FILL IN ANY BLANKS OTHER THAN
        THE SIGNATURE LINE. THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY
        TO
        ENFORCE THE FORFEITURE RESTRICTIONS SET FORTH IN THE RESTRICTED SHARE AGREEMENT
        WITHOUT REQUIRING ADDITIONAL SIGNATURES.

      

        PACIFIC
          RESTAURANT HOLDINGS, INC.

        EXHIBIT B
          TO STOCK AWARD AGREEMENT

        ASSIGNMENT
          SEPARATE FROM CERTIFICATE

         

        
          
            
            

          

          
            B-1

            
              

            

          

          
            
            

          

        

      


      EXHIBIT C

       

      ACKNOWLEDGMENT
        OF AND AGREEMENT TO BE BOUND

      BY
        THE RESTRICTED SHARE AGREEMENT OF

      PACIFIC
        RESTAURANT HOLDINGS, INC.

       

      The
        undersigned, as transferee of shares of Pacific Restaurant Holdings, Inc.
        hereby
        acknowledges that he or she has read and reviewed the terms of the Restricted
        Share Agreement of Pacific Restaurant Holdings, Inc. and hereby agrees to
        be
        bound by the terms and conditions thereof, as if the undersigned had executed
        said Agreement as an original party thereto.

       

      Dated:
        ____________________, ____.

       

      
        	 	 	
                

                (Signature
                  of Transferee)

              
	 
 	 
 	 
 
	
              	      	
                

                (Printed
                  Name of Transferee)

              


      

      

        PACIFIC
          RESTAURANT HOLDINGS, INC.

        EXHIBIT C
          TO RESTRICTED SHARE AGREEMENT

        ACKNOWLEDGMENT
          OF AND AGREEMENT TO BE BOUND BY THE RESTRICTED STOCK AGREEMENT

         

        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

           

        

      

      EXHIBIT D

       

      STEP-BY-STEP
        INSTRUCTIONS TO

      MAKE
        A SECTION 83(b) ELECTION

       

      WORD
        OF CAUTION: IF YOU CHOOSE TO FILE A SECTION 83(b) ELECTION, YOU MUST FILE
        YOUR SECTION 83(b) ELECTION FORM WITH THE IRS NO LATER THAN 30 DAYS
        FOLLOWING THE DATE OF GRANT OF THE RESTRICTED STOCK. THE 30-DAY DEADLINE
        IS
        ABSOLUTE AND CANNOT BE WAIVED UNDER ANY CIRCUMSTANCES. ALSO, ONCE FILED,
        YOUR
        SECTION 83(b) ELECTION FORM MAY NOT BE REVOKED, EXCEPT WITH THE CONSENT OF
        THE IRS (WHICH CONSENT IS GENERALLY DENIED).

       

      THESE
        INSTRUCTIONS ARE DISTRIBUTED MERELY FOR CONVENIENCE IN THE EVENT YOU CHOOSE
        TO
        FILE AN 83(b) ELECTION. THEY SHOULD NOT BE RELIED UPON BY ANY PERSON IN DECIDING
        WHETHER OR WHEN TO EXERCISE AN AWARD OR TO MAKE AN 83(b) ELECTION. EACH PERSON
        SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THESE
        MATTERS.

       

      
        	
                Step
                  1.

              	
                Complete
                  and execute the 83(b) Form found on page D-4 of this Exhibit D
                  (the “83(b) Form”). Do not fill in the blank in paragraph 6, which relates
                  to the fair market value of the property at the time of transfer.
                  Submit
                  the 83(b) Form to the Company and ask that the Company insert the
                  per
                  share fair market value of the shares in paragraph 6 of the 83(b)
                  Form.

              


      

       

      
        	
                Step
                  2.

              	
                Make
                  four copies of the executed and completed 83(b)
                  Form.

              


      

       

      
        	
                Step
                  3.

              	
                Mail
                  (a) the cover letter on page D-3 and (b) the original executed
                  83(b) Form
                  on page D-4 to the Internal Revenue Service Center where you file
                  your
                  U.S. federal income tax return.

              


      

       

      
        	 	
                The
                  tax, if any, arising out of your election does not have to be paid
                  until
                  you file your tax return for the taxable year in which you received
                  your
                  Award shares (except to the extent that withholding taxes or estimated
                  taxes are payable). The forms must be filed no later than 30 days
                  following the date of grant of the restricted stock. The
                  30-day deadline is absolute and cannot be waived under any
                  circumstances.
                  The filing is deemed to be made on the date that the forms are
                  mailed from
                  the post office, i.e., the postmark date. Mail the forms by registered
                  or
                  certified mail, return receipt requested, so that you have proof
                  that you
                  filed the forms within the 30-day period. If you miss the deadline,
                  you
                  will be taxed on your Award shares as they vest based on the value
                  of the
                  shares at that time. You should seek local tax advice on whether
                  you must
                  make a separate filing with your state of residence in order to
                  make a
                  similar election for purposes of your state income
                  tax.

              


      

       

      
        	
                Step
                  4.

              	
                Mail
                  or submit a copy of the filing with the Company on the same day
                  that you
                  file the 83(b) Form, and make sure that you retain copies of the
                  forms for
                  your records and for filing with your tax returns (see Step
                  5).

              


      

       

      
        	
                Step
                  5.

              	
                File
                  copies of the forms with your U.S. federal tax (and state tax,
                  if
                  appropriate) returns for the taxable year in which you received
                  your Award
                  shares.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Name
        of Recipient]

      [Recipient’s
        Address]

       

      [Date]

       

      VIA
        CERTIFIED MAIL

      


      Return
        Receipt Requested

      Receipt
        [enter
        receipt # here]

      


      Internal
        Revenue Service Center

      [Appropriate
        IRS center address]

       

      Re:
        Election Under Section 83(b) of the Internal Revenue
        Code

       

      Ladies
        and Gentlemen:

       

      Enclosed
        please find an executed form of election under Section 83(b) of the
        Internal Revenue Code of 1986 relating to the issuance of __________
        shares
        of Pacific Restaurant Holdings, Inc. Common Stock.

       

      Also
        enclosed is a copy of the 83(b) election and a stamped, self-addressed envelope.
        Please acknowledge receipt of these materials by stamping the enclosed copy
        of
        the 83(b) election with the date of receipt and returning it to me.

       

      Thank
        you
        for your attention to this matter.

      
        	 	 	 
	 	
                Very
                  truly yours,

                


                


                [Name
                  of Recipient]

              


      

      
        
           

        

      

      Enclosures

       

      cc:
        Pacific Restaurant Holdings, Inc. w/ encs.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SECTION 83(b)
        ELECTION

       

      This
        statement is being made under Section 83(b) of the Internal Revenue Code of
        1986, pursuant to Treasury Regulation section 1.83-2.

       

      1.
        The
        taxpayer who performed the services is:

       

      Name
        of
        Recipient: _____________

       

      Recipient’s
        Address: _____________

       

      Recipient’s
        Social Security Number: _____________

       

      2.
        The
        property with respect to which the election is being made is
        _____________ shares of common stock of Pacific Restaurant Holdings, Inc.,
        a Delaware corporation (the “Company”).

       

      3.
        The
        property was transferred on _______________, 200__. (Date of
        Exercise)

       

      4.
        The
        taxable year in which the election is being made is the calendar year
        200__.

       

      5.
        The
        property is subject to forfeiture restrictions pursuant to which the property
        will automatically be forfeited to the issuer upon the date the taxpayer’s
        employment with the issuer is terminated for any reason. The forfeiture
        restrictions lapse in a series of installments over a two-year
        period.

       

      6.
        The
        Fair Market Value of the property at the time of transfer (determined without
        regard to any restriction other than a restriction which by its terms will
        never
        lapse) is $_______ per share.

       

      7.
        The
        amount paid for such property is $____________.

       

      8.
        A copy
        of this statement was furnished to the Company for whom the taxpayer rendered
        the service underlying the transfer of property.

       

      9.
        This
        statement is executed as of ___________________, 200__.

       

      
        	 	 	 	 
	
              	 	 	 
	
                
                  

                

                Spouse
                  (if any)

              	 	 	
                
                  

                

                [Name
                  of Recipient]:
                  Taxpayer