Exhibit
      4.5

     

    Form
      Of
      Warrant

     

    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”),
      OR
      ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED,
      PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
      STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER
      APPLICABLE SECURITIES LAWS OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY
      TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

     

    PASSPORT
      RESTAURANTS, INC.

     

    WARRANT

     

    to
      purchase shares of

    Common
      Stock

     

    March  
,
      2007

     

    This
      WARRANT (this “Warrant”)
      of
      Passport Restaurants, Inc., a corporation duly organized and validly existing
      under the laws of the State of Texas (the “Company”),
      is
      being issued inn connection with the amendment of Company’s Convertible
      Promissory Note for $1,750,000 in favor of Absolute Return Fund.

     

    FOR
      VALUE
      RECEIVED, the Company hereby grants to ABSOLUTE
      RETURN FUND
      and its
      permitted successors and assigns (collectively, the “Holder”)
      the
      right to purchase from the Company up to ________________ shares of the
      Company’s Common Stock (such shares underlying this Warrant, the “Warrant
      Shares,”
with
      such number of Warrant Shares not being affected by or otherwise adjusted to
      reflect the Company’s planned reverse stock split or any other event effected
      prior to the consummation of a Qualified Offering), at a per share purchase
      price equal to the Applicable Exercise Price, subject to the terms, conditions
      and adjustments set forth below in this Warrant. If the Company completes a
      public offering of its equity securities resulting in gross proceeds to the
      Company of at least $5.0 million (a “Qualified
      Offering”)
      prior
      to December 31, 2007, then the Applicable Exercise Price will equal 50% of
      the
      public offering price in the Qualified Offering. If the Qualified Offering
      is
      not completed prior to December 31, 2007, then the Applicable Exercise Price
      will equal the lower of $3.00 per share and the average closing price of the
      Company’s Common Stock during the last 20 trading days immediately prior to
      December 31, 2007 as officially reported by the principal securities exchange
      on
      which the Common Stock is then listed or admitted to trading, or, if the Common
      Stock is not listed or admitted to trading on any securities exchange, as
      determined in good faith by resolution of the Board of Directors of the Company,
      based on the best information available to it. In the event that the Qualified
      Offering consists of units (comprised of a share of common stock and a warrant)
      5% of the price of such units shall be attributable to the warrants included
      in
      such units.

     

    
      
        
        

      

      
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    1  Expiration
      of Warrant.
      This
      Warrant shall expire on December 31, 2009 (the “Expiration
      Date”).

     

    2  Exercise
      of Warrant. This Warrant shall be exercisable pursuant to the terms of this
      Section 2.

     

    2.1  Manner
      of Exercise.

     

    (a)  This
      Warrant may only be exercised by the Holder hereof on or prior to the Expiration
      Date, in accordance with the terms and conditions hereof, in whole or in part
      (but not as to fractional shares) with respect to any portion of this Warrant,
      during the Company’s normal business hours on any day other than a Saturday or a
      Sunday or a day on which commercial banking institutions in New York, New York
      are authorized by law to be closed (a “Business
      Day”),
      by
      surrender of this Warrant to the Company at its office maintained pursuant
      to
      Section 9.2(a) hereof, accompanied by a written exercise notice in the form
      attached as Exhibit
      A
      to this
      Warrant (or a reasonable facsimile thereof) duly executed by the Holder,
      together with the payment of the aggregate Applicable Exercise Price for the
      number of Warrant Shares purchased upon exercise of this Warrant. Upon surrender
      of this Warrant, the Company shall cancel this Warrant document and shall,
      in
      the event of partial exercise, replace it with a new Warrant document in
      accordance with Section 2.3

     

    (b)  Each
      exercise of this Warrant must be accompanied by payment in full of the aggregate
      Applicable Exercise Price in cash by check or wire transfer in immediately
      available fiends for the number of Warrant Shares being purchased by the Holder
      upon such exercise.

     

    (c)  As
      an
      alternative to the method of payment set forth in Section 2(a) and in lieu
      of
      any cash payment required thereunder, the Warrant Holder shall have the right
      at
      any time and from time to time during the term of this Warrant to exercise
      this
      Warrant in whole or in part by surrendering its right to purchase a certain
      number of Warrant Shares hereunder (the right to purchase a Warrant Share
      hereunder being called herein a “Share
      Purchase Right”)
      as
      payment of the Aggregate Exercise Price due upon such exercise (a “Cashless
      Exercise”).
      A
      Cashless Exercise may be effected pursuant to this Section 2(c) by surrender
      of
      this Warrant with a duly executed notice of exercise in the form of Annex A
      hereto. The number of Share Purchase Rights to be surrendered in payment of
      the
      Aggregate Exercise Price of any Cashless Exercise hereunder shall be determined
      by dividing the Aggregate Exercise Price by an amount equal to the excess of
      (i)
      the Market Price per share of Common Stock on the date of such exercise (based
      on the closing price on the day price to exercise) over (ii) the Exercise Price
      per Share.

     

    2.2  When
      Exercise Effective.
      Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the Business Day on which this Warrant shall have
      been duly surrendered to the Company as provided in Sections 2.1 and 11 hereof,
      and, at such time, the Holder in whose name any certificate or certificates
      for
      Warrant Shares shall be issuable upon exercise as provided in Section 2.3 hereof
      shall be deemed to have become the holder or holders of record thereof of the
      number of Warrant Shares purchased upon exercise of this Warrant.

     

    
      
        
        

      

      
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    2.3  Delivery
      of Common Stock Certificates and New Warrant. As soon as reasonably
      practicable after each exercise of this Warrant, in whole or in part, and in
      any
      event within five (5) Business Days thereafter, the Company, at its expense
      (including the payment by it of any applicable issue taxes), will cause to
      be
      issued in the name of and delivered to the Holder hereof or, subject to Sections
      8 and 9 hereof; as the Holder (upon payment by the Holder of any applicable
      transfer taxes) may direct:

     

    (a)  a
      certificate or certificates (with appropriate restrictive legends, as
      applicable) for the number of duly authorized, validly issued, fully paid and
      nonassessable Warrant Shares to which the Holder shall be entitled upon
      exercise; and

     

    (b)  in
      case
      exercise is in part only, a new Warrant document of like tenor, dated the date
      hereof for the remaining number of Warrant Shares issuable upon exercise of
      this
      Warrant after giving effect to the partial exercise of this Warrant (including
      the delivery of any Warrant Shares as payment of the Applicable Exercise Price
      for such partial exercise of this Warrant).

     

    3  Certain
      Adjustments.
      For so
      long as this Warrant is outstanding:

     

    3.1  Mergers
      or Consolidations.
      If at
      any time after the Applicable Exercise Price is determined, there shall be
      a
      capital reorganization (other than a combination or subdivision of Common Stock
      otherwise provided for herein) resulting in a reclassification to or change
      in
      the terms of securities issuable upon exercise of this Warrant (a “Reorganization”),
      or a
      merger or consolidation of the Company with another corporation, association,
      partnership, organization, business, individual, government or political
      subdivision thereof or a governmental agency (a “Person”
or
      the
“Persons”)
      (other
      than a merger with another Person in which the Company is a continuing
      corporation and which does not result in any reclassification or change in
      the
      terms of securities issuable upon exercise of this Warrant or a merger effected
      exclusively for the purpose of changing the domicile of the Company) (a
“Merger”),
      then,
      as a part of such Reorganization or Merger, lawful provision and adjustment
      shall be made so that the Holder shall thereafter be entitled to receive, upon
      exercise of this Warrant, the number of shares of stock or any other equity
      or
      debt securities or property receivable upon such Reorganization or Merger by
      a
      holder of the number of shares of Common Stock which might have been purchased
      upon exercise of this Warrant immediately prior to such Reorganization or
      Merger. In any such case, appropriate adjustment shall be made in the
      application of the provisions of this Warrant with respect to the rights and
      interests of the Holder after the Reorganization or Merger to the end that
      the
      provisions of this Warrant (including adjustment of the Applicable Exercise
      Price then in effect and the number of Warrant Shares) shall be applicable
      after
      that event, as near as reasonably may be, in relation to any shares of stock,
      securities, property or other assets thereafter deliverable upon exercise of
      this Warrant. The provisions of this Section 3.1 shall similarly apply to
      successive Reorganizations and/or Mergers.

     

    3.2  Splits
      and Subdivisions; Dividends. In the event after the Applicable Exercise
      Price is determined, the Company should at any time or from time to time
      effectuate a split or subdivision of the outstanding shares of Common Stock
      or
      pay a dividend in or make a distribution payable in additional shares of Common
      Stock or Common Stock Equivalents without payment of any consideration by such
      holder for the additional shares of Common Stock or Common Stock Equivalents
      (including the additional shares of Common Stock issuable upon conversion or
      exercise thereof), then, as of the applicable record date (or the date of such
      distribution, split or subdivision if no record date is fixed), the per share
      Applicable Exercise Price shall be appropriately decreased and the number of
      Warrant Shares shall be appropriately increased in proportion to such increase
      (or potential increase) of outstanding shares; provided,
      however,
      that no
      adjustment shall be made in the event the split, subdivision, dividend or
      distribution is not effectuated.

     

    
      
        
        

      

      
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    3.3  Combination
      of Shares. If after the Applicable Exercise Price is determined the number
      of shares of Common Stock outstanding at any time after the date hereof is
      decreased by a combination of the outstanding shares of Common Stock; the per
      share Applicable Exercise Price shall be appropriately increased and the number
      of shares of Warrant Shares shall be appropriately decreased in proportion
      to
      such decrease in outstanding shares.

     

    3.4  Adjustments
      for Other Distributions. In the event that after the Applicable Exercise
      Price is determined, the Company shall declare a distribution payable in
      securities of other Persons, evidences of indebtedness issued by the Company
      or
      other Persons, assets (excluding cash dividends or distributions to the holders
      of Common Stock paid out of current or retained earnings and declared by the
      Company’s board of directors) or options or rights not referred to in Sections
      3.2, 3.3 or 3.4, then, in each such case for the purpose of this Section 3.5,
      upon exercise of this Warrant, the Holder shall be entitled to a proportionate
      share of any such distribution as though the Holder was the actual record holder
      of the number of Warrant Shares as of the record date fixed for the
      determination of the holders of Common Stock of the Company entitled to receive
      such distribution.

     

    4  No
      Impairment.
      The
      Company will not, by amendment of its articles of incorporation or by-laws
      or
      through any consolidation, merger, reorganization, transfer of assets,
      dissolution, issue or sale of securities or any other voluntary action, avoid
      or
      seek to avoid the observance or performance of any of the terms of this Warrant,
      but will at all times in good faith assist in the carrying out of all of the
      terms and in the taking of all actions necessary or appropriate in order to
      protect the rights of the Holder against impairment.

     

    5  Chief
      Financial Officer’s Report as to Adjustments. With respect to each
      adjustment pursuant to Section 4 of this Warrant, the Company, at its expense,
      will promptly compute the adjustment or re-adjustment in accordance with the
      terms of this Warrant and cause its Chief Financial Officer to certify the
      computation (other than any computation of the fair value of property of the
      Company, as the case may be) and prepare a report setting forth, in reasonable
      detail, the event requiring the adjustment or re-adjustment and the amount
      of
      such adjustment or re-adjustment, the method of calculation thereof and the
      facts upon which the adjustment or re-adjustment is based, and the Applicable
      Exercise Price and the number of Warrant Shares or other securities purchasable
      hereunder after giving effect to such adjustment or re-adjustment, which report
      shall be mailed by first class mail, postage prepaid to the Holder. The Company
      will also keep copies of all reports at its office maintained pursuant to
      Section 9.2(a) hereof and will cause them to be available for inspection at
      the
      office during normal business hours upon reasonable notice by the Holder or
      any
      prospective purchaser of the Warrant designated by the Holder
      thereof.

     

    
      
        
        

      

      
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    6  Reservation
      of Shares. The Company shall, solely for the purpose of effecting the
      exercise of this Warrant, at all times during the term of this Warrant, reserve
      and keep available out of its authorized shares of Common Stock, free from
      all
      taxes, liens and charges with respect to the issue thereof and not subject
      to
      preemptive rights or other similar rights of shareholders of the Company, such
      number of its shares of Common Stock as shall from time to time be sufficient
      to
      effect in full the exercise of this Warrant. If at any time the number of
      authorized but unissued shares of Common Stock shall not be sufficient to effect
      in full the exercise of this Warrant, in addition to such other remedies as
      shall be available to Holder, the Company will promptly take such corporate
      action as may, in the opinion of its counsel, be necessary to increase the
      number of authorized but unissued shares of Common Stock to such number of
      shares as shall be sufficient for such purposes, including without limitation,
      using its commercially reasonable best efforts to obtain the requisite
      shareholder approval necessary to increase the number of authorized shares
      of
      Common Stock. The Company hereby represents and warrants that all shares of
      Common Stock issuable upon exercise of this Warrant shall be duly authorized
      and, when issued and paid for upon exercise, shall be validly issued, fully
      paid
      and nonassessable.

     

    7  Registration
      and Listing.

     

    7.1  Definition
      of Registrable Securities, Majority.
      As used
      herein, the term “Registrable
      Securities”
means
      any shares of Common Stock issuable upon the exercise of this Warrant, until
      the
      date (if any) on which such shares (x) shall have been transferred or exchanged
      and new certificates for them not bearing a legend restricting further transfer
      shall have been delivered by the Company and subsequent disposition of them
      shall not require registration or qualification of them under the Securities
      Act
      or any similar state law then in force or (y) shall be tradable pursuant to
      Rule
      144(k) under the Securities Act. For purposes of this Warrant, the term
“Majority”,
      in
      reference to the holders of Registrable Securities, shall mean in excess of
      fifty percent (50%) of the then outstanding Warrant Shares (assuming the
      exercise of the entire Warrant) that: (i) are not held by the Company, an
      affiliate, officer, creditor, employee or agent thereof or any of their
      respective affiliates, members of their family, Persons acting as nominees
      or in
      conjunction therewith and (ii) have not be resold to the public pursuant to
      a
      registration statement filed under the Securities Act.

     

    7.2  Required
      Registration.

     

    (a)  At
      any
      time on or after the earlier of (1) the filing of the registration statement
      pertaining to the Qualified Offering and (2) January 1, 2008, but in no event
      on
      more than one (1) occasion, upon the written request of the holders of the
      Registrable Securities representing a Majority of such Registrable Securities,
      the Company will use its Best Efforts to effect the registration of the
      respective shares of the holders of Registrable Securities under the Securities
      Act to the extent requisite to permit the public disposition thereof as
      expeditiously as reasonably possible. If required by holders of a Majority
      of
      the Registrable Securities this Registration right specifically permits
      inclusion in the registration statement pertaining to the Qualified
      Offering.

     

    
      
        
        

      

      
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    (b)  Registration
      of Registrable Securities under this Section 8.2 shall be on such appropriate
      registration form: (i) as shall be selected by the Company, and (ii) as shall
      permit the public disposition of such Registrable Securities in accordance
      with
      this Section 7.2. The Company will pay all Registration Expenses in connection
      with each registration of Registrable Securities pursuant to this Section
      7.2.

     

    (c)  A
      registration requested pursuant to this Section 7.2 shall not be deemed to
      have
      been effected: (i) unless a registration statement with respect thereto has
      become effective or (ii) it after it has become effective, such registration
      is
      interfered with by any stop order, injunction or other order or requirement
      of
      the Securities and Exchange Commission (the “SEC”)
      or
      other governmental agency or court of competent jurisdiction for any reason,
      other than by reason of some act or omission by a holder of Registrable
      Securities.

     

    7.3  Incidental
      Registration Rights.

     

    (a)  If
      the
      Company, at any time on or after the filing of the registration statement
      pertaining to the Qualified Offering and on or before December 31, 2010 proposes
      to register any of its securities under the Securities Act (other than in
      connection with a registration on Form S-4 or S-8 or any successor forms)
      whether for its own account or for the account of any holder or holders of
      its
      shares other than Registrable Securities (any shares of such holder or holders
      (but not those of the Company and not Registrable Securities) with respect
      to
      any registration are referred to herein as, “Other
      Shares”),
      the
      Company shall each such time give prompt (but not less than thirty (30) days
      prior to the anticipated effectiveness thereof) written notice to the holders
      of
      Registrable Securities of its intention to do so. Upon the written request
      of
      any such holder of Registrable Securities made within twenty (20) days after
      the
      receipt of any such notice (which request shall specify the Registrable
      Securities intended to be disposed of by such holder), except as set forth
      in
      Section 7.3(b), the Company will use its Best Efforts to effect the registration
      under the Securities Act of all of the Registrable Securities which the Company
      has been so requested to register by such holder, to the extent requisite to
      permit the disposition of the Registrable Securities so to be registered, by
      inclusion of such Registrable Securities in the registration statement which
      covers the securities which the Company proposes to register, provided however,
      that
      if, at any time after giving written notice of its intention to register any
      securities and prior to the effective date of the registration statement filed
      in connection with such registration, the Company shall determine for any reason
      in its sole discretion either to not register, to delay or to withdraw
      registration of such securities, the Company may, at its election, give written
      notice of such determination to such holder and, thereupon: (i) in the case
      of a
      determination not to register, shall be relieved of its obligation to register
      any Registrable Securities in connection with such registration (but not from
      its obligation to pay the Registration Expenses in connection therewith),
      without prejudice, however, to the rights of the holders of Registrable
      Securities entitled to request that such registration be effected as a
      registration under Section 7.2, (ii) in the case of a determination to delay
      registration, shall be permitted to delay registering any Registrable Securities
      for the same period as the delay in registering such other securities (including
      the Other Shares), without prejudice, however, to the rights of the holders
      of
      Registrable Securities entitled to request that such registration be effected
      as
      a registration under Section 7.2 and (iii) in the case of a determination to
      withdraw registration, shall be permitted to withdraw registration, without
      prejudice, however, to the rights of the holders of Registrable Securities
      entitled to request that such registration be effected as a registration under
      Section 7.2. No registration effected under this Section 7.3 shall relieve
      the
      Company of its obligation to effect any registration upon request under Section
      7.2, nor shall any such registration hereunder be deemed to have been effected
      pursuant to Section 7.2. The Company will pay all Registration Expenses in
      connection with each registration of Registrable Securities pursuant to this
      Section 7.3.

     

    
      
        
        

      

      
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    (b)  If
      the
      Company at any time proposes to register any of its securities under the
      Securities Act as contemplated by this Section 7.3 and such securities are
      to be
      distributed by or through one or more underwriters, the Company will, if
      requested by a holder of Registrable Securities, use its Best Efforts to arrange
      for such underwriters to include all the Registrable Securities to be offered
      and sold by such holder among the securities to be distributed by such
      underwriters, provided
      that if
      the managing underwriter of such underwritten offering shall inform the Company
      by letter of its belief that inclusion in such distribution of all or a
      specified number of such securities proposed to be distributed by such
      underwriters would interfere with the successful marketing of the securities
      being distributed by such underwriters (such letter to state the basis of such
      belief and the approximate number of such Registrable Securities, such Other
      Shares and shares held by the Company proposed so to be registered which may
      be
      distributed without such effect), then the Company may, upon written notice
      to
      such holder, the other holders of Registrable Securities, and holders of such
      Other Shares, reduce pro rata in accordance with the number of shares of Common
      Stock desired to be included in such registration (if and to the extent stated
      by such managing underwriter to be necessary to eliminate such effect) the
      number of such Registrable Securities and Other Shares the registration of
      which
      shall have been requested by each holder thereof so that the resulting aggregate
      number of such Registrable Securities and Other Shares so included in such
      registration, together with the number of securities to be included in such
      registration for the account of the Company, shall be equal to the number of
      shares stated in such managing underwriter’s letter.

     

    7.4  Registration
      Procedures.
      Whenever the holders of Registrable Securities have properly requested that
      any
      Registrable Securities be registered pursuant to the terms of this Warrant,
      the
      Company shall use its Best Efforts to effect the registration and the sale
      of
      such Registrable Securities in accordance with the intended method of
      disposition thereof, and pursuant thereto the Company shall as expeditiously
      as
      possible:

     

    (a)  prepare
      and file with the SEC a registration statement with respect to such Registrable
      Securities and use its Best Efforts to cause such registration statement to
      become effective;

     

    (b)  notify
      such holders of the effectiveness of each registration statement filed hereunder
      and prepare and file with the SEC such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to (i) keep such registration statement effective and the prospectus
      included therein usable for a period commencing on the date that such
      registration statement is initially declared effective by the SEC and ending
      on
      the date when all Registrable Securities covered by such registration statement
      have been sold pursuant to the registration statement or cease to be Registrable
      Securities, and (ii) comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such registration
      statement during such period in accordance with the intended methods of
      disposition by the sellers thereof set forth in such registration
      statement;

     

    
      
        
        

      

      
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    (c)  furnish
      to such holders such number of copies of such registration statement, each
      amendment and supplement thereto, the prospectus included in such registration
      statement (including each preliminary prospectus) and such other documents
      as
      such seller may reasonably request in order to facilitate the disposition of
      the
      Registrable Securities owned by such holders;

     

    (d)  use
      its
      Best Efforts to register or qualify such Registrable Securities under such
      other
      securities or blue sky laws of such jurisdictions as such holders reasonably
      request and do any and all other acts and things which may be reasonably
      necessary or advisable to enable such holders to consummate the disposition
      in
      such jurisdictions of the Registrable Securities owned by such holders;
provided,
      however,
      that
      the Company shall not be required to: (i) qualify generally to do business
      in
      any jurisdiction where it would not otherwise be required to qualify but for
      this subparagraph; (ii) subject itself to taxation in any such jurisdiction;
      or
      (iii) consent to general service of process in any such
      jurisdiction;

     

    (e)  notify
      such holders, at any time when a prospectus relating thereto is required to
      be
      delivered under the Securities Act, of the happening of any event as a result
      of
      which the prospectus included in such registration statement contains an untrue
      statement of a material fact or omits any material fact necessary to make the
      statements therein, in light of the circumstances in which they are made, not
      materially misleading, and, at the reasonable request of such holders, the
      Company shall prepare a supplement or amendment to such prospectus so that,
      as
      thereafter delivered to the purchasers of such Registrable Securities, such
      prospectus shall not contain an untrue statement of a material fact or omit
      to
      state any material fact necessary to make the statements therein, in light
      of
      the circumstances in which they are made, not materially
      misleading;

     

    (f)  provide
      a
      transfer agent and registrar for all such Registrable Securities not later
      than
      the effective date of such registration statement;

     

    (g)  make
      available for inspection by any underwriter participating in any disposition
      pursuant to such registration statement, and any attorney, accountant or other
      agent retained by any such underwriter, all financial and other records,
      pertinent corporate documents and properties of the Company, and cause the
      Company’s officers, directors, managers, employees and independent accountants
      to supply all information reasonably requested by any such underwriter,
      attorney, accountant or agent in connection with such registration
      statement;

     

    (h)  otherwise
      use its Best Efforts to comply with all applicable rules and regulations of
      the
      SEC, and make available to its security holders, as soon as reasonably
      practicable, an earnings statement of the Company, which earnings statement
      shall satisfy the provisions of Section 11(a) of the Securities Act and, at
      the
      option of the Company, Rule 158 thereunder;

     

    (i)  in
      the
      event of the issuance of any stop order suspending the effectiveness of a
      registration statement, or of any order suspending or preventing the use of
      any
      related prospectus or suspending the qualification of any Registrable Securities
      included in such registration statement for sale in any jurisdiction, the
      Company shall use its Best Efforts promptly to obtain the withdrawal of such
      order;

     

    
      
        
        

      

      
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    (j)  use
      its
      Best Efforts to cause any Registrable Securities covered by such registration
      statement to be registered with or approved by such other governmental agencies
      or authorities as may be necessary to enable the sellers thereof to consummate
      the disposition of such Registrable Securities; and

     

    (k)  if
      the
      offering is underwritten, use its Best Efforts to furnish on the date that
      Registrable Securities are delivered to the underwriters for sale pursuant
      to
      such registration, an opinion dated such date of counsel representing the
      Company for the purposes of such registration, addressed to the underwriters
      covering such issues as are reasonably required by such
      underwriters.

     

    7.5  Listing.
      The
      Company shall secure the listing of the Common Stock underlying this Warrant
      upon each national securities exchange or automated quotation system upon which
      shares of Common Stock are then listed or quoted (subject to official notice
      of
      issuance) and shall maintain such listing of shares of Common Stock. The Company
      shall at all times comply in all material respects with the Company’s reporting,
      filing and other obligations under the by-laws or rules of the national
      securities exchange or market on which the Common Stock may then be listed,
      as
      applicable.

     

    7.6  Expenses.
      The Company shall pay all Registration Expenses relating to the registration
      and
      listing obligations set forth in this Section 7. For purposes of this Warrant,
      the term “Registration
      Expenses”
means:
      (a) all registration, filing and NASD fees, (b) all reasonable fees and expenses
      of the Company in complying with securities or blue sky laws, (c) all word
      processing, duplicating and printing expenses, (d) the fees and disbursements
      of
      counsel for the Company and of its independent public accountants, including
      the
      expenses of any “cold comfort” letters required by or incident to such
      performance and compliance, (e) premiums and other costs of policies of
      insurance (if any) against liabilities arising out of the public offering of
      the
      Registrable Securities being registered if the Company desires such insurance,
      if any, and (f) fees and disbursements of one counsel for the selling holders
      of
      Registrable Securities; provided however,
      that,
      in any case where Registration Expenses are not to be borne by the Company,
      such
      expenses shall not include (and such expenses shall be borne by the Company):
      (i) salaries of Company personnel or general overhead expenses of the Company,
      (ii) auditing fees, (iii) premiums or other expenses relating to liability
      insurance of the Company, or (iv) other expenses for the preparation of
      financial statements or other data, to the extent that any of the foregoing
      either is normally prepared by the Company in the ordinary course of its
      business or would have been incurred by the Company had no public offering
      taken
      place. Registration Expenses shall not include any underwriting discounts and
      commissions which may be incurred in the sale of any Registrable Securities
      and
      transfer taxes of the selling holders of Registrable Securities.

     

    7.7  Information
      Provided by Holders. Any holder of Registrable Securities included in any
      registration shall furnish to the Company such information as the Company may
      reasonably request in writing to enable the Company to comply with the
      provisions hereof in connection with any registration referred to in this
      Warrant.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    8  Restrictions
      on Transfer.

     

    8.1  Restrictive
      Legends.
      This
      Warrant and each Warrant issued upon transfer or in substitution for this
      Warrant pursuant to Section 9 hereof; each certificate for Common Stock issued
      upon the exercise of the Warrant and each certificate issued upon the transfer
      of any such Common Stock shall be transferable only upon satisfaction of the
      conditions specified in this Section 8. Each of the foregoing securities shall
      be stamped or otherwise imprinted with a legend reflecting the restrictions
      on
      transfer set forth herein and any restrictions required under the Securities
      Act
      or other applicable securities laws.

     

    8.2  Notice
      of Proposed Transfer. Prior to any transfer of any securities which are not
      registered under an effective registration statement under the Securities Act
      (“Restricted
      Securities”),
      which
      transfer may only occur if there is an exemption from the registration
      provisions of the Securities Act and all other applicable securities laws,
      the
      Holder will give written notice to the Company of the Holder’s intention to
      effect a transfer (and shall describe the manner and circumstances of the
      proposed transfer). The following provisions shall apply to any proposed
      transfer of Restricted Securities:

     

    (i)  If
      in the
      opinion of counsel for the Holder reasonably satisfactory to the Company the
      proposed transfer may be effected without registration of the Restricted
      Securities under the Securities Act (which opinion shall state in detail the
      basis of the legal conclusions reached therein), the Holder shall thereupon
      be
      entitled to transfer the Restricted Securities in accordance with the terms
      of
      the notice delivered by the Holder to the Company. Each certificate representing
      the Restricted Securities issued upon or in connection with any transfer shall
      bear the restrictive legends required by Section 8.1 hereof,

     

    (ii)  If
      the
      opinion called for in (i) above is not delivered, the Holder shall not be
      entitled to transfer the Restricted Securities until either: (x) receipt by
      the
      Company of a further notice from such Holder pursuant to the foregoing
      provisions of this Section 8.2 and fulfillment of the provisions of clause
      (i)
      above, or (y) such Restricted Securities have been effectively registered under
      the Securities Act.

     

    8.3  Certain
      Other Transfer Restrictions.
      Notwithstanding any other provision of this Section 8, during the period
      commencing with effectiveness of the registration statement relating to the
      Qualified Offering and terminating 180 days following a Qualified Offering,
      this
      Warrant and the Restricted Securities thereunder may only be transferred or
      assigned for estate planning purposes if the transferee agrees in writing to
      be
      subject to the terms hereof to the same extent as if the transferee were the
      original purchaser hereof and such transfer is permitted under applicable
      securities laws.

     

    8.4  Termination
      of Restrictions. Except as set forth in Section 8.3 hereof, the restrictions
      imposed by this Section 8 upon the transferability of Restricted Securities
      shall cease and terminate as to any particular Restricted Securities: (a) which
      shall have been effectively registered under the Securities Act, or (b) when,
      in
      the opinions of both counsel for the holder thereof and counsel for the Company,
      such restrictions are no longer required in order to insure compliance with
      the
      Securities Act or Section 8 hereof. Whenever such restrictions shall cease
      and
      terminate as to any Restricted Securities, the Holder thereof shall be entitled
      to receive from the Company, without expense (other than applicable transfer
      taxes, if any), new securities of like tenor not bearing the applicable legends
      required by Section 8.1 hereof.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    9  Ownership,
      Transfer, Sale and Substitution of Warrant.
      

     

    9.1  Ownership
      of Warrant.
      The
      Company may treat any Person in whose name this Warrant is registered in the
      Warrant Register maintained pursuant to Section 9.2(b) hereof as the owner
      and
      holder thereof for all purposes, notwithstanding any notice to the contrary,
      except that, if and when any Warrant is properly assigned in blank, the Company
      may (but shall not be obligated to) treat the bearer thereof as the owner of
      such Warrant for all purposes, notwithstanding any notice to the contrary.
      Subject to Sections 8 and 9 hereof, this Warrant, if properly assigned, may
      be
      exercised by a new holder without a new Warrant first having been
      issued.

     

    9.2  Office:
      Exchange of Warrant.

     

    (a)  The
      Company will maintain its principal office at the location identified in the
      confidential offering memorandum or at such other offices as set forth in the
      Company’s most current filing (as of the date notice is to be given) under the
      Exchange Act or as the Company otherwise notifies the Holder.

     

    (b)  The
      Company shall cause to be kept at its office maintained pursuant to Section
      9.2(a) hereof a Warrant Register for the registration and transfer of the
      Warrant. The name and address of the holder of the Warrant, the transfers
      thereof and the name and address of the transferee of the Warrant shall be
      registered in such Warrant Register. The Person in whose name the Warrant shall
      be so registered shall be deemed and treated as the owner and holder thereof
      for
      all purposes of this Warrant, and the Company shall not be affected by any
      notice or knowledge to the contrary.

     

    (c)  Upon
      the
      surrender of this Warrant, properly endorsed, for registration of transfer
      or
      for exchange at the office of the Company maintained pursuant to Section 9.2(a)
      hereof, the Company at its expense will (subject to compliance with Section
      8
      hereof, if applicable) execute and deliver to or upon the order of the Holder
      thereof a new Warrant of like tenor, in the name of such holder or as such
      holder (upon payment by such holder of any applicable transfer taxes) may
      direct, calling in the aggregate on the face thereof for the number of shares
      of
      Common Stock called for on the face of the Warrant so surrendered (after giving
      effect to any previous adjustment(s) to the number of Warrant
      Shares).

     

    9.3  Replacement
      of Warrant.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, upon delivery of indemnity reasonably
      satisfactory to the Company in form and amount or, in the case of any
      mutilation, upon surrender of this Warrant for cancellation at the office of
      the
      Company maintained pursuant to Section 9.2(a) hereof, the Company, at its
      expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor
      and dated the date hereof.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    9.4  Opinions.
      In connection with the sale of the Warrant Shares by Holder, the Company agrees
      to cooperate with the Holder, and at the Company’s expense, have its counsel
      provide any legal opinions required to remove the restrictive legends from
      the
      Warrant Shares in connection with a sale, transfer or legend removal request
      of
      Holder.

     

    10  No
      Rights or Liabilities as Stockholder.
      No
      Holder shall be entitled to vote or receive dividends or be deemed the holder
      of
      any shares of Common Stock or any other securities of the Company which may
      at
      any time be issuable on the exercise hereof for any purpose, nor shall anything
      contained herein be construed to confer upon the Holder, as such, any of the
      rights of a stockholder of the Company or any right to vote for the election
      of
      directors or upon any matter submitted to stockholders at any meeting thereof;
      or to give or withhold consent to any corporate action (whether upon any
      recapitalization, issuance of stock, reclassification of stock, change of par
      value, consolidation, merger, conveyance, or otherwise) or to receive notice
      of
      meetings, or to receive dividends or subscription rights or otherwise until
      the
      Warrant shall have been exercised and the shares of Common Stock purchasable
      upon the exercise hereof shall have become deliverable, as provided herein.
      The
      Holder will not be entitled to share in the assets of the Company in the event
      of a liquidation, dissolution or the winding up of the Company.

     

    11  Notices.
      Any notice or other communication in connection with this Warrant shall be
      given
      in writing and directed to the parties hereto as follows: (a) if to the Holder,
      to [INSERT ADDRESS], Attn: [ ], Fax No: [ ]; or (b) if to the Company, to the
      attention of its Chief Executive Officer at its office maintained pursuant
      to
      Section 9.2(a) hereof; provided,
      that
      the exercise of the Warrant shall also be effected in the manner provided in
      Section 2 hereof. Notices shall be deemed properly delivered and received when
      delivered to the notice party (i) if personally delivered, upon receipt or
      refusal to accept delivery, (ii) if sent via facsimile, upon mechanical
      confirmation of successful transmission thereof generated by the sending
      telecopy machine, (iii) if sent by a commercial overnight courier for delivery
      on the next Business Day, on the rust Business Day after deposit with such
      courier service, or (iv) if sent by registered or certified mail, five (5)
      Business Days after deposit thereof in the U.S. mail.

     

    12  Payment
      of Taxes. The Company will pay all documentary stamp taxes attributable to
      the issuance of shares of Common Stock underlying this Warrant upon exercise
      of
      this Warrant; provided,
      however,
      that
      the Company shall not be required to pay any tax which may be payable in respect
      of any transfer involved in the transfer or registration of this Warrant or
      any
      certificate for shares of Common Stock underlying this Warrant in a name other
      that of the Holder. The Holder is responsible for all other tax liability that
      may arise as a result of holding or transferring this Warrant or receiving
      shares of Common Stock underlying this Warrant upon exercise
      hereof.

     

    13  Miscellaneous.
      This Warrant and any term hereof may be changed, waived, discharged or
      terminated only by an instrument in writing signed by the party against which
      enforcement of the change, waiver, discharge or termination is sought. This
      Warrant shall be construed and enforced in accordance with and governed by
      the
      laws of the State of New York. The section headings in this Warrant are for
      purposes of convenience only and shall not constitute a part hereof. When used
      herein, the term “Best Efforts” means, with respect to the applicable obligation
      of the Company, the highest standard of diligence recognized under New York
      law
      for similarly situated, publicly-traded companies.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as
      of
      the date first above written.

     

    PASSPORT
      RESTAURANTS, INC.

     

     

    
      	By:	   	 
	
            	
              Name: Christopher
                R. Thomas

              Title: President

            	 


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    

 

    EXHIBIT
      A

    FORM
      OF
      EXERCISE NOTICE

    [To
      be
      executed only upon exercise of Warrant]

     

    To
      PASSPORT RESTAURANTS, INC.:

     

    The
      undersigned registered holder of the within Warrant hereby irrevocably exercises
      the Warrant pursuant to Section 2.1 of the Warrant with respect to Warrant
      Shares, at an exercise price per share of $____________, and requests that
      the
      certificates for such Warrant Shares be issued, subject to Sections 8 and 9,
      in
      the name of, and delivered to:

     

    
      	 	                                                                            
              	 


    

    
      	 	                                                                            
              	 


    

    
      	 	                                                                            
              	 
	 	                         
              	 


    

     

    The
      undersigned hereby represents and warrants that it is, and has been since its
      acquisition of the Warrant, the record and beneficial owner of the
      Warrant.

     

    Dated:
      ____________

     

     

    
      	 	                                                                             
              	 
	 	
              Print
                or Type Name

            	 
	 	 	 
	 	                                                                              	 
	(Signature
              must conform in all respects to name of holder as specified on the
              face of
              Warrant)
	 	 	 
	 	                                                                               
              	 
	 	(Street Address)	 
	 	 	 
	 	                                                                                
              	 
	 	(City) (State) (Zip Code)	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B

     

    COMMON
      STOCK WARRANT

     

    Notice
      of
      Cashless Exercise

     

    [date]

     

    To:
      PASSPORT RESTAURANTS, INC.

     

    The
      undersigned, pursuant to the provisions set forth in the Common Stock
      Subscription Warrant dated as of ____________, 2007, hereby irrevocably elects
      and agrees to purchase ____________ [or
      the
      maximum available number] of the Warrant Shares covered by such Warrant, by
      Cashless Exercise, and hereby surrenders that number of Share Purchase Rights
      as
      necessary to constitute payment in full of the Aggregate Exercise Price
      therefor.

     

    The
      undersigned hereby represents that the undersigned is exercising such Warrant
      for its own account and will not sell or otherwise dispose of the underlying
      Warrant Shares in violation of applicable securities laws. If said number of
      shares is less than all of the shares purchasable hereunder the undersigned
      requests that a new Warrant evidencing the rights to purchase the remaining
      Warrant Shares (which new Warrant shall in all other respects be identical
      to
      the Warrant exercised hereby) be registered in the name of the
      undersigned.

     

    
      	 	Signature: 	 	                                                   
              
	 	 	 	 
	 	Printed Name: 	 	                                                   
              
	 	 	 	 
	 	Address: 	 	                                                     
	 	 	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    FORM
      OF
      ASSIGNMENT

    [To
      be
      executed only upon transfer of Warrant]

     

    For
      value
      received, the undersigned registered holder of the within Warrant hereby sells,
      assigns and transfers unto ____________ [include name and addresses] the rights
      represented by the Warrant to purchase ____________ shares of Common Stock
      of
      PASSPORT RESTAURANTS, INC. to which the Warrant relates, and appoints
      ____________ Attorney to make such transfer on the books of PASSPORT
      RESTAURANTS, INC. maintained for the purpose, with full power of substitution
      in
      the premises.

     

    Dated:
      ____________

     

    
      	 	                                                                      	 
	 	
              (Signature
                must conform in all respects to
                name of holder as specified on theface
                of Warrant)

            	 


    

    
      
      

       

      
        	 	 	 
	 	                                                                     	 
	 	(Street Address)	 
	 	 	 


      

      
        	 	                                                                      	 
	 	
                (City)
                  (State) (Zip Code)

              	 


      

      
        	 	 	 
	 	 	 
	 	
                Signed
                  in the presence of:

              	 


      

      
        	 	 	 
	 	                                                                   	 
	 	
                (Signature
                  of Transferee)

              	 


      

    

    
      	 	 	 
	 	                                                                    	 
	 	
              (Street
                Address)

            	 


    

    
      
        
          	 	 	 
	 	                                                                   	 
	 	
                  (City)
                    (State) (Zip Code)

                	 


        

        
          	 	 	 
	 	 	 
	 	
                  Signed
                    in the presence of: