Exhibit
      10.3

     

    September
      15, 2007

     

    Passport
      Restaurants, Inc.

    804
      Pier
      View Way

    Oceanside,
      CA 92054

    Attn:
      Steve Carbone, Chief Financial Officer

    


    Dear
      Steve:

    


    Reference
      is hereby made to the Securities Purchase Agreement (the “Agreement”) dated as
      of March 23, 2007 between Passport Restaurants, Inc. (the “Company”), CAMOFI
      Master LDC (“CAMOFI”) and CAMHZN Master LDC (“CAMHZN”). CAMOFI and CAMHZN shall
      collectively be referred to as the “Purchasers”. Each of the Company and the
      Purchasers wish to amend the terms of the Agreement as follows: 

    


    
      	 	
              1.

            	
              Section
                4.14 is hereby deleted in its entirety and replaced with the following
                new
                Section 4.14:

            


    

    


    “Section
      4.14. Issuance
      of Additional Shares/Warrants upon Qualified Equity Offering.
      Upon
      the closing of the first Qualified Equity Offering consummated after the date
      hereof, the Purchasers shall be issued shares of Common Stock and/or warrants
      (the split of such shares of Common Stock and warrants to be determined by
      the
      Purchasers in their sole discretion, provided,
      however,
      that
      the Purchasers agree that collectively, the number of shares of Common Stock
      issued shall not exceed 4.99% of the number of shares of the Common Stock
      outstanding immediately after giving effect to such issuance) such that after
      taking into account the shares of Common Stock or Common Stock Equivalents
      issued in connection with the Qualified Equity Offering (plus any additional
      shares of Common Stock or Common Stock Equivalents issued subsequent to the
      date
      hereof) the Purchasers in the aggregate (assuming the Purchasers continue to
      own
      all of the Warrants issued pursuant to this Agreement) will own 15% of the
      Common Stock of the Company on a fully diluted basis (assuming the conversion
      of
      all convertible notes and the exercise of all options and warrants). Such shares
      of Common Stock and/or warrants shall be issued to the Purchasers pro rata
      based
      upon the aggregate principal amount of such Purchaser’s Note outstanding
      immediately prior to the consummation of the Qualified Equity Offering.”


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    If
      this
      letter is accordance with your understanding, please sign your name in the
      space
      provided below.

     

    Very
      truly yours,

    


    CAMOFI
      MASTER LDC

    CAMHZN
      MASTER LDC

     

    
      	 	 	 	 
	By:	 	 	
            
	
              
                

              

              Name:
                

              Title:

            	 	 	
            


    

    

      	
              ACCEPTED
                AND AGREED TO:

            	 	 	 
	 	 	 	 
	
              Passport
                Restaurants, Inc.

            	 	 	 
	 	 	 	 
	 	 	 	 
	By:	 	 	
            
	
              
                

              

              Name:
                

              Title: