Exhibit
      4.4

     

    Warrant
      Agreement

     

    This
      Agreement made as of , 2007 between Pacific Restaurant Holdings, Inc., a
      Delaware corporation, with offices at 509 Madison Avenue, Suite 1510, New York,
      New York 10022 (“Company”),
      and
      American Stock Transfer & Trust Company, a New York corporation, with
      offices at 59 Maiden Lane, Plaza Level, New York, New York 10038 (“Warrant
      Agent”).

    


    WHEREAS,
      the Company is engaged in a public offering (“Public
      Offering”)
      of
      Units (“Units”)
      and,
      in connection therewith, has determined to issue and deliver (i) up to 1,955,000
      Warrants, including 255,000 Warrants that may be issued to the underwriters
      (the
“Underwriters”)
      upon
      exercise of their over-allotment option (the “Warrants”),
      each
      Warrant evidencing the right of the holder thereof to purchase one share of
      common stock, par value $0.001 per share, of the Company’s Common Stock
      (“Common
      Stock”)
      for
      $7.20, subject to adjustment as described herein; and

     

    WHEREAS,
      the Company has filed with the Securities and Exchange Commission a Registration
      Statement, No. 333-146299
      on Form
      SB-2 (“Registration
      Statement”)
      for the
      registration, under the Securities Act of 1933, as amended (“Act”),
      of,
      among other securities, the Warrants and the Common Stock issuable upon exercise
      of the Warrants; and

     

    WHEREAS,
      the Company desires the Warrant Agent to act on behalf of the Company, and
      the
      Warrant Agent is willing to so act, in connection with the issuance,
      registration, transfer, exchange, redemption and exercise of the Warrants;
      and

     

    WHEREAS,
      the Company desires to provide for the form and provisions of the Warrants,
      the
      terms upon which they shall be issued and exercised, and the respective rights,
      limitation of rights and immunities of the Company, the Warrant Agent and the
      holders of the Warrants; and

     

    WHEREAS,
      all acts and things have been done and performed which are necessary to make
      the
      Warrants, when executed on behalf of the Company and countersigned by or on
      behalf of the Warrant Agent, as provided herein, the valid, binding and legal
      obligations of the Company, and to authorize the execution and delivery of
      this
      Agreement;

     

    NOW,
      THEREFORE, in consideration of the mutual agreements herein contained, the
      parties hereto agree as follows:

     

    1. Appointment
      of Warrant Agent.

     

    The
      Company hereby appoints the Warrant Agent to act as agent for the Company for
      the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
      to perform the same in accordance with the terms and conditions set forth in
      this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2. Warrants.

     

    2.1 Form
      of Warrant.
      Each
      Warrant shall be issued in registered form only, shall be in substantially
      the
      form of Exhibit A hereto, the provisions of which are incorporated herein and
      shall be signed by, or bear the facsimile signature of, the Chairman of the
      Board, Chief Executive Officer or President, and Chief Financial Officer,
      Secretary or Assistant Secretary of the Company and shall bear a facsimile
      of
      the Company’s seal. In the event the person whose facsimile signature has been
      placed upon any Warrant shall have ceased to serve in the capacity in which
      such
      person signed the Warrant before such Warrant is issued, it may be issued with
      the same effect as if he or she had not ceased to be such at the date of
      issuance.

     

    2.2 Effect
      of Countersignature.
      Unless
      and until countersigned by the Warrant Agent pursuant to this Agreement, a
      Warrant shall be invalid and of no effect and may not be exercised by the holder
      thereof.

     

    2.3 Registration.

     

    2.3.1 Warrant
      Register.
      The
      Warrant Agent shall maintain books (“Warrant
      Register”),
      for
      the registration of original issuance and the registration of transfer of the
      Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall
      issue and register the Warrants in the names of the respective holders thereof
      in such denominations and otherwise in accordance with instructions delivered
      to
      the Warrant Agent by the Company.

     

    2.3.2 Registered
      Holder.
      Prior
      to due presentment for registration of transfer of any Warrant, the Company
      and
      the Warrant Agent may deem and treat the person in whose name such Warrant
      shall
      be registered upon the Warrant Register (“Registered
      Holder”),
      as the
      absolute owner of such Warrant and of each Warrant represented thereby
      (notwithstanding any notation of ownership or other writing on the Warrant
      Certificate made by anyone other than the Company or the Warrant Agent), for
      the
      purpose of any exercise thereof, and for all other purposes, and neither the
      Company nor the Warrant Agent shall be affected by any notice to the
      contrary.

     

    2.4 Detachability
      of Warrants.
      The
      securities comprising the Units will not be separately transferable for a
      minimum of 30 days and up to 6 months after the date hereof unless the
      Underwriters inform the Company of its decision to allow earlier separate
      trading, but in no event will the Underwriters allow separate trading of the
      securities comprising the Units until the Company files a Current Report on
      Form
      8-K which includes an audited balance sheet reflecting the receipt by the
      Company of the gross proceeds of the Public Offering including the proceeds
      received by the Company from the exercise of the Underwriters’ over-allotment
      option, if the over-allotment option is exercised prior to the filing of the
      Form 8-K.

     

    3. Terms
      and Exercise of Warrants.

     

    3.1 Warrant
      Price.
      Each
      Warrant shall, when countersigned by the Warrant Agent, entitle the registered
      holder thereof, subject to the provisions of such Warrant and of this Warrant
      Agreement, to purchase from the Company the number of shares of Common Stock
      stated therein, at a price of $7.20 per whole share, subject in each case to
      the
      adjustments provided in the last sentence of Section 3.1 and Section 4 hereof.
      The term “Warrant
      Price”
      as used
      in this Warrant Agreement refers to the price per share at which Common Stock
      may be purchased at the time a Warrant is exercised. The Company in its sole
      discretion may lower the Warrant Price at any time prior to the Expiration
      Date;
      provided, however, that any change in the Warrant Price must apply equally
      to
      all of the Warrants.

     

    
      
         

      

      
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    3.2 Duration
      of Warrants.
      A
      Warrant may be exercised only during the period (“Exercise
      Period”)
      when
and
      only
      when (i)
      at
      the time a holder seeks to exercise this warrant, a registration statement
      is
      effective with respect to the Common Stock underlying the Warrants and (ii)
      the
      Common Stock has been registered or qualified or deemed to be exempt under
      the
      securities laws of the state of residence of the holder of the Warrants, and
      until the earlier of _____________, 2012 and the date fixed for redemption
      of
      the Warrants as provided in Section 6 of this Agreement (“Expiration
      Date”).
      Except
      with respect to the right to receive the Redemption Price (as set forth in
      Section 6 hereunder), each Warrant not exercised on or before the Expiration
      Date shall become void, and all rights thereunder and all rights in respect
      thereof under this Agreement shall cease at the close of business on the
      Expiration Date. The Company in its sole discretion may extend the duration
      of
      the Warrants by delaying the Expiration Date; provided, however, that any
      extension of the duration of the Warrants must apply equally to all of the
      Warrants.

     

    3.3 Exercise
      of Warrants.

     

    3.3.1 Payment.
      Subject
      to the provisions of the Warrant and this Warrant Agreement, a Warrant, when
      countersigned by the Warrant Agent, may be exercised by the registered holder
      thereof by surrendering it, at the office of the Warrant Agent, or at the office
      of its successor as Warrant Agent, in the Borough of Manhattan, City and State
      of New York, with the exercise form, as set forth in the Warrant, duly executed,
      and by paying in full, in lawful money of the United States, in cash, good
      certified check or good bank draft payable to the order of the Company (or
      as
      otherwise agreed to by the Company), the Warrant Price for each full share
      of
      Common Stock as to which the Warrant is exercised and any and all applicable
      taxes due in connection with the exercise of the Warrant, the exchange of the
      Warrant for the Common Stock, and the issuance of the Common Stock.

     

    3.3.2 Issuance
      of Common Stock.
      As soon
      as practicable after the exercise of any Warrant and the clearance of the funds
      in payment of the Warrant Price, the Company shall issue to the registered
      holder of such Warrant for the number of full shares of Common Stock to which
      he
      or she is entitled, registered in such name or names as may be directed by
      him,
      her or it, and if such Warrant shall not have been exercised in full, a new
      countersigned Warrant for the number of shares as to which such Warrant shall
      not have been exercised. Notwithstanding the foregoing, the Company may not
      issue or deliver any securities pursuant to the exercise of a Warrant and may
      not settle any Warrant exercise unless a registration statement under the Act
      with respect to the Common Stock underlying the Warrants is effective. In the
      event that a registration statement with respect to the Common Stock underlying
      the Warrants is not effective under the Act, no holder of any Warrant shall
      be
      entitled to exercise such Warrant and such Warrant may have no value and expire
      worthless. In no event will the Company net cash settle the warrant exercise.
      Warrants may not be exercised by, or securities issued to, any registered holder
      in any state in which such exercise would be unlawful. In the event that a
      registration statement is not effective for the exercised Warrants, the
      purchaser of a unit containing such Warrant will have paid the full purchase
      price for the unit solely for the shares included in such unit.

     

    
      
         

      

      
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    3.3.3 Valid
      Issuance.
      All
      shares of Common Stock issued upon the proper exercise of a Warrant in
      conformity with this Agreement shall be validly issued, fully paid and
      nonassessable.

     

    3.3.4 Date
      of Issuance.
      Each
      person in whose name any such shares of Common Stock are issued shall for all
      purposes be deemed to have become the holder of record of such shares on the
      date on which the Warrant was surrendered and payment of the Warrant Price
      was
      made, irrespective of the date of issuance of such shares, except that, if
      the
      date of such surrender and payment is a date when the stock transfer books
      of
      the Company are closed, such person shall be deemed to have become the holder
      of
      such shares at the close of business on the next succeeding date on which the
      stock transfer books are open.

     

    4. Adjustments.

     

    4.1 Stock
      Dividends—Split-Ups.
      If
      after the date hereof, and subject to the provisions of Section 4.6 below,
      the
      number of outstanding shares of Common Stock is increased by a stock dividend
      payable in shares of Common Stock, or by a split-up of shares of Common Stock
      or
      other similar event, then, on the effective date of such stock dividend,
      split-up or similar event, the number of shares of Common Stock issuable on
      exercise of each Warrant shall be increased in proportion to such increase
      in
      outstanding shares of Common Stock.

     

    4.2 Aggregation
      of Shares.
      If
      after the date hereof, and subject to the provisions of Section 4.6, the number
      of outstanding shares of Common Stock is decreased by a consolidation,
      combination, reverse stock split or reclassification of shares of Common Stock
      or other similar event, then, on the effective date of such consolidation,
      combination, reverse stock split, reclassification or similar event, the number
      of shares of Common Stock issuable on exercise of each Warrant shall be
      decreased in proportion to such decrease in outstanding shares of Common
      Stock.

     

    4.3 Adjustments
      in Exercise Price.
      Whenever the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the Warrant
      Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
      immediately prior to such adjustment by a fraction (x) the numerator of which
      shall be the number of shares of Common Stock purchasable upon the exercise
      of
      the Warrants immediately prior to such adjustment, and (y) the denominator
      of
      which shall be the number of shares of Common Stock so purchasable immediately
      thereafter.

     

    4.4 Replacement
      of Securities upon Reorganization, etc. In
      case
      of any reclassification or reorganization of the outstanding shares of Common
      Stock (other than a change covered by Section 4.1 or 4.2 hereof or that solely
      affects the par value of such shares of Common Stock), or in the case of any
      merger or consolidation of the Company with or into another corporation (other
      than a consolidation or merger in which the Company is the continuing
      corporation and that does not result in any reclassification or reorganization
      of the outstanding shares of Common Stock), or in the case of any sale or
      conveyance to another corporation or entity of the assets or other property
      of
      the Company as an entirety or substantially as an entirety in connection with
      which the Company is dissolved, the Warrant holders shall thereafter have the
      right to purchase and receive, upon the basis and upon the terms and conditions
      specified in the Warrants and in lieu of the shares of Common Stock of the
      Company immediately theretofore purchasable and receivable upon the exercise
      of
      the rights represented thereby, the kind and amount of shares of stock or other
      securities or property (including cash) receivable upon such reclassification,
      reorganization, merger or consolidation, or upon a dissolution following any
      such sale or transfer, that the Warrant holder would have received if such
      Warrant holder had exercised his, her or its Warrant(s) immediately prior to
      such event; and if any reclassification also results in a change in shares
      of
      Common Stock covered by Section 4.1 or 4.2, then such adjustment shall be made
      pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4. The provisions of
      this
      Section 4.4 shall similarly apply to successive reclassifications,
      reorganizations, mergers or consolidations, sales or other
      transfers.

     

    
      
         

      

      
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    4.5 Notices
      of Changes in Warrant.
      Upon
      every adjustment of the Warrant Price or the number of shares issuable upon
      exercise of a Warrant, the Company shall give written notice thereof to the
      Warrant Agent, which notice shall state the Warrant Price resulting from such
      adjustment and the increase or decrease, if any, in the number of shares
      purchasable at such price upon the exercise of a Warrant, setting forth in
      reasonable detail the method of calculation and the facts upon which such
      calculation is based. Upon the occurrence of any event specified in Sections
      4.1, 4.2, 4.3 or 4.4, then, in any such event, the Company shall give written
      notice to the Warrant holder, at the last address set forth for such holder
      in
      the warrant register, of the record date or the effective date of the event.
      Failure to give such notice, or any defect therein, shall not affect the
      legality or validity of such event.

     

    4.6 No
      Fractional Shares.
      Notwithstanding any provision contained in this Warrant Agreement to the
      contrary, the Company shall not issue fractional shares upon exercise of
      Warrants. If, by reason of any adjustment made pursuant to this Section 4,
      the
      holder of any Warrant would be entitled, upon the exercise of such Warrant,
      to
      receive a fractional interest in a share, the Company shall, upon such exercise,
      round up or down to the nearest whole number the number of the shares of Common
      Stock to be issued to the Warrant holder.

     

    4.7 Form
      of Warrant.
      The
      form of Warrant need not be changed because of any adjustment pursuant to this
      Section 4, and Warrants issued after such adjustment may state the same Warrant
      Price and the same number of shares as is stated in the Warrants initially
      issued pursuant to this Agreement. However, the Company may at any time in
      its
      sole discretion make any change in the form of Warrant that the Company may
      deem
      appropriate and that does not affect the substance thereof, and any Warrant
      thereafter issued or countersigned, whether in exchange or substitution for
      an
      outstanding Warrant or otherwise, may be in the form as so changed.

     

    5. Transfer
      and Exchange of Warrants.

     

    5.1 Registration
      of Transfer.
      The
      Warrant Agent shall register the transfer, from time to time, of any outstanding
      Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
      properly endorsed with signatures properly guaranteed and accompanied by
      appropriate instructions for transfer. Upon any such transfer, a new Warrant
      representing an equal aggregate number of Warrants shall be issued and the
      old
      Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled
      shall
      be delivered by the Warrant Agent to the Company from time to time upon
      request.

     

    
      
         

      

      
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    5.2 Procedure
      for Surrender of Warrants.
      Warrants may be surrendered to the Warrant Agent, together with a written
      request for exchange or transfer, and thereupon the Warrant Agent shall issue
      in
      exchange therefor one or more new Warrants as requested by the registered holder
      of the Warrants so surrendered, representing an equal aggregate number of
      Warrants; provided, however, that in the event that a Warrant surrendered for
      transfer bears a restrictive legend, the Warrant Agent shall not cancel such
      Warrant and issue new Warrants in exchange therefor until the Warrant Agent
      has
      received an opinion of counsel for the Company stating that such transfer may
      be
      made and indicating whether the new Warrants must also bear a restrictive
      legend.

     

    5.3 Fractional
      Warrants.
      The
      Warrant Agent shall not be required to effect any registration of transfer
      or
      exchange which will result in the issuance of a warrant certificate for a
      fraction of a warrant.

     

    5.4 Service
      Charges.
      No
      service charge shall be made for any exchange or registration of transfer of
      Warrants.

     

    5.5 Warrant
      Execution and Countersignature.
      The
      Warrant Agent is hereby authorized to countersign and to deliver, in accordance
      with the terms of this Agreement, the Warrants required to be issued pursuant
      to
      the provisions of this Section 5, and the Company, whenever required by the
      Warrant Agent, will supply the Warrant Agent with Warrants duly executed on
      behalf of the Company for such purpose.

     

    6. Redemption.

     

    6.1 Redemption.
      Subject
      to Section 6.4 hereof, the outstanding Warrants may be redeemed (in whole and
      not in part), at the option of the Company, at any time after, and from time
      to
      time, they become exercisable and prior to their expiration, at the office
      of
      the Warrant Agent, upon the notice referred to in Section 6.2, at the price
      of
      $0.01 per Warrant (“Redemption
      Price”),
      provided that the last sales price of the Common Stock has been at least $10.80
      per share, on each of twenty (20) trading days within any thirty (30) trading
      day period ending on the third business day prior to the date on which notice
      of
      redemption is given. The provisions of this Section 6.1 may not be modified,
      amended or deleted without the prior written consent of the
      Underwriters.

     

    6.2 Date
      Fixed for, and Notice of, Redemption.
      In the
      event the Company shall elect to redeem all of the Warrants, the Company shall
      fix a date for the redemption (the “Redemption
      Date”).
      Notice of redemption shall be mailed by first class mail, postage prepaid,
      by
      the Company not less than 30 days prior to the date fixed for redemption to
      the
      registered holders of the Warrants to be redeemed at their last addresses as
      they shall appear on the registration books. Any notice mailed in the manner
      herein provided shall be conclusively presumed to have been duly given whether
      or not the registered holder received such notice.

     

    
      
         

      

      
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    6.3 Exercise
      After Notice of Redemption.
      The
      Warrants may be exercised in accordance with Section 3 of this Agreement at
      any
      time after notice of redemption shall have been given by the Company pursuant
      to
      Section 6.2 hereof and prior to the Redemption Date. On and after the Redemption
      Date, the record holder of the Warrants shall have no further rights except
      to
      receive, upon surrender of the Warrants, the Redemption Price.

     

    6.4 Redemption
      of Purchase Option.
      If the
      Company shall elect to redeem all of the Warrants, each Warrant that is part
      of
      a Unit issued thereunder upon such automatic conversion shall be redeemed by
      the
      Company as part of such redemption for the Redemption Price.

     

    7. Other
      Provisions Relating to Rights of Holders of Warrants.

     

    7.1 No
      Rights as Stockholder.
      A
      Warrant does not entitle the registered holder thereof to any of the rights
      of a
      stockholder of the Company, including, without limitation, the right to receive
      dividends, or other distributions, exercise any preemptive rights to vote or
      to
      consent or to receive notice as stockholders in respect of the meetings of
      stockholders or the election of directors of the Company or any other
      matter.

     

    7.2 Lost,
      Stolen, Mutilated, or Destroyed Warrants.
      If any
      Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant
      Agent may on such terms as to indemnity or otherwise as they may in their
      discretion impose (which shall, in the case of a mutilated Warrant, include
      the
      surrender thereof), issue a new Warrant of like denomination, tenor and date
      as
      the Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant shall
      constitute a substitute contractual obligation of the Company, whether or not
      the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any
      time
      enforceable by anyone.

     

    7.3 Reservation
      of Common Stock.
      The
      Company shall at all times reserve and keep available a number of its authorized
      but unissued shares of Common Stock that will be sufficient to permit the
      exercise in full of all outstanding Warrants issued pursuant to this
      Agreement.

     

    7.4 Registration
      of Common Stock.
      The
      Company agrees that prior to the commencement of the Exercise Period, it shall
      file with the Securities and Exchange Commission a post-effective amendment
      to
      the Registration Statement, or a new registration statement, for the
      registration, under the Act, of, and it shall take such action as is necessary
      to qualify for sale, in those states in which the Warrants were initially
      offered by the Company, the Common Stock issuable upon exercise of the Warrants.
      In either case, the Company will use its best efforts to cause the same to
      become effective and to maintain the effectiveness of such registration
      statement until the expiration or redemption of the Warrants in accordance
      with
      the provisions of this Agreement. The provisions of this Section 7.4 may not
      be
      modified, amended or deleted without the prior written consent of the
      Underwriters.

     

    8. Concerning
      the Warrant Agent and Other Matters.

     

    8.1 Payment
      of Taxes.
      The
      Company will from time to time promptly pay all taxes and charges that may
      be
      imposed upon the Company or the Warrant Agent in respect of the issuance or
      delivery of shares of Common Stock upon the exercise of Warrants, but the
      Company shall not be obligated to pay any transfer taxes in respect of the
      Warrants or such shares.

     

    
      
         

      

      
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    8.2 Resignation,
      Consolidation, or Merger of Warrant Agent.

     

    8.2.1 Appointment
      of Successor Warrant Agent.
      The
      Warrant Agent, or any successor to it hereafter appointed, may resign its duties
      and be discharged from all further duties and liabilities hereunder after giving
      sixty (60) days’ notice in writing to the Company. If the office of the Warrant
      Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint in writing a successor Warrant Agent in place of the
      Warrant Agent. If the Company shall fail to make such appointment within a
      period of 30 days after it has been notified in writing of such resignation
      or
      incapacity by the Warrant Agent or by the holder of the Warrant (who shall,
      with
      such notice, submit his Warrant for inspection by the Company), then the holder
      of any Warrant may apply to the Supreme Court of the State of New York for
      the
      County of New York for the appointment of a successor Warrant Agent at the
      Company’s cost. Any successor Warrant Agent, whether appointed by the Company or
      by such court, shall be a corporation or other entity organized and existing
      under the laws of a state of the United States, in good standing and authorized
      under such laws to exercise corporate trust powers and be subject to supervision
      or examination by federal or state authority. After appointment, any successor
      Warrant Agent shall be vested with all the authority, powers, rights,
      immunities, duties, and obligations of its predecessor Warrant Agent with like
      effect as if originally named as Warrant Agent hereunder, without any further
      act or deed; but if for any reason it becomes necessary or appropriate, the
      predecessor Warrant Agent shall execute and deliver, at the expense of the
      Company, an instrument transferring to such successor Warrant Agent all the
      authority, powers, and rights of such predecessor Warrant Agent hereunder;
      and
      upon request of any successor Warrant Agent the Company shall make, execute,
      acknowledge, and deliver any and all instruments in writing for more fully
      and
      effectually vesting in and confirming to such successor Warrant Agent all such
      authority, powers, rights, immunities, duties, and obligations.

     

    8.2.2 Notice
      of Successor Warrant Agent.
      In the
      event a successor Warrant Agent shall be appointed, the Company shall give
      notice thereof to the predecessor Warrant Agent and the transfer agent for
      the
      Common Stock not later than the effective date of any such
      appointment.

     

    8.2.3 Merger
      or Consolidation of Warrant Agent.
      Any
      corporation into which the Warrant Agent may be merged or with which it may
      be
      consolidated or any corporation resulting from any merger or consolidation
      to
      which the Warrant Agent shall be a party shall be the successor Warrant Agent
      under this Agreement without any further act.

     

    8.3 Fees
      and Expenses of Warrant Agent.

     

    8.3.1 Remuneration.
      The
      Company agrees to pay the Warrant Agent reasonable remuneration for its services
      as such Warrant Agent hereunder and will reimburse the Warrant Agent upon demand
      for all expenditures that the Warrant Agent may reasonably incur in the
      execution of its duties hereunder.

     

    8.3.2 Further
      Assurances.
      The
      Company agrees to perform, execute, acknowledge, and deliver or cause to be
      performed, executed, acknowledged, and delivered all such further and other
      acts, instruments, and assurances as may reasonably be required by the Warrant
      Agent for the carrying out or performing of the provisions of this
      Agreement.

     

    
      
         

      

      
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    8.4 Liability
      of Warrant Agent.

     

    8.4.1 Reliance
      on Company Statement.
      Whenever in the performance of its duties under this Warrant Agreement, the
      Warrant Agent shall deem it necessary or desirable that any fact or matter
      be
      proved or established by the Company prior to taking or suffering any action
      hereunder, such fact or matter (unless other evidence in respect thereof be
      herein specifically prescribed) may be deemed to be conclusively proved and
      established by a statement signed by the Chief Executive Officer, President
      or
      Chairman of the Board of the Company and delivered to the Warrant Agent. The
      Warrant Agent may rely upon such statement for any action taken or suffered
      in
      good faith by it pursuant to the provisions of this Agreement.

     

    8.4.2 Indemnity.
      The
      Warrant Agent shall be liable hereunder only for its own negligence, willful
      misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
      and
      save it harmless against any and all liabilities, including judgments, costs
      and
      reasonable counsel fees, for anything done or omitted by the Warrant Agent
      in
      the execution of this Agreement except as a result of the Warrant Agent’s
      negligence, willful misconduct or bad faith.

     

    8.4.3 Exclusions.
      The
      Warrant Agent shall have no responsibility with respect to the validity of
      this
      Agreement or with respect to the validity or execution of any Warrant (except
      its countersignature thereof); nor shall it be responsible for any breach by
      the
      Company of any covenant or condition contained in this Agreement or in any
      Warrant; nor shall it be responsible to make any adjustments required under
      the
      provisions of Section 4 hereof or be responsible for the manner, method, or
      amount of any such adjustment or the ascertaining of the existence of facts
      that
      would require any such adjustment; nor shall it by any act hereunder be deemed
      to make any representation or warranty as to the authorization or reservation
      of
      any shares of Common Stock to be issued pursuant to this Agreement or any
      Warrant or as to whether any shares of Common Stock will when issued be valid
      and fully paid and nonassessable.

     

    8.5 Acceptance
      of Agency.
      The
      Warrant Agent hereby accepts the agency established by this Agreement and agrees
      to perform the same upon the terms and conditions herein set forth and among
      other things, shall account promptly to the Company with respect to Warrants
      exercised and concurrently account for, and pay to the Company, all moneys
      received by the Warrant Agent for the purchase of shares of the Company’s Common
      Stock through the exercise of Warrants.

     

    9. Miscellaneous
      Provisions.

     

    9.1 Successors.
      All the
      covenants and provisions of this Agreement by or for the benefit of the Company
      or the Warrant Agent shall bind and inure to the benefit of their respective
      successors and assigns.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    9.2 Notices.
      Any
      notice, statement or demand authorized by this Warrant Agreement to be given
      or
      made by the Warrant Agent or by the holder of any Warrant to or on the Company
      shall be sufficiently given when so delivered if by hand or overnight delivery
      or if sent by certified mail or private courier service within five days after
      deposit of such notice, postage prepaid, addressed (until another address is
      filed in writing by the Company with the Warrant Agent), as
      follows:

     

    Pacific
      Restaurant Holdings, Inc. 

    804
      Pier
      View Way, Suite 208

    Oceanside,
      California 92054

    Attention:
      John M. Creed

     

    With
      a
      copy to:

     

    Pillsbury
      Winthrop Shaw Pittman LLP

    1540
      Broadway

    New
      York,
      New York 10036

    Attn:
      Ronald A. Fleming, Jr., Esq.

     

    Any
      notice, statement or demand authorized by this Agreement to be given or made
      by
      the holder of any Warrant or by the Company to or on the Warrant Agent shall
      be
      sufficiently given when so delivered if by hand or overnight delivery or if
      sent
      by certified mail or private courier service within five days after deposit
      of
      such notice, postage prepaid, addressed (until another address is filed in
      writing by the Warrant Agent with the Company), as follows:

     

    American
      Stock Transfer & Trust Company

    59
      Maiden
      Lane, Plaza Level

    New
      York,
      New York 10038 

    Attn:
      [               
   ]

     

    with
      a
      copy in each case to:

     

    Jesup
      & Lamont Securities Corporation

    650
      Fifth
      Avenue

    New
      York,
      NY 10019

    Attn:
      Andres V. Bello

     

    and:

     

    Greenberg
      Traurig, P.A. 

    777
      South
      Flagler Drive

    Suite
      300
      East

    West
      Palm
      Beach, Florida 33401

    Attn:
      Morris C. Brown, Esq.

     

    9.3 Applicable
      law.
      The
      validity, interpretation, and performance of this Agreement and of the Warrants
      shall be governed in all respects by the laws of the State of New York, without
      giving effect to conflict of laws. The Company hereby agrees that any action,
      proceeding or claim against it arising out of or relating in any way to this
      Agreement shall be brought and enforced in the courts of the State of New York
      or the United States District Court for the Southern District of New York,
      and
      irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
      The Company hereby waives any objection to such exclusive jurisdiction and
      that
      such courts represent an inconvenience forum. Any such process or summons to
      be
      served upon the Company may be served by transmitting a copy thereof by
      registered or certified mail, return receipt requested, postage prepaid,
      addressed to it at the address set forth in Section 9.2 hereof. Such mailing
      shall be deemed personal service and shall be legal and binding upon the Company
      in any action, proceeding or claim.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    9.4 Persons
      Having Rights under this Agreement.
      Nothing
      in this Agreement expressed and nothing that may be implied from any of the
      provisions hereof is intended, or shall be construed, to confer upon, or give
      to, any person or corporation other than the parties hereto and the registered
      holders of the Warrants and, for the purposes of Sections 3.2, 6.1, 7.4 and
      9.2
      hereof, the Underwriters, any right, remedy or claim under or by reason of
      this
      Warrant Agreement or of any covenant, condition, stipulation, promise, or
      agreement hereof. The Underwriters shall be deemed to be a third party
      beneficiary of this Agreement with respect to Sections 3.2, 6.1, 7.4 and 9.2
      hereof. All covenants, conditions, stipulations, promises, and agreements
      contained in this Warrant Agreement shall be for the sole and exclusive benefit
      of the parties hereto (and the Underwriters with respect to the Sections 3.2,
      6.1, 7.4 and 9.2 hereof) and their successors and assigns and of the registered
      holders of the Warrants.

     

    9.5 Examination
      of the Warrant Agreement.
      A copy
      of this Agreement shall be available at all reasonable times at the office
      of
      the Warrant Agent, for inspection by the Underwriters or by the registered
      holder of any Warrant. The Warrant Agent may require any such holder to submit
      his Warrant for inspection by it.

     

    9.6 Counterparts.
      This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    9.7 Effect
      of Headings.
      The
      Section headings herein are for convenience only and are not part of this
      Warrant Agreement and shall not affect the interpretation
      thereof.


     

    [Remainder
      of this page intentionally left blank; signature page follows]

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      as
      of the day and year first above written.

     

    
      	 	 	 
	 	PACIFIC
              RESTAURANT HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                

              Title:
                

            


    

     

    
      	 	 	 
	 	AMERICAN
              STOCK TRANSFER & TRUST COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                

              Title:
                

            


    

     

    [Signature
      Page to Warrant Agreement]


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    Exhibit
      A

    


    [Form
      of
      Warrant]