Exhibit
      4.7

     

    NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
      AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
      SECURITIES.

     

    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      Purchase ____________
      Shares
      of
      Common Stock of

     

    Passport
      Restaurants, Inc.

     

    THIS
      COMMON STOCK PURCHASE WARRANT (the “Warrant”)
      certifies that, for value received, ________________ (the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after July 1, 2007 (the
      “Initial
      Exercise Date”)
      and on
      or prior to the close of business on March 23, 2012, the five year anniversary
      of the Initial Exercise Date (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Passport Restaurants, Inc.,
      a
      Texas corporation (the “Company”),
      _____________ shares
      (the “Warrant
      Shares”)
      of
      Common Stock, no par value, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant shall be equal
      to
      the Exercise Price, as defined in Section 2(b). 

     

    Section
      1.     Definitions.
      Capitalized terms used and not otherwise defined herein shall have the meanings
      set forth in that certain Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated
      March 23, 2007, between the Company and the purchaser signatory
      thereto.

     

    Section
      2.     Exercise.

     

    
      	 	
              a)

            	
              Exercise
                of Warrant.
                Exercise of the purchase rights represented by this Warrant may be
                made at
                any time or times on or after the Initial Exercise Date and on or
                before
                the Termination Date by delivery to the Company of a duly executed
                facsimile copy of the Notice of Exercise Form annexed hereto (or
                such
                other office or agency of the Company as it may designate by notice
                in
                writing to the registered Holder at the address of such Holder appearing
                on the books of the Company); provided,
                however,
                within 5 Trading Days of the date said Notice of Exercise is delivered
                to
                the Company, the Holder shall have surrendered this Warrant to the
                Company
                and the Company shall have received payment of the aggregate Exercise
                Price of the shares thereby purchased by wire transfer or cashier’s check
                drawn on a United States bank. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              b)

            	
              Exercise
                Price.
                The exercise price of the Common Stock under this Warrant shall be
                $0.0001, subject to adjustment hereunder (the “Exercise
                Price”).

            


    

     

    
      	 	
              c)

            	
              Cashless
                Exercise.
                If there is no registration statement covering the resale of the
                Warrant
                Shares, this Warrant may also be exercised by means of a “cashless
                exercise” in which the Holder shall be entitled to receive a certificate
                for the number of Warrant Shares equal to the quotient obtained by
                dividing [(A-B) (X)] by (A), where:

            


    

     

    (A)
      = the
      VWAP on the Trading Day immediately preceding the date of such
      election;

    


    (B)
      = the
      Exercise Price of this Warrant, as adjusted; and 

    


    (X)
      = the
      number of Warrant Shares issuable upon exercise of this Warrant in accordance
      with the terms of this Warrant by means of a cash exercise rather than a
      cashless exercise.

    


    
      	 	
              d)

            	
              Exercise
                Limitations;
                Holder’s
                Restrictions.
                The Holder shall not have the right to exercise any portion of this
                Warrant, pursuant to Section 2(c) or otherwise, to the extent that
                after
                giving effect to such issuance after exercise, the Holder (together
                with
                the Holder’s affiliates), as set forth on the applicable Notice of
                Exercise, would beneficially own in excess of 4.99% of the number
                of
                shares of the Common Stock outstanding immediately after giving effect
                to
                such issuance.  For purposes of the foregoing sentence, the number of
                shares of Common Stock beneficially owned by the Holder and its affiliates
                shall include the number of shares of Common Stock issuable upon
                exercise
                of this Warrant with respect to which the determination of such sentence
                is being made, but shall exclude the number of shares of Common Stock
                which would be issuable upon (A) exercise of the remaining, nonexercised
                portion of this Warrant beneficially owned by the Holder or any of
                its
                affiliates and (B) exercise or conversion of the unexercised or
                nonconverted portion of any other securities of the Company (including,
                without limitation, any other Notes or Warrants) subject to a limitation
                on conversion or exercise analogous to the limitation contained herein
                beneficially owned by the Holder or any of its affiliates.  Except as
                set forth in the preceding sentence, for purposes of this Section
                2(d),
                beneficial ownership shall be calculated in accordance with Section
                13(d)
                of the Exchange Act, it being acknowledged by Holder that the Company
                is
                not representing to Holder that such calculation is in compliance
                with
                Section 13(d) of the Exchange Act and Holder is solely responsible
                for any
                schedules required to be filed in accordance therewith. To the extent
                that
                the limitation contained in this Section 2(d) applies, the determination
                of whether this Warrant is exercisable (in relation to other securities
                owned by the Holder) and of which a portion of this Warrant is exercisable
                shall be in the sole discretion of such Holder, and the submission
                of a
                Notice of Exercise shall be deemed to be such Holder’s determination of
                whether this Warrant is exercisable (in relation to other securities
                owned
                by such Holder) and of which portion of this Warrant is exercisable,
                in
                each case subject to such aggregate percentage limitation, and the
                Company
                shall have no obligation to verify or confirm the accuracy of such
                determination. For purposes of this Section 2(d), in determining
                the
                number of outstanding shares of Common Stock, the Holder may rely
                on the
                number of outstanding shares of Common Stock as reflected in (x)
                the
                Company’s most recent Form 10-QSB or Form 10-KSB, as the case may be, (y)
                a more recent public announcement by the Company or (z) any other
                notice
                by the Company or the Company’s Transfer Agent setting forth the number of
                shares of Common Stock outstanding.  Upon the written or oral request
                of the Holder, the Company shall within two Trading Days confirm
                orally
                and in writing to the Holder the number of shares of Common Stock
                then
                outstanding.  In any case, the number of outstanding shares of Common
                Stock shall be determined after giving effect to the conversion or
                exercise of securities of the Company, including this Warrant, by
                the
                Holder or its affiliates since the date as of which such number of
                outstanding shares of Common Stock was reported. The provisions of
                this
                Section 2(d) may be waived by the Holder upon, at the election of
                the
                Holder, not less than 61 days’ prior notice to the Company, and the
                provisions of this Section 2(d) shall continue to apply until such
                61st
                day (or such later date, as determined by the Holder, as may be specified
                in such notice of waiver).

            


    

     

    
      
         

      

      
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              e)

            	
              Mechanics
                of Exercise.
                

            


    

    


    
      	
            	i)	
              Authorization
                of Warrant Shares.
                The Company covenants that all Warrant Shares which may be issued
                upon the
                exercise of the purchase rights represented by this Warrant will,
                upon
                exercise of the purchase rights represented by this Warrant, be duly
                authorized, validly issued, fully paid and nonassessable and free
                from all
                taxes, liens and charges in respect of the issue thereof (other than
                taxes
                in respect of any transfer occurring contemporaneously with such
                issue).
                The Company covenants that during the period the Warrant is outstanding,
                it will reserve from its authorized and unissued Common Stock a sufficient
                number of shares to provide for the issuance of the Warrant Shares
                upon
                the exercise of any purchase rights under this Warrant. The Company
                further covenants that its issuance of this Warrant shall constitute
                full
                authority to its officers who are charged with the duty of executing
                stock
                certificates to execute and issue the necessary certificates for
                the
                Warrant Shares upon the exercise of the purchase rights under this
                Warrant. The Company will take all such reasonable action as may
                be
                necessary to assure that such Warrant Shares may be issued as provided
                herein without violation of any applicable law or regulation, or
                of any
                requirements of the Trading Market upon which the Common Stock may
                be
                listed.

            


    

     

    
      	
            	ii)	
              Delivery
                of Certificates Upon Exercise.
                Certificates for shares purchased hereunder shall be transmitted
                by the
                transfer agent of the Company to the Holder by crediting the account
                of
                the Holder’s prime broker with the Depository Trust Company through its
                Deposit Withdrawal Agent Commission (“DWAC”)
                system if the Company is a participant in such system, and otherwise
                by
                physical delivery to the address specified by the Holder in the Notice
                of
                Exercise within 3 Trading Days from the delivery to the Company of
                the
                Notice of Exercise Form, surrender of this Warrant and payment of
                the
                aggregate Exercise Price as set forth above (“Warrant
                Share Delivery Date”).
                This Warrant shall be deemed to have been exercised on the date the
                Exercise Price is received by the Company. The Warrant Shares shall
                be
                deemed to have been issued, and Holder or any other person so designated
                to be named therein shall be deemed to have become a holder of record
                of
                such shares for all purposes, as of the date the Warrant has been
                exercised by payment to the Company of the Exercise Price and all
                taxes
                required to be paid by the Holder, if any, pursuant to Section 2(e)(vii)
                prior to the issuance of such shares, have been paid.
                

            


    

     

    
      
         

      

      
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            	iii)	
              Delivery
                of New Warrants Upon Exercise.
                If this Warrant shall have been exercised in part, the Company shall,
                at
                the time of delivery of the certificate or certificates representing
                Warrant Shares, deliver to Holder a new Warrant evidencing the rights
                of
                Holder to purchase the unpurchased Warrant Shares called for by this
                Warrant, which new Warrant shall in all other respects be identical
                with
                this Warrant.

            


    

     

    
      	
            	iv)	
              Rescission
                Rights.
                If the Company fails to cause its transfer agent to transmit to the
                Holder
                a certificate or certificates representing the Warrant Shares pursuant
                to
                this Section 2(e)(iv) by the Warrant Share Delivery Date, then the
                Holder
                will have the right to rescind such
                exercise.

            


    

     

    
      	
            	v)	
              Compensation
                for Buy-In on Failure to Timely Deliver Certificates Upon
                Exercise.
                In addition to any other rights available to the Holder, if the Company
                fails to cause its transfer agent to transmit to the Holder a certificate
                or certificates representing the Warrant Shares pursuant to an exercise
                on
                or before the Warrant Share Delivery Date, and if after such date
                the
                Holder is required by its broker to purchase (in an open market
                transaction or otherwise) shares of Common Stock to deliver in
                satisfaction of a sale by the Holder of the Warrant Shares which
                the
                Holder anticipated receiving upon such exercise (a “Buy-In”),
                then the Company shall (1) pay in cash to the Holder the amount by
                which
                (x) the Holder’s total purchase price (including brokerage commissions, if
                any) for the shares of Common Stock so purchased exceeds (y) the
                amount
                obtained by multiplying (A) the number of Warrant Shares that the
                Company
                was required to deliver to the Holder in connection with the exercise
                at
                issue times (B) the price at which the sell order giving rise to
                such
                purchase obligation was executed, and (2) at the option of the Holder,
                either reinstate the portion of the Warrant and equivalent number
                of
                Warrant Shares for which such exercise was not honored or deliver
                to the
                Holder the number of shares of Common Stock that would have been
                issued
                had the Company timely complied with its exercise and delivery obligations
                hereunder. For example, if the Holder purchases Common Stock having
                a
                total purchase price of $11,000 to cover a Buy-In with respect to
                an
                attempted exercise of shares of Common Stock with an aggregate sale
                price
                giving rise to such purchase obligation of $10,000, under clause
                (1) of
                the immediately preceding sentence the Company shall be required
                to pay
                the Holder $1,000. The Holder shall provide the Company written notice
                indicating the amounts payable to the Holder in respect of the Buy-In,
                together with applicable confirmations and other evidence reasonably
                requested by the Company. Nothing herein shall limit a Holder’s right to
                pursue any other remedies available to it hereunder, at law or in
                equity
                including, without limitation, a decree of specific performance and/or
                injunctive relief with respect to the Company’s failure to timely deliver
                certificates representing shares of Common Stock upon exercise of
                the
                Warrant as required pursuant to the terms
                hereof.

            


    

     

    
      
         

      

      
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            	vi)	
              No
                Fractional Shares or Scrip.
                No fractional shares or scrip representing fractional shares shall
                be
                issued upon the exercise of this Warrant. As to any fraction of a
                share
                which Holder would otherwise be entitled to purchase upon such exercise,
                the Company shall pay a cash adjustment in respect of such final
                fraction
                in an amount equal to such fraction multiplied by the Exercise
                Price.

            


    

     

    
      	
            	vii)	
              Charges,
                Taxes and Expenses.
                Issuance of certificates for Warrant Shares shall be made without
                charge
                to the Holder for any issue or transfer tax or other incidental expense
                in
                respect of the issuance of such certificate, all of which taxes and
                expenses shall be paid by the Company, and such certificates shall
                be
                issued in the name of the Holder or in such name or names as may
                be
                directed by the Holder; provided,
                however,
                that in the event certificates for Warrant Shares are to be issued
                in a
                name other than the name of the Holder, this Warrant when surrendered
                for
                exercise shall be accompanied by the Assignment Form attached hereto
                duly
                executed by the Holder; and the Company may require, as a condition
                thereto, the payment of a sum sufficient to reimburse it for any
                transfer
                tax incidental thereto.

            


    

     

    
      	
            	viii)	
              Closing
                of Books.
                The Company will not close its stockholder books or records in any
                manner
                which prevents the timely exercise of this Warrant, pursuant to the
                terms
                hereof.

            


    

     

    Section
      3.     Certain Adjustments.

     

    
      	
            	a)	
              Stock
                Dividends and Splits.
                If the Company, at any time while this Warrant is outstanding: (A)
                pays a
                stock dividend or otherwise make a distribution or distributions
                on shares
                of its Common Stock or any other equity or equity equivalent securities
                payable in shares of Common Stock (which, for avoidance of doubt,
                shall
                not include any shares of Common Stock issued by the Company pursuant
                to
                this Warrant), (B) subdivides outstanding shares of Common Stock
                into a
                larger number of shares, (C) combines (including by way of reverse
                stock
                split) outstanding shares of Common Stock into a smaller number of
                shares,
                or (D) issues by reclassification of shares of the Common Stock any
                shares
                of capital stock of the Company, then in each case the Exercise Price
                shall be multiplied by a fraction of which the numerator shall be
                the
                number of shares of Common Stock (excluding treasury shares, if any)
                outstanding before such event and of which the denominator shall
                be the
                number of shares of Common Stock outstanding after such event and
                the
                number of shares issuable upon exercise of this Warrant shall be
                proportionately adjusted. Any adjustment made pursuant to this Section
                3(a) shall become effective immediately after the record date for
                the
                determination of stockholders entitled to receive such dividend or
                distribution and shall become effective immediately after the effective
                date in the case of a subdivision, combination or
                re-classification.

            


    

     

    
      
         

      

      
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              b)

            	
              Reserved.
                

            


    

     

    
      	 	
              c)

            	
              Pro
                Rata Distributions.
                If the Company, at any time prior to the Termination Date, shall
                distribute to all holders of Common Stock (and not to Holders of
                the
                Warrants) evidences of its indebtedness or assets or rights or warrants
                to
                subscribe for or purchase any security other than the Common Stock
                (which
                shall be subject to Section 3(b)), then in each such case the Exercise
                Price shall be adjusted by multiplying the Exercise Price in effect
                immediately prior to the record date fixed for determination of
                stockholders entitled to receive such distribution by a fraction
                of which
                the denominator shall be the VWAP determined as of the record date
                mentioned above, and of which the numerator shall be such VWAP on
                such
                record date less the then per share fair market value at such record
                date
                of the portion of such assets or evidence of indebtedness so distributed
                applicable to one outstanding share of the Common Stock as determined
                by
                the Board of Directors in good faith. In either case the adjustments
                shall
                be described in a statement provided to the Holders of the portion
                of
                assets or evidences of indebtedness so distributed or such subscription
                rights applicable to one share of Common Stock. Such adjustment shall
                be
                made whenever any such distribution is made and shall become effective
                immediately after the record date mentioned
                above.

            


    

     

    
      	 	
              d)

            	
              Calculations.
                All calculations under this Section 3 shall be made to the nearest
                cent or
                the nearest 1/100th of a share, as the case may be. The number of
                shares
                of Common Stock outstanding at any given time shall not includes
                shares of
                Common Stock owned or held by or for the account of the Company,
                and the
                description of any such shares of Common Stock shall be considered
                on
                issue or sale of Common Stock. For purposes of this Section 3, the
                number
                of shares of Common Stock deemed to be issued and outstanding as
                of a
                given date shall be the sum of the number of shares of Common Stock
                (excluding treasury shares, if any) issued and
                outstanding.

            


    

     

    
      	
            	e)	
              Notice
                to Holders.
                

            


    

     

    i. Adjustment
      to Exercise Price.
      Whenever the Exercise Price is adjusted pursuant to this Section 3, the Company
      shall promptly mail to each Holder a notice setting forth the Exercise Price
      after such adjustment and setting forth a brief statement of the facts requiring
      such adjustment. If the Company issues a variable rate security, despite the
      prohibition thereon in the Purchase Agreement, the Company shall be deemed
      to
      have issued Common Stock or Common Stock Equivalents at the lowest possible
      conversion or exercise price at which such securities may be converted or
      exercised in the case of a Variable Rate Transaction (as defined in the Purchase
      Agreement), or the lowest possible adjustment price in the case of an MFN
      Transaction (as defined in the Purchase Agreement).

     

    ii. Notice
      to Allow Exercise by Holder.
      If (A)
      the Company shall declare a dividend (or any other distribution) on the Common
      Stock; (B) the Company shall declare a special nonrecurring cash dividend on
      or
      a redemption of the Common Stock; (C) the Company shall authorize the granting
      to all holders of the Common Stock rights or warrants to subscribe for or
      purchase any shares of capital stock of any class or of any rights; (D) the
      approval of any stockholders of the Company shall be required in connection
      with
      any reclassification of the Common Stock, any consolidation or merger to which
      the Company is a party, any sale or transfer of all or substantially all of
      the
      assets of the Company, of any compulsory share exchange whereby the Common
      Stock
      is converted into other securities, cash or property; (E) the Company shall
      authorize the voluntary or involuntary dissolution, liquidation or winding
      up of
      the affairs of the Company; then, in each case, the Company shall cause to
      be
      mailed to the Holder at its last addresses as it shall appear upon the Warrant
      Register of the Company, at least 20 calendar days prior to the applicable
      record or effective date hereinafter specified, a notice stating (x) the date
      on
      which a record is to be taken for the purpose of such dividend, distribution,
      redemption, rights or warrants, or if a record is not to be taken, the date
      as
      of which the holders of the Common Stock of record to be entitled to such
      dividend, distributions, redemption, rights or warrants are to be determined
      or
      (y) the date on which such reclassification, consolidation, merger, sale,
      transfer or share exchange is expected to become effective or close, and the
      date as of which it is expected that holders of the Common Stock of record
      shall
      be entitled to exchange their shares of the Common Stock for securities, cash
      or
      other property deliverable upon such reclassification, consolidation, merger,
      sale, transfer or share exchange; provided,
      that
      the failure to mail such notice or any defect therein or in the mailing thereof
      shall not affect the validity of the corporate action required to be specified
      in such notice. The Holder is entitled to exercise this Warrant during the
      20-day period commencing the date of such notice to the effective date of the
      event triggering such notice.

     

    
      
         

      

      
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              f)

            	
              Fundamental
                Transaction.
                If, at any time while this Warrant is outstanding, (A) the Company
                effects
                any merger or consolidation of the Company with or into another Person,
                (B) the Company effects any sale of all or substantially all of its
                assets
                in one or a series of related transactions, (C) any tender offer
                or
                exchange offer (whether by the Company or another Person) is completed
                pursuant to which holders of Common Stock are permitted to tender
                or
                exchange their shares for other securities, cash or property, or
                (D) the
                Company effects any reclassification of the Common Stock or any compulsory
                share exchange pursuant to which the Common Stock is effectively
                converted
                into or exchanged for other securities, cash or property (in any
                such
                case, a “Fundamental
                Transaction”),
                then, upon any subsequent exercise of this Warrant, the Holder shall
                have
                the right to receive, for each Warrant Share that would have been
                issuable
                upon such exercise absent such Fundamental Transaction upon exercise
                of
                this Warrant Alternate Consideration receivable upon or as a result
                of
                such reorganization, reclassification, merger, consolidation or
                disposition of assets by a Holder of the number of shares of Common
                Stock
                for which this Warrant is exercisable immediately prior to such event
                (the
                “Alternate
                Consideration”).
                For purposes of any such exercise, the determination of the Exercise
                Price
                shall be appropriately adjusted to apply to such Alternate Consideration
                based on the amount of Alternate Consideration issuable in respect
                of one
                share of Common Stock in such Fundamental Transaction, and the Company
                shall apportion the Exercise Price among the Alternate Consideration
                in a
                reasonable manner reflecting the relative value of any different
                components of the Alternate Consideration. If holders of Common Stock
                are
                given any choice as to the securities, cash or property to be received
                in
                a Fundamental Transaction, then the Holder shall be given the same
                choice
                as to the Alternate Consideration it receives upon any exercise of
                this
                Warrant following such Fundamental Transaction. To the extent necessary
                to
                effectuate the foregoing provisions, any successor to the Company
                or
                surviving entity in such Fundamental Transaction shall issue to the
                Holder
                a new warrant consistent with the foregoing provisions and evidencing
                the
                Holder’s right to exercise such warrant into Alternate Consideration. The
                terms of any agreement pursuant to which a Fundamental Transaction
                is
                effected shall include terms requiring any such successor or surviving
                entity to comply with the provisions of this paragraph (f) and insuring
                that this Warrant (or any such replacement security) will be similarly
                adjusted upon any subsequent transaction analogous to a Fundamental
                Transaction.

            


    

     

    
      
         

      

      
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              g)

            	
              Exempt
                Issuance.
                Notwithstanding the foregoing, no adjustments, Alternate Consideration
                nor
                notices shall be made, paid or issued under this Section 3 in respect
                of
                an Exempt Issuance.

            


    

     

    
      	 	
              h)

            	
              Voluntary
                Adjustment By Company.
                The Company may at any time during the term of this Warrant reduce
                the
                then current Exercise Price to any amount and for any period of time
                deemed appropriate by the Board of Directors of the
                Company.

            


    

     

    Section
      4.     Transfer
      of Warrant.

     

    
      	 	
              a)

            	
              Transferability.
                Subject to compliance with any applicable securities laws and the
                conditions set forth in Sections 5(a) and 4(d) hereof and to the
                provisions of Section 4.1 of the Purchase Agreement, this Warrant
                and all
                rights hereunder are transferable, in whole or in part, upon surrender
                of
                this Warrant at the principal office of the Company, together with
                a
                written assignment of this Warrant substantially in the form attached
                hereto duly executed by the Holder or its agent or attorney and funds
                sufficient to pay any transfer taxes payable upon the making of such
                transfer. Upon such surrender and, if required, such payment, the
                Company
                shall execute and deliver a new Warrant or Warrants in the name of
                the
                assignee or assignees and in the denomination or denominations specified
                in such instrument of assignment, and shall issue to the assignor
                a new
                Warrant evidencing the portion of this Warrant not so assigned, and
                this
                Warrant shall promptly be cancelled. A Warrant, if properly assigned,
                may
                be exercised by a new holder for the purchase of Warrant Shares without
                having a new Warrant issued. 

            


    

     

    
      	 	
              b)

            	
              New
                Warrants.
                This Warrant may be divided or combined with other Warrants upon
                presentation hereof at the aforesaid office of the Company, together
                with
                a written notice specifying the names and denominations in which
                new
                Warrants are to be issued, signed by the Holder or its agent or attorney.
                Subject to compliance with Section 4(a), as to any transfer which
                may be
                involved in such division or combination, the Company shall execute
                and
                deliver a new Warrant or Warrants in exchange for the Warrant or
                Warrants
                to be divided or combined in accordance with such
                notice.

            


    

     

    
      
         

      

      
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              c)

            	
              Warrant
                Register.
                The Company shall register this Warrant, upon records to be maintained
                by
                the Company for that purpose (the “Warrant
                Register”),
                in the name of the record Holder hereof from time to time. The Company
                may
                deem and treat the registered Holder of this Warrant as the absolute
                owner
                hereof for the purpose of any exercise hereof or any distribution
                to the
                Holder, and for all other purposes, absent actual notice to the
                contrary.

            


    

     

    
      	 	
              d)

            	
              Transfer
                Restrictions.
                If,
                at the time
                of the surrender of this Warrant in connection with any transfer
                of this
                Warrant, the transfer of this Warrant shall not be registered pursuant
                to
                an effective registration
                statement under the Securities Act
                and under
                applicable state securities or blue sky laws, the Company may require,
                as
                a condition of allowing such transfer (i) that the Holder or transferee
                of
                this Warrant, as the case may be, furnish to the Company a written
                opinion
                of counsel (which opinion shall be in form, substance and scope customary
                for opinions of counsel in comparable transactions) to the effect
                that
                such transfer may be made without
                registration under
                the
                Securities Act and under applicable state securities or blue sky
                laws,
                (ii) that the holder or transferee execute and deliver to the Company
                an
                investment letter in form and substance acceptable to the Company
                and
                (iii) that the transferee be an “accredited
                investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8)
                promulgated under the Securities Act or a qualified institutional
                buyer as
                defined in Rule 144A(a) under the Securities
                Act.

            


    

     

    Section
      5.     Miscellaneous.

     

    
      	 	
              a)

            	
              Title
                to Warrant.
                Prior to the Termination Date and subject to compliance with applicable
                laws and Section 4 of this Warrant, this Warrant and all rights hereunder
                are transferable, in whole or in part, at the office or agency of
                the
                Company by the Holder in person or by duly authorized attorney, upon
                surrender of this Warrant together with the Assignment Form annexed
                hereto
                properly endorsed. The transferee shall sign an investment letter
                in form
                and substance reasonably satisfactory to the
                Company.

            


    

     

    
      	 	
              b)

            	
              No
                Rights as Shareholder Until Exercise.
                This Warrant does not entitle the Holder to any voting rights or
                other
                rights as a shareholder of the Company prior to the exercise hereof.
                Upon
                the surrender of this Warrant and the payment of the aggregate Exercise
                Price (or by means of a cashless exercise), the Warrant Shares so
                purchased shall be and be deemed to be issued to such Holder as the
                record
                owner of such shares as of the close of business on the later of
                the date
                of such surrender or payment.

            


    

     

    
      	 	
              c)

            	
              Loss,
                Theft, Destruction or Mutilation of Warrant.
                The Company covenants that upon receipt by the Company of evidence
                reasonably satisfactory to it of the loss, theft, destruction or
                mutilation of this Warrant or any stock certificate relating to the
                Warrant Shares, and in case of loss, theft or destruction, of indemnity
                or
                security reasonably satisfactory to it (which, in the case of the
                Warrant,
                shall not include the posting of any bond), and upon surrender and
                cancellation of such Warrant or stock certificate, if mutilated,
                the
                Company will make and deliver a new Warrant or stock certificate
                of like
                tenor and dated as of such cancellation, in lieu of such Warrant
                or stock
                certificate.

            


    

     

    
      
         

      

      
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              d)

            	
              Saturdays,
                Sundays, Holidays, etc.
                If the last or appointed day for the taking of any action or the
                expiration of any right required or granted herein shall be a Saturday,
                Sunday or a legal holiday, then such action may be taken or such
                right may
                be exercised on the next succeeding day not a Saturday, Sunday or
                legal
                holiday.

            


    

     

    
      	 	
              e)

            	
              Authorized
                Shares.
                The Company covenants that during the period the Warrant is outstanding,
                it will reserve from its authorized and unissued Common Stock a sufficient
                number of shares to provide for the issuance of the Warrant Shares
                upon
                the exercise of any purchase rights under this Warrant. The Company
                further covenants that its issuance of this Warrant shall constitute
                full
                authority to its officers who are charged with the duty of executing
                stock
                certificates to execute and issue the necessary certificates for
                the
                Warrant Shares upon the exercise of the purchase rights under this
                Warrant. The Company will take all such reasonable action as may
                be
                necessary to assure that such Warrant Shares may be issued as provided
                herein without violation of any applicable law or regulation, or
                of any
                requirements of the Trading Market upon which the Common Stock may
                be
                listed. 

            


    

     

    Except
      and to the extent as waived or consented to by the Holder, the Company shall
      not
      by any action, including, without limitation, amending its certificate of
      incorporation or through any reorganization, transfer of assets, consolidation,
      merger, 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
      such terms and in the taking of all such actions as may be necessary or
      appropriate to protect the rights of Holder as set forth in this Warrant against
      impairment. Without limiting the generality of the foregoing, the Company will
      (a) not increase the par value of any Warrant Shares above the amount payable
      therefor upon such exercise immediately prior to such increase in par value,
      (b)
      take all such action as may be necessary or appropriate in order that the
      Company may validly and legally issue fully paid and nonassessable Warrant
      Shares upon the exercise of this Warrant, and (c) use commercially reasonable
      efforts to obtain all such authorizations, exemptions or consents from any
      public regulatory body having jurisdiction thereof as may be necessary to enable
      the Company to perform its obligations under this Warrant.

     

    Before
      taking any action which would result in an adjustment in the number of Warrant
      Shares for which this Warrant is exercisable or in the Exercise Price, the
      Company shall obtain all such authorizations or exemptions thereof, or consents
      thereto, as may be necessary from any public regulatory body or bodies having
      jurisdiction thereof.

     

    
      	 	
              f)

            	
              Jurisdiction.
                All questions concerning the construction, validity, enforcement
                and
                interpretation of this Warrant shall be determined in accordance
                with the
                provisions of the Purchase
                Agreement.

            


    

     

    
      	 	
              g)

            	
              Restrictions.
                The Holder acknowledges that the Warrant Shares acquired upon the
                exercise
                of this Warrant, if not registered, will have restrictions upon resale
                imposed by state and federal securities
                laws.

            


    

     

    
      
         

      

      
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              h)

            	
              Nonwaiver
                and Expenses.
                No course of dealing or any delay or failure to exercise any right
                hereunder on the part of Holder shall operate as a waiver of such
                right or
                otherwise prejudice Holder’s rights, powers or remedies, notwithstanding
                the fact that all rights hereunder terminate on the Termination Date.
                If
                the Company willfully and knowingly fails to comply with any provision
                of
                this Warrant, which results in any material damages to the Holder,
                the
                Company shall pay to Holder such amounts as shall be sufficient to
                cover
                any costs and expenses including, but not limited to, reasonable
                attorneys’ fees, including those of appellate proceedings, incurred by
                Holder in collecting any amounts due pursuant hereto or in otherwise
                enforcing any of its rights, powers or remedies
                hereunder.

            


    

     

    
      	 	
              i)

            	
              Notices.
                Any notice, request or other document required or permitted to be
                given or
                delivered to the Holder by the Company shall be delivered in accordance
                with the notice provisions of the Purchase
                Agreement.

            


    

     

    
      	 	
              j)

            	
              Limitation
                of Liability.
                No provision hereof, in the absence of any affirmative action by
                Holder to
                exercise this Warrant or purchase Warrant Shares, and no enumeration
                herein of the rights or privileges of Holder, shall give rise to
                any
                liability of Holder for the purchase price of any Common Stock or
                as a
                stockholder of the Company, whether such liability is asserted by
                the
                Company or by creditors of the
                Company.

            


    

     

    
      	 	
              k)

            	
              Remedies.
                Holder, in addition to being entitled to exercise all rights granted
                by
                law, including recovery of damages, will be entitled to specific
                performance of its rights under this Warrant. The Company agrees
                that
                monetary damages would not be adequate compensation for any loss
                incurred
                by reason of a breach by it of the provisions of this Warrant and
                hereby
                agrees to waive the defense in any action for specific performance
                that a
                remedy at law would be adequate.

            


    

     

    
      	 	
              l)

            	
              Successors
                and Assigns.
                Subject to applicable securities laws, this Warrant and the rights
                and
                obligations evidenced hereby shall inure to the benefit of and be
                binding
                upon the successors of the Company and the successors and permitted
                assigns of Holder. The provisions of this Warrant are intended to
                be for
                the benefit of all Holders from time to time of this Warrant and
                shall be
                enforceable by any such Holder or holder of Warrant
                Shares.

            


    

     

    
      	 	
              m)

            	
              Amendment.
                This Warrant may be modified or amended or the provisions hereof
                waived
                with the written consent of the Company and the
                Holder.

            


    

     

    
      	 	
              n)

            	
              Severability.
                Wherever possible, each provision of this Warrant shall be interpreted
                in
                such manner as to be effective and valid under applicable law, but
                if any
                provision of this Warrant shall be prohibited by or invalid under
                applicable law, such provision shall be ineffective to the extent
                of such
                prohibition or invalidity, without invalidating the remainder of
                such
                provisions or the remaining provisions of this
                Warrant.

            


    

     

    
      	 	
              o)

            	
              Headings.
                The headings used in this Warrant are for the convenience of reference
                only and shall not, for any purpose, be deemed a part of this
                Warrant.

            


    

     

    
      
         

      

      
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    ********************

    
 

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      officer thereunto duly authorized.

     

    


    Dated:
      March 23, 2007

     

    
      	
              PASSPORT
                RESTAURANTS, INC.

               

            
	
               

              
                

              

              Name:

              Title:

            


    

     

     

    
      
         

      

      
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    NOTICE
      OF EXERCISE

    


    TO:
      PASSPORT RESTAURANTS, INC.

    


    (1) The
      undersigned hereby elects to purchase ________ Warrant Shares of the Company
      pursuant to the terms of the attached Warrant (only if exercised in full),
      and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

     

    (2) Payment
      shall take the form of (check applicable box):

     

    [
      ] in
      lawful money of the United States; or

     

    [
      ] the
      cancellation of such number of Warrant Shares as is necessary, in accordance
      with the formula set forth in subsection 2(c), to exercise this Warrant with
      respect to the maximum number of Warrant Shares purchasable pursuant to the
      cashless exercise procedure set forth in subsection 2(c).

     

    (3) Please
      issue a certificate or certificates representing said Warrant Shares in the
      name
      of the undersigned or in such other name as is specified below:

     

                          
      _______________________________

     

    Tax
      ID
      Number            
_______________________________


    


    The
      Warrant Shares shall be delivered to the following:

    


    _______________________________

     

    _______________________________

     

    _______________________________

    


    (4)
      Accredited
      Investor.
      The
      undersigned is an “accredited investor” as defined in Regulation D promulgated
      under the Securities Act of 1933, as amended.

    


    [SIGNATURE
      OF HOLDER]

     

    Name
      of
      Investing Entity:
      ________________________________________________________________________

    Signature
      of Authorized Signatory of Investing Entity:
      _________________________________________________

    Name
      of
      Authorized Signatory:
      ___________________________________________________________________

    Title
      of
      Authorized Signatory:
      ____________________________________________________________________

    Date:
      ________________________________________________________________________________________

    


    


    
      
         

      

      
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    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing warrant, execute

    this
      form
      and supply required information. 

    Do
      not
      use this form to exercise the warrant.)

    


    


    


    FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to

     

    


    _______________________________________________
      whose address is

    


    _______________________________________________________________.

     

    


    _______________________________________________________________

    


    Dated:
      ______________, _______

    


    


    Holder’s
      Signature:      _____________________________

    


    Holder’s
      Address:       _____________________________

     

    _____________________________

     

    


    Signature
      Guaranteed: ___________________________________________

    


    


    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust company. Officers of
      corporations and those acting in a fiduciary or other representative capacity
      should file proper evidence of authority to assign the foregoing
      Warrant.

    


     

    
      
         

      

      
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