0001104659-06-010912 Sample Contracts

RETENTION AGREEMENT
Retention Agreement • February 22nd, 2006 • Real Mex Restaurants, Inc. • Retail-eating & drinking places • California

This RETENTION AGREEMENT (this “Agreement”) is made as of the day of , 2006 by and between REAL MEX RESTAURANTS, INC., a Delaware corporation (the “Company”), and (“Executive”).

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THIRD AMENDMENT
Third Amendment • February 22nd, 2006 • Real Mex Restaurants, Inc. • Retail-eating & drinking places

This THIRD AMENDMENT, dated as of January 5, 2006 (this “Third Amendment”), amends that certain AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of March 31, 2004 (as amended, modified or supplemented from time to time, the “Credit Agreement”), by and among (i) REAL MEX RESTAURANTS, INC., formerly known as Acapulco Acquisition Corp., a Delaware corporation (“Real Max”), (ii) ACAPULCO RESTAURANTS, INC., a Delaware corporation (“ARI”), (iii) EL TORITO FRANCHISING COMPANY, a Delaware corporation (“ETFI”), (iv) EL TORITO RESTAURANTS, INC., a Delaware corporation (“ETRI”), (v) ACAPULCO RESTAURANTS OF ENCINITAS, INC., a California corporation (“AEI”), (vi) TARV, INC., a California corporation (“TARV”), (vii) ACAPULCO RESTAURANT OF VENTURA, INC., a California corporation (“ARV”), (viii) ACAPULCO RESTAURANT OF WESTWOOD, INC., a California corporation (“ARW”), (ix) ACAPULCO MARK CORP., a Delaware corporation (“AMC”), (x) MURRAY PACIFIC, a California corporation (“MP”), (xi) ALA DESIGN,

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