OFFER OF EMPLOYMENT

August 21, 2006

Mr. Daniel E. Pittard

P.O. Box 7300

Rancho Santa Fe, CA 92067

Dear Dan:

I am pleased to confirm our offer of employment for the position of President & Chief Executive Officer for Rubio’s Restaurants, Inc. (Rubio’s or the Company) reporting to the Board of Directors of the Company (Board). The terms and conditions of this offer are outlined below:

Start Date: August 21, 2006 (Start Date).

Base Salary: You will be paid biweekly at a rate of $15,384.62 (on an annual basis this equals $400,000) subject to withholdings and deductions as required by law. Your salary will be reviewed annually beginning December 2007 and may be adjusted based on performance.

Bonuses: You will be eligible to participate in the Company’s Cash Bonus Plan for President/CEO at a rate of up to 50% of your base salary as described in the plan for fiscal years beginning after December 31, 2006. Bonuses are paid after completion of the annual audited results; typically no later than mid-March of the new calendar year.

For the fiscal year ending December 31, 2006, you shall be entitled to receive a sign-on bonus equal to the prorated portion (18.22% of your base salary) in the event the Company meets or exceeds management’s forecast for the period August 21 through December 31, 2006, as approved by the Board at its October, 2006 meeting. The sign-on bonus will be paid upon completion of the annual audited results for fiscal 2006.

Stock Options: A non-statutory stock option (Option) for 300,000 shares (Shares) of Rubio’s common stock will be granted to you, effective on your Start Date, at the fair market value of the common stock at the close of trading on that date, pursuant to Rubio’s 1999 Stock Incentive Plan (1999 Plan). These options will vest over 4 years as follows: 50% after 24 months of continuous employment (Initial Vesting Date) and 50% after 48 months of continuous employment. 

In the event of a CIC Transaction, as defined below under the caption Severance Benefits, the Option shall be subject to acceleration as provided under Article Two, Section III of the 1999 Plan.

The Option shall also provide that in the event of your death or Permanent Disability, as defined in the 1999 Plan, the Option shall vest on a pro rata basis (based on your months of continuous service to the Company) and shall be exercisable by your personal representative, heir, designated beneficiary or guardian for 24 months following your death or Permanent Disability. Also, if your employment is terminated by the Company for other than death, Permanent Disability, or Misconduct, as defined in the 1999 Plan (ignoring the last sentence of such definition, which shall be inoperative with respect to your employment), or for other than a CIC Transaction, the Option shall vest on a pro rata basis, as set forth in the preceding sentence, and you shall have 12 months following your date of termination to exercise the Option.

Long Term Incentive: An award of restricted stock units (RSUs) representing 42,500 shares of Rubio’s common stock will be granted to you for the performance period 2007-2009 when the Compensation Committee of the Board acts to award such long term incentives to management for that period, pursuant to Rubio’s 2006 Executive Incentive Plan. Such RSUs will be subject to the annual and cumulative performance goals and objectives fixed by the Compensation Committee. Generally, in the event of a CIC Transaction, the shares represented by the RSUs shall be subject to accelerated vesting as provided in Article Two, Section III of the 1999 Plan with the following exceptions:

(i) if an annual goal or objective is not achieved by the Company, any vesting of shares related to that period shall be forfeited and not subject to recoupment in a following period notwithstanding any contrary terms set forth in the RSU:

(ii) if a CIC Transaction is approved by the Board during 2007, the unvested shares represented by the RSU shall be subject to accelerated vesting only if the Company’s performance for 2007 (through the date of the last quarter ended before the Board’s approval) is on target to achieve the annual goal or objective for 2007; and

(iii) if a CIC Transaction is approved by the Board in 2008 or 2009, subject to clause (i) above, the unvested shares represented by the RSUs shall be subject to accelerated vesting based solely on the terms and conditions in the 1999 Plan relating to discretionary option grants.

Vacation: 15 days per year accrued pro-rata on a monthly basis.

Health Plans: You will be eligible to participate in Rubio’s medical, dental, employee assistance program (EAP), vision, short and long term disability, and life insurance programs effective the first day of the month following two consecutive months of service. You will be reimbursed for any health insurance premiums incurred by you under any private insurance policy during this waiting period. In addition, the Company offers an executive reimbursement (Exec-U-Care) with a $5,000 cap per claim and a Flexible Spending Account for tax deferred contributions for medical and childcare expenses.

401(k) Plan: You will be eligible to participate in Rubio’s 401(k) Plan effective the first day of the month following twelve consecutive months of service. Currently, after one year of service you will be matched at a rate of 25% of the first 6% of the salary you contribute. (Although our 401(k) plan allows for up to 15% of compensation as an employee’s contribution, you should be aware that our most recent discrimination testing has limited actual contributions for highly paid executives to approximately 1%.)

Severance Benefits: You will be entitled to participate in the Rubio’s Severance Pay Plan. By way of example, if your employment is terminated, for other than Misconduct, as defined in the 1999 Plan (ignoring the last sentence of such definition, which shall be inoperative with respect to your employment), you will be paid, subject to signing our standard release agreement and settling all amounts owed to the Company, 6 months of current base salary. In addition, the Company will reimburse your COBRA premiums (or pa