underwriting agreement

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Exhibit 10.1

May    , 2006

Restaurant Acquisition Partners, Inc.
5950 Hazeltine National Drive, Suite 290
Orlando, FL 32822

Ladenburg Thalmann & Co. Inc.
153 East 53rd Street, 49th Floor
New York, New York 10022

Capital Growth Financial, LLC
225 NE Mizner Boulevard, Suite 750
Boca Raton, FL 33432

Re: Initial Public Offering

Ladies and Gentlemen:

        The undersigned officer, director and stockholder of Restaurant Acquisition Partners, Inc. (the " Company "), in consideration of Capital Growth Financial, LLC (" CGF ") and Ladenburg Thalmann & Co. Inc. (collectively with CGF, the " Underwriters ") consummating the transactions contemplated by the underwriting agreement dated as of May            , 2006 between the Company and CCF (the " Underwriting Agreement ") relating to the Company's initial public offering (" IPO "), hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):

        1.     If the Company solicits approval of its stockholders of an Initial Transaction, the undersigned will vote all Insider Shares owned by him in accordance with the majority of the votes cast by the holders of the IPO Shares and all shares of Company Common Stock acquired by him in the IPO or in the aftermarket in favor of the Initial Transaction.

        2.     The undersigned will escrow his Insider Shares until one year after the date of the consummation of an Initial Transaction, subject to the terms of a Stock Escrow Agreement which the Company will enter into with the undersigned and Continental Stock Transfer & Trust Company as escrow agent.

        3.     If the Company fails to consummate an Initial Transaction within 18 months from the initial closing of the IPO (or 24 months under the circumstances described in the prospectus relating to the IPO (the "Prospectus")), the undersigned will take all reasonable actions within his power to cause the Company to liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind (" Claim ") in or to any distribution of the amount on deposit in the trust account at JPMorgan Chase (as described in the Prospectus) with respect to his Insider Shares and waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company to or against the trust account and will not seek recourse against the trust account for any reason whatsoever, in each case except in connection with exercising his rights with respect to any shares of Company common stock acquired by him in the IPO or in the aftermarket. Each of the undersigned (severally and not jointly) agrees to indemnify and hold harmless the Company against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably paid in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which the Company may become subject to as a result of any claim by any vendor that is owed money by the Company for services rendered or products sold (the " Loss ") but only to the extent necessary to ensure that the Loss does not reduce the amount in the trust account; provided, however, that each of the undersigned shall only be liable (severally and not jointly) for thirty-three and one-third percent of the total Loss. Nothing contained herein shall be construed to suggest that the undersigned may be held personally liable for any loss, liability claims, damage or expense which the Company may

become subject to as a result of any claim by a prospective target if an Initial Transaction is not consummated with that prospective target, or for