ROADHOUSE GRILL, INC. 2703-A Gateway Drive Pompano Beach, Florida 33069 November 17, 2005

Exhibit 10.4

ROADHOUSE GRILL, INC.
0000-X Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000

November 17, 0000

Xxxxxxx Group (Cayman) Limited
x/x Xxxxxxx Xxxxx Xxxxxx
00^xx Xxxxx, Xxxxxx Xxxxxxx, XX Plaza
000 Xxxxx Xxxxx Xxxxxxx
00000 Xxxxx Xxxxxx, Xxxxxxxx
Attn: Xx. Xxxxxxx Xxx

Dear Xx. Xxx:

          Reference is made to the Amended and Restated Loan Agreement dated as of October 6, 2005 (the “Loan Agreement”), between Berjaya Group (Cayman) Limited (“Lender”) and Roadhouse Grill, Inc. (“Borrower”). Capitalized terms used herein are used as defined in the Loan Agreement.

          Under Section 7.12(a) of the Loan Agreement, it is an event of default if, on or prior to October 31, 2005, the Borrower shall not have entered into a binding and enforceable Sale Transaction, unless, prior to such date, a designee of the Lender reasonably acceptable to the Borrower’s Board of Directors shall have been appointed as a member of the Board of Directors of the Borrower (such default, the “Sale Transaction Default”). Pursuant to a letter agreement dated as of August 11, 2005, between Borrower and Lender, it was agreed, among other things, that if the Lender’s designee were Xx. Xxxxxxx Xxx, that he would be reasonably acceptable to the Board of Directors of Borrower as the appointee of Lender.

          No Sale Transaction occurred on or prior to October 31, 2005 and prior to such date, Xx. Xxxxxxx Xxx was not appointed to the Board of Directors of Borrower. While the Lender never formally requested that Xx. Xxx be appointed to the Board prior to that date, it is arguable that a Sale Transaction Default occurred on such date because the Borrower did not appoint Xx. Xxx to the Board of Directors of the Borrower as of that date. In the interest of clarity, Borrower has requested Lender to waive the potential Sale Transaction Default, and Lender is willing to waive such potential Sale Transaction Default provided the Loan Agreement is amended as stipulated below.

          In consideration of Lender’s waiver of the Sale Transaction Default, Lender and Borrower agree that the Loan Agreement is hereby amended to replace Section 7.12 thereof with the following new Section 7.12:

Roadhouse Grill, Inc.
November 17, 2005
Page 2

7.12 Failure to Appoint Lender Representative to Borrower’s Board of Directors In Certain Circumstances.

          If, at any time on or after October 31, 2005, the Lender shall have made a written request that either (i) Xxxxxxx Xxx or (ii) another designee of the Lender reasonably acceptable to the Borrower’s Board of Directors be appointed as a member of the Board of Directors of the Borrower and such appointment shall not have been made within five (5) Business Days after Borrower’s receipt of such written request.

          If the foregoing correctly sets forth our agreement and understanding, please so indicate by signing and returning the enclosed copy of this letter agreement in the space provided by Borrower’s signature.

		BERJAYA GROUP (CAYMAN) LIMITED
		By:		/s/ Xxxxxxx Xxx
				Authorized Signatory

ACCEPTED AND AGREED TO:
ROADHOUSE GRILL, INC.
By:		/s/ Xxxxxxx X. Xxxxx
		Xxxxxxx X. Xxxxx  Executive Vice President and Chief Financial Officer