0001032210-03-000235 Sample Contracts

February 21, 2003 Board of Directors Prandium, Inc. Irvine, CA 92606 Gentlemen:
Letter Agreement • February 26th, 2003 • Prandium Inc • Retail-eating places

This letter agreement (the “Engagement Letter”) confirms and sets forth the terms and conditions of the engagement between Alvarez & Marsal, Inc. (“A&M”) and Prandium, Inc. (the “Company”) including the scope of the services to be performed and the basis of compensation for those services. Upon execution of this letter by each of the parties below and receipt of the additional retainer amounts as described below, this letter will constitute the complete and final agreement between the Company and A&M, and shall supercede any and all prior agreements and understandings. This Engagement Letter is made effective as of the date of the Company’s execution (the “Effective Date”).

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