1 EXHIBIT 4.5 CONVERSION AND OFFSET AGREEMENT This Agreement is made effective as of the 15th day of May, 1997, by and between The Original Pasta Co., a Texas corporation f/k/a Pasta Acquisition Co. ("Pasta Co."), Marco's Mexican Restaurants, Inc., a...Conversion and Offset Agreement • October 14th, 1997 • Watermarc Food Management Co • Retail-eating places • Texas
