ORDER APPROVING SALE PROCEDURES

IN THE UNITED STATES BANKRUPTCY COURTFOR THE NORTHERN DISTRICT OF TEXASDALLAS DIVISION

IN RE:SILVEROAK HOLDINGS LTD.a/k/a BOB’S STEAK AND CHOPHOUSE RESTAURANT,DEBTOR.§§§§§§§CASE NO. 09-33211-HDHCHAPTER 11

ORDER APPROVING SALE PROCEDURES

Came on for consideration theDebtor’s “

Motion for Order Pursuant to 11 U.S.C. §§ 105,363, and 365 and Bankruptcy Rules 2002, 6004, 6006, and 9014 Approving: (A) Sale of Substantially All Assets of Debtors and RelatedSale Procedures; (B) Assumption and Assignment of Executory Contracts and unexpired Leases, and (C) Granting Related Relief

”(the“Motion”).Upon consideration of the Motion, the Court finds that the procedures set forth in theMotion, as modified herein,are reasonable for the sale of the Debtor’s tangible assetsand the

NORTHERN DISTRICT OF TEXAS

ENTERED

TAWANA C. MARSHALL, CLERK THE DATE OF ENTRY ISON THE COURT'S DOCKET

The following constitutes the ruling of the court and has the force and effect therein described.

Signed October 6, 2009 United States Bankruptcy Judge

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ORDER APPROVING SALE PROCEDURES

assumption and assignment of certain real property leasesand other executory contracts.TheCourt therefore finds that the relief sought in the Motion should be, and hereby is, GRANTED.Itis, therefore,ORDERED that the

auction shall be held on November 4, 2009 at 10:00 a.m.

at theLaw Office of Robert Milbank, Jr., 900 Jackson Street, Suite 560, Dallas, Texas 75202; and it isfurther ORDERED that a

hearing on the approval of the sale and related matters shall beheld by this Court at 1:30 p.m. on November 10, 2009

(the “Sale Hearing”); and it is further ORDERED that theBSCH Management Company, LLC, or its designee(“BSCH”) shall be considered the initial bidder at the auctionand is deemed to be a qualified bidder and is notrequired to submit anything further in order to participate in the auction; and it is further ORDERED that the terms included in the Term Sheet attached to the Motion (in theincreased gross purchase price of $165,000 in cash and assumption of up to $50,000 inadministrative liabilities offered by BSCH), are approved as an initial bid; it is further ORDERED thatif BSCH is not the successful bidder at the auction, BSCH is entitled tothe allowance and payment of a break-up fee pursuant to Section 503(b)(1) of the BankruptcyCode equal to 5% of the cash bid by the winning bidder at the auction, plus 5% of theadministrative expense liabilities assumed by the winning bidder, to be capped at $30,000.00;and it is further ORDERED that BSCH hasprovideda form of Asset Purchase Agreement (“APA”) tothe Trustee, which form the Trustee may provide to interested parties, although it is not requiredthat other interested parties use the identical form of APA; and it is further

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ORDER APPROVING SALE PROCEDURES

ORDERED that the initial overbid at the auction shall be no less than $20,000.00 morethan the $215,000.00 in aggregate consideration offered by BSCH in the initial bid approvedherein; and it is further ORDERED that

in order to participate in the auction, a bidder must submit to theTrustee, by no later than close of business on Monday, November 2, 2009

(i) a bid in theform of an Asset Purchase Agreement, preferably similar in form to that provided by BSCH,including consideration equal to or in excess of the minimum initial overbid amount, (ii)documents proving the party’s financial ability to consummate the sale, (iii) designation of thoseleases and executory contracts the bidder intends to have assumed and assigned to it, and (iv) arepresentationthat the bid is not conditioned upon any additional due diligence or financingapprovals; and it is further ORDERED that the Trustee, in consultation with Frost National Bank., N.A.(“Frost”),shall determine which bidders, in addition to BSCH,are qualified to participate in the auction;and it is further ORDERED that the Trustee, in consultation with Frost, shall select what he believes to bethe highest and best bid (the “Winning Bid”) at the auction, which the Trustee will present to theCourt at the Sale Hearingalong with the relevant APA and other supporting documents; and it isfurther ORDERED that if no qualified overbids are received at the auction, the initial bid byBSCH, as approved herein, shall be deemed to be the Winning Bid, which the Trustee will present to the Court for approval at the Sale Hearing; and it is further ORDERED that any objections to these procedures are overruled, other than the

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