AGREEMENT

This AGREEMENT, (the "Agreement") is executed and entered into this 23rd day of
June, 1998, by and between Dr Pepper/Seven Up, Inc. ("Dr Pepper") and Rubio's
Restaurants, Inc. (the "Fountain Account').
                                         
                                    WITNESSETH:

WHEREAS, the marketing plan described in this Agreement has been offered to the
Fountain Account as a result of Dr Pepper's understanding that the Fountain
Account has received an offer from a competitor of Dr Pepper with regard to the
purchase of that competitor's post-mix products; and

WHEREAS, Dr Pepper is willing to make a competitive offer by means of the
marketing plan set forth herein to ensure the availability of DR PEPPER post-mix
products (collectively the "Product') in the Restaurants (as hereinafter defined
in Paragraph 3a), subject to the terms and conditions set forth below;

NOW, THEREFORE, for and in consideration of the covenants and promises contained
herein, the parties hereto agree as follows:

1.   VOLUME COMMITMENT/TERM.  The term (the "Term") of the Agreement commences
     as of May 1, 1998, and ends on the later to occur of April 30, 2003, or
     the aggregate purchase of  ***  of Product by the Fountain Account.

2.   MARKETING PLAN.  In response to the competitive offer, Dr Pepper commits to
     a marketing plan requiring payment of monies for the Term as follows:

     a.   TRADE ALLOWANCE FUND.  A  *** per gallon allowance off invoice pricing
          shall be provided on Product purchased by the Fountain Account during
          the Term.

     b.   EQUIPMENT/SERVICE FUND.  ***  per gallon shall be paid  ***  to
          offset the costs associated with equipment and service on the fountain
          equipment dispensing the Product.

     c.   MARKETING FUND.   ***  per gallon shall be paid to the Fountain
          Account.  To qualify for this fund, the Fountain Account agrees to
          perform a minimum of  ***  of the following activities annually:

                    Mutually agreeable  ***  ;
                    Annual crew incentive programs;
                    Placement of DR PEPPER identified point of purchase 
                    materials;
                    Trademark co-op advertising that supports mutually agreeable
                    initiatives.

     d.   PAYMENT SCHEDULE.  Funding for these 2 funds will be  ***  in each
          year of years  ***  of the Agreement and reconciled each year in
          accordance with actual volume purchases of the Product.  For years
          ***, payment shall be made within *** at the end of each  ***  in
          each of these agreement years based on actual gallons of Product
          purchased by the Fountain Account.

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     e.   GALLONAGE REPORT.  Volume for the purpose of making the payments
          outlined herein shall be provided via Dr Pepper's authorized computer
          report or approved distributor reports/recaps reflecting actual
          gallonage of Product purchased by the Restaurants which the Fountain
          Account shall provide to Dr Pepper for verification and payment
          purposes.  The parties agree that in any discrepancy in reported
          gallonage purchases Dr Pepper and the Fountain Account shall make the
          mutual determination of such actual gallonage purchases of Product.

     To qualify for this marketing plan, the Fountain Account must purchase the
     Product and execute those performance requirements as outlined in
     Paragraphs 2 and 3.  It is understood and agreed that for purposes of this
     entire Agreement, the Product will not be considered to have been
     "purchased" until it has been paid for in full and performance requirements
     have been fulfilled by the Fountain Account.  Accordingly, any marketing
     support based on the purchase of the Product will be earned only to the
     extent that the Fountain Account has paid for such Product and performance
     requirements have been fulfilled by the Fountain Account.  Since Dr Pepper
     will provide reimbursement for expenses before the Fountain Account has
     purchased sufficient gallonage to earn such sums, such payment will be
     deemed an advance of funding which must be refunded in the event of early
     termination or at the end of the Term if any portion of the advanced sum
     remains unearned.

3.   RESPONSIBILITIES OF THE FOUNTAIN ACCOUNT.  In consideration of the payments
     to be made to the Fountain Account by Dr Pepper pursuant to this Agreement,
     the Fountain Account also agrees to:

     a.   Guarantee that the Product will be available in all present and future
          Restaurants owned or operated by the Fountain Account (collectively
          the "Restaurants") during the Term, with the exception of external
          venues (i.e., arenas, schools) that have preexisting post-mix soft
          drink contracts;

     b.   Guarantee that all of the Restaurants dispensing the Product will not
          dispense at the same time competing pepper-flavored post-mix products
          of the same or similar flavor as the Product during the Term (i.e.,
          MR.  PIBB, DR SLICE).  The Fountain Account and Dr Pepper shall make
          the mutual determination of whether the dispensing of other competing
          post-mix products violates the terms and conditions of this Agreement.
          The Fountain Account also agrees that the Product shall be the only
          approved flavored post-mix product in the Restaurants for that flavor
          category;

     c.   Identify the Product in all Restaurants during the entire Term,
          including but not limited to brand identification on the menu boards
          and dispensing fountain heads in all Restaurants;

     d.   Provide to Dr Pepper upon the execution of this Agreement a list of
          all Restaurants in the Fountain Account's system as of the current
          time.  The Fountain Account shall promptly notify Dr Pepper of all new
          Restaurants in the Fountain Account's system which are opened or
          acquired, and any Restaurants which are sold or transferred or
          otherwise disposed of during the Term.

4.   TERMINATION AND REFUND OF PAYMENTS.  This Agreement may only be terminated
     by either party hereto for cause.  "Cause" shall be deemed the material
     breach of this Agreement by the defaulting party which shall have 60 days
     to cure such default upon receipt of written notice from the nondefaulting
     party that such a material breach has occurred.  Both parties agree to meet
     and work together in good faith to resolve and cure such default.  In the
     event the material breach has not been cured to the reasonable satisfaction
     of the nondefaulting party hereto, then this Agreement shall be deemed
     terminated immediately following said 60 day period.

a.   In the event termination occurs prior to the end of years *** of this
     Term, the Fountain Account shall (i) repay to Dr Pepper all of the
     estimated amount paid to the Fountain Account pursuant to Paragraph 2d
     which have not been earned by the Fountain Account based on actual gallons
     of Product purchased as of the date of termination, and (ii) pay interest
     on all sums due to Dr Pepper under this paragraph at the rate of

*** Portions of this page have been omitted pursuant to a request for
    Confidential Treatment and filed separately with the Commission.

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<PAGE>

     ***   per month, or such lesser percentage as required by law, accrued
     since the effective date of the Term.  Such amounts shall be paid by the
     Fountain Account to Dr Pepper within 60 days of termination of this
     Agreement; and

b.   In the event termination occurs at any time during the agreement years ***
     of the Term, Dr Pepper and the Fountain Account shall mutually determine
     the actual gallons of Product purchased as of the date of termination
     pursuant to Paragraph 2d, for which payment shall then be made to the
     Fountain Account within 60 days after the termination thereof; provided
     that the Fountain Account has fulfilled all of its performance requirements
     hereunder.  Dr Pepper reserves the right to withhold payment due hereunder
     as an offset against amounts not paid by the Fountain Account for Product
     delivered to the Fountain Account.

5.   BOTTLE/CAN AVAILABILITY.  If at any time during the Term the Fountain
     Account decides to sell bottled/canned carbonated soft drinks in the
     Restaurants, the Fountain Account will provide Dr Pepper an opportunity to
     present the same bottle/can products which correspond to the Product for
     sale in its Restaurants and will consider such products in good faith.

6.   NEW RESTAURANTS.  If at any time during the Term the Fountain Account opens
     or acquires additional Restaurants where post-mix products are or will be
     sold ("New Restaurants"), the Product will also be dispensed at such New
     Restaurants under the same terms, obligations and marketing plan of this
     Agreement.

7.   ENTIRE AGREEMENT.  This Agreement contains the entire agreement between the
     parties with respect to the transactions contemplated herein and supersedes
     all previous oral or written negotiations or commitments.  No amendment or
     modification of this Agreement may be made except in a writing executed by
     the party against whom such amendment or modification is sought to be
     enforced.

8.   VENUE.  This Agreement shall be construed, interpreted and enforced under
     the laws of the State of Texas without regard to principles of conflict
     or choice of laws.  Any action or proceeding arising out of or in
     connection with this Agreement shall be venued in a federal or state court
     of appropriate subject matter jurisdiction located in San Diego,
     California and the parties hereby consent to the personal jurisdiction in
     such courts.

9.   BINDING AGREEMENT.  This Agreement shall be binding upon each of the
     parties hereto and shall inure to their respective benefits and the benefit
     of their successors, assigns and legal representatives, as the case may be.
     This Agreement may not be assigned or transferred by either party hereto
     without the prior written consent of the other party.

10.  COSTS AND EXPENSES.  Except as expressly otherwise provided in this
     Agreement, each party hereto shall bear its own costs and expenses in
     connection with this Agreement and the transactions contemplated hereby.
     If any legal action is taken by either party hereunder to enforce the terms
     and conditions of this Agreement in the event of a material breach, the
     prevailing party may recover its attorneys' fees in connection with
     enforcement of the Agreement.

11.  FORCE MAJEURE.  Either party is excused from performance hereunder if such
     nonperformance results from any acts of God, strikes, lockout, labor
     trouble or other industrial disturbance, war, riots, acts of

*** Portions of this page have been omitted pursuant to a request for
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     governmental authorities, shortages of raw materials or any other cause
     outside the reasonable control of the nonperforming party.  In the event
     either party wishes to invoke this provision, it must give prompt written
     notice to the other party, specifying the basis for the assertion of the
     same and for how long it is expected that such situation will continue. 
     Upon the cessation of such situation, the invoking party shall give written
     notice of such fact to the other party and shall resume performance of all
     obligations covered hereunder with respect to which compliance has been so
     interrupted.

12.  NONDISCLOSURE.  Except as may otherwise be required by law or legal
     process, the Fountain Account shall not disclose to any third party the
     terms and conditions of this Agreement.

13.  NOTICES.  Any notices given or related to the Agreement shall be in writing
     and hand-delivered or sent by prepaid, certified or express mail, return
     receipt requested, and if to the Fountain Account, to 5151 Shoreham Place,
     San Diego, CA 92122-5940, Attn: Jim Stryker-Chief Financial Officer, and if
     to Dr Pepper, to 5301 Legacy Drive, Plano, Texas 75024, Attn: Senior Vice
     President Fountain Foodservice, National Accounts.

14.  INDEPENDENT CONTRACTORS.  It is understood and agreed by the parties that
     this Agreement does not create a fiduciary relationship between them; each
     party's relationship to the other party is that of an independent
     contractor.  Nothing herein contained shall be construed to place the
     parties in the relationship of partners or joint venturers or to make
     either party the agent of the other and neither party shall have any power
     to obligate or bind the other in any manner whatsoever.

15.  WAIVER.  Failure of either party to require performance of any provision of
     this Agreement shall not affect either party's right to require full
     performance of this Agreement at any time thereafter during the Term hereof
     and the waiver by either party of any provision hereof shall not constitute
     or be deemed a waiver of a similar breach in the future.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on behalf of
the Fountain Account and Dr Pepper as of the day and year first above written.

DR PEPPER/SEVEN UP, INC.                          RUBIO'S RESTAURANTS, INC.

By:       /s/ illegible                           By:      /s/ James W. Stryker
       --------------------------                       ------------------------
Title:    Senior VP                               Title:   Vice Pres.
       --------------------------                       ------------------------


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Source: OneCLE Business Contracts.