Exhibit 10.1

SECOND AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT

STANDSTILL AND EXTENSION AGREEMENT

This Second Amendment to Investors’ Rights Agreement Standstill and Extension Agreement (“Agreement”) is made as of July 29, 2009 (the “Effective Date”), by and between Rubio’s Restaurants, Inc., a Delaware corporation (“Rubio’s” or the “Company”), and Rosewood Capital L.P., a Delaware limited partnership (the “Investor”).

RECITALS

A.           Rubio’s and the Investor are parties to that certain Amended and Restated Investors’ Rights Agreement dated as of  November 19, 1997, as amended on December 31, 1997 and in May 1998 (the “Original Rights Agreement”), wherein Rubio’s granted to the Investor certain registration rights.

B.           On May 7, 2007; Rubio’s and the Investor entered into an Investors’ Rights Agreement Standstill and Extension Agreement, as amended by the Amendment to Investors' Rights Agreement Standstill and Extension Agreement dated September 11, 2008, which provides, among other things, for an extension of the expiration date applicable to the Investor’s registration rights and modified the registration rights originally granted under the Rights Agreement (collectively, the “Original Extension Agreement”).

C.           The Original Extension Agreement superseded the Investors’ Rights Agreement Standstill and Extension Agreement, dated March 12, 2004, and the Investors’ Rights Agreement Standstill and Extension Agreement, dated July 28, 2005.

D.           Given the current state of market conditions, the trad