FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                          DATED MARCH 28, 2005 BETWEEN
                      AFC ENTERPRISES, INC. (THE "COMPANY")
                                       AND
                          HENRY HOPE, III ("EMPLOYEE")

         WHEREAS, Employee and the Company are parties to an Amended and
Restated Employment Agreement dated as of December 29, 2003, (the "Employment
Agreement") governing the terms and conditions of Employee's employment with the
Company; and

         WHEREAS, the Company and Employee desire to amend certain provisions of
the Employment Agreement;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:

         1.       Section 8.03 of the Employment Agreement is hereby deleted in
its entirety and the following new Section 8.03 is inserted in lieu thereof:

                  8.03 Termination by the Company for other than Death or
                  Disability or for Cause. The Company may terminate Employee's
                  employment hereunder without cause at any time, upon written
                  notice. If upon expiration of the term of this Agreement or if
                  Employee's employment is terminated by the Company prior to
                  the expiration of the term of this Agreement without cause or
                  other than (i) by reason of Employee's death or Disability or
                  (ii) for Cause, the Company shall pay or provide to Employee,
                  in lieu of all other amounts payable hereunder or benefits to
                  be provided hereunder, the following:

                  (a) a payment equal to the sum of one (1) times Employee's
                  Base Salary at the time of termination;

                  (b) a payment equal to one (1) times Employee's Target
                  Incentive Pay for the year in which such termination occurs
                  (or, if no Target Incentive Pay has been designated for such
                  year, then the Target Incentive Pay for the last year in which
                  it was designated prior to such termination);

                  (c) if the Employee's employment is terminated pursuant to
                  this Section 8.03 prior to October 31, 2005, an amount equal
                  to the payment described in Section 9.02 of this Agreement;
                  and


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                  (d) the acceleration of any unvested rights of Employee under
                  any stock options or other equity incentive programs such that
                  they shall immediately vest under the terms of such plans.

                  As a condition precedent to the requirement of Company to make
                  such payments or grant such accelerated vesting, Employee
                  shall not be in breach of his obligations under Section 10
                  hereof and Employee shall execute and deliver to Company a
                  general release in favor of the Company in substantially the
                  same form as the general release then contained in the latest
                  Severance Agreement being used by the Company.

                  Any Payments required to be made under this Section 8.03 shall
                  be made to Employee within thirty (30) days after the date of
                  Employee's termination of employment.

         3.       Section 9.02 of the Employment Agreement is deleted in its
entirety and the following new Section 9.02 is inserted in lieu thereof.

                  9.02  Stay Bonus

                  If Employee is employed by the Company on October 31, 2005,
                  then the Company shall pay to Employee in a lump sum payment
                  on October 31, 2005 a stay bonus equal to the sum of the
                  amounts described in (a) and (b) below (it being understood
                  that this bonus will be payable to Employee if his employment
                  is terminated by the Company on October 31, 2005):

                  (a) one (1) times Employee's Base Salary as in effect on
                  October 31, 2005; and

                  (b) a payment equal to Employee's Target Incentive Pay for the
                  fiscal year 2005.

         4.       The Employment Agreement, as amended hereby, is hereby
reaffirmed and restated herein by the undersigned, and said Employment Agreement
is hereby incorporated herein by reference as fully as if set forth in its
entirety in this First Amendment.


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         IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed and Employee has hereunto set his hand this 28th day of March, 2005,
effective as of January 1, 2005.

                              COMPANY:
                              AFC Enterprises, Inc.


                              By:  /s/ Frank J. Belatti
                                   --------------------------------------------
                                   Name: Frank J. Belatti
                                   Title: Chairman & Chief Executive Officer


                              EMPLOYEE:


                              By:  /s/ Henry Hope, III
                                   --------------------------------------------
                                   Name:  Henry Hope, III
                                   Title: Senior Vice President-Finance and
                                          Chief Accounting Officer

Source: OneCLE Business Contracts.