DATED MARCH 28, 2005 BETWEEN
                      AFC ENTERPRISES, INC. (THE "COMPANY")
                         KENNETH L. KEYMER ("EMPLOYEE")

      WHEREAS, Employee and the Company are parties to an Employment Agreement
dated as of June 14, 2004, (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 two (2) times Employee's Base
      Salary at the time of termination; (b) a payment equal to two (2) 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), and (c) 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 the 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 the 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.

      2. 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.
      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.

                              AFC Enterprises, Inc.

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


                              By:   /s/ Kenneth L. Keymer
                                    Name:  Kenneth L. Keymer
                                    Title: President, Popeyes Chicken & Biscuits

Source: OneCLE Business Contracts.