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                                                                    Exhibit 3.3

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          CARROLS HOLDINGS CORPORATION

                                   ----------

                            Under Section 242 of the
                             General Corporation Law

                                   ----------

          Carrols Holdings Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), pursuant to Section 242 of the General Corporation Law of the
State of Delaware, hereby certifies as follows:

     FIRST:  The name of the Corporation is "Carrols Holdings Corporation".

     SECOND: The Certificate of Incorporation of the Corporation originally
filed with the Secretary of State on September 15, 1986, was restated pursuant
to the Restated Certificate of Incorporation filed with the Secretary of State
on December 22, 1986, was amended and restated pursuant to the Certificate of
Amendment to Restated Certificate of Incorporation filed with the Secretary of
State on August 18, 1993, was further amended and restated pursuant to the
Certificate of Amendment to Restated Certificate of Incorporation filed with the
Secretary of State on February 20, 1997 and was further amended pursuant to the
Certificate of Amendment to Restated Certificate of Incorporation filed with the
Secretary of State on November 3, 1999.

     THIRD:  Pursuant to the unanimous written consent of the Board of Directors
of the Corporation, the following resolutions setting forth the proposed
amendment to the Restated Certificate of Incorporation of the Corporation were
duly adopted by the Board of Directors in accordance with the provision of
Section 141(f) of the General Corporation Law of the State of Delaware ("DGCL")
and were duly authorized and adopted by the holders of all of the outstanding
shares of the Corporation entitled to vote thereon in accordance with the
provision of Section 228 of the DGCL.

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     RESOLVED, that the Board of Directors of this Corporation hereby declares
it advisable and recommends to the shareholders that the shares of Common Stock,
par value $0.01 per share of the Corporation be increased and reclassified and
that, to effect such recommendations, the Restated Certificate of Incorporation
of the Corporation be amended by amending the first sentence and Sections A and
B of Article FOURTH of the Restated Certificate of Incorporation to read as
follows:

     FOURTH:  The total number of shares of capital stock which the Corporation
shall have authority to issue is Seven Million One Hundred Thousand (7,100,000)
shares, of which Seven Million (7,000,000) shares shall be shares of common
stock, par value $0.01 per share and One Hundred Thousand (100,000) shares shall
be shares of Preferred Stock, par value $0.01 per share (the "Preferred Stock").

A. General. The Board of Directors, by adoption of this Certificate of Amendment
   -------
to the Restated Certificate of Incorporation may fix, in whole or part, the
preferences, limitations and relative rights, within the limits set forth under
applicable law, of one or more series of Common Stock of the Corporation before
the issuance of any shares of that series.

B. Carrols Stock, Pollo Tropical Stock and Taco Cabana Stock.
   ----------------------------------------------------------

     (1) Designation of Series; Number of Shares of Each Series.  One series of
         ------------------------------------------------------
Common Stock is hereby designated as Carrols Stock ("Carrols Stock"), consisting
of Three Million (3,000,000) shares, par value $0.01 per share, a second series
of Common Stock is hereby designated as Pollo Tropical Stock ("Pollo Tropical
Stock") consisting of Two Million (2,000,000) shares, par value $0.01 per share,
and a third series of Common Stock is hereby designated as Taco Cabana Stock
("Taco Cabana Stock") consisting of Two Million (2,000,000) shares, par value
$0.01 per share. The number of shares of each such series may from time to time
be increased (but not above the total number of authorized shares of the class
of Common Stock) or decreased (but not below the number of shares of such series
then outstanding) by the Board of Directors of the Corporation.

     (2) Dividends.  Subject to any preferences, limitations and relative rights
         ---------
of any outstanding series of Preferred Stock, dividends may be declared and paid
upon the Carrols Stock, the Pollo Tropical Stock and the Taco Cabana Stock, upon
the terms with respect to each such series, and subject to the limitations
provided for below in this paragraph B(2) of this Article, as the Board of
Directors may determine.

          (a)  Dividends on Carrols Stock. Dividends on Carrols Stock may be
               --------------------------
     declared and paid only out of the lesser of (i) the assets
     legally available therefor and (ii) the Carrols Available Dividend Amount.

          (b) Dividends on Pollo Tropical Stock. Dividends on Pollo Tropical
              ---------------------------------

     Stock may be declared and paid only out of the lesser of (i) the assets
     legally available therefor and (ii) the Pollo Tropical Available Dividend
     Amount.

          (c) Dividends on Taco Cabana Stock. Dividends on Taco Cabana Stock may
              ------------------------------

     be declared and paid only out of the lesser of (i) the assets legally
     available therefor and (ii) the Taco Cabana Available Dividend Amount.

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     (d) Allocation of Dividends Between Carrols Stock, Pollo Tropical Stock and
         -----------------------------------------------------------------------
Taco Cabana Stock. The Board of Directors, subject to the provisions of
-----------------
paragraphs B(2)(a), B(2)(b) and B(2)(c) of this Article, may at any time declare
and pay dividends exclusively on Carrols Stock, exclusively on Pollo Tropical
Stock, exclusively on Taco Cabana Stock, on each such series, in equal or
unequal amounts, or on any combination of such series, in equal or unequal
amounts, notwithstanding the relative amounts of the Carrols Available Dividend
Amount, the Pollo Tropical Available Dividend Amount, the Taco Cabana Available
Dividend Amount, the amount of dividends previously declared on each series, the
respective voting or liquidation rights of each series or any other factor.

     (e) Share Distributions. Subject to paragraphs B(2)(a), B(2)(b) and B(2)(c)
         -------------------
of this Article, as the case may be, and except as permitted by paragraphs
B(5)(a) and B(5)(b)(iii)(2) of this Article, the Board of Directors may declare
and pay dividends or distributions of shares of the Common Stock (or Convertible
Securities convertible into or exchangeable or exercisable for shares of the
Common Stock) on shares of the Common Stock or shares of the Preferred Stock
only as follows (and only to the extent that there are a sufficient number of
shares of Common Stock authorized and designated to the applicable series of
Common Stock):

          (i)   dividends or distributions of shares of Carrols Stock (or
     Convertible Securities convertible into or exchangeable or exercisable for
     shares of Carrols Stock) on shares of Carrols Stock; or shares of the
     Preferred Stock attributed to the Carrols Group;

          (ii)  dividends or distributions of shares of Pollo Tropical Stock (or
     Convertible Securities convertible into or exchangeable or exercisable for
     shares of Pollo Tropical Stock) on shares of Pollo Tropical Stock or shares
     of the Preferred Stock attributed to the Pollo Tropical Group;

          (iii) dividends or distributions of shares of Pollo Tropical Stock (or
     Convertible Securities convertible into or exchangeable or exercisable for
     shares of Pollo Tropical Stock) on shares of Carrols Stock or shares of the
     Preferred Stock attributed to the Carrols Group, if any, but only if the
     sum of (1) the number of shares of Pollo Tropical Stock to be so issued (or
     the number of such shares which would be issuable upon conversion, exchange
     or exercise of any Convertible Securities to be so issued) and (2) the
     number of shares of Pollo Tropical Stock which are issuable upon
     conversion, exchange or exercise of any Convertible Securities then
     outstanding that are attributed in accordance with this Article to the
     Carrols Group is less than or equal to the Number of Pollo Tropical Shares
     Issuable with Respect to the Pollo Tropical Inter-Group Interest;

          (iv)  dividends or distributions of shares of Taco Cabana Stock (or
     Convertible Securities convertible into or exchangeable or exercisable for
     shares of Taco Cabana Stock) on shares of Taco Cabana Stock or shares of
     the Preferred Stock attributed to the Taco Cabana Group; and

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               (v)  dividends or distributions of shares of Taco Cabana Stock
          (or Convertible Securities convertible into or exchangeable or
          exercisable for shares of Taco Cabana Stock) on shares of Carrols
          Stock or shares of the Preferred Stock attributed to the Carrols
          Group, if any, but only if the sum of (1) the number of shares of Taco
          Cabana Stock to be so issued (or the number of such shares which would
          be issuable upon conversion, exchange or exercise of any Convertible
          Securities to be so issued) and (2) the number of shares of Taco
          Cabana Stock which are issuable upon conversion, exchange or exercise
          of any Convertible Securities then outstanding that are attributed in
          accordance with this Article to the Carrols Group is less than or
          equal to the Number of Taco Cabana Shares Issuable with Respect to the
          Taco Cabana Inter-Group Interest.

     (3) Voting Rights.
         -------------

          (a) The holders of Carrols Stock shall have the exclusive right to
     vote for the election of directors and on all other matters requiring
     action by the stockholders or submitted to the stockholders for action,
     except as may be determined by the Board of Directors in establishing any
     series of Common or Preferred Stock or as otherwise may be required by law.
     Each share of Carrols Stock shall entitle the holder thereof to one vote.

          (b) No holder of outstanding shares of Pollo Tropical Stock or Taco
     Cabana Stock shall be entitled (i) to vote for the election of directors or
     upon any other matter, including, without limitation, upon any amendment to
     the Company's Certificate of Incorporation to increase or decrease the
     number of authorized shares of any class of the Company's capital stock, or
     (ii) to receive notice of or to participate in any meeting of the
     stockholders of the Corporation, except as may be required by law.

     (4) Liquidation Rights. In the event of the dissolution, liquidation or
         ------------------
winding up of the Corporation, whether voluntary or involuntary, the rights of
the holders of Carrols Stock, Pollo Tropical Stock and Taco Cabana Stock shall
be as follows:

          (a) After the Corporation has satisfied or made provisions for its
     debts and obligations and for the payment to the holders of shares of any
     class or series of capital stock having preferential rights to receive
     distributions of the assets of the Corporation (including any accumulated
     and unpaid dividends), the holders of Carrols Stock, Pollo Tropical Stock
     and Taco Cabana Stock shall be entitled to receive the assets, if any, of
     the Corporation remaining for distribution, on a per share basis in
     proportion to the respective liquidation units for all series of Common
     Stock. The total outstanding Carrols Stock shall have 7.5 liquidation
     units, the total outstanding Pollo Tropical Stock shall have 1 liquidation
     unit and the total outstanding Taco Cabana Stock shall have 1.5 liquidation
     units. Upon the determination by the Corporation of the amount of assets
     the holders of the Carrols Stock, the Pollo Tropical Stock and the Taco
     Cabana Stock, respectively, shall be entitled to receive (determined in
     accordance with the then applicable liquidation units), (A) the amount of
     assets to be distributed to the holders of Pollo Tropical Stock shall be
     reduced and the holders of Pollo Tropical Stock shall be entitled to
     receive, on a pro rata basis, an amount equal to the product of (i) such

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     distributable amount of assets in respect of Pollo Tropical Stock and (ii)
     the Outstanding Pollo Tropical Fraction and (B) the amount of assets to be
     distributed to the holders of Taco Cabana Stock shall be reduced and the
     holders of Taco Cabana Stock shall be entitled to receive, on a pro rata
     basis, an amount equal to the product of (i) such distributable amount of
     assets in respect of Taco Cabana Stock and (ii) the Outstanding Taco Cabana
     Fraction. The liquidation units of the Carrols Stock, the Pollo Tropical
     Stock and the Taco Cabana Stock shall be adjusted by the Board as
     appropriate to reflect equitably any subdivision (by stock split or
     otherwise) or combination (by reverse stock split or otherwise) of such
     class of Common Stock or any dividend or other distribution of shares or
     similar transaction with respect to such class of Common Stock. Whenever a
     change in the liquidation units occurs, the Corporation shall prepare and
     file a statement of such change with the Secretary of the Corporation and
     distribute a notice of such change to all holders of shares of such class
     or series of Common Stock, together with a notice of such stock split,
     reverse split, distribution or other transaction requiring such change.

          (b) For the purposes of this paragraph B(4), any merger or business
     combination involving the Corporation or any sale of all or substantially
     all of the assets of the Corporation shall not be treated as a liquidation,
     dissolution or winding up of the Corporation.

     (5) Redemption or Conversion of the Common Stock. The Carrols Stock is
         --------------------------------------------
subject to redemption and the Pollo Tropical Stock and the Taco Cabana Stock are
each subject to redemption or conversion upon the terms provided below in this
paragraph B(5) of this Article; provided, however, that no series of Common
Stock may be redeemed or converted if all of the other series have been redeemed
or converted, as the case may be, in their entirety or notice thereof shall have
been given as required by this paragraph B(5) of this Article.

          (a) Mandatory and Optional Redemption or Conversion of Common Stock
              ---------------------------------------------------------------
     Other than for Middle Tier Stock.
     --------------------------------

               (i)  In the event of the Disposition, in one transaction or a
          series of related transactions, by the Corporation and/or its
          subsidiaries of all or substantially all of the properties and assets
          attributed to any Group to one or more persons or entities (other than
          (1) the Disposition by the Corporation of all or substantially all of
          its properties and assets in one transaction or a series of related
          transactions in connection with the liquidation, dissolution or
          winding up of the Corporation and the distribution of assets to
          stockholders as referred to in paragraph B(4) of this Article, (2) the
          Disposition of the properties and assets of any Group as contemplated
          by paragraph B(5)(b) of this Article or otherwise to all holders of
          shares of such Group divided among such holders on a pro rata basis in
          accordance with the number of shares of stock issued in respect of
          such Group outstanding and, in the case of a Disposition of the
          properties and assets attributed to either Middle Tier Group, to the
          Corporation or subsidiaries thereof, divided among such holders and
          the Corporation or subsidiaries thereof on a pro rata basis in
          accordance with the number of shares of stock issued in respect of
          such Group outstanding and (A) in the case of the Pollo Tropical
          Group, the

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          Number of Pollo Tropical Shares Issuable with Respect to the Pollo
          Tropical Inter-Group Interest and (B) in the case of the Taco Cabana
          Group, the number of Taco Cabana Shares Issuable with Respect to the
          Taco Cabana Inter-Group Interest, or (3) to any person or entity
          controlled (as determined by the Board of Directors) by the
          Corporation), the Corporation shall, on or prior to the 30th Business
          Day after the date of consummation of such Disposition (the
          "Disposition Date"), pay a dividend on the Common Stock relating to
          such Group or redeem some or all of such Common Stock, all as provided
          by the following paragraph B(5)(a)(i) of this Article and, to the
          extent applicable, by paragraph B(5)(d) of this Article, as the Board
          of Directors shall have selected among such alternatives;

               provided that there are assets legally available therefor:

                         (a) pay to the holders of the shares of the series of
                    the Common Stock relating to the Group subject to such
                    Disposition a dividend, as the Board of Directors shall have
                    declared subject to compliance with paragraph B(2) of this
                    Article, in cash and/or in securities (other than a dividend
                    of the Common Stock) or other property having a Fair Value
                    as of the Disposition Date in the aggregate equal to (I) in
                    the case of a Disposition of the properties and assets
                    attributed to the Carrols Group, the Net Proceeds of such
                    Disposition, (II) in the case of a Disposition of the
                    properties and assets attributed to the Pollo Tropical
                    Group, the product of the Outstanding Pollo Tropical
                    Fraction as of the record date for determining holders
                    entitled to receive such dividend and the Net Proceeds of
                    such Disposition and (III) in the case of a Disposition of
                    the properties and assets attributed to the Taco Cabana
                    Group, the product of the Outstanding Taco Cabana Fraction
                    as of the record date for determining holders entitled to
                    receive such dividend and the Net Proceeds of such
                    Disposition; or

                         (b)(I) subject to the last sentence of this paragraph
                    B(5)(a)(i) of this Article, if such Disposition involves all
                    (not merely substantially all) of the properties and assets
                    attributed to such Group, redeem as of the Redemption Date
                    provided by paragraph B(5)(d)(iii), all outstanding shares
                    of the Common Stock relating to the Group subject to such
                    Disposition in exchange for cash and/or for securities
                    (other than the Common Stock) or other property having a
                    Fair Value as of the Disposition Date in the aggregate equal
                    to (A) in the case of a Disposition of the properties and
                    assets attributed to the Carrols Group, the Net Proceeds of
                    such Disposition, (B) in the case of a Disposition of the
                    properties and assets attributed to the Pollo Tropical
                    Group, the product of the Outstanding Pollo Tropical
                    Fraction as of such Redemption Date and the Net Proceeds of
                    such Disposition and (C) in the case of a Disposition of the
                    properties and assets attributed to the Taco

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                    Cabana Group, the product of the Outstanding Taco Cabana
                    Fraction as of such Redemption Date and the Net Proceeds of
                    such Disposition; or

                         (II) subject to the last sentence of this paragraph
                    B(5)(a)(i) of this Article, if such Disposition involves
                    substantially all (but not all) of the properties and assets
                    attributed to such Group, redeem as of the Redemption Date
                    provided by paragraph B(5)(d)(iv) of this Article such
                    number of whole shares of the series of the Common Stock
                    relating to the Group subject to such Disposition (which may
                    be all of, but not more than, such shares outstanding) as
                    have (A) in the case of a Disposition of the properties and
                    assets attributed to the Carrols Group, the Fair Value as of
                    the Disposition Date of the Net Proceeds of such
                    Disposition, in consideration for cash and/or securities
                    (other than the Common Stock) or other property having a
                    Fair Value in the aggregate equal to such Net Proceeds of
                    such Disposition, (B) in the case of a Disposition of the
                    properties and assets attributed to the Pollo Tropical
                    Group, the product of the Outstanding Pollo Tropical
                    Fraction as of the date such shares are selected for
                    redemption and the Fair Value as of the Disposition Date of
                    the Net Proceeds of such Disposition in consideration for
                    cash and/or securities (other than the Common Stock) or
                    other property having a Fair Value in the aggregate equal to
                    such product or (C) in the case of a Disposition of the
                    properties and assets attributed to the Taco Cabana Group,
                    the product of the Outstanding Taco Cabana Fraction as of
                    the date such shares are selected for redemption and the
                    Fair Value as of the Disposition Date of the Net Proceeds of
                    such Disposition in consideration for cash and/or securities
                    (other than the Common Stock) or other property having a
                    Fair Value in the aggregate equal to such product.

          Notwithstanding the foregoing provisions of this paragraph B(5)(a)(i)
     of this Article, the Corporation shall redeem shares of a series of the
     Common Stock as provided by paragraphs B(5)(a)(i)(b)(I) or (II) of this
     Article only if the amount to be paid in redemption of such stock is less
     than or equal to either the Carrols Available Dividend Amount, the Pollo
     Tropical Available Dividend Amount or the Taco Cabana Available Dividend
     Amount, as the case may be, with respect to the Group subject to such
     Disposition as of the Redemption Date.

               (ii) For purposes of this paragraph B(5)(a) of this Article:

                    (1) as of any date, "substantially all of the properties and
               assets" attributed to any Group shall mean a portion of such
               properties and assets (x) that represents at least 80% of the
               Fair Value of the properties and assets attributed to such Group
               as of such date or (y) from which were derived at least 80% of
               the aggregate revenues for the immediately

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                    preceding twelve fiscal quarterly periods of the Corporation
                    (calculated on a pro forma basis to include revenues derived
                    from any of such properties and assets acquired during such
                    period) derived from the properties and assets of such Group
                    as of such date;

                         (2) in the case of a Disposition of the properties and
                    assets attributed to any Group in a series of related
                    transactions, such Disposition shall not be deemed to have
                    been consummated until the consummation of the last of such
                    transactions; and

                         (3) the Board of Directors may pay any dividend or
                    redemption price referred to in paragraph B(5)(a)(i) of this
                    Article in cash, securities (other than the Common Stock) or
                    other property, regardless of the form or nature of the
                    proceeds of the Disposition.

                    (iii) At any time prior to the closing of a firm commitment
               initial public offering relating to the Carrols Stock (the
               "IPO"), the Board of Directors may declare that each outstanding
               share of Middle Tier Stock or Convertible Security convertible
               into or exchangeable for Middle Tier Stock shall be converted, as
               of the Conversion Date provided by paragraph B(5)(d)(v) of this
               Article, into the number of fully paid and nonassessable shares
               of Carrols Stock equal the Fair Value Ratio of the shares of each
               such series of Middle Tier Stock to a share of Carrols Stock.

                    (iv) If the Corporation shall determine to combine the
               businesses relating to the Pollo Tropical Group and the Taco
               Cabana Group through a sale, transfer, assignment or other
               disposition (whether by merger, consolidation, sale or
               contribution of assets or stock or otherwise) of properties or
               assets (including stock, other securities and goodwill) where the
               Pollo Tropical Group would be the surviving Group, then each
               outstanding share of Taco Cabana Stock or Convertible Security
               convertible into or exchangeable for Taco Cabana stock shall be
               converted, as of the Conversion Date provided by paragraph
               B(5)(d)(v) of this Article, into the number of fully paid and
               nonassessable shares of Pollo Tropical Stock equal to the Fair
               Value Ratio of a share of Taco Cabana Stock to a share of Pollo
               Tropical Stock.

                    (v) If the Corporation shall determine to combine the
               businesses relating to the Taco Cabana Group and the Pollo
               Tropical Group through a sale, transfer, assignment or other
               disposition (whether by merger, consolidation, sale or
               contribution of assets or stock or otherwise) of properties or
               assets (including stock, other securities and goodwill) where the
               Taco Cabana Group would be the surviving Group, then each
               outstanding share of Pollo Tropical Stock or Convertible Security
               convertible into or exchangeable for Pollo Tropical stock shall
               be converted, as of the Conversion Date provided by paragraph
               B(5)(d)(v) of this Article, into the number of fully paid and
               nonassessable shares of Taco Cabana Stock equal to the Fair Value
               Ratio of a share of Pollo Tropical Stock to a share of Taco
               Cabana Stock.

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                    (b)   Redemption of Common Stock for Stock of Subsidiary.
                          --------------------------------------------------

                    (i)   At any time on or after the date on which the
               Corporation has transferred all of the assets and liabilities
               attributed to the Pollo Tropical Group (and no other assets or
               liabilities of the Corporation or any subsidiary thereof) to one
               or more wholly-owned subsidiaries of the Corporation (each, a
               "Pollo Tropical Group Subsidiary"), the Board of Directors may,
               provided that there are assets legally available therefor, redeem
               all of the outstanding shares of Pollo Tropical Stock, on a
               Redemption Date of which notice is delivered in accordance with
               paragraph B(5)(d)(vi) of this Article, in exchange for the number
               of shares of common stock of each Pollo Tropical Group Subsidiary
               equal to the product of the Outstanding Pollo Tropical Fraction
               and the number of shares of common stock of such Pollo Tropical
               Group Subsidiary to be outstanding immediately following such
               exchange of shares, such Pollo Tropical Group Subsidiary shares
               to be delivered to the holders of shares of Pollo Tropical Stock
               on the Redemption Date either directly or indirectly through
               another Pollo Tropical Group Subsidiary (as a wholly-owned
               subsidiary thereof) and to be divided among the holders of Pollo
               Tropical Stock pro rata in accordance with the number of shares
               of Pollo Tropical Stock held by each on such Redemption Date,
               each of which shares of common stock of such Pollo Tropical Group
               Subsidiary shall be, upon such delivery, fully paid and
               nonassessable.

                    (ii)  At any time on or after the date on which the
               Corporation has transferred all of the assets and liabilities
               attributed to the Taco Cabana Group (and no other assets or
               liabilities of the Corporation or any subsidiary thereof) to one
               or more wholly-owned subsidiaries of the Corporation (each, a
               "Taco Cabana Group Subsidiary"), the Board of Directors may,
               provided that there are assets legally available therefor, redeem
               all of the outstanding shares of Taco Cabana Stock, on a
               Redemption Date of which notice is delivered in accordance with
               paragraph B(5)(d)(vi) of this Article, in exchange for the number
               of shares of common stock of each Taco Cabana Group Subsidiary
               equal to the product of the Outstanding Taco Cabana Fraction and
               the number of shares of common stock of such Taco Cabana Group
               Subsidiary to be outstanding immediately following such exchange
               of shares, such Taco Cabana Group Subsidiary shares to be
               delivered to the holders of shares of Taco Cabana Stock on the
               Redemption Date either directly or indirectly through another
               Taco Cabana Group Subsidiary (as a wholly-owned subsidiary
               thereof) and to be divided among the holders of Taco Cabana Stock
               pro rata in accordance with the number of shares of Taco Cabana
               Stock held by each on such Redemption Date, each of which shares
               of common stock of such Taco Cabana Group Subsidiary shall be,
               upon such delivery, fully paid and nonassessable.

                    (iii) At any time on or after the date on which the
               Corporation has transferred all of the assets and liabilities
               attributed to the Carrols Group (and no other assets or
               liabilities of the Corporation or any subsidiary thereof) to one
               or more wholly-owned subsidiaries of the Corporation (each, a
               "Carrols Group

                                       9

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               Subsidiary"), the Board of Directors may, provided that there are
               assets legally available therefor;

                          (1)  if both the Number of Pollo Tropical Shares
                    Issuable with Respect to the Pollo Tropical Inter-Group
                    Interest and the number of Taco Cabana Shares Issuable with
                    Respect to the Taco Cabana Inter-Group Interest is zero,
                    redeem all of the outstanding shares of Carrols Stock, on a
                    Redemption Date of which notice is delivered in accordance
                    with paragraph B(5)(d)(vi) of this Article, in exchange for
                    all of the shares of common stock of each Carrols Group
                    Subsidiary as will be outstanding immediately following such
                    exchange of shares, such shares of common stock of each
                    Carrols Group Subsidiary to be delivered to the holders of
                    shares of Carrols Stock on the Redemption Date either
                    directly or indirectly through another Carrols Group
                    Subsidiary (as a wholly-owned subsidiary thereof) and to be
                    divided among the holders of Carrols Stock pro rata in
                    accordance with the number of shares of Carrols Stock held
                    by each on such Redemption Date, each of which shares of
                    common stock of such Carrols Group Subsidiary shall be, upon
                    such delivery, fully paid and nonassessable; or

                          (2)  if either the Number of Pollo Tropical Shares
                    Issuable with Respect to the Pollo Tropical Inter-Group
                    Interest or the Number of Taco Cabana Shares Issuable with
                    Respect to the Taco Cabana Inter-Group Interest, is greater
                    than zero, either (x) redeem all of the outstanding shares
                    of Carrols Stock, on such a Redemption Date, in exchange for
                    (1) all of the shares of common stock of each Carrols Group
                    Subsidiary as will be outstanding immediately following such
                    exchange of shares and (2) (A) if the Number of Pollo
                    Tropical Shares Issuable with Respect to the Pollo Tropical
                    Inter-Group Interest is greater than zero and there are a
                    sufficient number of shares of Common Stock authorized and
                    designated as Pollo Tropical Stock, a number of shares of
                    Pollo Tropical Stock equal to the Number of Pollo Tropical
                    Shares Issuable with Respect to the Pollo Tropical
                    Inter-Group Interest and/or (B) if the Number of Taco Cabana
                    Shares Issuable with Respect to the Taco Cabana Inter-Group
                    Interest is greater than zero and there are a sufficient
                    number of shares of Common Stock authorized and designated
                    as Taco Cabana Stock, a number of shares of Taco Cabana
                    Stock equal to the Number of Taco Cabana Shares Issuable
                    with Respect to the Taco Cabana Inter-Group Interest, such
                    shares of common stock of each Carrols Group Subsidiary to
                    be delivered to the holders of shares of Carrols Stock on
                    the Redemption Date either directly or indirectly through
                    another Carrols Group Subsidiary (as a wholly-owned
                    subsidiary thereof) and the shares of common stock of each
                    Carrols Group Subsidiary and the shares of Pollo Tropical
                    Stock and Taco Cabana Stock, as applicable, to be divided
                    among the holders of Carrols Stock pro rata in accordance
                    with the number of shares of Carrols Stock held by each on
                    such Redemption Date, each of which shares of common stock
                    of each Carrols Group Subsidiary and shares of Pollo
                    Tropical Stock

                                       10

<PAGE>

                    and Taco Cabana Stock, as applicable, shall be, upon such
                    delivery, fully paid and nonassessable; or (y) (1) redeem
                    all of the outstanding shares of Carrols Stock as
                    contemplated by clause (x) (1) above and (2) issue to one or
                    more of the Carrols Group Subsidiaries, as applicable, (A) a
                    number of shares of Pollo Tropical Stock equal to the Number
                    of Pollo Tropical Shares Issuable with Respect to the Pollo
                    Tropical Inter-Group Interest (provided there are a
                    sufficient number of shares of Common Stock authorized and
                    designated as Pollo Tropical Stock) and/or (B) a number of
                    shares of Taco Cabana Stock equal to the Number of Taco
                    Cabana Shares Issuable with Respect to the Taco Cabana
                    Inter-Group Interest (provided there are a sufficient number
                    of shares of Common Stock authorized and designated as Taco
                    Cabana Stock).

                    (iv)   At any time on or after the date on which the
               Corporation has transferred all of the assets and liabilities
               attributed to both Middle Tier Groups (and no other assets or
               liabilities of the Corporation or any subsidiary thereof) to one
               or more wholly-owned subsidiaries of the Corporation (each, a
               "Middle Tier Combination Subsidiary"), the Board of Directors
               may, provided that there are assets legally available therefor,
               redeem all of the outstanding shares of Taco Cabana Stock and
               Pollo Tropical Stock, on a Redemption Date of which notice is
               delivered in accordance with paragraph B(5)(d)(vi) of this
               Article, in exchange for the number of shares of common stock of
               each Middle Tier Combination Subsidiary equal to :

                    (1)    in the case of shares of Taco Cabana Stock, the
               product of,

                               (A)  (x) the number of shares of such Middle Tier
                                    Combination Subsidiary to be outstanding
                                    immediately following such transaction
                                    multiplied by (y) the ratio of the Fair
                                    Value of the Taco Cabana Group immediately
                                    prior to such transaction to the combined
                                    Fair Value of both Middle Tier Groups
                                    immediately prior to such transaction; and

                               (B)  the Outstanding Taco Cabana Fraction as of
                                    such date;

                               and

                    (2)    in the case of shares of Pollo Tropical Stock, the
                    product of,

                               (A)  (x) the number of shares of such Middle Tier
                                    Combination Subsidiary to be outstanding
                                    immediately following such transaction
                                    multiplied by (y) the ratio of the Fair
                                    Value of the Pollo Tropical Group
                                    immediately prior to such transaction to the
                                    combined Fair Value of both Middle Tier
                                    Groups immediately prior to such
                                    transaction; and

                               (B)  the Outstanding Pollo Tropical Fraction as
                                    of such date;

                                       11

<PAGE>

               such Middle Tier Combination Subsidiary shares to be delivered to
               the holders of shares of Taco Cabana Stock and Pollo Tropical
               Stock on the Redemption Date either directly or indirectly
               through another Middle Tier Combination Subsidiary (as a
               wholly-owned subsidiary thereof) and to be divided among the
               holders of each such Middle Tier Stock pro rata in accordance
               with the number of shares of Taco Cabana Stock or Pollo Tropical
               Stock, as the case may be, held by each on such Redemption Date,
               each of which shares of common stock of such Middle Tier
               Combination Subsidiary shall be, upon such delivery, fully paid
               and nonassessable.

          (c)  Treatment of Convertible Securities. After any Conversion Date or
               -----------------------------------
     Redemption Date on which all outstanding shares of any series of the Common
     Stock are converted or redeemed, any share of such series of the Common
     Stock that is to be issued on conversion, exchange or exercise of any
     Convertible Securities shall, immediately upon such conversion, exchange or
     exercise and without any notice from or to, or any other action on the part
     of, the Corporation or its Board of Directors or the holder of such
     Convertible Security be converted into the amount of cash and/or the number
     of shares of the kind of capital stock and/or other securities or property
     of the Corporation that the number of shares of such series of the Common
     Stock that were to be issued upon such conversion, exchange or exercise
     would have received had such shares been outstanding on such Conversion
     Date or Redemption Date. The provisions of the immediately preceding
     sentence shall not apply to the extent that other adjustments in respect of
     such conversion, exchange or redemption of a series of the Common Stock are
     otherwise made pursuant to the provisions of such Convertible Securities.

          (d)  Notice and Other Provisions.
               ---------------------------

                   (i)    Not later than the 30/th/ Business Day following the
          consummation of a Disposition referred to in paragraph B(5)(a)(i) of
          this Article, the Corporation shall notify the holders of Common Stock
          with respect to (1) the Net Proceeds of such Disposition, (2) the
          number of shares outstanding of the series of the Common Stock
          relating to the Group subject to such Disposition, (3) the number of
          shares of such series of Common Stock into or for which Convertible
          Securities are then convertible, exchangeable or exercisable and the
          conversion, exchange or exercise price thereof and (4) in the case of
          a Disposition of the properties and assets attributable to the Pollo
          Tropical Group or to the Taco Cabana Group, the Outstanding Pollo
          Tropical Fraction or the Outstanding Taco Cabana Fraction, as the case
          may be, on the date of such notice.

                   (ii)   If the Corporation determines to pay a dividend
          pursuant to paragraph B(5)(a)(i)(a) of this Article, the Corporation
          shall, not later than the 30th Business Day following the consummation
          of the Disposition referred to in such paragraph, cause notice to be
          given to each holder of shares of the series of the Common Stock
          relating to the Group subject to such Disposition and to each holder
          of Convertible Securities that are convertible into or exchangeable or
          exercisable for shares of such series of Common Stock (unless
          alternate provision for such notice to the holders of such Convertible
          Securities is made pursuant to

                                       12

<PAGE>

          the terms of such Convertible Securities), setting forth (1) the
          record date for determining holders entitled to receive such dividend,
          which shall be not earlier than the 40th Business Day and not later
          than the 50th Business Day following the consummation of such
          Disposition, (2) the anticipated payment date of such dividend (which
          shall not be more than 85 Business Days following the consummation of
          such Disposition), (3) the type of property to be paid as such
          dividend in respect of the outstanding shares of such series of Common
          Stock, (4) the Net Proceeds of such Disposition, (5) in the case of a
          Disposition of the properties and assets attributable to the Pollo
          Tropical Group or the Taco Cabana Group, as the case may be, the
          Outstanding Pollo Tropical Fraction or the Outstanding Taco Cabana
          Fraction, as the case may be, on the date of such notice, (6) the
          number of outstanding shares of such series of Common Stock and the
          number of shares of such series of Common Stock into or for which
          outstanding Convertible Securities are then convertible, exchangeable
          or exercisable and the conversion, exchange or exercise price thereof
          and (7) in the case of notice to be given to holders of Convertible
          Securities, a statement to the effect that a holder of such
          Convertible Securities shall be entitled to receive such dividend only
          if such holder properly converts, exchanges or exercises such
          Convertible Securities on or prior to the record date referred to in
          clause (1) of this sentence. Such notice shall be sent by first-class
          mail, postage prepaid, to each such holder at such holder's address as
          the same appears on the transfer books of the Corporation.

               (iii) If the Corporation determines to undertake a redemption
          pursuant to paragraph B(5)(a)(i)(b)(I) of this Article, the
          Corporation shall, not less than 35 Business Days and not more than 45
          Business Days prior to the Redemption Date, cause notice to be given
          to each holder of shares of the series of the Common Stock relating to
          the Group subject to the Disposition referred to in such paragraph and
          to each holder of Convertible Securities convertible into or
          exchangeable or exercisable for shares of such series of Common Stock
          (unless alternate provision for such notice to the holders of such
          Convertible Securities is made pursuant to the terms of such
          Convertible Securities), setting forth (1) a statement that all shares
          of such series of Common Stock outstanding on the Redemption Date
          shall be redeemed, (2) the Redemption Date (which shall not be more
          than 85 Business Days following the consummation of such Disposition),
          (3) the type of property in which the redemption price for the shares
          of such series of Common Stock to be redeemed is to be paid, (4) the
          Net Proceeds of such Disposition, (5) in the case of a Disposition of
          the properties and assets attributed to the Pollo Tropical Group or
          the Taco Cabana Group, the Outstanding Pollo Tropical Fraction or the
          Outstanding Taco Cabana Fraction, as the case may be, on the date of
          such notice, (6) the place or places where certificates for shares of
          such series of Common Stock, properly endorsed or assigned for
          transfer (unless the Corporation waives such requirement), are to be
          surrendered for delivery of cash and/or securities or other property,
          (7) the number of outstanding shares of such series of Common Stock
          and the number of shares of such series of the Common Stock into or
          for which such outstanding Convertible Securities are then
          convertible, exchangeable or exercisable and the conversion, exchange
          or exercise

                                       13

<PAGE>

          price thereof, (8) in the case of notice to be given to holders of
          Convertible Securities, a statement to the effect that a holder of
          such Convertible Securities shall be entitled to participate in such
          redemption only if such holder properly converts, exchanges or
          exercises such Convertible Securities on or prior to the Redemption
          Date referred to in clause (2) of this sentence and a statement as to
          what, if anything, such holder will be entitled to receive pursuant to
          the terms of such Convertible Securities or, if applicable, this
          paragraph B(5) of this Article if such holder thereafter converts,
          exchanges or exercises such Convertible Securities and (9) a statement
          to the effect that, except as otherwise provided by paragraph
          B(5)(d)(ix) of this Article, dividends on such shares of the Common
          Stock shall cease to be paid as of such Redemption Date. Such notice
          shall be sent by first-class mail, postage prepaid, to each such
          holder at such holder's address as the same appears on the transfer
          books of the Corporation.

              (iv)   If the Corporation determines to undertake a redemption
          pursuant to paragraph B(5)(a)(i)(b)(II) of this Article, the
          Corporation shall, not later than the 30th Business Day following the
          consummation of the Disposition referred to in such paragraph, cause
          notice to be given to each holder of shares of the series of the
          Common Stock relating to the Group subject to such Disposition and to
          each holder of Convertible Securities that are convertible into or
          exchangeable or exercisable for shares of such series of Common Stock
          (unless alternate provision for such notice to the holders of such
          Convertible Securities is made pursuant to the terms of such
          Convertible Securities) setting forth (1) a date not earlier than the
          40th Business Day and not later than the 50th Business Day following
          the consummation of the Disposition in respect of which such
          redemption is to be made on and which shares of such series of the
          Common Stock shall be selected for redemption, (2) the anticipated
          Redemption Date (which shall not be more than 85 Business Days
          following the consummation of such Disposition), (3) the type of
          property in which the redemption price for the shares to be redeemed
          is to be paid, (4) the Net Proceeds of such Disposition, (5) in the
          case of a Disposition of the properties and assets attributed to the
          Pollo Tropical Group or to the Taco Cabana Group, the Outstanding
          Pollo Tropical Fraction or the Outstanding Taco Cabana Fraction, as
          the case may be, (6) the number of shares of such series of Common
          Stock outstanding and the number of shares of such series of Common
          Stock into or for which outstanding Convertible Securities are then
          convertible, exchangeable or exercisable and the conversion, exchange
          or exercise price thereof, (7) in the case of notice to be given to
          holders of Convertible Securities, a statement to the effect that a
          holder of such Convertible Securities shall be eligible to participate
          in such selection for redemption only if such holder properly
          converts, exchanges or exercises such Convertible Securities on or
          prior to the record date referred to in clause (1) of this sentence,
          and a statement as to what, if anything, such holder will be entitled
          to receive pursuant to the terms of such Convertible Securities or, if
          applicable, this paragraph B(5) of this Article if such holder
          thereafter converts, exchanges or exercises such Convertible
          Securities and (8) a statement that the Corporation will not be
          required to register a transfer of any shares of such series of the
          Common Stock for a period of 15 Business Days next preceding the date
          referred to in clause (1) of this sentence.

                                       14

<PAGE>

          Promptly following the date referred to in clause (1) of the preceding
          sentence, but not earlier than 40 Business Days nor later than 50
          Business Days following the consummation of such Disposition, the
          Corporation shall cause a notice to be given to each holder of record
          of shares of such series of Common Stock to be redeemed setting forth
          (1) the number of shares of such series of Common Stock held by such
          holder to be redeemed, (2) a statement that such shares of such series
          of Common Stock shall be redeemed, (3) the Redemption Date, (4) the
          kind and per share amount of cash and/or securities or other property
          to be received by such holder with respect to each share of such
          series of Common Stock to be redeemed, including details as to the
          calculation thereof, (5) the place or places where certificates for
          shares of such series of Common Stock, properly endorsed or assigned
          for transfer (unless the Corporation shall waive such requirement),
          are to be surrendered for delivery of such cash and/or securities or
          other property, (6) if applicable, a statement to the effect that the
          shares being redeemed may no longer be transferred on the transfer
          books of the Corporation after the Redemption Date and (7) a statement
          to the effect that, subject to paragraph B(5)(d)(ix) of this Article,
          dividends on such shares of such series of Common Stock shall cease to
          be paid as of the Redemption Date. Such notices shall be sent by
          first-class mail, postage prepaid, to each such holder at such
          holder's address as the same appears on the transfer books of the
          Corporation.

                (v)   If the Corporation determines to convert Middle Tier Stock
          into Carrols Stock (or another class or series of common stock of the
          Corporation) pursuant to paragraph B(5)(a)(iii) of this Article or to
          convert one series of Middle Tier Stock into another series of Middle
          Tier Stock pursuant to paragraph B(5)(a)(iv) or (v) or this Article,
          the Corporation shall, not less than 35 Business Days prior to the
          Conversion Date, cause notice to be given to each holder of shares of
          the series of Middle Tier Stock to be so converted and to each holder
          of Convertible Securities that are convertible into or exchangeable or
          exercisable for shares of such series of Middle Tier Stock (unless
          alternate provision for such notice to the holders of such Convertible
          Securities is made pursuant to the terms of such Convertible
          Securities) setting forth (1) a statement that all outstanding shares
          of such series of Middle Tier Stock shall be converted, (2) the
          anticipated Conversion Date, (3) the per share number of shares of
          Carrols Stock or another class or series of common stock of the
          Corporation, as the case may be, to be received with respect to each
          share of such series of Middle Tier Stock, including details as to the
          calculation thereof, (4) the place or places where certificates for
          shares of such series of Middle Tier Stock, properly endorsed or
          assigned for transfer (unless the Corporation shall waive such
          requirement), are to be surrendered for delivery of certificates for
          shares of such series of Middle Tier Stock, (5) the number of
          outstanding shares of such series of Middle Tier Stock and the number
          of shares of such series of Middle Tier Stock into or for which
          outstanding Convertible Securities are then convertible, exchangeable
          or exercisable and the conversion, exchange or exercise price thereof,
          (6) a statement to the effect that, subject to paragraph B(5)(d)(ix)
          of this Article, dividends on such series of Middle Tier Stock shall
          cease to be paid as of such Conversion Date and (7) in the case of
          notice to holders of such Convertible Securities, a

                                       15

<PAGE>

          statement to the effect that a holder of such Convertible Securities
          shall be entitled to receive shares of such series of Middle Tier
          Stock upon such conversion only if such holder properly converts,
          exchanges or exercises such Convertible Securities on or prior to such
          Conversion Date and a statement as to what, if anything, such holder
          will be entitled to receive pursuant to the terms of such Convertible
          Securities or, if applicable, this paragraph B(5) of this Article if
          such holder thereafter converts, exchanges or exercises such
          Convertible Securities. Such notice shall be sent by first-class mail,
          postage prepaid, to each such holder at such holder's address as the
          same appears on the transfer books of the Corporation.

                (vi)   If the Corporation determines to redeem shares of any
          series of the Common Stock pursuant to paragraph B(5)(b) of this
          Article, the Corporation shall cause notice to be given to each holder
          of shares of such series of the Common Stock to be redeemed and to
          each holder of Convertible Securities that are convertible into or
          exchangeable or exercisable for shares of such series of the Common
          Stock (unless alternate provision for such notice to the holders of
          such Convertible Securities is made pursuant to the terms of such
          Convertible Securities), setting forth (1) a statement that all shares
          of such series of the Common Stock outstanding on the Redemption Date
          shall be redeemed in exchange for shares of common stock of each
          Carrols Group Subsidiary (and, if such redemption is pursuant to
          paragraph B(5)(b)(iii)(2)(x) of this Article, Pollo Tropical Stock or
          Taco Cabana Stock, as the case may be) or common stock of each Pollo
          Tropical Group Subsidiary and/or each Taco Cabana Group Subsidiary, as
          the case may be, or common stock of each Middle Tier Combination
          Subsidiary, as the case may be, (2) the Redemption Date, (3) in the
          case of a redemption of the Pollo Tropical Stock, the Outstanding
          Pollo Tropical Fraction on the date of such notice and in the case of
          a redemption of the Taco Cabana Stock, the Outstanding Taco Cabana
          Fraction on the date of such notice, (4) the place or places where
          certificates for shares of the series of the Common Stock to be
          redeemed, properly endorsed or assigned for transfer (unless the
          Corporation shall waive such requirement), are to be surrendered for
          delivery of certificates for shares of the common stock of each
          Carrols Group Subsidiary (and, if such redemption is pursuant to
          paragraph B(5)(b)(iii)(2)(x) of this Article, Pollo Tropical Stock or
          Taco Cabana Stock, as applicable) or common stock of each Pollo
          Tropical Group Subsidiary and/or each Taco Cabana Group Subsidiary, as
          the case may be, or common stock of each Middle Tier Combination
          Subsidiary, as the case may be, (5) a statement to the effect that,
          subject to paragraph B(5)(d)(ix) of this Article, dividends on such
          shares of the Common Stock shall cease to be paid as of such
          Redemption Date, (6) the number of shares of such series of the Common
          Stock outstanding and the number of shares of such series of Common
          Stock into or for which outstanding Convertible Securities are then
          convertible, exchangeable or exercisable and the conversion, exchange
          or exercise price thereof and (7) in the case of notice to holders of
          Convertible Securities, a statement to the effect that a holder of
          Convertible Securities shall be entitled to receive shares of common
          stock of each Carrols Group Subsidiary (and, if such redemption is
          pursuant to paragraph

                                       16

<PAGE>

          B(5)(b)(iii)(2)(x) of this Article, Pollo Tropical Stock and/or Taco
          Cabana Stock, as applicable) or common stock of each Pollo Tropical
          Group Subsidiary and/or each Taco Cabana Group Subsidiary, as the case
          may be, in any case upon redemption only if such holder properly
          converts, exchanges or exercises such Convertible Securities on or
          prior to the Redemption Date and a statement as to what, if anything,
          such holder will be entitled to receive pursuant to the terms of such
          Convertible Securities or, if applicable, this paragraph B(5) of this
          Article, if such holder thereafter converts, exchanges or exercises
          such Convertible Securities. Such notice shall be sent by first-class
          mail, postage prepaid, not less than 30 Business Days nor more than 45
          Business Days prior to the Redemption Date to each such holder at such
          holder's address as the same appears on the transfer books of the
          Corporation.

               (vii)  If less than all of the outstanding shares of the Common
          Stock of a series are to be redeemed pursuant to paragraph B(5)(a)(i)
          of this Article, the shares to be redeemed by the Corporation shall be
          selected from among the holders of shares of such series of the Common
          Stock outstanding at the close of business on the record date for such
          redemption on a pro rata basis among all such holders or by lot or by
          such other method as may be determined by the Board of Directors of
          the Corporation to be equitable.

               (viii) The Corporation shall not be required to issue or deliver
          fractional shares of any capital stock or of any other securities to
          any holder of either series of the Common Stock upon any conversion,
          redemption, dividend or other distribution pursuant to this paragraph
          B(5) of this Article. If more than one share of either series of the
          Common Stock shall be held at the same time by the same holder, the
          Corporation may aggregate the number of shares of any capital stock
          that shall be issuable or any other securities or property that shall
          be distributable to such holder upon any conversion, redemption,
          dividend or other distribution (including any fractional shares). If
          there are fractional shares of any capital stock or of any other
          securities remaining to be issued or distributed to the holders of
          either series of the Common Stock, the Corporation shall, if such
          fractional shares are not issued or distributed to the holder, pay
          cash in respect of such fractional shares in an amount equal to the
          Fair Value thereof on the fifth Business Day prior to the date such
          payment is to be made (without interest).

               (ix)   No adjustments in respect of dividends shall be made upon
          the conversion or redemption of any shares of any series of the Common
          Stock; provided, however, that if the Conversion Date or Redemption
          Date, as the case may be, with respect to any shares of any series of
          the Common Stock shall be subsequent to the record date for the
          payment of a dividend or other distribution thereon or with respect
          thereto, the holders of such series of the Common Stock at the close
          of business on such record date shall be entitled to receive the
          dividend or other distribution payable on or with respect to such
          shares on the date set for payment of such dividend or other
          distribution, in each case without interest, notwithstanding the
          subsequent conversion or redemption of such shares.

                                       17

<PAGE>

                (x)   Before any holder of any series of the Common Stock shall
          be entitled to receive any cash payment and/or certificates or
          instruments representing shares of any capital stock and/or other
          securities or property to be distributed to such holder with respect
          to such series of the Common Stock pursuant to this paragraph B(5) of
          this Article, such holder shall surrender at such place as the
          Corporation shall specify certificates for such shares of the Common
          Stock, properly endorsed or assigned for transfer (unless the
          Corporation shall waive such requirement). The Corporation shall, as
          soon as practicable after receipt of certificates representing such
          shares of the Common Stock deliver to the person for whose account
          such shares of the Common Stock were so surrendered, or to such
          person's nominee or nominees, the cash and/or the certificates or
          instruments representing the number of whole shares of the kind of
          capital stock and/or other securities or property to which such person
          shall be entitled as aforesaid, together with any payment in respect
          of fractional shares contemplated by paragraph B(5)(d)(viii) of this
          Article, in each case without interest. If less than all of the shares
          of any series of the Common Stock represented by any one certificate
          are to be redeemed, the Corporation shall issue and deliver a new
          certificate for the shares of such series of Common Stock not
          redeemed.

                (xi)  From and after any applicable Conversion Date or
          Redemption Date, as the case may be, all rights of a holder of shares
          of the series of the Common Stock that were converted or redeemed
          shall cease except for the right, upon surrender of the certificates
          representing such shares of the Common Stock as required by paragraph
          B(5)(d)(x) of this Article, to receive the cash and/or the
          certificates or instruments representing shares of the kind and amount
          of capital stock and/or other securities or property for which such
          shares were converted or redeemed, together with any payment in
          respect of fractional shares contemplated by paragraph B(5)(d)(viii)
          of this Article and rights to dividends as provided in paragraph
          B(5)(d)(ix) of this Article, in each case without interest. No holder
          of a certificate that immediately prior to the applicable Conversion
          Date represented shares of a series of the Common Stock shall be
          entitled to receive any dividend or other distribution or interest
          payment with respect to shares of any kind of capital stock or other
          security or instrument for which such series of the Common Stock was
          converted until the surrender as required by this paragraph B(5) of
          this Article of such certificate in exchange for a certificate or
          certificates or instrument or instruments representing such capital
          stock or other security. Subject to applicable escheat and similar
          laws, upon such surrender, there shall be paid to the holder the
          amount of any dividends or other distributions (without interest)
          which theretofore became payable on any class or series of capital
          stock of the Corporation as of a record date after the Conversion
          Date, but that were not paid by reason of the foregoing, with respect
          to the number of whole shares of the kind of capital stock represented
          by the certificate or certificates issued upon such surrender. From
          and after a Conversion Date, the Corporation shall, however, be
          entitled to treat the certificates for a series of the Common Stock
          that have not yet been surrendered for conversion as evidencing the
          ownership of the number of whole shares of the kind or kinds of
          capital stock of the Corporation for which the

                                       18

<PAGE>

          shares of such series of the Common Stock represented by such
          certificates shall have been converted, notwithstanding the failure to
          surrender such certificates.

               (xii)  The Corporation shall pay any and all documentary, stamp
          or similar issue or transfer taxes that may be payable in respect of
          the issuance or delivery of any shares of capital stock and/or other
          securities upon conversion or redemption of shares of either series of
          the Common Stock pursuant to this paragraph B(5) of this Article. The
          Corporation shall not, however, be required to pay any tax that may be
          payable in respect of any transfer involved in the issuance or
          delivery of any shares of capital stock and/or other securities in a
          name other than that in which the shares of such series of the Common
          Stock so converted or redeemed were registered, and no such issuance
          or delivery shall be made unless and until the person requesting such
          issuance or delivery has paid to the Corporation the amount of any
          such tax or has established to the satisfaction of the Corporation
          that such tax has been paid.

               (xiii) Neither the failure to mail any notice required by this
          paragraph B(5)(d) of this Article to any particular holder of the
          Common Stock or of Convertible Securities nor any defect therein shall
          affect the sufficiency thereof with respect to any other holder of
          outstanding shares of the Common Stock or of Convertible Securities or
          the validity of any such conversion or redemption.

               (xiv)  The Board of Directors may establish such rules and
          requirements to facilitate the effectuation of the transactions
          contemplated by this paragraph B(5) of this Article as the Board of
          Directors shall determine to be appropriate.

     (6) Application of the Provisions of this Certificate of Amendment to the
         ---------------------------------------------------------------------
Restated Certificate of Incorporation.
-------------------------------------

          (a) Certain Determinations by the Board of Directors. The Board of
              ------------------------------------------------
     Directors shall make such determinations with respect to the assets and
     liabilities to be attributed to the Groups, the application of the
     provisions of this paragraph B of this Article to transactions to be
     engaged in by the Corporation and the preferences, limitations and relative
     rights of the holders of either series of the Common Stock, and the
     qualifications and restrictions thereon, provided by this Certificate of
     Amendment to the Restated Certificate of Incorporation, as may be, or
     become necessary or appropriate to the exercise of such preferences,
     limitations and relative rights, including, without limiting the foregoing,
     the determinations referred to in the following paragraphs B(6)(a)(i),
     (ii), (iii), (iv), (v) and (vi) of this Article. A record of any such
     determination shall be filed with the records of the actions of the Board
     of Directors.

               (i)    Upon any acquisition by the Corporation or its
          subsidiaries of any assets or business, or any assumption of
          liabilities, outside of the ordinary course of business of the Carrols
          Group, the Pollo Tropical Group or the Taco Cabana Group, as the case
          may be, the Board of Directors shall determine whether such assets,
          business and liabilities (or an interest therein) shall be for the
          benefit of the Carrols Group, the Pollo Tropical Group or the Taco
          Cabana Group or that an

                                       19

<PAGE>

          interest therein shall be partly for the benefit of each Group, or any
          combination of Groups and, accordingly, shall be attributed to the
          Carrols Group, the Pollo Tropical Group or the Taco Cabana Group, or
          partly to each, in accordance with paragraph B(7)(c), (w) or (bb) of
          this Article, as the case may be.

               (ii)   Upon any issuance of any shares of Pollo Tropical Stock at
          a time when the Number of Pollo Tropical Shares Issuable with Respect
          to the Pollo Tropical Inter-Group Interest is greater than zero, the
          Board of Directors shall determine, based on the use of the proceeds
          of such issuance and any other relevant factors, whether all or any
          part of the shares of Pollo Tropical Stock so issued shall reduce the
          Number of Pollo Tropical Shares Issuable with Respect to the Pollo
          Tropical Inter-Group Interest, and the Number of Pollo Tropical Shares
          Issuable with Respect to the Pollo Tropical Inter-Group Interest shall
          be adjusted accordingly.

               (iii)  Upon any issuance of any shares of Taco Cabana Stock at a
          time when the Number of Taco Cabana Shares Issuable with Respect to
          the Taco Cabana Inter-Group Interest is greater than zero, the Board
          of Directors shall determine, based on the use of the proceeds of such
          issuance and any other relevant factors, whether all or any part of
          the shares of Taco Cabana Stock so issued shall reduce the Number of
          Taco Cabana Shares Issuable with Respect to the Taco Cabana
          Inter-Group Interest, and the Number of Taco Cabana Shares Issuable
          with Respect to the Taco Cabana Inter-Group Interest shall be adjusted
          accordingly.

               (iv)   Upon any issuance by the Corporation or any subsidiary
          thereof of any Convertible Securities that are convertible into or
          exchangeable or exercisable for shares of Pollo Tropical Stock or Taco
          Cabana Stock, if at the time such Convertible Securities are issued
          the Number of Pollo Tropical Shares Issuable with Respect to the Pollo
          Tropical Inter-Group Interest or the Number of Taco Cabana Shares
          Issuable with Respect to the Taco Cabana Inter-Group Interest, as the
          case may be, is greater than zero, the Board of Directors shall
          determine, based on the use of the proceeds of such issuance of
          Convertible Securities in the business of the Carrols Group, the Pollo
          Tropical Group or the Taco Cabana Group and any other relevant
          factors, whether, upon conversion, exchange or exercise thereof, the
          issuance of shares of Pollo Tropical Stock or Taco Cabana Stock
          pursuant thereto shall, in whole or in part, reduce the Number of
          Pollo Tropical Shares Issuable with Respect to the Pollo Tropical
          Inter-Group Interest or the Number of Taco Cabana Shares Issuable with
          Respect to the Taco Cabana Inter-Group Interest, as the case may be.

               (v)    Upon any issuance of any shares of the Preferred Stock of
          any series, the Board of Directors shall attribute, based on the use
          of proceeds of such issuance of shares of the Preferred Stock in the
          business of the Carrols Group, the Pollo Tropical Group or the Taco
          Cabana Group and any other relevant factors, the shares so issued
          entirely to the Carrols Group, entirely to the Pollo Tropical Group or
          entirely to the Taco Cabana Group or partly to the Carrols Group,
          partly

                                       20

<PAGE>

          to the Pollo Tropical Group and partly to the Taco Cabana Group, or
          partly to each such Group or to any two Groups in such proportion as
          the Board of Directors shall determine.

               (vi)  Upon any redemption or repurchase by the Corporation or any
          subsidiary thereof of shares of the Preferred Stock of any class or
          series or of other securities or debt obligations of the Corporation,
          the Board of Directors shall determine, based on the property used to
          redeem or purchase such shares, other securities or debt obligations,
          which, if any, of such shares, other securities or debt obligations
          redeemed or repurchased shall be attributed to the Carrols Group,
          which, if any, of such shares, other securities or debt obligations
          shall be attributed to the Pollo Tropical Group and which, if any, of
          such shares or other securities or debt obligations shall be
          attributed to the Taco Cabana Group and, accordingly, how many of the
          shares of such series of the Preferred Stock or of such other
          securities, or how much of such debt obligations, that remain
          outstanding, if any, are thereafter attributed to the Carrols Group,
          to the Pollo Tropical Group and to the Taco Cabana Group.

          (b) Certain Determinations Not Required. Notwithstanding the foregoing
              -----------------------------------
     provisions of this paragraph B(6) of this Article, the provisions of
     paragraphs B(7)(c), (e), (w), (x),(aa) or (bb) of this Article or any other
     provision of this Article, at any time when there are not outstanding both
     (i) one or more shares of Carrols Stock or Convertible Securities
     convertible into or exchangeable or exercisable for Carrols Stock and (ii)
     one or more shares of either series of Middle Tier Stock or Convertible
     Securities convertible into or exchangeable or exercisable for either
     series of Middle Tier Stock, the Corporation need not (A) attribute any of
     the assets or liabilities of the Corporation or any of its subsidiaries to
     the Carrols Group, the Pollo Tropical Group or the Taco Cabana Stock or (B)
     make any determination required in connection therewith, nor shall the
     Board of Directors be required to make any of the determinations otherwise
     required by this Article, and in such circumstances the holders of the
     shares of Carrols Stock, Pollo Tropical Stock or Taco Cabana Stock
     outstanding, as the case may be, shall (unless otherwise specifically
     provided by this Certificate of Amendment to the Restated Certificate of
     Incorporation) be entitled to all the preferences or other relative rights
     of all series of the Common Stock without differentiation between the
     Carrols Stock, the Pollo Tropical Stock and the Taco Cabana Stock.

          (c) Board Determinations Binding. Subject to applicable law, any
              ----------------------------
     determinations made in good faith by the Board under any provision of this
     Article, and any determinations with respect to any Group or the rights of
     holders of any class or series of capital stock made pursuant to or in
     furtherance of the application of this Article, shall be final and binding
     on all stockholders.

     (7)  Certain Definitions. As used in this Article, the following terms hall
          -------------------
have the following meanings (with terms defined in the singular having
comparable meaning when used in the plural and vice versa), unless the context
otherwise requires. As used in this paragraph B(7) of this Article, a
"contribution" or "transfer" of assets or properties from one Group to

                                       21

<PAGE>

another shall refer to the reattribution of such assets or properties from the
contributing or transferring Group to the other Group and correlative phrases
shall have correlative meanings.

     (a)  "Business Day" shall mean each weekday that banks are open for the
transaction of business in New York City.

     (b)  "Carrols Available Dividend Amount", as of any date shall mean, with
respect to the Carrols Group either (a) the excess of (i) an amount equal to the
total assets attributed to the Carrols Group less the total liabilities (not
including preferred stock) attributed to the Carrols Group as of such date over
(ii) the aggregate par value of, or any greater amount determined to be capital
in respect of, all outstanding shares of Carrols Stock and to the extent
applicable, each class or series of capital stock attributed to the Carrols
Group or (b) in case there is no such excess, an amount equal to Carrols Net
Earnings (Loss) (if positive) for the fiscal year in which such date occurs
and/or the preceding fiscal year. The Carrols Available Dividend Amount is
intended to be similar to an amount equal to the amount that would be legally
available for the payment of dividends on shares of Carrols Stock under the DGCL
if the Carrols Group was a separate Delaware corporation.

     (c)  "Carrols Group" shall mean, as of any date:

               (i)   the interest of the Corporation or any of its subsidiaries

          on such date in all of the assets, liabilities and businesses of the
          Corporation or any of its subsidiaries (and any successor companies),
          other than any assets, liabilities and businesses attributed in
          accordance with this Article to the Pollo Tropical Group and the Taco
          Cabana Group;


               (ii)  a proportionate undivided interest in each and every
          business, asset and liability attributed (i) to the Pollo Tropical
          Group equal to the Inter-Group Pollo Tropical Fraction and (ii) to the
          Taco Cabana Group equal to the Inter-Group Taco Cabana Fraction, in
          each case as of such date;

               (iii) all properties and assets transferred to the Carrols Group
          from the Pollo Tropical Group and/or the Taco Cabana Group (other than
          pursuant to paragraph B(7)(c)(iv) or (vi) of this Article) pursuant to
          transactions in the ordinary course of business of both the Carrols
          Group on the one hand and the Pollo Tropical Group and/or the Taco
          Cabana Group, as the case may be, on the other hand, or otherwise as
          the Board of Directors may have directed as permitted by this Article;

               (iv)  all properties and assets transferred to the Carrols Group
          (A) from the Pollo Tropical Group in connection with a reduction of
          the Number of Pollo Tropical Shares Issuable with Respect to the Pollo
          Tropical Inter-Group Interest and (B) from the Taco Cabana Group in
          connection with a reduction of the Number of Taco Cabana Shares
          Issuable with Respect to the Taco Cabana Inter-Group Interest;

               (v)   the interest of the Corporation or any of its subsidiaries
          in any business or asset acquired and any liabilities assumed by the
          Corporation or any

                                       22

<PAGE>

                  of its subsidiaries outside the ordinary course of business
                  and attributed to the Carrols Group, as determined by the
                  Board of Directors as contemplated by paragraph B(6)(a)(i) of
                  this Article; and

                        (vi) from and after the payment date of any dividend,
                  redemption or other distribution with respect to shares of
                  either series of Subsidiary Stock (other than a dividend or
                  other distribution payable in shares of such Middle Tier
                  Stock, with respect to which adjustment shall be made as
                  provided in paragraph B(7)(r)(i) or B(7)(s)(i) of this
                  Article, as the case may be, or in securities of the
                  Corporation attributed to such Middle Tier Group, for which
                  provision shall be made as set forth in the third to last
                  sentence of this definition), an amount of assets or
                  properties previously attributed to such Middle Tier Group of
                  the same kind as were paid in such dividend or other
                  distribution with respect to shares of such Middle Tier Group
                  as have a Fair Value on the record date for such dividend or
                  distribution equal to the product of (1) the Fair Value on
                  such record date of the aggregate of such dividend or
                  distribution to holders of shares of such Middle Tier Group
                  declared and (2) a fraction the numerator of which is equal to
                  the Inter-Group Pollo Tropical Fraction or the Inter-Group
                  Taco Cabana Fraction, as the case may be, in effect on the
                  record date for such dividend or distribution and the
                  denominator of which is equal to the Outstanding Pollo
                  Tropical Fraction or the Outstanding Taco Cabana Fraction, as
                  the case may be, in effect on the record date for such
                  dividend or distribution;

                  provided, that from and after any transfer of any assets or
                  properties from the Carrols Group to the Pollo Tropical Group
                  or the Taco Cabana Group, the Carrols Group shall no longer
                  include such assets or properties so transferred (other than
                  as reflected in respect of such a transfer by the Inter-Group
                  Pollo Tropical Fraction or the Inter-Group Taco Cabana
                  Interest Fraction, as the case may be, as provided by
                  paragraph B(7)(c)(ii) of this Article). If the Corporation
                  shall pay a dividend or make some other distribution with
                  respect to shares of a series of Middle Tier Stock payable in
                  securities of the Corporation that are attributed to the
                  applicable Middle Tier Group for purposes of this Article
                  (other than distributions of Pollo Tropical Stock or Taco
                  Cabana Stock, as the case may be), the Carrols Group shall be
                  deemed to hold an interest in such Middle Tier Group
                  equivalent to the number or amount of such securities that is
                  equal to the product of the number or amount of securities so
                  distributed to holders of such Middle Tier Stock and the
                  fraction specified in clause (2) of paragraph B(7)(c)(vi) of
                  this Article (determined as of the record date for such
                  distribution) and, to the extent interest is or dividends are
                  paid on the securities so distributed, the Carrols Group shall
                  include, and there shall be transferred thereto from such
                  Middle Tier Group, a corresponding ratable amount of the kind
                  of assets paid as such interest or dividends as would have
                  been paid in respect of such securities so deemed to be held
                  by the Carrols Group if such securities were outstanding. The
                  Corporation may also, to the extent the securities so paid as
                  a dividend or other distribution to the holders of a series of
                  Middle Tier Stock are Convertible Securities and at the time
                  are convertible into or exchangeable or exercisable for shares
                  of such Middle Tier Stock, treat such Convertible Securities
                  as are so deemed to be held by the

                                       23

<PAGE>

                  Carrols Group to be deemed to be converted, exchanged or
                  exercised, and shall do so to the extent such Convertible
                  Securities are mandatorily converted, exchanged or exercised
                  (and to the extent the terms of such Convertible Securities
                  require payment of consideration for such conversion, exchange
                  or exercise, the Carrols Group shall then no longer include an
                  amount of the kind of properties or assets required to be paid
                  as such consideration for the amount of Convertible Securities
                  deemed converted, exchanged or exercised (and the applicable
                  Middle Tier Group shall be attributed such properties or
                  assets)), in which case, from and after such time, the
                  securities into or for which such Convertible Securities so
                  deemed to be held by the Carrols Group were so considered
                  converted, exchanged or exercised shall be deemed held by the
                  Carrols Group (as provided in clause (3) of paragraph
                  B(7)(r)(iii) or B(7)(s)(iii), as applicable, of this Article)
                  and such Convertible Securities shall no longer be deemed to
                  be held by the Carrols Group. A statement setting forth the
                  election to effectuate any such deemed conversion, exchange or
                  exercise of Convertible Securities so deemed to be held by the
                  Carrols Group and the properties or assets, if any, to be
                  attributed to the applicable Middle Tier Group in
                  consideration of such conversion, exchange or exercise (if
                  any) shall be filed in the records of the actions of the Board
                  of Directors and, upon such filing, such deemed conversion,
                  exchange or exercise shall be effectuated.

                  (d) "Carrols Net Earnings (Loss)", for any period through any
      date, shall mean the net earnings or loss of the Carrols Group for such
      period (or in respect of fiscal periods of the Corporation commencing
      prior to the date of the first issuance of Subsidiary Stock, the pro forma
      net earnings or loss of the Carrols Group for such period as if such date
      had been the first day of such period) determined in accordance with
      generally accepted accounting principles in effect at such time,
      reflecting income and expense of the Corporation attributed to the Carrols
      Group on a basis substantially consistent with attributions of income and
      expense made in the calculation of Pollo Tropical Net Earnings (Loss) and
      Taco Cabana Net Earnings (Loss), including, without limitation, corporate
      administrative costs, net interest and other financial costs and income
      taxes.

                  (e) "Common Stock" shall mean the collective reference to the
      Carrols Stock, the Pollo Tropical Stock and the Taco Cabana Stock, and any
      may sometimes be called a series of Common Stock.

                  (f) "Conversion Date" shall mean the closing date of the IPO
      described in Section B(5)(a)(iii) of this Article or the closing date of a
      transaction described in Section B(5)(a)(iv) or B(5)(a)(v) of this
      Article, which date shall be the effective date for the conversion of
      shares of Middle Tier Stock into shares of Carrols Stock (or into another
      series of Middle Tier Stock or another class or series of common stock of
      the Corporation, as the case may be) and set forth in the notice to
      holders of shares of Middle Tier Stock subject to such conversion and to
      holders of any Convertible Securities that are convertible into or
      exchangeable or exercisable for shares of Middle Tier Stock subject to
      such conversion required pursuant to paragraph B(5)(d)(v) of this Article.

                                       24

<PAGE>

                  (g) "Convertible Securities" at any time shall mean any
securities of the Corporation or of any subsidiary thereof (other than shares of
the Common Stock), including warrants and options, outstanding at such time that
by their terms are convertible into or exchangeable or exercisable for or
evidence the right to acquire any shares of any series of the Common Stock,
whether convertible, exchangeable or exercisable at such time or a later time or
only upon the occurrence of certain events, but in respect of anti-dilution
provisions of such securities only upon the effectiveness thereof.

                  (h) "Disposition" shall mean a sale, transfer, assignment or
other disposition (whether by merger, consolidation, sale or contribution of
assets or stock or otherwise) of properties or assets (including stock, other
securities and goodwill).

                  (i) "Fair Value" shall mean, (i) in the case of equity
securities or debt securities of a class or series that has previously been
Publicly Traded for a period of at least three months, the Market Value thereof
(if such Market Value, as so defined, can be determined); (ii) in the case of an
equity security or debt security that has not been Publicly Traded for at least
three months or the Market Value of which cannot be determined, the fair value
per share of stock or per other unit of such security, on a fully distributed
basis, as determined by an independent appraiser with recognized standing
selected in good faith by the Board of Directors; provided, however, that in the
                                                  --------  -------
sole discretion of the Board of Directors, the appraisal may be conducted by the
investment banking firm engaged by the Corporation in connection with its IPO;
(iii) in the case of cash denominated in U.S. dollars, the face amount thereof
and in the case of cash denominated in other than U.S. dollars, the face amount
thereof converted into U.S. dollars at the rate published in The Wall Street
Journal on the date for the determination of Fair Value or, if not so published,
at such rate as shall be determined in good faith by the Board of Directors
based upon such information as the Board of Directors shall in good faith
determine to be appropriate in accordance with good business practice; and (iv)
in the case of property other than securities or cash, the "Fair Value" thereof
shall be determined in good faith by the Board of Directors based upon such
appraisals or valuation reports of such independent experts as the Board of
Directors shall in good faith determine to be appropriate in accordance with
good business practice. Any such determination of Fair Value shall be described
in a statement filed with the records of the actions of the Board of Directors.

                  (j) "Fair Value Ratio" of a share of any series of Common
Stock (a "Converted Share") to a share of any other series of Common Stock (an
"Issued Share") as of any Conversion Date shall mean the fraction (which may be
greater or less than 1/1), expressed as a decimal (rounded to the nearest five
decimal places), of an Issued Share to be issued in respect of a Converted
Share, upon a conversion of a series of Common Stock into another series of
Common Stock in accordance with paragraph B(5)(a)(iii), (iv) or (v) of this
Article, based on the ratio of the Fair Value of a Converted Share to the Fair
Value of an Issued Share as of such date.

                  (k) "Group" shall mean, as of any date, the Carrols Group, the
Pollo Tropical Group or the Taco Cabana Group, as the case may be.

                                       25

<PAGE>

                  (l) "Inter-Group Pollo Tropical Fraction" as of any date shall
mean a fraction the numerator of which shall be the Number of Pollo Tropical
Shares Issuable with Respect to the Pollo Tropical Inter-Group Interest on such
date and the denominator of which shall be the sum of (A) such Number of Pollo
Tropical Shares Issuable with Respect to the Pollo Tropical Inter-Group Interest
and (B) the aggregate number of shares of Pollo Tropical Stock outstanding on
such date. A statement setting forth the Inter-Group Pollo Tropical Fraction as
of the record date for any dividend or distribution on either series of the
Common Stock, as of the effective date of any conversion, exchange or exercise
of Convertible Securities into or for shares of Pollo Tropical Stock and as of
the end of each fiscal quarter of the Corporation shall be filed by the
Secretary of the Corporation in the records of the Board of Directors of the
Corporation not later than ten days after such date.

                  (m) "Inter-Group Taco Cabana Fraction" as of any date shall
mean a fraction the numerator of which shall be the Number of Taco Cabana Shares
Issuable with Respect to the Taco Cabana Inter-Group Interest on such date and
the denominator of which shall be the sum of (A) such Number of Taco Cabana
Shares Issuable with Respect to the Taco Cabana Inter-Group Interest and (B) the
aggregate number of shares of Taco Cabana Stock outstanding on such date. A
statement setting forth the Inter-Group Taco Cabana Fraction as of the record
date for any dividend or distribution on either series of the Common Stock, as
of the effective date of any conversion, exchange or exercise of Convertible
Securities into or for shares of Taco Cabana Stock and as of the end of each
fiscal quarter of the Corporation shall be filed by the Secretary of the
Corporation in the records of the Board of Directors of the Corporation not
later than ten days after such date.

                  (n) "Market Value" of a share of any class or series of
capital stock of the Corporation on any day shall mean the average of the high
and low reported sales prices regular way of a share of such class or series on
such Business Day or, in case no such reported sale takes place on such Business
Day, the average of the reported closing bid and asked prices regular way of a
share of such class or series on such Business Day, in either case as reported
on the New York Stock Exchange Composite Tape or, if the shares of such class or
series are not listed or admitted to trading on such Exchange on such Business
Day, on the principal national securities exchange in the United States on which
the shares of such class or series are listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange on such
Business Day, on The Nasdaq National Market or, if the shares of such class or
series are not listed or admitted to trading on any national securities exchange
or quoted on The Nasdaq National Market on such Business Day, the average of the
closing bid and asked prices of a share of such class or series in the
over-the-counter market on such Business Day as furnished by any New York Stock
Exchange member firm selected from time to time by the Corporation or, if such
closing bid and asked prices are not made available by any such New York Stock
Exchange member firm on such Business Day, the Fair Value of a share of such
class or series as set forth in clause (ii) of the definition of Fair Value;
provided that, for purposes of determining the market value of a share of any
class or series of capital stock for any period, (i) the "Market Value" of a
share of capital stock on any day prior to any "ex-dividend" date or any similar
date occurring during such period for any dividend or

                                       26

<PAGE>

distribution (other than any dividend or distribution contemplated by clause
(ii)(B) of this sentence) paid or to be paid with respect to such capital stock
shall be reduced by the Fair Value of the per share amount of such dividend or
distribution and (ii) the "Market Value" of any share of capital stock on any
day prior to (A) the effective date of any subdivision (by stock split or
otherwise) or combination (by reverse stock split or otherwise) of outstanding
shares of such class or series of capital stock occurring during such period or
(B) any "ex-dividend" date or any similar date occurring during such period for
any dividend or distribution with respect to such capital stock to be made in
shares of such class or series of capital stock or Convertible Securities that
are convertible, exchangeable or exercisable for such class or series of capital
stock shall be appropriately adjusted, as determined by the Board of Directors,
to reflect such subdivision, combination, dividend or distribution.

     (o) "Middle Tier Group" shall mean either the Pollo Tropical Group or the
Taco Cabana Group.

     (p) "Middle Tier Stock" shall mean the Pollo Tropical Stock and/or the Taco
Cabana Stock, as the context of such term may dictate.

     (q) "Net Proceeds" shall mean, as of any date with respect to any
Disposition of any of the properties and assets attributed to the Carrols Group,
the Pollo Tropical Group or the Taco Cabana Group, as the case may be, an
amount, if any, equal to what remains of the gross proceeds received by the
Corporation in such Disposition after payment of, or reasonable provision is
made as determined by the Board of Directors for, (A) any taxes payable by the
Corporation (or which would have been payable but for the utilization of tax
benefits attributable to the other Group) in respect of such Disposition or in
respect of any resulting dividend or redemption pursuant to paragraphs
B(5)(a)(i)(a) or (b) of this Article, (B) any transaction costs, including,
without limitation, any legal, investment banking and accounting fees and
expenses and (C) any liabilities (contingent or otherwise) of or attributed to
such Group, including, without limitation, any liabilities for deferred taxes or
any indemnity or guarantee obligations of the Corporation incurred in connection
with the Disposition or otherwise, and any liabilities for future purchase price
adjustments and any preferential amounts plus any accumulated and unpaid
dividends in respect of the Preferred Stock attributed to such Group. For
purposes of this definition, any properties and assets attributed to the Group,
the properties and assets of which are subject to such Disposition, remaining
after such Disposition shall constitute "reasonable provision" for such amount
of taxes, costs and liabilities (contingent or otherwise) as the Board of
Directors determines can be expected to be supported by such properties and
assets.

     (r) "Number of Pollo Tropical Shares Issuable with Respect to the Pollo
Tropical Inter-Group Interest" shall be determined by the Board of Directors
prior to the first issuance of shares of Pollo Tropical Stock or Convertible
Securities convertible into or exchangeable or exercisable for shares of Pollo
Tropical Stock to be the number of shares of Pollo Tropical Stock that initially
represents 100% of the common stockholders' equity of the Corporation
attributable to the Pollo Tropical Group, which determination shall be set forth
in a statement filed with the records of the actions of the Board of

                                       27

<PAGE>

Directors; provided, however, that such number shall from time to time
thereafter be: (i) adjusted, if before such adjustment such number is greater
than zero, as determined by the Board of Directors to be appropriate to reflect
equitably any subdivision (by stock split or otherwise) or combination (by
reverse stock split or otherwise) of the Pollo Tropical Stock or any dividend or
other distribution of shares of Pollo Tropical Stock to holders of shares of
Pollo Tropical Stock or any reclassification of Pollo Tropical Stock; (ii)
decreased (but to not less than zero), if before such adjustment such number is
greater than zero, by action of the Board of Directors by (1) the number of
shares of Pollo Tropical Stock issued or sold by the Corporation that,
immediately prior to such issuance or sale, were included in the Number of Pollo
Tropical Shares Issuable with Respect to the Pollo Tropical Inter-Group
Interest, (2) the number of shares of Pollo Tropical Stock issued upon
conversion, exchange or exercise of Convertible Securities that, immediately
prior to the issuance or sale of such Convertible Securities, were included in
the Number of Pollo Tropical Shares Issuable with Respect to the Pollo Tropical
Inter-Group Interest, (3) the number of shares of Pollo Tropical Stock issued by
the Corporation as a dividend or other distribution (including in connection
with any reclassification or exchange of shares) to holders of Carrols Stock,
(4) the number of shares of Pollo Tropical Stock issued upon the conversion,
exchange or exercise of any Convertible Securities issued by the Corporation as
a dividend or other distribution (including in connection with any
reclassification or exchange of shares) to holders of Carrols Stock, or (5) the
number (rounded, if necessary, to the nearest whole number) equal to the
quotient of (a) the aggregate Fair Value as of the date of contribution of
properties or assets (including cash) transferred from the Pollo Tropical Group
to the Carrols Group in consideration for a reduction in the Number of Pollo
Tropical Shares Issuable with Respect to the Pollo Tropical Inter-Group Interest
and (b) the Fair Value of one share of Pollo Tropical Stock as of the date of
such transfer; and (iii) increased by (1) the number of outstanding shares of
Pollo Tropical Stock repurchased by the Corporation for consideration that is
attributed as provided by paragraph B(7)(c) of this Article to the Carrols Group
and (2) the number (rounded, if necessary, to the nearest whole number) equal to
the quotient of (a) the Fair Value of properties or assets (including cash)
theretofore attributed as provided by paragraph B(7)(c) of this Article to the
Carrols Group that are contributed to the Pollo Tropical Group in consideration
of an increase in the Number of Pollo Tropical Shares Issuable with Respect to
the Pollo Tropical Inter-Group Interest, and (b) the Fair Value of one share of
Pollo Tropical Stock as of the date of such contribution and (3) the number of
shares of Pollo Tropical Stock into or for which Convertible Securities are
deemed converted, exchanged or exercised pursuant to the penultimate sentence of
the definition of "Carrols Group" in paragraph B(7)(c) of this Article.

     (s) "Number of Taco Cabana Shares Issuable with Respect to the Taco Cabana
Inter-Group Interest" shall be determined by the Board of Directors prior to the
first issuance of shares of Taco Cabana Stock or Convertible Securities
convertible into or exchangeable or exercisable for shares of Taco Cabana Stock
to be the number of shares of Taco Cabana Stock that initially represents 100%
of the common stockholders' equity of the Corporation attributable to the Taco
Cabana Group, which determination shall be set forth in a statement filed with
the records of the actions of the Board of Directors; provided, however, that
such number shall from time to time thereafter be: (i) adjusted, if before such
adjustment such number is greater than zero, as determined by the Board of

                                       28

<PAGE>

Directors to be appropriate to reflect equitably any subdivision (by stock split
or otherwise) or combination (by reverse stock split or otherwise) of the Taco
Cabana Stock or any dividend or other distribution of shares of Taco Cabana
Stock to holders of shares of Taco Cabana Stock or any reclassification of Taco
Cabana Stock; (ii) decreased (but to not less than zero), if before such
adjustment such number is greater than zero, by action of the Board of Directors
by (1) the number of shares of Taco Cabana Stock issued or sold by the
Corporation that, immediately prior to such issuance or sale, were included in
the Number of Taco Cabana Shares Issuable with Respect to the Taco Cabana
Inter-Group Interest, (2) the number of shares of Taco Cabana Stock issued upon
conversion, exchange or exercise of Convertible Securities that, immediately
prior to the issuance or sale of such Convertible Securities, were included in
the Number of Taco Cabana Shares Issuable with Respect to the Taco Cabana
Inter-Group Interest, (3) the number of shares of Taco Cabana Stock issued by
the Corporation as a dividend or other distribution (including in connection
with any reclassification or exchange of shares) to holders of Carrols Stock,
(4) the number of shares of Taco Cabana Stock issued upon the conversion,
exchange or exercise of any Convertible Securities issued by the Corporation as
a dividend or other distribution (including in connection with any
reclassification or exchange of shares) to holders of Carrols Stock, or (5) the
number (rounded, if necessary, to the nearest whole number) equal to the
quotient of (a) the aggregate Fair Value as of the date of contribution of
properties or assets (including cash) transferred from the Taco Cabana Group to
the Carrols Group in consideration for a reduction in the Number of Taco Cabana
Shares Issuable with Respect to the Taco Cabana Inter-Group Interest and (b) the
Fair Value of one share of Taco Cabana Stock as of the date of such transfer;
and (iii) increased by (1) the number of outstanding shares of Taco Cabana Stock
repurchased by the Corporation for consideration that is attributed as provided
by paragraph B(7)(c) of this Article to the Carrols Group and (2) the number
(rounded, if necessary, to the nearest whole number) equal to the quotient of
(a) the Fair Value of properties or assets (including cash) theretofore
attributed as provided by paragraph B(7)(c) of this Article to the Carrols Group
that are contributed to the Taco Cabana Group in consideration of an increase in
the Number of Taco Cabana Shares Issuable with Respect to the Taco Cabana
Inter-Group Interest, and (b) the Fair Value of one share of Taco Cabana Stock
as of the date of such contribution and (3) the number of shares of Taco Cabana
Stock into or for which Convertible Securities are deemed converted, exchanged
or exercised pursuant to the penultimate sentence of the definition of "Carrols
Group" in paragraph B(7)(c) of this Article.

     (t) "Outstanding Pollo Tropical Fraction", as of any date, means the
fraction (which may simplify to 1/1) the numerator of which shall be the number
of shares of Pollo Tropical Stock outstanding on such date and the denominator
of which shall be the sum of the number of shares of Pollo Tropical Stock
outstanding on such date and the Number of Pollo Tropical Shares Issuable with
Respect to the Pollo Tropical Inter-Group Interest on such date. A statement
setting forth the Outstanding Pollo Tropical Fraction as of the record date for
the payment of any dividend or distribution on any series of the Common Stock
and as of the end of each fiscal quarter of the Corporation shall be filed by
the Secretary of the Corporation in the records of the actions of the Board of
Directors not later than ten days after such date.

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<PAGE>

     (u)  "Outstanding Taco Cabana Fraction", as of any date, means the fraction
(which may simplify to 1/1) the numerator of which shall be the number of shares
of Taco Cabana Stock outstanding on such date and the denominator of which shall
be the sum of the number of shares of Taco Cabana Stock outstanding on such date
and the Number of Taco Cabana Shares Issuable with Respect to the Taco Cabana
Inter-Group Interest on such date. A statement setting forth the Outstanding
Taco Cabana Fraction as of the record date for the payment of any dividend or
distribution on any series of the Common Stock and as of the end of each fiscal
quarter of the Corporation shall be filed by the Secretary of the Corporation in
the records of the actions of the Board of Directors not later than ten days
after such date.

     (v)  "Pollo Tropical Available Dividend Amount" as of any date shall mean,
with respect to the Pollo Tropical Group, the product of the Outstanding Pollo
Tropical Fraction and either (a) the excess of (i) an amount equal to the total
assets attributed to the Pollo Tropical Group less the total liabilities (not
including preferred stock) attributed to the Pollo Tropical Group as of such
date over (ii) the aggregate par value of, or any greater amount determined to
be capital in respect of, all outstanding shares of Pollo Tropical Stock and to
the extent applicable, each class or series capital stock attributed to the
Pollo Tropical Group or (b) in case there is no such excess, an amount equal to
Pollo Tropical Net Earnings (Loss) (if positive) for the fiscal year in which
such date occurs and/or the preceding fiscal year. The Pollo Tropical Available
Dividend Amount is intended to be similar to an amount equal to the product of
the Outstanding Pollo Tropical Fraction and the amount that would be legally
available for the payment of dividends on shares of Pollo Tropical Stock under
the DGCL if the Pollo Tropical Group was a separate Delaware corporation.

     (w)  "Pollo Tropical Group" shall mean, as of any date:

          (i)   all businesses, assets and liabilities of each of Pollo
     Franchise, Inc., a Florida corporation and Pollo Operations, Inc. a Florida
     corporation (the "Pollo Tropical Group Companies") as of the date of the
     first issuance of Pollo Tropical Stock;

          (ii)  all assets and liabilities of the Corporation and its
     subsidiaries attributed by the Board of Directors to the Pollo Tropical
     Group, whether or not such assets or liabilities are or were also assets
     and liabilities of any of the Pollo Tropical Group Companies;

          (iii) all properties and assets transferred to the Pollo Tropical
     Group from the Carrols Group (other than a transaction pursuant to
     paragraph B(7)(w)(iv) of this Article) pursuant to transactions in the
     ordinary course of business of both the Pollo Tropical Group, on the one
     hand, and the Carrols Group, on the other hand, or otherwise as the Board
     of Directors may have directed as permitted by this Article;

          (iv)  all properties and assets transferred to the Pollo Tropical
     Group from the Carrols Group in connection with an increase in the Number
     of Pollo

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<PAGE>

          Tropical Shares Issuable with respect to the Pollo Tropical
          Inter-Group Interest; and

               (v)   the interest of the Corporation or any of its subsidiaries
          in any business or asset acquired and any liabilities assumed by the
          Corporation or any of its subsidiaries outside of the ordinary course
          of business and attributed to the Pollo Tropical Group, as determined
          by the Board of Directors as contemplated by paragraph B(6)(a)(i) of
          this Article;

          provided, that (1) from and after the payment date of any dividend or
          other distribution with respect to shares of Pollo Tropical Stock
          (other than a dividend or other distribution payable in shares of
          Pollo Tropical Stock, with respect to which adjustment shall be made
          as provided in paragraph B(7)(r)(i) of this Article, or in securities
          of the Corporation attributed to the Pollo Tropical Group, for which
          provision shall be made as set forth in clause (2) of this proviso),
          the Pollo Tropical Group shall no longer include an amount of assets
          or properties previously attributed to the Pollo Tropical Group of the
          same kind as so paid in such dividend or other distribution with
          respect of shares of Pollo Tropical Stock as have a Fair Value on the
          record date for such dividend or distribution equal to the product of
          (a) the Fair Value on such record date of the aggregate of such
          dividend or distribution to holders of shares of Pollo Tropical Stock
          declared and (b) a fraction the numerator of which is equal to the
          Inter-Group Pollo Tropical Fraction in effect on the record date for
          such dividend or distribution and the denominator of which is equal to
          the Outstanding Pollo Tropical Fraction in effect on the record date
          for such dividend or distribution, (2) if the Corporation shall pay a
          dividend or make some other distribution with respect to shares of
          Pollo Tropical Stock payable in securities of the Corporation that are
          attributed to the Pollo Tropical Group for purposes of this Article
          (other than Pollo Tropical Stock), there shall be excluded from the
          Pollo Tropical Group an interest in the Pollo Tropical Group
          equivalent to the number or amount of such securities that is equal to
          the product of the number or amount of securities so distributed to
          holders of Pollo Tropical Stock and the fraction specified in clause
          1(b) of this proviso (determined as of the record date for such
          distribution) (and such interest in the Pollo Tropical Group shall be
          attributed to the Carrols Group) and, to the extent interest is or
          dividends are paid on the securities so distributed, the Pollo
          Tropical Group shall no longer include a corresponding ratable amount
          of the kind of assets paid as such interest or dividends as would have
          been paid in respect of the securities equivalent to such interest in
          the Pollo Tropical Group deemed held by the Carrols Group if the
          securities equivalent to such interest were outstanding (and in such
          eventuality such assets as are no longer included in the Pollo
          Tropical Group shall be attributed to the Carrols Group) and (3) from
          and after any transfer of any assets or properties from the Pollo
          Tropical Group to the Carrols Group, the Pollo Tropical Group shall no
          longer include such assets or properties so contributed or
          transferred. The Corporation may also, to the extent a dividend or
          distribution on the Pollo Tropical Stock has been paid in Convertible
          Securities that are convertible into or exchangeable or exercisable
          for Pollo Tropical Stock, cause such Convertible Securities as are
          deemed to be held by the


                                       31

<PAGE>

               Carrols Group in accordance with the third to last sentence of
               paragraph B(7)(c) of this Article and clause (2) of the proviso
               to the immediately preceding sentence to be deemed to be
               converted, exchanged or exercised as provided in the penultimate
               sentence of paragraph B(7)(c) of this Article, in which case such
               Convertible Securities shall no longer be deemed to be held by
               the Carrols Group.

               (x)  "Pollo Tropical Net Earnings (Loss)", for any period through
          any date, shall mean the net earnings or loss of the Pollo Tropical
          Group for such period (or in respect of fiscal periods of the
          Corporation commencing prior to the date of the first issuance of
          Pollo Tropical Stock, the pro forma net earnings or loss of the Pollo
          Tropical Group for such period as if such date had been the first day
          of such period) determined in accordance with generally accepted
          accounting principles in effect at such time, reflecting income and
          expense of the Corporation attributed to the Pollo Tropical Group on a
          basis substantially consistent with attributions of income and expense
          made in the calculation of the Carrols Net Earnings (Loss) and the
          Taco Cabana Net Earnings (Loss), including, without limitation,
          corporate administrative costs, net interest and other financial costs
          and income taxes.

               (y)  "Publicly Traded" with respect to any security shall mean
          (i) registered under Section 12 of the Securities Exchange Act of
          1934, as amended (or any successor provision of law), and (ii) listed
          for trading on the New York Stock Exchange or the American Stock
          Exchange (or any national securities exchange registered under Section
          7 of the Securities Exchange Act of 1934, as amended (or any successor
          provision of law), that is the successor to either such exchange) or
          listed on The Nasdaq Stock Market (or any successor market system).

               (z)  "Redemption Date" shall mean the date fixed by the Board of
          Directors as the effective date for a redemption of shares of any
          series of the Common Stock, as set forth in a notice to holders
          thereof required pursuant to paragraphs B(5)(d)(iii), (iv) or (vi) of
          this Article.

               (aa) "Taco Cabana Available Dividend Amount" as of any date shall
          mean, with respect to the Taco Cabana Group, the product of the
          Outstanding Taco Cabana Fraction and either (a) the excess of (i) an
          amount equal to the total assets attributed to the Taco Cabana Group
          less the total liabilities (not including preferred stock) attributed
          to the Taco Cabana Group as of such date over (ii) the aggregate par
          value of, or any greater amount determined to be capital in respect
          of, all outstanding shares of Taco Cabana Stock and to the extent
          applicable, each class or series capital stock attributed to the Taco
          Cabana Group or (b) in case there is no such excess, an amount equal
          to Taco Cabana Net Earnings (Loss) (if positive) for the fiscal year
          in which such date occurs and/or the preceding fiscal year. The Taco
          Cabana Available Dividend Amount is intended to be similar to an
          amount equal to the product of the Outstanding Taco Cabana Fraction
          and the amount that would be legally available for the payment of
          dividends on shares of Taco Cabana Stock under the DGCL if the Taco
          Cabana Group was a separate Delaware corporation.

               (bb) "Taco Cabana Group" shall mean, as of any date:

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<PAGE>

               (i)   all businesses, assets and liabilities of each of Taco
          Cabana, Inc., a Delaware corporation, and its direct and indirect
          subsidiaries (the "Taco Cabana Group Companies") as of the date of the
          first issuance of Taco Cabana Stock;

               (ii)  all assets and liabilities of the Corporation and its
          subsidiaries attributed by the Board of Directors to the Taco Cabana
          Group, whether or not such assets or liabilities are or were also
          assets and liabilities of any of the Taco Cabana Group Companies;

               (iii) all properties and assets transferred to the Taco Cabana
          Group from the Carrols Group (other than a transaction pursuant to
          paragraph B(7)(bb)(iv) of this Article) pursuant to transactions in
          the ordinary course of business of both the Taco Cabana Group, on the
          one hand, and the Carrols Group, on the other hand, or otherwise as
          the Board of Directors may have directed as permitted by this Article;

               (iv)  all properties and assets transferred to the Taco Cabana
          Group from the Carrols Group in connection with an increase in the
          Number of Taco Cabana Shares Issuable with respect to the Taco Cabana
          Inter-Group Interest; and

               (v)   the interest of the Corporation or any of its subsidiaries
          in any business or asset acquired and any liabilities assumed by the
          Corporation or any of its subsidiaries outside of the ordinary course
          of business and attributed to the Taco Cabana Group, as determined by
          the Board of Directors as contemplated by paragraph B(6)(a)(i) of this
          Article;

          provided, that (1) from and after the payment date of any dividend or
          other distribution with respect to shares of Taco Cabana Stock (other
          than a dividend or other distribution payable in shares of Taco Cabana
          Stock, with respect to which adjustment shall be made as provided in
          paragraph B(7)(s)(i) of this Article, or in securities of the
          Corporation attributed to the Taco Cabana Group, for which provision
          shall be made as set forth in clause (2) of this proviso), the Taco
          Cabana Group shall no longer include an amount of assets or properties
          previously attributed to the Taco Cabana Group of the same kind as so
          paid in such dividend or other distribution with respect of shares of
          Taco Cabana Stock as have a Fair Value on the record date for such
          dividend or distribution equal to the product of (a) the Fair Value on
          such record date of the aggregate of such dividend or distribution to
          holders of shares of Taco Cabana Stock declared and (b) a fraction the
          numerator of which is equal to the Inter-Group Taco Cabana Fraction in
          effect on the record date for such dividend or distribution and the
          denominator of which is equal to the Outstanding Taco Cabana Fraction
          in effect on the record date for such dividend or distribution, (2) if
          the Corporation shall pay a dividend or make some other distribution
          with respect to shares of Taco Cabana Stock payable in securities of
          the Corporation that are attributed to the Taco Cabana Group for
          purposes of this Article (other than Taco Cabana Stock), there shall
          be excluded from the Taco Cabana Group an interest in the Taco Cabana
          Group equivalent to the number or amount of such securities that is
          equal to the product of the number

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<PAGE>

               or amount of securities so distributed to holders of Taco Cabana
               Stock and the fraction specified in clause 1(b) of this proviso
               (determined as of the record date for such distribution) (and
               such interest in the Taco Cabana Group shall be attributed to the
               Carrols Group) and, to the extent interest is or dividends are
               paid on the securities so distributed, the Taco Cabana Group
               shall no longer include a corresponding ratable amount of the
               kind of assets paid as such interest or dividends as would have
               been paid in respect of the securities equivalent to such
               interest in the Taco Cabana Group deemed held by the Carrols
               Group if the securities equivalent to such interest were
               outstanding (and in such eventuality such assets as are no longer
               included in the Taco Cabana Group shall be attributed to the
               Carrols Group) and (3) from and after any transfer of any assets
               or properties from the Taco Cabana Group to the Carrols Group,
               the Taco Cabana Group shall no longer include such assets or
               properties so contributed or transferred. The Corporation may
               also, to the extent a dividend or distribution on the Taco Cabana
               Stock has been paid in Convertible Securities that are
               convertible into or exchangeable or exercisable for Taco Cabana
               Stock, cause such Convertible Securities as are deemed to be held
               by the Carrols Group in accordance with the third to last
               sentence of paragraph B(7)(c) of this Article and clause (2) of
               the proviso to the immediately preceding sentence to be deemed to
               be converted, exchanged or exercised as provided in the
               penultimate sentence of paragraph B(7)(c) of this Article, in
               which case such Convertible Securities shall no longer be deemed
               to be held by the Carrols Group.

               (cc) "Taco Cabana Net Earnings (Loss)", for any period through
          any date, shall mean the net earnings or loss of the Taco Cabana Group
          for such period (or in respect of fiscal periods of the Corporation
          commencing prior to the date of the first issuance of Taco Cabana
          Stock, the pro forma net earnings or loss of the Taco Cabana Group for
          such period as if such date had been the first day of such period)
          determined in accordance with generally accepted accounting principles
          in effect at such time, reflecting income and expense of the
          Corporation attributed to the Taco Cabana Group on a basis
          substantially consistent with attributions of income and expense made
          in the calculation of the Carrols Net Earnings (Loss) and the Pollo
          Tropical Net Earnings (Loss), including, without limitation, corporate
          administrative costs, net interest and other financial costs and
          income taxes.

               IN WITNESS WHEREOF, said CARROLS HOLDINGS CORPORATION has caused
this Certificate to be signed by Alan Vituli, its Chairman and Chief Executive
Officer this 10th day of September, 2001.

                                   CARROLS HOLDINGS CORPORATION

                                   By: /s/ Alan Vituli
                                     -------------------------------------------
                                           Alan Vituli,
                                           Chairman and Chief Executive Officer

                                       34