EMPLOYMENT AGREEMENT


      This Employment Agreement ("Agreement") is made and entered
into  this 15th day of September, 1995 to be effective as of  the
24th  day of April, 1995 ("Effective Date"), by and between  TACO
CABANA,  INC., a Delaware corporation ("Company"), and  JAMES  A.
ELIASBERG ("Employee").


                      W I T N E S S E T H:

     Company and Employee wish to enter into this Agreement so as
to  establish  their understanding with respect to employment  of
Employee  by  Company  and  to  resolve  certain  other   matters
involving Company and Employee, all as set forth herein.

      NOW,  THEREFORE,  for and in consideration  of  the  mutual
covenants and agreements of the parties, and the mutual  benefits
to  be  gained  by the performance thereof, and  other  good  and
valuable consideration, the receipt and sufficiency of which  are
hereby acknowledged, the parties hereto hereby agree as follows:

      1.    Employment,  Duties and Acceptance.   Company  hereby
employs  Employee,  and Employee hereby accepts  employment  from
Company,  on the terms and conditions set forth herein, to  serve
as  Executive Vice President and General Counsel of the  Company.
Employee  shall  also serve as Executive Vice  President  of  the
Company's  affiliated corporations excluding Get Real,  Inc.  and
Taco  Cabana  Investments, Inc.  Employee shall devote  exclusive
and full time services to the Company and its affiliates, subject
to  the direction of the President and the Board of Directors  of
the  Company  and  its affiliates, and, in connection  therewith,
shall  perform such duties commensurate with such  office  as  he
shall reasonably be directed to perform.

      2.    Term  of  Employment.  The  term  of  this  Agreement
("Term")  shall commence on the Effective Date and shall continue
until  April  23, 1998 unless earlier terminated  as  hereinafter
provided.

     3.   Compensation.

           3.1. Base Salary.  As compensation for all services to
be  rendered  by  Employee  pursuant to this  Agreement,  Company
agrees to pay or cause to be paid to Employee, during the Term, a
base  salary  ("Base Salary") of $185,000 per annum,  payable  in
equal  installments in accordance with Company's general  payroll
practices,  less  such deductions or amounts to  be  withheld  as
shall  be  required by applicable law and regulations or pursuant
to any benefit plan in which Employee is a participant.

          3.2. Expenses.  Company shall pay or reimburse Employee
for  all reasonable and necessary expenses actually incurred  and
paid  by  Employee  during the Term in  the  performance  of  his
services  under  this  Agreement, upon  presentation  of  written
expense  statements or vouchers accompanied by receipts and  such
other  supporting documentation as Company may require; provided,
however,  that  the  maximum amount available for  such  expenses
during  any  period  may be fixed by the Board  of  Directors  of
Company.

          3.3. Car Allowance.  During the term of this Agreement,
the  Company shall pay to Employee a monthly car allowance in the
amount of $625.00.

           3.4.  Bonus.   In addition to any discretionary  bonus
that Employee may be paid in the sole discretion of the Board  of
Directors of the Company, Employee shall participate in a formula
bonus  program  to  be established for senior management  of  the
Company based upon the results and performance of the Company  as
compared  to a financial plan which is approved by the  Board  of
Directors of the Company.  To date such formula bonus program has
not been fully developed but generally it is anticipated that for
each  year commencing January 1, 1996, Employee shall be  paid  a
bonus based upon the Company's achievement of certain performance
goals  set  forth  in a financial plan to be prepared  by  senior
management of the Company and approved by the Board of  Directors
of  the  Company.   For  the  purposes hereof,  "Approved  Annual
Financial  Plan" shall mean the projections of revenue,  expenses
and  net  income  of the Company for each of its  calendar  years
during  the  term  hereof  which is  approved  by  the  Board  of
Directors  of the Company.  Commencing fiscal year 1996  and  for
each  fiscal  year  thereafter, a  financial  plan  (the  "Annual
Financial  Plan")  is  to  be prepared  by  Employee  and  senior
management  of  the  Company  and  submitted  to  the   Company's
Compensation  Committee for review and comment  on  approximately
November 30 prior to the commencement of the fiscal year  covered
by   the  Annual  Financial  Plan.   The  Company's  Compensation
Committee  is  a  committee  of the Board  of  Directors  of  the
Company.   The  Annual Financial Plan will include a  qualitative
and quantitative analysis of revenues and net profits which shall
be  considered  by  the Compensation Committee  of  the  Company.
Employee and the other members of the Company's senior management
will  make themselves available at the convenience of the members
of  the  Company's  Compensation Committee to  discuss,  analyze,
review,  explain, comment and if appropriate, make revisions,  to
the  Annual  Financial Plan which has been submitted by  Employee
and  senior  management of the Company.  After  this  process  of
discussion, analysis, review, explanation, comment and  revision,
the proposed Annual Financial Plan will be submitted to the Board
of Directors of the Company for discussion, review, amendment, if
necessary, and approval, upon which approval the Annual Financial
Plan,  as  same may be amended, will become the "Approved  Annual
Financial Plan."  The Board of Directors of the Company,  in  its
sole  discretion,  reserves the right to establish  the  Approved
Annual  Financial Plan upon which the performance of the  Company
for  any fiscal year will be based for the payment of bonuses  to
the Company's senior management.  Each year commencing January 1,
1996, Employee shall be paid a bonus equal to a percentage of his
Base  Salary  set forth in Section 3.1 above as a  bonus  if  the
Company  shall  achieve not less than 85% of the Approved  Annual
Financial Plan and if the Approved Annual Financial Plan  is  met
or  exceeded  the bonus will increase.  The bonus shall  be  paid
within  seven  (7) days after the Independent Public  Accountants
regularly  employed by the Company shall complete and  distribute
the  annual audit of the Company for the prior fiscal year.   The
details  of  such  formula bonus program will  be  set  forth  in
writing on or before December 31, 1995.

      4.    Death  During  Employment.  This  Agreement  and  all
rights,  benefits and obligations of the parties hereunder  shall
immediately  terminate  upon the death of Employee,  except  that
Employee's  legal  representative shall be  entitled  to  receive
payments based on the Base Salary specified in Section 3.1 hereof
to  the  last day of the month next following the month in  which
Employee's  death occurs and Employee's estate shall be  entitled
to  receive a prorated portion of the percentage bonus  described
in  Section  3.4.   The bonus shall be prorated  based  upon  the
portion  of  the  calendar year before the employee's  death  and
shall  be  paid  within ninety (90) days after  the  end  of  the
calendar year in which the Employee's death occurs.

      5.    Disability.   If Employee shall become  disabled,  as
herein  defined, the Company may, upon thirty (30)  days  written
notice,  terminate  Employee's  employment  hereunder  as  herein
provided.  For the purposes of this Agreement, "disability" shall
be  defined  as  substantial impairment, physical or  mental,  of
Employee's  ability to substantially perform his  duties  as  set
forth  herein if such impairment continues for a period of ninety
(90) continuous days.  Such determination of disability shall  be
certified  by  three  qualified and licensed physicians,  one  of
which is to be selected by the Company, one is to be selected  by
the  Employee  or  Employee's designee and the  other  is  to  be
selected  by  the  other two physicians  selected.   If  the  two
physicians  selected  by the Company and Employee  or  Employee's
designee can not agree upon a third physician within thirty  (30)
days, a third physician will be selected by the head of the Bexar
County  Medical Association.  The determination of a majority  of
the  physicians as to Employee's disability shall control and  be
binding  upon  the  parties  hereto and  their  respective  legal
representatives  and successors.  Company shall continue  to  pay
Employee  his  full Base Salary compensation up to and  including
the  date  of  termination.  Upon such termination,  all  rights,
benefits   and   obligations  of  the  parties  hereunder   shall
immediately terminate, except that Employee shall be entitled  to
receive  a prorated portion of the percentage bonus described  in
Section  3.4.  The bonus shall be prorated based upon the portion
of  the calendar year before the Employee's disability and  shall
be  paid  within ninety (90) days after the end of  the  calendar
year in which the Employee's disability occurs.

     6.   Termination.

           6.1. Termination.  This Agreement may be terminated by
Employee  upon  thirty (30) days written notice to  the  Company.
Upon  termination  of  this Agreement, all rights,  benefits  and
obligations of the parties hereunder shall immediately  terminate
and  neither party shall have any further obligation to the other
except  the payment by Company to Employee of compensation  based
on  the  Base Salary specified in Section 3.1 hereof through  the
date  of  termination, and the rendition of services by  Employee
through such date of termination.

           6.2. Termination for Cause.  Company may terminate and
discharge  Employee for cause (as defined herein)  at  any  time,
effective immediately upon the giving of notice to such effect to
Employee.  Such discharge shall be effected by written notice  to
Employee   which   shall  specify  the  reasons  for   Employee's
discharge.   As  used  herein, the term "for  cause"  shall  only
include (i) Employee's theft or fraud, (ii) Employee's conviction
of  a  felony,  (iii)  Employee's  violation  of  the  terms  and
conditions  of Sections 8.1 or 9, or (iv) Employee's  failure  to
comply  with  all reasonable policies, standards, and regulations
of the Company or any of its affiliated companies in effect as of
the  date  of  this Agreement and failure to cure such  violation
within thirty days after receipt of written notice thereof.

     7.   Vacation and Benefits.

          7.1. Vacation and Benefits.  Employee shall be entitled
to  three  (3) weeks paid vacation time each calendar year.   The
times  for such vacation shall be mutually agreed upon by Company
and  Employee.  Vacation time not used in one calendar year shall
carry  over and may be used in the next calendar year;  provided,
however,  Employee  shall not be entitled to more  than  six  (6)
weeks  of  vacation time in any one calendar year;  and  provided
further,  that  vacation time carried over to the  next  calendar
year shall not exceed six (6) weeks.  As a full-time employee  of
Company, Employee shall be entitled to participate in such  other
fringe  benefits  as  are formally adopted  by  Company  and  its
affiliated companies from time to time for and on behalf  of  its
full-time  employees.  In this regard, during the Term,  Employee
shall  be  eligible  to  participate, and shall  be  entitled  to
participate, in any

          (i) pension, profit sharing, bonus, stock option, stock
     ownership  or similar plans or programs of Company  and  its
     affiliated   companies  established   for   or   benefitting
     executive employees, or

            (ii)      group insurance, hospitalization,  medical,
     health  and accident, disability or similar insurance  plans
     or  programs  of  Company and its affiliated  companies  now
     existing or hereafter established, to the extent that he  is
     eligible under the general provisions thereof.

          7.2. Stock Options.  Taco Cabana will grant to Employee
an  option  to  acquire  200,000  shares  of  common  stock  (the
"Option") at an exercise price not less than the closing price of
the  common  stock on the effective date of grant.   Such  Option
will  vest  in  five equal annual installments of  40,000  shares
each,  commencing  on June 6, 1996; provided, however,  that  any
portion  of  such  Option to the extent  not  vested  shall  vest
immediately upon any Change of Control of the Company during  the
term  hereof  (as Change of Control is defined in the  Employee's
Stock  Option Agreement to be entered into to evidence the Option
referenced herein).  Such Stock Option Agreement will be  entered
into no later than sixty days from September 15, 1995.

     8.   Restrictive Covenants.

           8.1.  During Employment.  Employee is hired by Company
as  a  full-time  employee and Employee agrees to  use  his  best
efforts  to  serve and advance the interests of Company  and  its
affiliated companies well and faithfully and to devote  his  full
time and attention exclusively to the business of Company and its
affiliated  companies  for  so  long  as  he  shall  be  employed
hereunder.   During  the Term, Employee shall  not,  directly  or
indirectly,  alone  or  as a member of a  partnership  or  as  an
officer,  director,  shareholder  or  consultant  of  any   other
corporation,  be  engaged in or concerned with  any  business  or
commercial activities, duties or pursuits whatsoever, other  than
those  of  Company.   Without  limiting  the  generality  of  the
foregoing,  Employee  shall  not, directly  or  indirectly,  own,
manage,  operate, join, control, participate in or  be  connected
with  as  an  officer,  director, employee, consultant,  partner,
shareholder or individual, in or with any business or  occupation
which  is  a  competitor with Company or any  of  its  affiliated
companies.   Notwithstanding  anything  to  the  contrary  herein
contained, nothing herein shall be construed to prohibit Employee
from  making  passive  personal  investments  or  writing  books,
screenplays  or other literary endeavors during periods  of  time
outside  normal  and customary business hours  and  such  passive
investments  and  any  screenplays, books or  literary  endeavors
written  by  the  Employee shall remain his  sole  and  exclusive
property, together with any commercialization proceeds thereof.

           8.2.  After  Termination of Employment.   For  and  in
consideration of the promises herein contained and for other good
and  valuable consideration the receipt and sufficiency of  which
is  hereby acknowledged, Employee agrees that for a period of two
(2)  years  after  Employee's employment is  terminated  for  any
reason,  Employee shall not, directly or indirectly, own, manage,
operate,  control,  participate in or be  connected  with  as  an
officer, director, employee, consultant, partner, shareholder  or
individual,  in or with any business or occupation which  owns  a
Mexican   fast   food  restaurant  or  Mexican  "quick   service"
restaurant in the continental United States.

      9.    Protection  of  Confidential  Information.   Employee
acknowledges  that  in his employment with Company  hereunder  he
occupies  a position of trust and confidence and that during  the
Term  of  this Agreement, he will have access to and will  become
familiar  with  many  confidential affairs  of  Company  and  its
affiliated  companies, including, without limitation, information
about  costs,  profits, markets, sales, products, key  personnel,
pricing  policies, operational methods, trade secrets,  technical
processes  and  other  business affairs and  methods,  plans  for
future  developments and other information not readily  available
to   the   public   (collectively  "Confidential   Information").
Employee  covenants  and  agrees that he  will  keep  secret  all
Confidential Information of Company and that he will not disclose
any  of  such  Confidential Information, directly or  indirectly,
unless  he  is  compelled  to disclose it  by  judicial  process.
Employee  further covenants and agrees that he will not  use  any
such  Confidential Information in any way, either during the Term
of  this  Agreement or at any time thereafter, except as required
in  the course of his employment.  All files, records, documents,
drawings,  specifications,  equipment  and  other  similar  items
relating  to  the business of Company shall remain the  sole  and
exclusive  property  of  Company and  shall  not  be  removed  by
Employee  from  the  premises of Company under any  circumstances
whatsoever without the prior written consent of Company and shall
in  no  way be reproduced or copied by Employee without the prior
written consent of Company.  Employee agrees to deliver or return
to Company, upon termination of his employment, all copies, data,
drawings, prints and written information furnished by Company  or
prepared  by  Employee  during the  Term  of  this  Agreement  in
connection with his services hereunder.  Employee will retain  no
copies  thereof  after  termination of his employment.   Employee
hereby  releases  and transfers, assigns and conveys  any  right,
title  or  interest  Employee may have in any  trademarks,  trade
names,  service  marks, service names or other proprietary  marks
("Marks") of Company or any of its affiliated companies,  whether
presently  existing or hereafter developed, and  Employee  agrees
not  to  undertake either during the Term hereof or at  any  time
thereafter,  to  apply for any registration with respect  to  any
such  Mark  except  on behalf of the Company  or  any  affiliated
company  pursuant to a specific written directive  from  Company.
Employee  is an attorney and should he develop legal form  files,
form  agreements or other similar attorney work products that  do
not  contain Company confidential information, Employee shall  be
entitled   to  retain  copies  of  such  attorney  work   product
notwithstanding anything to the contrary herein contained.

      10.   Specific Remedy.  Company and Employee agree that  in
the  event Employee commits a material breach of Sections 8 or  9
of  this Agreement, Company shall have, in addition to any  other
remedies  provided  by law, the right and  remedy  to  have  such
provision  specifically  enforced  by  any  court  having  equity
jurisdiction,  it  being acknowledged and agreed  that  any  such
breach  or  threatened  breach will cause irreparable  injury  to
Company  and  that  money damages will not  provide  an  adequate
remedy to Company.

      11.   Prohibition Against Assignment.  Employee  agrees  on
behalf  of  himself and of his executors, administrators,  heirs,
legatees,  distributees and any other person or persons  claiming
any  benefits through or under him under this Agreement that this
Agreement  and its rights, interests and benefits  shall  not  be
assigned,  transferred, pledged or hypothecated  in  any  way  by
Employee   or   any  executor,  administrator,   heir,   legatee,
distributee or other person claiming through or under Employee by
virtue  of this Agreement, and shall not be subject to execution,
attachment   or  similar  process.   Any  attempted   assignment,
transfer,  pledge  or  hypothecation,  or  disposition  of   this
Agreement  or of such rights, interests and benefits contrary  to
the  above  provisions, or the levy of any attachment or  similar
process thereupon, shall be null and void and without effect.

     12.   General.

           12.1. Severability.  The provisions of this  Agreement
are  severable  and  the  invalidity or unenforceability  of  any
provision  hereof shall not affect the validity or enforceability
of  any  other  provision.  In addition, in the  event  that  any
provision of this Agreement (or portion thereof) is determined by
a  court  to be unenforceable as drafted by virtue of the  scope,
duration,   extent  or  character  of  any  obligation  contained
therein, the parties acknowledge that it is their intention  that
such  provision  (or portion thereof) shall  be  construed  in  a
manner  designed to effectuate the purposes of such provision  to
the maximum extent enforceable under applicable law.

          12.2. Waiver. Failure or delay in insisting upon strict
compliance with any provision hereof shall not be deemed a waiver
of  such provision or any other provision hereof with respect  to
prior,  contemporaneous or subsequent occurrences.  No waiver  by
either  party of any right hereunder or of any default  shall  be
binding  upon  such party unless such waiver is  in  writing  and
signed by a duly authorized officer of such party.

         12.3. Remedies Cumulative.  All remedies provided for in
this Agreement shall be cumulative and in addition to and not  in
lieu  of any other remedies available to either party at law,  in
equity or otherwise.

           12.4.  Notice.   Any notice, demand, payment,  request,
response  or other communication contemplated herein or  required
or  permitted to be given hereunder shall be deemed to  be  given
and  sufficient in all respects if given in writing, by  personal
delivery  or  by  United  States Mail,  Certified  Mail,  Postage
Prepaid,  Return  Receipt  Requested  to  the  parties   at   the
respective addresses set forth below:

               if to Company:      262 Losoya, Suite 330
                                   San Antonio, Texas 78205

               if to Employee:     Employee's  address
                                   as recorded
                                   in the Personnel Files of
                                   the Company

or   to  such  other  address  as  the  party  to  receive   such
communication  has  last designated by notice  delivered  to  the
other  party  in  accordance with the foregoing provisions.   All
notices shall be effective upon receipt.

           12.5. Entire Agreement. This Agreement constitutes the
entire  understanding and agreement between  the  parties  hereto
with  respect  to  the subject matter hereof and  supersedes  any
prior  understanding  or agreement (including  the  prior  signed
Employment Agreement entered into September 15, 1995,  which  was
inadvertently and mistakenly executed and shall be deemed to have
never been of any force or effect) between Company or any of  its
affiliated   companies  and  Employee  relating   to   Employee's
employment  with  Company  or any of  its  affiliated  companies.
There   are  no  representations,  agreements,  arrangements   or
understandings,  oral or written, between or  among  the  parties
hereto relating to the subject matter of this Agreement which are
not fully expressed herein.

          12.6. Amendment.  This Agreement may not be modified or
amended  except by written agreement executed by all the  parties
to this Agreement at the time of such amendment.

          12.7.  Governing Law.  This Agreement shall be governed
by  and  construed in accordance with the laws of  the  State  of
Texas,  and  the parties hereto hereby agree that  the  sole  and
exclusive  place of jurisdiction for resolution of  any  disputes
arising  hereunder or related hereto shall be San Antonio,  Bexar
County, Texas.

          12.8.  Binding Effect and Assignment.  Subject  to  the
restrictions  against assignment set forth in  Section  11,  this
Agreement  and the terms and conditions hereof shall  be  binding
upon  and  inure  to  the  benefit of the parties  hereto,  their
respective legal representatives, successors and assigns.

          12.9.  Captions  and  Section Headings.   Captions  and
section  headings used herein are for convenience only and  shall
not be used in construing this Agreement.

           12.10.      Language.   The  language  used  in   this
Agreement  shall be deemed to be language chosen by both  parties
hereto  to  express their mutual intent, and no  rule  of  strict
construction  against either party shall apply  to  any  term  or
condition of this Agreement.

          12.11.      Further  Assurances.  Each of  the  parties
hereto  agrees  to perform any further acts and  to  execute  and
deliver  any further documents which may be reasonably  necessary
to  carry  out  the purpose or intent of the provisions  of  this
Agreement.

         12.12.     Counterparts.  This Agreement may be executed
in  several  counterparts,  each of  which  shall  constitute  an
original,  but  all of which taken together shall constitute  one
single agreement between the parties hereto.

          12.13.     Indemnity.  The Company shall indemnify  the
Employee and hold him harmless for any acts or decisions made  by
him  in  good faith while performing services for the Company  as
Employee and/or agent of Company and, in addition thereto,  shall
use  its best efforts to obtain insurance coverage for him  under
any  insurance policy now in force or hereinafter obtained during
the term of this Agreement covering the officers and directors of
the Company against lawsuits as Employee and/or agent of Company.
The  Company  will  pay all expenses, including attorneys'  fees,
actually  and necessarily incurred by the Company or Employee  in
connection  with the defense of any such act, suit or  proceeding
and  in  connection with any appeal thereon, including  costs  of
court settlement.


     IN WITNESS WHEREOF, the parties have executed this Agreement
on the 15th day of September, 1995, effective as of the Effective
Date.


               COMPANY:

                              TACO CABANA, INC.


                              BY:
                              ITS:


               EMPLOYEE:



                              JAMES A. ELIASBERG