Exhibit 10.1

    AMENDMENT
      TO 

    EMPLOYMENT
      AGREEMENT

    


    This
      Amendment to Employment Agreement (the “Amendment”) is entered into effective
      this 28th day of March, 2006, between Wayne Kelley (“Employee”) and Steak n
      Shake Operations, Inc. (“SNS”). This Amendment modifies the Employment Agreement
      between the parties entered into on December 29, 2006 (the “Agreement”), a copy
      of which is attached hereto as Exhibit A.

    


    WHEREAS,
      Employee has performed exceptionally under the Agreement and has added
      significant value to the Company by locating outstanding and profitable real
      estate sites and providing advice on current and pending real estate sites;
      and

    


    WHEREAS,
      As a result of Employee’s outstanding results SNS desires to retain Employee’s
      services beyond the termination of the Agreement; and

    


    WHEREAS,
      Employee has found working for SNS rewarding and desires to extend his
      relationship with SNS beyond the expiration of the Agreement; and

     

    NOW
      THEREFORE, based on the foregoing premises and the following promises and
      representations, the receipt and sufficiency of which are hereby acknowledged
      by
      both parties, the parties agree as follows:

    


    	1.  	
            Continued
              Effectiveness of Agreement.
              Except as specifically set forth herein, the terms of the Agreement
              shall
              remain effective. All defined terms in the Agreement shall have the
              same
              meanings herein unless otherwise defined.

          


    


    	2.  	
            Extension
              of Term.
              The first sentence of Paragraph 1 of the Agreement is hereby stricken
              and
              replaced with the following: 

          


    


    Employee
      shall remain a full-time employee of SNS through and including July 13, 2009
      (the “Resignation Date”).

    


    	3.  	
            Duties.
              Paragraph 2 of the Agreement shall be modified to include the following
              at
              the end of the paragraph:

             

          


    Beginning
      April 21, 2007 Employee shall provide good faith efforts to obtain and identify
      real estate sites in the Atlanta and Charlotte DMAs, as well as any other DMAs
      on which SNS reasonably requests him to focus. This work may require less than
      40 hours per week of work. After April 21, 2007 SNS may elect to close its
      office in Charlotte, but will continue to provide Employee with telephone,
      fax
      machine, computer, e-mail and internet access and other business support for
      use
      at his home.

    


    	4.  	
            Compensation.
              Paragraph 3 of the Agreement shall be stricken in its entirety and
              replaced by the following:

          


     

    From
      December 29, 2004 through April 20, 2007 Employee’s annual base salary hereunder
      shall be $205,000, payable in bi-weekly installments on SNS’s normal and
      customary paydays. Employee shall be entitled to earn a bonus of $56,923.08,
      which will be earned, due and payable in a lump sum only if Employee is employed
      by SNS on April 20, 2007. From April 21, 2007 through July 13, 2009 Employee’s
      annual base salary hereunder shall be $75,000, payable in bi-weekly installments
      on SNS’s normal and customary paydays. During his employment hereunder Employee
      shall be entitled to use of a vehicle provided by SNS typical of those provided
      to executives of SNS, subject to Employee’s adherence to SNS’s automobile use
      policies.

    


    
      	
              5.

            	
              Continued
                Service on SNS’s Board.
                Nothing herein shall adversely or positively impact Employee’s continued
                service on the Company’s Board of Directors and Employee’s selection as a
                potential Board member shall continue to be governed by the decision
                of
                the Nominating/Corporate Governance Committee of the
                Board.

            


    

    


    THIS
      AMENDMENT TO EMPLOYMENT AGREEMENT IS ENTERED INTO AS OF THE DATE ABOVE WRITTEN
      AND THE PARTIES AGREE TO BE BOUND BY ITS TERMS BY SIGNING BELOW:

    


    


    /s/ Wayne Kelley

    Wayne
      Kelley

    


    


    Dated:
      March 28, 2006      

    


    “STEAK
      N
      SHAKE OPERATIONS, INC.”

    


    


    /s/ Peter M. Dunn

    Peter
      M.
      Dunn

    President
      and CEO, Steak n Shake Operations, Inc.


    Dated:
      March 28, 2006