**Exhibit
      10.1**





**CONFIDENTIAL** ****** **SETTLEMENT
      AND RELEASE AGREEMENT**





This
      Confidential Settlement and Release Agreement (“Agreement”) is effective as of
      the 18th day of June, 2008, and regards the following:





**1.**  **Parties**  The
      following are the “Parties” to this Agreement:





1.1  “EL
      POLLO LOCO, INC.” .
      All
      references in this Agreement to “EL POLLO LOCO, INC.” shall mean El Pollo Loco,
      Inc. and its parent corporation, Chicken Acquisition Corp., Inc. All references
      in this Agreement to the **** “EL
      POLLO
      LOCO, INC. Released Parties” shall mean and include EL POLLO LOCO, INC. and all
      of its past and present parent companies, subsidiaries, divisions, affiliates,
      related entities, joint ventures, predecessors, successors and assigns, and
      all
      their respective agents, subcontractors, subrogees, sureties, insurers,
      co-insurers, reinsurers, servants, and attorneys, and all their respective
      present and former partners, principals, members, directors, officers,
      employees, stockholders and owners, and all their respective representatives,
      heirs, executors, personal representatives, administrators, transferees and
      assigns and anyone claiming by or through them individually and/or
      collectively.





1.2  “Pollo
      Loco Mexico” – All references in this Agreement to “Pollo Loco Mexico”
shall mean El Pollo Loco, S.A. de C.V.





1.3  “Pollo
      Loco Mexico Released Parties” - All references in this Agreement to the “Pollo
      Loco Mexico Released Parties” shall mean and include “Pollo Loco Mexico,” Jose
      Ochoa, Francisco Ochoa, and all other members of the Ochoa family, their
      respective past and present parent companies, subsidiaries, divisions,
      affiliates, related entities, joint ventures, predecessors, successors and
      assigns, and all their respective agents, subcontractors, subrogees, insurers,
      co-insurers, reinsurers, servants and attorneys, present and former partners,
      principals, members, directors, officers, employees, stockholders and owners,
      and all their respective representatives, heirs, executors, personal
      representatives, administrators, transferees and assigns.


1





**2.**  **Recitals**





2.1  For
      the
      consideration and covenants described in further detail herein, Pollo Loco
      Mexico, has agreed to settle and compromise any and all Claims and Unknown
      Claims that were raised, could have been raised, and/or that relate in any
      way
      to any or all of the following: (a) the Intellectual Property Agreement attached
      hereto as Exhibit “A,”; (b) the facts and circumstances underlying the following
      lawsuit, Case No. 5:045 cv.000048, *El
      Pollo Loco, S.A. de C.V. v. El Pollo Loco, Inc.* ,
      in the
      United States District Court for the Southern District of Texas, Laredo Division
      (“the District Court Lawsuit”); and/or (c) the following appeal, No. 08-40004, *El
      Pollo Loco, S.A. de C.V. v. El Pollo Loco, Inc.* ,
      in the
      United States Court of Appeals for the Fifth Circuit (the “Fifth Circuit
      Appeal”) (collectively, the ** “Pollo
      Loco Mexico Dispute”).





2.2
      For
      the consideration and covenants described herein, Pollo Loco Mexico has also
      agreed: (a) to release, in full, the judgment entered against EL POLLO LOCO,
      INC. in the District Court Lawsuit; (b) to join and support a motion to return
      to EL POLLO LOCO, INC. the sum of $1,087,500, plus interest, currently on
      deposit in the registry of the District Court (the “Registry Deposit”); and, (c)
      to join and support a motion to release the Safeco bond securing the judgment
      entered against EL POLLO LOCO, INC. in the District Court
      Lawsuit.


2





**3.**  **Settlement
      Payment and Conditions**





3.1  On
      or
      before June 23, 2008, and on the terms and conditions described herein, EL
      POLLO
      LOCO, INC. or its assigns or representatives agrees to pay, or cause to be
      paid,
      to Pollo Loco Mexico the total sum of $10,722,860.00 (“Settlement Payment”), in
      full and final settlement of the Pollo Loco Mexico Dispute, of which
      $3,031,500.00 shall be for reimbursement of costs of court, and the remainder
      to
      compensate Pollo Loco Mexico for injuries suffered as a result of EL POLLO
      LOCO,
      INC.’s alleged false filing of a trademark registration with the IMPI. On or
      before June 23, 2008, EL POLLO LOCO, INC. shall make the Settlement Payment
      through wire-transfer to counsel for the Pollo Loco Mexico, per wiring
      instructions as follows:.





**INCOMING
      WIRE TRANSFER INSTRUCTIONS**


International
      Bank of Commerce


1200
      San
      Bernardo Avenue


Laredo,
      Texas 78042


**ABA:** 114
      902
      528





**OUR
      ACCOUNT NO.:**


**A.**
            IOLTA:
            6002578838**BENEFICIARY:**
            CASTILLO
                SNYDER, P.C.Bank
                of America Plaza, Suite 1020300
                ConventSan
                Antonio, Texas 78205





3.2  Counsel
      for Pollo Loco Mexico shall hold the Settlement Payment in escrow until all
      of
      the conditions set out in this paragraph 3.2. have been satisfied:





A.  Within
      three business days of the execution of this agreement, Pollo Loco Mexico shall
      join EL POLLO LOCO, INC. in the filing of three pleadings in the District
      Court:





1.  A
      Joint
      Motion to Return to EL POLLO LOCO, INC. Funds on Deposit in Registry. The form
      of this motion is attached hereto as Exhibit “B.”


3





2.  A
      Joint
      Motion to Release Surety Bond, seeking the unconditional release of Safeco
      Insurance Company of America for any and all obligations under bond number
      6462586 issued on or about 12/18/07 on behalf of El Pollo Loco, Inc. The form
      of
      this motion is attached hereto as Exhibit “C”; and





3.  A
      Release
      of Final Judgment and Judgment Lien signed by Pollo Loco Mexico. The form of
      the
      Release of Final Judgment is attached hereto as Exhibit “D.”





B.  The
      District Court shall have entered the following Orders:





1.  An
      Order
      directing the Clerk to release the Registry Deposit to EL POLLO LOCO,
      INC..





2.  An
      Order
      releasing Safeco Insurance Company of America for any and all obligations under
      bond number 6462586 issued on or about 12/18/07 on behalf of El Pollo Loco,
      Inc.





B.  Pollo
      Loco Mexico shall execute the assignment attached hereto as Exhibit “E.” By its
      signature on this agreement, and its signature on Exhibit “E,” Pollo Loco Mexico
      acknowledges that EL POLLO LOCO, INC. has executed all documents necessary
      to:
      (a) return to Pollo Loco Mexico the intellectual property originally conveyed
      pursuant to the Intellectual Property Agreement attached hereto as Exhibit
“A,”
and (b) satisfy the provisions of the District Court Judgment requiring the
      return of the Intellectual Property to Pollo Loco Mexico. Pollo Loco Mexico
      further represents and warrants that no further documents, or rights, titles,
      or
      interests remain owing to Pollo Loco Mexico by reason of either the District
      Court Judgment or Exhibit “A.” El Pollo Loco, Inc. agrees that it will cease and
      refrain from the use of the Intellectual Property assigned under the assignment
      attached hereto as Exhibit E.


4





3.3.  Upon
      the
      last to occur of the conditions described in paragraph 3.2, counsel for Pollo
      Loco Mexico may release the settlement funds to Pollo Loco Mexico. Upon the
      last
      to occur of the conditions described in paragraph 3.2, EL POLLO LOCO, INC.
      shall
      dismiss the Fifth Circuit Appeal, with prejudice. Should it be necessary to
      obtain a further extension of the briefing schedule in order to accomplish
      the
      conditions set out in paragraph 3.2, Pollo Loco Mexico shall join EL POLLO
      LOCO,
      INC. in seeking an additional thirty day extension of the briefing schedule
      in
      the Fifth Circuit Appeal.





3.4.  Other
      than as set forth in paragraph 3.1, each party hereto shall pay its own costs,
      expenses and attorneys’ fees incurred or to be incurred in connection with the
      Pollo Loco Mexico Dispute and this Agreement.





**4.**  **Release
      of Claims And Representations**





4.1  Pollo
      Loco Mexico, for good and valuable consideration, the sufficiency of which
      is
      hereby acknowledged, forever releases EL POLLO LOCO, INC. and the EL POLLO
      LOCO,
      INC. Released Parties from any and all Claims and Unknown Claims of any nature
      whatsoever that Pollo Loco Mexico ever had, now has, or can, shall or may have,
      by reason of any matter, cause or thing occurring from the beginning of the
      world to the date of this Agreement, whether known or unknown, (a) arising
      out
      of or in any way related to the facts, transactions, allegations, and claims
      of
      liability described in the District Court Lawsuit, or (b) that were brought
      or
      alleged, or could have been brought or alleged, in the District Court Lawsuit,
      or (c) that relate in any way to the Pollo Loco Mexico Dispute. Pollo Loco
      Mexico, represents and warrants that it is authorized to execute and grant
      this
      broad release for itself, and for and on behalf of any member of the Ochoa
      family who claims (or could have claimed) that it suffered injury in connection
      with the Pollo Loco Mexico Dispute.


5





4.2  EL
      POLLO
      LOCO, INC., for good and valuable consideration, the receipt and sufficiency
      of
      which it hereby acknowledges, forever releases Pollo Loco Mexico from any and
      all Claims and Unknown Claims, of any nature whatsoever against Pollo Loco
      Mexico that EL POLLO LOCO, INC. ever had, now has, or can, shall or may have,
      by
      reason of any matter, cause or thing occurring from the beginning of the world
      to the date of this Agreement, whether known or unknown, (a) arising out of
      or
      related to the facts, transactions, allegations, and claims of liability
      described in District Court Lawsuit; (b) that were brought or alleged or could
      have been brought or alleged in the District Court Lawsuit, or (c) that relate
      in any way to the Pollo Loco Mexico Dispute.





4.3  “Claims”
      shall mean any claim or claims, action or actions, cause or causes of action,
      arising under the law of any state or country, whether in law or in equity,
      and
      includes all suits, liens, liabilities, claims, demands, obligations, damages
      of
      any kind (including punitive or consequential damages), losses, costs or
      expenses, specific performance, rescission, equitable remedies, and attorneys’
fees of any nature whatsoever, including, without limitation, claims based
      on
      breach of contract, fraud, libel, slander of title, diminution or destruction
      of
      intellectual property, infringement, or any other legal duty, legal fault,
      negligence, offense, quasi-offense, contract, fraud, dolus, illicit acts, or
      moral damages, damage to personal or business reputation, damage to franchisees,
      damage to brand, any violation of copyright, trademark, or other intellectual
      property law, any violation of Mexican law, or any other theory of liability.
      The Parties specifically acknowledge that, as used in this Agreement, the term
      “Mexican law” means any and all statutory or common law of any government entity
      in the Republic of Mexico, including but not limited to the law of the Federal
      District of Mexico, the law of any Mexican state or local government, whether
      embodied in statute, judicial decision, or common law, and any laws arising
      under or relating to any treaty to which Mexico is a party.


6





4.5  “Unknown
      Claims” means any and all Claims including, without limitation, any Claim that
      the Parties do not know or even suspect to exist in their favor at the time
      of
      this Agreement, which, if known by the Parties, may have affected their decision
      to sign this Agreement. The Parties also hereby acknowledge that they may
      hereafter discover facts in addition to or different from those which they
      now
      know or believe to be true with respect to the subject matter of the matters
      released herein, but the Parties shall have fully, finally and forever settled
      and released any and all such matters, as provided in this Agreement, whether
      known or unknown, suspected or unsuspected, contingent or non-contingent, which
      now exist or heretofore have existed upon any theory of law or equity now
      existing or coming into existence in the future.





4.6  The
      Parties each acknowledge that they have been advised by legal counsel about
      and
      are familiar with the provisions of California Civil Code Section 1542, which
      provides as follows:





“A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
      WHICH
      IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
      WITH
      THE DEBTOR.”





The
      Parties, being aware of said Code section, hereby expressly release and waive
      any rights or claims they may have thereunder, as well as rights or claims
      under
      any other similar, comparable, or equivalent provisions of Mexican law, and
      any
      law of the United States of America, or any American state or otherwise, whether
      embodied in statute or common law (hereafter “Release and Specific Waiver of
      Unknown Claims”). The Parties acknowledge that they understand the significance
      and consequence of their Release and Specific Waiver of Unknown Claims. The
      Parties affirm that this Release and Specific Waiver is not a mere
      recital.  Rather, it is a specifically bargained-for provision of this
      Agreement.  The Parties affirm that they are aware that neither Party would
      have entered into this Agreement but for the other Party’s agreement to a full
      waiver of all claims of any type and description, as provided, including Unknown
      Claims.  The Parties have included this Release and Specific Waiver of
      Unknown Claims in this Agreement in order to procure certainty in their
      affairs.


7





4.7  This
      Agreement is entered into in the interests of avoiding the expenses and
      uncertainties of litigation, and in order to buy peace. Neither the payment
      of
      the Settlement Payment described in Section Three (3) of this Agreement, nor
      this Agreement, nor any of its terms and provisions shall be deemed to be an
      admission of any liability, or wrongful conduct of any kind, however described,
      on the part of EL POLLO LOCO, INC. or Pollo Loco Mexico. Any and all of the
      allegations of liability made against EL POLLO LOCO, INC. are completely and
      specifically denied by EL POLLO LOCO, INC..




4.8  Neither
      this Agreement nor any of its terms and provisions nor any of the negotiations
      or proceedings in connection with it shall be offered or received in evidence
      in
      any action or proceedings of any kind other than such proceedings as may be
      necessary to consummate, defend, enforce or give effect to this
      Agreement.





4.9.  Pollo
      Loco Mexico stipulates and agrees that any claim by any member of the Ochoa
      family that arises from or relates to the Pollo Loco Mexico Dispute shall be
      barred as a matter of law by this Agreement.





4.10.  In
      consideration of the Settlement Payment and as a material term of this
      Agreement, Pollo Loco Mexico agrees that EL POLLO LOCO, INC. shall be protected
      from any claims arising from or relating to the Pollo Loco Mexico dispute by
      any
      affiliates of Pollo Loco Mexico or by any member of the Ochoa family. In the
      event any such claim is filed, Pollo Loco Mexico shall immediately be obligated
      to defend and indemnify EL POLLO LOCO, INC. for all of its defense costs, as
      and
      when they are incurred, and shall likewise indemnify and hold harmless EL POLLO
      LOCO, INC. from any damages or equitable relief, including exemplary damages
      or
      damages arising under Mexican law.


8





**5.**  **Dismissal**





5.1  Within
      three business days of the execution of this Agreement, Pollo Loco Mexico and
      EL
      POLLO LOCO, INC. shall file jointly the Motions contemplated by Paragraph 3.2.
      Such motions shall, however, be filed by Gibbs & Bruns, LLP acting as
      counsel for EL POLLO LOCO, INC.. Within three business days of the entry of
      the
      Orders contemplated by Paragraph 3.2 hereof, EL POLLO LOCO, INC. shall dismiss
      its Appeal with prejudice.





**6.**  **Confidentiality**





6.1  The
      Parties acknowledge and agree that the terms of this settlement are
      confidential. The Parties agree to maintain them as confidential, as described
      herein. To that end and in consideration of the provisions, promises, releases,
      agreements, and covenants herein, the Parties hereby acknowledge and agree
      that
      they shall not disclose, directly or indirectly, to any person not a Party
      to
      this Agreement, except as hereinafter recited, the terms of this Agreement
      other
      than to acknowledge that a settlement has been reached. The Parties further
      acknowledge and agree that they will not initiate or participate in media
      coverage of this settlement or disclose the terms of the Agreement or comment
      upon publicly the Agreement or its terms other than to state generally that
      a
      satisfactory settlement has been reached, except as provided below. The Parties
      further acknowledge and agree that providing a copy of this Agreement or any
      portion thereof to any person or entity not a Party to this Agreement
      constitutes a disclosure of the terms of the Agreement and would violate this
      provision of the Agreement, except as provided below.


9





6.2  Notwithstanding
      the foregoing paragraph, the Parties recognize that certain disclosures
      regarding this settlement may be required by law or the securities regulations
      of the United States or states within the United States. This Agreement does
      not
      prohibit such required disclosures. The Parties agree, however, that if a public
      disclosure regarding the amount of the settlement is required pursuant to this
      paragraph, the Party making such disclosure shall state that the settlement
      is
      confidential, and shall disclose only so much as is required to be disclosed
      by
      reason of applicable law or regulation. The Parties further recognize that
      this
      Agreement may be disclosed to such officers, agents, accountants, employees,
      and
      creditors of EL POLLO LOCO, INC. or its affiliates who have a need to know
      about
      the Agreement, provided, however, that such persons shall be cautioned that
      the
      agreement is confidential and may not be disseminated further.





6.3.  In
      the
      case of a subpoena or court order or other third party legal request seeking
      or
      purporting to require access to this Agreement or information about its terms
      (a
“Disclosure Request”), the Party receiving such Disclosure Request agrees to
      notify the other Party promptly upon receipt of the Disclosure Request, and
      to
      provide a copy thereof to the other Party. The Parties agree to use their best
      efforts, as permitted by applicable law, to cooperate in any reasonable efforts
      to prevent or limit the disclosure of the Agreement or any confidential
      information relating to the Agreement (e.g., efforts to obtain an appropriate
      protective order, stay of disclosure or other available similar remedy) and
      to
      provide the other Party with a reasonable opportunity to take action to prevent
      the production of the Agreement or disclosure of any confidential information
      relating to the Agreement.


10





**7.**  **Miscellaneous**





7.1  Successors
      and Assigns. In
      executing and consenting to this Agreement, Pollo Loco Mexico and EL POLLO
      LOCO,
      INC., each of them and collectively, hereby bind their heirs, family members,
      assigns, and successors in business or interest, and all persons and entities
      claiming through them.





7.2  Modification. Neither
      this Agreement nor any provision thereof can be modified or waived in any way,
      except in writing and with the express written consent of all Parties to this
      Agreement.





7.3  Governing
      Law. This
      Agreement shall be governed by the laws of the State of Texas, without regard
      to
      the conflicts of law principles thereof. The Parties hereto submit themselves
      to
      the jurisdiction of the District Court of the Southern District of Texas
      (Honorable Micaela Alvarez, Presiding) for purposes of the enforcement of this
      Agreement.





7.4  Warranty .
      The
      undersigned signatories for Pollo Loco Mexico acknowledge, represent and warrant
      that they are the sole and lawful owners of all rights, title and interests
      in
      any and all of the claims and/or causes of action released herein, or that
      they
      are duly authorized agents or representatives the lawful owners of such rights,
      title and interests, and that none of those claims or causes of action have
      been
      assigned, sold, transferred, conveyed, or otherwise disposed of, whether such
      assignment, sale, transfer, conveyance, or other disposition has occurred by
      operation of law or otherwise.





7.5  Complete
      Agreement. The
      Parties intend and agree that the terms set forth in this Agreement, including
      all exhibits hereto, are intended by the Parties as a complete, final and
      exclusive expression of their mutual agreements, waiver and general release
      of
      all claims with respect to the Pollo Loco Mexico Dispute, and supersedes any
      other prior or contemporaneous oral or written agreements, proposed agreements,
      negotiations and discussions with respect to the subject matter hereof, except
      to the extent, if any, expressly incorporated by reference herein.


11





7.6  Headings. The
      headings of the sections and paragraphs contained herein are for reference
      and
      convenience only and are not to be used to define, limit, or construe the
      express provisions of this Agreement.





7.7  Authority. The
      individuals who execute this Agreement represent and warrant that: (i) they
      are
      duly authorized to execute this Agreement on behalf of the Party that they
      purport to represent and that they have the requisite power and authority to
      deliver and perform all of their obligations under this Agreement; (ii) no
      other
      signature, act or authorization is necessary to bind such entity to the
      provisions of this Agreement; (iii) Pollo Loco Mexico, is authorized to execute
      this release for itself and on behalf of any and all members of the Ochoa family
      who claim (or could have claimed) any injury in connection with the Pollo Loco
      Mexico Dispute; and (iv) the Parties named herein are all the necessary and
      proper parties to this Agreement.





7.8  Knowledge,
      Review and Interpretation. The
      undersigned Parties, and each of them, acknowledge, declare, and agree that:
      (i)
      they have consulted legal counsel about this Agreement, or have had the
      opportunity to do so and have voluntarily chosen not to do so; (ii) they have
      had adequate time and opportunity to review the terms of this Agreement, have
      carefully read it, and have a full understanding of the terms hereof; (iii)
      they
      are sophisticated parties that have negotiated this Agreement at arm’s length
      and cooperated in drafting and in preparing this Agreement, and accordingly,
      expressly waive any rule of law or any legal decision that would require
      interpretation of any ambiguities in this Agreement against the Party that
      has
      drafted it; and, (iv) they have entered into this Agreement voluntarily and
      intend to be legally bound to the provisions of this Agreement, which shall
      be
      interpreted in a reasonable manner to effect the purposes of this
      Agreement.


12


7.9  Multiple
      Counterparts. This
      Agreement may be executed in multiple counterparts. For purposes of this
      Agreement, facsimile documents will be deemed to be equal to originals.





7.10  Pending
      Appeal. This
      agreement is binding regardless of any rulings that may later be issued by
      the
      United States District Court or by the United States Court of Appeals for the
      Fifth Circuit.




7.11  Notice. Any
      notice required by this Agreement shall be deemed delivered if sent by overnight
      service or by facsimile as follows:




If
      to EL
      POLLO LOCO, INC.:





Jerry
      Lovejoy


General
      Counsel


El
      Pollo
      Loco, Inc.


3535
      Harbor Blvd, Suite 100


Costa
      Mesa, CA 92626


jlovejoy@elpolloloco.com





With
      copies to:





Kathy
      D.
      Patrick / Jennifer Greer


Gibbs
      & Bruns, LLP


1100
      Louisiana


Houston,
      TX 77002


kpatrick@gibbs-bruns.com


jgreer@gibbs-bruns.com





If
      to
      Pollo Loco Mexico:





Sr.
      Juan
      Francisco “Pancho” Ochoa


El
      Palenque, Inc.


4515
      San
      Bernardo Avenue


Laredo,
      Texas 78041


pancho@tacopalenque.com


cc: melo@tacopalenque.com


13





With
      copies to:





Edward
      C.
      Snyder/Jesse R. Castillo


CASTILLO
      SNYDER, P.C.


Bank
      Of
      America Plaza, Suite 1020


300
      Convent


San
      Antonio, Texas 78205


esnyder@casnlaw.com


jcastillo@casnlaw.com





IN
      WITNESS WHEREOF, the undersigned have approved and executed this Agreement
      as of
      the date written above.





El
                Pollo Loco S.A. de C.V.BY:
            /s/
                Juan Francisco OchoaDate
                6.18.08El
                Pollo Loco, Inc.BY:
            /s/
                Joseph N. SteinDate
                June 18, 2008


14