<PAGE>


                                                                      EXHIBIT D1



                SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

               This Second Amended and Restated Employment Agreement
("Agreement") effective as of the closing of the Stock Purchase Agreement, as
defined below (the "Effective Date"), by and between CARROLS CORPORATION
("Employer"), a corporation organized under the laws of Delaware and whose
address for the purposes of this agreement is 968 James Street, Syracuse, New
York, 13217 and ALAN VITULI whose principal residence is Old Road, Windham, New
York 12496 ("Employee"):

                              W I T N E S S E T H:

               WHEREAS, pursuant to the terms of an employment agreement dated
January 1, 1995 between Employer and Employee as amended effective April 3, 1996
(together the "Prior Employment Agreement"), Employee has been and is presently
employed by the Employer as its Chairman of the Board and Chief Executive
Officer;

               WHEREAS, concurrently with the execution and delivery hereof,
pursuant to a certain Stock Purchase Agreement (the "Stock Purchase Agreement")
dated as of February 25, 1997, among Carrols Holdings Corporation ("Holdings"),
Atlantic Restaurants, Inc. ("ARI"), Bahrain International Bank (E.C.) (for the
limited purposes set forth therein), Madison Dearborn Capital Partners, L.P.
("MD") and Madison Dearborn Capital Partners II, L.P. (together with MD,
"MDCP"), MDCP has acquired from ARI and Holdings an aggregate of 566,667 shares
of the outstanding common stock of Holdings on a fully diluted basis; and

               WHEREAS, as part of the transactions contemplated by the Stock
Purchase Agreement, the parties thereto have agreed that Employer and Employee
shall enter into this Agreement which shall supersede in its entirety the Prior
Employment Agreement upon the terms and conditions set forth herein;

               NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein set forth and other good and valuable consideration, the
receipt and adequacy of which is mutually acknowledged, it is agreed by and
between the parties as follows:

               1.     DEFINITIONS

               For purposes of this Agreement, unless the context requires
otherwise, the following words and phrases shall have the meanings indicated
below:

               "Change of Control" shall mean:

                      (a)    The acquisition (other than from Holdings) by any
person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of





<PAGE>
 

<PAGE>

1934 (the "Exchange Act"), excluding for this purpose any employee benefit plan
of Holdings or its subsidiaries which acquires beneficial ownership of voting
securities of Holdings, of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act), of more than 50% of either the then
outstanding shares of common stock or the combined voting power of Holdings'
then outstanding voting securities entitled to vote generally in the election of
directors;

                      (b)(1) Individuals who are elected as members of the new
Board of Directors of Holdings (the "Incumbent Board") pursuant to the terms of
the Stockholders Agreement executed in connection with the Stock Purchase
Agreement thereto (the "Stockholders Agreement") cease for any reason to
constitute at least a majority of the Board of Directors; provided that any
person becoming a director on or after the effective date of the Stockholders
Agreement whose election, or nomination for election by Holdings' shareholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board (other than an election or nomination of an individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of Directors of Holdings, as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) shall be for purposes of this Agreement, considered as though such person
were a member of the Incumbent Board,

                      (b)(2) Notwithstanding the foregoing, paragraph (b)(1)
above shall not apply to any change in the Incumbent Board during the period in
which the Stockholders Agreement is in effect and a majority of the Board of
Directors of Holdings is designated or otherwise appointed to serve on the Board
of Directors under the provisions of such Stockholders Agreement;

                      (c) Approval and consummation of a reorganization, merger,
or consolidation, in each case, with respect to which persons who were the
stockholders of Holdings immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 50% of the combined
voting power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated company's then outstanding voting
securities, or a liquidation or dissolution of Holdings or of the sale of all or
substantially all of the assets of Holdings; or

                      (d) Holdings ceases to own at least 50 percent of the
Employer.

                      (e) A Change of Control shall not be deemed to have
occurred as a result of any purchase or acquisition of shares of capital stock
in Holdings by MDCP and its affiliates, ARI and its affiliates, or any
combination thereof.

                      "Cause" shall mean: (i) the commission by the Employee of
a felony; (ii) the unauthorized disclosure of confidential proprietary
information of the Employer which disclosure the Employee knows or reasonably
should have known would be reasonably likely to result in material damage to the
Employer; (iii) the breach by the Employee of any material provision of this
Agreement, which breach, if curable, is not remedied within thirty (30) days
after the Employee's receipt of written notice thereof provided, however, that
the Employer need not



                                       2


<PAGE>
 

<PAGE>

permit the Employee to cure any breach which has been the subject of a prior
written notice; (iv) the engagement in material self dealing in breach of
fiduciary duties with respect to the Employer's assets or properties unless
disclosed to and approved by the disinterested members of the Board of
Directors; (v) an act of gross misconduct in connection with the Employee's
duties hereunder; or (vi) chronic alcohol or drug abuse rendering Employee
incapable of carrying out his duties hereunder as determined in good faith by
the Board of Directors continuing after the Employee is given a reasonable
opportunity to obtain medical or other appropriate treatment or rehabilitation.

               "Good Reason" shall mean (i) the material failure of the Employer
to comply with the provisions of this Agreement which failure shall not cease
promptly and in no event more than thirty (30) days after the Employer's receipt
of written notice from the Employee objecting to such conduct; (ii) any
termination by the Employer of the Employee's employment other than as expressly
permitted in this Agreement; or (iii) the assignment to Employee of duties and
responsibilities materially inconsistent with those duties and responsibilities
customarily assigned to individuals holding the position of Chairman and Chief
Executive Officer of a company of comparable size or the substantial reduction
by Employer of Employee's duties and responsibilities and, if curable, not
remedied by Employer within 30 days after receipt of written notice.

               2.     REPRESENTATIONS AND WARRANTIES

               Employee represents and warrants that he is not subject to any
restrictive covenants or other agreements or legal restrictions in favor of any
person which would in any way preclude, inhibit, impair, limit or be violated by
his employment by the Employer or the performance of his duties, as contemplated
herein.

               3.     EMPLOYMENT

               The Employer hereby employs Employee and Employee accepts such
employment as Chairman and Chief Executive Officer of the Employer. As its
Chairman and Chief Executive Officer, Employee shall render such services to the
Employer as are customarily rendered by the Chairman and Chief Executive Officer
of comparable companies and as required by the articles and by-laws of the
Employer. Employee accepts such employment and, consistent with fiduciary
standards which exist between an employer and an employee shall perform and
discharge the duties that may be assigned to him from time to time by the
Employer in an efficient, trustworthy and businesslike manner. It is
specifically agreed that nothing in this Agreement shall prohibit Employee from
(i) serving on corporate, civic or charitable boards or committees; (ii)
engaging directly or indirectly, in activities with other public or private
companies or ventures; or (iii) making investments in any capacity whatsoever,
provided only that, such activities or any of them do not impair Employee's
performance of his duties for the Employer.


                                       3


<PAGE>
 

<PAGE>

               4.     PLACE OF EMPLOYMENT

               During the Term, the Employee shall render services where and as
reasonably required by the Employer. In conformance with the foregoing and not
in limitation thereof, Employee agrees to take such trips as shall be consistent
with or reasonably necessary in connection with his duties. Employer will also
maintain an office within ten (10) miles of the Employee's residence determined
as of the date hereof and shall furnish the Employee both at the Employer's
principal office and at such other location, which may include the Employee's
residence, with an office and secretarial help and such other assistance,
facilities and services consistent with Employee's position and necessary for
the adequate performance of his duties.

               5.     TERM

               Subject to the provisions of Section 11 hereof, the term of this
Agreement shall commence on the Effective Date and shall expire on the fourth
anniversary of the date hereof (the "Initial Term"). This Agreement shall be
automatically renewed for successive twelve (12) month periods on all the
remaining terms and conditions set forth herein, unless either party elects not
to renew this Agreement by giving written notice to the other at least ninety
(90) days before a scheduled expiration date. The Initial Term of this Agreement
together with any such renewals are collectively referred to herein as the
"Term."

               6.     COMPENSATION

                      (a)    As compensation for all services rendered and to be
rendered by Employee hereunder and the fulfillment by Employee of all of his
obligations herein, the Employer shall pay Employee a base salary (the "Base
Salary") at the rate of $400,000 for the first year of the Term payable in
accordance with the Employer's customary payroll practices. Effective on each
succeeding January 1 during the Term, the Employee's then current Base Salary
shall be increased by a minimum of $25,000 or such greater amount as may be
determined by the Compensation Committee of the Board in its sole discretion
(the "Adjusted Base Salary").

                      (b) Employee will participate in the Executive Bonus Plan
of the Employer. Notwithstanding any provision contained herein or in the
Executive Bonus Plan to the contrary, no amendment to the Executive Bonus Plan
shall have a material adverse impact on the Employee. If the Executive Bonus
Plan is discontinued, the Employer agrees to establish a plan which will provide
similar potential benefits to the Employee.

                      (c) Employee will also be eligible to participate in all
phantom and/or actual stock option programs applicable to executive employees as
determined by the Compensation Committee of the Board in its sole discretion.
Employer granted Employee options in accordance with the provisions of the
Carrols Holdings Corporation 1996 Long-Term Incentive Plan, the nonqualified
stock option agreement related thereto and the Unvested Stock Option Agreement
issued to Employee on ____________, 1997.

                      (d)    The Employer shall deduct from the compensation
described in (a), (b) and (c) above, any federal, state or city withholding
taxes, social security contributions and




                                       4


<PAGE>
 

<PAGE>

any other amounts which may be required to be deducted or withheld by the
Employer pursuant to any federal, state or city laws, rules or regulations.

                      (e)    Any compensation otherwise payable to the Employee
pursuant to this Section in respect of any period during which the Employee is
disabled (as contemplated in Section 11) shall be reduced by any amounts payable
to the Employee for loss of earnings or the like under any insurance plan or
policy the premiums for which are paid for in their entirety by the Employer.

               7.     STOCK PURCHASE

               As a condition of this Agreement, Employee has purchased 9,827
shares of common stock, $.01 par value per share, of Holdings at a purchase
price of $101.7646 per share.

               8.     BUSINESS EXPENSES

                      (a) The Employer shall pay, on behalf of Employee, all
dues to professional societies and other organizations as are customarily joined
by individuals holding the position of Chairman and Chief Executive Officer of
businesses similar to the Employer. The Employer will require and shall
reimburse the Employee for his out of pocket cost of one complete physical
examination per fiscal year of the Term.

                      (b) The Employer agrees that the Employee is authorized to
incur reasonable expenses in the performance of his duties hereunder and agrees
that all reasonable expenses incurred by Employee in the discharge and
fulfillment of his duties for the Employer, as set forth in Section 3, will be
promptly reimbursed or paid by the Employer upon written substantiation signed
by Employee, itemizing said expenses and containing all applicable vouchers.
Employee shall be entitled to receive prompt reimbursement for all reasonable
travel and entertainment expenses and the costs of attending conferences and
seminars, so long as such expenses relate to Employee's ability to serve the
best interests of the Employer. In addition, within 30 days of the rendition of
the applicable invoices, Employer shall reimburse Employee annually for the
reasonable costs incurred by Employee in tax planning and tax return preparation
in an annual amount not to exceed $5,000.

               9.     BENEFITS AND INSURANCE

                      (a) The Employer agrees that, during the Term, the
Employee shall be insured under all insurance policies and shall receive all
benefits under all pension and welfare benefit plans (including, without
limitation group life, medical, major medical and disability insurance) that the
Employer may maintain and keep in force during the Term of the Agreement for the
benefit of the Employer's employees, subject to the terms, provisions and
conditions of such pension and welfare benefit plans or insurance and the
agreements with underwriters relating to same. In addition, Employer will
provide medical and major medical insurance for Employee and his spouse during
the Term and for the remainder of their respective lives and during such period
such benefit shall also provide coverage to the Employee's eligible dependents,
notwithstanding the termination of Employee's employment hereunder, whether



                                       5


<PAGE>
 

<PAGE>

voluntary or involuntary, or his Disability or death, consistent with the level
and type of coverage provided to Employee by Employer's policy at March 1, 1996,
provided however, that the provisions of this Section 9(a) will not require the
Employer to continue post retirement or post employment medical coverage for the
Employee or his spouse in the event the Employer terminates its post retirement
and/or post employment coverage on a company-wide basis. In the event of such
termination of coverage, the Employee shall be entitled to obtain a replacement
policy consistent with the level and type of coverage described in the preceding
sentence covering the Employee and his spouse and the Employer shall reimburse
the Employee on an annual basis with respect to the cost of the same.

                      (b) ITT Hartford life insurance policy No. U01732239 (the
"Policy"), owned by Shirley Vituli and Arthur Kunofsky as Trustees under the
Alan Vituli Insurance Trust, dated June 22, 1989 (the "Owner"), which provides a
death benefit of One Million Five Hundred Thousand Dollars ($1,500,000), is
presently maintained by Employer pursuant to a Split-Dollar Insurance Agreement,
dated July 1, 1995, as amended during April 1996 (the "Split-Dollar Agreement").
Employer acknowledges such agreement and agrees to be bound by its provisions,
provided however, that the sum total of the Employer's outstanding premium
payments shall be returned to the Employer from the proceeds of the cash value
of the policy if surrendered during the Employee's lifetime, and in the event of
Employee's death, the Employer shall be entitled to receive that portion of the
death benefit in excess of $1,500,000 up to but not exceeding the sum total of
the Employer's outstanding premium payments from the proceeds of the death
benefit.

                      (c)    Pursuant to the Split-Dollar Agreement, until the
earlier to occur of Employee's 65th birthday or Employee's death, Employer
shall, on or before the due date of each premium, make the premium payments on
the Policy. Employer shall provide written proof of such payment to Employee
within fifteen (15) days of the due date of the premium. If Employer shall fail
to supply such proof, Employee shall be entitled to pay the premium and be
reimbursed by Employer.

               10.    VACATION

               Employee shall be entitled to an aggregate of four (4) weeks paid
vacation during each year of the Term at time or times reasonably agreeable to
both the Employee and the Employer, it being understood that any portion of such
vacation not taken in such year shall not be available to be taken during any
other year.

               11.    TERMINATION; CHANGE OF CONTROL; DEATH; DISABILITY

                      (a) Subject to the provisions of this Agreement, either
the Employer or the Employee may terminate the employment of the Employee after
receipt of written notice by the other party hereto provided that all applicable
cure periods have expired if Employer terminates the employment of Employee for
Cause or Employee terminates his employment with Good Reason.

                      (b) If within six (6) months following a Change of Control
occurring during the Term, the employment of the Employee hereunder is
terminated without Cause, the 





                                       6


<PAGE>
 

<PAGE>

Employee shall be paid: (1) his accrued but unpaid Base Salary and vacation as
of the date of termination; (2) all amounts previously deferred under the
Executive Bonus Plan (together with any interest accrued thereon) and not yet
paid by the Employer; (3) continue any and all benefits and insurance policies
as required by Section 9 hereof and (4)(i) if such Change of Control occurs
during the first two years of the Initial Term, a cash payment in an amount
equal to 2.99 multiplied by the average of the sum of the Base Salary and the
Annual Bonus paid or deferred in accordance with the Executive Bonus Plan in the
five calendar years prior to the date of termination (the "Five-Year
Compensation Average") or (ii) if such Change of Control occurs after the first
two years of the Initial Term, a cash lump sum equal to the Base Salary actually
paid to the Employee for the prior twelve (12) month period and any amounts
payable under the Executive Bonus Plan, as and when such amounts are due and
payable under the terms of the Executive Bonus Plan.

                      (c)    If the Employer (1) during the Term enters into a
binding written agreement to engage in a transaction which, if consummated,
would result in a Change of Control; (2) such transaction is consummated within
six (6) months after the last date of the Term; and (3) subsequent to entering
into such agreement the Employer terminates employment of the Employee without
Cause, the Employer shall pay to the Employee an amount equal to the payment set
forth in Section 11(b) hereof.

                      (d) If the Employee terminates his employment pursuant to
Section 11(a) hereof without Good Reason or the Employer terminates the
employment of the Employee hereunder for Cause, the Employer's only obligations
hereunder shall be to pay to the Employee his accrued but unpaid Base Salary and
vacation pay as of the date of termination plus any compensation or bonus
payments previously deferred by the Employee under the Executive Bonus Plan
(together with any interest accrued thereon) and not yet paid by the Employer
and continue any and all such benefits and insurance policies as required by
Section 9 hereof. The Employee shall have no further obligation to perform
services for the Employer.

                      (e) Other than in the case of Employee receiving benefits
under paragraph (b) above following a Change of Control, if the Employer
terminates employment of the Employee hereunder without Cause, or the Employee
terminates for Good Reason, the Employer shall pay to the Employee (1) his
accrued but unpaid Base Salary and vacation pay as of the date of termination;
(2) a cash payment in an amount equal to 2.99 multiplied by the Employee's Five
Year Compensation Average; (3) all amounts previously deferred by the Employee
under the Executive Bonus Plan (together with any interest accrued thereon) and
not yet paid by the Employer; and (4) continue any and all such benefits and
insurance policies as required by Section 9 hereof.

                      (f) If the Employee becomes physically or mentally
disabled during the Term so that he is unable to perform the services required
of him pursuant to this Agreement for a period of six (6) successive months, or
an aggregate of six (6) months in any twelve (12) month period, the Employer may
give the Employee written notice of its intention to terminate the services of
the Employee hereunder. In such event, the Employee's employment with the
Employer shall terminate effective on the thirtieth (30th) day after receipt of
such notice by the



                                       7


<PAGE>
 

<PAGE>

Employee (the "Disability Effective Date") provided the Employee shall not have
returned to the performance of the Employee's duties. Subject to the provisions
of Section 6(f), in the event the Employee's employment is terminated by reason
of disability, the Employer's only obligations hereunder shall be (1) to
continue the Base Salary, (at the rate in effect on the Disability Effective
Date) for a period of three (3) years from the Disability Effective Date; (2) to
pay a pro rata portion of the Annual Bonus for the year in which the Employee's
employment is terminated as and when such amounts are due and payable under the
term of the Executive Bonus Plan; (3) to pay all amounts previously deferred
under the Executive Bonus Plan together with any interest accrued thereon) as
prescribed by the Employee; and (4) to continue any and all such benefits and
insurance policies as required by Section 9 hereof.

                      (g) In the event of the Employee's death during the Term,
the Employer shall pay to his spouse, if he is survived by a spouse, or if not,
to the estate of the Employee, (1) the Employee's accrued and unpaid Base Salary
(at the rate in effect on the date of death) as of the date of death; (2) a pro
rata share of the Annual Bonus for the year of his death as and when such
amounts are due and payable under the term of the Executive Bonus Plan; (3) all
amounts previously deferred under the Executive Bonus Plan (together with any
interest accrued thereon) and not yet paid by the Employer in the manner
prescribed by the executor of the Employee's estate and (4) continue any and all
such benefits and insurance policies as required by Section 9 hereof.

                      (h)    If the Employer does not continue the Employee's
employment upon expiration of the Initial Term, the only obligations of the
Employer hereunder shall be to pay the Employee in a cash lump sum an amount
equal to the Base Salary actually paid to the Employee for the prior twelve (12)
month period and any amounts payable under the Executive Bonus Plan, as and when
such amounts are due and payable under the terms of the Executive Bonus Plan,
and to continue any and all such benefits and insurance policies as required by
Section 9 hereof.

                      (i) Notwithstanding anything contained in this Agreement
to the contrary, to the extent that the payments and benefits provided under
this Agreement or provided for the benefit of the Employee under any other plan
or agreement of or with the Employer (each such payment or benefit, a "Payment,"
and such payments and benefits collectively, the "Payments"), would be subject
to the excise tax imposed under Section 4999 of the Code or any interest or
penalties with respect to such excise tax (such excise tax, together with any
such interest and penalties are hereinafter collectively referred to as the
"Excise Tax"), the Payments shall be reduced if and to the extent necessary so
that no Payment shall be subject to the Excise Tax. The Employer shall reduce or
eliminate the Payments by first reducing or eliminating the payments due under
Sections 11(b), 11(c) or 11(e) hereof, then by reducing or eliminating any other
amounts payable in cash, and then by reducing or eliminating benefits which are
not payable in cash, in each case in reverse order beginning with payments or
benefits which are to be paid the farthest in time from the date of the
determination.

               12.    RESTRICTIVE COVENANTS



                                       8


<PAGE>
 

<PAGE>

                      (a) During the Term of this Agreement and for a period of
two years following termination of this Agreement, the Employee (i) will not
violate or cause the Employer to violate the terms of any agreement, including
any franchise agreement, which the Employer is obligated under, except with the
express written consent of the duly empowered officer of the Employer or
pursuant to an order of a court of competent jurisdiction; and (ii) divulge or
use any confidential information the effect of which would be injurious to the
Employer without the prior written consent of a duly empowered officer of the
Employer. Employee shall have the right to approve the provisions of any such
franchise agreement which restricts Employee's future employment or business
interests. During the Term of this Agreement and for a period of two years
following termination of Employee's employment hereunder, the Employee will not
solicit or employ any person, who was employed by the Employer within six months
prior to the termination of Employee's employment, in any business in which
Employee has a material interest, direct or indirect, as an officer, partner,
shareholder or beneficial owner. The preceding sentence shall not prohibit the
Employee from hiring (i) the individual who is the general counsel of the
Employer as of the date of the closing of the Stock Purchase Agreement at any
time, or (ii) any person whose employment is terminated involuntarily by the
Employer during the Term or at any time thereafter provided that such hiring
shall not occur until after the Employee's termination of employment hereunder.

                      (b) During the Term of employment and for a period of two
(2) years after the termination of the Employee's employment hereunder, Employee
will not in the Area (as defined in Section 12 (c) below) either directly or
indirectly engage in one or more of the following with any Burger King
franchisee: the acquisition of, financing of, providing of advice or consulting
services to, or ownership of the operations of a franchised Burger King
restaurant, as an employee, officer, consultant, independent contractor, partner
or shareholder. This shall not prevent Employee from engaging in any activity
related to the acquisition or ownership of the business of Burger King
Corporation or any other business activity other than that described in this
Section 12(b). In addition, this restriction shall not prevent Employee from
making a passive investment in real estate to be used by Burger King Corporation
or any other fast food restaurants.

                      (c)    For purposes of this Agreement, Area shall mean the
continental United States, Puerto Rico and Canada.

                      (d) The parties hereto, recognizing that irreparable
injury will result to the Employer, its business and property in the event of
the Employee's breach of this Employee covenant and non-competition provision,
agree that in the event of any such breach by the Employee, the Employer will be
entitled, in addition to any other remedies and damages available, to an
injunction to restrain the violation hereof by the Employee, the Employee's
partners, agents, servants, employers, employees, and all persons acting for or
with the Employee. Employee represents and admits that (i) in the event of
termination of this Agreement, Employee's experience and capabilities are such
that Employee can obtain employment in a business engaged in other lines and/or
of a different nature than the business of the Employer, and that the
enforcement of a remedy by way of injunction will not prevent the Employee from
earning a livelihood, (ii) this Employee covenant and non-competition provision


                                       9


<PAGE>
 

<PAGE>

was entered into in connection with the Employee's sale of his ownership
interest in Holdings and in the absence of this provision the sale would not
have been consummated and (iii) this amendment and restatement of the Prior
Employment Agreement shall not eliminate or in any way reduce the Employee's
obligations under the provisions of this Section 12 which shall remain in full
force and effect.

               13.    INDEMNIFICATION

               To the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware, as the same may be amended and supplemented
("Section 145") and Article Ninth of the Employer's certificate of
incorporation, Employer shall indemnify Employee and hold him harmless from and
against any and all of the expenses, liabilities or other matters referred to or
covered in said section and certificate of incorporation (collectively,
"Liabilities") if any of such Liabilities are incurred or suffered by Employee
as a result of, arising out of or in connection with his employment by the
Employer provided however, that the Employee acknowledges that he is not
entitled to the indemnity referred to above (either as set forth in the
Employer's By-laws or in this Agreement), to the extent a dispute arises between
the Employer and the Employee with respect to his conduct as an Employee, or any
claim that may arise either directly or indirectly with respect to the breach of
any terms and conditions of this Agreement. In addition to the indemnification,
as provided in Section 145, the Employer shall advance expenses, including
reasonable attorneys' fees, of Employee. The indemnification and advancement of
expenses provided for herein shall continue after Employee has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of Employee.

               14.    BINDING EFFECT

               This Agreement shall inure to the benefit of and be binding upon
the Employer and its successors. The Employer will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of its assets to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Employer would
be required to perform it if no such succession had taken place or with or into
which the Employer may consolidate or merge. Employee agrees that this Agreement
is personal to him and may not be assigned by him otherwise than by will or laws
of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Employee's legal representatives.

               15.    MISCELLANEOUS

                      (a) If any provision of this Agreement, or portion
thereof, shall be held invalid or unenforceable by a court of competent
jurisdiction, such invalidity or unenforceability shall attach only to such
provision or portion thereof, and this Agreement shall be carried out as if any
such invalid or unenforceable provision or portion thereof were not contained
herein. In addition, any such invalid or unenforceable provision or portion
thereof shall be deemed, without further action on the part of the parties
hereto, modified, amended or limited to the extent necessary to render the same
valid and enforceable.


                                       10


<PAGE>
 

<PAGE>

                      (b) This Agreement, and all of the rights and obligations
of the parties in connection with the employment relationship established hereby
shall be construed and enforced in accordance with the laws of New York
applicable to contracts made and fully to be performed therein, and without
giving effect to any rules of conflicts of law.

                      (c) All notices, requests, demands, and other
communications provided for hereunder shall be in writing and shall be given or
made when (i) delivered personally; (ii) three (3) business days following
mailing by first class postage prepaid, registered or certified mail, return
receipt requested, to the party to be notified at its or his address set forth
herein; or (iii) on the date sent by telecopier, if the addressee has compatible
receiving equipment and provided the transmittal is made on a business day
during the hours of 9:00 a.m. to 6:00 p.m. of the receiving party and if sent at
other times, on the immediately succeeding business day, or (iv) on the first
business day immediately succeeding delivery to an express overnight carrier for
the next business day delivery.

                      (d) This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Each party shall
deliver such further instruments and take such further action as may be
reasonably requested by the other in order to carry out the provisions and
purposes of this Agreement. This Agreement represents the entire understanding
of the parties with reference to the subject matter hereof, supersedes in its
entirety the provisions of the Prior Employment Agreement, and neither this
Agreement nor any provisions hereof may be modified, discharged or terminated
except by an agreement in writing signed by the party against whom the
enforcement of any waiver, charge, discharge or termination is sought. Any
waiver by either party of a breach of any provision of this Agreement must be in
writing and no waiver of a particular breach shall operate as or be construed as
waiver of any subsequent breach thereof.

               IN WITNESSETH WHEREOF, the parties hereto have executed and have
caused this Second Amended and Restated Employment Agreement to be executed as
of ___________, 1997.

                                            CARROLS CORPORATION


                                            By:
                                               --------------------------------
                                               Name:
                                               Title


                                            -----------------------------------
                                            ALAN VITULI


                                       11




<PAGE>