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                  FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED

                           LOAN AND SECURITY AGREEMENT

                                      AMONG

                          CARROLS HOLDINGS CORPORATION

                               CARROLS CORPORATION

                                       AND

                             HELLER FINANCIAL, INC.

                          DATED AS OF FEBRUARY 22, 1995




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                  FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED

                           LOAN AND SECURITY AGREEMENT

               This Fifth  Amendment  to Third  Amended  and  Restated  Loan and
Security  Agreement,  dated as of February 22, 1995 (this  "Agreement") is among
Carrols  Holdings  Corporation,  a Delaware  corporation  ("Holdings"),  Carrols
Corporation,  a Delaware corporation ("Borrower") and HELLER FINANCIAL,  INC., a
Delaware corporation ("Lender").

                              W I T N E S S E T H:

               WHEREAS,  Holdings,  Borrower  and  Lender  are  parties  to that
certain  Third  Amended and  Restated  Loan and Security  Agreement  dated as of
August 9, 1993 (as heretofore amended, the "Credit Agreement"; capitalized terms
not otherwise  defined herein having the  definitions  provided  therefor in the
Credit Agreement) and to certain other documents executed in connection with the
Credit Agreement; and

               WHEREAS,  the  parties  hereto  wish to further  amend the Credit
Agreement as provided herein;

               NOW, THEREFORE, the parties hereto agree as follows:

               1.     Amendments to the Credit Agreement.

                      A.  Clause  (iv)  of  subsection   9.2(g)  of  the  Credit
                Agreement is hereby amended by deleting the sum "$2,000,000" and
                by substituting in its place the sum "$5,000,000."

                      B. Subpart (a) of clause (iv) of subsection  9.2(g) of the
                Credit  Agreement is hereby  amended by deleting the  percentage
                "2%"  expressed  therein  and by  substituting  in its place the
                percentage "5%"."

               2. Representations and Warranties. To induce Lender to enter into
this  Agreement,  Holdings and Borrower each  represents  and warrants to Lender
that the  execution,  delivery and  performance by Holdings and Borrower of this
Agreement  are  within  their  respective   corporate  powers,  have  been  duly
authorized by all necessary  corporate action  (including,  without  limitation,
shareholder approval), have received all necessary governmental approval (if any
shall be  required),  and do not and will not  contravene  or conflict  with any
provision  of law  applicable  to  Holdings  or  Borrower,  the  Certificate  of
Incorporation  or Bylaws of  Holdings  or  Borrower,  or any order,  judgment or
decree of any court or other agency of government or any contractual  obligation
binding upon Holdings or Borrower; and the Credit Agreement as amended as of the
date hereof is the legal,  valid and binding obligation of Holdings and Borrower
enforceable against Holdings and Borrower in accordance with its terms.

               3. Conditions. The effectiveness of the amendments stated in this
Agreement  is  subject  to  the  following  conditions precedent  or concurrent:






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                      (a) No Default.  No Default or Event of Default  under the
Credit Agreement, as amended hereby, shall have occurred and be continuing.

                      (b)    Warranties and Representations.  The warranties and
representations of Holdings and Borrower contained in this Agreement, the Credit
Agreement,  as amended hereby,  and the other Loan Documents,  shall be true and
correct as of the effective date hereof,  with the same effect as though made on
such date.

               4.  Miscellaneous.

                      (a) Captions.  Section captions used in this Agreement are
for convenience only, and shall not affect the construction of this Agreement.

                      (b) Governing Law. This Agreement shall be a contract made
under  and  governed  by the laws of the State of New  York,  without  regard to
conflict of laws principles.  Whenever possible each provision of this Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under such law, such  provision  shall be  ineffective  to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision or the remaining provisions of this Agreement.

                      (c)  Counterparts.  This  Agreement may be executed in any
number of counterparts  and by the different  parties on separate  counterparts,
and each  such  counterpart  shall be  deemed  to be an  original,  but all such
counterparts shall together constitute but one and the same Agreement.

                      (d)  Successors  and  Assigns.  This  Agreement  shall  be
binding  upon  Holdings,  Borrower  and  Lender and their  respective  permitted
successors  and  assigns,  and  shall  inure to the sole  benefit  of  Holdings,
Borrower and Lender and the  successors  and assigns of  Holdings,  Borrower and
Lender.

                      (e)  References.  Any  reference  to the Credit  Agreement
contained  in any  notice,  request,  certificate,  or other  document  executed
concurrently with or after the execution and delivery of this Agreement shall be
deemed to include this Agreement unless the context shall otherwise require.

                      (f)  Continued  Effectiveness.   Notwithstanding  anything
contained  herein,  the terms of this  Agreement  are not intended to and do not
serve to effect a  novation  as to the  Credit  Agreement.  The  parties  hereto
expressly do not intend to extinguish the Credit Agreement.  Instead,  it is the
express  intention of the parties  hereto to reaffirm the  indebtedness  created
under the Credit  Agreement  which is  evidenced  by the  Replacement  Revolving
Promissory Note and secured by the Collateral.  The Credit  Agreement as amended
hereby and each of the other Loan Documents remain in full force and effect.


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                      (g)  Costs,  Expenses  and  Taxes.  Borrower  affirms  and
acknowledges that Section 2.19 of the Credit Agreement applies to this Agreement
and the transactions and agreements and documents contemplated hereunder.

               Delivered  at  Chicago,  Illinois,  as of the day and year  first
above written.

                                               CARROLS CORPORATION

Address:                                       By:  /s/ Richard V. Cross
968 James Street                               ---------------------------------
Syracuse, New York  13217-6969                 Printed: Richard V. Cross
                                               ---------------------------------
                                               Title: Executive Vice-President
                                               ---------------------------------

                                               CARROLS HOLDINGS CORPORATION

Address:                                       By:  /s/ Richard V. Cross
968 James Street                               ---------------------------------
Syracuse, New York  13217-6969                 Printed: Richard V. Cross
                                               ---------------------------------
                                               Title: Assistant Treasurer
                                               ---------------------------------

                                               HELLER FINANCIAL, INC.

Address:                                       By:  /s/ Stacia L. Kopplin
500 West Monroe Street                         ---------------------------------
Chicago, Illinois  60661                       Printed: Stacia L. Kopplin
                                               ---------------------------------
                                               Title: Assistant Vice-President
                                               ---------------------------------





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