ex10_1.htm


    
      

    


    Exhibit
10.1

    


    


    


    


    


    


    April 2,
2001

    


    Mr. Louis
P. Neeb

    6914
Hillpark Drive

    Dallas,
TX 75230

    


    Dear
Lou:

    


    I am
detailing in this letter the Company’s future employment terms and compensation
understanding with you that was adopted by the Company’s Board of
Director’s.  This replaces the prior understanding we had with you
that expired on April 1, 2001.  Please signify your acceptance by
signing in the space provided at the end of this letter.

    


    The
specifics of our understanding are as follows:

    


    
      	
              1.  

            	
              Salary – A base salary
      rate of $125,000 per annum will be payable through October 1, 2001,
      thereafter as Chairman of the Board you will be paid at the annual rate of
      $50,000 per annum.

            


    

    


    
      	
              2.  

            	
              Automobile – You will
      continue to receive a $750.00 per month car and expense
      allowance.

            


    

    


    
      	
              3.  

            	
              Life Insurance – At the
      maximum amount available to other officers of the company under the
      company Group Life Insurance Plan.

            


    

    


    
      	
              4.  

            	
              Medical Insurance – The
      Company will provide medical insurance coverage as provided in the
      Company’s Group Major Medical Insurance Plan.  Dental insurance
      is available at a nominal cost.

            


    

    


    
      	
              5.  

            	
              Compensation Coverage –
      You will have one year employment compensation protection.  This
      employment compensation protection means that if you are terminated, the
      Company will pay your base salary as provided in 1 above ($125,000 per
      annum if terminated before October 1, 2001 and $50,000 per annum if
      terminated after October 1, 2001) for one year after termination of
      employment.  During that period of time, this salary payment
      will cease if you find alternative employment.  In return for
      this compensation coverage you will agree not to resign your chairmanship
      of the Company prior to the earlier of either October 1, 2001, or the
      completion of the Company’s arrangement with First Tennessee Securities,
      Inc.  In the event you resign with less than 6 months notice,
      you will forfeit any unexercised benefits you have, as well as any
      vacation pay that is accrued but unpaid at the time of such
      resignation.  This compensation coverage will not apply if you
      are part of a group that acquires control of the
  Company.

            


    

    


    
      	
              6.  

            	
              Non-Competition – For a
      period of one year after leaving employment with the company, you will
      not, directly or indirectly, engage in any manner, in any business
      activities within the Continental United States involving a casual dining
      Mexican restaurant operation.

            


    

    


    The Board
and I wish you all the success in building value for our company.

    


    Sincerely,                                                                                                  
Agreed

    


    /s/
Richard E.
Rivera                                                                                      
    /s/ Louis P. Neeb

    


    Richard
E.
Rivera                                                                                     Louis P.
Neeb

    Chairman
of Compensation
Committee                                                                       
Date:  April 2, 2001