AMENDMENT TO
                      NON-COMPETITION, CONFIDENTIALITY AND
                            NON-SOLICIATION AGREEMENT


            This  Agreement is entered  into  effective as of January 1, 1999 by
and  between  Lone  Star   Steakhouse  &  Saloon,   Inc.,  a  corporation   (the
"Corporation") and Jamie B. Coulter ("Director").

            WHEREAS,    the   Corporation   and   Director   entered   into   an
Non-Competition,  Confidentiality  and  Non-Solicitation  Agreement  "Agreement"
dated March 12, 1992; and

            WHEREAS,  the  parties  hereto  desire to enter into this  Amendment
setting forth the terms and conditions of the continued employment  relationship
of the Corporation and Director.

            NOW THEREFORE, it is agreed as follows:


1.          Section 5.1 of the Agreement  shall be deleted and the following new
Section 5.1 substituted therefore:

            5.1 Notices. All notices, requests, demands and other communications
hereunder,  including notice of termination by the Director under Section 5.1 of
this  Agreement  must be in writing  and shall be deemed to have been duly given
upon receipt if delivered by hand, sent by telecopier or courier,  and three (3)
days after such  communication is mailed within the continental United States by
first class certified mail, return receipt  requested,  postage prepaid,  to the
other party.


2.          A new section, Section 6. shall be added as follows:

                                   SECTION 6.

            6.1  Change  of  Control.  The  Director  shall  have  the  right to
terminate  his  employment  hereunder,  upon 10 days  notice to the  Corporation
within three (3) years of Change of Control. For the purposes of this Agreement,
a "Change of Control" means (i) the direct or indirect, sale, lease, exchange or
other  transfer of all or  substantially  all (50% or more) of the assets of the
Corporation  to any Person or Group of Persons  other  than an  Affiliate  or an
entity  controlled  by an  Affiliate,  (ii) the merger,  consolidation  or other
business  combination of the Corporation  with or into another  corporation with
the effect that the  shareholders  of the Corporation  immediately  prior to the
business  combination  hold 50% or less of the combined voting power of the then
outstanding  securities of the surviving  Person of such merger  ordinarily (and
apart from rights accruing under special circumstances) having the right to vote
in the election of directors,  (iii) the  replacement of a majority of the Board
of the



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Corporation  over  any  period  of two  years or less,  from the  directors  who
constituted  the Board of the  Corporation at the beginning of such period,  and
such replacement(s) shall not have been approved by the Board of the Corporation
as  constituted  at the  beginning  of such  period,  (iv) a Person  or Group of
Persons other than an Affiliate or an entity controlled by an Affiliate,  shall,
as a result of a tender or  exchange  offer,  open market  purchases,  privately
negotiated purchases or otherwise,  have become the beneficial owner (within the
meaning of Rule 13d-3 promulgated under the Securities  Exchange Act of 1934, as
amended (the "Exchange Act") of securities of the Corporation  representing  50%
or more of the combined voting power of the then  outstanding  securities of the
Corporation   ordinarily   (and  apart  from  rights   accruing   under  special
circumstances)  having  the  right  to  vote in the  election  of  directors.  A
transaction  constituting  a Change of Control  shall be deemed to have occurred
upon  the  closing  of  the  transaction.   Notwithstanding  the  foregoing,   a
transaction shall not constitute a Change of Control under this Agreement if the
transaction  is  approved  by (i) at  least  a  majority  of  the  Board  of the
Corporation as constituted  immediately  prior to the transaction and (ii) Jamie
B. Coulter, the Chairman of the Board of the Corporation.

            For  the  purposes  of  this   Agreement,   an  "Affiliate"  of  the
Corporation  shall mean any person that directly,  or indirectly  through one or
more  intermediaries,  controls or is controlled  by, or is under common control
with the  Corporation,  including but not limited to the  executive  officer and
directors of the Corporation.

            6.2  Termination of Non-Compete and  Non-Solicitation.  In the event
the Director  elects to terminate this Agreement in connection  with a Change of
Control  under  the  terms  of  Section  6.1,  the   provisions  of  Section  2.
Non-Competition and Section 4. Non-Solicitation  shall be deemed to have expired
and be of no  further  force  or  effect  as of the date of  termination  of the
Director.

3.          Other than as hereby  amended,  the Agreement is hereby ratified and
confirmed.


"CORPORATION"                              LONE STAR STEAKHOUSE
                                             & SALOON, INC.
            Attest

___________________________                By___________________________________
Gerald T. Aaron, Secretary                   John D. White, Executive Vice
                                               President and CFO


Witness                                    "DIRECTOR"


---------------------------                -------------------------------------
                                           Jamie B. Coulter