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                                                                 Exhibit 10.27




                       AMENDMENT TO EMPLOYMENT AGREEMENT

         This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") made and
entered into as of this 5th day of May, 1997, by and between POLLO TROPICAL,
INC., a Florida corporation (the "Company"), and NICHOLAS A. CASTALDO
("Employee").

                              W I T N E S S E T H

         WHEREAS, the Company and Employee are parties to that certain
Employment Agreement dated as of September 19, 1995 (the "Employment
Agreement"); and

         WHEREAS, the Company and Employee desire to amend certain provisions
of the Employment Agreement relating, among other things, to certain payments
and benefits to which Employee may be entitled following certain events of
termination of Employee's employment with the Company and/or non-renewal or
expiration of term of the Employment Agreement; and

         WHEREAS, as consideration for entering into this Amendment, employee
has agreed to forego certain bonus compensation to which Employee may otherwise
be entitled; and

         WHEREAS, the Company believes this amendment is desirable and in the
best interests of the Company and its shareholders.

         NOW, THEREFORE, for and in consideration of the mutual premises,
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

                               A M E N D M E N T

         1.       AMENDMENTS TO EMPLOYMENT AGREEMENT

                  (a) Section 2 of the Employment Agreement shall be amended by
deleting said existing Section 2 in its entirety and by inserting in its place
and stead the following new Section 2 of the Employment Agreement:

         "        2.       TERM OF EMPLOYMENT

                  2.1 INITIAL TERM. The initial term of this Agreement, and of
         Employee's employment hereunder, shall be from the date hereof through
         September 30, 1998 (the "Initial Term"), subject to earlier
         termination pursuant to any of Sections 6, 7 or 8 hereof.


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                  2.2 RENEWAL TERMS. The term of this Agreement, and of
         Employee's employment hereunder, may, at the Company's option,
         exercisable in its sole and absolute discretion, be renewed and
         extended as follows:

                           (i) through September 30, 1999 (the "First Renewal
                  Term"), provided the Company provides written notice to
                  Employee of such renewal and extension by no later than July
                  31, 1998. If this Agreement, and Employee's employment
                  hereunder, is not so renewed and extended by the Company, then
                  such Agreement shall automatically cease and terminate upon
                  the expiration of the Initial Term; and

                           (ii) if the Company exercises its option to renew and
                  extend the term of this Agreement, and of Employee's
                  employment hereunder, pursuant to clause (i) of this Section
                  2.2 above, then the Company may, at its option, exercisable in
                  its sole and absolute discretion, renew and extend same again
                  through September 30, 2000 (the "Second Renewal Term"),
                  provided the Company provides written notice to Employee of
                  such renewal and extension by no later than July 31, 1999; and

                           (iii) if the Company exercises its option to renew
                  and extend the term of this Agreement, and of Employee's
                  employment hereunder, pursuant to clause (ii) or this clause
                  (iii) of this Section 2.2, then the Company may, at its
                  option, exercisable in its sole and absolute discretion, renew
                  and extend same again for a one-year term (and successive
                  one-year terms) of employment (a "Subsequent Renewal Term"
                  and, collectively with the First Renewal Term and Second
                  Renewal Term, each a "Renewal Term" and together the "Renewal
                  Terms") ending on the date which is the first anniversary of
                  the date upon which Employee's employment under this Agreement
                  (or a renewal hereof) is scheduled to expire (an "Expiration
                  Date"), provided the Company provides written notice to
                  Employee of such one-year renewal and extension by no later
                  than 60 days prior to such Expiration Date. "

                  (b) Section 8.1 of the Employment Agreement shall be amended
by deleting said existing Section 8.1 in its entirety and by inserting in its
place and stead the following new Section 8.1 of the Employment Agreement:

                  " 8.1 Termination by Company Without Cause. The Company shall
         have the right, in its sole and absolute discretion, to terminate the
         employment of Employee, at any time, without Cause, or otherwise
         without any cause, reason or justification, provided that the Company
         provides to Employee at least thirty (30) days' prior written notice
         (the "Termination Notice") of such termination. In the event of any
         such termination by the Company, (i) Employee's employment with the
         Company shall cease and terminate on the date specified in the
         Termination Notice (or, if no date is so specified, on the date which
         is 30 days following the date of such notice), and (ii) Employee shall
         be entitled to receive and be paid solely the amounts, on the terms,
         provided in Section 8.4 below, and the Company shall have 




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         no further obligation or liability to Employee hereunder (other than
         for any reimbursement of reasonable out-of-pocket business expenses
         properly incurred by Employee prior to such termination and documented
         to the Company in accordance with Sections 5.2(b) and 5.2(c) hereof).
         "

                  (c) Subsection (a) of Section 8.2 of the Employment Agreement
shall be amended by deleting said existing Subsection (a) of Section 8.2 in its
entirety and by inserting in its place and stead the following new Subsection
(a) of Section 8.2 of the Employment Agreement (and subsections (b) and (c) of
such Section 8.2 shall remain and continue, unamended, in full force and
effect):

                  " 8.2 TERMINATION BY EMPLOYEE FOR GOOD REASON; PROCEDURES.
         (a) Employee shall have the right to terminate his employment with the
         Company, at any time, for Good Reason (as such term is defined in
         Section 8.2(c) below), provided that Employee provides not less than
         forty-five (45) days' prior written notice to the Company, which
         notice shall explain in reasonable detail the cause or reason for such
         termination, and provided Employee satisfies the provisions and
         procedures set forth in this Section 8.2. On a mutually agreed date
         which shall be within fifteen (15) days following receipt of
         Employee's notice to the Company, Employee shall meet with
         representatives of the Company's Board of Directors and Employee shall
         present testimony and other evidence as to the bona fides of his
         purported termination for Good Reason hereunder. Within fifteen (15)
         days following such meeting, the Company shall have the opportunity to
         correct or cure the matter, or otherwise to address Employee's "Good
         Reason" concerns, such that there is no further reasonable basis for
         Employee's purported termination for Good Reason hereunder. If, at the
         conclusion of such second fifteen (15) day period, Employee continues
         to maintain in good faith that he has grounds to terminate his
         employment for Good Reason under this Section 8.2, he shall provide
         written notice of such, within five (5) days, to the Company, and
         thereupon the parties shall endeavor, for a period not to exceed ten
         (10) days, to amicably resolve, settle and compromise the matter. If
         no such resolution, settlement or compromise is reached by the
         conclusion of such 10-day period, the matter shall promptly be
         submitted to arbitration in accordance with the procedures set forth
         in Section 10.4 hereof. The determination of the arbitration panel
         selected pursuant to Section 10.4 hereof -- which shall determine
         whether Employee has properly terminated his employment for Good
         Reason in accordance with this Agreement and, if so, the date of such
         termination, and shall assess the fees and costs associated with
         arbitration in accordance with Section 10.4 -- shall be final and
         binding on all parties. "

                  (d) Section 8.3 of the Employment Agreement shall be amended
by deleting said existing Section 8.3 in its entirety and by inserting in its
place and stead the following new Section 8.3 of the Employment Agreement:

                  " 8.3 NON-RENEWAL OR EXPIRATION OF EMPLOYMENT TERM. Pursuant
         to Section 2.2 hereof, the Company, in its sole and absolute
         discretion, has the option, among other things, to renew and extend
         this Agreement, and the employment of Employee hereunder. Pursuant to
         such Section 2.2, the Company also has the right,



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         in its sole and absolute discretion, not to renew or extend this
         Agreement, and the employment of Employee hereunder, beyond the
         Initial Term. In the event this Agreement is not renewed and extended
         by the Company beyond the expiration of the Initial Term or any
         Renewal Term, or otherwise expires in accordance with its terms (in
         each case, an "Expiration"), then (i) this Agreement and Employee's
         employment shall automatically cease and terminate upon such
         Expiration, and (ii) Employee shall be entitled to receive and be paid
         solely the amounts, on the terms, provided in Section 8.4 below, and
         the Company shall have no further obligation or liability to Employee
         hereunder (other than for any reimbursement of reasonable
         out-of-pocket business expenses properly incurred by Employee prior to
         such termination and documented to the Company in accordance with
         Sections 5.2(b) and 5.2(c) hereof). Notwithstanding any other term or
         provision in this Agreement (except as expressly provided in Section
         8.4 hereof), no right to payments or benefits shall arise hereunder or
         otherwise in the event the Company does not elect to renew or extend
         Employee's employment term (or this Agreement) beyond the Initial Term
         or any Renewal Term. "

                  (e) Section 8.4 of the Employment Agreement shall be amended
by deleting said existing Section 8.4 (and subsections (a), (b) and (c)
thereof) in its entirety and by inserting in its place and stead the following
new Section 8.4 of the Employment Agreement:

                  " 8.4 PAYMENTS UPON SECTION 8 TERMINATION OR EXPIRATION. (a)
         In the event of either (a) a termination of Employee's employment
         under, pursuant to and in compliance with Section 8.1 or Section 8.2
         hereof, which termination of employment occurs at any time, or (b) in
         the event of an Expiration (as such term is defined in Section 8.3
         hereof) of this Agreement, then Employee shall be entitled solely to
         the following payments and benefits:

                           (i) Employee's Base Salary then in effect, through
                  the date which is twelve (12) months following the date on
                  which Employee's employment is terminated or expires under the
                  terms of this Agreement (the "Special Severance Date"),
                  payable over such 12-month period at the Company's regular and
                  customary intervals for the payment of salaries as then in
                  effect; and

                           (ii) Employee's Stock Options to be granted under
                  the Option Agreement (as such terms are defined and described
                  in Section 4.1 hereof) shall vest as set forth in and in
                  accordance with the terms and provisions of the Option
                  Agreement; and

                           (iii) Employee's Restricted Stock to be granted to
                  Employee under and pursuant to the terms, restrictions and
                  provisions of the Restricted Stock Agreement (as such terms
                  are defined and described in Section 4.2 hereof) shall vest
                  as set forth in and in accordance with the schedule and other
                  terms and provisions of the Restricted Stock Agreement; and



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                           (iv) Employee's health and medical insurance
                  benefits described under Section 5.1(c) (in accordance with
                  the terms and provisions of such benefits and related plans),
                  shall be continued at the Company's expense through the date
                  which is six (6) months following the date on which
                  Employee's employment is terminated or expires under the
                  terms of this Agreement.

                  (b) Employee shall accept payment pursuant to this Section 8
         in full discharge and release of the Company of and from any further
         obligation or liability under this Agreement. "

                  (f) The reference in the parenthetical contained in the first
sentence of Section 9.2 of the Employment Agreement to "Section 8.4(b)(i)"
shall be amended by deleting said reference in its entirety and by inserting in
its place and stead the following Section reference: "SECTION 8.4".

         2.       UNAMENDED PROVISIONS CONTINUE IN EFFECT

         All provisions of the Employment Agreement not specifically amended by
the provisions of Section 1 of this Amendment shall remain and continue in full
force and effect.

         3.       MISCELLANEOUS

                  (a) This Amendment (together with the provisions of the
Employment Agreement not specifically amended by this Amendment) represents the
entire agreement between the parties with respect to the subject matter hereof
and shall not be modified or affected by, and supersedes, any and all prior
offers, proposals, statements, understandings, promises, assurances, warranties
or representations, oral or written, made by, for or on behalf of either party.
This Amendment may not be amended or modified except by an instrument in
writing signed by the Company and Employee.

                  (b) The fact that one party initially prepared the first
draft, or was responsible for revising subsequent drafts, of this Agreement
shall be accorded no weight, shall give rise to no presumption regarding
bargaining position, and otherwise shall not affect the construction, meaning
or interpretation of any term or provision hereof, each party having been
represented by counsel having reviewed and discussed the document and having
thoughtfully considered and weighed the relative merits and costs, benefits and
detriments, of each of the provisions hereof before entering into this
Agreement.

                  (c) This Amendment, and all questions as to its validity,
interpretation, meaning, performance and enforcement, shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Florida.



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                  (d) If the Company so desires, the Employment Agreement, as
amended by and pursuant to this Amendment, may be restated in its entirety by
incorporating the revisions contained and specified in this Amendment into an
amended and restated form of employment agreement.

                  (e) This Amendment may be executed in separate counterparts,
each of which shall be deemed to be an original as against any party whose
signature (or, in the case of the Company, whose officer's signature) appears
thereon, and all of which together shall constitute one and the same instrument
and agreement. This Amendment shall be and become binding when both parties
hereto have signed or executed one or more counterparts.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.




Witnesses:                                  POLLO TROPICAL, INC.

                                            By: /s/LARRY J. HARRIS
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                                            Name: Larry J. Harris
                                            Title: Chairman and Chief
                                                      Executive Officer




                                            EMPLOYEE



                                            /s/ NICHOLAS A. CASTALDO
---------------------------------           -----------------------------------
                                            NICHOLAS A. CASTALDO

                                            



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