Exhibit 10.13


   VIA AIRBORNE DELIVERY

   January 3, 2000


   Mr. Richard A. Peabody
   3725 Embassy Circle
   Palm Harbor, Florida 34685


   Dear Richard:

   This will memorialize our offer to you to join Romacorp, Inc. in accordance
   with our recent discussions. With an effective date of January 3, 2000 you
   will be appointed to the position of Vice President, Finance and Chief
   Financial Officer of Romacorp, Inc., it's parent Roma Restaurant Holdings,
   Inc. and it's subsidiary and affiliated companies ("Company").  You will
   be charged with responsibility for management of the Company's financial
   functions, including corporate financial reporting, accounting
   infrastructure and the management of the Company's Transition Services
   Agreement relationship with NPC International.  The purpose of this letter
   is to set out, generally, the terms and conditions of your employment.

   I.   BASE SALARY, BENEFITS AND BONUSES

    a.    Your beginning base salary will be $175,000 per year ("Base
          Salary") which will be paid bi-weekly in accordance with the
          Company's general payroll practices, subject to customary
          withholding. Compensation reviews will be annually thereafter.
          In addition, you will be entitled to participate in all of the
          Company's employee benefit programs for which senior executive
          employees of the Company are generally eligible, including, but
          not limited to, the Company's group medical coverage program and
          401(k). You will be eligible for a paid vacation in accordance
          with the policies of the Company, which provide initially for two
          weeks per year.

    b.    The Company will reimburse all reasonable expenses incurred by
          you, in the course of performing your duties, which are consistent
          with the Company's policies in effect from time to time with
          respect to travel, entertainment and other business expenses,
          subject to the Company's requirements with respect to reporting
          and documentation of these expenses.

    c.    In addition to Base Salary, the Board of Directors may award a
          bonus to you following the end of each fiscal year up to 50% of
          the Base Salary based upon Company performance, determined at the
          discretion of the Board.  It is anticipated that in any given
          fiscal year the bonus awarded would approximate 25% of Base Salary
          should the Company only meet performance goals contained in the
          Company's management plan.


   Mr. Richard A. Peabody
   January 3, 2000
   Page Two



    d.    You will be granted an option to purchase common stock of Roma
          Restaurant Holdings, Inc. pursuant to a standard option agreement
          in the form consistent with the Company's Non-Qualified 1998 Stock
          Option Plan, with number of shares and option price to be
          determined by the Compensation Committee of the Board of
          Directors.  You may recall from our discussions that these options
          vest 50% based on time in position over five years and 50% based
          on the Company meeting it's EBITDA performance goals.

    e.    You will receive a car allowance of approximately $350 per month.

   II.   RELOCATION

    a.    The Company will pay for a professional move from your residence
          in Palm Gardens, Florida to Dallas, Texas, including the expenses
          related to packing, loading, moving and unloading at your new
          residence.

    b.    You will be reimbursed the commission charged by a licensed real
          estate representative on the sale of your home up to 6% of the
          sales price.

    c.    The Company will pay for house hunting trips for you and your
          family as reasonable and necessary for your relocation.

   III.   TERM:  TERMINATION

    a.    Your employment may be terminated by the Company at any time for
          cause and, of course, you may terminate your employment
          voluntarily at any time for any reason, this latter being
          considered a "Voluntary Termination".

    b.    Upon (i) a Voluntary Termination of the employment relationship
          by you or (ii) termination of the employment relationship by the
          Company for cause, all future compensation or bonuses to which you
          would become entitled and all future benefits for which you would
          otherwise be eligible will cease as of the date of such
          termination; provided, however, that any salary, bonus, incentive
          payment, deferred compensation or other compensation or benefit
          which has vested to your benefit prior to the date of termination
          shall not be forfeited and shall be paid to you in accordance with
          the terms of such benefit.

    c.    Upon a termination of your employment as a result of a change of
          control of the Company which results in the elimination of your
          position or termination of your
          employment, you shall be entitled, in consideration of your
          continuing obligations hereunder following such termination, to
          receive your Base Salary, paid bi-weekly, as if your employment
          (which shall cease on the date of such termination) had continued
          for the twelve months following such termination; provided,
          however, that you shall be required and agree to use your
          reasonable best efforts to obtain, as expeditiously as

   Mr. Richard A. Peabody
   January 3, 2000
   Page Three



         possible, employment with at least a comparable salary and
         responsibilities
         commensurate with those set forth in this letter.  Should you
         obtain such a position, your right to receive the amounts and
         benefits set forth in this section shall cease as of the date of
         your employment.

    d.   You acknowledge that the information, observations, and data
          obtained by you while employed by the Company concerning the
          business and affairs of the Company, ("Confidential Information")
          are the property of the Company.  Therefore, you agree that you
          shall not disclose to any unauthorized person or use for your own
          purposes any Confidential Information without the prior written
          consent of the Company, unless and to the extent that (i) such
          information was otherwise available to you from a source other
          than the Company and (ii) the aforementioned matters become
          generally known to and available for use by the public other than
          as a result of your acts or omissions.  You shall deliver to the
          Company at the termination of your employment, or at any other
          time the Company may request, all memoranda, notes, plans,
          records, reports, computer disks, printouts and software and other
          documents and data together with any copies thereof relating to
          the Confidential Information or the business of the Company which
          you may then possess or have under your control.

   We are all pleased that you have chosen to join the Company and our
   management team. Your position, and its responsibilities, will be critical
   to the challenges that lie ahead.

   Please confirm your acceptance of the offer and terms and conditions set
   out in this letter by signing in the space provided below and returning one
   copy to me in the envelope provided.  Please let me or any of us know if
   there is anything we can do to assist in your move or transition.

   Very truly yours,

   ROMACORP, INC.


   /s/Robert B. Page
   -------------------------------
   Robert B. Page, President


   Agreed and Accepted this 3rd day of January 2000.

   /s/ Richard A. Peabody
   -----------------------------------------
   Richard A. Peabody