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                                                                   EXHIBIT 10.70

        FIRST AMENDMENT TO EMPLOYMENT AGREEMENT DATED DECEMBER 8, 2000
                                    BETWEEN
                     AFC ENTERPRISES, INC. (THE "COMPANY")
                                      AND
                         DICK R. HOLBROOK ("EMPLOYEE")


     WHEREAS, the Company and Employee entered into an Employment Agreement
dated as of December 8, 2000, (the "Employment Agreement") governing the terms
and conditions of Employee's employment with the Company; and

     WHEREAS, the Company and Employee desire to amend certain provisions of the
Employment Agreement;

     NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:

     1.   Section 1 of the Employment Agreement is hereby modified to add the
following paragraph at the end of Section 1:

          For purposes of this Section 1 only, the first "year"
          of the Term shall be deemed to begin as of the date
          hereof and end on December 31, 2001, and each one (1)
          year period thereafter shall coincide with the
          calendar year.

     2.   Section 3 of the Employment Agreement is hereby deleted in its
entirety and the following new Section 3 is inserted in lieu thereof:

          3.    Base Salary.
                -----------

          Beginning on January 1, 2001 and continuing during
          the term hereof, the Company shall pay Employee, in
          equal installments no less frequently than monthly, a
          base salary at the rate of no less than Four Hundred
          Twenty-five Thousand and No/100 Dollars (U.S.
          $425,000.00) per annum (the "Base Salary"). The
          Employee's Base Salary shall be reviewed by the Chief
          Executive Officer or the Board of Directors of the
          Company on an annual basis.

     3.   Section 4.02 of the Employment Agreement is hereby deleted in its
entirety and the following new Section 4.02 is inserted in lieu thereof:

          4.02  Target Incentive Pay.  The target Incentive Pay
                --------------------
          ("Target Incentive Pay") for Employee for the fiscal
          year of the Company ending in 2001 shall be as
          follows: Three Hundred Eighty-five Thousand and
          No/100 Dollars (U.S. $385,000); provided, however,
          that the Target Incentive Pay with respect to any
          fiscal year is subject to, and may be modified by,
          the Annual Incentive Plan approved by the Board of
          Directors pursuant to Section 4.01 above and this
          Section 4.02 shall be read accordingly. After 2001,
          the
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          Target Incentive Pay for Employee will be set by the
          Chief Executive Officer or the Board of Directors of
          the Company for each fiscal year and will be
          included in the Annual Incentive Plan for such year.

     4.   Section 11.03 of the Employment Agreement is hereby deleted in its
entirety and the following new Section 11.03 is inserted in lieu thereof:

          11.03  Survival.  The provisions of this paragraph 11
                 --------
          shall survive the termination of this Agreement for a
          period of four (4) years, unless Employee is
          terminated for Cause, in which event the provisions
          of this Section 11 shall not survive termination of
          this Agreement.

     5.   The Employment Agreement, as amended hereby, is hereby reaffirmed and
restated herein by the undersigned, and said Employment Agreement is hereby
incorporated herein by reference as fully as if set forth in its entirety in
this First Amendment.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
and Employee has hereunto set his hand this 8th day of February, 2001, effective
as of January 1, 2001.

                              COMPANY:

                              AFC ENTERPRISES, INC.

                              By: /s/ Frank J. Belatti
                                  -----------------------------------------
                                  Frank J. Belatti, Chief Executive Officer

                              EMPLOYEE:

                              /s/ Dick R. Holbrook (SEAL)
                              --------------------
                              Dick R. Holbrook

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