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                                                                 EXHIBIT 10.45


                            [CASA OLE LETTERHEAD]



                                                May 20, 1997



Mr. Andrew Dennard
Monterey's Acquisition Corp.
3838 N. Sam Houston Pkwy., Suite 520
Houston, TX  77032

Dear Drew,

        As you already know, we are very excited about the pending acquisition
of Monterey's Acquisition Corp.  We think that a combination of the two
entities will create a stronger company and a company that will have greater
resources to continue our growth strategy.  We realize that Monterey's is
operated by a team of talented individuals, and we would like to benefit by
having those individuals join our management team.  I believe that Curt
Glowacki has already assured Lou that he will be joining us when the
transaction is complete.  We would like to have you join us as well.
Therefore, we are prepared to make the following offer to you:

Position:               Vice President and Controller

Base Salary:            $72,500 annually, subject to annual review

Car Allowance:          $500 per month plus reimbursement for reasonable auto
                        insurance

Annual Bonus:           For fiscal 1997, not less than what would have been
                        earned at Monterey's (estimated to be $6,000).  In 1998
                        you will be eligible for a share of the executive bonus
                        pool that will be paid pursuant to a bonus plan to be
                        established by the Board of Directors of the Company
                        for 1998 performance.  The 1998 pay-out will be based
                        on the increase in after-tax earnings (unless otherwise
                        determined by the Board of Directors) generated by Casa
                        Ole Restaurants, Inc. on a consolidated basis, as well
                        as your specific accomplishments on your personal
                        goals.

Stock Options:          15,000 options for Casa Ole Restaurants, Inc. stock,
                        exercisable at the closing price of the stock on the
                        date of closing of the  purchase transaction, with
                        vesting over five years at 10%, 15%, 25%, 25%, 25%.  At
                        the discretion of the Board of Directors, you will be
                        eligible for future stock option grants.


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                                                                 EXHIBIT 10.45


Long-term Comp:         You will be eligible for annual contributions, as
                        determined by the Board of Directors, to a
                        Non-Qualified Deferred Compensation Plan to be
                        established by the Company to provide you with certain
                        long-term insurance and income benefits.

Insurance:              Company-paid medical coverage, which includes a modest
                        amount  of life insurance; dental insurance is
                        available at a nominal bi-weekly cost.

Vacation Days:          10 business days during the first year of employment
                        and 15 days in each year thereafter.  Vacation does
                        not accrue or carry over from one year to the next.

Severance:              From the start of employment with the Company you will
                        have a one-year rolling forward employment compensation
                        protection agreement.  If you are terminated, the
                        Company will pay your base salary until you have found
                        alternative employment for up to one year after
                        termination of employment.  In return for this
                        compensation coverage you will agree to give the
                        Company a minimum of six months notice of your
                        intention to leave employment with the Company.  In the
                        event you resign with less that 6 months notice, you
                        will forfeit the benefits you have obtained under the
                        Stock Option Plan, as well as any vacation pay that is
                        accrued but unpaid at the time of such resignation.

Non-Compete:            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 Mexican
                        restaurant operation, or any other restaurant business
                        whose menu and trade dress is substantially similar to
                        that employed by our concept.

Effective Date:         Effective date of purchase transaction with Monterey's
                        Acquisition Corp.

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                                                                 EXHIBIT 10.45



        Drew, I think this is a great opportunity for you, and I hope you will
join us.  Together I think we will make a great team.


Sincerely,                                  Agreed and Accepted,


/s/  Stacy M. Riffe                         /s/  Andrew J. Dennard
------------------------                    --------------------------
Stacy M. Riffe                              Andrew Dennard
Vice President &                            Date:  5/22/97
  Chief Financial Officer

cc:  Louis P. Neeb