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                                                                     EXHIBIT 2.3

                  SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT

         This Second Amendment to Stock Purchase Agreement (the "Second
Amendment") dated effective as of July 11, 2003, by and between AFC ENTERPRISES,
INC., a Minnesota corporation ("AFC") and STARBUCKS CORPORATION, a Washington
corporation ("Purchaser"), serves to amend the Stock Purchase Agreement dated as
of April 15, 2003, by and among the parties hereto (the "Stock Purchase
Agreement"). Capitalized terms not otherwise defined herein shall have the
meaning attributed to such terms in the Stock Purchase Agreement.

                                     RECITAL

The parties wish to amend Appendix B of the Stock Purchase Agreement to clarify
the treatment of Transferred Employees and benefit plans under the Agreement and
to correct certain typographical errors contained in the Stock Purchase
Agreement.

         Therefore, the parties agree to amend the Stock Purchase Agreement as
follows:

                                    AMENDMENT

1.       Amendments to Appendix B.

         1.1      The first sentence of Section 3(a) of Appendix B of the Stock
                  Purchase Agreement is amended to read as follows:

                  "Commencing at the Effective Time, Purchaser shall cause the
                  Companies to continue the at-will employment of each
                  Transferred Employee other than Transferred Employees who are
                  employed by AFC, and the Transferred Employees who are
                  employed by AFC shall become at-will employees of either
                  Purchaser or one of the Companies, as determined by
                  Purchaser."

         1.2      Section 4(a)(ii) of Appendix B of the Stock Purchase Agreement
                  is amended by adding the following sentence:

                  "Notwithstanding the foregoing, AFC shall not continue SRC
                  coverage (a fully insured health plan for certain restaurant
                  workers) for the Transferred Employees during the Extension
                  Period."

         1.3      Section 4(c) of Appendix B of the Stock Purchase Agreement is
                  amended by adding the following sentence:

                  "Purchaser acknowledges that coverage of the Transferred
                  Employees during the Extension Period will not be subject to
                  AFC's stop-loss coverage, and Purchaser agrees that it will be
                  liable to AFC for any amounts that would otherwise be
                  reimbursed by such coverage."

         1.4      The final sentence of Section 5(c) of Appendix B of the Stock
                  Purchase

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                  Agreement is amended to read as follows:

                  "During the Extension Period, but not beyond, AFC will allow
                  (through plan amendment or otherwise) Transferred Employees to
                  continue their participation in the flexible spending account
                  for health care under the AFC Group Health Plan. (As of the
                  Effective Time, Transferred Employees will cease participation
                  in their dependent care flexible spending accounts under the
                  AFC Group Health Plan, but may utilize any residual account
                  balances by submitting claims for expenses incurred during the
                  balance of the 2003 plan year, including the Extension
                  Period.) During the Extension Period, no additional
                  contributions to the Transferred Employees' flexible spending
                  accounts for health care will be withheld from the Transferred
                  Employees' compensation, but the total amount that each
                  Transferred Employee elected to contribute to his or her
                  flexible spending account for health care (minus any amount
                  used to reimburse previously incurred claims) will be
                  available to pay claims incurred during the Extension Period
                  as if they were contributed. During the Extension Period,
                  Transferred Employees will also have the opportunity to add,
                  change or cancel enrollment due to a qualified family status
                  change. Purchaser shall reimburse AFC for any amounts paid
                  from the Transferred Employees' flexible spending accounts for
                  health care for claims incurred during the Extension Period in
                  excess of the difference between the amount contributed to
                  these accounts by the Transferred Employees and any such
                  amounts used to reimburse previously incurred claims."

2.       Correction of Typographical Errors.

         2.1      The phrase "true and correct" is hereby inserted in the first
                  sentence of Section 6 of the Agreement after the phrase "which
                  representations and warranties set forth herein shall be".

         2.2      The word "and" is hereby inserted in the first sentence of
                  Section 6 of the Agreement after the phrase "as of the date
                  hereof".

         2.3      In Section 11.a.vii, the phrase "development of franchise
                  rights" is hereby amended to be "development or franchise
                  rights".

3.       Counterparts. This Second Amendment may be executed in one or more
         counterparts, all of which shall be considered one and the same
         agreement and shall become effective when one or more counterparts have
         been signed by each of the parties and delivered to the other parties.

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4.       Entire Agreement; Effectiveness of Second Amendment. This Second
         Amendment, together with the Stock Purchase Agreement, as amended by
         the First Amendment to the Stock Purchase Agreement dated June 30, 2003
         ("First Amendment")(including without limitation all exhibits,
         schedules and appendices thereto) constitutes the entire agreement
         between the parties, and supersedes all prior agreements and
         understandings, both written and oral, among the parties with respect
         to the subject matter of this Second Amendment. Except as expressly
         provided in this Second Amendment, all other terms and conditions of
         the Stock Purchase Agreement, including all exhibits, schedules and
         appendices thereto, and the First Amendment remain in full force and
         effect and are not amended or modified in any respect.

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IN WITNESS WHEREOF, the parties hereto have executed or caused this Second
Amendment to be executed and delivered their duly authorized officers, as of the
day and year first above written.

AFC ENTERPRISES, INC.                         STARBUCKS CORPORATION

By: /s/ Allan J. Tanenbaum                    By: /s/ Michael Casey
   -------------------------------               -------------------------------
Name: Allan J. Tanenbaum                      Name: Michael Casey
     -----------------------------                 -----------------------------

Title: Senior Vice President                  Title: Executive Vice President
      ----------------------------                  ----------------------------

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