Exhibit
        10.6


**EMPLOYMENT
      AGREEMENT**


**JERRY
      LOVEJOY**




EMPLOYMENT
      AGREEMENT (the "Agreement") dated as of June 28, 2007 by and between El Pollo
      Loco, Inc. (the "Company") and Jerry Lovejoy (the "Executive").




WHEREAS,
      the Company considers it essential to its best interests and the best interests
      of its stockholders to employ Executive and
      to
      enter into an agreement embodying the terms of such employment ;
      and




WHEREAS,
      Executive is willing to accept employment on the terms hereinafter set forth
      in
      this Agreement.




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




1.  Term
      of Employment; Executive Representation .




a.  Employment
      Term .
      Subject
      to the provisions of Section 8 of this Agreement, Executive shall be employed
      by
      the Company for a period commencing on a date no later than June 28, 2007 (the
      date on which employment commences, the "Effective Date") and ending on December
      31, 2010 (the "Employment Term") on the terms and subject to the conditions
      set
      forth in the Agreement. Notwithstanding the preceding sentence, commencing
      with
      January 1, 2011 and on each January 1 thereafter (each an "Extension Date"),
      the
      Employment Term shall be automatically extended for an additional one-year
      period, unless the Company or Executive provides the other party hereto 60
      days'
      prior written notice before the next Extension Date that the Employment Term
      shall not be so extended. For the avoidance of doubt, the term "Employment
      Term"
      shall include any extension that becomes applicable pursuant to the preceding
      sentence.




b.  Executive
      Representation .
      Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the
      performance by Executive of the Executive's duties hereunder shall not
      constitute a breach of, or otherwise contravene, the terms of any employment
      agreement or other agreement or policy to which Executive is a party or
      otherwise bound.




2.  Position .




a.  During
      the Employment Term, Executive shall serve as the Company's Senior Vice
      President, Legal and shall principally perform Executive's duties to the Company
      and its affiliates from the Company's offices in the Orange County, California
      metropolitan area, subject to normal and customary travel requirements in the
      conduct of the Company's business. In such position, Executive shall have such
      duties and authority as shall be determined from time to time by the Chief
      Executive Officer of the Company and the Executive shall report directly to
      the
      Chief Executive Officer.




1




b.  During
      the Employment Term, Executive will devote Executive's full business time and
      best efforts to the performance of Executive's duties hereunder and will not
      engage in any other business, profession or occupation (including in an advisory
      capacity, consulting capacity, or otherwise) for compensation or otherwise
      which
      would conflict with the rendition of such services either directly or
      indirectly, without the prior written consent of the Board; provided that
      Executive shall be permitted to participate in such charitable and
      community-related services as Executive may choose; provided further
      that such services do not materially interfere with his duties
      hereunder.




3.  Compensation.




a.  During
      the Employment Term, the Company shall pay Executive a base salary (the "Base
      Salary") at the annual rate of $220,000 (less applicable withholding taxes),
      payable in regular installments in accordance with the Company's usual payment
      practices. Executive shall be entitled to such increases in Executive's Base
      Salary, if any, as may be determined from time to time in the sole discretion
      of
      the Board.




b.  With
      respect to each full calendar year during the Employment Term, Executive shall
      be eligible to earn an annual bonus award (an "Annual Bonus") calculated, in
      accordance with Exhibit A attached hereto, with a targeted bonus equal to
      seventy-five percent (75%) of Executive's then current Base Salary (the "Target
      Bonus").




4.  Equity.




a.  Option
      Grant. On the
      Effective Date, Executive will receive a stock option award to purchase 11,123
      shares of common stock of Chicken Acquisition Corp. on such terms and conditions
      provided for in a stock option agreement substantially in the form attached
      hereto as Exhibit B (the "Option Agreement").




b.  Additional
      Equity Investment. Subject
      to the execution of the Stockholders Agreement dated as of  November
      18, 2005, among the Company, and
      certain other stockholders of the Company, Executive shall invest $50,000 in
      Chicken Acquisition Corp.




5.  Employee
      Benefits .
      During
      the Employment Term, Executive shall be provided, in accordance with the terms
      of the Company's employee benefit plans as in effect from time to time, health
      insurance, retirement benefits and fringe benefits (collectively "Employee
      Benefits") on the same basis as those benefits are generally made available
      to
      other senior executives of the Company. Executive shall be provided with annual
      vacation of two (2) weeks per each 12-month period or additional weeks on a
      basis consistent with Company policy.




6.  Business
      Expenses .
      During
      the Employment Term, reasonable, documented business expenses incurred by
      Executive in the performance of Executive's duties hereunder shall be reimbursed
      by the Company in accordance with Company policies.




7.  Termination .
      The
      Employment Term and Executive's employment hereunder may be terminated by either
      party at any time and for any reason; provided that
      Executive will be required to give the Company at least 30 days advance written
      notice of any resignation of Executive's employment. Notwithstanding any other
      provision of this Agreement, the provisions of this Section 7 shall exclusively
      govern Executive's rights upon termination of employment with the Company and
      its affiliates.




2




a.  By
      the
      Company For Cause or By Executive's Resignation without Good
      Reason .




(i)  The
      Employment Term and Executive's employment hereunder may be terminated by the
      Company for Cause (as defined below) or by Executive's resignation without
      Good
      Reason (as defined below).




(ii)  For
      purposes of this Agreement, "Cause" shall mean action by the Executive that
      constitutes misconduct, dishonesty, the failure to comply with specific
      directions of the Board of Directors that are consistent with the terms hereof
      (after having been given a reasonably detailed written notice of, and a period
      of 20 days to cure, such misconduct or failure), a deliberate and premeditated
      act against the Company or its Affiliates, the commission of a felony, substance
      abuse or alcohol abuse which renders the Executive unfit to perform his duties,
      or any breach of the covenants set forth in Section 8 of this Agreement. Any
      voluntary termination of employment by the Executive in anticipation of an
      involuntary termination of the Executive's employment for Cause shall be deemed
      to be a termination for Cause.




(iii)  If
      Executive's employment is terminated by the Company for Cause, or if Executive
      resigns without Good Reason, Executive shall be entitled to
      receive:




(A)  the
      Base
      Salary through the date of termination;




(B)  any
      Annual Bonus earned but unpaid as of the date of termination for any previously
      completed calendar year;




(C)  reimbursement
      for any unreimbursed business expenses properly incurred by Executive in
      accordance with Company policy prior to the date of Executive's termination;
      and




(D)  such
      Employee Benefits, if any, as to which Executive may be entitled under the
      employee benefit plans of the Company (the amounts described in clauses (A)
      through (D) hereof being referred to as the "Accrued Rights").




Following
      such termination of Executive's employment by the Company for Cause or
      resignation by Executive without Good Reason, except as set forth in this
      Section 7(a), Executive shall have no further rights to any compensation or
      any
      other benefits under this Agreement.




b.  Disability
      or Death .




(i)  The
      Employment Term and Executive's employment hereunder shall terminate upon
      Executive's death and if Executive becomes physically or mentally incapacitated
      and is therefore unable for a period of six (6) consecutive months or for an
      aggregate of nine (9) months in any twenty-four (24) consecutive month period
      to
      perform Executive's duties (such incapacity is hereinafter referred to as
      "Disability"). Any question as to the existence of the Disability of Executive
      as to which Executive and the Company cannot agree shall be determined in
      writing by a qualified independent physician mutually acceptable to Executive
      and the Company. If Executive and the Company cannot agree as to a qualified
      independent physician, each shall appoint such a physician and those two
      physicians shall select a third who shall make such determination in writing.
      The determination of Disability made in writing to the Company and Executive
      shall be final and conclusive for all purposes of the Agreement.




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(ii)  Upon
      termination of Executive's employment hereunder for either Disability or death,
      Executive or Executive's estate (as the case may be) shall be entitled to
      receive:




(A)  the
      Accrued Rights; and




(B)  a
      pro
      rata portion of any Annual Bonus that the Executive would have been entitled
      to
      receive pursuant to Section 4 hereof in such year based upon the percentage
      of
      the calendar year that shall have elapsed through the date of Executive's
      termination of employment, payable when such Annual Bonus would have otherwise
      been payable had the Executive's employment not terminated,




Following
      Executives termination of employment due to death or Disability, except as
      set
      forth in this Section 7(b), Executive or Executive's estate (as the case may
      be)
      shall have no further rights to any compensation or any other benefits under
      this Agreement.




c.  By
      the
      Company Without Cause or by Executive's Resignation with Good
      Reason .




(i)  The
      Employment Term and Executive's employment hereunder may be terminated by the
      Company without Cause or by Executive with Good Reason.




(ii)  For
      purposes of this Agreement, "Good Reason" shall mean:




(A)  Executive's
      relocation by the Company outside Orange County, California; or




(B)  a
      reduction of Executive's title as set forth in Section 2(a) hereof;
      or




(C)  a
      reduction of Executive's Base Salary (as increased from time to time) as set
      forth in Section 3(a) hereof; or




(D)  the
      failure of the Company to provide or cause to be provided to Executive any
      of
      the employee benefits described in Section 5 hereof;




(E)  a
      change
      in Executive's reporting relationship; or




(F)  resignation
      after Executive reaches the age of 60; provided that
      none of the events described in clauses (A) through (E) of this Section 7(c)(ii)
      shall constitute Good Reason unless Executive shall have notified the Company
      in
      writing describing the events which constitute Good Reason and then only if
      the
      Company shall have failed to cure such event within thirty days after the
      Company's receipt of such written notice.




4




(iii)  If
      Executive's employment is terminated by the Company without Cause (other than
      by
      reason of death or Disability), or by Executive with Good Reason, Executive
      shall be entitled to receive:




(A)  the
      Accrued Rights;




(B)  a
      pro
      rata portion of any Annual Bonus that the Executive would have been entitled
      to
      receive pursuant to Section 4 hereof in such year based upon the percentage
      of
      the calendar year that shall have elapsed through the date of Executive's
      termination of employment, payable when such Annual Bonus would have otherwise
      been payable had the Executive's employment not terminated; and




(C)  except
      in
      the case of Executive's resignation for Good Reason pursuant to clause
      (c)(ii)(F) of this Section 7, and subject to Executive's continued compliance
      with the provisions of Section 8 and 9, continued payment of the Base Salary
      until twelve 12 months after the date of such termination; provided that
      aggregate amount described in this clause (C) shall be reduced by the amount
      of
      any other cash severance or termination benefits payable to Executive under
      any
      other plans, programs or arrangements of the Company or its
      affiliates.




Following
      Executive's termination of employment by the Company without Cause (other than
      by reason of Executive's death or Disability) or by Executive's resignation
      with
      Good Reason, except as set forth in this Section 7(c), Executive shall have
      no
      further rights to any compensation or any other benefits under this
      Agreement.




d.  Notice
      of Termination .
      Any
      purported termination of employment by the Company or by Executive (other than
      due to Executive's death) shall be communicated by written Notice of Termination
      to the other party hereto in accordance with Section 11(g) hereof. For purposes
      of this Agreement, a "Notice of Termination" shall mean a notice which shall
      indicate the specific termination provision in this Agreement relied upon and
      shall set forth in reasonable detail the facts and circumstances claimed to
      provide a basis for termination of employment under the provision so
      indicated.




8.  Non-Competition .
      Executive acknowledges and recognizes the highly competitive nature of the
      businesses of the Company and its affiliates and accordingly agrees as
      follows:




a.  Executive
      agrees that during the term of employment and until the first anniversary of
      the
      date of termination of Executive's employment with the Company or any subsidiary
      of the Company, as the case may be (the " Non-Competition
      Period "),
      the
      Executive will not directly or indirectly, (i) engage in any business that
      operates quick service restaurants that compete directly with the business
      of El
      Pollo Loco, Inc. or its Affiliates in any market in which El Pollo Loco, Inc.
      or
      its Affiliates operate restaurants or have targeted operating restaurants at
      the
      time of termination of Executive's employment (a "Competitive Business"), (ii)
      enter the employ of, or render any services (including in an advisory capacity,
      consulting capacity, or otherwise) to, any person engaged in a Competitive
      Business, (iii) acquire a financial interest in, or otherwise become actively
      involved with, any person engaged in a Competitive Business, directly or
      indirectly, as an individual, partner, shareholder, officer, director,
      principal, agent, trustee or consultant, or (iv) interfere with business
      relationships (whether formed before or after the date of this Agreement)
      between the Company or any of its Affiliates and customers, suppliers, partners,
      members or investors of the Company or its Affiliates. Notwithstanding the
      foregoing, Executive may, directly or indirectly own, solely as an investment,
      securities of any person engaged in Competitive Business which are publicly
      traded on a national or regional stock exchange or on the over-the-counter
      market if Executive (i) is not a controlling person of, or a member of a group
      which controls, such person and (ii) does not, directly or indirectly, own
      5% or
      more of any class of securities of such person.




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b.  Executive
      further agrees that during the Non-Competition Period, Executive will not,
      directly or indirectly, (i) solicit or encourage any employee of the Company
      or
      its Affiliates to leave the employment of the Company or its Affiliates, (ii)
      solicit or encourage any employee who was employed by the Company or its
      Affiliates as of the date of Executive's termination of employment with the
      Company or who left the employment of the Company or its Affiliates within
      one
      year prior to or after the termination of Executive's employment with the
      Company, or (iii) solicit or encourage to cease to work with the Company or
      its
      Affiliates any consultant then under contract with the Company or its
      Affiliates.




c.  It
      is
      expressly understood and agreed that although Executive and the Company consider
      the restrictions contained in this Section 8 to be reasonable, if a final
      judicial determination is made by a court of competent jurisdiction that the
      time or territory or any other restriction contained in this Agreement is an
      unenforceable restriction against Executive, the provisions of this Agreement
      shall not be rendered void but shall be deemed amended to apply as to such
      maximum time and territory and to such maximum extent as such court may
      judicially determine or indicate to be enforceable. Alternatively, if any court
      of competent jurisdiction finds that any restriction contained in this Agreement
      is unenforceable, and such restriction cannot be amended so as to make it
      enforceable, such finding shall not affect the enforceability of any of the
      other restrictions contained herein.




9.  Confidentiality .
      Executive will not at any time (whether during or after Executive's employment
      with the Company) disclose or use for Executive's own benefit or purposes or
      the
      benefit or purposes of any other person, firm, partnership, joint venture,
      association, corporation or other business organization, entity or enterprise
      other than the Company and any of its subsidiaries or affiliates, any trade
      secrets, information, data, or other confidential information relating to
      customers, development programs, costs, marketing, trading, investment, sales
      activities, promotion, credit and financial data, manufacturing processes,
      financing methods, plans, or the business and affairs of the Company generally,
      or of any subsidiary or affiliate of the Company, provided that the
      foregoing shall not apply to information which is not unique to the Company
      or
      which is generally known to the industry or the public other than as a result
      of
      Executive's breach of this covenant; provided further
      that the foregoing shall not apply when Executive is required to divulge,
      disclose or make accessible such information by a court of competent
      jurisdiction or an individual duly appointed thereby, by any administrative
      body
      or legislative body (including a committee thereof) having supervisory authority
      over the business of the Company, or by any administrative body or legislative
      body (including a committee thereof) with jurisdiction to order Executive to
      divulge, disclose or make accessible such information. Executive agrees that
      upon termination of Executive's employment with the Company for any reason,
      he
      will return to the Company immediately all memoranda, books, papers, plans,
      information, letters and other data, and all copies thereof or therefrom, in
      any
      way relating to the business of the Company and its affiliates, except that
      he
      may retain personal notes, notebooks and diaries that do not contain
      confidential information of the type described in the preceding sentence.
      Executive further agrees that he will not retain or use for Executive's account
      at any time any trade names, trademark or other proprietary business designation
      used or owned in connection with the business of the Company or its
      affiliates.




6




10.  Specific
      Performance .
      Executive acknowledges and agrees that the Company's remedies at law for a
      breach or threatened breach of any of the provisions of Section 8 or Section
      9
      would be inadequate and, in recognition of this fact, Executive agrees that,
      in
      the event of such a breach or threatened breach, in addition to any remedies
      at
      law, the Company, without posting any bond, shall be entitled to cease making
      any payments or providing any benefit otherwise required by this Agreement
      and
      obtain equitable relief in the form of specific performance, temporary
      restraining order, temporary or permanent injunction or any other equitable
      remedy which may then be available.




11.  Miscellaneous .




a.  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California, without regard to conflicts of laws principles
      thereof.




b.  Entire
      Agreement/Amendments .
      This
      Agreement contains the entire understanding of the parties with respect to
      the
      employment of Executive by the Company. There are no restrictions, agreements,
      promises, warranties, covenants or undertakings between the parties with respect
      to the subject matter herein other than those expressly set forth herein. This
      Agreement supersedes any other agreements or representations, oral or otherwise,
      express or implied, with respect to the subject matter hereof which have been
      made by either party. This Agreement may not be altered, modified, or amended
      except by written instrument signed by the parties hereto.




c.  No
      Waiver .
      The
      failure of a party to insist upon strict adherence to any term of this Agreement
      on any occasion shall not be considered a waiver of such party's rights or
      deprive such party of the right thereafter to insist upon strict adherence
      to
      that term or any other term of this Agreement.




d.  Severability .
      In the
      event that any one or more of the provisions of this Agreement shall be or
      become invalid, illegal or unenforceable in any respect, the validity, legality
      and enforceability of the remaining provisions of this Agreement shall not
      be
      affected thereby.




e.  Assignment .
      This
      Agreement shall not be assignable by Executive. This Agreement may be assigned
      by the Company to a company which is a successor in interest to substantially
      all of the business operations of the Company. Such assignment shall become
      effective when the Company notifies the Executive of such assignment or at
      such
      later date as may be specified in such notice. Upon such assignment, the rights
      and obligations of the Company hereunder shall become the rights and obligations
      of such successor company, provided that any
      assignee expressly assumes the obligations, rights and privileges of this
      Agreement.




7




f.  Successors
      Binding Agreement .
      This
      Agreement shall inure to the benefit of and be binding upon personal or legal
      representatives, executors, administrators, successors, heirs, distributes,
      devises and legatees.




g.  Notice .
      For the
      purpose of this Agreement, notices and all other communications provided for
      in
      the Agreement shall be in writing and shall be deemed to have been duly given
      when delivered or mailed by United States registered mail, return receipt
      requested, postage prepaid, addressed to the respective addresses set forth
      below Agreement, or to such other address as either party may have furnished
      to
      the other in writing in accordance herewith, except that notice of change of
      address shall be effective only upon receipt.




If
      to the
      Company:





El
      Pollo
      Loco, Inc.


3333
      Michelson Drive


Suite
      550


Irvine,
      CA 92612


Attn:
      President





With
      a
      copy to:





Trimaran
      Capital Partners


622
      Third
      Avenue, 35 th Floor


New
      York,
      NY 10017


Attn:
      Steven Flyer





If
      to
      Executive: To the most recent address of Executive set forth in the personnel
      records of the Company.




h.  Withholding
      Taxes .
      The
      Company may withhold from any amounts payable under this Agreement such Federal,
      state and local taxes as may be required to be withheld pursuant to any
      applicable law or regulation.




i.  Counterparts .
      This
      Agreement may be signed in counterparts, each of which shall be an original,
      with the same effect as if the signatures thereto and hereto were upon the
      same
      instrument.




8




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


/s/
              Jerry
              LovejoyJERRY
              LOVEJOY




CHICKEN
                ACQUISITION CORP.,on
                  behalf of its subsidiary,
                EL
                  POLLO LOCO, INC.By:
              /s/
                Stephen E. CarleyName:Stephen
                  E. Carley
                Title:President




9




**Exhibit
      A**




**Annual
      Bonus Calculation**




(i)  Bonuses
      for any calendar year will be established by reference to budgeted "EBITDA"
      for
      such calendar year ("Budgeted EBITDA"), with EBITDA defined as the income of
      the
      Company before, without duplication, interest expense, amortization of deferred
      financing fees and acquisition-related bank/financing fees, income taxes,
      depreciation and amortization expense, before gains (or losses) on the sale
      of
      Company operated restaurants or other significant assets, after all bonuses
      including the Annual Bonus) and profit sharing expenses of the Company of any
      kind. Budgeted EBITDA will be established by the Company's Board of Directors
      (following annual plan reviews with the Company's management) within the first
      three months of each calendar year during the Employment Term.




The
      bonus
      for any calendar year will in no event exceed 150% of the Target Bonus for
      such
      calendar year and will be calculated on the basis of the extent of attainment
      of
      Budgeted EBITDA for such calendar year as follows:




**EBITDA
                as Percentage of Budgeted EBITDA**
            
            **Percent
                of Target Bonus To Be Paid EBITDA**Less
                than 90%
            
            0%90%
            
            25%100%
            
            100%125%
                or more
            
            150%





For
      purposes of calculating bonuses in the event that EBITDA exceeds 90% of budgeted
      EBITDA but is less than 125% of Budgeted EBITDA, payout amounts shall be
      calculated in accordance with the following interpolative
      principles:




!
            Between
                90% of Budgeted EBITDA and 100% of Budgeted EBITDA, the payout will
                be
                based on a linear sliding scale between 25% and 100% of the Target
                Bonus
                (e.g., at 95% of Budgeted EBITDA, the payout will equal 62.5% of
                the
                Target Bonus, and, at 98% of Budgeted EBITDA, the payout will equal
                85% of
                the Target Bonus); and




!
            Between
                100% of Budgeted EBITDA and 125% of Budgeted EBITDA, the payout will
                be
                based on a linear sliding scale between 100% and 150% of the Target
                Bonus
                (e.g., at 110% of Budgeted EBITDA, the payout will equal 120% of
                the
                Target Bonus, and, at 120% of Budgeted EBITDA, the payout will equal
                140%
                of the Target Bonus).




10


**Exhibit
      B**





**[Attach
      Form of Option Agreement]**




11