Exhibit 10.32

Development Agreement No. 618493
  Atlanta, Georgia

FRANCHISE DEVELOPMENT AGREEMENT

THIS
FRANCHISE DEVELOPMENT AGREEMENT (Agreement)
is made and entered into this ___ day of August, 2006, by and between EL POLLO LOCO, INC.,
a Delaware corporation, with its
principal place of business at 3333 Michelson Drive, Suite 550, Irvine,
California 92612 (referred to herein as El
Pollo Loco or Franchisor)
and Fiesta Brands, Inc., with its principal place of business at
_____________________________________, Atlanta, Georgia ______ (Developer).

RECITALS

A. Franchisor owns certain proprietary and other property rights and
interests in and to the El Pollo Loco trademark and service mark, and such
other trademarks, service marks, logo types, insignias, trade dress designs and
commercial symbols as Franchisor may from time to time authorize or direct
Developer to use in connection with the operation of an El Pollo Loco
Restaurant (the El Pollo Loco® Marks).  Franchisor has a distinctive plan for the
operation of retail outlets for the sale of flame-broiled food items and
related products, which plan includes but is not limited to the El Pollo Loco®
Marks and the Operations Manual (the Manual),
policies, standards, procedures, employee uniforms, signs, menu boards and
related items, and the reputation and goodwill of the El Pollo Loco® chain of
restaurants (collectively, the El Pollo
Loco® System).

B. Developer represents that it is experienced in and has independent
knowledge of the nature and specifics of the restaurant business.  Developer represents that in entering into
this Agreement it has relied solely on its personal knowledge and has not
relied on any representations of Franchisor or any of its officers, directors,
employees or agents, except those representations contained in any legally required
disclosure document delivered to Developer.

C. Developer desires to obtain development rights from Franchisor
within a specified geographical area (the Territory)
specified in  Exhibit A attached hereto and made a part hereof.

D. Franchisor is willing to grant the exclusive right to develop and
open El Pollo Loco® restaurants within the Territory referenced in Exhibit
A.

NOW, THEREFORE, in consideration of the mutual covenants and
obligations herein contained, the parties hereto agree as follows:

1.  Development Rights in Territory.

1.1Franchisor hereby grants to
Developer, subject to the terms and conditions of this Agreement and as long as Developer shall not
be in default of this Agreement or any other development, franchise or other agreement
between Developer and Franchisor, exclusive development rights to obtain
franchises to establish and operate

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Development Agreement No. 618493Atlanta, Georgia

twenty-five (25) franchised restaurants, and to use the El Pollo Loco®
System solely in connection therewith, at specific locations to be designated
in separate franchise agreements (the Franchise
Agreements).  Developer expressly acknowledges that the exclusive
rights granted herein are subject to Franchisors reserved rights in Section
2.6 below, apply only to the right to develop new restaurants in the Territory,
and no exclusive territory or radius protection for the term of any Franchise
Agreement is granted herein.The Franchise Agreements executed in
accordance with this Agreement for each restaurant to be developed under this
Agreement shall be in the form currently in use by Franchisor at the time of
final RESAC (defined in Section 2.4 below) approval of each specific restaurant
site by Franchisor.  An Amendment to the
Franchise Agreement in the form attached hereto as Exhibit C shall be
executed concurrently with each such Franchise Agreement executed hereunder;
provided, however, that the Section references in brackets ([]) shall be
amended, as necessary, to refer to the Sections in the then-current forms of
Franchise Agreement to be entered into pursuant to this Agreement.

Provided that Developer is and has at all times been in compliance with
the terms of this Agreement, Developer shall have the option to develop an
additional twenty-five (25) franchised restaurants in the Territory (the Option).
The development schedule for the restaurants that are subject to the
Option is set forth in Exhibit B hereto.
Developer may exercise the Option by providing Franchisor on or before
December 31, 2009 with: (a) written notice of Developers intent to exercise
the Option; and (b) a payment in the amount of Two Hundred Fifty Thousand
Dollars ($250,000) ($10,000 for each restaurant).  The Option will not be considered exercised until Franchisor has
received full payment from Developer therefor.
If and when the Option is exercised, the Development Schedule under this
Agreement shall be deemed to incorporate the additional restaurants subject to
the Option.

1.2After the third year of this
Agreement, Developer shall be entitled to relocate up to ten percent (10%) of
the restaurants then operated in the Territory (rounded down to the nearest
whole number) and to move those restaurants to a new location, provided: (a)
Developer is and has during the term of this Agreement been in compliance with
the terms of this Agreement; (b) Developer has opened and is operating at least
sixteen (16) franchised restaurants in the Territory; (c) the combined average
sales of all of Developers restaurants in the Territory are at or above the
most recently published El Pollo Loco franchise restaurant chain average AUVs
(as measured by the six (6) month period preceding Developers decision to
relocate); and (d) that each restaurant to be relocated is replaced with a new
restaurant that is located in the same trade area within the time period set
forth in this Section.  Each unit that
Developer chooses to relocate in the Territory must have been open and
operating for at least three (3) years prior to Developers relocation
decision.  Developer shall give Franchisor
at least six (6) months advance written notice of its intent to exercise this
relocation right, and Developer shall open each relocated restaurant no later
than thirty (30) days after closing the restaurant to be relocated.  All sites for restaurants in the Territory,
whether a new restaurant or a restaurant to be relocated pursuant to this
Section, shall be subject to the RESAC approval process set forth in Section
2.4 below.  Developer shall be entitled to
transfer

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Development Agreement No. 618493Atlanta, Georgia

the franchise fee paid for the original restaurant to the relocated
unit provided the decision to relocate the restaurant occurs prior to the tenth
(10th) anniversary of the date of this Agreement.

In addition to Developers right to relocate a restaurant as described
above, and provided Developer is exceeding its restaurant development
obligations under the Development Schedule (e.g., has opened a greater
number of restaurants at or before the scheduled opening date than is required
under the Development Schedule), Developer shall have the right to request
Franchisors consent to close one or more of Developers restaurants, which
consent shall not be unreasonably withheld.
Developer shall not have the right to request the closure of a restaurant(s)
if Developer is not in compliance with the Development Schedule, or if the
requested restaurant(s) closures, if such restaurants are closed, would cause
Developer to not be in compliance with the Development Schedule.  Developer shall not be entitled to close any
restaurant in the Territory without the prior written consent of
Franchisor.  If Franchisor grants
Developer the right to close a restaurant (without the intent to relocate that
restaurant pursuant to this Section 1.2), such restaurant closure shall not
diminish Developers right in this Section 1.2 to close and relocate up to ten
percent (10%) of the restaurants it operates in the Territory.

1.3 Prior to or concurrent with the execution of this Agreement,
Developer shall meet with Franchisors development representatives and prepare
a market development plan for the units to be constructed and opened by
Developer in the Territory (identifying specific key areas, key intersections
and trade areas in the Territory) and all development pursuant to this
Agreement shall be in accordance with this plan (the Market Plan).  The Market Plan shall include proposed radii
of areas where sites
are to located, ranking and prioritization of site locations and other
information customarily used by market planners in the restaurant industry.  Developer and Franchisor shall jointly
approve the Market Plan.

1.4 The parties hereto recognize that demographics, market economics,
real estate values, competition and other conditions may change in the
Territory over the term of this Agreement and that such changes may impact the
Market Plan.  Therefore, the parties
agree that it is in their respective best interests to review the Market Plan
periodically throughout the term of this Agreement.  On the first anniversary of the approval of the initial Market
Plan and at least once annually thereafter, Developer and Franchisor shall
review the Market Plan and make such revisions as are required to maximize the
successful development of the El Pollo Loco® System in the Territory.

2.0 Limitation on Development Rights.

2.1 Developer must submit sites for approval, enter into binding leases
or purchase agreements and open to the public the number of El Pollo Loco®
restaurants on such approved sites each calendar year as required on the
Development Schedule, all as set forth on Exhibit Battached
hereto and made a part
hereof.

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Development Agreement No. 618493Atlanta, Georgia

2.2 For purposes of the Development Schedule in Exhibit
B, no credit will be given for the
development of El Pollo Loco® restaurants outside the Territory, regardless of
the fact that Developer may, upon proper application, obtain from Franchisor an
El Pollo Loco® Franchise Agreement for any such development.

2.3 Although this Agreement affords the Developer the right to develop
and open El Pollo Loco® restaurants within the Territory, as set forth on Exhibit
A, all restaurants developed under
this Agreement must be duly licensed through individual Franchise
Agreements.  Developer will execute El
Pollo Locos then standard Franchise Agreement in use at the time of execution
for each restaurant developed under this Agreement, and agrees to pay
Franchisor the current fees, royalties and other required payments in
accordance with the Uniform Franchise Offering Circular then in effect;
provided, however, that the amendment to the Franchise Agreement attached to
this Agreement as Exhibit C
shall apply to each Franchise Agreement entered into in connection with this
Agreement.Execution
of the appropriate Franchise Agreement and amendment, and payment of the
initial franchise fee and/or any other required fees, must be accomplished
prior to the commencement of construction at any site.

2.4
Developer must satisfy all Franchisors financial and operational criteria then
in effect prior to El Pollo Locos execution of each standard Franchise Agreement
issued pursuant to this Agreement.
Developer shall provide Franchisor with current information pertaining
to Developers financial condition and the financial condition of the majority
and managing members/partners/shareholders and affiliates, including Fiesta
Brands, LLC and Fiesta Realty, Inc., of Developer at any time upon El Pollo
Locos request and in no event less than once annually.  Developer acknowledges that, among other
things, it will be required to submit annual financial statements of Developer
and its affiliates, including Fiesta Brands, LLC and Fiesta Realty, Inc., and
financial statements of each of its principal owners and Managing Members to be
eligible for financial approval by El Pollo Loco.  Developer shall also provide Franchisor with binding commitments
and evidence of funding from third party lending/financing sources from time to
time as reasonably requested by Franchisor.
In the event any of the majority owners of Developer shall also be the
Managing Members and/or majority owners of any other entity which is a
franchisee of El Pollo Loco, then each such franchisee entity must be
operationally and financially approved by Franchisor before approval for
expansion will be granted to any one franchisee entity.  Managing
Members shall be any individuals or officers or directors of
entities who are designated as the primary decision makers or general managers
of the franchisee entity and those individuals or entities who (individually or
collectively) own at least 51% interest in the franchisee entity.

Developer shall use its best efforts to retain qualified real estate
professionals (including licensed brokers) to locate proposed sites for the
restaurants.  Developer shall submit
proposed sites for each franchise restaurant unit to be developed under this
Agreement for acceptance by Franchisors Real Estate Site Approval Committee (RESAC), together with such site
information as may be reasonably required by Franchisor to evaluate the
proposed site, no later than the dates set forth in Exhibit B as RESAC

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Development Agreement No. 618493Atlanta, Georgia

Submittal Dates, the first of which shall be approximately ninety (90)
days after execution of this Agreement.
Franchisor shall, provided there exists no default by Developer under
this Agreement or any other development, franchise or other agreement between
Franchisor and Developer, evaluate each site proposed for which Developer has
provided all necessary evaluation information, and shall promptly after receipt
of Developers proposal, send to Developer written notice of acceptance or
non-acceptance of the site. Developer shall thereafter provide Franchisor with
a copy of a fully executed lease or binding purchase agreement (with all
contingencies to Developers obligations waived or satisfied, except permitting
contingencies) for each approved site within approximately sixty (60) days
after RESAC Site Approval, but no later than the dates set forth in Exhibit B
(Site Commitment Dates).  Each lease submitted shall be for a minimum
term which, with renewal options is not less than the initial term of the
Franchise Agreement and shall contain the provisions required in Section 4.2 of
the Franchise Agreement.

Each subsequent site to be developed pursuant to the Development
Schedule shall be submitted for approval by RESAC by the date set forth in
Exhibit B.  Similarly, each fully
executed lease or purchase agreement (with all contingencies to Developers
obligations waived or satisfied, except permitting contingencies) relating to each
subsequent site shall be delivered to Franchisor on or before the Site
Commitment Date for each respective restaurant as set forth in Exhibit
B.

Franchisor shall send representatives to evaluate proposed site(s) for
each restaurant to be developed under this Agreement, and Franchisor will do so
at its own expense for the first two (2) proposed sites for each
restaurant.  If Franchisee proposes, and
Franchisor evaluates, more than two (2) sites for each restaurant, then
Franchisee shall reimburse Franchisor for the reasonable costs and expenses
incurred by Franchisors representatives in connection with the evaluation of
such additional proposed site(s), including, without limitation, the costs of
lodging, travel and meals.  In addition,
as a condition to reviewing a proposed site for the restaurant, and to
determine the impact a proposed site may have on other existing restaurants
operating under the El Pollo Loco® System, Franchisor may require Franchisee to
pay for a market study conducted by a third party of the proposed site and the
surrounding geographic area. Site approval does not assure that a Franchise
Agreement will be executed.  Execution
of the Franchise Agreement is contingent upon Developer purchasing or leasing
the proposed site within sixty (60) days after approval of the site by the
Franchisor.

2.5 Developer acknowledges that time is of the essence in this
Agreement.  If Developer has not
obtained approval and entered into a binding lease or purchase agreement for
each site for restaurants to be developed under this Agreement by the
applicable Site Commitment Date, Developer shall be in default of its
obligations under the Development Schedule and Franchisor shall be entitled to
exercise its rights and remedies under this Agreement, up to and including
termination of this Agreement.  Without
limiting Franchisors rights and remedies under this Agreement, should
Developer fail to meet its obligations under the Development Schedule to
deliver a binding lease or purchase agreement to Franchisor for each restaurant
by the Site

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Development Agreement No. 618493Atlanta, Georgia

Commitment Date, Developer may, among other things, and at Franchisors
election and upon written notice by Franchisor as set forth in Section 10.3
below, lose its exclusive rights in the Territory.

Developer also acknowledges that it is required pursuant to this
Agreement to open restaurants in the future pursuant to dates set forth in the
Development Schedule attached as Exhibit B.
If Developer fails to meet the opening date for any restaurant to be
developed under this Agreement, Developer shall be in default and Franchisor
shall be entitled to exercise all rights and remedies available to Franchisor
under this Agreement, including the remedies set forth in Section 10.3 below,
and the forfeiture of all Development Fees paid to Franchisor.  Developer acknowledges that if Developer
fails to open restaurants in a timely manner pursuant to the Development
Schedule, Franchisor will suffer lost revenues, including royalties and other
fees which would be difficult to calculate and which would have received had Developer
met the agreed schedule or had Franchisor had the right to grant development
rights to others in the Territory.  A
default under this Agreement for failure to comply with the Development
Schedule shall not be a default under any Franchise Agreement previously
executed between Developer and Franchisor.

Notwithstanding the foregoing, Franchisor
reserves the right, in its sole discretion, to grant Developer an extension of
six (6) months to the Development Schedule for a particular restaurant (a Development
Schedule Extension); provided, however, Developer shall be required
to pay Franchisor a fee in the amount of Five Thousand Dollars ($5,000) (the Development
Schedule Extension Fee) for each restaurant that is to be granted a
Development Schedule Extension.  The
Development Schedule Extension Fee shall be non-refundable but applicable to
the initial franchise fee for the next restaurant developed pursuant to the
Development Schedule.  Notwithstanding
the foregoing, Franchisor reserves the right to waive the applicable
Development Schedule Extension Fee, in its discretion, upon a showing by
Developer, to Franchisors satisfaction, that (i) Developer has used its best
efforts to comply with the Development Schedule; and (ii) Developer has been unable
to comply with the Development Schedule as a result of conditions or events
outside of Developers control, including, but not limited to, acts of force
majeure such as strikes, material shortages, fires, floods, earthquakes and
other acts of God.

Developer acknowledges that the estimated initial investment and
estimated expenses set forth in Items 6 and 7 of our Uniform Franchise Offering
Circular are subject to and likely to increase over time, and that future
restaurants will likely involve a greater initial investment and operating
capital requirements than those stated in the UFOC provided to Developer prior
to the execution of this Agreement.

2.6
Franchisor shall retain the right to:

a) Open and operate El Pollo Loco® restaurants or franchise others to
open and operate El Pollo Loco® restaurants, at all universities, colleges,
airports, hospitals, municipal facilities, public transportation facilities,
shopping malls (not including

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Development Agreement No. 618493Atlanta, Georgia

outparcels), stadiums, amusement parks and similar locations of a
non-standard nature, regardless of location within the Territory;

b) Open and operate or franchise others to open and operate
non-standard El Pollo Loco® restaurants within the Territory under the El Pollo
Loco® System (e.g., within drug stores, supermarkets, department stores, truck
stops, hotel or motel chains, stadiums, etc.); and

c) Open and operate or franchise others to open and operate El Pollo
Loco® restaurants located within the Territory which have been acquired by El
Pollo Loco® on or after the date of this Agreement.

2.7 The
purpose of this Agreement is to promote orderly incremental growth within the
El Pollo Loco® System. The acquisition of existing El Pollo Loco® restaurants
by Developer does not represent incremental growth and, therefore, does not
satisfy the terms of this Agreement pertaining to development.

3.0 Development Fee.

Developer
shall pay to Franchisor upon execution of this Agreement a non-refundable
development fee (the Development Fee)
equal to Ten Thousand Dollars ($10,000.00), in immediately available funds, for
each restaurant which Developer has at the time of execution agreed to develop
under this Agreement.  As Developer has
committed to develop 25 restaurants under the Development Schedule, the initial
Development Fee shall be Two Hundred Fifty Thousand Dollars ($250,000).  The Development Fee is consideration for
this Agreement, is not consideration for any Franchise Agreement, and is
non-refundable.  The $10,000 portion of
the Development Fee for each restaurant shall be applied against the initial
franchise fee payable upon the execution of the Franchise Agreement applicable
to such restaurant.  The initial
franchise fee for the first Franchise Agreement entered into pursuant to this
Agreement shall be Forty Thousand Dollars ($40,000), and the initial franchise
fee for the second and each subsequent Franchise Agreement entered into
pursuant to this Agreement shall be Thirty Thousand Dollars ($30,000).  If this Agreement is terminated pursuant to
Section 9.0 or 10.0 below, all Development Fees or any unused portion thereof,
shall be forfeited to Franchisor in consideration of the rights granted in the
Territory up to the time of termination.
If Developer exercises the Option set forth in Section 1.1 above, the
Two Hundred Fifty Thousand Dollar ($250,000) fee Developer is required to pay
to Franchisor in order to exercise the Option shall be considered a Development
Fee for the additional restaurants subject to the Option, and shall be subject
to the terms and conditions set forth in this Section 3.0.

4.0 Term of Development Agreement.

This
Agreement shall commence on the date specified in Exhibit
B.Unless terminated pursuant to Section 9.0 or 10.0
below, it shall expire upon the earlier

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Development Agreement No. 618493Atlanta, Georgia

of the
date specified in Exhibit Bor upon
the opening of the last restaurant listed in the Development Schedule.

5.0 Territory Conflicts.

5.1
Intentionally omitted.

5.2 During
the term of this Agreement, in the event of a conflict in territorial rights,
whether under a Franchise Agreement or separate territorial or development
agreement, the earlier in time shall prevail. Developer shall be free to
negotiate with any person, corporation or other entity, which claims
territorial rights adverse to the rights granted under this Agreement, for the
assignment of those territorial rights. For this purpose, Franchisor agrees to
approve any such assignment not in conflict with the other terms of this
Agreement, subject to the condition of any Franchise Agreements involved, and
current policies pertaining to assignments, including, but not limited to,
satisfaction of all past due debts owed to Franchisor and the execution of a
General Release.

6.0 Proprietary Rights of El Pollo Loco.

6.1
Developer expressly acknowledges El Pollo Locos exclusive right, title, and
interest in an to the trade name, service mark and trademark El Pollo Loco,
and such other trade names, service marks, and trademarks which are designated
as part of the El Pollo Loco® System (the Marks),
and Developer agrees not to represent in any manner that Developer has any
ownership in El Pollo Loco® Marks. This Agreement is not a Franchise Agreement.
Developer may not open an El Pollo Loco® restaurant or use the El Pollo Loco®
Marks at a particular site until it executes a Franchise Agreement for that
site. Developers use of the El Pollo Loco® Marks shall be limited to those
rights granted under each individual Franchise Agreement.  Notwithstanding the foregoing, El Pollo Loco®may authorize Developer in
writing to use the Marks in connection with advertising and marketing
activities in connection with this Agreement.
Developer expressly agrees that such usage is limited to those specific
activities or promotional materials approved by El Pollo Locos marketing
department in advance.   Developer
further agrees that its use of the Marks shall not create in its favor any
right, title, or interest in or to El Pollo Loco® Marks, but that all of such
use shall inure to the benefit of El Pollo Loco, and Developer has no rights to
the Marks except to the degree specifically granted by the individual Franchise
Agreements. Building designs and specifications, color schemes and
combinations, sign design specifications, and interior building layouts
(including equipment, equipment specification, equipment layouts, and interior
color schemes and combinations) are acknowledged by Developer to comprise part
of the El Pollo Loco® System. Developer shall have no right to license or
franchise others to use the Marks by virtue of this Agreement.

6.2
Developer acknowledges that, in connection with its execution of this
Agreement, it may receive confidential and proprietary information regarding
the El Pollo Loco® System.  Developer
recognizes the unique value and secondary meaning

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Development Agreement No. 618493Atlanta, Georgia

attached
to the El Pollo Loco® Marks and the El Pollo Loco® System, and Developer agrees
that any noncompliance with the terms of this Agreement or any unauthorized or
improper use will cause irreparable damage to Franchisor and its franchisees.
Developer, therefore, agrees that if it should engage in any such unauthorized
or improper use during, or after, the term of this Agreement, Franchisor shall
be entitled to both seek temporary and permanent injunctive relief from any
court of competent jurisdiction in addition to any other remedies prescribed by
law.

7.0 Insurance and Indemnification.

7.1 During
the term of this Agreement, Developer shall obtain and maintain insurance
coverage for public liability, including products liability, in the amount of
at least One Million Dollars ($1,000,000) combined single limit. Developer also
shall carry such workers compensation insurance as may be required by
applicable law. Upon the execution of each Franchise Agreement, Developer also
shall obtain and maintain the insurance coverages required under each
Franchise Agreement.

7.2
Franchisor shall be named as an additional insured on all such insurance
policies and shall be provided with certificates of insurance evidencing such
coverage. All public liability and property damage policies shall contain a
provision that El Pollo Loco, although named as an insured, shall nevertheless
be entitled to recover under such policies on any loss incurred by El Pollo
Loco, its affiliates, agents and/or employees, by reason of the negligence of
Developer, its principals, contractors, agents and/or employees. All policies
shall provide Franchisor with at least thirty (30) days notice of cancellation
or termination of coverage.

7.3
Franchisor reserves the right to specify reasonable changes in the types and
amounts of insurance coverage required by this Section 7.0. In the event that
Developer fails or refuses to obtain or maintain the required insurance
coverage from an insurance carrier acceptable to El Pollo Loco, Franchisor may,
in its sole discretion and without any obligations to do so, procure such
coverage for Developer. In such event, Developer agrees to pay the required
premiums or to reimburse such premiums to Franchisor upon written demand.

7.4
Developer agrees to defend at its own cost and to indemnify and hold harmless
El Pollo Loco, its parent corporations, affiliates, shareholders, directors,
officers, employees and agents from and against any and all loss, costs,
expenses (including, without limitation, attorneys fees), damages and
liabilities, however caused, resulting directly or indirectly from or
pertaining to the use, condition, construction, equipping, decorating,
maintenance or operation of any and all El Pollo Loco® restaurants developed
and/or operated by Developer, and any labor or other employee related claims of
any kind. Such loss, costs, expenses, damages, liabilities and claims shall
include, without limitation, those arising from the death or injury to any
person, or arising from damage to the property of Developer or El Pollo Loco,
their affiliates, agents or employees, or any third person, firm or
corporation, whether or not such losses, costs, expenses, damages, liabilities
or claims were actually or allegedly

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Development Agreement No. 618493Atlanta, Georgia

caused, in
whole or in part through the negligence of Franchisor or any of its affiliates,
agents or employees, or resulted from any strict liability imposed on
Franchisor or any of its affiliates, agents or employees.

8.0 Transfer of Rights.

8.1 This
Agreement shall inure to the benefit of Franchisor and its successors and
assigns, and is fully assignable by El Pollo Loco.

8.2 The
parties acknowledge that this Agreement is personal in nature with respect to
Developer, being entered into by Franchisor in reliance upon and in
consideration of the personal skills, qualifications and trust and confidence
reposed in Developer and Developers present partners, managing members or
officers if Developer is a partnership, a limited liability company or a
corporation.  Therefore, the rights,
privileges and interests of Developer under this Agreement shall not be
assigned, sold, transferred, leased, divided or encumbered, voluntarily or
involuntarily, in whole or in part, by operation of law or otherwise, without
the prior written consent of El Pollo Loco, which consent may be given or
withheld in El Pollo Locos sole discretion; provided, however, that (a) the
following may take place, with at least thirty (30) days advance written
notice, but without the need to obtain Franchisors prior written consent: (i)
an assignment, sale, or transfer of interests in Developer, or of any entity
with an ownership interest in Developer, among Chris Elliott and Joe Uhl; or
(ii) an assignment, sale, or transfer of interests in Developer, or of any
entity with an ownership interest in Developer, among Trimaran Fund Management
and its affiliates; and (b)an assignment, sale, or transfer of any of Chris
Elliott or Joe Uhls interests in Developer, or of any entity with an Interest
in Developer, to Trimaran Fund Management and its affiliatesmay take
place with at least ninety (90) days advance written notice to Franchisor, but
without the need to obtain Franchisors prior written consent, provided, that if such Assignment
would mean the cessation of either Chris Elliott or Joe Uhls management
responsibilities, ownership in, or employment, with Developer, Franchisor must
first approve a qualified replacement for Chris Elliott or Joe Uhl, as the case
may be.  For purposes of
this Section, a sale of stock, or any membership or partnership interest in
Developer, or a merger or other combination of Developer shall be considered a
transfer of Developers interest prohibited hereunder.

9.0 Termination by Developer; Expiration Date.

This
Agreement shall terminate immediately upon El Pollo Locos receipt of
Developers notice to terminate, and any unapplied portion of the Development
Fee shall be forfeited to Franchisor in consideration of the rights granted in
the Territory up to the time of termination.
Notwithstanding any provision to the contrary contained herein, unless
earlier terminated by either party, or unless extended pursuant to the Option
described in Section 1.1 above, this Agreement shall expire on June 30, 2011,
and all rights of Developer herein shall cease and all unapplied or unused
Development Fees paid pursuant to Section 3.0 hereof shall be forfeited to
Franchisor.

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Development Agreement No. 618493Atlanta, Georgia

10.0 Events of Default.

10.1 The
following events shall constitute a default by Developer, which shall result in
El Pollo Locos right to declare the immediate termination of this Agreement.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. Failure by
  Developer to meet the requirements of the Development Schedule within the
  time periods specified therein, including failure by Developer to meet the
  Site Commitment Date or Opening Date for each site for a restaurant in a
  timely manner as set forth in Exhibit B and Section 2.5 above.                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | b. Any assignment,
  transfer or sublicense of this Agreement by Developer without the prior
  written consent of El Pollo Loco.                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | c. Any violation
  by Developer of any covenant, term, or condition of any note or other
  agreement (including any El Pollo Loco® Franchise Agreement) between
  Developer and Franchisor (or an affiliate of El Pollo Loco), the effect of
  which is to allow Franchisor to terminate (or accelerate the maturity of)
  such agreement before its stated termination (or maturity) date.                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | d. Developers
  assignment for the benefit of creditors or admission in writing of its
  inability to pay its debts generally as they become due.                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | e. Any order,
  judgment, or decree entered adjudicating Developer bankrupt or insolvent.                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | f. Any petition,
  or application, by Developer to any tribunal for the appointment of a
  trustee, receiver, or liquidator of Developer (or a substantial part of
  Developers assets), or commencement by Developer of any proceedings relating
  to Developer under any bankruptcy, reorganization, compromise, arrangement,
  insolvency, readjustment of debt, dissolution, or liquidation law of any
  jurisdiction, whether now or hereinafter in effect.                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | g. Any filing of a
  petition or application against Developer, or the commencement of such
  proceedings, in which Developer, in any way, indicates its approval thereof,
  consent thereto, or acquiescence therein; or the entry of any order, judgment,
  or decree appointing any trustee, receiver, or liquidator, or approving the
  petition in any such proceedings, where the order, judgment, or decree
  remains unstayed and in effect for more than thirty (30) days.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | h. Any entry in
  any proceeding against the Developer of any order, judgment, or decree, which
  requires the dissolution of Developer, where                                                                                                                                                                                                                                                                                                                                     

|                                                  |              
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Development Agreement No. 618493Atlanta, Georgia

| |                                                                                                   
| | --------------------------------------------------------------------------------------------------
| | such order,
  judgment, or decree remains unstayed and in effect for more than thirty (30)
  days.
| |                                                                                                   
| | i. Developers
  voluntary abandonment of any of Developers restaurants.                         

10.2 The
following events shall constitute a default by Developer, which shall result in
El Pollo Locos right to declare the termination of this Agreement, if such
default is not cured within thirty (30) days after written notice by Franchisor
to Developer:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. Developers
  default in the performance or observance of any covenant, term, or condition
  contained in this Agreement not otherwise specified in Section 10.1 above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | b. The creation,
  incurrence, assumption, or sufferance to exist of any lien, encumbrance, or
  option whatsoever upon any of Developers property or assets, whether now
  owned or hereafter acquired, the effect of which substantially impairs
  Developers ability to perform or observe any covenant, term, or condition of
  this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | c. Any change,
  transfer or conveyance (Transfer)
  in the ownership of Developer, which Transfer has not been approved in
  advance by Franchisor.  Franchisor
  reserves the right to approve or disapprove any Transfer in its sole
  discretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | d. If: (i) during
  the first three years of this Agreement, the consolidated aggregate net worth
  (as determined according to generally accepted accounting principles in the
  United States, but excluding any extraordinary non-cash gains or losses (Net Worth) of Developers parent
company
  (Fiesta Brands, LLC (including its subsidiaries)), or any successor, falls
  below Three Million Dollars ($3,000,000); (ii) during the fourth year of this
  Agreement, the Net Worth of Fiesta Brands, LLC (including its subsidiaries),
  or any successor, falls below Four Million Dollars ($4,000,000); or (iii)
  during the fifth year of this Agreement and each subsequent year of this
  Agreement thereafter, the Net Worth of Fiesta Brands, LLC (including its
  subsidiaries), or any successor, falls below Five Million Dollars
  ($5,000,000).  For this purpose,
  Developer shall provide to Franchisor during the term of this Agreement an
  unaudited financial statement within forty-five (45) days after the end of
  each calendar quarter, and an unaudited financial statement (or if an audited
  financial statement is produced for Fiesta Brands, LLC, then an audited
  financial statement) within one hundred twenty (120) days after the end of
  each calendar year, for Fiesta Brands, LLC (including its subsidiaries) or
  any successor, as applicable, which statements shall include such information
  and data as specified in the financial reporting format set forth in Exhibit
  G to the Franchise Agreement.

|                                                  |              
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Development Agreement No. 618493Atlanta, Georgia

10.3 If Franchisor is entitled to terminate this
Agreement in accordance with Sections 10.1 or 10.2 above, Franchisor shall have
the right, instead of terminating this Agreement, to terminate or modify any
rights that Developer may have with respect to protected exclusive rights in
the Territory, as granted under Section 1.1 above, effective ten (10) days
after delivery of written notice thereof to Franchisee;

If any of such rights are terminated or
modified in accordance with this Section 10.3, such action shall be without
prejudice to Franchisors right to terminate this Agreement in accordance with
Sections 10.1 or 10.2 above, and/or to terminate any other rights, options or
arrangements under this Agreement at any time thereafter for the same default
or as a result of any additional defaults of the terms of this Agreement.

11.0 Effect of Termination.

11.1
Immediately upon termination or expiration of this Agreement, for any reason,
all of Developers development rights granted pursuant to this Agreement shall
revert to El Pollo Loco. At the time of termination, only restaurants operating
or to be operated under the El Pollo Loco® System by virtue of a fully executed
Franchise Agreement shall be unaffected by the termination of this Agreement,
unless the basis for termination also constitutes a default (as in the case of
Section 10.2(d) above) under such a Franchise Agreement.  Franchisor shall have no duty to execute any
Franchise Agreement with Developer after the termination of this Agreement. The
foregoing remedies are nonexclusive, and nothing stated in this Section 11.0
shall prevent El Pollo Locos pursuit of any other remedies available to
Franchisor in law or at equity due to the termination of this Agreement.

11.2
Developer understands and agrees that upon the expiration or termination of
this Agreement (or in the event of an exclusive development agreement, the
failure of Developer to meet the Development Schedule and the resulting loss of
exclusive development rights), Franchisor or its subsidiaries or affiliates, in
their sole discretion, may open and/or operate restaurants in the Territory, or
may authorize or franchise others to do the same, whether it is in competition
with or in any other way affects the sales of Developer at the restaurants.

12.0 Non-Waiver.

El Pollo
Locos consent to or approval of any act or conduct of Developer requiring such
consent or approval shall not be deemed to waive or render unnecessary El Pollo
Locos consent to or approval of any subsequent act or conduct hereunder.

13.0 Independent Contractor and Indemnification.

13.1 This
Agreement does not constitute Developer an agent, legal representative, joint
venturer, partner, employee or servant of Franchisor for any purpose
whatsoever, and it is understood between the parties hereto that Developer
shall be an independent contractor and is in no way authorized to make any
contract,

|                                                  |              
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Development Agreement No. 618493Atlanta, Georgia

agreement,
warranty or representation on behalf of El Pollo Loco. The parties agree that
this Agreement does not create a fiduciary relationship between them.

13.2 Under
no circumstances shall Franchisor be liable for any act, omission, contract,
debt, or any other obligation of Developer. Developer shall indemnify and save
Franchisor harmless against any such claim and the cost of defending it arising
directly or indirectly from or as a result of, or in connection with,
Developers actions pursuant to this Agreement.

13.3
Developer shall grant no security interest in Developers business or any of
its assets, including the furniture, fixtures and equipment located in the
restaurants, unless the secured party agrees that in the event of any default
by Developer under any documents relating to such security interests,
Franchisor shall have the right and option to purchase the rights of the
secured party in any such business, furniture, fixtures, equipment or assets at
the fair market value of such assets.

14.0 Entire Agreement.

This
Agreement, including Exhibits A, B, C, D and E attached hereto,
constitutes the entire full and complete agreement between Franchisor and
Developer concerning the subject matter hereof and supersedes any and all prior
written agreements. No other representations have induced Developer to execute
this Agreement, and there are no representations, inducements, promises, or
agreements, oral or otherwise, between the parties, not embodied herein, which
are of any force or effect with reference to this  Agreement or otherwise. No amendment or modification of this
Agreement shall be binding on either party unless written and fully executed.

15.0 Severability.

Each
section, part, term and/or provision of this Agreement shall be considered
severable, and if, for any reason, any section, part, term and/or provision
herein is determined to be invalid, contrary to, or in conflict with, any existing
or future law or regulation, by any court or agency having valid jurisdiction,
then such shall be deemed not to be a part of this Agreement, but such shall
not impair the operation of, or affect the remaining portions, sections, parts,
terms and/or provisions of this Agreement, which will continue to be given full
force and effect and bind the parties hereto.

16.0 Applicable Law; Waiver of Jury Trial.

This
Agreement, after review by Developer and El Pollo Loco, was accepted in the
State of California and shall be governed by and construed in accordance with
the laws of such state. The parties hereby waive any right to demand or have
trial by jury in any action relating to this Agreement in which the Franchisor
is a party.  The parties consent to the
exercise of personal jurisdiction over them by such courts and to the propriety
of venue of such courts for the purpose of carrying out the provision, and they
waive any objection that they would otherwise have to the same.

|                                                  |              
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Development Agreement No. 618493Atlanta, Georgia

17.0 Document Interpretation.

All
terms and words used in this Agreement, regardless of the number and gender in
which they are used, shall be deemed and construed to include the singular or
plural tense, and any gender, whether masculine, feminine or neuter, as the
context or sense of this Agreement or any paragraph or clause may require, the
same as if such words had been fully and properly written in the appropriate
number or gender. In the event of a conflict in the language, terms, or
conditions between this Agreement and any Franchise Agreement issued pursuant
to this Agreement, the Franchise Agreement shall control.

18.0 Confidentiality and Covenants Not to Compete.

18.1 To further protect the El Pollo Loco® System while this Agreement
is in effect, Developer, and each officer, director, shareholder, member,
manager, partner and other equity owner of Developer, and all of Developers
affiliates, that have access to confidential information pertaining to
Franchisor or Developer, and direct or indirect authority to manage or
influence the day-to-day affairs of Developer (including, without limitation,
Fiesta Brands, Inc. and its officers and directors, Fiesta Realty, Inc. and its
officers and directors, Fiesta Brands, LLC, and Chris Elliott, and Joe Uhl) (a
Managing Principal), shall
neither directly nor indirectly own, operate, control or hold any financial
interest in any other business which would constitute a Competitive Business (as hereinafter
defined) without the prior written consent of Franchisor.  Upon Franchisors request, Developer shall
cause each Managing Principal to enter into the confidentiality and
non-competition covenants attached to this Agreement as Exhibit D.  Notwithstanding the foregoing, upon
request of Developer,
Franchisor may, in its reasonable discretion, waive the non-competition
requirements of this Section 18.1 for members of the board of directors of
Developer or its affiliates, provided that (a) the board member seeking the
waiver executes the confidentiality covenants set forth in Exhibit E, and (b)
such board member is not an officer or member of the board of directors of a
Competitive Business.  The parties agree
that Franchisor may refuse to grant a waiver where the subject board member has
direct responsibility for day-to-day decision-making of a Competitive
Business.  Developer shall cause each
individual and entity, other than Managing Principals that have already
executed Exhibit D, that may obtain confidential information of Franchisor or
Developer through their relationship with Developer to enter into a
confidentiality covenant attached to this Agreement as Exhibit E.  In addition, Developer covenants that,
except as otherwise
approved in writing by the Franchisor, Developer shall not, for a continuous,
uninterrupted period commencing upon the expiration, termination or assignment
of this Agreement, regardless of the cause for termination, and continuing for
two (2) years thereafter, either directly or indirectly, for itself, or through
or on behalf of, or in conjunction with any person, partnership, corporation or
other entity, own, operate, control or have any financial interest in any
Competitive Business which is located or has outlets or restaurant units within
the Territory.  The foregoing shall not
apply to operation of an El Pollo Loco® restaurant by Developer pursuant to a
franchise

|                                                  |              
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Development Agreement No. 618493Atlanta, Georgia

agreement with Franchisor or the ownership by Developer of less than
five percent (5%) of the issued or outstanding stock of any company whose
shares are listed for trading on any public exchange or on the over-the-counter
market, provided that Developer does not control or become involved in the
operations of any such company.  For
purposes of this Section 18.1, a Competitive Business shall mean a self-service
restaurant or fast-food business which sells chicken or Mexican food products,
which products individually or collectively represent more than twenty-five
percent (25%) of the revenues from such self-service restaurant or fast-food
business operated at any one location during any calendar quarter.  A Competitive Business shall not include a
full-service restaurant.

18.2 In
the event that any provision of Section 18.1 shall be determined by a court of
competent jurisdiction to be invalid or unenforceable, this Agreement shall not
be void, but such provision shall be limited to the extent necessary to make it
valid and enforceable.

19.0 Notice.

For
the purpose of this Agreement, all notices shall be in writing and sent via
facsimile and registered or certified U. S. Mail. Any time period related to
the notice shall commence to run upon the date said notice is received in the
mail. All notices to El Pollo Loco®shall be addressed as
follows:

| |                 |                                        
| | --------------- | ---------------------------------------
| |                 | El Pollo Loco,
  Inc.                  
| |                 | Vice President
  Development           
| |                 | 3333 Michelson Drive,
  Suite 550      
| |                 | Irvine, CA  92612                      
| |                 | (949) 399-2025
  (fax)                 
| |                 |                                        
| | With a copy to:
| |                
| |                 | El Pollo Loco,
  Inc.  General Counsel
| |                 | 3333 Michelson
  Drive, Suite 550      
| |                 | Irvine, CA 92612                       
| |                 | (949) 251-1703
  (fax)                 

All
notices to Developer shall be faxed and mailed to the Developers number and
address shown on Exhibit B. Either party may from time to time change its
address for the purposes of this Section by giving written notice of such
change to the other party in the manner provided in this Section.

20.0 Section Headings.

The
section headings appearing in this Agreement are for reference purposes only
and shall not affect, in any way, the meaning or interpretation of this
Agreement.

|                                                  |              
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Development Agreement No. 618493Atlanta, Georgia

21.0 Acknowledgments.

21.1
Developer acknowledges that it has received a complete copy of this Agreement,
the Franchise Agreement, the attachments thereto, if any, at least ten (10)
business days prior to the date on which this Agreement was executed.

21.2
Developer acknowledges that it has read and understands this Agreement, the
Franchise Agreement, the attachments thereto and the agreements relating
thereto contained in the UFOC received by Developer on July 22, 2006 and that
Franchisor has accorded Developer ample opportunity and has encouraged
Developer to consult with advisors of Developers own choosing about the
potential benefits and risks of entering into this Agreement.

|                                                  |              
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Development Agreement No. 618493Atlanta, Georgia

22.0 Counterparts;
Facsimile Signatures.

This Agreement may be
executed in
one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which when taken together shall constitute one and the same
agreement.  Delivery of an executed signature
page to this Agreement by facsimile transmission shall be effective as delivery
of an original counterpart.

IN WITNESS
WHEREOF, the parties hereto have duly executed, sealed and delivered this
Agreement in duplicate original as of the date and year first written above.

|                         |                           |                          |                                            
|------------------------ | ------------------------- | ------------------------ | -------------------------------------------
|DEVELOPER:               |                           | EL POLLO LOCO,
  INC.,  
|FIESTA BRANDS,
  INC.,   |                           | a Delaware
  corporation
|a Delaware
  corporation |                           |                         
|                         |                           |                          |                                            
|By:                      | /s/ Christopher
  Elliott |                          | /s/ Brian
  Berkhausen                     
|                         |                           |                          |                                            
|                         | Christopher Elliott       |                          | Brian Berkhausen                           
|                         |                           |                          | Sr. Vice
  President, Development          
|                         |                           |                          |                                            
|By:                      | /s/ Joseph M. Uhl         |                          | /s/ Pamela R.
  Milner                     
|                         |                           |                          |                                            
|                         | Joseph M. Uhl             |                          | Pamela R. Milner                           
|                         |                           |                          | Senior Vice
  President and General Counsel

|                                                  |              
|------------------------------------------------- | -------------
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EXHIBIT A TO DEVELOPMENT
AGREEMENT

TERRITORY

ATLANTA DMA

Comprising of the following counties, unless otherwise designated, within
the State of Georgia:

Banks, Barrow, Bartow, Butts, Carroll,
Chattooga, Cherokee, Clarke, Clay (North Carolina), Clayton, Cleburne
(Alabama), Cobb, Coweta, Dawson, Dekalb, Douglas, Fayette, Floyd, Forsyth,
Fulton, Gilmer, Gordon, Greene, Gwinnett, Habersham, Hall, Haralson, Heard,
Henry, Jackson, Jasper, Lamar, Lumpkin, Madison, Meriweather, Morgan, Newton,
Oconee, Paulding, Pickens, Pike, Polk, Putnam, Rabun, Randolph (Alabama),
Rockdale, Spaulding, Towns, Troup, Union, Upson, Walton, White.

|                                   |            
|---------------------------------- | -----------
|Exhibit A to Development Agreement | Page 1 of 1

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EXHIBIT B TO DEVELOPMENT AGREEMENT

DEVELOPMENT SCHEDULE

FRANCHISE NAME: Fiesta Brands, Inc., a
Delaware corporation

PRINCIPALS: 100% owned by Fiesta Brands, LLC

NOTICE ADDRESS:

FAX NUMBER:
                              ()

EMAIL:

COMMENCEMENT
DATE:                    August
__, 2006 
EXPIRATION DATE:    ______________

DEVELOPMENT FEE (SECTION 3.0):         $250,000

DEVELOPMENT SCHEDULE:

|                                          |  |                           |  |                                                   |  |                              |  |                                                                             |  |                             
|----------------------------------------- |  | ------------------------- |  | ------------------------------------------------- |  | ---------------------------- |  | --------------------------------------------------------------------------- |  | ----------------------------
|RESTAURANT                                |  | DEVELOPMENT
  AGREEMENT * |  | DATE SITE
  SUBMITTED TO
  RESAC FOR
  APPROVAL * |  | DATE
  APPROVED BY
  RESAC * |  | DATE FOR
  DELIVERY OF
  SIGNED LEASES
  OR PURCHASE
  AGREEMENT TO
  EPL * |  | OPENING DATE
  OF RESTAURANT
|                                          |  |                           |  |                                                   |  |                              |  |                                                                             |  |                             
|Site                                      |  | Execution Date            |  | 60 Days                                           |  | 30 Days                      |  | 60 Days                                                                     |  | 18 mths/12 mths             
|                                          |  |                           |  |                                                   |  |                              |  |                                                                             |  |                             
|1,2                                       |  | 08/07/06                  |  | 10/06/06                                          |  | 11/05/06                     |  | 01/04/07                                                                    |  | 02/05/08                    
|3,4,5,6,7,8                               |  | 08/07/06                  |  | 04/05/08                                          |  | 05/05/08                     |  | 07/04/08                                                                    |  | 02/04/09                    
|9,10,11,12,13,14,15                       |  | 08/07/06                  |  | 04/05/09                                          |  | 05/05/09                     |  | 07/04/09                                                                    |  | 02/04/10                    
|                                          |  |                           |  |                                                   |  |                              |  |                                                                             |  |                             
|16,17,18,19,20,21,22,23,24,25             |  | 08/07/06                  |  | 04/05/10                                          |  | 05/05/10                     |  | 07/04/10                                                                    |  | 02/04/11                    
|                                          |  |                           |  |                                                   |  |                              |  |                                                                             |  |                             
|Restaurants Subject
  to the Option*     
|                                         
|26,27,28,29,30,31,32,33,34,35,36,37,38,39 |  | 08/07/06                  |  | 04/05/11                                          |  | 05/05/11                     |  | 07/04/11                                                                    |  | 02/04/12                    
|                                          |  |                           |  |                                                   |  |                              |  |                                                                             |  |                             
|40,41,42,43,44,45,46,47,48,49,50          |  | 08/07/06                  |  | 04/04/12                                          |  | 05/04/12                     |  | 07/03/12                                                                    |  | 02/03/13                    

* Development Agreement: Execution date of Development Agreement

* RESAC: Real Estate Site Approval Committee

* EPL: El Pollo Loco, Inc.

*Option Addendum must be exercised by 09/01/09

|                                   |            
|---------------------------------- | -----------
|Exhibit B to Development Agreement | Page 1 of 1

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EXHIBIT C TO DEVELOPMENT AGREEMENT

FORM OF AMENDMENT TO FRANCHISE AGREEMENT

|                                   |            
|---------------------------------- | -----------
|Exhibit C to Development Agreement | Page 1 of 1

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EXHIBIT D TO DEVELOPMENT AGREEMENT

CONFIDENTIALITY AND NON-COMPETITION
COVENANTS

In conjunction with your investment in or association with __________
(Developer) a ____________ you
(Individual or you), acknowledge and agree as follows:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Developer is
  required under the Development Agreement with El Pollo Loco, Inc. (EPL) dated _______________
(Development Agreement) to require
  persons with legal or beneficial ownership interests in Developer under
  certain circumstances to be personally bound by the confidentiality and
  noncompetition covenants contained in the Development Agreement.  All capitalized terms contained herein
  shall have the same meaning set forth in the Development Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | You own or intend
  to own a __% legal or beneficial ownership interest in Developer or are a
  member of the board of directors for an entity that holds an ownership
  interest in Developer, and acknowledge and agree that your execution of this
  agreement is a condition to such ownership interest and that you have
  received good and valuable consideration for executing this Agreement.  EPL may enforce this Agreement directly
  against you and your Owners (as defined below).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | If you are a
  corporation, partnership, limited liability company or other entity, all
  persons who have a legal or beneficial interest in you (Owners) must also execute this
  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | You and your
  Owners, if any, may gain access to parts of EPLs Confidential Information as
  a result of investing in Developer.
  The Confidential Information is proprietary and includes EPLs trade
  secrets.  You and your Owners hereby
  agree that while you and they have a legal or beneficial ownership interest
  in the Developer, or are a member of the board of directors of an entity that
  has a legal or beneficial ownership interest in the Developer, and at all
  times thereafter, you and they: (a) will not use the Confidential Information
  in any other business or capacity (such use being an unfair method of
  competition); (b) will maintain the confidentiality of the Confidential
  Information; and (c) will not make unauthorized copies of any portion of the
  Confidential Information disclosed in written, electronic or other form.  If you or your Owners cease to have an
  interest in Developer, you and our Owners, if any, must deliver to EPL any
  such Confidential Information in your or their possession.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | During the term of
  the Development Agreement and during such time as you and your Owners, if
  any, have any legal or beneficial ownership interest in Developer, or are a
  member of the board of directors of an entity that has a legal or beneficial
  ownership interest in the Developer, you and your Owners,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

|                                   |            
|---------------------------------- | -----------
|Exhibit D to Development Agreement | Page 1 of 3

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | if any, agree that
  you and they will not, without EPLs consent (which consent may be withheld
  at EPLs discretion) directly or indirectly (such as through an Affiliate or
  through your or their Immediate Families) own any legal or beneficial
  interest in, or render services or give advice in connection with: (a) any
  Competitive Business located anywhere, or (b) any entity located anywhere
  that grants franchises or licenses interest to others to operate any
  Competitive Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6. | You and each of
  your Owners expressly acknowledge the possession of skills and abilities of a
  general nature and the opportunity to exploit such skills in other ways, so
  that enforcement of the covenants contained in Section 5 will not
  deprive any of you of your personal goodwill or ability to earn a
  living.  If any covenant herein, which
  restricts competitive activity, is deemed unenforceable by virtue of its
  scope or in terms of geographic area, type of business activity prohibited
  and/or length of time, but could be rendered enforceable by reducing any part
  of all of it, you and we agree that it will be enforce to the fullest extent
  permissible under applicable law and public policy.  EPL may obtain in any court of competent jurisdiction any
  injunctive relief, including temporary restraining orders and preliminary
  injunctions, against conduct or threatened conduct for which no adequate
  remedy at law may be available or which may cause it irreparable harm.  You and each of your Owners acknowledges
  that any violation of Sections 4 or 5 hereof would result in
  irreparable injury for which no adequate remedy at law may be available.  If EPL, Inc. files a claim to enforce this
  Agreement and prevails in such proceeding, you agree to reimburse EPL, Inc.
  for all its cost and expense, including reasonable attorneys fees.

|                                   |            
|---------------------------------- | -----------
|Exhibit D to Development Agreement | Page 2 of 3

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IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement on the __ day of __________.

INDIVIDUAL

|                                     |  |                                                                                      
|------------------------------------ |  | -------------------------------------------------------------------------------------
|                                     |  | If a corporation,
  partnership, limited liability company or other legal entity:    
|                                     |  |                                                                                      
|                                     |  |                                                                                      
|(Signature)                          |  | (Name of
  corporation, partnership, limited liability company or other legal entity)
|                                     |  |                                                                                      
|                                     |  |                                                                                      
|(Print Name)                         |  |                                                                                      
|                                     |  | By: /s/
  Christopher P. Elliott                                                     
|                                     |  |                                                                                      
|                                     |  | Print Name:
  Christopher P. Elliott                                                 
|                                     |  | Title: President                                                                     
|                                     |  |                                                                                      
|                                     |  |                                                                                      
|OWNERS                               |  |                                                                                      
|                                     |  |                                                                                      
|By: /s/
  Christopher P. Elliott     |  |                                                                                      
|                                     |  |                                                                                      
|Print Name:
  Christopher P. Elliott |  |                                                                                      
|                                     |  |                                                                                      
|By: /s/ Joseph M.
  Uhl              |  |                                                                                      
|                                     |  |                                                                                      
|Print Name: Joseph
  M. Uhl          |  |                                                                                      
|                                     |  |                                                                                      
|By:                                  |  |                                                                                      
|                                     |  |                                                                                      
|Print Name:                          |  |                                                                                      
|                                     |  |                                                                                      

|                                   |            
|---------------------------------- | -----------
|Exhibit D to Development Agreement | Page 3 of 3

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EXHIBIT E TO DEVELOPMENT AGREEMENT

CONFIDENTIALITY COVENANTS

In conjunction with your association with __________ (Developer) a ____________ you
(Individual or you), acknowledge and agree as follows:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Developer is
  required under the Development Agreement with El Pollo Loco, Inc. (EPL) dated _______________
(Development Agreement) to require
  certain persons to be bound by the confidentiality covenants contained in the
  Development Agreement.  All
  capitalized terms contained herein shall have the same meaning set forth in
  the Development Agreement.                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | You acknowledge
  and agree that EPL may enforce this Agreement directly against you.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | You may gain
  access to parts of EPLs Confidential Information as a result of investing in
  Developer.  The Confidential
  Information is proprietary and includes EPLs trade secrets.  You hereby agree that at all times you:
  (a) will not use the Confidential Information in any other business or
  capacity (such use being an unfair method of competition); (b) will maintain
  the confidentiality of the Confidential Information; and (c) will not make
  unauthorized copies of any portion of the Confidential Information disclosed
  in written, electronic or other form.                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | EPL may obtain in
  any court of competent jurisdiction any injunctive relief, including
  temporary restraining orders and preliminary injunctions, against conduct or
  threatened conduct for which no adequate remedy at law may be available or
  which may cause it irreparable harm.
  You acknowledge that any violation of Section 3 hereof would
  result in irreparable injury for which no adequate remedy at law may be
  available.  If EPL, Inc. files a claim
  to enforce this Agreement and prevails in such proceeding, you agree to
  reimburse EPL, Inc. for all its cost and expense, including reasonable
  attorneys fees.

IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement on the 10 day of August.

INDIVIDUAL

|             |  |                                                                                      
|------------ |  | -------------------------------------------------------------------------------------
|             |  | If a corporation,
  partnership, limited liability company or other legal entity:    
|             |  |                                                                                      
|             |  | Fiesta Brands Inc.                                                                   
|             |  |                                                                                      
|(Signature)  |  | (Name of
  corporation, partnership, limited liability company or other legal entity)
|             |  |                                                                                      
|             |  | By: /s/
  Christopher P. Elliott                                                     
|(Print Name) |  |                                                                                      
|             |  | Print Name:
  Christopher P. Elliott                                                 
|             |  | Title: President                                                                     

|                                   |            
|---------------------------------- | -----------
|Exhibit E to Development Agreement | Page 1 of 1

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