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                                Exhibit 10-81


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                             AMENDMENT NO. FOUR TO
                     AMENDED AND RESTATED CREDIT AGREEMENT


  This Amendment No. Four to Amended and Restated Credit Agreement (the
"Amendment") dated as of January 19, 1994, is between Bank of America National
Trust and Savings Association (the "Bank") and Carl Karcher Enterprises, Inc.
(the "Borrower").

                                    RECITALS

   A.    The Bank and the Borrower entered into a certain Amended and Restated
Credit Agreement dated as of November 20, 1992, as amended by Amendment No. One
dated as of April 28, 1993, by Amendment No. Two and Waiver dated as of
September 27, 1993, and by Amendment No. Three and Waiver dated as of December
15, 1993 (the "Agreement").

   B.    The Borrower has requested the Bank to amend the Agreement in certain
respects.

   C.    The Bank has agreed to amend the Agreement on the terms and conditions
herein contained.

                                   AGREEMENT

   1.    Definitions.  Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

   2.    Amendments.  The Agreement is hereby amended as follows:

         2.1    Paragraph 1.2 of the Agreement is amended by substituting the
   date "June 30, 1994" for the date "March 31, 1994" appearing therein.

   3.    Representations and Warranties.  When the Borrower signs this
Amendment, the Borrower represents and warrants to the Bank that:  (a) other
than the defaults listed above there is no event which is, or with notice of,
or lapse of time, or both would be, a default under the Agreement and (b) the
representations and warranties in the Agreement are true as of the date of the
Amendment as if made on the date of this Amendment, (c) this Amendment is
within the Borrower's powers, has been duly authorized, and does not conflict
with any of the Borrower's organizational papers, and (d) this Amendment does
not conflict with any law, agreement, or obligations by which the Borrower is
bound.

   4.    Conditions.  This Amendment will be affective when the Bank receives
the following items, in form and content acceptable to the Bank:

         4.1  This Amendment executed by the Borrower.





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   5. Effect of Amendment.  Except as expressly set forth herein, the terms,
provisions, and conditions of the Agreement and the other documents issued
pursuant thereto shall remain in full force and effect and in all other
respects are hereby ratified and confirmed.

   This Amendment is executed as of the date stated at the top of the first
page.


BANK OF AMERICA NATIONAL TRUST             CARL KARCHER ENTERPRISES,  
AND SAVINGS ASSOCIATION                    INC.


By /s/  DEBORAH MILLER                     By  /s/  LOREN C. PANNIER 
   ________________________                   _________________________
        Deborah Miller                              Loren C. Pannier

Title   Vice President                     Title Senior Vice President, CFO



By ________________________                By  /s/  RICHARD C. CELIO 
                                              _________________________
                                                    Richaed C. Celio

Title _____________________                Title Vice President/Generl






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