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                                                                   EXHIBIT 10.44


                        AMENDMENT TO EMPLOYMENT AGREEMENT


         This First Amendment to Employment Agreement ("First Amendment"), dated
as of March 31, 1996, by and between CARL KARCHER ENTERPRISES, INC., a
California corporation (the "Company") and C. THOMAS THOMPSON (the "Executive").

                                   WITNESSETH:

         WHEREAS, the parties hereto made and entered into a written Employment
Agreement, dated November 8, 1994 ("Agreement");

         WHEREAS, the parties hereto desire, and it is in the best interests of
each party, to amend the Agreement;

         NOW, THEREFORE, in consideration of the promises and the mutual
covenants and obligations hereinafter set forth, the parties agree as follows:

         1. Paragraph 3, EMPLOYMENT TERM, is amended to extend the Employment
Term from October 31, 1996 until the close of business on March 31, 1999.

         2. Paragraph 4, COMPENSATION, is amended as follows:

                  a. BASE COMPENSATION. Commencing April 1, 1996, and subject to
the other provisions of this First Amendment, the Company shall pay the
Executive an annual base salary as compensation for his services hereunder of
$285,000 ("Base Salary"), payable in equal installments not less often than once
in each calendar month. The Base Salary shall be increased to $325,000 for the
fiscal year ending January 26, 1998 if the Executive earns a bonus of $150,000
or greater for the fiscal year ending January 27, 1997. The Base Salary shall be
increased to $350,000 for the fiscal year ending January 25, 1999 if the
Executive earns a bonus of $150,000 or greater for the fiscal year ending
January 26, 1998.

                  b. BONUS. In addition to the current bonus for the Second Year
provided for under the Agreement, Executive shall be entitled to a one time cash
bonus based on performance criteria specified by the Company's Compensation
Committee. During the extended Employment Term, Company also shall pay
Executive, as additional compensation, an annual bonus based on performance
criteria specified by the Company's Compensation Committee.

                  c. VACATION. During each of the remaining calendar years of
the Employment Term, the Executive shall be entitled to four (4) weeks of paid
vacation time.
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         3. Paragraph 5, REIMBURSEMENT OF EXPENSES INCURRED IN PERFORMANCE OF
EMPLOYMENT, is amended by adding the following new sentence following the second
sentence of the second paragraph, ending with "temporary housing allowance of
$2,000 per month," and deleting the balance of the paragraph:

         "If during the Employment Term the Executive relocates his primary
residence to Southern California (defined as Los Angeles County and south), the
$2,000 per month payable as a temporary housing allowance will be added to
Executive's Base Salary."

         4. Except as specifically set forth above, the Agreement and the terms
and conditions thereof, will remain in full force and effect. From and after the
date of execution of this First Amendment, all references to the Agreement shall
be deemed to be references to the Agreement as amended hereby.

         IN WITNESS WHEREOF, the parties have executed this First Amendment on
the day and year first above written.


CARL KARCHER ENTERPRISES, INC.,                      EXECUTIVE
a California corporation

/s/ Robert A. Wilson                                 /s/ C. Thomas Thompson
- -------------------------------                      -------------------------
By:  Robert A. Wilson                                C. Thomas Thompson
Its:  Vice President and General Counsel