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                                                                    EXHIBIT 24.2
    
 
   
                        CONSENT OF INDEPENDENT AUDITORS
    
 
   
The Board of Directors
    
   
Carl Karcher Enterprises, Inc.:
    
 
   
     We consent to the use of our reports on the financial statements and
financial statement schedules of Carl Karcher Enterprises, Inc., included
herein. Our reports refer to a change in 1993 in the method of accounting for
income taxes.
    
 
                                          /s/ KPMG PEAT MARWICK
   
                                              KPMG PEAT MARWICK
    
 
   
Orange County, California
    
April 8, 1994