AMENDMENT OF NOTE PURCHASE AGREEMENT THIS AGREEMENT made and entered into on this 18th day of February, 1998, by and between Cucos Inc., a Louisiana corporation (hereinafter the "Company"), Sadie Ferrara wife of/and Frank J. Ferrara and Jolie Khoury...

                              
            AMENDMENT OF NOTE PURCHASE AGREEMENT
                              
                              
      THIS AGREEMENT made and entered into on this 18th  day
of  February, 1998, by and between Cucos Inc.,  a  Louisiana
corporation (hereinafter the "Company"), Xxxxx Xxxxxxx  wife
of/and  Xxxxx X. Xxxxxxx and Jolie Xxxxxx wife  of/and  Xxxx
Xxxxxx (hereinafter collectively the "Purchasers" or each  a
"Purchaser").

     WHEREAS, on July 28, 1995, the Company and Xxxx Xxxxxx,
Xxxxx  Xxxxxxx and Xxxxxx Xxxxx entered into a Note Purchase
Agreement,   under  which  the  Company  issued  Zero-Coupon
Convertible  Secured  Notes  Due  June  30,  2015,  in   the
aggregate  principal amount of $500,000,  and  Xxxx  Xxxxxx,
Xxxxx Xxxxxxx and Xxxxxx Xxxxx purchased the said Notes; and

      WHEREAS,  on or about February 24, 1997, Jolie  Xxxxxx
wife  of/and Xxxx Xxxxxx and Xxxxx Xxxxxxx wife of/and Xxxxx
X.  Xxxxxxx  bought from Xxxxxx Xxxxx, his interest  in  the
said convertible notes; and

      WHEREAS, the Note Purchase Agreement provides that the
Notes  can be converted into shares of common stock  of  the
Company,  in  whole  or  in part, at  any  time  during  the
"Conversion Period of the Notes"; and

     WHEREAS,  the Conversion Period of the Notes commences
on  the  earliest of the "fifth anniversary of  the  Closing
Date  ..." as provided in Section 10.1 of the Note  Purchase
Agreement; and

      WHEREAS,  the parties now wish to amend the said  Note
Purchase Agreement to allow the immediate conversion of  the
said Notes into shares of common stock of the Company.

     NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS:

     That for and in consideration of the mutual benefits to
be  gained by the Company and the Purchasers, the parties do
hereby  agree  to amend the Note Purchase Agreement  in  the
following respects:

      1.    Section  10.1 of the Note Purchase Agreement  is
hereby amended so that the Conversion Period of the Notes is
changed  from  commencing  on the  earliest  of  "the  fifth
anniversary  of the Closing Date" to "the second anniversary
of the Closing Date...".  In all other respects Section 10.1
of the Note Purchase Agreement shall remain unchanged and in
full force and effect.

     In all other respects the Note Purchase Agreement shall
remain unchanged and in full force and effect.

     Metairie, Louisiana, this 18th day of February, 1998.


                    CUCOS INC.

                    By:  Xxxxxxx X. Xxxxxx, Xx., Chairman