ABERCROMBIE & FITCH CO /DE/
_____________

LONE STAR STEAKHOUSE & SALOON INC
_____________

Exhibit-10.7
3
RANDALL H. PIERCE

                              EMPLOYMENT AGREEMENT


            This Agreement is entered into effective as of this 22 day of March,
2000, by and between Lone Star  Steakhouse & Saloon,  Inc. , a  corporation  (the
"Corporation") and Randall H. Pierce ("Employee").


                                    RECITALS

         WHEREAS, the Employee agrees to serve as Chief Financial Officer of the
Corporation; and

         WHEREAS,  Employee is a  principal  
_____________

Exhibit-10.7
{SEQUENCE}3
{DESCRIPTION}RANDALL H. PIERCE

                              EMPLOYMENT AGREEMENT


            This Agreement is entered into effective as of this 22 day of March,
2000, by and between Lone Star  Steakhouse & Saloon,  Inc. , a  corporation  (the
"Corporation") and Randall H. Pierce ("Employee").


                                    RECITALS

         WHEREAS, the Employee agrees to serve as Chief Financial Officer of the
Corporation; and

         WHEREAS,  Employee is a  principal  
_____________



dt 1506099
								

LONE STAR STEAKHOUSE & SALOON INC
_____________

Exhibit-10.10
6
ROBERT A. MARTIN


                              EMPLOYMENT AGREEMENT


         This  Agreement is entered  into  effective as of this 22 day of March,
2000, by and between Lone Star  Steakhouse & Saloon,  Inc. , a  corporation  (the
"Corporation") and Robert A. Martin ("Employee").


                                    RECITALS

         WHEREAS,  the  Employee  agrees to serve as  Senior  Vice  President  -
Marketing of the Corporation; and

         WHEREAS,  Employee is a  
_____________

Exhibit-10.10
{SEQUENCE}6
{DESCRIPTION}ROBERT A. MARTIN


                              EMPLOYMENT AGREEMENT


         This  Agreement is entered  into  effective as of this 22 day of March,
2000, by and between Lone Star  Steakhouse & Saloon,  Inc. , a  corporation  (the
"Corporation") and Robert A. Martin ("Employee").


                                    RECITALS

         WHEREAS,  the  Employee  agrees to serve as  Senior  Vice  President  -
Marketing of the Corporation; and

         WHEREAS,  Employee is a  
_____________



dt 1506100
								

FORM

CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT
ADS ALLIANCE DATA SYSTEMS, INC.

        This CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (the "Agreement") is entered into as of September 25, 2003, (the "Effective Date") between ADS Alliance Data Systems, Inc. (the "Company") and [                                    ] (the "Executive").

RECITALS

        WHEREAS, the Executive is a key employee of the Company and serves as the Company's [                                    ].

        WHEREAS, the Company and the Executive desire to set forth herein the sole and exclusive terms and conditions relating to the Executive's compensation in the event of a termination of the Executive's employment in connection with a Change in Control (as defined below);

        WHEREAS, in the event of a Change in Control, the Executive may be vulnerable to dismissal without regard to quality of the Executive's service, and the Company believes that it is in the best interests of the Company to enter into this Agreement in order to ensure fair treatment of the Executive and to reduce the distractions and other adverse effects upon the Executive's performance which are inherent in such a Change in Control; and

        WHEREAS, this Agreement is not intended to be and shall not constitute an employment contract between the Company and the Executive or impose any obligation upon the Company to retain the Executive.

        NOW, THEREFORE, for and in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

        1.    Definitions.    For purposes hereof, the following terms shall mean:

        a.     "Affiliate" shall mean any entity that has a direct or indirect equity interest in the Company or with respect to which the Company holds an equity interest, or any entity directly or indirectly controlling, controlled by or under the common control of the Company.

        b.     "Annual Salary" shall mean the greater of the Executive's annual salary as in effect immediately prior to the date of the Qualifying Termination or his annual salary as in effect on the date of the Change in Control.

        c.     "Board" shall mean the Board of Directors of the Company.

        d.     "Cause" shall mean if the Executive is a party to an employment agreement or offer letter or any other agreement for services with the Company or its Affiliates and such agreement is in effect at the time of termination of employment, and provides for a definition of Cause, the definition therein contained, or, if no such agreement exists, it shall mean the Executive's (i) material breach of any of such Executive's covenants or obligations under any applicable employment agreement or offer letter or any other agreement for services or non-compete agreement; (ii) continued failure after written notice from the Company or any applicable Affiliate to satisfactorily perform assigned job responsibilities or to follow the reasonable instructions of the Executive's superiors, including, without limitation, the Board; (iii) commission of a crime constituting a felony (or its equivalent) under the laws of any jurisdiction in which the Company or any applicable Affiliate conducts its business or other crime involving moral turpitude; or (iv) material violation of any material law or regulation or any policy or

CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT
ADS ALLIANCE DATA SYSTEMS, INC.

        This CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT (the "Agreement") is entered into as of September 25, 2003, (the "Effective Date") between ADS Alliance Data Systems, Inc. (the "Company") and J. Michael Parks (the "Executive").

RECITALS

        WHEREAS, the Executive is a key employee of the Company and serves as the Company's Chief Executive Officer and President.

        WHEREAS, the Company and the Executive desire to set forth herein the sole and exclusive terms and conditions relating to the Executive's compensation in the event of a termination of the Executive's employment in connection with a Change in Control (as defined below);

        WHEREAS, in the event of a Change in Control, the Executive may be vulnerable to dismissal without regard to quality of the Executive's service, and the Company believes that it is in the best interests of the Company to enter into this Agreement in order to ensure fair treatment of the Executive and to reduce the distractions and other adverse effects upon the Executive's performance which are inherent in such a Change in Control; and

        WHEREAS, this Agreement is not intended to be and shall not constitute an employment contract between the Company and the Executive or impose any obligation upon the Company to retain the Executive.

        NOW, THEREFORE, for and in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

        1.    Definitions.    For purposes hereof, the following terms shall mean:

        a.    "Affiliate" shall mean any entity that has a direct or indirect equity interest in the Company or with respect to which the Company holds an equity interest, or any entity directly or indirectly controlling, controlled by or under the common control of the Company.




        b.    "Annual Salary" shall mean the greater of the Executive's annual salary as in effect immediately prior to the date of the Qualifying Termination or his annual salary as in effect on the date of the Change in Control.




        c.    "Board" shall mean the Board of Directors of the Company.




        d.    "Cause" shall mean if the Executive is a party to an employment agreement or offer letter or any other agreement for services with the Company or its Affiliates and such agreement is in effect at the time of termination of employment, and provides for a definition of Cause, the definition therein contained, or, if no such agreement exists, it shall mean the Executive's (i) material breach of any of such Executive's covenants or obligations under any applicable employment agreement or offer letter or any other agreement for services or non-compete agreement; (ii) continued failure after written notice from the Company or any applicable Affiliate to satisfactorily perform assigned job responsibilities or to follow the reasonable instructions of the Executive's superiors, including, without limitation, the Board; (iii) commission of a crime constituting a felony (or its equivalent) under the laws of any jurisdiction in which the Company or any applicable Affiliate conducts its business or other crime involving moral turpitude; or (iv) material violation of any material law or regulation or any policy or code of conduct adopted by the Company or engaging in any other form of misconduct which, if it were made public, could

EMPLOYMENT AGREEMENT

        THIS AGREEMENT, made and entered into as of the 28th day of April, 2003, by and between RARE HOSPITALITY MANAGEMENT, INC., a Delaware corporation (hereinafter referred to as the Company), and JOIA M. JOHNSON, a resident of the State of Georgia (hereinafter referred to as the Executive);

WITNESSETH:

        The Company, its parent corporation and subsidiaries are engaged in the business of owning, operating and franchising the operation of restaurants under the names LongHorn Steakhouse, The Capital Grille and Bugaboo Creek Steak House. The Companys parent, RARE Hospitality International, Inc. (the Parent) entered into that certain Change of Control Agreement, dated June 7, 1999, between Executive and the Parent (the First Agreement), which was assigned to the Company as of December 30, 2000. The Company desires to continue the employment of Executive as Secretary of the Company and desires for Executive to continue to serve as Executive Vice President, General Counsel and Secretary of RARE Hospitality International, Inc. (the Parent). The Company desires to be assured of Executives continued employment on the terms and conditions set forth in this Agreement. Executive desires to accept such continued employment on such terms and conditions.

        In the course of Executives employment, Executive has gained and will continue to gain knowledge of the business, affairs, customers, franchisees, plans and methods of the Company, its parent corporation and subsidiaries (collectively, RARE), has been and will be trained at the expense of RARE in the development, opening, operation and management of RAREs restaurants through the use of techniques, systems, practices and methods used and devised by RARE, has had and will have access to information relating to RAREs customers and their preferences and dining habits and has and will become personally known to and acquainted with RAREs suppliers and managers in the Restricted Area (as defined in this Agreement), thereby establishing a personal relationship with such suppliers and managers for the benefit of RARE.

        The Company would suffer irreparable harm if Executive were to use such knowledge, information and personal relationships related to RARE and its business that are obtained and developed in the course of Executives employment with the Company, other than in the proper performance of her duties for the Company.

        In consideration of the sum of One Dollar ($1.00) in hand paid by the Company to Executive, the receipt and sufficiency of which are hereby acknowledged, and the mutual covenants and obligations contained herein, the Company and Executive hereby agree as follows:

         1.        Employment.    The Company agrees to continue to employ Executive, and Executive hereby accepts such continued employment and agrees to perform her duties and responsibilities hereunder, in accordance with the terms and conditions hereinafter set forth.

                                 1.1.        Employment Term.    The employment term of this Agreement shall commence on the date hereof (the "Commencement Date") and shall continue until and end on April 27, 2005, unless terminated prior thereto in accordance with Section 3 hereof. Unless renewed by mutual agreement of the Company and Executive, as expressed in writing signed by both parties on or before October 27, 2004 (the "Notice Date"), this Agreement shall terminate on April 27, 2005 with no renewal or extension; provided, however, that in the event the Company chooses not to renew the Agreement, the Executive will be entitled to receive the compensation under Section 2.1 owed to Executive but unpaid for performance rendered under this Agreement as of the Expiration Date, and the Company will be obligated to continue to pay Executive his Base Compensation (as defined below) as of the Expiration Date, for a period of six (6) months after the Expiration Date, and for such additional period of time beyond six (6) months, if any, equal to the period of time between the Notice Date and the date on which the Company provides Executive with written notice of non-renewal. Such payments of salary shall be made as and when salary would otherwise be payable to senior officers of the Company. The period from the Commencement Date until the employment term expires or is terminated by the Company or Executive is hereinafter referred to as the "Employment Term."

                                 1.2         Duties of Executive.     Executive agrees that during the Employment Term, she will devote her full professional and business-related time, skills and best efforts to the business of RARE, initially in the capacity of Secretary of the Company, Executive Vice President, General Counsel and Secretary of the Parent, and subsequently in such capacity or capacities as shall be determined by the Company or the Parent. Executive shall devote her full time and her best efforts in the performance of any other reasonable duties as may be assigned to her from time to time by the Company or the Parent; provided, that all such duties assigned to Executive shall be of a nature and type reasonably and customarily assigned by companies to employees holding the offices occupied by Executive. Executive shall abide by the employment and other corporate policies of the Company established from time to time. Executive shall devote all of her full professional and business-related skills solely to the affairs of the Company, and shall not, during her employment, unless otherwise agreed to in advance in writing by the Company, seek or accept additional employment, become self-employed in any other capacity during the term of her employment, or engage in any activities which are detrimental to the business of the Company. Notwithstanding the foregoing, Executive may engage in personal investment activities provided such activities do not interfere with Executives performance of her full-time employment duties under this Agreement.

                                 1.3         Insurance/Bond.     For so long as Executive serves as either an officer or director of the Company, the Company shall, at its sole cost and expense, (i) obtain and maintain Directors and Officers and Corporate Liability Insurance covering Executive and her acts and omissions and having coverage levels, terms, and conditions not substantially less favorable than those contained in such insurance currently maintained by the Company and (ii) obtain and post any bond other than fiduciary security (including without limitation any such items required under Section 6.8 of the Companys By-Laws) required by the Company to be maintained by, in the name of or on behalf of Executive.