EXHIBIT 10.33

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

EFFECTIVE DATE:  AS OF JANUARY 1, 2001

WOOLEY:          JOHN C. WOOLEY

COMPANY:         SCHLOTZSKY'S, INC., a Texas corporation
                 203 Colorado Street
                 Austin, Texas  78701

AGREEMENT:       Amended and Restated  Employment  Agreement,  effective as of
                 January 1, 2001, by and between WOOLEY and COMPANY.

WHEREAS, the Parties listed above entered into the AGREEMENT described above;
and

WHEREAS, WOOLEY and COMPANY have determined that it is in their mutual best
interest to modify the terms of the AGREEMENT;

NOW, THEREFORE, for the mutual obligations contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:

1.   EFFECT OF AMENDMENT. The AGREEMENT is hereby supplemented and modified by
the provisions of this First Amendment to Employment Agreement ("AMENDMENT").
Wherever there is any conflict between the provisions of the AGREEMENT and the
provisions of this AMENDMENT, the provisions of this AMENDMENT are paramount and
shall control, and the AGREEMENT shall be construed accordingly. Any terms that
are defined in the AGREEMENT shall have the same meanings in this AMENDMENT. Any
provision in the AGREEMENT not expressly changed by or inconsistent with the
provisions of this AMENDMENT shall remain the same.

2.   AMENDMENT OF ADVANCE. The AGREEMENT is hereby amended to restate
PARAGRAPH 5. as follows:

     5. ADVANCE. On or before January 31, 2001, the Company shall pay Wooley a
cash advance against Wooley's future bonuses earned in the amount of $150,000.
The advance shall be recovered by applying the following amounts until the full
amount is recovered: $50,000 of the 2002 bonus, $50,000 of the 2003 bonus, and
$50,000 of the 2004 bonus. If all or any portion of the advance remains after
application of the 2004 bonus, such remainder shall be deemed fully earned by
Wooley and not to be recovered by the Company.



IN WITNESS WHEREOF, the parties hereto have executed this original of this
AMENDMENT to be effective on the EFFECTIVE DATE.

COMPANY:
SCHLOTZSKY'S, INC.,
a Texas corporation

By:
       ----------------------------------
       Richard H. Valade
Title: Chief Financial Officer                      Date: 1/4/02
       Executive Vice President & Treasurer

WOOLEY:

                                                    Date: 12/28/01
-----------------------------------------
John C. Wooley

                                        2