AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

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                                                                   EXHIBIT 10.71

                              CKE RESTAURANTS, INC.

                                 AMENDMENT NO. 2
                                       TO
                               EMPLOYMENT AGREEMENT

      This Amendment No. 2 (the "Amendment") to Employment Agreement is made
effective as of December 6, 2005, by and between CKE Restaurants, Inc. (the
"Company") and Andrew F. Puzder (the "Employee").

                                 R E C I T A L S:

      A. The Company and the Employee entered into an Employment Agreement,
dated as of January 2004, as amended on February 1, 2005 (the "Agreement").

      B. The Company and Employee now desire to amend the Agreement as set forth
below.


                                    AGREEMENT

      1. Salary. Effective January 1, 2006, the minimum base annual salary shall
be $925,000.

      2. Term. Section 2 of the Agreement shall read in its entirety as follows:

            "2. Term. The term of this Agreement (the "Term") shall commence on
      the Effective Date and, subject to prior termination as set forth in
      Section 7 below, shall terminate