SHAREHOLDERS VOTING AGREEMENT

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Exhibit 10.6

SHAREHOLDERS VOTING AGREEMENT

        Shareholders Voting Agreement, dated as of July 13, 1998 (the "Agreement"), by and among (1) Furman Selz Investors II L.P., a Delaware limited partnership, and the other individuals or entities listed on Exhibit A hereto (individually, a "Shareholder" and collectively, the "Shareholders") and (2) Harold O. Rosser II and Stephen C. Sherrill (individually, a "Proxyholder" and collectively, the "Proxyholders").

Background

        Acapulco Acquisition Corp., a Delaware corporation (the "Company"), is duly organized and validly existing under the laws of the State of Delaware. The Company is authorized to issue up to 500,000 shares of Class A Common Stock, par value $.001 per share ("Class A Common Stock"). Pursuant to a Securities Purchase and Holders Agreement dated as of the date hereof among the Company, Bruckmann, Rosser, Sherrill & Co., L.P., a Delaware limited partnership, and certain related individuals, the Shareholders, and others (the "Securities Purchase and Holders Agreement"), the Shareholders acquired shares of Class A Common Stock of the Company.

Terms

        In consideration of the mutual agreements contained herein, the parties agree as follows:

        I.     Representations and Warranties.     Each Shareholder hereby severally represents and warrants to the Proxyholders as follows:

        1.     Ownership of Shares.     

        a.     Such Shareholder is the record holder and beneficial owner of the number of shares of Class A Common Stock of the Company set forth opposite such Shareholder's name on Exhibit A hereto (the "Existing Shares", and together with any shares of Class A Common Stock of the Company acquired by such Shareholder after the date hereof and prior to the termination hereof, whether upon exercise of options, conversion of convertible securities, purchase, exchange or otherwise, the "Shares").

        b.     On the date hereof, the Existing Shares set forth opposite such Shareholder's name on Exhibit A hereto constitute all of the shares of Class A Common Stock of the Company owned of record or beneficially by such Shareholder.

        2.     Power, Binding Agreement.     Such Shareholder has the legal capacity, power and authority to enter into and perform all of such Shareholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by such Shareholder do not and will not violate any other agreement to which such Shareholder is a party or by which such Shareholder is bound including, without limitation, any trust agreement, proxy, will, testamentary document, voting agreement, shareholders agreement, voting trust or other agreement. This Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms.

        3.     No Conflicts.     (A) No filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by such Shareholder and the consummation by such Shareholder of the transactions contemplated hereby. (B) Neither the execution and delivery of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (x) conflict with or result in any breach of any applicable trust, estate, foundation or other organizational documents applicable to such Shareholder, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond,

mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which such Shareholder is a party or by which such Shareholder or any of such Shareholder's properties or assets may be bound or (z) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Shareholder or any of such Shareholder's properties or assets.

        4.     No Liens.     Such Shareholder's Shares and the certificates representing such Shares are now, and at all times during the term hereof will be, held by such Shareholder, or by a nominee or custodian for the benefit of such Shareholder, free and clear of all liens, claims, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever, except for any such encumbrances or proxies arising hereunder.

        II.     Agreement to Vote; Proxy; Transfer.     

        1.     Voting.     Each Shareholder hereby severally agrees that, during the time this Agreement is in effect, at any meeting of the shareholders of the Company, or in connection with any written consent of the shareholders of the Company, such Shareholder shall vote (or cause to be voted) the Shares held of record or beneficially by such Shareholder in accordance with the instructions of either of the Proxyholders.

        2.     Proxy.     EACH SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PROXYHOLDERS, EACH OF THEM INDIVIDUALLY, SUCH SHAREHOLDER'S IRREVOCABLE PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES IN SUCH PROXYHOLDER'S DISCRETION, NOT SUBJECT TO ANY REVIEW, IN THE SAME MANNER AND TO THE SAME EXTENT AS IF THE PROXYHOLDER WERE THE ABSOLUTE OWNER OF SUCH SHARES IN HIS OWN RIGHT. EACH SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE DURING THE TERM OF THIS AGREEMENT AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVO