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                                                                   EXHIBIT 10.14

                                ESCROW AGREEMENT

          This Escrow Agreement (this "Agreement") is entered into as of May 11,
2000, by and among Red Robin International, Inc., a Nevada corporation
("Buyer"), Red Robin Holding Co., Inc., a direct wholly owned subsidiary of
Buyer incorporated under the laws of Nevada ("Merger Sub"), the stockholders of
The Snyder Group Company, a Delaware corporation (the "Company") listed on the
attached Schedule I (the "Stockholders") and Harris Trust Company of California
as Escrow Agent (the "Escrow Agent").

                                   BACKGROUND

          A. The respective Boards of Directors of Buyer and the Company and the
Stockholders have approved the merger of the Company with and into Merger Sub
(the "Merger"), upon the terms and subject to the conditions set forth in an
Agreement and Plan of Merger (the "Merger Agreement").

          B. Concurrently with the execution of the Merger Agreement and as an
inducement to Buyer to enter into the Merger Agreement, Buyer, Merger Sub, and
the Stockholders desire to enter into this Agreement as security for the
accurateness and completeness of the representations, warranties, covenants,
agreements and indemnities made by the Company and the Stockholders in the
Merger Agreement and to satisfy any adjustments to the Stock Merger
Consideration pursuant to Section 2.9 of the Merger Agreement. Unless otherwise
defined in this Agreement, capitalized words will have the meanings ascribed to
them in the Merger Agreement.

                                    AGREEMENT

          In consideration of the mutual promises contained herein and for other
good and valuable consideration, receipt of which is hereby acknowledged, and
intending to be legally bound, the parties agree as follows:

     1. Appointment of Escrow Agent. The Escrow Agent is hereby appointed to act
        ---------------------------
     as escrow agent in accordance with the terms hereof, and the Escrow Agent
     hereby accepts such appointment. The Escrow Agent shall have all the
     rights, powers, duties and obligations provided herein.

     2. Deposit of Escrow Assets. On the date of the closing of the transactions
        ------------------------
     contemplated by the Merger Agreement (written notification of said date to
     be delivered to the Escrow Agent by Buyer) (the "Closing Date"), each
     Stockholder will be deemed to have received and then deposited with the
     Escrow Agent 2,500,000 shares in the aggregate of Buyer Common Stock issued
     to the Stockholders pursuant to Section 2.8 of the Merger Agreement,
     without any act of the Stockholders; provided, however, that each
                                          --------  -------
     Stockholder shall have the option, upon notice to Buyer 3 days prior to the
     Closing, to deposit cash with the Escrow Agent in lieu of the deposit of
     Buyer Common Stock (for an amount in cash equal to such Buyer Common Stock,
     at a value of $2.00 per share of Buyer Common Stock). Such shares will be
     registered in the name of the Stockholders with attached stock powers
     executed in blank, and will be deposited with the Escrow Agent. Such total
     deposit and any cash deposited with the Escrow

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     Agent by any of the Stockholders in exchange for the release of Buyer
     Common Stock shall constitute the escrow assets (the "Escrow Assets"). At
     any time during which the Escrow Agent holds any Buyer Common Stock of any
     of the Stockholders, each such Stockholder shall have the option, upon
     notice to the Escrow Agent and Buyer 3 days prior to the delivery of cash
     to the Escrow Agent, to deposit cash with the Escrow Agent in exchange for
     all or a part of such Stockholder's Buyer Common Stock, at which time the
     Escrow Agent shall release Buyer Common Stock to such Stockholder. For
     purposes of determining the number of shares of Buyer Common Stock to be
     released to any Stockholder that deposits cash with the Escrow Agent in
     exchange for the release of all or a part of such Stockholder's Buyer
     Common Stock, the value of each share of Buyer Common Stock shall be $2.00,
     subject to adjustment pursuant to Section 7. Any cash received by the
     Escrow Agent for release of all or a part of such Stockholder's Buyer
     Common Stock shall become a part of the Escrow Assets.

     3. Purposes of the Escrow Assets. The purposes of the Escrow Assets shall
        -----------------------------
     be to satisfy (i) any adjustments to the Merger Consideration required
     under Section 2.9 of the Merger Agreement and (ii) any claims by any Buyer
     Indemnified Party for indemnification pursuant to Article IX of the Merger
     Agreement.

     4. Disbursement of Escrow Assets for Adjustments to the Merger
         ----------------------------------------------------------
     Consideration. To satisfy any reduction in the Merger Consideration
     -------------
     pursuant to Section 2.9 of the Merger Agreement, the Escrow Agent shall
     disburse all or part of the Escrow Assets as follows:

          (a) If the Escrow Agent receives written instructions from the
          Stockholder Agent to release Escrow Assets to Buyer with a value equal
          to a portion or all of the amount of any reduction in the Merger
          Consideration determined in accordance with Section 2.9 of the Merger
          Agreement, the Escrow Agent shall immediately disburse Escrow Assets
          to Buyer in the amount specified in the Stockholder Agent's written
          instructions.

          (b) If the Escrow Agent receives written instructions from Buyer (i)
          setting forth the amount of any reduction in the Merger Consideration
          finally determined in accordance with Section 2.9 of the Merger
          Agreement, (ii) stating that Buyer has not received payment from the
          Stockholders of the amount of such reduction within three days of the
          date of final determination and (iii) instructing the Escrow Agent to
          disburse Escrow Assets to Buyer with a value equal to any portion or
          all of the amount of such reduction, the Escrow Agent shall
          immediately disburse Escrow Assets to Buyer in the amount specified in
          Buyer's written instructions.

          (c) If at the time of any disbursement pursuant to this Section 4, the
          Escrow Assets are comprised of both cash and Buyer Common Stock, Buyer
          shall instruct the Escrow Agent to make such disbursement from either
          the cash, Buyer Common Stock, or any combination of cash and Buyer
          Common Stock.

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          (d) The Escrow Agent shall have no duty or obligation to verify that
          the amount specified in any written instructions delivered to the
          Escrow Agent pursuant to Section 4(a) or 4(b) was determined in
          accordance with Section 2.9 of the Merger Agreement.

     5. Disbursement of the Stockholders' Escrow Assets. The Escrow Agent shall
        -----------------------------------------------
     disburse all or part of the Escrow Assets that are owned by the
     Stockholders as follows:

          (a) On the earlier of (i) eighteen months following the Closing Date
          or (ii) a date certified to the Escrow Agent by Buyer that is 60 days
          after Buyer's auditors have delivered a signed audit report with
          respect to the Company's fiscal year 2000 (the "First Stockholder
          Release Date"), the Escrow Agent shall disburse to each Stockholder
          40% of the balance of the Escrow Assets that are owned by each such
          Stockholder as of the First Stockholder Release Date, unless the
          Escrow Agent and the Stockholder Agent have received one or more Claim
          Notices from any Buyer Indemnified Party setting forth, in reasonable
          detail, (i) the amount of any Covered Liabilities due to such Buyer
          Indemnified Party from the Stockholders under Section 9.2(a) of the
          Merger Agreement, and (ii) a description of the factual basis therefor
          (a "Company Indemnity Claim"). With respect to each Stockholder, if
          the Pro Rata Percentage (as defined below) obligation of such
          Stockholder for the aggregate amount of any Company Indemnity Claim(s)
          set forth in Claim Notice(s) as of the First Stockholder Release Date
          is less than 40% of the balance of the Escrow Assets owned by such
          Stockholder as of such date, the Escrow Agent shall pay to such
          Stockholder the amount of the difference between such Stockholder's
          Pro Rata Percentage obligation for the aggregate amount of such
          Company Indemnity Claim(s) and 40% of the balance of the Escrow Assets
          owned by such Stockholder as of the First Stockholder Release Date,
          and the Escrow Agent shall retain the amount of such Company Indemnity
          Claim(s) as part of the Escrow Assets to be held by the Escrow Agent
          pursuant to this Escrow Agreement. The amount retained by the Escrow
          Agent in connection with such Company Indemnity Claim(s), if any,
          shall be the "Retained Amount". Notwithstanding the foregoing, if the
          Escrow Agent and any of the Stockholders have received one or more
          Claim Notices from any Buyer Indemnified Party setting forth, in
          reasonable detail, (i) the amount of any Covered Liabilities due to
          such Buyer Indemnified Party from such Stockholder under Section
          9.2(b) of the Merger Agreement, and (ii) a description of the factual
          basis therefor (a "Stockholder Indemnity Claim"), then any
          disbursement by the Escrow Agent to such Stockholder pursuant to this
          Section 5(a) shall be reduced by the aggregate amount of such
          Stockholder Indemnity Claim(s) and such amount shall be retained by
          the Escrow Agent as part of the Retained Amount.

          (b) On the second anniversary of the Closing Date, the Escrow Agent
          shall disburse to each Stockholder 50% of the balance of the Escrow
          Assets that are owned by each such Stockholder as of such date, unless
          the Escrow Agent and the Stockholder Agent have received one or more
          Claim Notices from any Buyer Indemnified Party setting forth, in
          reasonable detail, a Company Indemnity Claim. With respect to each
          Stockholder, if the Pro Rata Percentage obligation of

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          such Stockholder for the aggregate amount of any Company Indemnity
          Claim(s) set forth in Claim Notice(s) at the second anniversary of the
          Closing Date is less than 50% of the balance of the Escrow Assets
          owned by such Stockholder as of such date, the Escrow Agent shall pay
          to such Stockholder the amount of the difference between such
          Stockholder's Pro Rata Percentage obligation for the aggregate amount
          of such Company Indemnity Claim(s) and 50% of the balance of the
          Escrow Assets owned by such Stockholder as of such date, and the
          Escrow Agent shall retain the amount of such Company Indemnity
          Claim(s) as part of the Escrow Assets to be held by the Escrow Agent
          pursuant to this Escrow Agreement. The amount retained by the Escrow
          Agent in connection with such Company Indemnity Claim(s), if any,
          shall be the "Retained Amount". Notwithstanding the foregoing, if the
          Escrow Agent and any of the Stockholders have received one or more
          Claim Notices from any Buyer Indemnified Party setting forth, in
          reasonable detail, a Stockholder Indemnity Claim, then any
          disbursement by the Escrow Agent to such Stockholder pursuant to this
          Section 5(b) shall be reduced by the aggregate amount of such
          Stockholder Indemnity Claim(s) and such amount shall be retained by
          the Escrow Agent as part of the Retained Amount.

          (c) On the earlier of (i) the third anniversary of the Closing Date or
          (ii) the closing of an initial public offering of Buyer's capital
          stock or the sale of 100% of Buyer's capital stock or substantially
          all of the assets of Buyer (written notification of the date of any
          such closing to be delivered to the Escrow Agent by Buyer) (the "Final
          Stockholder Release Date"), the Escrow Agent shall disburse to each
          Stockholder the remaining balance of the Escrow Assets that are owned
          by each such Stockholder as of the Final Release Date, unless the
          Escrow Agent and the Stockholder Agent have received one or more Claim
          Notices from any Buyer Indemnified Party setting forth a Company
          Indemnity Claim. With respect to each Stockholder, if the Pro Rata
          Percentage obligation of such Stockholder for the aggregate amount of
          any Company Indemnity Claim(s) set forth in such Claim Notice(s) as of
          the Final Stockholder Release Date is less than the balance of the
          Escrow Assets owned by such Stockholder as of the Final Stockholder
          Release Date, the Escrow Agent shall pay to such Stockholder the
          amount of the difference between such Stockholder's Pro Rata
          Percentage obligation for the aggregate amount of such Company
          Indemnity Claim(s) and the balance of the Escrow Assets owned by such
          Stockholder as of the Final Stockholder Release Date, and the Escrow
          Agent shall retain the amount of such Company Indemnity Claim(s) as
          part of the Escrow Assets to be held by the Escrow Agent pursuant to
          this Escrow Agreement. The amount retained by the Escrow Agent in
          connection with such Company Indemnity Claim(s), if any, shall be the
          "Retained Amount". Notwithstanding the foregoing, if the Escrow Agent
          and any of the Stockholders have received one or more Claim Notices
          from any Buyer Indemnified Party setting forth, in reasonable detail,
          a Stockholder Indemnity Claim, then any disbursement by the Escrow
          Agent to such Stockholder pursuant to this Section 5(c) shall be
          reduced by the aggregate amount of such Stockholder Indemnity Claim
          and such amount shall be retained by the Escrow Agent as part of the
          Retained Amount.

                                        4

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          (d) To settle any Company Indemnity Claim by any Buyer Indemnified
          Party against the Stockholders or any Stockholder Indemnity Claim by
          any Buyer Indemnified Party against any Stockholder, the Escrow Agent
          may disburse to such Buyer Indemnified Party any portion of the Escrow
          Assets (including any Retained Amount) owned by the Stockholders (on a
          Pro Rata Percentage basis) or such Stockholder, respectively:

               (i)  at any time upon receipt by the Escrow Agent of a written
                    instruction executed by such Buyer Indemnified Party and the
                    Stockholder Agent in the case of a Company Indemnity Claim
                    or such Stockholder in the case of a Stockholder Indemnity
                    Claim setting forth the amount of the Escrow Assets to be so
                    disbursed;

               (ii) within 30 days following receipt by the Escrow Agent of a
                    Claim Notice, provided that, during such 30-day period, the
                    Escrow Agent shall not have received: (A) a written
                    objection to the disbursement from the Stockholder Agent in
                    connection with any Company Indemnity Claim (a "Company
                    Objection") or a written objection to the disbursement from
                    such Stockholder in connection with any Stockholder
                    Indemnity Claim (a "Stockholder Objection), which such
                    Company Objection or Stockholder Objection shall describe in
                    reasonable detail the factual basis therefor and shall be
                    delivered to such Buyer Indemnified Party and the Escrow
                    Agent; or (B) a written instruction from such Buyer
                    Indemnified Party that such Buyer Indemnified Party has
                    received an amount in cash to settle such claims by Buyer
                    Indemnified Party; or

               (iii) unless the Escrow Agent has received a written instruction
                    from such Buyer Indemnified Party that such Buyer
                    Indemnified Party has received an amount in cash to settle
                    such claim prior to receipt by the Escrow Agent of the items
                    set forth below, within three days following receipt by the
                    Escrow Agent of:

                    (a) a judgment of any court determining the validity of a
                    disputed claim by such Buyer Indemnified Party, and
                    certification by Buyer that no appeal is pending from such
                    judgment or that the time to appeal therefrom has elapsed;

                    (b) an award of any arbitrator or arbitration panel
                    determining the validity of a disputed claim by such Buyer
                    Indemnified Party, and certification by Buyer that there is
                    not pending any motion to set aside such award or that the
                    time within which to move to set such award aside has
                    elapsed;

                    (c) a written termination of any Company Objection in
                    connection with any Company Indemnity Claim or any

                                        5

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                    Stockholder Objection in connection with any Stockholder
                    Indemnity Claim signed by all of the parties thereto or
                    their attorneys; or

                    (d) a written acknowledgement by the Stockholder Agent with
                    respect to any Company Indemnity Claim or such Stockholder
                    with respect to any Stockholder Indemnity Claim that the
                    validity of any claim by such Buyer Indemnified Party is no
                    longer disputed.

          (e) The Escrow Agent shall disburse to each Stockholder (on a Pro Rata
          Percentage basis) any part or all of the Retained Amount owned by such
          Stockholder that has been retained by the Escrow Agent in connection
          with any Company Indemnity Claim made by any Buyer Indemnified Party
          and, to each Stockholder, any part or all of the Retained Amount owned
          by each such Stockholder that has been retained by the Escrow Agent in
          connection with any Stockholder Indemnity Claim:

               (i)  at any time upon receipt by the Escrow Agent of a written
                    instruction executed by such Buyer Indemnified Party and the
                    Stockholder Agent in connection with any Company Indemnity
                    Claim or such Stockholder in connection with any Stockholder
                    Indemnity Claim setting forth the amount of the Retained
                    Amount to be so disbursed; or

               (ii) within three days following receipt by the Escrow Agent of:

                    (a) a judgment of any court determining that such Buyer
                    Indemnified Party is not entitled to any or all of the
                    disputed claim by such Buyer Indemnified Party, and
                    certification by the Stockholder Agent in connection with
                    any Company Indemnity Claim or such Stockholder in
                    connection with any Stockholder Indemnity Claim that no
                    appeal is pending from such judgment or that the time to
                    appeal therefrom has elapsed;

                    (b) an award of any arbitrator or arbitration panel
                    determining that such Buyer Indemnified Party is not
                    entitled to any or all of the disputed claim by such Buyer
                    Indemnified Party, and certification by the Stockholder
                    Agent in connection with any Company Indemnity Claim or such
                    Stockholder in connection with any Stockholder Indemnity
                    Claim that there is not pending any motion to set aside such
                    award or that the time within which to move to set such
                    award aside has elapsed; or

                    (c) a written withdrawal by such Buyer Indemnified Party of
                    any Company Indemnity Claim or Stockholder Indemnity Claim
                    by such Buyer Indemnified Party.

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          (f) Upon receipt by the Escrow Agent of written instructions from
          Buyer stating that any Stockholder has paid its Pro Rata Percentage
          obligation of any Company Indemnity Claim in immediately available
          funds, the Escrow Agent shall disburse Buyer Common Stock to such
          Stockholder from such Stockholder's Escrow Assets in the amount of the
          Company Indemnity Claim paid by such Stockholder as set forth in
          Buyer's written instructions. Upon receipt by the Escrow Agent of
          written instructions from Buyer stating that any Stockholder has paid
          any Buyer Indemnified Party the amount of any Stockholder Indemnity
          Claim in immediately available funds, the Escrow Agent shall disburse
          to such Stockholder Buyer Common Stock from the Escrow Assets owned by
          such Stockholder in the amount of such claim.

          (g) If at the time of any disbursement pursuant to this Section 5, the
          Escrow Assets owned by the Stockholder(s) are comprised of both cash
          and Buyer Common Stock, Buyer shall instruct the Escrow Agent to make
          such disbursement from either the cash, Buyer Common Stock, or any
          combination of cash and Buyer Common Stock.

     6. Pro Rata Percentage Disbursements. Any disbursements from the Escrow
        ---------------------------------
     Assets (i) to the Stockholders pursuant to Section 5 and (ii) to Buyer (A)
     pursuant to Section 4 and (B) to satisfy any Company Indemnity Claim, shall
     be made from the Escrow Assets owned by each Stockholder on a pro rata
     basis based on each Stockholder's percentage ownership of the Company
     immediately prior to the Effective Time (the "Pro Rata Percentage"), as set
     forth below:

          Michael J. Snyder            41.0003087373%

          Stephen S. Snyder, trustee   20.5001543686%

          Louise A. Snyder, trustee    20.5001543686%

          Michael E. Woods              3.9993350274%

          Robert Merullo                3.9993350274%

          Shamrock Investment Co.       7.9333602489%

          George D. Hansen              0.5046666825%

          Deborah Hansen                0.4939796233%

          Beverly C. Brown              0.5343529579%

          L.V. Brown, Jr.               0.5343529579%

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     7. Valuation of Escrow Common Stock. For purposes of disbursing the Escrow
        --------------------------------
     Assets to any Stockholder or to settle any reduction of Merger
     Consideration, Company Indemnity Claim or any Stockholder Indemnity Claim
     by any Buyer Indemnified Party, the value of the shares of Buyer Common
     Stock which constitute the Escrow Assets hereunder shall be $2.00 per
     share, as proportionately adjusted from time to time to give effect to any
     stock dividends, stock splits, reverse stock splits, reclassifications or
     events of a similar nature affecting the shares of Buyer Common Stock after
     the Effective Time. Buyer shall deliver written notification to the Escrow
     Agent of any such adjustments to Buyer Common Stock. The number of shares
     of Buyer Common Stock disbursed to any Stockholder or to settle any
     reduction of the Merger Consideration, Company Indemnity Claim or any
     Stockholder Indemnity Claim by such Buyer Indemnified Party shall be
     rounded up to the next whole share, if necessary.

     8. Voting Rights and Dividends
        ---------------------------

          (a) The Stockholders shall be entitled to exercise any and all voting
          and other consensual rights pertaining to the Escrow Assets or any
          part thereof for any purpose not inconsistent with the terms of this
          Agreement, the Merger Agreement and the Shareholders Agreement.

          (b) Any and all distributions of stock or any securities of Buyer
          Common Stock issued in respect thereof (including, without limitation,
          any shares issued pursuant to any stock dividend, stock split, reverse
          stock split, combination or reclassification thereof) shall be the
          property of the Stockholders and shall be deposited with the Escrow
          Agent and shall be treated as Escrow Assets pursuant to the terms of
          this Agreement. Cash dividends or other property distributed in
          respect of Buyer Common Stock and interest paid in respect of cash
          held in the Escrow Assets shall be delivered to the Stockholders and
          shall not be deposited with or retained by the Escrow Agent.

     9. Investment of Escrow Assets. The Escrow Agent agrees to invest and
        ---------------------------
     reinvest any cash deposited with the Escrow Agent at the written direction
     of the Stockholder Agent and risk of the Stockholders during the term of
     this Agreement. The Escrow Agent shall invest and reinvest any cash
     deposited with the Escrow Agent in J.P. Morgan Institutional Service Prime
     Money Market Fund or any money market fund rated in the highest rating
     category by Standard and Poor's Ratings Services or Moody's Investor
     Service. The parties acknowledge that the Escrow Agent shall not be
     responsible for any diminution in value of the cash deposited with the
     Escrow Agent due to losses resulting from investments.

     10. Termination.
         -----------

          (a) Three Year Anniversary. After all Company Indemnity Claims and
              ----------------------
          Stockholder Indemnity Claims by any of the Buyer Indemnified Parties
          made within three years of the Closing Date of the transactions
          contemplated by the Merger Agreement have been settled or resolved and
          the Escrow Agent has disbursed any or all of the Retained Amount to
          such Buyer Indemnified Parties,

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          the Escrow Agent shall disburse to each Stockholder the remaining
          Escrow Assets owned by each such Stockholder and the escrow shall
          terminate; provided, however, that if the Escrow Assets are depleted
                     --------  -------
          at any earlier time, then the escrow shall terminate at such earlier
          time.

          (b) Initial Public Offering or Sale of Buyer. Notwithstanding the
              ---------------------------------------
          foregoing, following the closing of an initial public offering of
          Buyer's capital stock or a sale of 100% of the capital stock of Buyer
          or substantially all of the assets of Buyer, the escrow shall
          terminate after (i) all Company Indemnity Claims and Stockholder
          Indemnity Claims by any of the Buyer Indemnified Parties made prior to
          the closing of any such public offering or sale have been settled or
          resolved, (ii) the Escrow Agent has disbursed any or all of the
          Retained Amount to such Buyer Indemnified Parties and (iii) the Escrow
          Agent has disbursed to each Stockholder the remaining Escrow Assets
          owned by each such Stockholder; provided, however, that if the Escrow
                                          --------  -------
          Assets are depleted at any earlier time, then the escrow shall
          terminate at such earlier time.

     11. Recovery of Attorneys' Fees and Court Costs. In the event of any Action
         -------------------------------------------
     between any Buyer Indemnified Party and any of the Stockholders arising out
     of the subject matter of this Agreement, the prevailing party in such
     Action shall be entitled to recover its reasonable attorneys' fees, and
     other costs and expenses, including all amounts paid to or on behalf of the
     Escrow Agent, incurred in connection with such Action. If such Buyer
     Indemnified Party is entitled to reimbursement of such fees, costs and
     expenses, it may recover them from the Escrow Assets, but its rights and
     remedies shall not be limited to the Escrow Assets. To recover such amount
     from the Escrow Assets, such Buyer Indemnified Party shall deliver to the
     Escrow Agent a copy of the adjudication resulting from such Action that
     sets forth the amount of fees, costs and expenses awarded to it, and the
     Escrow Agent shall be authorized to disburse to such Buyer Indemnified
     Party the total amount thereof in reliance on such adjudication from the
     Escrow Assets owned by the Stockholder(s) named on such adjudication.

     12. Limitations on Liability of Escrow Agent.
         ----------------------------------------

          (a) The Escrow Agent may act upon any written notice, certificate,
          instrument, request, waiver, consent, paper, or other document that
          the Escrow Agent in good faith reasonably believes to be genuine and
          to have been made, sent, signed, prescribed, or presented by the
          proper person or persons. The Escrow Agent shall not be liable for any
          action taken or omitted by it in connection with the performance of
          its duties and obligations hereunder, except for its own gross
          negligence or willful misconduct. The Escrow Agent shall be under no
          obligation to institute or defend any action, suit or legal proceeding
          in connection with this escrow or this Agreement unless it is
          indemnified to its satisfaction by the party or parties who desire
          that it undertake such action.

          (b) The Escrow Agent shall be under no obligation or liability for
          failure to inform any Buyer Indemnified Party or any of the
          Stockholders regarding any transaction or facts within the Escrow
          Agent's knowledge, even though the same

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          may concern the matters described herein, provided they do not prevent
          or interfere with the Escrow Agent's compliance with this Agreement,
          nor shall the Escrow Agent be liable for the sufficiency, correctness
          or genuineness as to form, manner of execution or validity of any
          instrument deposited, nor as to identity, authority, or rights of any
          person executing the same, except as above provided.

          (c) Should the Escrow Agent during or after the term of the escrow
          receive or become aware of any conflicting demands or claims with
          respect to the Escrow Assets or the rights of any of the parties
          hereto, or any money or property deposited herein or affected hereby,
          the Escrow Agent shall have the right to discontinue any or all
          further acts on its part until such conflict is resolved to its and
          the parties' satisfaction, and the Escrow Agent shall have the further
          right to commence or defend any action or proceeding for the
          determination of such conflict. In the event the Escrow Agent should
          file suit in interpleader, it shall be fully released and discharged
          from all further obligations under this Agreement.

          (d) The Escrow Agent may consult with legal counsel satisfactory to it
          in connection with any dispute, the construction of any provision of
          this Agreement or the duties and obligations of the Escrow Agent under
          this Agreement and shall be fully protected in taking or omitting to
          take any other action in reliance on the advice of such counsel.

          (e) Buyer and the Stockholders agree jointly and severally, and as to
          each of the Stockholders, severally and not jointly, to indemnify the
          Escrow Agent and hold it harmless from and against any loss,
          liability, expenses (including, without limitation, reasonable
          attorneys' fees and expenses), claim or demand arising out of or in
          connection with the performance of its obligations in accordance with
          the provisions of this Escrow Agreement, except for the gross
          negligence or willful misconduct of the Escrow Agent. The costs and
          expenses of enforcing this right of indemnification shall be paid by
          Buyer and the Stockholders, jointly and severally, and as to each of
          the Stockholders, severally and not jointly. These indemnities shall
          survive the resignation of the Escrow Agent or the termination of this
          Escrow Agreement.

          (f) The Escrow Agent shall have no duties except those specifically
          set forth in this Agreement and shall not be subject to, nor have any
          liability or responsibility under, any other agreement or document the
          parties hereto may be responsible for, even if same is referenced
          herein.

     13. Release of Escrow Agent. The retention and distribution of the Escrow
         -----------------------
     Assets in accordance with the terms and provisions of this Agreement shall
     fully and completely release the Escrow Agent from any obligations or
     liabilities assumed under this Agreement with respect to the Escrow Assets.

     14. Compensation of Escrow Agent. The Escrow Agent shall be entitled to its
         ----------------------------
     fees as set forth in Schedule II, and reimbursement of fees, costs and
     expenses, including reasonable attorneys' fees, suffered or incurred by the
     Escrow Agent in connection with

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     the performance of its duties and obligations hereunder, including, but not
     limited to, any suit in interpleader brought by the Escrow Agent. The
     compensation, fees, costs and expenses of the Escrow Agent shall be paid by
     Buyer (except as may otherwise be determined in any Action).

     15. Resignation of Escrow Agent; Successor Escrow Agent.
         ---------------------------------------------------

          (a) The Escrow Agent may resign at any time upon giving at least
          thirty days written notice to Buyer and the Stockholder Agent;
          provided, however, that no such resignation will become effective
          --------  -------
          until the appointment of a successor Escrow Agent which will be
          accomplished as follows: Buyer shall appoint a successor Escrow Agent
          within thirty days after receiving such notice, which appointment will
          be subject to the approval of the Stockholder Agent. If Buyer and the
          Stockholder Agent fail to agree upon a successor Escrow Agent within
          such time, the Escrow Agent will have the right to appoint a successor
          Escrow Agent. The successor Escrow Agent will execute and deliver an
          instrument accepting such appointment and it will, without further
          acts, be vested with all the estates, properties, rights, powers and
          duties of the predecessor Escrow Agent as if originally named as the
          Escrow Agent. Thereafter, the predecessor Escrow Agent will be
          discharged from any further duties under this Agreement.

          (b) Any corporation or association into which the Escrow Agent may be
          converted or merged, or with which it may be consolidated, or to which
          it may sell or transfer its corporate trust business and assets as a
          whole or substantially as a whole, or any corporation or association
          resulting from any such conversion, sale, merger, consolidation or
          transfer to which the Escrow Agent is a party shall be and become the
          successor Escrow Agent under this Escrow Agreement, vested with title
          to the Escrow Assets and having all the powers, discretions, rights,
          duties, immunities and privileges as its predecessor, without the
          execution or filing of any instrument or any further act, deed or
          conveyance.

     16. Stockholder Agent.
         -----------------

          (a) Michael J. Snyder is hereby appointed by the Stockholders to act
          as the Stockholders' agent (the "Stockholder Agent") with respect to
          the escrow provisions set forth in this Agreement. The Stockholder
          Agent will be constituted and appointed as agent and attorney-in-fact
          for each Stockholder to give and receive notices and communications,
          to authorize delivery to any Buyer Indemnified Party of Buyer Common
          Stock or cash from the Escrow Assets in satisfaction of Company
          Indemnity Claims or Stockholder Indemnity Claims by such Buyer
          Indemnified Party, to object to such deliveries, to agree to,
          negotiate, enter into settlements and compromises of, and comply with
          orders of courts and awards of arbitrators with respect to such
          Company Indemnity Claims or Stockholder Indemnity Claims, to authorize
          delivery to any Buyer Indemnified Party of Buyer Common Stock or cash
          from the Escrow Assets in satisfaction of any reduction in the Merger
          Consideration, and to take all actions necessary or appropriate in the
          judgment of the Stockholder Agent for the accomplishment of

                                       11

<PAGE>

          the foregoing. Notices or communications to or from the Stockholder
          Agent will constitute notice to or from each of the Stockholders. A
          decision, act, consent or instruction of the Stockholder Agent will
          constitute a decision of all the Stockholders, and will be final,
          binding and conclusive upon each of the Stockholders, and the Escrow
          Agent and any Buyer Indemnified Party may rely upon any decision, act,
          consent or instruction of the Stockholder Agent as being the decision,
          act, consent or instruction of each and all of the Stockholders.

          (b) Michael J. Snyder may, in his sole discretion, resign as the
          Stockholder Agent, provided that Michael J. Snyder shall give Buyer 20
          days' prior written notice of his inability or unwillingness to serve
          as the Stockholder Agent hereunder. If Michael J. Snyder is unable to
          or unwilling to act as the Stockholder Agent, a majority in interest
          of the Stockholders shall be entitled to appoint a substitute agent(s)
          for such purpose. Michael J. Snyder shall have no liability whatsoever
          to any of the Stockholders, Merger Sub, any Buyer Indemnified Party or
          the Escrow Agent in acting as the Stockholder Agent except for actions
          taken in manifest bad faith. Any Buyer Indemnified Party and the
          Escrow Agent shall be entitled to rely on the authority of the
          Stockholder Agent for all purposes provided for herein, and any Buyer
          Indemnified Party and the Escrow Agent shall have no liability to the
          Stockholders for the failure of the Stockholder Agent to perform any
          action or satisfy any obligation provided for herein. The Escrow Agent
          and any Buyer Indemnified Party are hereby relieved from any liability
          to any Person for acts done by them in accordance with any decision,
          act, consent or instruction of the Stockholder Agent.

          (c) Each Stockholder agrees to pay all costs and expenses, including
          those of any legal counsel or other professional retained by the
          Stockholder Agent, in connection with the acceptance or administration
          of the Stockholder Agent's duties hereunder.

     17. Parties in Interest. This Agreement shall be binding upon and inure to
         -------------------
     the benefit of each party, and nothing in this Agreement, express or
     implied, is intended to confer upon any other person any rights or remedies
     of any nature whatsoever by, under or by reason of this Agreement. Nothing
     in this Agreement is intended to relieve or discharge the obligation of any
     third person to, or to confer any right of subrogation or action over
     against, any party to this Agreement.

     18. Notices. Any notice or other communication hereunder must be given in
         -------
     writing and either (a) delivered in person, (b) transmitted by telefax or
     other telecopy mechanism provided that any notice so given is also mailed
     as provided in clause (c) or (c) mailed by certified or registered mail,
     postage prepaid, receipt requested, to the addresses set forth on the
     signature pages attached hereto or to such other address or to such other
     person as either party shall have last designated by such notice to the
     other party. Each such notice or other communication shall be effective
     when actually received. The names, titles and specimen signatures of each
     of the persons who are authorized to execute and deliver written notices
     and directions to the Escrow Agent pursuant to this Agreement are attached
     hereto as Schedule III.

                                       12

<PAGE>

     19. Amendments; Waivers. This Agreement may be amended only by an agreement
         -------------------
     in writing of all parties. No waiver of any provision nor consent to any
     exception to the terms of this Agreement shall be effective unless in
     writing and signed by the party to be bound, and then only to the specific
     purpose, extent and instance so provided.

     20. Counterparts. This Agreement and any other agreement (or document)
         ------------
     delivered pursuant hereto may be executed in one or more counterparts and
     by different parties in separate counterparts. All of such counterparts
     shall constitute one and the same agreement and shall become effective when
     one or more counterparts of this Agreement have been signed by each party
     and delivered to the other parties. Facsimile signatures shall constitute
     original signatures for all purposes of this Agreement.

     21. Assignment; Successors and Assigns. Neither this Agreement nor any
         ----------------------------------
     rights or obligations under it are assignable without the prior written
     consent of all parties. This Agreement shall be binding upon, inure to the
     benefit of and be enforceable by the successors and permitted assigns of
     the respective parties.

     22. Governing Law. This Agreement shall be governed in all respects by the
         -------------
     laws of the State of California without regard to any laws or regulations
     relating to choice of laws (whether of the State of California or any other
     jurisdiction) that would cause the application of the laws of any other
     jurisdiction other than the State of California.

     23. Integration. This Agreement, and the agreements referred to herein,
         -----------
     constitute the entire agreement and understanding of the parties with
     respect to the subject matter of this Agreement and supersede all prior
     agreements and understandings with respect thereto.

     24. Severability. If any provision of this Agreement is held invalid by any
         ------------
     court, arbitrator, governmental agency or regulatory body, the other
     provisions shall remain in full force and effect. To the extent permitted
     by applicable law, the parties hereby waive any provision of law that
     renders any provision hereof unenforceable in any respect.

     25. Headings. The descriptive headings of the Sections of this Agreement
         --------
     are for convenience only and do not constitute a part of this Agreement.

                  [Remainder of page intentionally left blank]

                                       13

<PAGE>

          IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on the day and year first above written.

                                          RED ROBIN INTERNATIONAL, INC.
                                          a Nevada corporation


                                          By:/s/ James P. McCloskey
                                             -----------------------------------
                                                 James P. McCloskey
                                                 Chief Financial Officer

                                           Address: 5575 DTC Parkway, Suite 110
                                                    Englewood, Colorado 80111
                                                    Attention:  John Grant
                                                    Facsimile No.:  303-846-6073


                                          RED ROBIN HOLDING CO.,
                                          a Nevada corporation


                                          By:/s/ James P. McCloskey
                                             -----------------------------------
                                                 James P. McCloskey
                                                 Chief Financial Officer

                                          Address: 5575 DTC Parkway, Suite 110
                                                   Englewood, Colorado 80111
                                                   Attention:  John Grant
                                                   Facsimile No.: 303-846-6073


                                          THE STOCKHOLDERS


                                          --------------------------------------
                                              Michael J. Snyder

                                          Address: 5575 DTC Parkway, Suite 110
                                                   Englewood, Colorado 80111
                                                   Attention: Michael J. Snyder
                                                   Facsimile No.: 303-846-6013

                                       S-1

<PAGE>

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed on the day and year first above written.

                                          RED ROBIN INTERNATIONAL, INC.
                                          a Nevada corporation


                                          By:
                                             -----------------------------------
                                                 James P. McCloskey
                                                 Chief Financial Officer

                                           Address: 5575 DTC Parkway, Suite 110
                                                    Englewood, Colorado 80111
                                                    Attention:  John Grant
                                                    Facsimile No.:  303-846-6073


                                          RED ROBIN HOLDING CO.,
                                          a Nevada corporation


                                          By:
                                             -----------------------------------
                                                 James P. McCloskey
                                                 Chief Financial Officer

                                          Address: 5575 DTC Parkway, Suite 110
                                                   Englewood, Colorado 80111
                                                   Attention:  John Grant
                                                   Facsimile No.: 303-846-6073


                                          THE STOCKHOLDERS

                                          /s/  Michael J. Snyder
                                          --------------------------------------
                                              Michael J. Snyder

                                          Address: 5575 DTC Parkway, Suite 110
                                                   Englewood, Colorado 80111
                                                   Attention: Michael J. Snyder
                                                   Facsimile No.: 303-846-6013

                                       S-1

<PAGE>

                              /s/ Stephen Snyder
                              --------------------------------------------------
                              Stephen Snyder, individually and as the Trustee of
                              the Stephen S. Snyder Intervivos Trust

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013



                              --------------------------------------------------
                              Louise Snyder, individually and as the Trustee of
                              the Louise Snyder Intervivos Trust

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013



                              --------------------------------------------------
                              Michael E. Woods

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013



                              --------------------------------------------------
                              Robert Merullo

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013

                                      S-2

<PAGE>


                              --------------------------------------------------
                              Stephen Snyder, individually and as the Trustee of
                              the Stephen S. Snyder Intervivos Trust

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013


                              /s/ Louise Snyder
                              --------------------------------------------------
                              Louise Snyder, individually and as the Trustee of
                              the Louise Snyder Intervivos Trust

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013



                              --------------------------------------------------
                              Michael E. Woods

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013



                              --------------------------------------------------
                              Robert Merullo

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013

                                      S-2

<PAGE>


                              --------------------------------------------------
                              Stephen Snyder, individually and as the Trustee of
                              the Stephen S. Snyder Intervivos Trust

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013



                              --------------------------------------------------
                              Louise Snyder, individually and as the Trustee of
                              the Louise Snyder Intervivos Trust

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013


                              /s/ Michael E. Woods
                              --------------------------------------------------
                              Michael E. Woods

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013



                              --------------------------------------------------
                              Robert Merullo

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013

                                      S-2

<PAGE>


                              --------------------------------------------------
                              Stephen Snyder, individually and as the Trustee of
                              the Stephen S. Snyder Intervivos Trust

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013



                              --------------------------------------------------
                              Louise Snyder, individually and as the Trustee of
                              the Louise Snyder Intervivos Trust

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013



                              --------------------------------------------------
                              Michael E. Woods

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013


                                /s/ Robert Merullo
                              --------------------------------------------------
                              Robert Merullo

                              Address: 5575 DTC Parkway, Suite 110
                                       Englewood, Colorado 80111
                                       c/o Michael J. Snyder
                                       Facsimile No.: 303-846-6013

                                      S-2

<PAGE>

                                            SHAMROCK INVESTMENT COMPANY
                                            a Washington general partnership


                                            By: /s/ George D. Hansen
                                               ---------------------------------
                                            Name:  George D. Hansen
                                                 -------------------------------
                                            Title: C.O.O.
                                                  ------------------------------

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013



                                            ------------------------------------
                                            George D. Hansen

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013



                                            ------------------------------------
                                            Deborah Hansen

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013



                                            ------------------------------------
                                            Beverly C. Brown

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013

                                      S-3

<PAGE>

                                            SHAMROCK INVESTMENT COMPANY
                                            a Washington general partnership


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013


                                            /s/ George D. Hansen
                                            ------------------------------------
                                            George D. Hansen

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013



                                            ------------------------------------
                                            Deborah Hansen

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013



                                            ------------------------------------
                                            Beverly C. Brown

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013

                                      S-3


<PAGE>

                                            SHAMROCK INVESTMENT COMPANY
                                            a Washington general partnership


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013



                                            ------------------------------------
                                            George D. Hansen

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013


                                            /s/ Deborah Hansen
                                            ------------------------------------
                                            Deborah Hansen

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013



                                            ------------------------------------
                                            Beverly C. Brown

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013

                                      S-3

<PAGE>

                                            SHAMROCK INVESTMENT COMPANY
                                            a Washington general partnership


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013



                                            ------------------------------------
                                            George D. Hansen

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013



                                            ------------------------------------
                                            Deborah Hansen

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013


                                            /s/ Beverly C. Brown
                                            ------------------------------------

                                            Address: 5575 DTC Parkway, Suite 110
                                                     Englewood, Colorado 80111
                                                     c/o Michael J. Snyder
                                                     Facsimile No.: 303-846-6013

                                      S-3

<PAGE>

                                        /s/ L.V. Brown, Jr.
                                        ----------------------------------------
                                        L.V. Brown, Jr.

                                        Address: 5575 DTC Parkway, Suite 110
                                                 Englewood, Colorado 80111
                                                 c/o Michael J. Snyder
                                                 Facsimile No.: 303-846-6013


                                        HARRIS TRUST COMPANY
                                        OF CALIFORNIA, as Escrow Agent


                                        By:
                                            ------------------------------------
                                            Esther Cervantes
                                            Tittle: Vice President

                                        Address: 601 South Figueroa Street #4900
                                                 Los Angeles, California 90017
                                                 Attention: Escrow Division
                                                 Facsimile No.: (213) 239-0631

                                      S-4

<PAGE>


                                        ----------------------------------------
                                        L.V. Brown, Jr.

                                        Address: 5575 DTC Parkway, Suite 110
                                                 Englewood, Colorado 80111
                                                 c/o Michael J. Snyder
                                                 Facsimile No.: 303-846-6013


                                        HARRIS TRUST COMPANY
                                        OF CALIFORNIA, as Escrow Agent


                                        By: /s/ Esther Cervantes
                                            ------------------------------------
                                            Esther Cervantes
                                            Tittle: Vice President

                                        Address: 601 South Figueroa Street #4900
                                                 Los Angeles, California 90017
                                                 Attention: Escrow Division
                                                 Facsimile No.: (213) 239-0631

                                      S-4