RETENTIONBONUS AGREEMENT

                 This Retention Bonus Agreement (the  "Agreement") is made by and between  _____________  ("Executive")  and Furr's  Restaurant  Group, Inc., a Delaware corporation (the "Company") on ____________, 2001.

RECITALS

        TheCompany desires to maintain the services of Executive and Executive desires tocontinue to provide services to the Company. 

        TheCompany and Executive desire this Agreement to insure the establishment andmaintenance of sound and vital management in protecting and enhancing the bestinterest of the Company and its shareholders during the time that the Company isselecting a new Chief Executive Officer. 

                 Now, therefore, the parties to this Agreement agree as follows.

1.     Employment

        ThisAgreement is not intended to and does not constitute an employment agreementbetween the Company and Executive. The Company and Executive acknowledge andagree that the employment relationship that exists between the Company andExecutive is “at will.” Nothing contained in this Agreement affectsany right of the Company or Executive to terminate employment at any time, norcreates any rights to employment on the part of Executive. 

2.     Compensation

                  In recognition of the increased  responsibility  of Executive during the period in which the Company searches for and selectsa new Chief  Executive  Officer,  Executive will be paid a bonus (the  "Retention  Bonus") equal to twenty percent (20%) of Executive'smonthly  base  compensation  accruing  during the period  beginning on June 26, 2001 and ending on the earlier of December 31, 2001 andthe date that a successor Chief Executive  Officer  commences work at the Company's  executive  offices (the "New CEO Hire Date").  TheRetention  Bonus will be paid on the  earlier of (a) One Hundred  Twenty  (120) days  following  the New CEO Hire Date,  provided  thatExecutive  continues to be employed by the Company on that date, and (b) upon the termination of Executive's  employment by the Companyfor a reason other than Cause.  The Retention  Bonus  contemplated  by this Agreement is payable in a lump sum,  subject to withholdingpursuant to the Company's normal payroll practices. 

3.     Severance

        Inthe event that Executive’s employment is terminated by the Company for areason other than Cause during the period commencing on the date of thisAgreement and ending six months following the New CEO Hire Date, Executive shallbe entitled to receive (i) Executive’s current base compensation throughthe date of termination; (ii) an amount equal to the “2001 Pro RataBonus” if the date of Executive’s termination of employment is on orprior to December 31, 2001, or an amount equal to the “2002 Pro RataBonus” if the date of Executive’s termination of employment is afterDecember 31, 2001; (iii) the amount of the Retention Bonus accrued to the dateof termination; and (iv) an amount equal to six (6) months base compensation asthen in effect (the “Severance Payments”). Severance Payments, otherthan the 2001 Pro Rata Bonus, if applicable, required by this Section 3 arepayable in a lump sum, subject to withholding pursuant to the Company’snormal payroll practices. The 2001 Pro Rata Bonus means a portion of the bonusthat Executive would be entitled to receive pursuant to participation in theCompany’s 2001 cash bonus program for executives had Executive’semployment continued through the payment date of such bonus (the “Full 2001Bonus”), which will be equal to the number of calendar days Executive wasemployed during 2001 divided by 365 multiplied by the amount of the Full 2001Bonus, which will be payable to Executive at the time that bonuses attributableto the Company’s 2001 cash bonus program for executives are paid generally.The 2002 Pro Rata Bonus means a portion of the bonus that Executive would beentitled to receive pursuant to participation in the Company’s 2002 cashbonus program for executives had Executive’s employment continued throughthe payment date of such bonus (the “Full 2002 Bonus”), which will bebased upon the performance of the Company in achieving the objectives of the2002 cash bonus program through the last day of the month preceding the date oftermination of Executive’s employment (for example, if Executive is toreceive a bonus of 20% of his or her base compensation of $100,000 if theCompany’s EBITDA goal for 2002 is achieved, and Executive’s employmentis terminated by the Company without Cause on April 20, 2002, if theCompany’s EBITDA through March 31, 2002 is at budget, Executive will bepaid an amount equal to $25,000 (3 months base compensation) multiplied by 20%,or $5,000, which will be payable upon the date of Executive’s terminationof employment, or as promptly thereafter as it may be determined). 

4.     Definitions

                 "Cause" as used in this Agreement means any one or more of the following events:

        (i)   Executive fails to devote substantially all of Executive’s full businesstime, attention, and energies to the business of the Company or to discharge theduties faithfully, diligently, to the best of Executive’s abilities, and ina manner consistent with those duties normally associated with the position ofExecutive, and such failure continues for a period of ten business days afterExecutive receives written notice setting forth with reasonable specificity thenature of such failure. 

        (ii)   Executive fails to follow a directive of the Board of Directors or the ChiefExecutive Officer and such failure continues for a period of ten business daysafter Executive receives written notice setting forth with reasonablespecificity the nature of such failure. 

        (iii)   Executive willfully engages in conduct that is significantly injurious to theCompany, financially or otherwise. 

                 (iv)        Executive is convicted of a crime involving moral turpitude.

5.     Confidentiality and Property.

        (a)   Executive represents and agrees that, except as specifically authorized inwriting by the Company or as may be required for Executive to obtain adviceregarding this Agreement from professional advisors who agree to observe theconfidentiality restrictions applicable to Executive hereunder, Executive willnot disclose the existence or terms of this Agreement to any person or entity. 

        (b)   Executive acknowledges that all customer, supplier and distributor lists, tradesecrets, plans, production techniques, sales, marketing and expansionstrategies, and technology and process of the Company and its Affiliates, asthey may exist from time to time, and information concerning the products,services, production, development, technology and all technical information,procurement and sales activities and procedures, promotion and pricingtechniques, and credit and financial data concerning customers of the Companyand its Affiliates are valuable, special, and unique assets of the Company andits Affiliates (collectively, “Confidential Information”).Executive acknowledges that access to and knowledge of the ConfidentialInformation is essential to the performance of Executive’s duties underthis Agreement. Executive represents and agrees that, except as specificallyauthorized in writing by the Company or in connection with the performance ofExecutive’s duties, Executive will not (i) disclose any ConfidentialInformation to any person or entity or (ii) make use of any ConfidentialInformation for Executive’s own purposes or for the benefit of any otherperson or entity, other than the Company. 

        (c)   Executive acknowledges and agrees that all manuals, drawings, blueprints,letters, notes, notebooks, reports, books, procedures, forms, documents,records, or paper or copies thereof used in connection with the operations orbusiness of the Company made or received by Executive or made known to Executivein any way in connection with Executive’s employment and any otherConfidential Information are and will be the exclusive property of the Company.Executive agrees not to copy or remove any of the above from the premises orcustody of the Company, or disclose the contents thereof to any other person orentity, other than as may be required in order for Executive to perform theduties under this Agreement. Executive acknowledges that all such papers andrecords will at all times be subject to the control of the Company, andExecutive agrees to surrender the same upon request of the Company, and willsurrender such no later than any termination of employment with the Company,whether voluntary or involuntary. The Company may notify anyone employingExecutive at any time of the provision of this Agreement. 

6.     Restrictive Covenant

        Theincreased responsibilities of Executive as referred to above in Section 2 willresult in Executive being furnished with certain confidential information, towhich he was not previously entitled. The Company shall provide suchconfidential information immediately upon and following the execution of thisAgreement by Executive. 

        Inaddition to any other covenants or agreements to which Executive may be subjectduring Executive’s employment by the Company, and in consideration of theagreements and obligations of the Company set forth in this Agreement, duringthe term of Executive’s employment and for a period of six (6) months fromthe date of the Executive’s termination of employment for any reason (the“Noncompete Period”), Executive will not, directly orindirectly, either as an individual or as an employee, officer, director,shareholder, partner, adviser, or consultant, or in any capacity whatsoever: 

        (a)   conduct or assist others in conducting any business that is in competition withthe Business of the Company (as defined below) or any of its Affiliates (asdefined below) which are engaged in Business substantially similar to theBusiness of the Company within twenty-five (25) miles of any geographic locationin the United States and any other nation where the Company or any of itsAffiliates operates its restaurants; 

        (b)   recruit, hire, assist others in recruiting or hiring, discuss employment orrefer to others for employment (collectively referred to as “RecruitingActivity”) any person who is, or within the 12 month period immediatelypreceding the date of any such Recruiting Activity was, an employee of theCompany or any of its Affiliates, in each case without the prior consent of theCompany, which may not be unreasonably withheld; or 

        (c)   approach or solicit any vendor of the Company for the purpose of competing withthe Company or causing, directly or indirectly, any such person to cease doingbusiness with the Company. 

For the purpose of thisAgreement, the “Business of the Company” means the business of owning,operating, managing, consulting or otherwise advising restaurants, diners,cafes, cafeterias or other eating establishments offering buffets or a-la-cartesor “all you can eat” cafeteria style meals, in each case at acomparable price point to that offered by the Company, that are competitive withany products served, produced or sold by the Company. The term“Affiliates” means all subsidiaries of the Company and each person orentity that controls, is controlled by, or is under common control with theCompany. It is understood and agreed that the scope of each of the covenantscontained in this Section 6 is reasonable as to time, area, and personsand is necessary to protect the legitimate business interest of the Company. Itis further agreed that such covenants will be regarded as divisible and will beoperative as to time, area and persons to the extent that they may be operative.The terms of this Section 6 shall not apply to the ownership by Executiveof less than 5% of a class of equity securities of an entity, which securitiesare publicly traded on the New York Stock Exchange, the American Stock Exchange,the National Market System of the National Association of Securities DealersAutomated Quotation System or other national market system. The provisions ofthis Section 6 will survive any termination or expiration of thisAgreement. 

7.     Injunctive Relief, Arbitration

        (a)   Executive acknowledges that a remedy of law for any breach or attempted breachof Sections 5 or 6 of this Agreement by Executive will be inadequate,agrees that the Company will be entitled to specific performance and injunctiveand other equitable relief in case of any breach or attempted breach of suchsections by Executive, and agrees not to use as a defense that the Company hasan adequate remedy at law. Notwithstanding paragraphs (b), (c), and (d) below,Sections 5 and 6 of this Agreement shall be enforceable in a court ofequity, or other tribunal with jurisdiction, by a decree of specificperformance, and appropriate injunctive relief may be applied for and granted inconnection herewith. Such remedy shall not be exclusive and shall be in additionto any other remedies now or hereafter existing at law or in equity, by statuteor otherwise, which remedies shall be determined by binding arbitration asprovided below. No delay or omission in exercising any right or remedy set forthin this Agreement shall operate as a waiver thereof or of any other right orremedy and no single or partial exercise thereof shall preclude any others orfurther exercise thereof or the exercise of any other right or remedy. 

        (b)   Executive and the Company acknowledge and agree that any claim or controversyarising out of or relating to this Agreement or the breach of this Agreement, orany other dispute arising out of or relating to the employment of Executive bythe Company, other than claims described in paragraph (a) above, shall besettled by final and binding arbitration in Dallas, Texas in accordance with theCommercial Arbitration Rules of the American Arbitration Association in effecton the date of the claim or controversy arises. Executive and the Companyfurther acknowledge and agree that either party must request arbitration of anyclaim or controversy within one year of the date the claim or controversyaccrues or first arises by giving written notice of the party’s request forarbitration by certified U.S. mail or personal delivery addressed to theCompany’s principal business address or to Executive’s last knownaddress reflected in the Company’s personnel records. Notice shall beeffective upon delivery or mailing. Failure to give notice of any claim orcontroversy within ninety days shall constitute a waiver of the claim orcontroversy. 

        (c)   All claims or controversies subject to arbitration shall be submitted toarbitration within six months from the date the written notice of a request forarbitration is effective. All claims or controversies shall be resolved by apanel of three arbitrators who are licensed to practice law in the State ofTexas and who are experienced in the arbitration of labor and employmentdisputes. These arbitrators shall be selected in accordance with the CommercialArbitration Rules of the American Arbitration Association in effect at the timethe claim or controversy arises. Either party may request that the arbitrationproceeding be stenographically recorded by a Certified Shorthand Reporter. Thearbitrators shall issue a written decision with respect to all claims orcontroversies are submitted to arbitration. The parties shall be entitled to berepresented by legal counsel at any arbitration proceeding. The parties shall beresponsible for paying their own attorneys’ fees, if any. 

        (d)   The Company and Executive agree that the arbitration provisions in the precedingparagraphs may be specifically enforced by either party and by any court ofcompetent jurisdiction. The Company and Executive further acknowledge and agreethat the decision of the arbitrators may be specifically enforced by eitherparty in any court of competent jurisdiction. 

8.     Term.

        Theterm of this Agreement is one year from the date of this Agreement. Upon anytermination of Executive’s employment, the provisions of Sections 3, 5, 6and 7 of this Agreement will survive and continue in full force and effect. 

9.     Binding Nature

        Therights and obligations of the Company under this Agreement will inure to thebenefit of and will be binding upon the successors and assigns of the Company. 

10.   Severability

        Ifany provision of this Agreement is declared or found to be illegal,unenforceable, or void, in whole or in part, then both parties will be relievedof all obligations arising under such provision, but only to the extent it isillegal, unenforceable, or void. The intent and agreement of the parties to thisAgreement is that this Agreement will be deemed amended by modifying any suchillegal, unenforceable, or void provision to the extent necessary to make itlegal and enforceable while preserving its intent, or if such is not possible,by substituting therefore another provision that is legal and enforceable andachieves the same objectives. Notwithstanding the foregoing, if the remainder ofthis Agreement will not be affected by such declaration or finding and iscapable of substantial performance, then each provision not so affected will beenforced to the extent permitted by law. 

11.   Governing Law

        THISAGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVELAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ANY PRINCIPLE OFCONFLICT-OF-LAWS THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHERJURISDICTION. 

12.   Notices

        Allnotices which are required or may be given pursuant to this Agreement will be inwriting and mailed or delivered to the addresses set forth on the signature pageof this Agreement or to such other address as either party will request of theother in writing. All notices will be deemed to be effective upon delivery toany agent for personal delivery or upon mailing. 

13.   Entire Agreement

        ThisAgreement constitutes the entire agreement between the parties to this Agreementwith respect to the subject matter of this Agreement and there are nounderstandings or agreements relative to this Agreement which are not fullyexpressed in this Agreement, except for any option agreements by and between theCompany and Executive. All prior agreements with respect to the subject matterof this Agreement are expressly superseded by this Agreement. No change, waiver,or discharge of this Agreement will be valid unless in writing and signed by theparty against which such change, waiver, or discharge is to be enforced. 

        INWITNESS WHEREOF, the parties to this Agreement have executed and delivered thisAgreement on the date first above written. 

               THE COMPANY:

                 FURR'S RESTAURANT GROUP, INC.