---

# EMPLOYMENT AGREEMENT

THIS
AGREEMENT, made and entered into as of the 1st day of October 2002,
by and between BUGABOO CREEK HOLDINGS, INC., a Delaware corporation (hereinafter
referred to as the Company), and DENNIS PEDRA, a resident of the
State of Massachusetts (hereinafter referred to as the Executive);

# WITNESSETH:

The
Company and its parent corporations are engaged in the business of owning,
operating and franchising the operation of restaurants under the names LongHorn
Steakhouse®, The Capital Grille®, Bugaboo Creek
Steak House®. The Company desires to employ Executive as
President of the Company and Vice President of RARE Hospitality International,
Inc. (the Parent), to oversee the management and operation of the
Bugaboo Creek Steak House concept. The Company desires to be assured of
Executives employment on the terms and conditions set forth in this
Agreement. Executive desires to accept such employment on such terms and
conditions.

In
the course of Executives employment, Executive will gain knowledge of the
business, affairs, customers, franchisees, plans and methods of the Company, its
parent corporations and subsidiaries (collectively, RARE) has been
and will be trained at the expense of RARE in the development, opening,
operation and management of RAREs restaurants through the use of
techniques, systems, practices and methods used and devised by RARE, has had and
will have access to information relating to RAREs customers and their
preferences and dining habits and has and will become personally known to and
acquainted with RAREs suppliers and managers in the Restricted Area (as
defined in this Agreement) thereby establishing a personal relationship with
such suppliers and managers for the benefit of RARE.

The
Company would suffer irreparable harm if Executive were to use such knowledge,
information and personal relationships related to RARE and its business that are
obtained and developed in the course of Executives employment with the
Company, other than in the proper performance of his duties for the Company.

In
consideration of the sum of One Dollar ($1.00) in hand paid by the Company to
Executive, the receipt and sufficiency of which are hereby acknowledged, and the
mutual covenants and obligations contained herein, the Company and Executive
hereby agree as follows:

1.        Employment.    
The Company agrees to employ Executive, and Executive
hereby accepts such employment and agrees to perform his duties and responsibilities
hereunder, in accordance with the terms and conditions hereinafter set forth.

1.1.        Employment Term.    
The employment term of this Agreement shall
commence on the date hereof (the "Commencement Date") and shall continue as employment
at will until terminated by the Company or Executive for any reason.  The period from
the Commencement Date until the employment term is terminated by the Company or
Executive is hereinafter referred to as the "Employment Term."

1.2        Duties of Executive.    
Executive agrees that during the Employment Term, he will devote
his full professional and business-related time, skills and best efforts to the
business of RARE, as it pertains to the management and operation of the Bugaboo
Creek Steak House concept, initially in the capacity of President of the Company
and subsequently in such capacity or capacities as shall be determined by the
Company or the Parent. Executive shall devote his full time and his best efforts
in the performance of any other reasonable duties as may be assigned to him from
time to time by the Company or the Parent; provided, that all such duties
assigned to Executive shall be of a nature and type reasonably and customarily
assigned by companies to employees holding the offices occupied by Executive.
Executive shall abide by the employment and other corporate policies of the
Company established from time to time. Executive shall devote all of his full
professional and business-related skills solely to the affairs of the Company,
and shall not, during his employment, unless otherwise agreed to in advance in
writing by the Company, seek or accept other employment, become self-employed in
any other capacity during the term of his employment, or engage in any
activities which are detrimental to the business of the Company. Notwithstanding
the foregoing, Executive may engage in personal investment activities provided
such activities do not interfere with Executives performance of his
full-time employment duties under this Agreement. Executive acknowledges that
the discharge of his duties for the Company will involve travel on a regular
basis from his home in Massachusetts.

2.        Compensation and Benefits.

2.1        Base Compensation.    
For all the services rendered by Executive hereunder, the
Company shall pay Executive an annual salary at the rate of Two Hundred Ten
Thousand Dollars ($210,000) for each full year of the Employment Term, plus such
additional amounts, if any, as may be approved by the Company (Base
Compensation), payable in installments at such times as the Company
customarily pays its other senior officers (but in any event no less often than
monthly). The Company agrees that the Executives salary will be reviewed
at least annually to determine if an increase is appropriate, which increase
shall be in the sole discretion of the Companys Board of Directors.
Executives salary shall be prorated for any partial calendar year during
which this Agreement remains in effect.

2.2         Bonus Awards.    
In
addition to the Base Compensation, during the Employment Term, Executive shall
be eligible for a bonus of up to fifty percent (50%) of his Base compensation,
which bonus shall be determined and paid in accordance with the bonus program
for executives of the Company, as approved by the Company from time to time.
Unless otherwise set forth in this Agreement, Executive must be employed by the
Company on the date the bonus is paid to executive employees generally in order
to be entitled to a bonus for that year.

2.3        Other Benefits.    
In addition to all other compensation paid or payable from the Company to
Executive hereunder during the Employment Term, Executive shall be entitled to
participate in any supplemental life insurance plan maintained for senior
executives and participate in any and all other employee benefit programs
maintained by the Company for the benefit of its executive employees generally,
in accordance with and subject to the terms and conditions of such programs.

2.4        Expenses.     
In
addition to the compensation described in this Agreement, the Company shall
promptly reimburse Executive for all reasonable expenses incurred by him in the
performance of his duties under this Agreement and vouched to the reasonable
satisfaction of appropriate officers of the of the Company, pursuant to
established procedures.

3.        
Termination; Effect of Termination.

3.1        Termination.    
Anything in this Agreement to the contrary notwithstanding, this Agreement, the
Employment Term and the employment of Executive pursuant hereto shall terminate
upon the first to occur of the following events:

(a)        The death of Executive.

(b)        The lapse of thirty (30) days following the date on which the Company shall
give written notice to Executive of termination of his employment hereunder by reason
of his "Disability."  Executive shall be deemed to be "Disabled" for purposes of this
Agreement if by reason of any physical or mental incapacity he has been unable, or it
is reasonably expected that he will be unable, for a period of at lease ninety (90)
days substantially continuous days to perform his regular duties and responsibilities
hereunder.  In the event of any disagreement between Executive and the Company as to
whether Executive is physically or mentally incapacitated such as to permit the
Company to terminate his employment pursuant to this paragraph (ii), the question of
such incapacity shall be submitted to an impartial and reputable physician for
determination, selected by mutual agreement of Executive and the Company or, failing
such agreement, selected by two physicians (one of which shall be selected by the
Company and the other Executive), and such determination of the question of such
incapacity by such physician(s) shall be final and binding on Executive and the
Company.  The Company shall pay the reasonable fees and expenses of such
physician(s).

(c)        The lapse of three (3) days following written notice by the Company to
Executive of termination for "Cause" which notice shall reasonably describe the cause
for which Executive's employment is being terminated.  For purposes of this Agreement,
"Cause" means:

(i)     the Executive's breach of any material obligations under
                      this Agreement; provided, however, that if such breach can be
                      cured within a reasonable time, Executive shall have such
                      reasonable time (having regard for the nature of the Cause) to
                      cure such Cause, which time shall not exceed thirty (30) days
                      following receipt from the Company of written notice of such
                      breach, before said breach is deemed to constitute "Cause" for
                      termination;

(ii)       habitual and unauthorized absenteeism by reason other than physical or mental
                      illness;

(iii)       chronic alcoholism or other form of substance abuse relating in material harm
                      or actual or potential physical danger to RARE or its employees;

(iv)      the commission by Executive of (a) a felony for which
                      Executive is indicted or with respect to which Executive pleads
                      nolo contendere (or any similar response), (b) any act or moral
                      turpitude or (c) any fraud or embezzlement upon RARE;

(v)       the engaging by the Executive in negligence or willful misconduct which is
                      injurious to RARE, monetarily or otherwise; or

(vi)       any misrepresentation or breach by Executive of the
                      warranty contained in Section 13 of this Agreement.

(d)     The lapse of ten (10) days following written notice by the
Company to Executive of termination other than for Cause.

(e)     The lapse of thirty (30) days following written notice by Executive to the
Company of his resignation from the Company; provided, however, that the Company, in
its discretion, may cause such termination to be effective at any time during such
thirty (30) day period.

3.2        Payment upon Termination.

(a)     Upon termination of the Employment Term for Cause, or as a result
of termination pursuant to Section 3.1(e), Executive shall be entitled to receive the
compensation owed to Executive but unpaid for performance rendered under this
Agreement as of the date of termination and any additional compensation he may be
entitled to receive under the terms of any employee benefit plan offered by the
Company.

(b)     Upon termination of the Employment Term by the death of Executive,
Executive's estate shall be entitled to receive the compensation under Section 2.1
owed to Executive but unpaid for performance rendered under this Agreement as of the
date of death and any additional compensation Executive's estate may be entitled to
receive under the terms of any employee benefit plan offered by the Company.
executive's estate shall also be entitled to receive Executive's pro rata share (based
on days worked before death) of the bonus to which he would have been entitled under
Section 2.2 if he had (i) been an employee on the date bonuses for the then-current
fiscal year were distributed and (ii) achieved his individual bonus goals, if any.
The bonus payment shall be made as and when bonus payments, if any, would otherwise be
payable under Section 2 of this Agreement.

(c)          In the event that during the Employment Term Executive becomes
Disabled (as defined in Section 3.1) and the Company thereafter terminates Executive's
employment during the continuation of such disability, Executive shall be entitled to
receive the compensation under Section 2.1 owed to Executive but unpaid for
performance rendered under this Agreement as of the date of termination, an additional
forty percent (40%) of Executive's Base compensation for a period of two (2) years
after this Agreement is terminated (the "Disability Compensation") and any additional
compensation Executive may be entitled to receive under the terms of any employee
benefit plan offered by the Company.  Executive shall also be entitled to receive his
pro rata share (based on days worked before the commencement of the ninety-day period
required for purposes of Section 3.1) of the bonus to which he would have been
entitled under Section 2.2 if he had (i) been an employee on the date bonuses for the
then-current fiscal year were distributed and (ii) achieved his individual bonus plan
goals, if any.  The Disability Compensation and bonus payments shall be made as and
when salary and bonus payments, if any, would otherwise be payable under Section 2 of
this Agreement.

(d)          In the event that the Company terminates Executive's employment for
any reason other than those set forth in subsections (a), (b) or (c) above, unless the
provisions of Section 3(e) apply, Executive shall be entitled to receive the
compensation under Sections 2.1 and 2.2 owed to Executive but unpaid for performance
rendered under this Agreement as of the date of termination, and the Company will be
obligated to pay Executive his Base Compensation as of the date of termination of such
employment from the date of such termination for a period of twelve (12) months.  Such
payment shall be made over a twelve-month period as and when salary would otherwise be
payable under Section 2 of this Agreement.

(e)          In the event that (i) during the Employment Term a "Change in
Control" shall occur and (ii) within twelve (12) months following the occurrence of
the Change in Control, the Company demotes Executive other than for Cause (as defined
in Section 3.1), effects an involuntary transfer of Executive to a location more than
fifty (50) miles from Executive's place of residence or terminates Executive's
employment other than for Cause then, in lieu of the amounts payable pursuant to
Section 3(d), Executive shall be entitled to receive the compensation under Section
2.1 owed to Executive but unpaid for performance rendered under this Agreement as of
the date of termination of such employment, and the Company will be obligated to pay
Executive an additional amount equal to the sum of (x) his annual Base Compensation as
of the date of termination of such employment plus (y) an amount equal to the bonus
paid to Executive pursuant to Section 2.2 for the calendar year immediately preceding
the calendar year in which the termination of employment occurs.  Such payment shall
be made within thirty (30) days following termination of Executive's employment.

For purposes of this
subsection (e), Change in Control means and includes each of the
following:

(i)     The acquisition, at one time or over time, by any
                      individual, entity or group (within the meaning of Section
                      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the
                      "1934 Act") (a "Person") of beneficial ownership (within the
                      meaning of Rule 13d-3 promulgated under the 1934 Act) of 50% or
                      more of the combined voting power of the then outstanding voting
                      securities of the Parent entitled to vote generally in the
                      election of directors (the "Outstanding Corporation Voting
                      Securities"); provided, however, that for purposes of this
                      subsection (i), the following acquisitions shall not constitute a
                      Change of Control; (a) any acquisition by a Person who is on the
                      date of this Agreement the beneficial owner of 50% or more of the
                      Outstanding Corporation Voting Securities, (b) any acquisition by
                      the Parent, or (c) any acquisition by any employee benefit plan
                      (or related trust) sponsored or maintained by the Parent or any
                      corporation controlled by the Parent;

(ii)     Consummation of a reorganization, merger, share exchange
                      or consolidation or sale of other disposition of all or
                      substantially all of the assets of the Parent (a "Business
                      Combination"), in each case, unless, following such Business
                      Combination, (i) all of substantially all of the individuals and
                      entities who were the beneficial owners of the Outstanding
                      Corporation Voting Securities immediately prior to such Business
                      Combination beneficially own, directly or indirectly, more than
                      60% of the combined voting power of the then outstanding voting
                      securities entitled to vote generally in the election of
                      directors of the corporation resulting from such Business
                      Combination (including, without limitation, a corporation which
                      as a result of such transaction owns the Parent or all or
                      substantially all of the Parent's assets either directly or
                      through one or more subsidiaries) in substantially the same
                      proportions as their ownership immediately prior to such Business
                      Combination of the Outstanding Corporation Voting Securities, and
                      (ii) no Person (excluding any corporation resulting from such
                      Business Combination or any employee benefit plan (or related
                      trust) of the Parent or such corporation resulting from such
                      Business Combination) beneficially owns, directly or indirectly,
                      50% or more of the combined voting power of the then outstanding
                      voting securities of such corporation except to the extent that
                      such ownership existed prior to the Business Combination, and
                      (iii) at least a majority of the members of the board of
                      directors of the corporation resulting from such Business
                      Combination were members of the incumbent Board at the time of
                      the execution of the initial agreement, or of the action of the
                      Board, providing for such Business Combination.

(f)          Payments made pursuant to this Section 3.2 are in lieu of any other
obligations to Executive pursuant to the terms of this Agreement.

4.        Noncompetition.    
Executive covenants and agrees that during the term of
his employment by the Company and for a period of one (1) year immediately following
the termination of Executive's employment by the Company for any reason whatsoever,
Executive will not, within the area described on Exhibit A hereto (the "Restricted
Area") directly or indirectly compete with RARE in connection with a business, any
significant portion of which involves the development, opening, operation or
franchising of restaurants that derive more than thirty percent (30%) of their food
sales from steak products, if RARE is still engaged in such business in such area.
The provisions of this Section 4 shall terminate and be of no further force and effect
from and after the date on which the Company fails to make any payment owed to
Executive under this Agreement following the Employment Term, which payment remains
unpaid five (5) business days following the receipt of written notice from Executive
that such payment has not been made (provided that such cure period shall not apply
with respect to the Company's third or subsequent failure to make any payment due
Executive hereunder in any twelve (12) month period); provided, however, that in the
event that there is any reasonable and good faith dispute between the Company and
Executive as to any amount payable to Executive, for purposes of this Section 4 the
disputed amount shall not be considered due and payable until such dispute shall have
been finally resolved in an appropriate legal proceeding and any time for appeal of
such resolution shall have run without an appropriate appeal having been taken.

4.1         Definition ofCompete.     
For the purposes of this Agreement, the term
compete shall mean the providing of general management, supervisory
or consulting services for the development, operation or franchising of
restaurants that derive more than thirty percent (30%) of their food sales from
steak products.

4.2         Direct or Indirect
Competition.    
For the purposes of this Agreement, the words directly or
indirectly as they modify the word compete shall mean (i)
acting as an agent, representative, consultant, officer, director, independent
contractor, or employee engaged in a management capacity with any entity or
enterprise which is carrying on a business any significant portion of which
involves the development, opening, or operation of restaurants offering steak
products as at least thirty percent (30%) of their food sales, (ii)
participating in any such competing entity or enterprise as an owner, partner,
limited partner, joint venturer, creditor or stockholder (except as a
stockholder holding less than two percent (2%) interest in a corporation whose
shares are actively traded on a regional or national securities exchange or in
the over-the-counter market), or (iii) communicating to any such competing
entity or enterprise the names or addresses or any other information concerning
any employee or supplier of RARE or any successor to the goodwill of RARE with
respect to the business of RARE.

5.        Confidentiality.    
Executive recognizes and acknowledges that by reason
of his employment by and service to the Company, he will have access to trade secrets
and other confidential information of RARE including, but not limited to,
confidential: pricing information, marketing information, sales techniques of RARE,
confidential records, RARE's expansion plans, restaurant development and marketing
techniques, operating procedures, training programs and materials, business plans,
franchise arrangements, plans and agreements, information regarding suppliers, product
quality and control procedures, financial statements and projections and other
information regarding the operation of RARE's restaurants (hereinafter referred to as
the "Confidential Information").  Executive acknowledges that such Confidential
Information is a valuable and unique asset of RARE and covenants that he will not,
either during the term of his employment by the Company or for a period of two (2)
years thereafter, disclose any such Confidential Information to any person for any
reason whatsoever (except as his duties for the Company may require) without the prior
written authorization of the Parent's Chief Executive Officer.  Executive agrees that
he will not copy any Confidential Information except as the performance of his duties
for the Company may require and that upon the termination of his employment by the
Company, he shall return all Confidential Information and any copies thereof in his
possession to the Company.  Executive hereby acknowledges and agrees that the
prohibitions against disclosure of Confidential Information recited herein are in
addition to, and not in lieu of, any rights or remedies which RARE may have available
pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of
trade secrets or proprietary information, and the enforcement by RARE of its rights
and remedies pursuant to this Agreement shall not be construed as a waiver of any
other rights or available remedies which it may possess in law or equity absent this
Agreement.  Notwithstanding the foregoing, the Company acknowledges and agrees that
nothing contained  herein shall restrict or otherwise prohibit or prevent disclosure
of Confidential Information pursuant to legal proceedings, subpoena, civil
investigative demand or other similar process.  Executive agrees that if disclosure of
Confidential Information is requested or required pursuant to any such process, he
shall provide the Company with prompt written notice of any such request or
requirement so that the Company may seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this Agreement.  If, in the
absence of a protective order or other remedy or the receipt of a waiver by the
Company, Executive is nonetheless, legally compelled to disclose Confidential
Information to any tribunal or other agency, Executive may, without liability
hereunder, disclose to such tribunal or other agency only that portion of the
Confidential Information which Executive is legally required to disclose.  Executive
agrees to cooperate with RARE to obtain an appropriate protective order or other
reliable assurance that such tribunal or other agency will accord the Confidential
Information confidential treatment.  The Company also acknowledges and agrees that
Confidential Information shall not include any information (a) known by Executive
prior to his employment by the Company and learned by Executive other than as a result
of his employment relationship with the Company, (b) independently developed by the
Executive outside of the scope of his employment relationship with the Company or (c)
that is or becomes publicly available through no breach by the Executive of his
obligations to RARE.

6.        Non-Solicitation of Employees.    
Executive covenants that during the term
of his employment by the Company, and during the two (2) year period immediately
following the termination of such employment, Executive will neither directly nor
indirectly induce or attempt to induce any employee of RARE to terminate his or her
employment to go to work for any other employer in a business competing with that of
RARE.   The provisions of this Section 6 shall terminate and be of no further force
and effect from and after the date on which the Company fails to make any payment owed
to Executive under this Agreement following the Employment Term, which payment remains
unpaid five (5) business days following the receipt of written notice from Executive
that such payment has not been made (provided that such cure period shall not apply
with respect to the Company's third or subsequent failure to make any payment due
Executive hereunder in any twelve (12) month period); provided, however, that in the
event that there is any reasonable and good faith dispute between the Company and
Executive as to any amount payable to Executive, for purposes of this Section 6, the
disputed amount shall not be considered due and payable until such dispute shall have
been finally resolved in an appropriate proceeding and any time for appeal of such
resolution shall have run without an appropriate appeal having been taken.

7.        Hiring of Employees.    
Executive covenants that during the term of his
employment by the Company, and during the one (1) year period immediately following
the termination of such employment, Executive will neither directly nor indirectly
hire any salaried employee of RARE.   The provisions of this Section 7 shall terminate
and be of no further force and effect from and after the date on which the Company
fails to make any payment owed to Executive under this Agreement following the
Employment Term, which payment remains unpaid five (5) business days following the
receipt of written notice from Executive that such payment has not been made (provided
that such cure period shall not apply with respect to the Company's third or
subsequent failure to make any payment due Executive hereunder in any twelve (12)
month period); provided, however, that in the event that there is any reasonable and
good faith dispute between the Company and Executive as to any amount payable to
Executive, for purposes of this Section 7 the disputed amount shall not be considered
due and payable until such dispute shall have been finally resolved in an appropriate
proceeding and any time for appeal of such resolution shall have run without an
appropriate appeal having been taken.

8.        Property of Company.    
Executive acknowledges that from time to time in
the course of providing services pursuant to this Agreement he shall have the
opportunity to inspect and use certain property, both tangible and intangible, of
RARE, and Executive hereby agrees that said property shall remain the exclusive
property of RARE and the Executive shall have no right or proprietary interest in such
property, whether tangible or intangible, including, without limitation, RARE's
franchise and supplier lists, contract forms, books of account, training and operating
materials and similar property.

9.        Developments.    
All developments, including inventions, whether
patentable or otherwise, trade secrets, discoveries, improvements, ideas and writings
which either directly or indirectly relate to or may be useful in the business of RARE
(the "Developments") which Executive, either by himself or in conjunction with any
other person or persons, has conceived, made, developed, acquired or acquired
knowledge of during his employment by the Company or which Executive, either by
himself or in conjunction with any other person or persons, shall conceive, make,
develop, acquire or acquire knowledge of during the Employment Term, shall become and
remain the sole and exclusive property of RARE.  Executive hereby assigns, transfers
and conveys, and agrees to so assign, transfer and convey, all of his right, title and
interest in and to any and all such Developments and to disclose fully as soon as
practicable, in writing, all such Developments to the Chairman of the Parent.  At any
time and from time to time, upon the request and at the expense of the Company,
Executive will execute and deliver any and all instruments, documents and papers, give
evidence and do any and all other acts which, in the opinion of counsel for the
Company, are or may be necessary or desirable to document such transfer or to enable
RARE to file and prosecute applications for and to acquire, maintain and enforce any
and  all patents, trademark registrations or copyrights under United States or foreign
law with respect to any such Developments or to obtain any extension, validation,
reissue, continuance or renewal of any such patent, trademark or copyright.  RARE will
be responsible for the preparation of any such instruments, documents and papers and
for the prosecution of any such proceedings and will reimburse Executive for all
reasonable expenses incurred by him in compliance with the provisions of this Section.

10.        Reasonableness.    
The restrictions contained in Sections 4, 5, 6 and 7
are considered by the parties hereto to be fair and reasonable and necessary for the
protection of the legitimate business interests of RARE.

11.        Equitable Relief.    
Executive acknowledges that the services to be
rendered by him are of a special, unique, unusual, extraordinary, and intellectual
character, which gives them a peculiar value, and the loss of which cannot reasonably
or adequately be compensated in damages in an action at law; and that a breach by him
of any of the provisions contained in Sections 4, 5, 6 and 7 of this Agreement will
cause RARE irreparable injury and damage.  Executive further acknowledges that he
possesses unique skills, knowledge and ability and that any material breach of the
provisions of Sections 4, 5, 6 and 7 of this Agreement would be extremely detrimental
to RARE.  By reason thereof, Executive agrees that RARE shall be entitled, in addition
to any other remedies it may have under this Agreement or otherwise, to injunctive and
other equitable relief to prevent or curtail any breach of the provisions of Sections
4, 5, 6 and 7 of this Agreement by him..

12.        Survival of Provisions.    
The provisions of Sections 4 through 14 ,
inclusive, of this Agreement shall survive the termination of this Agreement to the
extent required to give full effect to the covenants and agreements contained in those
sections.  All provisions of this Agreement which contemplate the making of payments
or the provision of consideration or other items of economic value by the Company to
the Executive after the termination of this Agreement shall likewise survive the
termination of this Agreement to the extent required to give full effect to such
undertakings or obligations of the Company to Executive hereunder.

13.        Warranties and Representations.    In order to induce the Company to enter
into this Employment Agreement, Executive hereby warrants and represents to the
Company that Executive is not under any obligation, contractual or otherwise, to any
party which would prohibit or be contravened by Executive's employment by the Company
and the performance of Executive's duties as President of the Company, Vice President
of the Parent, or the performance of Executive's other obligations under this
Agreement.

14.        Successors Bound; Assignability.    
This Agreement shall be binding upon
Executive, the Company and their successors in interest, including without limitation,
any corporation into which the Company may be merged or by which it may be acquired.
This Agreement is nonassignable except that the Company's rights, duties and
obligations under this Agreement may be assigned to the Company's acquiror in the
event the Company is merged, acquired or sells substantially all of its assets.

15.        Severability.    
In the event that any one or more of the provisions of
this Agreement or any word, phrase, clause, sentence or other portion thereof shall be
deemed to be illegal or unenforceable for any reason, such provision or portion
thereof shall be modified or deleted, to the extent permissible under applicable law,
in such a manner so as to make this Agreement as modified legal and enforceable to the
fullest extent permitted under applicable laws.

16.        Withholding.    
Notwithstanding any of the terms or provisions of this
Agreement, all amounts payable by the Company hereunder shall be subject to
withholding of such sums related to taxes as the Company may reasonably determine it
should withhold pursuant to applicable law or regulation.

17.        Headings.    
The headings and captions used in this Agreement are for
convenience of reference only, and shall in no way define, limit, expand or otherwise
affect the meaning or construction of any provision of this Agreement.

18.        Notices.    Any notice required or permitted to be given pursuant to this
Agreement shall be deemed sufficiently given when delivered in person or when
deposited in the United States mail, registered or certified mail, postage prepaid,
addressed as follows:

`If to the Company, to:      Bugaboo Creek Holdings, Inc.
                                    8215 Roswell Road
                                    Building 600
                                    Atlanta, Georgia 30350
                                    Attention:  President

        With a copy to:             RARE Hospitality International, Inc.
                                    8215 Roswell Road
                                    Building 600
                                    Atlanta, Georgia 30350
                                    Attention: General Counsel

        If to Executive, to:        Dennis Pedra
                                    123 Elizabeth Ridge Road
                                    Carlisle, Massachusetts 01741`

Any party may by written
notice change the address to which notices to such party are to be delivered or
mailed.

19.        Entire Agreement.    
This Agreement, together with Exhibit A hereto, which
is incorporated herein by this reference, constitutes the entire Agreement between the
parties hereto with regard to Executive's employment by the Company and there are no
agreements, understandings, specific restrictions, warranties or representations,
written or oral, relating to said subject matter between the parties other than those
set forth herein or herein provided for.

20.        Counterparts.    This Agreement may be executed in two or more counterparts,
each of which will take effect as an original and all of which shall evidence one and the
same Agreement.

21.        Amendment, Modification and Waiver.    
This Agreement may only be amended,
modified or terminated prior to the end of its term by the mutual agreement of the
parties.  The waiver by either party to this Agreement of a breach of any of the
provisions of this Agreement shall not operate or be construed as a waiver of any
subsequent or simultaneous breach.

22.        Mitigation.    
Executive shall have no duty to attempt to mitigate the
compensation or level of benefits payable by the Company to him hereunder and the
Company shall not be entitled to set-off against the amounts payable by the Company to
Executive hereunder any amounts received by the Executive from any other source,
including any subsequent employer.

23.        Governing Law.    
All of the terms and provisions of this Agreement shall
be construed in accordance with and governed by the applicable laws of the State of
Georgia.

IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.

`BUGABOO CREEK HOLDINGS, INC.


                                    By:   _____________________________
                                          President


                                    EXECUTIVE


                                    -------------------------------
                                    DENNIS PEDRA`

---

# EXHIBIT A

The area within the
Metropolitan Statistical Area (MSA) surrounding each city listed
below, as said MSA is determined from time to time by the U. S. Bureau of the
Census, or for each city with no MSA within fifty (50) miles of the city limits.

`Connecticut                                    Massachusetts
-----------                                    -------------
Manchester                                     Boston
                                               Braintree
Delaware                                       Framingham
--------
Newark                                         Methuen
                                               Milford
Georgia                                        Peabody
-------
Alpharetta                                     Seekonk
Duluth                                         Shrewsbury
Lithonia                                       Watertown

Maine                                          New Hampshire
-----                                          -------------
Bangor                                         Newington
South Portland
                                               New York
                                               --------
Maryland                                       Albany
--------
Gaithersburg                                   Poughkeepsie
                                               Rochester

                                               Pennsylvania
                                               ------------
                                               Philadelphia

                                               Rhode Island
                                               ------------
                                               Warwick`

Executive acknowledges and
agrees that the geographical area described above is the area in which Executive
will initially perform his services for the Company, and that the area in which
such services are performed is intended to expand as the locations of Bugaboo
Creek Steak House restaurants (the Consolidated Group) increase.
Executive and the Company agree that as the geographical area in which the
Consolidated Group operates expands, the list of cities described on this
Exhibit Ashall be deemed to be amended, from time to time, without any
further consent, action or notice on the part of the Company or Executive, to
include each additional city in which there is a member of the Consolidated
Group. Executive agrees to execute one or more amendments hereto upon the
request of the Company from time to time in order to confirm such amended list.