FOURTH AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


     THIS FOURTH  AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment")  is made and  entered  into as of  October  1, 1998 by and  between
BUFFETS, INC., a Minnesota corporation (the "Borrower"), the Banks as defined in
the  Credit   Agreement  (as   hereinafter   defined)  and  U.S.  BANK  NATIONAL
ASSOCIATION,   a  national  banking   association   f/k/a  First  Bank  National
Association,  one of the Banks,  as agent for the Banks (in such  capacity,  the
"Agent").

                                    RECITALS

     1. The Borrower, the Banks and the Agent are parties to that certain Second
Amended and Restated Credit Agreement, dated as of April 30, 1996, as amended by
that  certain  First  Amendment  thereto  dated as of September  20, 1996,  that
certain Second Amendment thereto dated as of May 28, 1997 and that certain Third
Amendment  thereto dated as of September 12, 1997 (as so amended and as the same
may be amended,  supplemented,  restated,  or  otherwise  modified,  the "Credit
Agreement").

     2. The  Borrower  has  requested  that the Banks amend  certain  provisions
contained in the Credit  Agreement,  and the Banks have agreed to do so, subject
to the terms and conditions set forth in this Amendment.

                                    AGREEMENT

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
adequacy of which are hereby  acknowledged,  the parties hereto hereby  covenant
and agree to be bound as follows:

     Section  2.  Capitalized  Terms.  Capitalized  terms  used  herein  and not
otherwise  defined herein shall have the meanings assigned to them in the Credit
Agreement, unless the context shall otherwise require.

     Section 3. Amendments. The Credit Agreement is hereby amended as follows:

     (a) Section 1.1 of the Credit  Agreement is hereby  amended by deleting the
definition of "Unused Commitment" and by adding the following definitions in the
appropriate alphabetical order:

                    (i) "Aggregate Available Amount": As of any date, the sum of
                    the Available Amounts of all the Banks.


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                    (ii) "Aggregate Base Commitment Amount": As of any date, the
                    sum of the Base Commitment Amounts of all the Banks.

                    (iii) "Aggregate  Activated Amount": As of any date, the sum
                    of the Activated Amounts of all of the Banks.

                    (iv) "Aggregate Reserve Commitment  Amount": As of any date,
                    the  sum of the  Reserve  Commitment  Amounts  of all of the
                    Banks.

                    (v) "Available  Amount":  With respect to a Bank, the sum of
                    such Bank's Base Commitment Amount and such Bank's Activated
                    Amount.

                    (vi) "Base  Commitment  Amount" With respect to a Bank,  the
                    amount  set forth  opposite  such  Bank's  name as its "Base
                    Commitment  Amount" in Schedule  1.1(a),  as the same may be
                    reduced from time to time pursuant to Section 2.14.

                    (vii)  "Activated  Amount":  With  respect  to a Bank,  such
                    Bank's Pro Rata Share of the  Aggregate  Reserve  Commitment
                    Amount activated by the Borrower pursuant to Section 2.28.

                    (viii)"Reserve  Commitment Amount":  With respect to a Bank,
                    the  amount  set  forth  opposite  such  Bank's  name as its
                    "Reserve  Commitment Amount" in Schedule 1.1(a), as the same
                    may be reduced from time to time pursuant to Section 2.14.

                    (viv)  "Unused  Base  Commitment  Amount":  At any  time  of
                    determination,  if positive,  the Aggregate Base  Commitment
                    Amount less the Total Outstandings.

                    (x) "Unused Available Amount": At any time of determination,
                    the  Aggregate  Available  Amount  less the  greater  of the
                    Aggregate Base Commitment Amount or the Total Outstandings.

                    (xi)  "Unused  Reserve  Commitment  Amount":  At any time of
                    determination,  the Aggregate Reserve  Commitment Amount not
                    activated by the Borrower pursuant to Section 2.28.

          (b) Section 1.1 of the Credit Agreement is further amended by amending
     the definition of "Commitment Amount" in its entirety to read as follows:


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              "Commitment Amount": With respect to a Bank, initially the amount
         set  opposite  such  Bank's name as its "Total  Commitment  Amount" in
         Schedule 1.1(a), as the same may be reduced from time to time pursuant
         to Section 2.14.

          (c)  Section  2.1(a) of the  Credit  Agreement  is hereby  amended  by
     deleting the words  "Aggregate  Commitment  Amounts" in the second sentence
     thereof and inserting the words "Aggregate Available Amount" therefor.

          (d)  Section  2.8(a) of the  Credit  Agreement  is hereby  amended  by
     deleting the words "Aggregate Commitment Amounts" therein and inserting the
     words "Aggregate Available Amount" therefor.

          (e)  Section  2.14 of the Credit  Agreement  is hereby  amended in its
     entirety to read as follows:

                    Section 2.14  Optional  Reduction Of  Commitment  Amounts or
               Termination of Commitments.  The Borrower may, at any time during
               the  Revolving  Period,  upon not less than three  Business  Days
               prior written notice to the Agent, reduce the Commitment Amounts,
               ratably,  with any such reduction in a minimum  aggregate  amount
               for all the  Banks of  $1,000,000,  or, if more,  in an  integral
               multiple of $1,000,000;  provided, however, that the Borrower may
               not at any time reduce the Aggregate Commitment Amounts below the
               Total   Outstandings.   Each  such  reduction  in  the  Aggregate
               Commitment  Amounts  shall be  applied  first,  to the  Aggregate
               Reserve  Commitment  Amount,  and second,  to the Aggregate  Base
               Commitment  Amount.  The Borrower may, at any time when there are
               no  Letters  of  Credit  outstanding,  upon not less  than  three
               Business  Days prior written  notice to the Agent,  terminate the
               Commitments   in  their   entirety.   Upon   termination  of  the
               Commitments  pursuant to this Section,  the Borrower shall pay to
               the Agent  for the  account  of the Banks the full  amount of all
               outstanding  Loans, all accrued and unpaid interest thereon,  all
               unpaid  Commitment Fees accrued to the date of such  termination,
               any  indemnities  payable  with  respect to Advances  pursuant to
               Section 2.25 and all other unpaid  obligations of the Borrower to
               the Agent and the Banks hereunder.

          (f)  Section  2.16 of the Credit  Agreement  is hereby  amended in its
     entirety to read as follows:

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               Section 2.16 Commitment Fee. The Borrower shall pay to the Agent,
          for the  account of the Banks,  for the  period  from  October 1, 1998
          until the Termination Date, fees (the "Commitment  Fees") in an amount
          determined  by  applying  a rate of (a) .1875% per annum to the sum of
          the average daily Unused Base Commitment  Amount and the daily average
          Aggregate  Activated  Amount,  and (b) .05% per  annum to the  average
          daily Unused  Reserve  Commitment  Amount.  Such  Commitment  Fees are
          payable  in  arrears  on  each  Quarterly  Payment  Date  and  on  the
          Termination Date.

          (g) A new Section 2.28 is hereby added to the Credit Agreement to read
     as follows:

               Section 2.28  Activation  of Reserve  Commitments.  Not less than
          five days prior to the  beginning  of any month,  the  Company  may by
          written notice to the Agent activate the Aggregate Reserve  Commitment
          Amount.  Until such time that the Company  makes the  activation,  the
          Activated  Amount of each Bank shall be zero.  The Agent shall  notify
          each Bank in writing,  within one  Business Day after its receipt of a
          notice of activation. Once the Aggregate Reserve Commitment Amount has
          been  activated  pursuant to this Section,  it shall remain  activated
          until the Termination Date.

               On the effective date of the activation of the Aggregate  Reserve
          Commitment Amount, the Company shall pay to the Agent, for the account
          of the Banks (based on their  respective  Pro Rata Shares,  determined
          pursuant to clause (a) of the definition  thereof), a fee in an amount
          equal to $10,000.

          (h) Schedule 1.1(a) to the Credit  Agreement is hereby amended to read
     as set forth on Schedule 1.1(a) hereto.

          Section  4.  Effectiveness  of  Amendments.  This  Amendment  shall be
     effective, upon delivery to the Agent, with sufficient counterparts for the
     Banks, this Amendment, executed by the Borrower and the Majority Banks.

          Section 5. Representations; No Default. The Borrower hereby represents
     that on and as of the date hereof and after giving effect to this Amendment
     (a) all of the  representations  and  warranties  contained  in the  Credit
     Agreement are true, correct and complete in all material respects as of the
     date  hereof as though  made on and as of such  date,  except to the extent
     such representations and warranties specifically relate to an earlier date,
     in which case they are true and correct as of

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     such earlier date,  and (b) there will exist no Default or Event of Default
     on  such  date  which  has not  been  waived  by the  Banks.  The  Borrower
     represents and warrants that the Borrower has the power and legal right and
     authority  to  enter  into  the  Amendment  and  has  duly   authorized  as
     appropriate the execution and delivery of the Amendment,  and the Amendment
     does not contravene or constitute a default under any agreement, instrument
     or indenture to which the Borrower or any of its Subsidiaries is a party or
     a  signatory  or a provision  of the  Borrower's  or any such  Subsidiary's
     certificate  of  incorporation,  bylaws  or, to the best of the  Borrower's
     knowledge,  any  other  agreement  or  requirement  of  law.  The  Borrower
     represents and warrants that no consent,  approval or  authorization  of or
     registration or declaration  with any Person,  including but not limited to
     any  governmental  authority,  is required in connection with the execution
     and  delivery  by the  Borrower  of the  Amendment  or the  performance  of
     obligations of the Borrower herein described.  The Borrower  represents and
     warrants that the Amendment is the legal,  valid and binding  obligation of
     the  Borrower  enforceable  in  accordance  with its  terms.  The  Borrower
     warrants that no events have taken place and no circumstance  exists at the
     date hereof  which would give the  Borrower  or any of its  Subsidiaries  a
     basis to assert a defense, offset or counterclaim to any claim of the Agent
     or  any  Bank  as to  any  obligations  of  the  Borrower  or  any  of  its
     Subsidiaries to the Agent or any Bank.

          Section 6. Affirmation,  Further References.  The Banks, the Agent and
     the Borrower  each  acknowledge  and affirm that the Credit  Agreement,  as
     hereby  amended,  is hereby  ratified and confirmed in all respects and all
     terms, conditions and provisions of the Credit Agreement, except as amended
     by this  Amendment,  shall remain  unmodified and in full force and effect.
     All  references in any document or  instrument to the Credit  Agreement are
     hereby  amended and shall refer to the Credit  Agreement as amended by this
     Amendment.

          Section 7. Merger and Integration, Superseding Effect. This Amendment,
     from  and  after  the  date  hereof,  embodies  the  entire  agreement  and
     understanding between the parties hereto with respect to the subject matter
     hereof,  and  supersedes  and has merged into it all prior oral and written
     agreements on the same subjects by and between the parties  hereto with the
     effect that this  Amendment  shall  control  with  respect to the  specific
     subjects hereof.

          Section 8. Legal  Expenses.  As  provided in Section 9.2 of the Credit
     Agreement,  the Borrower  agrees to reimburse the Agent upon demand for all
     reasonable  out-of-pocket  expenses  (including  attorneys'  fees and legal
     expenses  of Dorsey & Whitney  LLP,  counsel  for the  Agent)  incurred  in
     connection with the

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     negotiation  or  preparation  of this  Amendment  and all  other  documents
     negotiated and prepared in connection with this Amendment, and the Borrower
     agrees  to  reimburse  the  Agent  upon  demand  for all  other  reasonable
     expenses,  including  attorneys'  fees  incurred  as  a  result  of  or  in
     connection with the enforcement of the Credit  Agreement as amended hereby,
     and including,  without limitation, all expenses of collection of any loans
     made or to be made under the Credit Agreement as amended hereby.

          Section 9.  Severability.  Each  provision of this  Amendment  and any
     other statement, instrument or transactions contemplated hereby or relating
     hereto shall be  interpreted  in such manner as to be effective,  valid and
     enforceable  under the  applicable  law of any  jurisdiction,  but,  if any
     provision of this Amendment or relating  hereto or thereto shall be held to
     be prohibited,  invalid or  unenforceable  under the  applicable  law, such
     provision shall be ineffective in such  jurisdiction  only to the extent of
     such prohibition,  invalidity or unenforceability,  without invalidating or
     rendering  unenforceable  the remainder of such  provision or the remaining
     provisions  of  this  Amendment  or  any  other  statement,  instrument  or
     transaction contemplated hereby or thereby or relating hereto or thereto in
     such   jurisdiction,   or   affecting   the   effectiveness,   validity  or
     enforceability of such provision in any such jurisdiction.

          Section  10.  Successors.  This  Amendment  shall be binding  upon the
     Borrower,  the Banks and the Agent  and  their  respective  successors  and
     assigns, and shall inure to the benefit of the Borrower,  the Banks and the
     Agent and the  successors  and assigns of the  Borrower,  the Banks and the
     Agent.

          Section  11.  Headings.  The  headings  of  various  sections  of this
     Amendment  have been inserted for reference only and shall not be deemed to
     be a part of this Amendment.

          Section 12.  Counterparts.  This  Amendment may be executed in several
     counterparts,  all or any of which  shall be  regarded  as one and the same
     document and either party to such agreements may execute any such agreement
     by executing a counterpart of such agreement.

          Section 13.  Governing  Law. This  Amendment  shall be governed by the
     internal laws of the State of Minnesota,  without giving effect to conflict
     of law principles thereof,  but giving effect to federal laws applicable to
     national banks.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first above written.

                                        BUFFETS, INC.


                                        By __________________________
                                           Its ______________________

                                        Address for Borrower:
                                        10260 Viking Drive
                                        Suite 100
                                        Eden Prairie, Minnesota 55344
                                        Attention: Clark C. Grant


                                        U.S. BANK NATIONAL ASSOCIATION
                                        In its individual corporate 
                                           capacity and as Agent


                                        By __________________________
                                           Its ______________________

                                        Address:
                                        U.S. Bank Place
                                        601 Second Avenue South
                                        Minneapolis, MN 55402-4302
                                        Attention: Megan Mourning MPFP0601


                      [SIGNATURE PAGE TO FOURTH AMENDMENT]


<PAGE>


                                 SCHEDULE 1.1(a)
                               TO FOURTH AMENDMENT
                              TO SECOND AMENDED AND
                            RESTATED CREDIT AGREEMENT

                                 SCHEDULE 1.1(a)
                               TO CREDIT AGREEMENT




                          Base           Reserve         Total
                       Commitment      Commitment      Commitment
Bank                     Amount          Amount          Amount
----                   ----------      ----------      ----------
U.S. Bank             $20,000,000      $30,000,000     $50,000,000
National
Association