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                               SECOND AMENDMENT TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


              THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT (the "Amendment") is made and entered into as of May 28, 1997 by 
and between BUFFETS, INC., a Minnesota corporation (the "Borrower"), the 
Banks as defined in the Credit Agreement (as hereinafter defined) and FIRST 
BANK NATIONAL ASSOCIATION, a national banking 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 (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 1.   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 2.   AMENDMENTS.  The Credit Agreement is hereby amended as
follows:

             2.1  FIXED CHARGE COVERAGE RATIO.  Section 6.17 of the Credit
Agreement is amended to read in its entirety as follows:

                  Section 6.17 Minimum Fixed Charge Coverage Ratio.  The
     Borrower shall not permit its Fixed Charge Coverage Ratio for any four
     consecutive Quarterly Periods to be less than (a) for the four consecutive
     Quarterly Periods ending on October 9, 1996, January 1, 1997, April 23,
     1997, July 16, 1997 and October 8, 1997, 

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     1.15 to 1.00, and (b) for any other four consecutive Quarterly Periods,
     1.75 to 1.00.

     SECTION 3.   EFFECTIVENESS OF AMENDMENTS.  This Amendment shall become
effective as of October 6, 1996 upon delivery to the Agent with sufficient
counterparts for the Banks of this Amendment, executed by the Borrower and
the Majority Banks.

     SECTION 4.   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 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 5.   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 6.   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.


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     SECTION 7.   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
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 8.   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 9.   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 10.  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 11.  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 12.  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 /s/ Clark C. Grant
                                         -----------------------------
                                       Its CFO
                                           ---------------------------

                                      Address for Borrower:
                                      10260 Viking Drive
                                      Eden Prairie, Minnesota 55344
                                      Attention: Chief Financial Officer




                                      FIRST BANK NATIONAL ASSOCIATION
                                      In its individual corporate capacity and
                                      as Agent


                                      By /s/ Megan G. Mourning
                                         -----------------------------
                                       Its Vice President
                                           ---------------------------

                                      Address:
                                      First Bank Place
                                      601 Second Avenue South
                                      Minneapolis, MN 55402-4302
                                      Attention: Megan Mourning MPFPO6O1


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