AMENDED AND RESTATEDMANAGEMENT AND FEEAGREEMENT

                  AMENDEDAND RESTATED MANAGEMENT AND FEE AGREEMENT (this “Agreement”), dated as ofFebruary 20, 2004, between BUFFETS, INC., a Minnesota corporation (the“Company”) and CxCIC LLC, a Delaware limited liability company(“CIC”). 

                  WHEREAS,the Company desires for CIC to provide certain ongoing advisory and management services tothe Company, and CIC is willing to provide such services subject to the terms andconditions contained herein; 

                  WHEREAS,the parties hereto wish to amend and restate the Management and Fee Agreement, dated as ofOctober 2, 2000, between the Company and CIC as more fully set forth herein, among otherthings, to allow for the prepayment of certain fees payable to CIC; 

                  NOW,THEREFORE, for good and valuable consideration, the receipt of which is herebyacknowledged, the parties hereto agree as follows: 

                  Section1. Services. During the term of this Agreement, CIC shall provide such acquisitionand financial advisory services (the “Services”) to the Company and itssubsidiaries as the Board of Directors of the Company shall reasonably request, includingwithout limitation: providing general business advice, including recommendations as to,and identification of, acquisitions and dispositions of operating entities; structuringand negotiating transactions and recommending positions in or securities of selectedentities; identifying, structuring and obtaining bank, institutional and other sources offinancing needed or appropriate in connection with any proposed transaction, arrangingappropriate introductions and marketing the financing proposals; and supervising thepreparation and review of all documents required to complete each transaction. 

                  Section2. Compensation. (a) In consideration of the Services previously provided and to beprovided in accordance with Section 1, the Company shall pay to CIC an advisory andmanagement fee equal to 2% of Consolidated EBITDA of the Company for each calendar year.All fees shall be pro-rated for partial years. The Company shall pay CIC fees in arrearsthirteen times a year within two weeks of the end of each of the Company’s thirteenfiscal periods, subject to the 2% limit described above. For the purposes of thisAgreement, the term “Consolidated EBITDA” shall have the meaning ascribedthereto in the Credit Agreement among Buffets Holdings, Inc., the Company, as borrower,the several lenders from time to time parties thereto, Lehman Brothers Inc. andFleetBoston Robertson Stephens Inc., as co-lead arrangers and joint book-running managers,Lehman Commercial Paper Inc., as administrative agent, Fleet National Bank, as syndicationagent and First Union National Bank, as documentation agent, dated as of October 2, 2000(the “Credit Agreement”). 

                  (b)           At either party’s election, the advisory and management fee referred to in          Section 2(a) of this Agreement shall be prepaid by the Company to CIC on          December 31 of a given year in advance of the next succeeding calendar year          (a “Prepayment Election”). In the event of a Prepayment Election, the          amount to be prepaid (the “Prepayment Amount”) shall be equal to the          product of (x) 2% of the Company’s reasonably projected EBITDA          (“Projected EBITDA”) for the next succeeding calendar year and (y)          0.95. Should the actual Consolidated EBITDA for the period covered by the          Prepayment Election differ from the Projected EBITDA for such period, the          product of (x) such difference and (y) 0.02 shall be paid to the Company or CIC,          as applicable, by the other party no later than March 31 of the next succeeding          calendar year. In the event that an event of default under any debt instrument          of the Company has occurred and is continuing and the Prepayment Amount has been          paid for the calendar year in which such event of default occurred, CIC shall          promptly return to the Company an amount equal to the product of (x) the          Prepayment Amount and (y) a fraction, the numerator of which is the number of          months remaining in the calendar year (including the month in which such event          of default has occurred) and the denominator of which is 12. Notwithstanding          anything to the contrary set forth in this Section 2(b), on the first day in any          year upon which the full amount of the advisory and management fee payable with          respect to such year shall be permitted to be paid, such full amount shall be          paid, and upon the first day upon which any partial amount of the advisory and          management fee that would have been payable with respect to any prior year          except for the provisions of the immediately preceding sentence, such partial          amount shall be paid. Notwithstanding anything herein to the contrary, a          Prepayment Election may not be made for any period in which the Prepayment          Amount would exceed $10.0 million. 

                  (c)           If the Company is involved in any acquisitions, dispositions or sale of the          Company or Buffets Holdings, Inc., financings or similar transactions with          respect to which CIC provides services, a 1% investment banking fee shall also          be paid by the Company to CIC. 

                  Section3. Reimbursement. CIC and its affiliates shall be entitled to reimbursement of allout-of-pocket expenses (including, without limitation, legal, accounting, consulting andtravel fees and expenses) incurred in connection with the performance of this Agreement(other than salary expenses and associated overhead charges), which amounts shall bepromptly reimbursed by the Company upon request. 

                  Section4. Indemnity. (a) None of CIC or its affiliates or any of their respectivepartners, officers, directors, stockholders, affiliates, agents or employees (each an“Indemnified Party”) shall have any liability to the Company for anyservices provided pursuant to this Agreement, except as may result from such IndemnifiedParty’s gross negligence or willful misconduct. 

                  (b)           The Company hereby agrees to indemnify each Indemnified Party from and against          all losses, liabilities, damages, deficiencies, demands, claims, actions,          judgments or causes of action, assessments, costs or expenses (including,          without limitation, interest, penalties and reasonable fees, expenses and          disbursements of attorneys, experts, personnel and consultants reasonably          incurred by the Indemnified Party in any action or proceeding between the          Company and the Indemnified Party or between the Indemnified Party and any third          party, or otherwise) based upon, arising out of or otherwise in respect of this          Agreement or any Indemnified Party’s equity interest in the Company. To the          extent that the foregoing indemnification is not permitted by law, each of the          Indemnified Parties and the Company shall be subject and entitled to          contribution based upon the relative benefits (in the case of CIC, not to exceed          in any event the amount of fees paid to CIC hereunder) received by each and, if          legally required, based upon the relative fault of each of the Indemnified          Parties and the Company. 

                  Section5. Assignment. This Agreement may not be assigned by any party hereto without thewritten consent of the other party; provided, that the Company shall be entitled to assignthis Agreement to any person that is an affiliate of the Company or that otherwise assumedor is a successor to substantially all of the assets and the liabilities of the Company;provided further, that CIC shall be entitled to assign this Agreement to any person thatis an affiliate of CIC and that is reasonably able to provide the Services requiredhereby. 

                  Section6. Modification. This Agreement may not be modified or amended in any manner otherthan by an instrument in writing signed by the parties hereto, or their respectivesuccessors or assigns. 

                  Section7. Entire Agreement. This Agreement constitutes the entire agreement between theparties with respect to the subject matter hereof and supersedes any prior agreement orunderstanding among them with respect to such subject matter. 

                  Section8. Notices. Any notice or other communication required or permitted hereunder shallbe in writing and shall be delivered personally, sent by facsimile transmission or sent bycertified, registered or express mail, postage prepaid and return receipt requested. Anysuch notice shall be deemed given when so delivered personally or sent by facsimiletransmission or, if mailed, five (5) days after the date of deposit in the United Statesmails, as follows: 

Any party may, by notice given inaccordance with this Section to the other party, designate another address or person forreceipt of notices hereunder. 

                  Section9. Governing Law; Submission to Jurisdiction. All questions concerning theconstruction, validity and interpretation of this Agreement will be governed by andconstrued in accordance with the internal law (and not the law of conflicts) of the Stateof New York. 

                  Section10. Termination. This Agreement may be terminated by mutual consent of the partieshereto. The provisions of Section 4 and the obligations of the Company under Section 2(including, without limitation, rights to future payment in accordance with Section 2(c))and Section 3 with respect to any compensation or reimbursement for expenses shall not bedetermined without the prior written consent of CIC. 

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