Exhibit 10.15

SECOND MODIFICATION AGREEMENT

BY THIS SECOND MODIFICATION AGREEMENT, made and entered into as of the 1st day of February, 2005, STAR BUFFET, INC., a Delaware corporation, whose address
is 420 Lawndale Drive, Salt Lake City, Utah 84115 (hereinafter called "Borrower"), and M&I MARSHALL & ILSLEY BANK, a banking corporation
organized and existing under the laws of the State of Wisconsin, whose address is One East Camelback Road, P.O. Box 11856, Phoenix, Arizona 85061-1856 (hereinafter called
"Lender"), confirm and agree as follows:

SECTION 1.RECITALS

1.1   Borrower
and Lender entered into a Loan Agreement dated October 28, 2003 (as modified by the Prior Modification, defined below, the "Loan
Agreement"), which provided for a revolving line of credit by Lender to Borrower in the amount of $3,000,000.00 (the "Loan"),
all upon the terms and conditions contained therein.

1.2   The
Loan is evidenced by a Promissory Note (Revolving Note) dated October 28, 2003 executed by Borrower, payable to the order of Lender, in the principal amount
of $3,000,000.00 (as modified by the Prior Modification, the "Note").

1.3   Borrower
and Lender have entered into a Modification Agreement, dated October 31, 2004 (the "Prior Modification").

1.4   The
Loan Agreement, the Note, the Prior Modification, this Agreement and all other documents and instruments evidencing or executed and delivered in connection with the
Loan, together with all modifications and amendments thereto and any documents required herein, are hereinafter collectively called the "Loan
Documents."

1.5   Borrower
and Lender desire to modify the Loan and the Loan Documents as set forth herein.

SECTION 2.LOAN AGREEMENT

2.1   The
last sentence of Section 3.1 of the Loan Agreement is hereby amended to read as follows:



2.2   Section 9.8
of the Loan Agreement is hereby amended to read as follows:



SECTION 3.OTHER MODIFICATIONS, RATIFICATIONS AND AGREEMENTS

3.1   All
references to the Loan Agreement in the other Loan Documents are hereby amended to refer to the Loan Agreement as hereby amended.

3.2   All
references to any Loan Document in the other Loan Documents are hereby amended to refer to that Loan Document as hereby amended.

3.3   Borrower
acknowledges that the indebtedness evidenced by the Loan Documents is just and owing, that the balance thereof is correctly shown in the records of Lender as of
the date hereof, and

---



Borrower
agrees to pay the indebtedness evidenced and secured by the Loan Documents, according to the terms thereof, as herein modified.

3.4   Borrower
hereby reaffirms to Lender each of the representations, warranties, covenants and agreements of Borrower set forth in the Loan Documents, with the same force
and effect as if each were separately stated herein and made as of the date hereof.

3.5   All
terms, conditions and provisions of the Loan Documents are continued in full force and effect and shall remain unaffected and unchanged except as specifically
amended hereby. Borrower hereby ratifies, reaffirms, acknowledges, and agrees that the Loan Documents, as amended hereby, represent valid, enforceable and collectible obligations of Borrower, and that
there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to any of these documents or instruments. Borrower further acknowledges and represents that
no event has occurred and no condition exists that, after notice or lapse of time, or both, would constitute a default under this Agreement or any Loan Document.

3.6   The
Loan Documents, as amended hereby, are hereby ratified and reaffirmed by Borrower, and Borrower specifically acknowledges the validity and enforceability thereof.

SECTION 4.GENERAL

4.1   The
modifications contained herein shall not be binding upon Lender until Lender shall have received all of the following:



4.2   Borrower
shall execute and deliver such additional documents and do such other acts as Lender may reasonably require to fully implement the intent of this Agreement.

4.3   Borrower
shall pay all costs and expenses, including, but not limited to, reasonable attorneys' fees incurred by Lender in connection herewith, whether or not all of the
conditions described in Paragraph 4.1 above are satisfied. Lender, at its option, but without any obligation to do so, may advance funds to pay any such costs and expenses that are the
obligation of the Borrower, and all such funds advanced shall bear interest at the highest rate provided in the Note, shall be due and payable upon demand and shall be secured by all of the Loan
Documents.

4.4   Notwithstanding
anything to the contrary contained herein or in any other instrument executed by Borrower or Lender, or in any other action or conduct undertaken by
Borrower or Lender on or before the date hereof, the agreements, covenants and provisions contained herein shall constitute the only evidence of Lender's consent to modify the terms and provisions of
the Loan Documents. Accordingly, no express or implied consent to any further modifications involving any of the matters set forth in this Agreement or otherwise shall be inferred or implied by
Lender's execution of this Agreement. Further, Lender's execution of this Agreement shall not constitute a waiver (either express or implied) of the requirement that any further modification of the
Loan or of the Loan Document shall require the express written approval of Lender; no such approval (either express or implied) has been given as of the date hereof.

4.5   Notwithstanding
this or any prior forbearance, actual or implied, of any nature by Lender, time is hereby declared to be of the essence hereof, of the Loan, of all Loan
Documents, and Lender

2

---



requires,
and Borrower agrees to, strict performance of each and every covenant, condition, provision and agreement hereof and of all Loan Documents.

4.6   This
Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their heirs, personal representatives, successors and assigns.

4.7   This
Agreement is made for the sole protection and benefit of the parties hereto, and no other person or entity shall have any right of action hereon.

4.8   This
Agreement shall be governed by and construed according to the laws of the State of Arizona.

IN
WITNESS WHEREOF, these presents are executed as of the date indicated above.

| |  | STAR BUFFET, INC., a Delaware corporation
| |  | -----------------------------------------
| |  | By:                                      

| |  | Name:    | Robert E. Wheaton
| |  | -------- | -----------------
| |  | Title:   | President        
| |  | BORROWER

| |  | M&I MARSHALL & ILSLEY BANK, a banking corporation organized and existing under the laws of the State of Wisconsin
| |  | -----------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                              

| |  | Name:  | Greg Recker
| |  | ------ | -----------
| |  | Title: | SVP        

| |  | By: | /s/FRANK X. MENDOZA
| |  | --- | -------------------

| |  | Name:  | Frank X. Mendoza
| |  | ------ | ----------------
| |  | Title: | SVP             
| |  | LENDER

3

---



QuickLinks