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                                                                   EXHIBIT 10(v)

                              MANAGEMENT AGREEMENT


         This Management Agreement (this "Agreement") is entered into as of
February 15, 2000 between Buffets, Inc., a Minnesota corporation (the
"Company"), and C. Dennis Scott (the "Executive").

                                    RECITALS

         A.   The Executive is a key member of the management of the Company and
has devoted substantial skill and effort to the affairs of the Company.

         B.   It is desirable and in the best interests of the Company and its
shareholders to continue to obtain the benefits of the Executive's services and
attention to the affairs of the Company.

         C.   It is desirable and in the best interests of the Company and its
shareholders to provide inducement for the Executive to remain in the service of
the Company in the event of any proposed or anticipated change in control of the
Company and to remain in the service of the Company in order to facilitate an
orderly transition in the event of a change in control of the Company.

         D.   It is desirable and in the best interests of the Company and its
shareholders that the Executive be in a position to make judgments and advise
the Company with respect to proposed changes in control of the Company without
regard to the possibility that the Executive's employment may be terminated
without compensation in the event of certain changes in control of the Company.

         E.   The Executive desires to be protected in the event of certain
changes in control of the Company.

         F.   For the reasons set forth above, the Company and the Executive
desire to enter into this Agreement.

                                    AGREEMENT

         Now, therefore, in consideration of the foregoing and the mutual
agreements contained herein, the Company and the Executive agree as follows:

         1.   Employment. The Executive shall remain in the employ of the
Company for the Term of this Agreement, and during the Term the Executive shall
have such title, duties, responsibilities and authority, and receive such
remuneration and fringe benefits, as the Board of Directors of the Company shall
from time to time provide for the Executive; provided, however, that either the
Executive or the Company may terminate the employment of the




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Executive at any time before the expiration of the Term, with or without Cause,
upon at least 30 days' prior written notice to the other party, subject to the
right of the Executive to receive any payment and other benefits that may be due
under Section 3.

         2.   Events. No amounts or benefits shall be payable or provided for
pursuant to this Agreement unless an Event shall have occurred during the Term
of this Agreement.

              (a)  Each of the following shall be deemed an "Event" for purposes
         of this Agreement:

                   (1)  Any "person" (as defined in Section 13(d) of the
              Securities Exchange Act of 1934, as amended, or any successor
              statute thereto (the "Exchange Act")) acquires or becomes a
              "beneficial owner" (as defined in Rule 13d-3 or any successor rule
              under the Exchange Act), directly or indirectly, of securities of
              the Company representing 30% or more of the combined voting power
              of the Company's then-outstanding securities entitled to vote
              generally in the election of directors ("Voting Securities") or
              30% or more of the then-outstanding shares of common stock of the
              Company ("Common Stock"), provided, however, that the following
              shall not constitute an Event pursuant to this Section 2(a)(1):

                        (A)  any acquisition or beneficial ownership by the
                   Company or a subsidiary of the Company;

                        (B)  any acquisition or beneficial ownership by any
                   employee benefit plan (or related trust) sponsored or
                   maintained by the Company or one or more of its subsidiaries;

                        (C)  any acquisition or beneficial ownership by any
                   corporation (including an acquisition in a transaction of the
                   nature described in Section 2(a)(3)) with respect to which,
                   immediately following such acquisition, more than 70%,
                   respectively, of (i) the combined voting power of the
                   Company's then-outstanding Voting Securities and (ii) the
                   Common Stock is then beneficially owned, directly or
                   indirectly, by all or substantially all of the persons who
                   beneficially owned Voting Securities and Common Stock,
                   respectively, of the Company immediately before such
                   acquisition in substantially the same proportions as their
                   ownership of such Voting Securities and Common Stock, as the
                   case may be, immediately before such acquisition;

                   (2)  Continuing Directors shall not constitute a majority of
              the members of the Board of Directors of the Company. For purposes
              of this



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              Section 2(a)(2), "Continuing Directors" are the following: (A)
              individuals who, on the date hereof, are directors of the Company,
              (B) individuals elected as directors of the Company after the date
              hereof for whose election proxies shall have been solicited by the
              Board of Directors of the Company or (C) individuals elected or
              appointed by the Board of Directors of the Company to fill
              vacancies on the Board of Directors of the Company caused by death
              or resignation (but not by removal) or to fill newly created
              directorships, provided that "Continuing Directors" shall not
              include individuals whose initial assumption of office occurs as a
              result of an actual or threatened election contest with respect to
              the threatened election or removal of directors (or other actual
              or threatened solicitation of proxies or consents) by or on behalf
              of any person or group other than the Board of Directors of the
              Company;

                   (3)  Approval by the shareholders of the Company of a
              reorganization, merger, statutory share exchange or consolidation
              of the Company (other than a reorganization, merger, statutory
              share exchange or consolidation with a subsidiary of the Company),
              unless immediately following such reorganization, merger,
              statutory share exchange or consolidation all or substantially all
              of the persons who were the beneficial owners, respectively, of
              Voting Securities and Common Stock immediately before such
              reorganization, merger, statutory share exchange or consolidation
              beneficially own, directly or indirectly, more than 70% of,
              respectively, (A) the combined voting power of the
              then-outstanding voting securities entitled to vote generally in
              the election of directors and (B) the then-outstanding shares of
              common stock of the corporation resulting from such
              reorganization, merger, statutory share exchange or consolidation
              in substantially the same proportions as their ownership,
              immediately before such reorganization, merger, statutory share
              exchange or consolidation, of the Voting Securities and Common
              Stock, as the case may be;

                   (4)  (A) Approval by the shareholders of the Company of a
              complete liquidation or dissolution of the Company or (B) the sale
              or other disposition of all or substantially all of the assets of
              the Company (in one or a series of transactions), other than to a
              corporation with respect to which, immediately following such sale
              or other disposition, more than 70% of, respectively, (i) the
              combined voting power of the then-outstanding voting securities of
              such corporation entitled to vote generally in the election of
              directors and (ii) the then-outstanding shares of common stock of
              such corporation is then beneficially owned, directly or
              indirectly, by all or substantially all of the persons who were
              the beneficial owners, respectively, of the Voting Securities and
              Common Stock immediately before such sale or other disposition in
              substantially the same proportions as their ownership, immediately
              before such



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              sale or other disposition, of the Voting Securities and Common
              Stock, as the case may be;

                   (5)  The Company enters into a letter of intent, an agreement
              in principle or a definitive agreement relating to an Event
              described in Section 2(a)(1), 2(a)(2), 2(a)(3) or 2(a)(4) that
              ultimately results in such an Event, or a tender or exchange offer
              or proxy contest is commenced that ultimately results in an Event
              described in Section 2(a)(1) or 2(a)(2); or

                   (6)  There shall be an involuntary termination or
              Constructive Involuntary Termination of employment of the
              Executive, and the Executive reasonably demonstrates that such
              event (A) was requested by a party (other than the Board of
              Directors of the Company) that had previously taken other steps
              reasonably calculated to result in an Event described in Section
              2(a)(1), 2(a)(2), 2(a)(3) or 2(a)(4) and that ultimately results
              in an Event described in any such Section, or (B) otherwise arose
              in connection with or in anticipation of an Event described in any
              such Section that ultimately occurs.

         Notwithstanding anything stated in this Section 2(a), an Event shall
         not be deemed to occur with respect to the Executive if (x) the
         acquisition or beneficial ownership of the 30% or greater interest
         referred to in Section 2(a)(1) is by the Executive or by a group,
         acting in concert, that includes the Executive (provided that if the
         acquisition is by a group, the Executive must acquire or own
         beneficially 10% or greater of the interest referred to in Section
         2(a)(i)) or (y) a majority of the combined voting power of the
         then-outstanding voting securities (or voting equity interests) of the
         surviving corporation or of any corporation (or other entity) acquiring
         all or substantially all of the assets of the Company shall,
         immediately after a reorganization, merger, consolidation or
         disposition of assets referred to in Section 2(a)(3) or 2(a)(4), be
         beneficially owned, directly or indirectly, by the Executive or by a
         group, acting in concert, that includes the Executive (provided that if
         the acquisition is by a group, the Executive must beneficially own at
         least 10% of the surviving corporation or such other corporation).

              (b)  For purposes of this Agreement, a "subsidiary" of the Company
         includes any entity of which securities or other ownership interests
         having general voting power to elect a majority of the board of
         directors or other persons performing similar functions are at the time
         directly or indirectly owned by the Company.

         3.   Payments and Benefits. If an Event occurs during the Term of this
Agreement, then the Executive shall be entitled to receive from the Company or
its successor (which includes any person acquiring all or substantially all of
the assets of the Company) a cash payment and other benefits on the following
basis (unless the Executive's employment by the Company is terminated
voluntarily or involuntarily before the occurrence of the earliest Event



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to occur (the "First Event"), in which case the Executive shall be entitled to
no payment or benefits under this Section 3):

              (a)  If at the time of, or at any time after, the occurrence of
         the First Event and before the end of the Transition Period, the
         employment of the Executive with the Company is voluntarily or
         involuntarily terminated for any reason (unless such termination is a
         voluntary termination by the Executive other than a Constructive
         Involuntary Termination or is on account of the death or Disability of
         the Executive or is a termination by the Company for Cause), the
         Executive (or the Executive's legal representative, as the case may
         be), subject to the limitations set forth in Sections 3(e) and 3(g),

                   (1)  shall be entitled to receive from the Company or its
              successor, upon such termination of employment with the Company or
              its successor, a cash payment in an amount equal to three times
              the sum of (A) the Executive's then-current annual base salary and
              (B) the greater of (i) the Executive's annualized then-current
              year's bonus or (ii) the Executive's annual bonus in the year
              prior to the then-current year, such payment to be made to the
              Executive by the Company or its successor in a lump sum at the
              time of such termination of employment; and

                   (2)  shall be entitled for three years after the termination
              of the Executive's employment with the Company to participate in
              any health, disability and life insurance plan or program in which
              the Executive was entitled to participate immediately before the
              First Event as if he were an employee of the Company during such
              three-year period; provided however, that if the Executive's
              participation in any such health, disability or life insurance
              plan or program of the Company is barred, the Company, at its sole
              cost and expense, shall arrange to provide the Executive with
              benefits substantially similar to those that the Executive would
              be entitled to receive under such plan or program as if he were
              not barred from participation.

              (b)  The payments provided for in this Section 3 shall be in
         addition to any salary or other remuneration otherwise payable to the
         Executive on account of employment by the Company or one or more of its
         subsidiaries or its successor (including any amounts received before
         such termination of employment for personal services rendered after the
         occurrence of the First Event) but shall be reduced by any severance
         pay which the Executive receives from the Company, its subsidiaries or
         its successor under any other policy or agreement of the Company in the
         event of involuntary termination of Executive's employment.

              (c)  The Company shall also pay to the Executive all legal fees
         and expenses incurred by the Executive as a result of such termination,
         including all such fees and


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         expenses, if any, incurred in contesting or disputing any such
         termination or in seeking to obtain or enforce any right or benefit
         provided by this Agreement.

              (d)  If at any time from the date of the First Event until the end
         of the Transition Period,

                   (1)  the Executive shall not be given substantially
              equivalent or greater title, duties, responsibilities and
              authority, in each case as compared with the Executive's status
              immediately before the First Event, other than for Cause or on
              account of Disability;

                   (2)  the Executive's annual base salary or bonus formula
              shall be reduced from the Executive's annual base salary or bonus
              formula in effect immediately before the First Event;

                   (3)  the Company shall fail to provide the Executive with
              benefits under the Company's pension, profit sharing, retirement,
              life insurance, medical, health and accident, disability, bonus
              and incentive plans and other employee benefit plans and
              arrangements that in the aggregate for all such plans and
              arrangements are at least as favorable to the Executive as those
              benefits covering the Executive immediately before the First Event
              or shall fail to provide the Executive with at least the number of
              paid vacation days to which the Executive was entitled immediately
              before the First Event;

                   (4)  the Company shall have failed to obtain assumption of
              this Agreement by any successor as contemplated by Section 5(b)
              hereof;

                   (5)  the Company shall require the Executive to relocate to
              any place other than a location within 30 miles of the location at
              which the Executive performed his primary duties immediately
              before the First Event or, if the Executive performed such duties
              at the Company's principal executive offices, the Company shall
              relocate its principal executive offices to any location other
              than a location within 30 miles of the location of the principal
              executive offices immediately before the First Event; or

                   (6)  the Company shall require that the Executive travel on
              Company business to a substantially greater extent than required
              immediately before the First Event;

         then a termination of employment with the Company by the Executive
         thereafter shall constitute a "Constructive Involuntary Termination."


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              (e)  Notwithstanding any provision of this Agreement to the
         contrary, except the last sentence of this Section 3(e), if the
         lump-sum cash payment due and the other benefits to which the Executive
         shall become entitled under Section 3(a), either alone or together with
         other payments in the nature of compensation to the Executive that are
         contingent on a change in the ownership or effective control of the
         Company or in the ownership of a substantial portion of the assets of
         the Company or otherwise, would constitute a "parachute payment" as
         defined in Section 280G of the Code or any successor provision thereto,
         such lump-sum payment and/or such other benefits and payments shall be
         reduced (but not below zero) to the largest aggregate amount as will
         result in no portion thereof being subject to the excise tax imposed
         under Section 4999 of the Code (or any successor provision thereto) or
         being non-deductible to the Company for federal income tax purposes
         pursuant to Section 280G of the Code (or any successor provision
         thereto). The Executive in good faith shall determine the amount of any
         reduction to be made pursuant to this Section 3(e) and shall select
         from among the foregoing benefits and payments those which shall be
         reduced. No modification of, or successor provision to, Section 280G or
         Section 4999 after the date of this Agreement shall, however, reduce
         the benefits to which the Executive would be entitled under this
         Agreement in the absence of this Section 3(e) to a greater extent than
         they would have been reduced if Section 280G and Section 4999 had not
         been modified or superseded after the date of this Agreement,
         notwithstanding anything to the contrary provided in the first sentence
         of this Section 3(e).

              (f)  The Executive shall not be required to mitigate the amount of
         any payment or other benefit provided for in this Section 3 by seeking
         other employment or otherwise, nor (except as specifically provided in
         Section 3(a)(2) or 3(b)) shall the amount of any payment or other
         benefit provided for in this Section 3 be reduced by any compensation
         earned by the Executive as the result of employment by another employer
         after termination, or otherwise.

              (g)  Notwithstanding any other term of this Agreement, if (1) an
         Event has not yet occurred, (2) the Board of Directors of the Company
         desires to cause the Company to effect a transaction that will qualify
         as a pooling-of-interests transaction (a "Pooling Transaction") and (3)
         the independent certified public accountants for the Company advise the
         Board of Directors that they will be unable to render an opinion that
         such transaction will be treated as a Pooling Transaction solely
         because of the payments provided for in this Agreement (or in similar
         agreements with other employees of the Company), then the Executive
         agrees that upon the happening of any Event in connection with such
         Pooling Transaction he shall not be entitled to any payments under this
         Agreement as a result of such Event to the extent such payments would
         in the opinion of the Company's independent certified public
         accountants prevent them from providing the Company with a favorable
         opinion with respect to the treatment of the desired transaction as a
         Pooling Transaction.



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              (h)  The obligations of the Company under this Section 3 shall
         survive the termination of this Agreement.

         4.    Definition of Certain Additional Terms.

              (a)  "Cause" means, and is limited to, (1) willful and gross
         neglect of his duties by the Executive or (2) an act or acts committed
         by the Executive constituting a felony and substantially detrimental to
         the Company or its reputation.

              (b)  "Code" means the Internal Revenue Code of 1986, as amended,
         and any successor statute.

              (c)  "Disability" means the Executive's absence from his duties
         with the Company on a full-time basis for 180 consecutive business days
         as a result of the Executive's incapacity due to physical or mental
         illness, unless within 30 days after written notice pursuant to Section
         1 is given following such absence the Executive shall have returned to
         the full-time performance of his duties.

              (d)  "Including" means "including without limitation."

              (e)  Other than in Section 2(a), "person" means an individual,
         partnership, corporation, limited liability company, estate, trust or
         other entity.

              (f)  "Transition Period" means the three-year period commencing on
         the date of the earliest to occur of an Event described in Section
         2(a)(1), 2(a)(2), 2(a)(3) or 2(a)(4) (the "Commencement Date") and
         ending on the third anniversary of the Commencement Date.

         5.   Successors and Assigns.

              (a)  This Agreement shall be binding upon and inure to the benefit
         of the successors, legal representatives and assigns of the parties
         hereto; provided, however, that the Executive may not assign, pledge or
         otherwise dispose of or transfer any interest in this Agreement or any
         payments hereunder, whether directly or indirectly or in whole or in
         part, without the written consent of the Company or its successor.

              (b)  The Company will require any successor (whether direct or
         indirect, by purchase of a majority of the outstanding voting stock of
         the Company or all or substantially all of the assets of the Company,
         or by merger, statutory share exchange, consolidation or otherwise), by
         agreement in form and substance satisfactory to the Executive, to
         assume expressly and agree to perform this Agreement in the same manner
         and to the same extent that the Company would be required to perform it
         if no such succession had taken place. Failure of the Company to obtain
         such agreement


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         before the effectiveness of any such succession (other than in the case
         of a merger, statutory share exchange or consolidation) shall be a
         breach of this Agreement and shall entitle the Executive to
         compensation from the Company in the same amount and on the same terms
         as the Executive would be entitled hereunder if the Executive
         terminated his employment on account of a Constructive Involuntary
         Termination, except that for purposes of implementing the foregoing,
         the date on which any such succession becomes effective shall be deemed
         the date of termination. As used in this Agreement, "Company" means the
         Company as defined above and any successor to its business and/or
         assets as aforesaid that is required to execute and deliver the
         agreement provided for in this Section 5(b) or that otherwise becomes
         bound by this Agreement by operation of law.

         6.   Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Minnesota, without giving effect to choice-of-law
principles.

         7.   Notices. All notices, requests and demands given to or made
pursuant hereto shall be in writing and shall be delivered or mailed to any such
party at its address as follows:

              (a)      In the case of the Company:

                       Buffets, Inc.
                       10260 Viking Drive
                       Eden Prairie, Minnesota 55344
                       Attention:  Chief Executive Officer

              (b)      In the case of the Executive:

                       C. Dennis Scott
                       10260 Viking Drive
                       Eden Prairie, Minnesota 55344-7229

Either party may, by notice hereunder, designate a changed address. Any notice,
if mailed properly addressed, postage prepaid, registered or certified mail,
shall be deemed to have been given on the registered date or that date stamped
on the certified mail receipt.

         8.   Severability; Severance. If any portion of this Agreement is held
to be invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect the other portions of this Agreement and the
remaining portions hereof shall remain in full force and effect, and any court
of competent jurisdiction may so modify the objectionable provision so as to
make it valid and enforceable. If any benefits to the Executive provided in this
Agreement are held to be unavailable to the Executive as a matter of law, the
Executive shall be entitled to severance benefits from the Company, in the event
of an involuntary termination or Constructive Involuntary Termination of
employment of the Executive (other than a



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termination on account of the death or Disability of the Executive or a
termination for Cause) during the term of this Agreement occurring at the time
of or following the occurrence of an Event, at least as favorable to the
Executive (when taken together with the benefits under this Agreement that are
actually received by the Executive) as the most advantageous benefits made
available by the Employer to employees of comparable position and seniority to
the Executive during the five-year period before the First Event.

         9.   Term. The "Term" of this Agreement shall begin on the date hereof
and shall end on the later of (a) December 31, 2005, provided that such period
shall be automatically extended for successive one-year terms thereafter until
notice of termination is given by the Company or the Executive at least 60 days
before December 31, 2005 or the one-year extension period then in effect, as the
case may be, or (b) if the Commencement Date occurs on or before December 31,
2005 (or before the end of the extension year then in effect as provided for in
clause (a) of this Section), the third anniversary of the Commencement Date.



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         In Witness Whereof, the parties have executed this Agreement as of the
date first written above.


                                          BUFFETS, INC.

                                          By:
                                             ----------------------------
                                          Its:
                                              ---------------------------

                                          EXECUTIVE

                                          -------------------------------
                                          C. Dennis Scott




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