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                                                                   EXHIBIT 10(w)



                              MANAGEMENT AGREEMENT


         This Management Agreement (this "Agreement") is entered into as of
February 15, 2000 between Buffets, Inc., a Minnesota corporation (the
"Company"), and Kerry A. Kramp (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



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                  sale or other disposition in substantially the same
                  proportions as their ownership, immediately before such 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:

                           Kerry A. Kramp
                           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


                                         -------------------------------------
                                         Kerry A. Kramp




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