RECITALS

EXHIBIT 10.2
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FORM OF OPTION AGREEMENT

THIS OPTION AGREEMENT (the "Agreement") dated as of December 29, 2005
is by and among the parties listed on Schedule I hereto (collectively, the
"Noteholders"), and BUFFETS RESTAURANTS HOLDINGS, INC., a Delaware corporation
(the "Company").

RECITALS

WHEREAS, the Noteholders hold an aggregate principal amount at maturity
of the 13.875% Senior Discount Notes Due 2010 of Buffets Holdings, Inc. set
forth on Schedule I hereto (the "Buffets Holdings Notes"); and

WHEREAS, the Company wishes to purchase an option to acquire the
Buffets Holdings Notes held by the Noteholders, and the Noteholders desire to
sell the Company an option to purchase such notes, on the terms and conditions
set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. All capitalized terms used herein but not
otherwise defined shall have the meanings assigned to such terms in the Buffets
Holdings Indenture. As used herein the following terms shall have the meaning
set forth below:

"ACT" means the Securities Act of 1933, as amended.

"AGREEMENT" shall have the meaning set forth in the Preamble hereof.

"BUFFETS HOLDINGS" shall mean Buffets Holdings, Inc., a Delaware
corporation, and its successors under the Buffet Holdings Indenture.

"BUFFETS HOLDINGS INDENTURE" shall mean the Indenture, dated as of May
18, 2004, between Buffets Holdings and U.S. Bank National Association, as
trustee, as it may be amended from time to time.

"BUFFETS HOLDINGS NOTES" shall have the meaning set forth in the
Recitals hereof.

"BUFFETS HOLDINGS OFFER" shall have the meaning set forth in Section
5(a) hereof.

"BUFFETS INC. CREDIT AGREEMENT" shall mean the (i) Amended and Restated
Credit Agreement dated as of February 20, 2004, among Buffets, Inc., Buffets
Holdings, the lenders from time to time party thereto and Credit Suisse, as
Administrative Agent, as amended by Amendment No. 1, dated as of April 6, 2005
and (ii) the Guarantee

and Collateral Agreement, dated as of June 28, 2002, among Buffets, Inc.,
Buffets Holdings, the subsidiaries of Buffets, Inc. party thereto and Credit
Suisse First Boston, as collateral agent.

"BUFFETS INC. INDENTURE" shall mean the Indenture, dated as of June 28,
2002, by and among Buffets, Inc., Distinctive Dining, Inc., HomeTown Buffet,
Inc., OCB Purchasing Co., OCB Restaurant Co., Restaurant Innovations, Inc. and
U.S. Bank National Association, as trustee, as supplemented by the (i) First
Supplemental Indenture, dated as of as of September 26, 2003, by and among
HomeTown Buffet Merger Company, Inc., Buffets Inc. and U.S. Bank National
Association, as trustee, (ii) Second Supplemental Indenture, dated as of
November 5, 2003, by and between Tahoe Joe's, Inc. and U.S. Bank National
Association, as trustee, (iii) Third Supplemental Indenture, dated as of
December 10, 2003, by and among NSHE Bennington, LLC, Buffets, Inc. and U.S.
Bank National Association, as trustee and (iv) Fourth Supplemental Indenture,
dated as of February 20, 2004, by and among Buffets Holdings, Inc., Buffets,
Inc. and U.S. Bank National Association, as trustee.

"COMPANY" shall have the meaning set forth in the Preamble hereof.

"COMPANY INDENTURE" shall mean the Indenture, dated as of December 29,
2005, between the Company and U.S. Bank National Association, as trustee.

"COMPANY NOTES" shall have the meaning set forth in Section 2(b)
hereof.

"EXERCISE PRICE" shall mean the difference between (A) the sum of (i)
the Accreted Value of the Option Notes on the Option Closing Date and (ii) 50%
of the Make Whole Premium and (B) the accreted value of the Company Notes as of
December 29, 2005.

"EXPIRATION DATE" shall have the meaning set forth in Section 3(a)
hereof.

"FIRST CALL DATE' shall mean July 31, 2008.

"MAKE WHOLE PREMIUM" shall mean, with respect to the Option Notes on
the Option Closing Date, the excess of (A) the present value on the Option
Closing Date of the redemption price of the Option Notes on the First Call Date,
computed by using a discount rate equal to the Treasury Rate plus 50 basis
points, over (B) the Accreted Value of the Option Notes on the Option Closing
Date.

"NOTEHOLDERS" shall have the meaning set forth in the Preamble hereof.

"OPTION" shall have the meaning set forth in Section 2(a) hereof.

"OPTION CLOSING" shall have the meaning set forth in Section 3(b)
hereof.

"OPTION CLOSING DATE" shall have the meaning set forth in Section 3(b)
hereof.

"OPTION NOTES" shall have the meaning set forth in Section 2(a) hereof.

"OPTION NOTICE" shall have the meaning set forth in Section 3(b)
hereof.

"OPTION PERIOD" shall have the meaning set forth in Section 3(a)
hereof.

"PERMITTED OPTION NOTES TRANSFER" shall have the meaning set forth in
Section 8(a) hereof.

"SPECIFIED PERCENTAGE" shall have the meaning set forth in Section 8(a)
hereof.

"TRANSFEREE" shall have the meaning set forth in Section 8(a) hereof.

"TREASURY RATE" means the yield to maturity at the time of computation
of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15(519) which
has become publicly available at least two business days prior to the Option
Closing Date (or, if such Statistical Release is no longer published, any
publicly available source of similar market data)) most nearly equal to the
period from the Option Closing Date to the First Call Date; PROVIDED, HOWEVER,
that if the period from the Option Closing Date to the First Call Date is not
equal to the constant maturity of a United States Treasury security for which a
weekly average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Option Closing Date to the First Call
Date is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.

2. OPTION GRANT; CONSIDERATION.

(a) GRANT OF OPTION. Each of the Noteholders hereby
grants the Company an irrevocable option to purchase those certain Buffets
Holdings Notes held by such Noteholder on the date hereof with an aggregate
principal amount at maturity as set forth opposite such Noteholder's name on
Schedule I hereto (the "Option Notes"), subject to the terms and conditions set
forth herein (collectively, the options granted by the Noteholders shall be
referred to as the "Option").

(b) OPTION CONSIDERATION. As consideration for the
granting of the Option by the Noteholders, on the date hereof, the Company shall
issue to each Noteholder its 13.875% Senior Discount Notes Due 2010, with an
aggregate accreted value on the date hereof and a principal amount at maturity
as set forth opposite such Noteholder's name on Schedule I hereto (the "Company
Notes").

(c) NOTE ISSUANCE. The Company and U.S. Bank National
Association, as trustee (the "Trustee"), shall enter into an indenture governing
the Company Notes (the "Company Indenture") which Company Indenture shall be in
the

form attached hereto as EXHIBIT A (with such changes as the parties may agree),
the Company shall issue the Company Notes (which shall be in substantially the
form attached as an exhibit to the Company Indenture) in certificated form
registered in the name of each Noteholder and the Trustee shall authenticate the
Notes.

3. EXERCISE; CLOSING.

(a) EXERCISE OF OPTION. The Option may be exercised by
the Company, in whole but not in part, at any time (the "Option Period")
commencing on the date hereof until December 29, 2006 (the "Expiration Date").

(b) NOTICE OF EXERCISE. In the event the Company wishes
to exercise the Option, the Company shall send a written notice to the
Noteholders of its intention to so exercise the Option (the "Option Notice") and
the place, time and date of the closing of such purchase (the "Option Closing"
and the date of such Option Closing, the "Option Closing Date"), which date
shall not be less than thirty nor more than sixty days from the date on which
the Option Notice is delivered. Such Option Notice shall be irrevocable and,
upon the giving thereof, the Company shall be obligated to purchase, and the
Noteholders shall be obligated to sell, the Option Notes for the Exercise Price
on the terms and conditions herein contained.

(c) EXERCISE PRICE. At the Option Closing, the Company
shall pay each Noteholder an amount in cash (in United States dollars) equal to
such Noteholder's share of the Exercise Price as set forth on Schedule 1 hereto.
Such Exercise Price shall be paid by wire transfer of immediately available
funds to a bank account designated in writing by each Noteholder.

(d) CLOSING MECHANICS. At the Option Closing, each
Noteholder shall deliver or cause to be delivered its Option Notes through the
facilities of The Depository Trust Company to the Company against payment by the
Company of the Exercise Price. Upon the payment by the Company of the Exercise
Price, the Company shall be deemed to be the beneficial owner of the Option
Notes. Prior to such time, the Noteholders shall remain the beneficial owners of
their respective Option Notes for all purposes.

4. CONDITIONS TO THE OPTION CLOSING.

(a) The obligation of the Company to purchase the Option
Notes on the Option Closing Date shall be subject to the satisfaction or waiver
of the following conditions on or before the Option Closing Date:

(i) REPRESENTATIONS AND WARRANTIES TRUE. The
representations and warranties of each Noteholder contained in Section
6 hereof shall be true and correct in all material respects at and as
of the Option Closing Date, as if made at and as of such date.

(ii) COMPLIANCE WITH THIS AGREEMENT. Each
Noteholder shall have performed and complied in all material respects
with all of its

agreements and conditions set forth or contemplated herein that are
required to be performed or complied with by such Noteholder on or
before the Option Closing Date.

(b) The obligation of the Noteholders to sell the Option
Notes on the Option Closing Date shall be subject to the satisfaction or waiver
of the following conditions on or before the Option Closing Date:

(i) REPRESENTATIONS AND WARRANTIES TRUE. The
representations and warranties of the Company contained in Section 7
hereof shall be true and correct in all material respects at and as of
the Option Closing Date, as if made at and as of such date.

(ii) COMPLIANCE WITH THIS AGREEMENT. The Company
shall have performed and complied in all material respects with all of
its agreements and conditions set forth or contemplated herein that are
required to be performed or complied with by the Company on or before
such Option Closing Date, and shall have duly exercised the Option as
to all of the Option Notes.

5. COMPANY OFFER; ADDITIONAL OPTION AGREEMENT.

(a) If, during the Option Period, Buffets Holdings makes
a tender offer or other offer to all the holders of the Buffets Holdings Notes
that remains open for at least thirty days and includes customary terms and
conditions (it being understood that such offer may have an early tender
deadline) to purchase all outstanding Buffets Holdings Notes at a price that
would result in the Noteholders receiving cash consideration (in United States
dollars) that is equal to or greater than the sum of the Exercise Price and the
accreted value of the Company Notes on the date of purchase (a "Buffets Holdings
Offer"), the Company may request that each Noteholder sell Option Notes to
Buffets Holdings in such Buffets Holdings Offer and, in such event, the
Noteholders shall validly tender the Option Notes to Buffet Holdings in such
Buffets Holding Offer on or prior to the tender deadline (or if there is an
early tender deadline, on or prior to the early tender deadline) and not
withdraw such Option Notes. Upon the payment of the purchase price for the
Option Notes in a Buffets Holdings Offer, the Noteholders shall return for
cancellation the Company Notes to the Company for no consideration.

(b) Each Noteholder agrees that if in connection with a
Buffets Holdings Offer, Buffets Holdings shall solicit consents for proposed
amendments to the Buffets Holdings Notes and the Buffets Holdings Indenture
(which proposed amendments may remove restrictive covenants from the Buffets
Holdings Indenture), such Noteholder will consent with respect to the Option
Notes owned by it, or will cause the record owner of such Option Notes to
consent with respect to such Option Notes, to such proposed amendments; provided
that the proposed amendments shall not become operative until a majority in
outstanding principal amount at maturity of the Buffets

Holdings Notes have been unconditionally accepted for payment by Buffet Holdings
in the Buffets Holdings Offer.

(c) If, at any time prior to January 31, 2006, any holder
of the Buffet Holdings Notes that is an "accredited investor" (as defined in
Regulation D promulgated under the Act) and is otherwise able to make the
representations set forth in Section 6(a) of this Agreement with respect to its
Buffets Holdings Notes requests in writing that the Company purchase an option
for its Buffets Holdings Notes on the same terms set forth in this Agreement,
the Company agrees that it shall enter into an option agreement to purchase such
holder's Buffets Holdings Notes that is substantially similar to this Agreement.

6. REPRESENTATIONS AND WARRANTIES OF THE NOTEHOLDER. Each
Noteholder represents and warrants to the Company as to itself as follows:

(a) ORGANIZATION; AUTHORITY; CAPACITY. Such Noteholder is
a limited partnership duly organized, validly existing and in good standing
under the laws of the jurisdiction listed opposite its name on Schedule I hereto
and has the requisite limited partnership power and authority to enter into and
perform this Agreement. This Agreement has been duly and validly executed and
delivered by such Noteholder and constitutes a legal, valid and binding
obligation of such Noteholder, enforceable against such Noteholder in accordance
with its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors' rights and (ii) as limited by general principles of
equity that restrict the availability of equitable remedies.

(b) TITLE. Such Noteholder owns all right, title and
interest to the Option Notes set forth opposite its name on Schedule I hereto
free and clear of any encumbrances or liens of any nature whatsoever. On the
Option Closing Date, such Noteholder will convey to the Company good title to
the Option Notes it owns free and clear of all encumbrances and liens, other
than encumbrances and liens placed thereon by the Company.

(c) NON-CONTRAVENTION. The execution, delivery and
performance of this Agreement by such Noteholder does not, and the consummation
of any of the transactions contemplated hereby by such Noteholder will not,
constitute or result in a breach, violation or an acceleration of any obligation
under, or constitute a default under, any provision of any material contract by
which such Noteholder is bound.

(d) ACCREDITED INVESTOR.

(i) Such Noteholder is an "accredited investor"
(as defined in Regulation D promulgated under the Act).

(ii) Such Noteholder has such knowledge and
experience in financial and business matters and such Noteholder is
capable of utilizing the information that is available to such
Noteholder concerning the Company to evaluate the risks of investment
in the

Company including the risk that such Noteholder could lose its entire
investment in the Company Notes.

(e) PURCHASE FOR OWN ACCOUNT. The Company Notes are being
acquired by such Noteholder for such Noteholder's own benefit and account for
investment and not with a view to, or for resale in connection with, a public
offering or distribution thereof.

(f) RESTRICTED SECURITY. Such Noteholder understands that
the Company Notes have not been registered under the Act, the securities laws of
any state or the securities laws of any other jurisdiction, nor is such
registration contemplated. Such Noteholder understands and agrees further that
the Company Notes must be held indefinitely unless subsequently registered under
the Act and such other securities laws or an exemption from registration under
the Act and such other securities laws covering the sale of the Company Notes is
available. Moreover, in the event such an exemption is available, the
assignability and transferability of the Company Notes will be governed by this
Agreement, which imposes substantial restrictions on the transfer of the Company
Notes. Such Noteholder understands that legend stating that the Company Notes
have not been registered under the Securities Act or state securities laws and
setting out or referring to the restrictions on the transferability and resale
of the Company Notes will be placed on any and all documents evidencing the
Company Notes.

(g) DISCLAIMER OF FURTHER REPRESENTATIONS AND WARRANTIES.
Other than as set forth in Section 7 of this Agreement, such Noteholder is not
relying upon any representation or warranty, express or implied, by the Company
or Buffets Holdings or any of their agents in determining to invest in the
Company Notes.

7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants to each Noteholder as follows:

(a) ORGANIZATION; AUTHORITY; CAPACITY. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has the requisite power and authority to enter into
and perform this Agreement. This Agreement has been duly and validly executed
and delivered by the Company and constitutes a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting
enforcement of creditors' rights and (ii) as limited by general principles of
equity that restrict the availability of equitable remedies.

(b) NON-CONTRAVENTION. The execution, delivery and
performance of this Agreement by the Company do not, and the consummation of any
of the transactions contemplated hereby by the Company, including without
limitation the exercise by the Company of the Option, will not, constitute or
result in a breach, violation or an acceleration of any obligation under, or
constitute a default under, any provision of any material contract by which the
Company or any of its subsidiaries is bound,

including, without limitation, the Buffets Holdings Indenture, the Buffets Inc.
Credit Agreement and the Buffets Inc. Indenture.

(c) OWNERSHIP OF BUFFETS HOLDINGS. As of the date hereof,
the Company owns in excess of 99% of the outstanding common stock, par value
$0.01, of Buffets Holdings.

(d) CONDUCT OF BUSINESS. The Company is a newly formed
corporation and has not conducted any business prior to the date hereof. Except
for the common stock of Buffets Holdings, the Option Agreement (or any similar
option agreement) and the Company Notes, the Company has no material assets or
liabilities, as of the date hereof.

(e) CHARTER; BY-LAWS. True, correct and complete copies
of the certificate of incorporation and by-laws of the Company have been
delivered to the Noteholder.

8. TRANSFER OF OPTION NOTES AND COMPANY NOTES.

(a) During the Option Period, the Noteholders may not
sell, give, exchange, assign, transfer or otherwise dispose of any of the Option
Notes and the Company Notes or make the Option Notes or the Company Notes
subject to any encumbrance or lien of any nature whatsoever without the prior
written consent of the Company. Notwithstanding the foregoing, at any time prior
to the delivery of an Option Notice, a Noteholder may sell, assign or transfer
all or a portion of its respective share of the Option Notes (each, a "Permitted
Option Notes Transfer") if (i) the party acquiring the Option Notes in such
Permitted Option Notes Transfer (each, a "Transferee") agrees to be bound by and
subject to the terms of this Agreement in accordance with Section 8(b) hereof
prior to any Permitted Option Notes Transfer and (ii) such Noteholder shall
simultaneously sell, assign or transfer to the Transferee a Specified Percentage
of the Company Notes. The "Specified Percentage" means a percentage equal to the
Accreted Value of the Option Notes proposed to be transferred in such Permitted
Option Notes Transfer by such Noteholder divided by the Accreted Value of all
the Option Notes held by such Noteholder.

(b) Prompt notice shall be given to the Company by a
Noteholder of any Permitted Option Notes Transfer. Prior to effectiveness of any
Permitted Option Notes Transfer, such Noteholder shall cause the Transferee to
execute a Transferee Agreement in the form of EXHIBIT B hereto pursuant to which
the Transferee shall agree to comply with the terms of this Agreement and shall
become bound by this Agreement. To the extent applicable, upon any Permitted
Option Notes Transfer, the Transferee thereof shall be substituted for, and
shall assume all the rights and obligations under this Agreement of, such
Noteholder.

9. REIMBURSEMENT OF EXPENSES. The Company agrees that on or prior
to January 31, 2006, it shall reimburse the holders of the Buffets Holdings
Notes that have entered into this Agreement or similar option agreements for all
actual,

reasonable out-of-pocket legal fees, costs and expenses of one firm of
attorneys (to be designated by the holders of a majority of the outstanding
principal amount at maturity of the Buffets Holdings Notes), up to $125,000 (of
which not more than $100,000 may be incurred on or prior to December 30, 2005
and not more than $25,000 may be incurred on or after December 31, 2005)
incurred in connection with the preparation, negotiation, execution and delivery
of this Agreement or any similar option agreements.

10. SPECIFIC PERFORMANCE. Each of the Noteholders acknowledge that
if it fails to perform any of its obligations under this Agreement immediate and
irreparable harm or injury would be caused to the Company for which money
damages would not be an adequate remedy. In such event, such Noteholder agrees
that the Company shall have the right, in addition to any other rights it may
have, to specific performance of this Agreement. Accordingly, if the Company
should institute an action or proceeding seeking specific enforcement of the
provisions hereof, such Noteholder hereby waives the claim or defense that the
Company has an adequate remedy at law and hereby agrees not to assert in any
such action or proceeding the claim or defense that such a remedy at law exists.
Such Noteholder further agrees to waive any requirements for the securing or
posting of any bond in connection with obtaining any such equitable relief.

11. NOTICE. All notices, requests, demands and other
communications hereunder shall be deemed to have been duly given and made if in
writing and if served by personal delivery upon the party for whom it is
intended or delivered by registered or certified mail, return receipt requested,
or if sent by facsimile or electronic (e-mail) transmission, upon receipt of
confirmation that such transmission has been received, to the person at the
address set forth below, or such other address or other person's attention as
may be designated in writing hereafter, in the same manner, by such person:

if to the Noteholders, or any Noteholder:

[ ]
[ ]
[ ]
Telecopy: [ ]
Attention: [ ]
Email: [ ]

with a copy to:

[ ]
[ ]
[ ]
Telecopy: [ ]
Attention: [ ]
Email: [ ]

if to the Company:

Buffets Restaurants Holdings, Inc.
0000 Xxxxxx Xxx
Xxxxx, XX 00000
Telecopy: 000-000-0000
Attention: R. Xxxxxxx Xxxxxxx, Jr.
Email: xxxx.xxxxxxx@xxxxxxxxxx.xxx

with a copy to:

Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxx X. Xxxxxxx, Esq.
Email: XXxxxxxx@xxxxxxxxx.xxx

12. PARTIES IN INTEREST; ASSIGNMENT. This Agreement shall inure to
the benefit of and be binding upon the parties named herein and their respective
successors and assigns. Nothing in this Agreement, express or implied, is
intended to confer upon any person other than the Company or the Noteholders, or
their respective successors or assigns, any rights or remedies under or by
reason of this Agreement. Except as set forth in Section 8 and this Section 12,
no party may assign any of its rights under this Agreement without the prior
written consent of the other parties. Notwithstanding the foregoing, the Company
may assign its rights under this Agreement to Buffets Holdings or Buffets Inc.
without the prior written consent of the Noteholders but shall provide prompt
notice thereof to the Noteholders.

13. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the
entire agreement among the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such transactions. This
Agreement may not be changed, amended or modified nor may any provision hereof
be waived, orally or by any course of conduct, but may be changed or waived only
by an agreement in writing signed by the Noteholders and the Company.

14. HEADINGS. The section headings herein are for convenience only
and shall not affect the construction of this Agreement.

15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute one and the same document.

16. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York (without regard
to principles of conflicts of law).

17. FURTHER ASSURANCES. All of the parties hereto shall execute
such documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations or other actions by, or
giving any notices to, or making any filings with, any governmental authority or
any other person) as may be reasonably required or desirable to carry out or to
perform the provisions of this Agreement.

18. SEVERABILITY. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Agreement on the date first written above.

NOTEHOLDERS:

By: ______________________________

BUFFETS RESTAURANTS HOLDINGS, INC.

By: ______________________________
Name:
Title:

EXHIBIT B

FORM OF TRANSFEREE AGREEMENT

This Transferee Agreement ("AGREEMENT") is executed by the transferee
whose signature appears below ("TRANSFEREE") pursuant to the terms of the Option
Agreement dated as of December 29, 2005 (the "OPTION AGREEMENT") by and among
Buffets Restaurants Holdings, Inc., a Delaware corporation (the "COMPANY") and
the noteholders listed in Schedule 1 thereto. Capitalized terms used herein
shall have the meaning ascribed to them in the Option Agreement.

By execution of this Agreement, Transferee hereby agrees as follows:

1. ACKNOWLEDGMENT. Transferee acknowledges (a) that Transferee is
acquiring $_______ principal amount at maturity of Buffets Holdings Notes and
$_______ principal amount at maturity of Company Notes from the Transferor
subject to the terms, limitations and conditions of the Option Agreement and (b)
that Transferee is an assignee of Transferor.

2. AGREEMENT. Transferee (a) agrees that such Buffets Holdings
Notes and Company Notes to be acquired by Transferee shall be bound by and
subject to the terms of the Option Agreement, (b) agrees to become a party to
the Option Agreement and comply with the terms thereof and (c) hereby adopts the
Option Agreement with the same force and effect as if it were was originally a
party thereto.

3. NOTICE. Any notice required by the Option Agreement shall be
given to Transferee at the address listed below Transferee's signature below.

EXECUTED AND DATED this the ____ day of _________, 2006.

TRANSFEREE:

By:________________________________

Address:____________________________

Schedule I

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Name of Noteholder Jurisdiction Accreted Value Principal Accreted Value Principal Share of
of of Option Notes Amount at of Company Amount at Exercise
Organization on 12/29/05 Maturity of Notes on Maturity of Price
Option Notes 12/29/05 Company Notes
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