Contract

Exhibit 10.13

EXECUTION COPY

     TRADEMARK SECURITY AGREEMENT dated as of November 1, 2006 (this “Agreement”), among Buffets Holdings, Inc. (“Holdings”), Buffets, Inc. (the “Borrower”), the subsidiaries of the Borrower listed on Schedule I hereto (the “Subsidiary Parties”) and Credit Suisse, as Collateral Agent (in such capacity, the “Collateral Agent”).

          Reference is made to (a) the Guarantee and Collateral Agreement dated as of November 1, 2006 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among Holdings, the Borrower, the subsidiaries of the Borrower from time to time party thereto and the Collateral Agent and (b) the Credit Agreement dated as of November 1, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, the Lenders party thereto and Credit Suisse, as administrative agent and collateral agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the Subsidiary Parties are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

          SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Security Agreement. The rules of construction specified in Section 1.01(b) of the Security Agreement also apply to this Agreement.

          SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor, pursuant to the Security Agreement, did and hereby does grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Trademark Collateral”):

    (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule II (the “Trademarks”);

2  

     (b) all goodwill associated with or symbolized by the Trademarks; and

     (c) all assets, rights and interests that uniquely reflect or embody the Trademarks; provided that the grant of the security interest hereunder shall not include any application for a Trademark that would be deemed invalidated, canceled or abandoned due to the grant and/or enforcement of such security interest unless and until such time that the grant and/or enforcement of the security interest will not affect the status or validity of such Trademark;

          SECTION 3. Security Agreement. The security interests granted to the Collateral Agent herein are granted in furtherance, and not in limitation of, the security interests granted to the Collateral Agent pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the Trademark Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the Security Agreement, the terms of the Security Agreement shall govern.

[Remainder of this page intentionally left blank]

3

          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

		BUFFETS, INC.,
		by:  /s/ R. Xxxxxxx Xxxxxxx, Jr.
		Name:		R. Xxxxxxx Xxxxxxx, Jr.
		Title:		Chief Executive Officer
		BUFFETS HOLDINGS, INC.,
		by:  /s/ R. Xxxxxxx Xxxxxxx, Jr.
				Name: R. Xxxxxxx Xxxxxxx, Jr.
				Title: Chief Executive Officer
		HOMETOWN BUFFET, INC.,
		by:  /s/ H. Xxxxxx Xxxxxxxx
		Name:		H. Xxxxxx Xxxxxxxx
		Title:		Secretary
		OCB PURCHASING CO.,
		by:  /s/ H. Xxxxxx Xxxxxxxx
		Name:		H. Xxxxxx Xxxxxxxx
		Title:		Secretary
		OCB RESTAURANT COMPANY, LLC,
		by:  /s/ H. Xxxxxx Xxxxxxxx
		Name:		H. Xxxxxx Xxxxxxxx
		Title:		Manager/Secretary
		BUFFETS LEASING COMPANY, LLC,
		by:  /s/ H. Xxxxxx Xxxxxxxx
		Name:		H. Xxxxxx Xxxxxxxx
		Title:		Manager/Secretary

4

		RYAN’S RESTAURANT GROUP, INC.,
		by:  /s/ H. Xxxxxx Xxxxxxxx
		Name:		H. Xxxxxx Xxxxxxxx
		Title:		Secretary
		HOMETOWN LEASING COMPANY, LLC,
		by:  /s/ H. Xxxxxx Xxxxxxxx
		Name:		H. Xxxxxx Xxxxxxxx
		Title:		Manager/Secretary
		OCB LEASING COMPANY, LLC,
		by:  /s/ H. Xxxxxx Xxxxxxxx
		Name:		H. Xxxxxx Xxxxxxxx
		Title:		Manager/Secretary
		FIRE MOUNTAIN RESTAURANTS, LLC,
		by:  /s/ H. Xxxxxx Xxxxxxxx
		Name:		H. Xxxxxx Xxxxxxxx
		Title:		Manager/Secretary
		BIG R PROCUREMENT COMPANY, LLC,
		by:  /s/ H. Xxxxxx Xxxxxxxx
		Name:		H. Xxxxxx Xxxxxxxx
		Title:		Manager/Secretary
		TAHOE JOE’S, INC.,
		by:  /s/ R. Xxxxxxx Xxxxxxx, Jr.
		Name:		R. Xxxxxxx Xxxxxxx, Jr.
		Title:		Chief Executive Officer
		TAHOE JOE’S LEASING COMPANY, LLC,
		by:  /s/ R. Xxxxxxx Xxxxxxx, Jr.
		Name:		R. Xxxxxxx Xxxxxxx, Jr.
		Title:		Chief Manager

5

		CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Collateral Agent,
		by:  /s/ Xxxxxx Xxxx
		Name:		Xxxxxx Xxxx
		Title:		Managing Director
		by:  /s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Associate

Schedule I

Subsidiary Parties

1. HomeTown Buffet, Inc.
2. OCB Purchasing Co.
3. OCB Restaurant Company, LLC
4. Buffets Leasing Company, LLC
5. Ryan’s Restaurant Group, Inc.
6. HomeTown Leasing Company, LLC
7. OCB Leasing Company, LLC
8. Fire Mountain Restaurants, LLC.
9. Big R Procurement Company, LLC
10. Tahoe Joe’s, Inc.
11. Tahoe Joe’s Leasing Company, LLC

Schedule II

Trademarks

Trademarks Registered to Buffets, Inc.

		Application				Registration				Registration
Xxxx		Number		File Date		Number				Date
OLD COUNTRY BUFFET		73/489350		7/11/84			1343558			6/18/85
OLD COUNTRY BUFFET & Design		73/592818		4/11/86			1423419			12/30/86
SALADBRATION! (Stylized)		73/741752		7/11/88			1529087			3/7/89
OLD COUNTRY BUFFET (Stylized)		74/574462		9/16/94			2048119			3/25/97
OLD COUNTRY BUFFET and Design (Diamond)		74/574504		9/16/94			2051196			4/8/97
OLD COUNTRY BUFFET and Design (W/ Rectangle)		74/574759		9/16/94			2051197			4/8/97
OLD COUNTRY BUFFET and Design (Stack w/ Diamond)		75/091977		4/12/96			2149716			4/7/98
HOMETOWN BUFFET		76/241460		4/16/01			2617451			9/10/2002
HOMETOWN BUFFET		78/442222 Suspended		6/28/2004
HOMETOWN BUFFET (Plate)		78/442218 Suspended		6/28/2004
HOMETOWN BUFFET (Plate and Fork)		78/159153		8/29/2002			2861377			7/6/2004
WHAT’S ON YOUR PLATE?		75/481414		5/7/98			2315605			2/8/00
COUNTRY ROADHOUSE BUFFET & GRILL		75/471143		4/21/98			2322380			2/22/00
DESSERT CENTRAL		75/682653		4/14/99			2411371			12/5/00
SOUP‘NSALAD UNLIMITED		75/817832		10/7/99			2420299			1/9/01
SPOON TENDER		76/047450		6/12/00
COUNTRY BUFFET		78/433864		6/11/2004			2987516			8/23/2005
HOMESTYLE. YOUR STYLE.		78/452905		7/19/2004			2997774			6/23/1992
HOMETOWN		78/442232 Suspended		6/28/2004
PLATE/ FORK DESIGN		78/159170		8/29/2002			2890167			9/28/2004

Trademarks Registered to HomeTown Buffet, Inc.

		Application				Registration				Registration
Xxxx		Number		File Date		Number				Date
HOMETOWN		74/179018		6/24/91			1696669			6/23/92
GRANNY’S BUFFET & Design		75/128614		6/17/96			2123023			12/23/97

Trademarks Registered to Ryan’s Restaurant Group, Inc.

Application

Registration

Registration

Xxxx

Number

File Date

Number

Date

RYAN’S FAMILY STEAKHOUSE

73/181030

8/4/1978

1149189

3/24/1981

RYAN’S FAMILY STEAKHOUSE Design

73/656667

4/22/1987

1467753

12/1/1987

“R” Design

73/181065

8/4/1978

1182501

12/15/1981

MEGA BAR

73/615869

8/21/1986

1458801

9/22/1987

RYAN’S and Design

74/106749

10/15/1990

1707396

8/11/1992

SENSIBLE CHOICES

75/024935

11/28/1995

2204197

11/17/1998

FIRE MOUNTAIN

76/101888

8/2/2000

2580030

6/11/2002

FIRE MOUNTAIN HOT OFF THE GRILL! and Design

77/001548

9/18/2006

FIRE MOUNTAIN

77/001526

9/18/2006

RYAN’S Stylized

242659

9/6/1995

000000 (Xxxxxx)

2/25/1999

RYAN’S FAMILY STEAKHOUSE Stylized

242658

9/6/1995

536059(Mexico)

11/18/1996

Trademarks Registered to Tahoe Joe’s, Inc.

		Application				Registration				Registration
Xxxx		Number		File Date		Number				Date
JOE’S STEAK		78/923475		7/6/2006
NEVADA CHEESECAKE		78/923545		7/6/2006
RAILROAD CAMP SHRIMP		78/923463		7/6/2006
TAHOE JOE’S & Design		75/197501		11/13/1996			2114109			11/18/1997
TAHOE JOE’S		78/506762		10/27/2004			3040908			1/10/2006
TAHOE JOE’S FAMOUS STEAKHOUSE & Design		78/507006		10/27/2004			3045530			1/17/2006

TRADEMARK LICENSES

1. Trademark License Agreement, dated as of August 1, 2006, between OCB Restaurant Company, LLC and North’s Restaurants, Inc.