NOTICE OF GUARANTEED DELIVERY

                                 BUFFETS, INC.

                               OFFER TO EXCHANGE
         $230,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 11 1/4% SENIOR
SUBORDINATED NOTES DUE 2010, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF ITS 11 1/4% SENIOR
                          SUBORDINATED NOTES DUE 2010

     This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Buffets, Inc. (the "Company") made pursuant to the prospectus
dated           , 2002 (the "Prospectus"), if certificates for the outstanding
$230,000,000 aggregate principal amount of its 11 1/4% Senior Subordinated Notes
due 2010 (the "Initial Notes") are not immediately available or if the procedure
for book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Company prior to 5:00 p.m., New York
City time, on the Expiration Date of the Exchange Offer. Such form may be
delivered or transmitted by telegram, telex, facsimile transmission, mail or
hand delivery to U.S. Bank National Association (the "Exchange Agent") as set
forth below. In addition, in order to utilize the guaranteed delivery Letter of
Transmittal (or facsimile thereof), it must also be received by the Exchange
Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
Certificates for all tendered Initial Notes in proper form for transfer or a
book-entry confirmation, as the case may be, and all other documents required by
the Letter of Transmittal must be received by the Exchange Agent within three
New York Stock Exchange trading days after the Expiration Date. Capitalized
terms not defined herein are defined in the Prospectus.

                                  Delivery to:

                         U.S. BANK NATIONAL ASSOCIATION
                                 Exchange Agent

<Table>
                                                          
  By Registered or Certified             By Facsimile:           By Overnight Courier or Hand:
              Mail:
                                  (for eligible institutions        U.S. Bank Trust Center
    U.S. Bank Trust Center                   only)                   180 East Fifth Street
     180 East Fifth Street                                             S. Paul, MN 55101
      St. Paul, MN 55101                (651) 244-1537                St. Paul, MN 55101
Attention: Specialized Finance  Attention: Specialized Finance  Attention: Specialized Finance
              Group                          Group                           Group
                                     Confirm by Telephone:
                                        (800) 934-6802
</Table>

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.


Ladies and Gentlemen:

     Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Initial Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer -- Procedures for
Tendering Initial Notes" section of the Prospectus.

<Table>
                                           
Principal Amount of Initial Notes
  Tendered(1)
$
- ------------------------------------------
Certificate Nos. (if available):

- ------------------------------------------
</Table>

<Table>
                                            
Total Principal Amount Represented by          If Initial Notes will be delivered by
Initial Notes Certificate(s):                  book-entry transfer to The Depository
                                               Trust Company, provide account number.

$                                              Account Number
- -----------------------------------------      ----------------------------
</Table>

ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH
OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED
HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS
AND ASSIGNS OF THE UNDERSIGNED.

                                PLEASE SIGN HERE

<Table>
                                             
X
- ----------------------------------------        ----------------------------------------
X
- ----------------------------------------        ----------------------------------------
SIGNATURE(S) OF OWNER(S) OR AUTHORIZED          DATE
  SIGNATORY

Area Code and Telephone Number: --------------------
</Table>

     Must be signed by the holder(s) of Initial Notes as their name(s) appear(s)
on certificate(s) for Initial Notes or on a security position listing, or by
person(s) authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.

- ---------------

(1) Must be in denominations of principal amount of $1,000 and any integral
    multiple thereof.

                                        2


                      PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):
- --------------------------------------------------------------------------------

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Capacity:
- --------------------------------------------------------------------------------

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Address(es):
- --------------------------------------------------------------------------------

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                                   GUARANTEE

     The undersigned, a member of a registered national securities exchange, or
a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States, hereby guarantees that the certificates representing the principal
amount of Initial Notes tendered hereby in proper form for transfer, or timely
confirmation of the book-entry transfer of such Initial Notes into the Exchange
Agent's account at The Depository Trust Company pursuant to the procedures set
forth in "The Exchange Offer--Procedures for Tendering Initial Notes" section of
the Prospectus, together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof) with any required signature
guarantee and any other documents required by the Letter of Transmittal, will be
received by the Exchange Agent at the address set forth above, no later than
three New York Stock Exchange trading days after the date of execution hereof.

<Table>
                                             

- ----------------------------------------        ----------------------------------------
              NAME OF FIRM                                AUTHORIZED SIGNATURE

- ----------------------------------------        ----------------------------------------
                ADDRESS                                          TITLE

- ----------------------------------------        Name: ------------------------
                                ZIP CODE                 (PLEASE TYPE OR PRINT)




Area Code and Tel. No. ----------------         Dated: ------------------------
</Table>

NOTE: DO NOT SEND CERTIFICATES FOR INITIAL NOTES WITH THIS FORM. CERTIFICATES
      FOR INITIAL NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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