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SECOND MODIFICATION AGREEMENT
BY THIS SECOND MODIFICATION AGREEMENT, made and entered into as of the 1st day of February, 2005, STAR
BUFFET, INC., a Delaware corporation, whose address is 420 Lawndale Drive, Salt Lake City, Utah 84115 (hereinafter called "
Borrower "), and M&I MARSHALL & ILSLEY BANK, a banking corporation organized and existing under the laws of the State
of Wisconsin, whose address is One East Camelback Road, P.O. Box 11856, Phoenix, Arizona 85061-1856 (hereinafter called "
Lender "), confirm and agree as follows:
SECTION 1. RECITALS
1.1 Borrower and Lender entered into a Loan Agreement dated October 28, 2003 (as modified by the Prior Modification,
defined below, the " Loan Agreement "), which provided for a revolving line of credit by Lender to Borrower in the amount of
$3,000,000.00 (the " Loan "), all upon the terms and conditions contained therein.
1.2 The Loan is evidenced by a Promissory Note (Revolving Note) dated October 28, 2003 executed by Borrower, payable
to the order of Lender, in the principal amount of $3,000,000.00 (as modified by the Prior Modification, the " Note ").
1.3 Borrower and Lender have entered into a Modification Agreement, dated October 31, 2004 (the "Prior Modification").
1.4 The Loan Agreement, the Note, the Prior Modification, this Agreement and all other documents and instruments
evidencing or executed and delivered in connection with the Loan, together with all modifications and amendments thereto and
any documents required herein, are hereinafter collectively called the " Loan Documents ."
1.5 Borrower and Lender desire to modify the Loan and the Loan Documents as set forth herein.
SECTION 2. LOAN AGREEMENT
2.1 The last sentence of Section 3.1 of the Loan Agreement is hereby amended to read as follows:
The " Commitment " shall be the principal sum of $