Exhibit 10.11

                      RED ROBIN INTERNATIONAL / MIKE WOODS
                              EMPLOYMENT AGREEMENT

Position:    Vice President of Franchise Development
             Responsible for:

             1.  Assisting existing franchisees in developing additional sites.

             2.  Developing new franchisees in both domestic and international
                 markets.

             3.  Adding value to franchisor/franchisee relationship by providing
                 tools and techniques to enable both parties to improve the
                 profitability of their operations.

Salary:      $125,000 per year, paid monthly, and subject to annual performance
             adjustments.

Bonus:       1.  For the calendar year 1997, a bonus will be earned at the rate
                 of 5% of Initial Franchise Fees, as paid.  This bonus will be
                 paid within 60 days of receipt of Initial Franchise Fees
                 throughout the year.

             2.  In addition to the bonus earned in #1 for 1997, a discretionary
                 bonus will be paid as determined by the President.  Total
                 potential will be $15,000.  This bonus will be paid by February
                 15, 1998.

             3.  1998 and beyond - bonus plan will be negotiated.

Stock
Options:     125,000 incentive Stock Options will be granted at an exercise
             price of $2.00 per share and shall expire ten (10) years from the
             date the option is granted, or ninety (90) days from termination,
             whichever is earlier. Stock Option available for exercising shall
             be subject to a four-year vesting period, as defined in the plan.

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Other
Provisions:  In the event that at least 50% of the Company's shares outstanding
             are transferred to new owners due to merger, sale or other
             consolidation, all vesting shall immediately accelerate to 100%.

Expenses:    All reasonable business expenses provided for or reimbursed by RRI.

Severance:   Year 1: If terminated without cause prior to the end of the first
             year, a six-month severance at the current base salary will be paid
             monthly.

             Year 2 and beyond: If terminated without cause after the first
             year, severance at the then current base salary will be paid
             monthly for a term of one year.

Benefits:    Participates in all benefit plans available to senior executives of
             RRI.

Other:       RRI understands that Woods has an employment arrangement with The
             Snyder Group Co.

Signed and dated this 7 day of January 1997.


/s/ Mike Snyder
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Mike Snyder
President
Red Robin International


/s/ Mike Woods
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Mike Woods

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