REDEMPTION AGREEMENT

FOR THE COMMON STOCK 
OF 
PARASOLE RESTAURANT HOLDINGS, INC. AND BUCA, INC.

AGREEMENT made as of the 30 day of September, 1996, by and between PARASOLE RESTAURANT HOLDINGS, INC. ("Parasole"), a corporation created and existing under the laws of the State of Minnesota with its principal place of business at 3001 Hennepin Avenue South, Suite 301A, Minneapolis, Minnesota 55408, and BUCA, INC. ("BUCA"), a corporation created and existing under the laws of the State of Minnesota with its principal place of business at 1422 Lake Street, Suite 220, Minneapolis, Minnesota 55408.

WITNESSETH:

WHEREAS, Parasole maintains an employee stock ownership plan ("ESOP") for the benefit of its employees and BUCA intends to maintain an ESOP after BUCA is spun off from Parasole;

WHEREAS, after BUCA is spun off, the parties' ESOPs will hold shares of common stock of both Parasole and BUCA which are allocated to the accounts of employees;

WHEREAS, the parties believe it is financially equitable, and in their mutual best interests and in the interests of their employees, to provide a market for allocated ESOP stock and to provide that each corporation shall be primarily responsible for redeeming its own stock regardless from which ESOP it is distributed or sold; and

WHEREAS, each party wishes that, in the event the common stock of the other party is not publicly traded or is subject to restrictions on transfer at the time a distribution is to be made from its ESOP, the other party shall be obligated to redeem such common stock from the party itself, its ESOP, or from the individual who receives the distribution;

NOW, THEREFORE, in consideration of their respective promises, agreements, and covenants herein, and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Definitions.

(A) "BUCA ESOP" means the employee stock ownership plan which is to be sponsored by BUCA and created in connection with the spin-off of BUCA from Parasole. The BUCA ESOP will hold the assets currently in the Parasole ESOP attributable to the accounts of employees of BUCA, employees of its subsidiaries, and their beneficiaries. The BUCA ESOP assets will include shares of stock of BUCA and Parasole after said spin-off.

(B) "Parasole ESOP" means the employee stock ownership plan which is maintained by Parasole for its employees and the employees of its subsidiaries (including at the time of this agreement, the employees of BUCA). After the spin-off of BUCA, the Parasole ESOP will have accounts for its participants and their beneficiaries that are expected t included shares of stock of BUCA and Parasole.

(C) The "Purchase Price" of any shares of stock shall be the most recent fair market value as determined by an independent appraiser pursuant to the terms of the ESOP which holds or has distributed the stock. If, however, one of the parties should become a disqualified person (within the meaning of Section 4975 (e) (2) of the Internal Revenue Code) with respect to the other party's ESOP and is purchasing stock directly from such ESOP, the Purchase Price shall be determined as of the date of the purchase, and the price given in the notice required under paragraph 4 shall be a good faith estimate of the current fair market value of the stock.

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