PROMISSORY NOTE

$150,000                                       Minneapolis, Minnesota
                                               March 15, 2001


For value received, the undersigned, Joseph P. Micatrotto (the "Borrower"),
promises to pay to the order of BUCA, Inc., a Minnesota corporation (the
"Lender"), at 1300 Nicollet Mall, Suite 5003, Minneapolis, Minnesota 55403, or
at such other place as the Lender may from time to time designate to the
undersigned in writing, in lawful money of the United States of America, the
principal sum of One Hundred Fifty Thousand Dollars ($150,000), together with
interest on the outstanding unpaid principal balance, as provided below.

1.       Interest. Interest shall accrue on the principal sum due hereunder from
         the date hereof at the rate of 8% per annum.

2.       Repayment. Borrower shall repay to Lender the principal sum outstanding
         hereunder, plus accrued interest, two years from the date hereof. This
         Promissory Note may be prepaid at any time, in whole or in part,
         without the prior written consent of Lender and without prepayment
         premium or penalty, upon prior written notice to Lender. All interest
         accrued on the principal amount being prepaid shall be paid at the time
         of such prepayment.

3.       Default. An Event of Default shall be deemed to have occurred under
         this Promissory Note if Borrower shall fail to pay when due any amount
         of principal or interest due hereunder. In the case of any of (i) an
         Event of Default, (ii) the death of Borrower, or (iii) the termination
         of Borrower's employment with Lender, then Lender may, at its option by
         written notice to Borrower, declare immediately due and payable the
         unpaid principal balance due hereunder and interest accrued thereon.
         The Lender may take any action or proceeding at law or in equity which
         Lender deems advisable to collect and enforce payment of all amounts
         due under this Promissory Note, whether by reason of maturity of such
         amounts or acceleration thereof pursuant to an Event of Default. In
         addition, and not by way of limitation, in case of an Event of Default,
         the Borrower hereby expressly consents to the offset by Lender of any
         payments due Borrower from Lender in an amount equal to all amounts due
         under this Promissory Note, whether by reason of maturity of such
         amounts or acceleration thereof pursuant to an Event of Default. The
         Borrower shall pay all expenses, court costs and reasonable attorneys'
         fees which may be incurred in connection with the enforcement or
         collection of any amounts due under this Promissory Note or which
         otherwise may result out of any Event of Default.

4.       Survival. The obligations of Borrower under this Promissory Note shall
         be binding upon Borrower's heirs, successors and assigns and the rights
         of Lender of this Promissory Note shall inure to the benefit of
         Lender's successors and assigns; provided nothing herein shall permit
         Borrower to assign his obligations under this Promissory Note.

5.       Waiver. No delay or omission on the part of Lender in exercising any
         right hereunder shall operate as a waiver of such right or of any other
         remedy under this Promissory Note. A waiver on any one occasion shall
         not be construed as a waiver of any such right or remedy on a future
         occasion. Borrower hereby waives presentment, protest, notice of
         non-payment, dishonor and notice of dishonor.

6.       Governing Law. This Promissory Note is issued and shall be governed by
         the internal laws of the State of Minnesota.


                                              /s/ Joseph P. Micatrotto
                                              -------------------------------
                                              Joseph P. Micatrotto

Source: OneCLE Business Contracts.