WARRANT To Purchase Common Shares of BUCA, INC

Exhibit 10.2

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THEY MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR LAWS, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF THIS WARRANT.

No. of Common Shares: 4,281,775

WARRANT

To Purchase Common Shares of

BUCA, INC.

THIS IS TO CERTIFY THAT BUCA Financing, LLC, or its permitted assigns, is entitled at any time prior to the Expiration Date (as hereinafter defined), to purchase from BUCA, Inc., a Minnesota corporation (the “ Company ”), 4,281,775 shares of Common Stock (as hereinafter defined) in whole or in part, including fractional parts, at a purchase price of $0.01 per share, all on the terms and conditions and pursuant to the provisions hereinafter set forth. This Warrant has been issued by the Company to BUCA Financing, LLC, in connection with the bridge financing that Planet Hollywood International, Inc. has provided to the Company for approximately U.S. $3,500,000 net of legal expenses.

NOW THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set further herein, the parties mutually agree as follows:

ARTICLE I

Defined Terms

SECTION 1.1 Definitions . The following terms shall have the following meanings:

“ Common Stock ” means the common stock, par value $0.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend, spin-off or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization or business combination.

“ Exercise Price ” means, at any date herein, the price at which a share of Common Stock may be purchased pursuant to this Warrant. On the date of the original issuance of this Warrant, the Exercise Price is $0.01 per share of Common Stock.

“ Expiration Date ” means the tenth (10 ^th ) anniversary of August 5, 2008.

“ Group ” shall have the meaning assigned to it in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“ Holder ” means the duly registered holder of this Warrant under the terms hereof, being BUCA Financing, LLC, and including assignees thereof.

“ Merger Agreement ” means the Agreement and Plan of Merger by and among Planet Hollywood International, Inc., BUCA Financing, LLC and BUCA, Inc. dated August 5, 2008.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Warrant Shares ” means the shares of Common Stock received, or issued, as the case may be, upon exercise of the Warrants.

“ Warrants ” means this Warrant and all warrants issued upon transfer, division or combination of, or in substitution for, any thereof. All Warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Common Stock for which they may be exercised.

ARTICLE II

Exercise Terms

SECTION 2.1 Exercise Periods . The Holder may exercise this Warrant on any Business Day at any time following the earlier of (i) the termination of the Merger Agreement, or (ii) a Change of Control Event, for all or any part of the number of shares of Common Stock purchasable hereunder at any time from and after the date of this Warrant and until 5:00 p.m., New York City time, on the Expiration Date.

SECTION 2.2 Manner of Exercise . (a) In order to exercise this Warrant, in whole or in part, Holder shall deliver to the Company at its principal office at 1300 Nicollet Mall, Suite 5003, Minneapolis, MN 55403 or at the office or agency designated by the Company pursuant to Article VI: (i) a written notice of Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased and shall be substantially in the form of the subscription form appearing at the end of this Warrant as Exhibit A, (ii) subject to the succeeding paragraph, payment of the Exercise Price for the number of Warrant Shares in respect of which such Warrant is then exercised, and (iii) this Warrant. Payment of the Exercise Price shall be made in cash or by certified or official bank check payable to the order of the Company or by wire transfer of funds to an account designated by the Company for such purpose.

(b) In lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with notice of such election (“Net Exercise”). The Company shall issue to a holder who Net Exercises a number of Shares computed using the following formula:

X = Y(A - B)

A

Where

X = The number of Shares to be issued to the Holder.

Y = The number of Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation).

A = The fair market value of one (1) Share (at the date of such calculation).

B = The Warrant Price (as adjusted to the date of such calculation (the “Determination Date”)).

For purposes of this Section 2.2(b), the fair market value of a Warrant Share shall mean: the Volume Weighted Average Price (VWAP) of the Company’s common stock for the 10 consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice, or if the VWAP cannot be calculated for a security on a particular date, the fair market value shall be mutually determined by the Company and the Holder.

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All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

“VWAP” means, for any security as of any date, an average price calculated by adding up the dollars traded for every transaction (price multiplied by number of shares traded) and then dividing by the total shares traded for the day for such security on the NASDAQ Global Market, as reported by Bloomberg, or, if the NASDAQ Global Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00 p.m., New York time, as reported by Bloomberg, or, if the NASDAQ Global Market is not the principal securities exchange or trading market for such security, the VWAP of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the VWAP, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no price is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).

“Trading Day” means any day on which the Common Stock are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock are then traded; provided that “Trading Day” shall not include any day on which the Common Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

If there is no public market for the Common Stock, the fair market value shall be the price per Share that the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued Shares, as such prices shall be determined in good faith by the Company’s Board of Directors.

(c) The rights represented by this Warrant shall be exercisable at the election of the Holder hereof either in full at any time or in part from time to time and, in the event that this Warrant is surrendered for exercise in respect of less than all the Warrant Shares purchasable on such exercise at any time prior to the Expiration Date, the Company shall, at the time of delivery of the certified copy of the Company’s share register evidencing and representing the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

SECTION 2.3 Issuance of Warrant Shares . Upon the surrender of this Warrant and payment of the per share Exercise Price, as set forth in Section 2.2, the Company shall, as promptly as practicable, and in any event within five (5) Business Days thereafter, issue or cause there to be issued and deliver or cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate in the notice provided pursuant to Section 2.2, a certified copy of the Company’s share register evidencing and representing the number of full Warrant Shares so purchased upon the exercise of such Warrants or other securities or property to which it is entitled, registered or otherwise to the Person or Persons entitled to receive the same. Such Warrant Shares shall be deemed to have been issued to any Person so designated by the Holder and such Person shall be deemed to have become a holder of record of such Warrant Shares as of the date of the delivery of the notice provided pursuant to Section 2.2, the surrender of this Warrant and payment of the per share Exercise Price.

SECTION 2.4 Reservation of Warrant Shares . The Company shall at all times on and following August 5, 2008 keep reserved out of its authorized shares of Common Stock a number of shares of Common Stock sufficient to provide for the exercise in full of all outstanding Warrants. The registrar for the Common Stock shall at all times on and following August 5, 2008 and until the Expiration Date, or the time at which all Warrants have been exercised or canceled, reserve such number of authorized shares of Common Stock as shall

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be required for such purpose. All Warrant Shares which may be issued upon exercise of this Warrant shall be duly and validly authorized, validly issued, fully paid, nonassessable, free of preemptive rights and free from all Encumbrances.

SECTION 2.5 Compliance with Law . If any shares of Common Stock required to be reserved for purposes of exercise of Warrants would require, under any other federal or state law or applicable governing rule or regulation of any national securities exchange, registration with or approval of any governmental authority, or listing on any such national securities exchange before such shares may be issued upon exercise, the Company will cause such shares to be duly registered or approved by such governmental authority or listed on the relevant national securities exchange, at its expense.

SECTION 2.6 Payment of Taxes . The Company shall pay all expenses in connection with, and all documentary, stamp or similar issue or transfer taxes, if any, and all other taxes and other governmental charges that may be imposed with respect to the issue or delivery of this Warrant and all shares of Common Stock issuable upon the exercise of this Warrant, and shall indemnify and hold the Holder and its Affiliates and the Company’s directors harmless from any taxes, interest and penalties which may become payable by the Holder or its Affiliates or any such directors as a result of the failure or delay by the Company to pay such taxes. The Company shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in (a) the transfer of the Warrant, or (b) the issue of any shares of Common Stock issuable upon exercise of this Warrant in any name other than that of the Holder or its Affiliates, and in such case the Company shall not be required to issue or deliver any stock until such tax or other charge has been paid or it has been established to the satisfaction of the Company that no such tax or other charge is due.

ARTICLE III

Adjustment Provisions

SECTION 3.1 Change of Control Event . The Holder may exercise this Warrant on any Business Day, for all or any part of the number of shares of Common Stock purchasable hereunder immediately prior to the consummation of any of the following transactions with any person(s) other than the Holder or a subsidiary or other affiliate of the Holder: (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation, or (iii) any transaction (including a merger or other reorganization) or series of related transactions, in which more than 40% of the voting power of the Company is disposed of (each event described in the foregoing clauses (i) to (iii) being a “ Change of Control Event ”), provided that the Company shall give the Holder reasonable prior written notice of the proposed consummation of such Change of Control Event to permit the Holder to exercise the rights under this Warrant. The Compa