FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549



(Mark One)

[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


For the Quarterly Period Ended October 28, 2001

                                     OR


[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


For the transition period from                to

Commission file number 0-12145


                       AMARILLO MESQUITE GRILL, INC.
            Exact name of registrant as specified in its charter)

            Kansas                                          48-0936946
  (State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                       Identification No.)


                               Suite 200
                          302 North Rock Road
                         Wichita, Kansas  67206
                (Address of principal executive offices)
                              (Zip Code)


                            (316) 685-7286
            (Registrant's telephone number, including area code)




     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X    No     .

     As of October 28, 2001, 8,241,137 shares of common stock $.01 par value
were outstanding.

<PAGE>

                       PART 1 - FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

                        AMARILLO MESQUITE GRILL, INC.
                        CONSOLIDATED BALANCE SHEETS
                               (Unaudited)
<TABLE>
<CAPTION>
                                 ASSETS     October 28    January 28
                                               2001          2001
<S>                                         <C>           <C>
Current assets:
   Cash                                     $  324,931    $  348,182
   Accounts receivable                           6,606        17,248
   Advances to affiliate                        27,176        35,868
   Inventories                                 153,946       168,953
   Prepaid expenses and other current assets   214,923       130,421
      Total current assets                     727,582       700,672

Property and equipment:
   Buildings                                 1,114,105     1,122,019
   Leasehold improvements                    2,644,488     2,758,064
   Equipment and fixtures                    5,150,906     5,365,362
   Leased property under capital lease       1,234,626     1,234,626
                                            10,144,125    10,480,071
   Less: accumulated depreciation and
      amortization                           4,125,414     3,733,643
                                             6,018,711     6,746,428
Other assets:
   Cost in excess of net tangible assets of
      purchased business, net of
      amortization of $315,619 and $261,004    558,572       613,187
   Deposits and other                           51,573        38,613
                                               610,145       651,800

                                            $7,356,438    $8,098,900

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
   Notes payable                            $6,083,418    $  220,284
   Note payable, other                         123,999          -
   Current portion of obligation under
      capital lease                             50,231    $   50,231
   Accounts payable                          1,444,714     1,059,669
   Accrued payroll                             185,518       213,338
   Other accrued liabilities                   659,465       797,094
   Accrual for restaurant closings              54,420        35,850
      Total current liabilities              8,601,765     2,376,466

Long-term debt, less current portion              -        5,904,586
Obligation under capital lease, less
   current portion                             877,071       910,873

Stockholders' equity (deficit):
   Preferred stock, $.01 par value,
      authorized 10,000,000 shares, none
      issued                                      -             -
   Common stock, $.01 par value, authorized
      20,000,000 shares, issued 8,301,137
      shares at July 29, 2001 and at
      January 28, 2001                          83,011        83,011
   Additional paid-in capital                7,916,842     7,643,462
   Accumulated deficit                      (9,852,251)   (8,549,498)
   Treasury stock, 60,000 shares of common
      stock at cost                         (  270,000)   (  270,000)
      Total stockholders' equity (deficit)  (2,122,398)   (1,093,025)

                                            $7,356,438    $8,098,900
</TABLE>





        See accompanying notes to consolidated financial statements.









<PAGE>


                         AMARILLO MESQUITE GRILL, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)

<TABLE>
<CAPTION>
                                           Thirteen Weeks Ended       Thirty-
Nine Weeks Ended
                                          October 28   October 29    October 28
October 29
                                            2001         2000          2001
2000
<S>                                      <C>           <C>          <C>
<C>
Net sales                                $ 4,634,634   $5,260,497   $14,313,456
$16,017,300

Costs and expenses:
   Cost of goods sold                      1,800,080    1,839,819     5,346,656
5,514,631
   Operating expenses                      2,559,604    2,760,154     7,721,252
8,345,286
   Depreciation and amortization             231,993      240,308       707,393
732,895
   General and administrative                267,478      339,646       816,800
945,880
   Provision for restaurant closings         370,694         -          418,464
-
                                           5,229,849    5,179,927    15,010,565
15,538,692

Operating income                          (  595,215)      80,570   (   697,109)
478,608

Other income (expense)
   Interest expense                       (  124,745)  (  170,541)  (   410,999)
(496,651)
   Noncash expense from issuance
     of stock options to related
     parties pursuant to debt
     guarantees                           (   24,460)  (   24,460)  (    73,380)
(    73,380)
   Loss on sale of equipment              (  121,265)        -      (   121,265)
-

                                          (  270,470)  (  195,001)  (   605,644)
(   570,031)

Loss before income taxes                  (  865,685)  (  114,431)  ( 1,302,753)
(    91,423)
Provision for income taxes                      -             -            -
-

Net Loss                                 $(  865,685)  $( 114,431)  $(1,302,753)
$(   91,423)


Net loss per common share-
   Basic and diluted                     $      (.10)  $     (.01)  $      (.16)
$      (.01)


Average shares outstanding-
   Basic and diluted                       8,241,137    8,241,137     8,241,137
8,241,137

</TABLE>









         See accompanying notes to consolidated financial statements.

<PAGE>

                          AMARILLO MESQUITE GRILL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                  Thirty Nine Weeks Ended
                                                  October 28    October 29
                                                    2001          2000
<S>                                               <C>           <C>
Cash flows from operating activities:
   Net Loss                                       $(1,302,753)  $(  91,423)
   Adjustments to reconcile net earnings
      to net cash provided by operating
      activities:
      Depreciation and amortization                   707,393      732,895
      Noncash expense from issuance of stock
        options pursuant to debt guarantees            73,380       73,380
      Noncash provision for restaurant closings       418,464         -
      Loss on sale of equipment                       121,265         -

   Changes in assets and liabilities

        (Increase) decrease in accounts receivable     10,642    (  12,698)
        (Increase) decrease in inventories             15,007        3,355
        (Increase) decrease in prepaid expenses and
           other current assets                    (   67,462)   (  83,387)
        Advances to affiliate                           8,692         -
        Increase (decrease) in accounts payable       385,045      142,760
        Increase (decrease) in accrued expense     (  196,679)   (   8,802)
      Other net                                          -       (    -

            Cash provided by (used in) operating
              activities                              172,994      749,370
Cash flows from investing activities:
   Purchase of property and equipment              (  266,475)   ( 468,537)
   Proceeds from sale of equipment                      8,650         -
     Cash used in investing activities             (  257,825)   ( 468,537)

Cash flows from financing activities:
      Repayment of notes payable and
        note payable related party                 (  104,618)   ( 255,853)
      Repayment of long-term borrowings
        and capital lease obligations              (   33,802)   (  33,802)
      Proceeds from additional capital
        contributions-related party                   200,000         -
             Cash provided by financing activities     61,580    ( 289,655)

Increase (decrease) in cash                        (   23,251)   (   8,822)
Cash at beginning of period                           348,182      407,710

Cash at the end of period                         $   324,931   $  398,888

Supplemental schedule of non-cash investing and
   financial activities:
      Sale of assets in exchange of a note
        receivable                                     30,000         -
      Asset purchase financed with a note payable     187,165         -

Supplemental disclosure of cash flow information:
   Cash paid for interest                          $  410,999   $  496,651
   Cash paid for income taxes                      $     -            -



</TABLE>


          See accompanying notes to consolidated financial statements.


<PAGE>

                         AMARILLO MESQUITE GRILL, INC.
                   Notes to Consolidated Financial Statements
                                (Unaudited)


                              October 28, 2001




(1)  Basis of Presentation
     The accompanying unaudited consolidated financial statements have been
       prepared in accordance with generally accepted accounting principles
       for interim financial information and with the instructions to
       Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
       include all of the information and footnotes required by generally
       accepted accounting principles for complete financial statements.
       In the opinion of management, all adjustments (consisting of normal
       recurring accruals) considered necessary for a fair presentation have
       been included.  Operating results for the thirty-nine week period ended
       October 28, 2001 are not necessarily indicative of the results that may
       be expected for the year ended January 27, 2002.  For further
       information, refer to the consolidated financial statements and
       footnotes thereto included in the Company's 10-K and Annual Report to
       Stockholders as filed on April 27, 2001.

(2)  Net Earnings Per Share
     The Company, as required under FASB Statement no. 128, Earnings Per
       Share, calculates and presents both a basic and diluted earnings per
       share in the financial statements. Earnings per common share is
       computed on the basis of the weighted-average number of common shares
       outstanding during each period presented.  The Company has granted
       options to employees to purchase 1,346,725 shares of common stock
       at a weighted average exercise price of $1.86 per share.  These
       options were not included in the computation of diluted earnings
       per share because the exercise price of those options exceeded the
       average market price of the common shares during the quarter.  Also
       since the Company had a net loss available to common stockholders,
       inclusion of these options would be antidilutive to earnings per share.




Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operation.

Results of Operations

Thirteen Weeks Ended October 28, 2001 Compared to Thirteen Weeks Ended
October 29, 2000.

      For the thirteen weeks ended October 28, 2001, sales were $4,634,634 as
compared to sales of $5,260,497 for the third quarter of the prior year.
As of October 28, 2001, the Company operated thirteen Amarillo Mesquite
Grills as compared to fifteen Amarillo Mesquite Grills as of October 29,
2000.

      Cost of sales, as a percentage of total sales, was 38.8% and 35.0%
for the 2001 and 2000 periods respectively.  The cost of sales as a percentage
of sales were up due to the rise in the cost of beef.

      Operating expenses, as a percentage of total sales, were 55.2% and 52.5%
for the 2001 and 2000 periods respectively.  The increase in operating expense
is a direct result to the decrease in sales for the quarter ended October 28,
2001 as compared to the same quarter ended October 29, 2001.  The dollars
spent were actually lower this quarter as compared to the same quarter of
the last year.

       General and administrative expenses, as a percentage of sales, was 5.8%
for the quarter ended October 28, 2001, as compared to 6.5% for the third
quarter of the prior year.  The decrease in general and administrative, as a
percentage of sales is the result of management controlling the costs of
recruiting and training new management staff by focusing on retaining current
management personnel.  Even though the Company has experienced a rise in real
estate taxes, personal property taxes and insurance costs the management has
succeeded in controlling other costs.

      Depreciation and amortization is directly related to the acquisition and
disposition of fixed assets.

      Interest expense was $124,745 for the quarter ended October 28, 2001 as
compared to $170,541 for the same period a year ago.  Interest expense is a
function of the interest rate and the amount of debt.  The interest rate has
decreased over the past few months resulting in a decrease in interest
expense.

      The Company incurred noncash expenses of $24,460 for the 2001 and 2000
periods respectively, relating to the issuance of stock options pursuant to
debt guarantees.

      During the quarter ended October 28, 2001, management decided to close
the Wichita Falls unit.  With respect to this closure, the Company has accrued
$49,800 representing estimated future costs to be incurred prior to finding a
sublessee for the facility.  A non-cash write-off of $320,894 was recorded,
representing the net book value of leasehold improvements and other
equipment that management believes would have no fair value or use outside
the restaurant.  These costs have been recorded as "provision for restaurant
closings" on the income statement.  The Company incurred operating losses on
this store of $48,800 in fiscal year 2002.

      The Company incurred $121,265 in losses on the sale of equipment for the
quarter ended October 28, 2001.  The equipment sold included items originally
kept by the Company upon closure of the McAlester unit and items sold during
the process of moving one unit into a new facility.

      Historically the third quarter of the year is the weakest of the year in
terms of sales and earnings and this year was no exception.  With the
repercussions from events of September 11 along with the closing of the
Wichita Falls unit, it has resulted in a loss of $865,685, or ten cents
per common share, as compared to a loss of $114,431, or one cent per
common share, for the third quarter of the prior year.

Thirty-Nine Weeks Ended October 28, 2001 Compared to Thirty-Nine Weeks Ended
October 29, 2000.

      For the thirty-nine weeks ended October 28, 2001, sales were $14,313,456
as compared to sales of $16,107,300 for the first thirty-nine weeks of the
prior year.  The Company operated thirteen Amarillo Mesquite Grills as of
October 28, 2001, as compared to fifteen Amarillo Mesquite Grills as of
October 29, 2000.

      Cost of sales, as a percentage of total sales, was 37.4% and 34.4% for
the 2001 and 2000 periods respectively.  The increase in the cost of sales is
a direct result in the increase in the cost of beef over the past thirty-nine
weeks ended October 28, 2001, as compared to the same thirty-nine weeks ended
October 29, 2000.

      Operating expense, as a percentage of total sales, was 53.9% and 52.1%
for the 2001 and 2000 periods respectively.  The increase in operating expense
is due to the decrease in sales resulting in higher labor and utility costs
as a percentage of total sales.  The dollars spent is lower this quarter as
compared to the same quarter last year.

      General and administrative expense, as a percentage of total sales was
5.7% for the thirty-nine weeks ended October 28, 2001, as compared to 5.9%
for the first thirty-nine weeks of the prior year. The decrease in general and
administrative expense has resulted from the Company's focus on retaining
management staff thereby reducing the costs of recruiting and training.
The Company has experienced a rise in real estate taxes, personal property
taxes and insurance costs but has been able to hold down the costs in general
and administrative expenses the past thirty-nine weeks.

      Depreciation and amortization is directly related to the acquisition and
disposition of fixed assets.

      Interest expense was $410,999 for the thirty-nine weeks ended October
28, 2001, as compared to $496,651 for the same period a year ago.  Interest
expense is a function of the interest rate and the amount of debt.  Over the
past few months, the interest rates have continually declined, therefore the
interest expense has decreased.

Liquidity and Capital Resources

      The Company's primary sources of funding to finance its business have
been its cash flow from operations, and proceeds from bank debt.  On October
28, 2001 and January 28, 2001, the Company had an excess of current
liabilities over current assets of $7,874,183 and $1,675,794, respectively.
However included as a current liability as of October 28, 2001 is a bank
note payable in the amount $5,904,586 which is due April 15, 2002.  Cash
flow from operations was $172,994 and $749,370 for 2001 and 2000
respectively.

      Management anticipates cash flow from operations for the full fiscal
year of 2002 will enable the Company to meet its financial obligations as
they come due.  However, there may be periods during the year when cash flow
is insufficient and additional debt or equity investment may be necessary.
During the quarter ended October 28, 2001, two stockholders invested $200,000
in the Company, which was recorded as Additional Paid-In Capital.

      Management evaluates store performance and cash flows weekly.  On a
long-term basis, if cash flows from operations are not sufficient to meet
working capital needs, management will consider menu modifications and price
adjustments to increase margins.  Management will also take actions to
reduce store-level operating costs where possible.  Additionally, management
would consider closing underperforming locations where it believes the long
term prospect of obtaining positive cash flow would not be possible.

      Substantially, all of the Company's revenues are derived from cash
sales.  The Company does not maintain significant receivables and
inventories; therefore, working capital requirements for operations
are not significant.

      The Company may consider expansion of the Amarillo Mesquite Grill
concept in fiscal 2002 by leasing existing restaurant properties which
are suitable for conversion to the Amarillo Mesquite Grill concept.  It is
expected that each conversion will require approximately $300,000 to $500,000
for equipment and remodel costs.  A ground-up proto-type restaurant will
cost approximately $1.3 million for the land, building and equipment.
The Company has no commitments for financing at this time.  If the Company
decides to expand in fiscal 2002, it may need to raise additional funds
through debt or equity instruments, the availability and terms of which
will depend upon market and other conditions.  There can be no assurance
that such additional financing will be available on terms acceptable to
the Company.

      The Company has restructured its long-term bank debt to provide for
interest only payments through April 15, 2002.  The purpose of the
restructuring is to give management the option of investing cash flow back
into our existing restaurants or adding new restaurants without increasing
bank debt.

      Management anticipates refinancing this debt in April 2002 with its
existing lender.  However, the Company does not presently have a commitment
from the lender, or other commitments for additional financing.  If the
Company's lender is not willing to refinance its debt when due, management
will respond by restructuring its debt arrangements in a matter acceptable
to the lender, by relocating this debt to an alternate lending source, or
by securing new sources of debt or equity financing.

      This report contains certain forward-looking statements, including those
relating to the opening of additional restaurants and planned capital
expenditures. Although the Company believes that the assumptions underlying
the forward-looking statements contained herein are reasonable, actual
results could differ materially from such forward-looking statements.
In light of the significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not
be regarded as a representation by the Company that objectives and plans of
the Company will be achieved.

Pronouncements Issued Not Yet Adopted

      In July 2001, the Financial Accounting Standards Board issued Statement
142, Goodwill and Other Intangible Assets, which will potentially impact the
Company's accounting for its reported goodwill and other intangible assets.
Statement 142 a)eliminates the amortization of goodwill and other intangibles
that are determined to have an indefinite life, and b)requires, at a minimum,
annual impairment tests for goodwill and other intangible assets that are
determined to have an indefinite life.

      Upon adoption of this Statement, the Company will be required to
re-evaluate goodwill and other intangible assets that arose from business
combinations entered into before July 1, 2001.

      The Company has not yet completed its full assessment of the effects
of these new pronouncements on its financial statements and so is uncertain
as to the impact.  The Company is required to implement this standard with
its fiscal year beginning on January 28, 2002.

<PAGE>


                         PART II - OTHER INFORMATION



Item 1.  Legal Proceedings

         Not applicable.

Item 2.  Changes in Securities.

         Not Applicable.

Item 3.  Defaults Upon Senior Securities.

         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

         Not applicable.

Item 5.  Other Information.

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

         10.1 Promissory Note with Intrust Bank dated April 15, 2001

         No reports on Form 8-K were filed during the quarter ended
         October 28, 2001.


<PAGE>

                               SIGNATURES




    Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



                               AMARILLO MESQUITE GRILL INC.
                                     (Registrant)




Date   December 8, 2001        /s/CHRIS F. HOTZE
                               Chris F. Hotze - President


<PAGE>
<TABLE>

Exhibit 10.1




PROMISSORY NOTE

   Principal   Loan Date      Maturity    Loan No    Call    Collateral
Account    Officer    Initials
 $5,904,586.21 04-15-2001    04-15-2002   35418      04A0       27         R-
186943    GAJ23
<S>                                       <C>
Borrower:                                 Lender:
Amarillo Mesquite Grill, Inc.             INTRUST Bank, N.A. P.O. Box One
P 0 BOX 2817                              105 N. Main
Wichita, KS 67201                         Wichita, KS 67201

Principal Amount: $5,904,586.21    Initial Rate: 7.500%      Date of Note: April
15, 2001
PROMISE TO PAY. Amarillo Mesquite Grill, Inc. ("Borrower") promises to pay to
INTRUST Bank, N.A. ("Lender"), or order,
in lawful money of the United States of America, the principal amount of Five
Million Nine Hundred Four Thousand Five
Hundred Eighty Six & 21/100 Dollars ($5,904,586.21), together with interest on
the unpaid principal balance from
April 15, 2001, until paid in full.

PAYMENT. Borrower will pay this loan in one principal payment of $5,904,586.21
plus interest on April 15, 2002. This
payment due April 15, 2002, will be for all principal and accrued interest not
yet paid. In addition, Borrower will
pay regular monthly payments of all accrued unpaid interest due as of each
payment date, beginning May 15, 2001, with
all subsequent interest payments to be due on the same day of each month after
that. The annual interest rate for this
Note is computed on a 365/360 basis; that is, by applying the ratio of the
annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by the actual
number of days the
principal balance is outstanding. Borrower will pay Lender at Lender's address
shown above or at such other place
as Lender may designate in writing. Unless otherwise agreed or required by
applicable law, payments will be applied
first to accrued unpaid interest, then to principal, and any remaining amount to
any unpaid collection costs and late
charges.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an
independent index which is the Prime Rate as published in the Wall Street
Journal (the "Index"). The Index is not
necessarily the lowest rate charged by Lender on its loans. If the Index becomes
unavailable during the term of this
loan, Lender may designate a substitute index after notice to Borrower. Lender
will tell Borrower the current Index
rate upon Borrower's request. Borrower understands that Lender may make loans
based
on other rates as well. The interest rate change will not occur more often than
each month on the first day of the
month following the change of the index. The Index currently is 8.000% per
annum. The Interest rate to be applied to
the unpaid principal balance of this Note will be at a rate of 0.500 percentage
points under the Index, resulting in
an initial rate of 7.500% per annum. NOTICE: Under no circumstances will the
interest rate on this Note be more than
the maximum rate allowed by applicable law.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to
make payments under the payment schedule. Rather, they will reduce the principal
balance due.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the unpaid portion of the
regularly scheduled payment or $100.00, whichever is less.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due.
(b) Borrower breaks any promise Borrower has made to Lender, or Borrower fails
to comply with or to perform when due
any other term, obligation, covenant, or condition contained in this Note or any
agreement related to this Note, or in
any other agreement or loan Borrower has with Lender. (c) Any representation or
statement made or furnished to Lender
by Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or
furnished. (d) Borrower becomes insolvent, a receiver is appointed for any part
of Borrower's property, Borrower makes
an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against Borrower
under any bankruptcy or insolvency laws, (e) Any creditor tries to take any of
Borrower's property on or in which
Lender has a lien or security Interest. This includes a garnishment of any of
Borrower's accounts with Lender. (f) Any
guarantor dies or any of the other events described in this default section
occurs with respect to any guarantor of
this Note. (g) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of
payment or performance of the Indebtedness is impaired. (h) Lender in good faith
deems itself insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued
unpaid interest immediately due, without notice, and then Borrower will pay that
amount. Upon default, including
failure to pay upon final maturity, Lender, at its option, may also, if
permitted under applicable law, increase the
variable interest rate on this Note 2.000 percentage points. The interest rate
will not exceed the maximum rate
permitted by applicable law. Lender may hire or pay someone else who is not a
salaried employee of Lender
to help collect this Note if Borrower does not pay. Borrower will be liable for
all reasonable costs incurred in the
collection of this Note, including but not limited to, court costs, attorneys'
fees, and collection agency fees,
except that such costs of collection shall not include the recovery of both
attorneys' fees and collection agency
fees. This Note has been delivered to Lender and accepted by Lender in the State
of Kansas. If there is a lawsuit,
Borrower agrees upon Lender's request to submit to the jurisdiction of the
courts of Sedgwick County, the State of
Kansas. This Note shall be governed by and construed in accordance with the laws
of the State of Kansas.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $22.50 if Borrower
makes a payment on Borrower's loan and
the check or preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers,
pledges, and transfers to Lender all Borrower's right, title and interest in and
to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with
someone else and all accounts Borrower may open in the future, excluding however
all IRA and Keogh accounts, and all
trust accounts for which the grant of a security interest would be prohibited by
law. Borrower authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all sums
owing on this Note against any and
all such accounts.

COLLATERAL. This Note is secured by
Security Agreement dated 6/10/97 covering all tangible and intangibles property
of Amarillo Mesquite Grill, Inc., all
equipment, utensils, small wares, furniture, inventory, accounts, contract
rights, general intangibles, fixtures, and
machinery located at various locations listed on attached Exhibit "A".

ADDITIONAL PROVISIONS:  FINANCIAL STATEMENTS. Borrower covenants and agrees with
Lender that Borrower will furnish to
Lender, in a form satisfactory to Lender, such financial statements and other
financial and business information as
Lender may request from time to time including, without limitation, balance
sheet and income statements on a periodic
basis, tax returns, and listings of inventory, accounts or other assets.
Borrower further covenants and agrees with
Lender that all financial statements provided to Lender shall be prepared in
accordance with generally accepted
accounting principles, consistently applied, and shall be certified by Borrower
as being true and correct.
Borrower agrees to deliver financial statements and information requested by
Lender no later than thirty (30) days
after Lender's request for such information.

"TERMS AND FEES IF RENEWED. Borrower acknowledges that Lender is under no
obligation to renew this Note upon its
maturity. Any renewal shall be at Lender's sole option and may include terms and
conditions that differ materially
from those contained in this Note. Upon renewal, Bank may impose such fees and
charges as the Bank deems appropriate,
including, without limitation, a renewal fee, and if this Note evidences a line
of credit, an unused commitment fee.".

PRIOR NOTE. Promissory Note #186943-35418 to renew.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing
them. Borrower and any other person who signs, guarantees or endorses this Note,
to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and
unless otherwise expressly stated in writing, no party who signs this Note,
whether as maker, guarantor, accommodation
maker or endorser, shall be released from liability. All such parties agree that
Lender may renew or extend
(repeatedly and for any length of time) this loan, or release any party or
guarantor or collateral; or impair, fail
to realize upon or perfect Lender's security interest in the collateral; and
take any other action deemed necessary
by Lender without the consent of or notice to anyone. All such parties also
agree that Lender may modify this loan
without the consent of or notice to anyone other than the party with whom the
modification is made.

<PAGE>

04-15-2001                     PROMISSORY NOTE                          Page 2
Loan No 35418                    (Continued)

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,
INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF
THE NOTE AND
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:
Amarillo Mesquite Grill, Inc

By:   s/s Chris F. Hotze            By: s/s Alan Bundy
      Chris F. Hotze, President         Alan Bundy, Vice President

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