CITIZENS NATIONAL BANK
P.O. BOX 717
WAXAHACHIE, TX 75168

-------State of Texas------------Space Above This Line For Recording Data-------


                            REAL ESTATE DEED OF TRUST
                          (With Future Advance Clause)

Notice of confidentiality rights: if you are a natural person, you may remove or
strike any of the following  information from this instrument before it is filed
for record in the public  records:  your social security number or your driver's
license number.

1.   DATE AND PARTIES.  The date of this Deed of Trust (Security  Instrument) is
     01-29-2004
     and the  parties,  their  addresses  and  tax  identification  numbers,  if
     required; are as follows:
          GRANTOR:    MILLION DOLLAR SALOON, INC, A NEVADA CORPORATION
                      6848 GREENVILLE
                      DALLAS, TX 76231


     [_]  If checked,  refer to the attached Addendum.  incorporated herein, for
          additional Grantors, their signatures and acknowledgments.

          TRUSTEE:    GEORGE H SINGLETON
                      200 N ELM P 0 BOX 717
                      WAXAHACHIE, TX 75168

LENDER:               CITIZENS NATIONAL BANK IN WAXAHACHIE
                      200 N ELM P 0 BOX 717
                      WAXAHACHIE, TX 75165

2.   CONVEYANCE.  In  consideration  of Ten  Dollars  paid in hand,  and for the
     purpose  of  securing  the  Secured  Debt  (defined  below)  and  Grantor's
     performance under this Security  Instrument,  Grantor  irrevocably  grants,
     sells, and conveys unto Trustee,  in trust for the benefit of Lender,  with
     power of sale, the following described property:

     SEE THE  EXHIBIT "A:  ATTACHED  HERETO AND MADE A PART HEREOF FOR ALL LEGAL
     PURPOSES

The property is located in    DALLAS    at        10901 STEMMONS FWY N
                           ------------    -------------------------------------
                             (County)                  (Address)

   DALLAS,                Texas                     75225
--------------------------------------------------------------------------------
   (City)                                         (Zip Code)

TEXAS - AGRICULTURAL/COMMERCIAL REAL ESTATE SECURITY INSTRUMENT

(NOT  FOR  FNMA,  FHLMC,  FHA OR VA  USE,  AND  NOT FOR  CONSUMER  OR  HOMESTEAD
PURPOSES),

<PAGE>

     Together  with all rights,  easements,  appurtenances,  royalties,  mineral
     rights, oil and gas rights,  crops, timber, all diversion payments or third
     party  payments  made to crop  producers,  all water and  riparian  rights,
     wells,  ditches,  reservoirs,  and water stock and all  existing and future
     improvements,  structures,  fixtures,  and replacements that may now, or at
     any time in the  future,  be part of the real estate  described  above (all
     referred to as "Property").

3.   SECURED DEBT AND FUTURE  ADVANCES.  The term "Secured  Debt" is' defined as
     follows:

     A.   Debt incurred under the terms of all promissory note(s),  contract(s),
          guaranty(ies)  or other evidence of debt described below and all their
          extensions,   renewals,   modifications   or   substitutions.    (When
          referencing  the debts below it is  suggested  that you include  items
          such as borrowers'  names,  note  amounts,  interest  rates,  maturity
          dates, etc.)
          ONE CERTAIN PROMISSORY NOTEDATED JANUARY 29, 2004 IN THE PRINCIPAL SUM
          OF $2,000,000.00,  EXECUTED BY MILLION DOLLAR SALOON, INC., PAYABLE TO
          THE ORDER OF  CITIZENS  NATIONAL  BANK IN  WAXAHACHIE.  MATURITY  DATE
          JANUARY 29, 2019.
     B.   All future advances from Lender to Grantor or other future obligations
          of Grantor to Lender under any promissory note, contract, guaranty, or
          other  evidence of debt  existing now or executed  after this Security
          Instrument  whether or not this Security  Instrument  is  specifically
          referenced.  If more than one person signs this  Security  Instrument,
          each  Grantor  agrees that this  Security  Instrument  will secure all
          future advances and future  obligations  that are given to or incurred
          by any one or more Grantor, or any one or more Grantor and others. All
          future  advances  and other  future  obligations  are  secured by this
          Security  Instrument  even though all or part may not yet be advanced.
          All future  advances  and other future  obligations  are secured as if
          made  on the  date  of  this  Security  Instrument.  Nothing  in  this
          Security-  Instrument shall constitute a commitment to make additional
          or future loans or advances in any amount. Any such commitment must be
          agreed to in a separate writing.
     C.   All obligations  Grantor owes to Lender,  which now exist or may later
          arise, to the extent not prohibited by law, including, but not limited
          to,  liabilities  for  overdrafts  relating  to  any  deposit  account
          agreement between Grantor and Lender.
     D.   All  additional  sums  advanced  and  expenses  incurred by Lender for
          insuring,  preserving  or  otherwise  protecting  the Property and its
          value and any other sums  advanced  and  expenses  incurred  by Lender
          under the terms of this Security Instrument.  This Security Instrument
          will not secure any other  debt if Lender  fails to give any  required
          notice of the right of rescission.

4.   PAYMENTS.  Grantor  agrees that all payments under the Secured Debt will be
     paid when due and in accordance with the terms of the Secured Debt and this
     Security Instrument.

5.   WARRANTY OF TITLE.  Grantor  warrants  that  Grantor is or will be lawfully
     seized of the estate conveyed by this Security Instrument and has the right
     to irrevocably  grant,  convey and sell the Property to Trustee,  in trust,
     with  power  of  sale.   Grantor  also   warrants   that  the  Property  is
     unencumbered,  except  for  encumbrances  of  record  and any  encumbrances
     expressly approved by Lender in writing.

6.   PRIOR SECURITY INTERESTS. With regard to any other mortgage, deed of trust,
     security  agreement or other lien  document  that created a prior  security
     interest or encumbrance on the Property, Grantor agrees:

     A.   To make  all  payments  when due and to  perform  or  comply  with all
          covenants.
     B.   To promptly  deliver to Lender any notices that Grantor  receives from
          the holder.
     C.   Not to allow any  modification  or  extension  of, nor to request  any
          future  advances  under  any  note or  agreement  secured  by the lien
          document without Lender's prior written consent.

7.   CLAIMS  AGAINST  TITLE.  Grantor  will pay all taxes,  assessments,  liens,
     encumbrances,  lease payments,  ground rents, utilities,  and other charges
     relating to the Property when dud. Lender may require Grantor to provide to
     Lender  copies of all notices  that such  amounts are due and the  receipts
     evidencing  Grantor's.  payment.  Grantor will defend title to the Property
     against any claims that would impair the lien of this Security  Instrument.
     To the extent  permitted  by law,  Grantor  agrees to assign to Lender,  as
     requested  by Lender,  any  rights,  claims or  defenses  Grantor  may have
     against  parties who supply  labor or  materials to maintain or improve the
     Property.

8.   DUE ON SALE OR ENCUMBRANCE.  Lender may, at its option,  declare the entire
     balance of the Secured Debt, less any unearned  charges,  to be immediately
     due and payable  upon the creation of, or contract for the creation of, any
     lien, encumbrance,  transfer or sale of the Property. This right is subject
     to the restrictions  imposed by federal law (12 C.F.R. 591), as applicable.
     This covenant  shall run with the Property and shall remain in effect until
     the Secured Debt is paid in full and this Security Instrument is released.

<PAGE>

9.   TRANSFER OF AN INTEREST IN THE GRANTOR.  If Grantor is an entity other than
     a natural person (such as a corporation or other organization),  Lender may
     demand immediate payment if:
     A.   A beneficial interest in Grantor is sold or transferred.
     B.   There is a change in either  the  identity  or number of  members of a
          partnership or similar entity.
     C.   There is a change in  ownership  of more than 25 percent of the voting
          stock of a corporation or similar entity.
     However,  Lender may not demand  payment in the above  situations  if it is
     prohibited by law as of the date of this Security Instrument.



10.  ENTITY WARRANTIES AND REPRESENTATIONS. If Grantor is an entity other than a
     natural person (such as a corporation or other organization), Grantor makes
     to Lender the following warranties and representations which shall continue
     as long as the Secured Debt remains outstanding:
     A.   Grantor is duly organized and validly  existing in the Grantor's state
          of incorporation  or organization.  Grantor is.in good standing in all
          states in which Grantor transacts business. Grantor. has the power and
          authority  to own the  Property  and to carry on its  business  as now
          being  conducted  and, as  applicable,  is  qualified to do so in each
          state in which Grantor operates.
     B.   The execution, delivery and performance of this Security Instrument by
          Grantor and the  obligation  evidenced  by the Secured Debt are within
          the power of Grantor,  have been duly  authorized,  have  received all
          necessary governmental approval,.and will not violate any provision of
          law, or order of court or governmental agency.
     C.   Other than previously disclosed in writing to Lender,  Grantor has not
          changed  its name within the last ten years and has not used any other
          trade or fictitious  name.  Without  Lender's  prior written  consent,
          Grantor  does not and will not use any  other  name and will  preserve
          its, existing name, trade .names and franchises until the Secured Debt
          is satisfied.

11.  PROPERTY  CONDITION,  ALTERATIONS  AND  INSPECTION.  Grantor  will keep the
     Property  in good  condition  and make  all  repairs  that  are  reasonably
     necessary.  Grantor  shall not  commit or allow any waste,  impairment,  or
     deterioration  of the  Property.  Grantor  will keep the  Property  free of
     noxious weeds and grasses.  Grantor agrees that the nature of the occupancy
     and use  will not  substantially  change  without  Lender's  prior  written
     consent.  Grantor  will not permit any change in any  license,  restrictive
     covenant or easement without  Lender's prior written consent.  Grantor will
     notify Lender of all demands,  proceedings,  claims,  arid actions  against
     Grantor, and of any loss or damage to the Property.

     No  portion of the  Property  will be  removed,  demolished  or  materially
     altered without  Lender's prior written consent except that Grantor has the
     right to  remove  items of  personal  property  comprising  a.  part of the
     Property that become worn or obsolete, provided that such personal property
     is  replaced  with other  personal  property at least equal in value to the
     replaced personal property,  free from any title retention device, security
     agreement or other encumbrance.  Such replacement of personal property will
     be  deemed  subject  to the  security  interest  created  by this  Security
     Instrument.  Grantor shall not partition or subdivide the Property  without
     Lender's prior written consent.

     Lender or Lender's  agents may, at  Lender's  option,  peaceably  enter the
     Property at any reasonable time for the purpose of inspecting the Property.
     Lender  shall give  Grantor  notice at the time of or before an  inspection
     specifying a reasonable  purpose for the inspection.  Any inspection of the
     Property shall be entirely for Lender's  benefit and Grantor will in no way
     rely on Lender's inspection.

12.  AUTHORITY  TO PERFORM.  If Grantor  fails to perform any duty or any of the
     covenants contained in this Security Instrument, Lender may, without notice
     unless  otherwise  required by law,  perform or cause them to be performed.
     Grantor  appoints  Lender as attorney in fact to sign Grantor's name or pay
     any  amount  necessary  for  performance  to the extent  permitted  by law.
     Lender's  right to perform for Grantor  shall not create an  obligation  to
     perform,  and Lender's  failure to perform  will not  preclude  Lender from
     exercising  any of Lender's  other  rights  under the law or this  Security
     Instrument  to the extent  permitted by law. -If -any  construction  on the
     Property is discontinued or not carried on in a reasonable  manner,  Lender
     may take all steps necessary to protect Lender's  security  interest in the
     Property, including completion of the construction.

<PAGE>

13.  ASSIGNMENT  OF  LEASES  AND  RENTS.  Grantor  absolutely,  unconditionally,
     irrevocably and immediately  assigns,  grants and conveys to Lender all the
     right, title and interest in the following (Property).
     A.   Existing or future  leases,  subleases,  licenses,  guaranties and any
          other  written or verbal  agreements  for the use and occupancy of the
          Property,  including  but not limited to, any  .extensions,  renewals,
          modifications or replacements (Leases).
     B.   Rents,  issues and  profits,  including  but not limited to,  security
          deposits,  minimum rents,  percentage rents,  additional rents, common
          area maintenance  charges,  parking charges,  real estate taxes, other
          applicable taxes, insurance premium contributions,  liquidated damages
          following default,  cancellation premiums,  "loss of rents" insurance,
          guest receipts,  revenues,  royalties,  proceeds,  bonuses,  accounts,
          contract rights, general intangibles,  and all rights and claims which
          Grantor may have  that=in many way pertain to or are on account of the
          use or occupancy of the whole or any part of the Property (Rents).

     In the  event  any item  listed  as  Leases  or Rents is  determined  to be
     personal  property,  this  Assignment  will also be  regarded as a security
     agreement.

     Grantor  will  promptly  provide  Lender with copies of the Leases and will
     certify these Leases are true and correct copies.  The existing Leases will
     be provided on execution of the  Assignment,  and all future Leases and any
     other information with respect to these Leases will be provided immediately
     after they are  executed.  Lender  grants  Grantor a  revocable  license to
     collect,  receive,  enjoy  and use the Rents as long as  Grantor  is not in
     default.  Grantor's  default  automatically  and  immediately  revokes this
     license.  Grantor will not collect in advance any Rents due in future lease
     periods,  unless Grantor first obtains Lender's  written  consent.  Amounts
     collected will be applied at Lender's  discretion to the Secured Debts, the
     costs of  managing,  protecting  and  preserving  the  Property,  and other
     necessary expenses.  Upon default,  Grantor will receive any Rents in trust
     for Lender and Grantor will not  commingle  the Rents with any other funds.
     When Lender so directs,  Grantor  will  endorse and deliver any payments of
     Rents from the Property to Lender.  Grantor  agrees that Lender will not be
     considered  to be a  mortgagee-in-possession  by  executing  this  Security
     Instrument or by collecting or receiving payments on the Secured Debts, but
     only may  become  a  mortgagee-in-possession  after  Grantor's  license  to
     collect,  receive,  enjoy  and  use the  Rents  is  revoked  by  Lender  or
     automatically  revoked  on  Grantor's  default,  and  Lender  takes  actual
     possession  of  the  Property.  Consequently,  until  Lender  takes  actual
     possession of the Property, Lender is not obligated to perform or discharge
     any obligation of Grantor under the Leases,  appear in or defend any action
     or  proceeding  relating to the Rents,  the Leases or the  Property,  or be
     liable  in any way for any  injury or  damage  to any  person  or  property
     sustained  in or about the  Property.  Grantor  agrees  that this  Security
     Instrument  is  immediately  effective  between.  Grantor  and  Lender  and
     effective as to third parties on the recording of this Assignment.

     As long as this  Assignment is in effect,  Grantor  warrants and represents
     that no default  exists under the Leases,  and -the parties  subject to the
     Leases  have not  violated  any  applicable  law on  leases,  licenses  and
     landlords and tenants.  Grantor,  at its sole cost and expense,  will keep,
     observe and perform,  and require all other parties to the Leases to comply
     with the  Leases  and any  applicable  law.  If Grantor or any party to the
     Lease defaults or fails to observe anyapplicable law, Grantor will promptly
     notify Lender.  If Grantor  neglects or refuses to enforce  compliance with
     the terms of the Leases,  then Lender  may,  at  Lender's  option,  enforce
     compliance,

     Grantor will not sublet,  modify,  extend,  cancel,  or otherwise alter the
     Leases,  or accept  the  surrender  of the  Property  covered by the Leases
     (unless the Leases so require) without Lender's  consent.  Grantor will not
     assign,  compromise,  subordinate  or encumber the Leases and Rents without
     Lender's prior written consent. Lender does not assume or become liable for
     the Property's maintenance,  depreciation,  or other losses or damages when
     Lender acts to manage, protect or preserve the Property,  except for losses
     and  damages  due  to  Lender's  gross  negligence  or  intentional  torts.
     Otherwise,  Grantor will indemnify Lender and hold  Lender,harmless for all
     liability,  loss or damage  that  Lender  may  incur  when  Lender  opts to
     exercise any of its remedies against any party obligated under the Leases.

14.  LEASEHOLDS;  CONDOMINIUMS;  PLANNED 'UNIT  DEVELOPMENTS.  Grantor agrees to
     comply with the provisions of any lease if this Security Instrument is on a
     leasehold.  If the Property  includes a unit in a condominium  or a planned
     unit  development,  Grantor will perform all of Grantor's  duties under the
     covenants,  by-laws,  or  regulations  of the  condominium  or planned unit
     development.

<PAGE>

15.  DEFAULT.  Grantor will be in default if any of the  following  occur:
     *see additional language paragraph 31    Additional term*
     A.   Any party  obligated  on the Secured  Debt fails to make  payment when
          due;
     B.   A breach of any term or covenant in this  Security  Instrument  or any
          other  document  executed  for the  purpose of  creating,  securing or
          guarantying the Secured Debt;
     C.   The making or  furnishing  of any  verbal or  written  representation,
          statement  or  warranty to Lender  that is false or  incorrect  in any
          material  respect by Grantor or any person or entity  obligated on the
          Secured Debt;
     D.   The death,  dissolution,  or insolvency of,  appointment of a receiver
          for, or  application of any debtor relief law to, Grantor or any other
          person or entity obligated on the Secured Debt;
     E.   A good faith belief by Lender at any time that Lender is insecure with
          respect to any person or entity  obligated on the Secured Debt or that
          the  prospect of any payment is impaired or the value of the  Property
          is impaired;
     F.   A material adverse change in Grantor's business  including  ownership,
          management,  and  financial  conditions,  which  Lender in its opinion
          believes impairs the'value of the Property or repayment of the Secured
          Debt; or
     G.   Any loan  proceeds  are used for a  purpose  that will  contribute  to
          excessive  erosion of highly  erodible  land or to the  conversion  of
          wetlands to produce an agricultural commodity, as further explained in
          7 C.F.R. Part 1940, Subpart G, Exhibit M.

16.  REMEDIES ON DEFAULT. In some instances,  federal and state law will require
     Lender to  provide  Grantor  with  notice  of the  right to cure,  or other
     notices and may establish time schedules for foreclosure  actions.  Subject
     to these  limitations,  if any,  Lender may accelerate the Secured Debt and
     foreclose this Security  Instrument in a manner  provided by law if Grantor
     is in default.

     At the option of Lender,  all or any part of the agreed  fees and  charges,
     accrued  interest and principal  shall become  immediately due and payable,
     after giving notice if required by law, upon the occurrence of a default or
     anytime  thereafter.  In  addition,  Lender  shall be  entitled  to all the
     remedies  provided by law,  the terms of the Secured  Debt,  this  Security
     Instrument and any related  documents,  including without  limitation,  the
     power to sell the Property.

     In the  event of  default,  it shall  be the  duty of the  Trustee,  at the
     request of Lender  (which  request  is hereby  conclusively  presumed),  to
     invoke  power of sale as required by Section  51.002 of the Texas  Property
     Code, as then amended.  Trustee shall  advertise and sell the Property as a
     whole or in separate  parcels at public  auction to the highest  bidder for
     cash and  convey  indefeasible  title to the  Property  with  covenants  of
     general  warranty.  Trustee  shall give notice of sale  including the time,
     terms and place of sale and a  description  of the  Property  to be sold as
     required by the applicable law in effect at the time of the proposed sale.

     To the extent permitted by law, a mortgage servicer on behalf of Lender may
     manage  information  regarding  Grantor's  last  known  address,  appoint a
     trustee or substitute trustee,  including,  without limitation, a perpetual
     substitute  trustee,  and  administer  all  aspects  of  a  foreclosure  as
     authorized in this Security  Instrument  or by applicable  law.  Lender may
     include, without limitation, a book entry system to the extent permitted by
     law.

     Upon sale of the Property and to the extent not prohibited by law,  Trustee
     shall  make  and  deliver  a  deed  to  the  Property  sold  which  conveys
     indefeasible title to the purchaser,  without warranty or with covenants or
     special or general warranty from Grantor as determined by the Trustee,  and
     after first  paying all fees,  charges  and costs,  shall pay to Lender all
     moneys advanced for repairs, taxes, insurance, liens, assessments and prior
     encumbrances  and interest  thereon,  and the principal and interest on the
     Secured Debt, paying the surplus,  if any, to Grantor,  Lender may purchase
     the Property.  The recitals in any deed of conveyance  shall be prima facie
     evidence of the facts set forth therein to the extent permitted by law.

     All remedies are distinct,  cumulative and not exclusive, and the Lender is
     entitled  to  all  remedies  provided  at  law or  equity,  whether  or not
     expressly  set forth to the extent  permitted  by law.  The  acceptance  by
     Lender of any sum in payment or partial  payment on the Secured  Debt after
     the balance is due or is accelerated or after  foreclosure  proceedings are
     filed shall not  constitute a waiver of Lender's  right to require full and
     complete  cure of any existing  default to the extent  permitted by law. By
     not  exercising  any remedy on  Grantor's  default,  Lender  does not waive
     Lender's  right to later  consider  the event a default if it  continues or
     happens again to the extent permitted by law.

<PAGE>

17.  FORECLOSURE.  In the  event a  foreclosure  under  power of sale  should be
     commenced  by the  Trustee,  Lender may at any time  before the sale of the
     Property  direct the  Trustee to abandon the sale,  and may then  institute
     suit for the collection of the  Secured-Debt and for Vie foreclosure of the
     lien of this  Security  Instrument.  It is  further  agreed  that if Lender
     should  institute a suit for the  collection of the Secured Debt, and for a
     foreclosure of the lien of this Security Instrument, that Lender may at any
     time before .the entry of a final  judgment in said suit  dismiss the same,
     and  require  the  Trustee  to sell the  Property  in  accordance  with the
     provisions  of  this  Security  Instrument.  Lender,  if it is the  highest
     bidder,  shall have the right to purchase at any sale of the Property,  and
     to have the amount for which such  Property is sold credited on the Secured
     Debt.

18.  EXPENSES; ADVANCES ON COVENANTS;  ATTORNEYS' FEES; COLLECTION COSTS. Except
     when prohibited by law,  Grantor agrees to pay all of Lender's  expenses if
     Grantor  breaches any covenant in this Security  Instrument.  Grantor will.
     also pay on demand any amount incurred by Lender for insuring,  inspecting,
     preserving  or otherwise  protecting  the  Property  and Lender's  security
     interest.  These  expenses  dill bear interest from the date of the payment
     until paid in full at the  highest  interest  rate in effect as provided in
     the terms of the Secured Debt. Grantor agrees to pay all costs and expenses
     incurred by Lender in collecting, enforcing or protecting Lender's., rights
     and remedies under this Security  Instrument.  This amount may include, but
     is not limited to,  attorneys' fees, court costs, and other legal expenses.
     This Security  Instrument  shall remain in effect until  released.  Grantor
     agrees to pay for any recordation costs of such release.

19.  ENVIRONMENTAL LAWS AND HAZARDOUS  SUBSTANCES.  As used in this section, (1)
     Environmental   Law   means,   without   limitation,    the   Comprehensive
     Environmental  Response,  Compensation and Liability Act (CERCLA, 42 U.S.C.
     9601 et seq.),  all other  federal,  state  and  local  laws,  regulations,
     ordinances, court orders, attorney general opinions or interpretive letters
     concerning the public health, safety,  welfare,  environment or a hazardous
     substance;  and (2) Hazardous  Substance  means any toxic,  radioactive  or
     hazardous   material,   waste,   pollutant   or   contaminant   which   has
     characteristics   which  render  the  substance  dangerous  or  potentially
     dangerous to the public health, safety,  welfare or environment.  The terra
     includes,   without  limitation,   any  substances  defined  as  "hazardous
     material," "toxic substances,"  "hazardous waste" or "hazardous  substance"
     under any Environmental Law.
     Grantor represents, warrants and agrees that:
     A.   Except as previously  disclosed and acknowledged in writing to Lender,
          no Hazardous Substance has been,. is, or will be located, transported,
          manufactured,  treated, refined, or handled by any person on, under or
          about the Property,  except in the ordinary  course of business and in
          strict compliance with all applicable Environmental Law.
     B.   Except as previously  disclosed and acknowledged in writing to Lender,
          Grantor  has not and will not  cause,  contribute  to, or  permit  the
          release of any Hazardous Substance on the Property.
     C.   Grantor will immediately  notify Lender if (1) a release or threatened
          release of Hazardous  Substance occurs on, under or about the Property
          or migrates or threatens to migrate from nearby property; or (2) there
          is a violation of any  Environmental  Law concerning the Property.  In
          such an event,  Grantor  will take all  necessary  remedial  action in
          accordance with Environmental Law.
     D.   Except as previously  disclosed and acknowledged in writing to Lender,
          Grantor has no knowledge of or reason to believe  there is any pending
          or  threat  enecl;investigation,  claim,  or  proceeding  of any  kind
          relating to (1) any  Hazardous  Substance  located on,  under or about
          the-Property;  or (2) any  violation  by  Grantor or any tenant of any
          Environmental  Law. Grantor will immediately  notify Lender in writing
          as soon as Grantor has reason to believe  there is any such pending or
          threatened  investigation,  claim,  or  proceeding.  In such an event,
          Lender has the right,  but not the  obligation,  to participate in any
          such proceeding including the right to receive copies of any documents
          relating to such proceedings.
     E.   Except as previously  disclosed and acknowledged in writing to Lender,
          Grantor  and every  tenant  have  been,  are and shall  remain in full
          compliance with any applicable Environmental Law.
     F.   Except as previously disclosed and acknowledged in ,writing to Lender,
          there are no underground  storage  tanks,  private dumps or open wells
          located on or under  the~Property  and no such tank, dump or well will
          be added unless Lender first consents in writing.
     G.   Grantor will  regularly  inspect the Property,  monitor the activities
          and operations on the Property, and confirm that all permits, licenses
          or approvals required by any applicable Environmental Law are obtained
          and complied with.
     H.   Grantor will permit, or cause any tenant to permit,  Lenderor~Lender's
          agent to enter and inspect the Property and review all records at any:
          reasonable time to determine (1) the existence, location and nature of
          any  Hazardous  Substance  on,  under or about the  Property;  (2) the
          existence,  location, nature, and magnitude of any Hazardous Substance
          that has-been released on, under or about the Property; or (3) whether
          or not  Grantor  and any  tenant  are in  compliance  with  applicable
          Environmental Law.

<PAGE>

     I.   Upon Lender's  request and at any time,  Grantor agrees,  at Grantor's
          expense,  to engage a qualified  environmental  engineer to prepare an
          environmental  audit of the Property and to submit the results of such
          audit to Lender.  The choice of the  environmental  engineer  who will
          perform such audit is subject to Lender's approval.
     J.   Lender  has the right,  but not the  obligation,  to  perform  tiny of
          Grantor's obligations under this section at Grantor's expense.
     K.   As a  consequence  of any breach of any  representation,  warranty  or
          promise  made in this  section,  (1) Grantor will  indemnify  and hold
          Lender and Lender's  successors  or assigns  harmless from and against
          all losses, claims, demands,  liabilities,  damages, cleanup, response
          and  remediation  costs,  penalties  and expenses,  including  without
          limitation all costs of litigation and attorneys'  fees,  which Lender
          and Lender's  successors  or assigns may sustain;  and (2) at Lender's
          discretion,  Lender may release this Security Instrument and in return
          Grantor will provide Lender with collateral of at least equal value to
          the Property secured by this Security  Instrument without prejudice to
          any of Lender's rights under this Security Instrument.
     L.   Notwithstanding  any  of  the  language  contained  in  this  Security
          Instrument  to the  contrary,  the terms of this section shall survive
          any foreclosure or satisfaction of this Security Instrument regardless
          of any passage of title to Lender or any  disposition by Lender of any
          or all of the  Property.  Any claims and  defenses to the contrary are
          hereby waived,

20.  CONDEMNATION.  Grantor  will give  Lender  prompt  notice of any pending or
     threatened action, by private or public entities to purchase or take any or
     all of the Property  through  condemnation,  eminent  domain,  or any other
     means.  Grantor  authorizes Lender to intervene in Grantor's name in any of
     the above  described  actions  or claims to the  extent  permitted  by law.
     Grantor  assigns to Lender the  proceeds  of any award or claim for damages
     connected  with a  condemnation  or other  taking of all or any part of the
     Property to the extent  permitted by law, Such proceeds shall be considered
     payments and will be applied as provided in this Security Instrument.  This
     assignment of proceeds is subject to the terms of any prior mortgage,  deed
     of trust, security agreement or other lien document.

21.  ESCROW FOR TAXES AND  INSURANCE.  Unless  otherwise  provided in a separate
     agreement,  Grantor  will not be required to pay to Lender  funds for taxes
     and insurance in escrow.

22.  FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS.  Grantor will provide to Lender
     upon  request,  any  financial  statement  or  information  Lander may deem
     reasonably  necessary.  Grantor  agrees  to  sign,  deliver,  and  file any
     additional  documents or certifications  that Lender may consider necessary
     to  perfect,  continue,  and  preserve  Grantor's  obligations  under  this
     Security Instrument and Lender's lien status on the Property.

23.  JOINT AND INDIVIDUAL LIABILITY;  CO-SIGNERS;  SUCCESSORS AND ASSIGNS BOUND.
     All duties under this  Security  Instrument  are joint and  individual.  If
     Grantor  signs this  Security  Instrument  but does not sign an evidence of
     debt,  Grantor does so only to mortgage  Grantor's interest in the Property
     to secure  payment of the  Secured  Debt and  Grantor  does not agree to be
     personally  responsible  regarding  the  Secured  Debt.  If  this  Security
     Instrument secures a guaranty between Lender and Grantor, Grantor agrees to
     waive any rights that may prevent Lender from bringing any .action or claim
     against  Grantor or any party indebted under the  obligation.  These rights
     may, to the extent permitted by law,  include,  but are not limited to, any
     anti-deficiency  or  one-action  laws.  Grantor  agrees that Lender and any
     party to this Security Instrument may extend,  modify or make any change in
     the terms of this  Security  Instrument  or any  evidence  of debt  without
     Grantor's consent. Such a change will not release Grantor from the terms of
     this  Security  Instrument.  The  duties  and  benefits  of  this  Security
     Instrument shall bind and benefit the successors and assigns of Grantor and
     Lender.

24.  APPLICABLE LAW; SEVERABILITY;  INTERPRETATION.  This Security Instrument is
     governed by the laws of the jurisdiction in which Lender is located, except
     to the extent otherwise  required by the laws of the jurisdiction where the
     Property  is  located.  This  Security  Instrument  is  complete  and fully
     integrated. This Security Instrument may not be amended or modified by oral
     agreement.  Any section in this Security  Instrument,  attachments,  or any
     agreement  related to the Secured Debt that conflicts with  applicable 'law
     will not be effective,  unless that law expressly or impliedly  permits the
     variations by written agreement. If any section of this Security Instrument
     cannot be enforced according to its terms, that section will be severed and
     will not  affect  the  enforceability  of the  remainder  of this  Security
     Instrument.  Whenever  used,  the singular shall include the plural and the
     plural the  singular.  The  captions  and  headings of the sections of this
     Security  Instrument  are for  convenience  only  and are not to be used to
     interpret or define the terms of this Security Instrument.  'lime is of the
     essence in this Security Instrument,

<PAGE>

25.  SUCCESSOR TRUSTEE. Lender, at Lender's option, may from time to time remove
     Trustee and appoint a successor  trustee  without any other  formality than
     the--designation in writing.  The successor trustee,  without conveyance of
     the Property,  shall succeed to all the title,  power and duties  conferred
     upon Trustee by this Security Instrument and applicable law.

26.  NOTICE.  Unless  otherwise  required by law,  any notice  shall be given by
     delivering  it or by  mailing  it by first  class  mail to the  appropriate
     party's  address  on page 1 of this  Security  Instrument,  or to any other
     address  designated in writing.  Notice to one grantor will be deemed to be
     notice to all grantors.

27.  LEGAL COMPLIANCE.  It is the intention of Grantor and,Lender to comply with
     applicable  law.  In each and every  instance,  the rights of  Grantor  and
     Lender shall be limited by applicable  law (to the extent such laws may not
     be effectively  waived),  construed so as to comply with such laws, and the
     rights of the Grantor and Lender may not be exercised  except to the extent
     permitted by applicable law.

     In no event shall any provision of this Security  Instrument or-the Secured
     Debt,  charge or receipt ever  obligate  Grantor to pay, or allow Lender to
     collect,  interest or other charges on the Secured Debt at a rate or amount
     greater than the maximum rate or amount permitted by applicable law. In the
     event that any law is interpreted  so that any contract,  charge or receipt
     violates  such law by reason of the  acceleration  of the  Secured  Debt or
     other contingency or even whatsoever,  such contract,  charge or receipt is
     hereby  automatically  adjusted to eliminate such violation.  To the extent
     permitted  by law,  any  amounts  paid to Lender  in excess of the  amounts
     permitted by applicable law shall, at Lender's option, be applied to reduce
     amounts  owed  or  owing  or  refunded  to  Grantor,  If a  refund  reduces
     principal,  the reduction will be treated as a partial  prepayment.  To the
     extent permitted by law, any curative measures made by Lender shall further
     absolve Lender of any liability regarding the same,

     All  contracts,  charges  and  receipts  between  Grantor  and  Lender  are
     expressly  limited so that any loan  charges or fees (other than  interest)
     contracted for;  charged or received with respect to Grantor,  any owner or
     the spouse of any owner of the Property in connection with the origination,
     evaluation,  maintenance,  recording,  insuring or servicing of the Secured
     Debt shall not exceed,  in the  aggregate,  the highest  amount  allowed by
     applicable law.

28.  WAIVERS.  Except  to the  extent  prohibited  by law,  Grantor  waives  all
     appraisement relating to the. Property.

29.  U.C.C. PROVISIONS.  If checked, the following are applicable to, but do not
     limit, this Security Instrument:

     [_]  Construction  Loan.  This  Security  Instrument  secures an obligation
          incurred for the construction of an improvement on the Property.

     [_]  Fixture  Filing.  Grantor grants to Lender a security  interest in all
          goods  that  Grantor  owns now or in the  future  and that are or will
          become fixtures related to the Property,

     [_]  Crops; Timber; Minerals;  Rents, Issues and Profits. Grantor grants to
          Lender a security interest in all crops,  timber, and minerals located
          on the  Property  as well as all rents,  issues,  and  profits of them
          including,  but not limited to, all Conservation Reserve Program (CRP)
          and Payment in Kind (PIK) payments arid similar governmental  programs
          (all of which shall also be included in the term "Property").

     [_]  Personal Property. Grantor grants to Lender a security interest in all
          personal property located on or connected with the Property, including
          all  farm  products,   inventory,   equipment,   accounts,  documents,
          instruments,  chattel paper, general intangibles,  and all other items
          of personal  property  Grantor  owns now or in the future and that are
          used or useful in the construction,  ownership, operation, management,
          or maintenance of the Property (all of which shall also be included in
          the  term  "Property").  The  term  "personal  property"  specifically
          excludes  that  property  described as  "household  goods"  secured in
          connection  with a  "consumer"  loan as those  terms  are  defined  in
          applicable federal  regulations  governing unfair and deceptive credit
          practices.

     [X]  Filing As  Financing.Staternent.  Grantor agrees and acknowledges that
          this Security  Instrument  also suffices as a financing  statement and
          any carbon,  photographic or other reproduction may be filed of record
          for purposes of Article 9 of the Uniform Commercial Code.

<PAGE>

30.  COLLATERAL PROTECTION INSURANCE NOTICE AND REQUIREMENTS.  Grantor agrees to
     maintain insurance as follows:

     A.   Grantor shall keep the Property  insured against loss by fire,  flood,
          theft  and other  hazards  and risks  reasonably  associated  with the
          Property  due to its type and  location.  Grantor must  maintain  this
          insurance  in the amounts and for the periods  that Lender  reasonably
          requires,  but in no event in  excess of the  replacement  cost of the
          improvements.  Grantor may furnish required insurance coverage through
          an existing policy of insurance that is owned or controlled by Grantor
          or  may  obtain  required  insurance  through  any  insurance  company
          authorized  to do  business  in Texas  or an  eligible  surplus  lines
          insurer to the extent permitted by law, subject to Lender's  approval,
          which shall not be  unreasonably  withheld.  The  insurance  must name
          Lender as loss payee under the policy.  Grantor must deliver a copy of
          the insurance and proof of payment to Grantor.  Lender's  requirements
          for property  insurance may change during the term of the Secured Debt
          to the extent  permitted by law. If Grantor fails to meet any of these
          requirements,  Lender may, to the extent  permitted by law, but is not
          required to,  obtain at Grantor's  expense  insurance  that will cover
          either the replacement  cost of the  improvements or the amount of the
          unpaid  indebtedness if less,  subject to policy limits. To the extent
          permitted by law,  amounts  expended  together  with  interest on such
          amounts and other charges  actually  incurred shall be due and payable
          upon demand or as  otherwise  permitted  by  applicable  law.  Grantor
          acknowledges  that the cost of insurance  coverage  obtained by Lender
          might be  significantly  greater  than the cost of  insurance  Grantor
          could have obtained.

          All insurance  policies and renewals shall be acceptable to Lender and
          shall  include a standard  "mortgage  clause" and,  where  applicable,
          "loss  payee  clause."  Grantor  shall  immediately  notify  Lender of
          cancellation  or termination  of the insurance.  Lender shall have the
          right to hold the policies and renewals.  If Lender requires,  Grantor
          shall  immediately  give to Lender all  receipts of paid  premiums and
          renewal notices. Upon loss, Grantor shall give immediate notice to the
          insurance  carrier  and  Lender.  Lender may make proof of loss if not
          made immediately by Grantor.

          Unless  otherwise agreed in writing,  all insurance  proceeds shall be
          applied to the restoration or repair of the Property or to the Secured
          Debt,  whether or not then due, at Lender's option. Any application of
          proceeds to  principal  shall not extend .or  postpone the due date of
          the  scheduled  payment  nor change  the amount of any  payment to the
          extent  permitted by law. Arty excess will be paid to the Grantor.  If
          the Property .is acquired by Lender,  Grantor's right to any insurance
          policies and proceeds resulting from damage to the Property before the
          acquisition  shall  pass to Lender to the extent of the  Secured  Debt
          immediately before the acquisition to the extent permitted by law.

     B.   Grantor agrees to maintain  comprehensive  general liability insurance
          naming  Lender as an  additional  insured in an amount  acceptable  to
          Lender,   insuring  against,  claims  arising  from  any  accident  or
          occurrence in or on the Property,

     C.   Grantor  agrees  to  maintain  rental  loss or  business  interruption
          insurance,  as  required  by  Lender,  in an amount  equal to at least
          coverage of one year's  debt  service,  and  required  escrow  account
          deposits (if agreed to separately in writing),  under a form of policy
          acceptable to Lender.

     [_]  Notice Regarding Junior-Lien Transactions. Required property insurance
          being sold by or through the Lender in connection with closing is at a
          premium or rate of charge not fixed or  approved by the State Board of
          Insurance.

31.  OTHER TERMS.  If checked,  the  following  are  applicable to this Security
     Instrument:

     [_]  Line of Credit.  The Secured Debt includes a revolving  line of credit
          provision. Although the Secured Debt may be reduced to a zero balance,
          this Security Instrument will remain in effect until released.

     [_]  Agricultural  Property.   Grantor  covenants  and  warrants  that  the
          Property will be used principally for agricultural or farming purposes
          and  that  Grantor  is  an  individual   or  entity   allowed  to  own
          agricultural land as specified by law.

     [_]  Separate  Assignment.  The  Grantor  has  executed  or will  execute a
          separate assignment of leases and rents, If the separate assignment of
          leases and rents is properly executed and recorded,  then the separate
          assignment  will supersede this Security  Instrument's  "Assignment of
          Leases and Rents" section.

     [X]  Additional  Terms. THE NOTE HEREIN SECURED IS ADDITIONAL  SECURED BY A
          DEED OF TRUST DATED  JANUARY  29,  2004,  EXECUTED  BY FURRH,  INC. TO
          CITIZENS NATIONAL BANK IN WAXAHACHIE,  FILED FOR RECORD IN THE DEED OF
          TRUST RECORDS OF DALLAS COUNTY, TEXAS.

<PAGE>

     Language to be added to paragraph 16:.

     "Lender will provide  Grantor  written notice and a period of ten (10) days
     after  the  giving  of such  written  notice  for the  Grantor  to cure any
     defaults;  however,  the Lender will not be required to give such notice or
     an  opportunity  to cure more  than  twice  during  any  twelve  (12).month
     consecutive  period.  For purposes of this provision  only,  notice must be
     actually  received  by Grantor  and Para.  26 of the Deed of Trust does not
     apply."

SIGNATURES:  By  signing  below,  Grantor  agrees  to the  terms  and  covenants
contained  in this  Security  Instrument  and in any  attachments.  Grantor also
acknowledges receipt of a copy of this Security Instrument on the date stated on
page 1.

     THIS  WRITTEN  LOAN  AGREEMENT  REPRESENTS  THE  FINAL  AGREEMENT
     BETWEEN THE PARTIES  AND MAY NOT BE  CONTRADICTED  BY EVIDENCE OF
     PRIOR,  CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL  AGREEMENTS OF THE
     PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     The  parties'  signatures  below  indicate  agreement  with the  statements
     contained within this box.



Entity Name: MILLION DOLLAR SALOON, INC.
             ---------------------------

/s/ Nick Mehmeti                     1-29-04
--------------------------------------------
(Signature) NICK MEHMETI, PRESIDENT   (Date)



--------------------------------------------------------------------------------
(Signature) (Date( (Signature) (Date)


<PAGE>


ACKNOWLEDGMENT:

STATE OF                               ,COUNTY OF                          } ss.
        -------------------------------          --------------------------


(Individual)
This instrument was acknowledged before me this     day of
                                               -----      ----------------------
by
  ------------------------------------------------------------------------------
My commission expires:

                                              ----------------------------------
                                                       (Notary Public)

(Business
or Entity
Acknowledgment)

This instrument was acknowledged before me this 29TH day of  JANUARY, 2004
                                                ----        --------------------
by  NICK MEHMETI, PRESIDENT
  ------------------------------------------------------------------------------
                                                                      (Title(s))
---------------------------------------------------------------------

of MILLION DOLLAR SALOON, INC                       (Name of Business or Entity)
----------------------------------------------------

a NEVADA' CORPORATION                       on behalf of the business or entity.
--------------------------------------------


My commission expires: February 19, 2005
                                                   MARTHA J. EHRLE
                                        ----------------------------------------
                                                   (Notary Public)

<PAGE>

                                   EXHIBIT "A"

BEING a lot,  tract or parcel of land  situated  in the  JOHN.  L. HUNT  SURVEY,
ABSTRACT NO, 588,  Dallas  County,  Texas and being a pail of that same tract of
land  conveyed  to ONE  STEMMONS  LAND  LIMITED  PARTNERSHIP,  a  Texas  limited
partnership,  recorded in Volume  96137,  Page 829 of the Deed Records of Dallas
County,  Texas, and being a strip of land approximately 37.5 feet by 582 feet of
TWO STEMMONS LAND LIMITED  PARTNERSHIP  recorded in Volume 96137, Page 838, Deed
Records of Dallas  County,.Texas and being more particularly  described by metes
and bounds as follows:

BEGINNING at a point for comer in the center line of a 75 foot Drainage Easement
recorded in Volume 67009,  Page 979, Deed Records,  Dallas County,  Texas,  said
corner.  also lying in the East line of Goodnight Lane (50.0 foot right-of-way),
recorded in Volume  200205.8,  Page 00187 of the Plat Records of Dallas  County,
Texas;

THENCE Nocth,  along the East line of said  Goodnight  Lane,  passing a 5/8 inch
iron rod set for witness in the North line of said  Drainage  Easement and being
in the North line of said Two  Stemmons  tract and in the South line of said One
Stemmons  tract,  and  continuing in all a distance of 516.79 feet to a 5/8 inch
iron rod set in the East line of said Goodnight Lane;

THENCE  North 89 degrees 59 minutes 48 seconds  East,  and passing at a distance
approximately  of 99.66  feet the  Southwest  corner of Lot 2,  Block  1/6509 of
Centennial-Walnut  Hill  Addition,  an  Addition  to the City of Dallas,  Dallas
County,  according to the Map or Plat recorded in Volume 97215, Page 6253 of the
Plat Records of Dallas  County,  Texas,  and  continuing for a total distance of
562.22 feet to a '/z inch iron rod found at the Southeast  corner of said Lot 2,
said comer also lying in the West line of 1H 35H  (Stemmons  Freeway)  (variable
width right-of-way);

THENCE South 00 degrees 59 minutes 23 seconds East,  along the West line of said
IH 35E, a distance of 350:17 feet to a concrete monument found;

THENCE South 04 degrees 55 minutes 39 seconds East,  along the West line of said
1H 35E, passing at a distance of 118.98 feet a 5/8 inch iron rod set for witness
at the Northeast corner of Two Stemmons tract and at the Southeast comer of said
One  Stemmons  tract  and in  'the  North  line of said  Drainage  Easement  and
continuing  in all-1  distance of 159.74 feet to a point for comer in the center
of said Drainage Easement;

THENCE South 89 degrees .1 :5 minutes 23 seconds West,  along the center line of
said Drainage  Easement,  a distance of 582.04 feet to the POINT OF  .BEGINNING,
and CONTAINING 291,624.40 square feet or 6.695 acres of land.