LOAN AGREEMENT

               THIS  LOAN  AGREEMENT,  made  and  entered  into  this 1st day of
September,  1998 by and among INTRUST BANK, N.A. (herein referred to as "Bank"),
TENT Finance, Inc. , a Delaware corporation,  and Total Entertainment Restaurant
Corp., a Delaware  corporation (herein  collectively  referred to as "Borrower")
and the  Subsidiaries,  as defined  below  (herein  collectively  referred to as
"Guarantor").

                             WITNESSETH:

                             WHEREAS, Borrower has requested a revolving line of
credit in the amount of $20,000,000 from Bank; and

                             WHEREAS,  Bank has agreed to  provide  such line of
credit under certain terms and conditions; and

                             WHEREAS,   Guarantor   has   agreed  to   guarantee
Borrower's obligations to Bank and hypothecate its assets as additional security
for the line of credit.

                             NOW,  THEREFORE,  in consideration of the terms and
conditions contained herein, the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

                             1.1. Definitions.  When used in this Agreement, the
following terms shall have the following meanings:
 
                             (a)  "Accounts"  shall  mean  the  accounts  of the
Borrower and  Guarantor as that term is defined in the UCC.  "Accounts"  include
all receivables,  third-party claims, instruments,  documents, chattel paper and
executory contract rights

                             (b)  "Agreement"  shall  mean this  Loan  Agreement
together with all amendments and supplements hereto.

                             (c) "Capital Lease Excess" shall mean the amount by
which the total outstanding under all Capital Leases of Borrower or Guarantor on
a consolidated  basis,  exceeds the sum of one million dollars  ($1,000,000.00).
"Capital  Leases" shall mean leases of personal  property which are eligible for
capital treatment under generally accepted  accounting  principles  consistently
applied.

                             (d)  "Collateral"  shall mean all of Borrower's and
Guarantor's  right,  title and interest in its Accounts,  Contracts,  Equipment,
General  Intangibles  and Inventory  along with all Borrower's  and  Guarantor's
right, title and interest in its Restaurants,  including but not limited to, the
Real  Estate,  Leaseholds,  FF&E,  Accounts,   Contracts,  General  Intangibles,
Inventory,   Licenses  and  Permits  and  Trademark  Licenses  relating  to  the
Restaurants,  whether now owned or hereafter  acquired,  including  all proceeds
from the disposition or collection thereof.

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                             (e)   "Contracts"   shall   mean   all   contracts,
agreements and warranties governing the use, occupancy,  operation,  management,
name, or chain  affiliation and /or repair and service of a Restaurant,  and all
leases  and  occupancy  agreements,  and  all  amendments,   modifications,  and
supplements to any of the foregoing, of Borrower and Guarantor.
 
                             (f) "EBITDA" shall mean the aggregate of Borrower's
and Guarantor's  consolidated net income before interest  expense,  tax expense,
depreciation  expense and amortization  expense cumulated for the fifty two (52)
weeks  immediately  preceding  the  date  of  determination,   excluding  EBITDA
generated by any New Restaurant.

                             (g)  "EBITDA  Multiple"  shall  mean the factor 2.5
from the date of this  Agreement  until  March 31,  1999,  and the  factor  2.25
commencing April 1, 1999.

                             (h)  "Equipment"  shall mean Borrower's and each of
Guarantor's equipment as that term is defined in the UCC.
 
                             (i)  "Event  of   Default"   shall  mean  an  event
described in Article VII.

                             (j)  "Facility"  shall  mean the  revolving  credit
facility extended to Borrower by Bank evidenced by the Facility Note, as further
described in Section 2.1 hereof.

                             (k)  "FF&E"  shall  mean  Borrower's  and  each  of
Guarantor's  fixtures,  furnishings,  Equipment,  furniture  and other  items of
tangible personal property now or hereafter located in the Restaurant or used in
connection  with the  operation,  and the  maintenance of all or any part of the
Restaurant,  including, without limitation,  appliances,  machinery,  equipment,
signs, artwork,  furnishings, and specialized equipment for kitchens, laundries,
bars,  restaurants,  public rooms, linens,  dishware,  awnings,  shades, blinds,
floor  coverings,  hall  and  lobby  equipment,   heating,  lighting,  plumbing,
ventilating,    refrigerating,    incinerating,   elevators,   escalators,   air
conditioning and communication  systems,  security systems,  sprinkler  systems,
fire  prevention and  extinguishing  apparatus,  cash  registers,  computers and
related equipment, equipment for the maintenance, repair and cleaning of parking
areas, walks, driveways and common areas.

                             (l) "General Intangibles" shall mean Borrower's and
each of Guarantor's general intangibles as that term is defined in the UCC.

                             (m)   "Indebtedness"   shall  refer  to  all  debt,
including all contract, tort and statutory obligations of any nature of Borrower
or Guarantor to Bank of every kind and description,  direct or indirect, primary
or secondary,  secured or unsecured (including  overdrafts),  joint and several,
absolute or contingent, due or to become due, now existing or hereafter arising,
regardless of how it may be evidenced.

                             (n)  "Inventory"  shall mean Borrower's and each of
Guarantor's inventory as that term is defined in the UCC.

                             (o) "Leasehold" shall mean the interest of Borrower
or Guarantor  under any ground  lease or lease of  improvements,  including  the
leasehold  estate  created  thereby,  and the buildings,  structures,  fixtures,
additions, enlargements,  extensions,  modifications,  repairs, 

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replacements  and  improvements  now or  hereafter  located  thereon,  plus  all
modifications,  extensions and renewals of any lease and all credits,  deposits,
options, privileges and rights of Borrower or Guarantor as lessee under a lease,
including,  but not limited to, the right,  if any, to renew or extend the lease
for a  succeeding  term or terms;  all the  estates,  rights,  title,  claims or
demands  whatsoever  of Borrower  or  Guarantor  either in law or in equity,  in
possession or expectancy,  of, in and to the real estate covered by any lease or
improvements located thereon; and all easements,  rights-of-way, strips of land,
streets,  ways, alleys,  passages,  sewer rights,  water,  water courses,  water
rights and powers, air rights and development rights.

                             (p)  "Licenses & Permits"  shall mean all  building
permits,  certificates  of occupancy and other permits,  licenses,  memberships,
franchises,  contracts,  approvals and authorizations  necessary for Borrower or
Guarantor to own,  use,  occupy,  operate or maintain a  Restaurant  or any part
thereof as operated now or in the future, including any license required for the
service of alcoholic beverages.

                             (q) "Loan  Documents"  shall mean and refer to this
Agreement,  the Note, all mortgages or deeds of trust,  all security  agreements
and assignments, all guaranty agreements, and all other documents and agreements
required to be executed herein or executed  pursuant hereto,  and as any of them
may be extended, renewed, amended or supplemented from time to time.

                             (r) "National Prime Rate" shall mean the Prime Rate
as published in the Wall Street  Journal,  Money Rates Table,  as of the date of
any interest rate adjustment.

                             (s)  "Net  Worth"  shall  mean at any  date the net
worth of Borrower,  consolidated with Guarantor, including intangible assets not
to exceed $6,000,000, as determined under GAAP.

                             (t) "New Restaurant'  shall mean a Restaurant under
construction or in its first fiscal quarter of operation,  if the results of its
operation are not, and have not previously been,  included in Borrower's  EBITDA
calculation.

                             (u) "Note"  shall mean the Facility  Note,  and all
extensions, renewals, modifications or replacements thereof.

                             (v)   "Operating   Leases"  shall  mean  leases  of
personal or real  property by  Borrower  or  Guarantor,  the payment of which is
deducted  from the  results of  operations  of Borrower  or  Guarantor  prior to
calculation of EBITDA.

                             (w) "Real Estate"  shall mean the real estate,  all
buildings  or  improvements  situated  thereof,  together  with  all  easements,
servitudes, rights of way, sewer rights and all appurtenances whatsoever, in any
way now or  hereafter  belonging  to the real  estate and the rents,  issues and
profits thereof.

                             (x)  "Restaurant"  shall mean the Real  Estate,  if
owned by Borrower or Guarantor; any Leasehold interest of Borrower or Guarantor;
all improvements,  buildings,  structures and appurtenances  located on the Real
Estate or any  leasehold,  including  bars,  banquet,  

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meeting and other public rooms, garage and parking spaces, kitchens,  storerooms
and maintenance  workshops and all public grounds; and all Accounts,  Contracts,
General  Intangibles,   Inventory,   Licenses  and  Permits,   FF&E,  plans  and
specifications,  Trademark  Licenses  and all other  property  of every kind and
description  used  or  useful  in  the  ownership,   occupancy,  operation,  and
maintenance of the  restaurant as currently  operated or proposed to be operated
in the future,  together with any and all proceeds of the foregoing,  including,
without limitation, any and all cash and noncash consideration received from the
sale, exchange,  lease, collection or other disposition of any of the foregoing,
any payment  received  from any insurer or other person or entity as a result of
the destruction, loss, theft, damage or other involuntary conversion of whatever
nature of any of the  foregoing,  and all  replacements,  substitutions  for the
foregoing or assessions thereto.

                             (y)  "Subsidiaries"  shall mean on the date of this
Agreement,  the entities  identified  on Attachment  "A" hereto.  "Subsidiaries"
shall  further  include  all future  entities  owned in whole or in part by TENT
Finance,  Inc.  to  the  extent  such  entities  own  and  operate  Fox &  Hound
Restaurants,  Bailey's Sports Grilles, or other ventures financed in whole or in
part by proceeds of the Facility.

                             (z) "Trademark  Licenses"  shall mean all trademark
rights, trade names, trade name rights,  patents,  patent rights, and fictitious
name rights  necessary  to enable  Borrower or Guarantor to conduct its business
without  conflict  with the rights of others,  including  contracts  granting to
Borrower or  Guarantor  any right to use any  Trademark or name with regard to a
Restaurant or part thereof.

                             (aa) "UCC" shall mean the Uniform  Commercial  Code
as from  time to time in  effect in the  State of  Kansas.  

                                   ARTICLE II
                               NOTE AND SECURITY

                             Section  2.1.  FACILITY.  Pursuant to the terms and
conditions of this Agreement, Bank agrees to establish a Facility of $20,000,000
in favor of Borrower,  to be evidenced by a Facility  Note which shall mature on
October 1 , 2001. A copy of the Facility  Note is attached  hereto as Attachment
"B ". Advances  under the Facility will be made by Bank to Borrower from time to
time in accordance with the terms and conditions of this Agreement. All advances
shall be used by  Borrower  solely for the  purposes  set forth in  Section  2.4
hereof.

                             Section 2.2. TERMS OF PAYMENT ON FACILITY. Interest
on the Note,  or any advance  thereunder,  shall be adjusted on the first day of
each month to National Prime Rate as of such date less %. Accrued interest shall
be due on the first day of each month beginning October 1, 1998. Principal shall
be due and payable at maturity.

                             Section 2.3. LIMITATIONS ON THE FACILITY.  Borrower
may  borrow,  partially  or  wholly  repay  its  borrowings,  and  reborrow,  by
requesting advances from the Facility, so long as:

                             (a) The total Indebtedness owed Bank, including all
principal and accrued interest does not exceed the Facility at any one time;

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                             (b)  None  of the  terms  and  conditions  of  this
Agreement  are in  default  and Bank has not  determined  that  there has been a
material adverse change in the financial condition of Borrower on a consolidated
basis; or

                             (c) Neither  Borrower  nor  Guarantor is in default
under any loan, any other financial obligation, or any other material agreement.

                             (d)  The   advance,   when   aggregated   with  all
outstanding  Indebtedness  of  Borrower,  will not  result  in a  breach  of the
financial  covenants  set forth in Section 5.12  hereof,  as of the date of such
loan or advance hereunder; and

                             (e)  The   advance,   when   aggregated   with  all
outstanding  loans,  advances or loan  commitments  by Bank,  to Borrower (or to
other persons or entities  required by law to be aggregated with the outstanding
loans of  Borrower),  would not exceed  Bank's legal  lending  limit  determined
pursuant to federal  regulations  and issuances of the Office of the Comptroller
of the Currency, as of the date of such loan or advance hereunder.
 
                             Section 2.4. USE OF PROCEEDS. The proceeds from the
Facility shall be used for working capital and restaurant development, including
acquisition of furnishings,  fixtures,  equipment and leaseholds for Fox & Hound
restaurants, English Pub & Grille restaurants,  Bailey's Sports Grille , Baileys
Pub & Grille restaurants, or other ventures approved by Bank.

                             Section 2.5.  SECURITY.  As security for the entire
Indebtedness to Bank,  Borrower and Guarantor hereby pledge,  assign and grant a
first  security  interest in favor of Bank in the  Collateral  of  Borrower  and
Guarantor.  It is  acknowledged  that  Borrower  may  from  time  to  time  form
additional Subsidiaries for the purpose of operating additional locations.  From
the date of  formation  of such new  Subsidiary,  it shall be deemed a Guarantor
hereunder, subject to the terms and condition of this Agreement. Borrower agrees
to promptly notify Bank of the formation of any new Subsidiary and to cause such
Subsidiary  to deliver to Bank an  unlimited  guaranty of the  Indebtedness  and
other Loan Documents reasonably requested by Bank to grant and perfect in Bank a
first and prior security interest in the Collateral held by such new Subsidiary.

                             Section 2.6.  RENEWALS AND EXTENSIONS.  If no Event
of Default has  occurred  or is  continuing,  Borrower  shall have the option to
renew the Indebtedness outstanding under the Facility Note on its maturity date.
Such renewal shall be evidenced by a term note having a maturity date of October
1 , 2005 (the "Renewal Note"). Interest on the Renewal Note shall be adjusted on
the first day of each month to  National  Prime Rate as of such date less %. The
Renewal Note shall  provide for equal  installments  of  principal  and interest
commencing on November 1, 2001 and continuing each month thereafter as necessary
to fully  amortize the  Indebtedness  plus future  interest  over the term. As a
precondition  of such  renewal,  Borrower  and  Guarantor  agree to execute  and
deliver to Bank such  additional  documents as may be required by Bank to grant,
continue or perfect Bank's  interest in the  Collateral,  as it may exist at the
time of such renewal.
 
Any renewal, extension or modification of the Facility Note, or any advance made
pursuant to the terms of such note, or any other indebtedness which Borrower may
have with Bank in the future,  shall be subject to the terms of this  Agreement.
Except as expressly set forth  herein,  Bank is 

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under no obligation to renew any obligation when it matures.
 
                  ARTICLE III - REPRESENTATIONS AND WARRANTIES

                             Borrower  and   Guarantor   hereby   represent  and
warrant,  and so long as any  indebtedness  from  Borrower  to the Bank  remains
outstanding, continuously represents and warrants as follows:

                             Section   3.1.   LEGAL   STATUS.   Borrower   is  a
corporation duly organized and existing under the laws of the State of Delaware,
and is qualified to do business,  and is in good standing,  in all jurisdictions
in which it  conducts  its  business.  Guarantor  is an entity as  described  on
Attachment  "A",  organized and existing  under the laws set forth on Attachment
"A",  and  is  qualified  to do  business,  and  is in  good  standing,  in  all
jurisdictions in which it conducts its business.

                             Section   3.2.   NO   VIOLATION.   The  making  and
performance  by Borrower and  Guarantor of this  Agreement  does not violate any
provision  of law,  or result in a breach  of, or  constitute  a default  under,
Borrower's or  Guarantor's  articles of  incorporation  and bylaws,  or any Loan
Documents,  agreement,  indenture  or  other  instrument  to which  Borrower  or
Guarantor may be a party or by which it may be bound.

                             Section  3.3.  LITIGATION.  There are no pending or
threatened  actions or  proceedings  before any court or  administrative  agency
against  Borrower or any Guarantor  which would have a material  adverse  effect
upon the  financial  condition  or  results of  operations  of  Borrower  or any
Guarantor other than those heretofore disclosed to Bank in writing.

                             Section 3.4.  CORRECTNESS OF FINANCIAL  STATEMENTS.
The financial statements  heretofore and hereafter delivered by Borrower to Bank
present fairly the financial condition of Borrower, consolidated with Guarantor,
and  have  been  prepared  in  accordance  with  generally  accepted  accounting
principles  consistently  applied.  As  of  the  date  of  each  such  financial
statement, and since such date, there has been no material adverse change in the
financial  condition or results of operations of Borrower or Guarantor,  nor has
Borrower or Guarantor  mortgaged,  pledged or granted a security interest in, or
encumbered, any assets or properties since such date.

                             Section 3.5. AUTHORIZATION. The Loan Documents have
been duly  authorized,  executed and delivered by Borrower and Guarantor and are
the legal, valid and binding  obligations of Borrower and Guarantor  enforceable
in  accordance  with their  respective  terms except as rights to indemnity  and
contribution  contained in the Loan  Documents may be limited by applicable  law
and  except  as  enforceability  may  be  limited  by  bankruptcy,   insolvency,
moratorium and similar laws affecting creditors' rights.

                             Section 3.6. NO  SUBORDINATION.  The obligations of
Borrower and  Guarantor  under this  Agreement and the Loan  Documents,  are not
subordinated  in right of  payment  or in lien  priority  to any  obligation  of
Borrower or Guarantor.

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                             Section 3.7. PERMITS,  FRANCHISES.  The Borrower or
Guarantor,  as  applicable,  now  possesses,  and will  hereafter  possess,  all
Licenses and Permits and Trademark Licenses, except where the failure to possess
such  Licenses  and Permits  and  Trademark  Licenses  would not have a material
adverse  effect upon the  financial  condition or results of  operations  of the
Borrower or any Guarantor.

                             Section 3.8. YEAR 2000 COMPLIANT. Borrower and each
Guarantor has:

                             (a) Undertaken a detailed  inventory,  review,  and
assessment  of all areas  within  its  business  and  operations  that  could be
materially adversely affected by the failure of Borrower or Guarantor to be Year
2000 Compliant on a timely basis;

                             (b) Developed a plan and timeline for becoming Year
2000 Compliant on a timely basis; and

                             (c) To date,  implemented in all material  respects
that plan in accordance with that timetable, except to the extent that a failure
to do so could not  reasonably be expected to have a material  adverse effect on
the financial condition or results of operations of Borrower or any Guarantor.

Borrower  and  Guarantor  reasonably  anticipate  that  they  will be Year  2000
Compliant on a timely basis.  Borrower and Guarantor plan to make timely written
inquiry of each of their key  suppliers,  vendors,  and  customers as to whether
such persons  will, on a timely  basis,  be Year 2000  Compliant in all material
respects and on the basis of such inquiry  believe that all such persons will be
so compliant.  For the purposes hereof, "Year 2000 Compliant" means, with regard
to any entity,  that all software,  embedded  microchips,  and other  processing
capabilities  utilized by, and material to the business  operations or financial
condition  of,  such entity are able to  interpret  and  manipulate  data on and
involving all calendar dates  correctly and without  causing any abnormal ending
scenario,  including  in  relation  to dates in and  after  the Year  2000.  For
purposes  hereof,  "key  suppliers,  vendors  and  customers"  refers  to  those
suppliers, vendors and customers of Borrower or Guarantor whose business failure
would, with reasonable  probability,  result in a material adverse change in the
business,  properties,  condition  (financial  or  otherwise),  or  prospects of
Borrower or Guarantor.

                        ARTICLE IV - CONDITIONS PRECEDENT

                             The  obligation  of Bank to make any advance  under
the Loan Agreement , is subject to the fulfillment of the following conditions:

                             Section 4.1.  APPROVAL OF BANK  COUNSEL.  All legal
matters incidental to all such advances hereunder shall be satisfactory to legal
counsel of Bank.

                             Section 4.2.  COMPLIANCE.  The  representations and
warranties  contained herein shall be true as of the date of the signing of this
Agreement  and on the date of any  advance,  no Event of Default,  as defined in
Article VII herein,  and no  condition,  event or act which,  with the giving of
notice or the lapse of time or both, would constitute an Event of Default, shall
have occurred.

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                             Section  4.3.  DOCUMENTATION.  Borrower  shall have
delivered  to Bank in form and  substance  satisfactory  to Bank  the  following
described documents:

                             (a) This  Agreement and other Loan  Documents  duly
executed by Borrower and Guarantor  granting to Bank a first and prior perfected
security interest in the Collateral;

                             (b)  Certified  copy  of  Corporate  Resolution  of
Borrower  ratifying  this  Agreement and  authorizing  the execution of the Loan
Documents;

                             (c)  Certified  copy  of  Resolution  of  Guarantor
ratifying this Agreement and authorizing  the Guaranty  Agreement and other Loan
Documents;

                             (d) Unlimited unconditional Guaranty Agreement from
the Guarantors;

                             (e)  Such  other  documentation  as  the  Bank  may
reasonably require.

                        ARTICLE V - AFFIRMATIVE COVENANTS

                             Borrower  and  Guarantor  covenant  that so long as
Borrower is indebted to Bank under this Agreement, Borrower and Guarantor will:

                             Section 5.1.  PUNCTUAL  PAYMENT.  Punctually pay to
Bank all payments required to be made under this Loan Agreement and any Note.

                             Section 5.2. ACCOUNTING RECORDS.  Maintain adequate
books and accounts in accordance with generally accepted  accounting  principles
consistently  applied,  so that any time,  and from  time to time,  the true and
complete financial  condition of Borrower  consolidated with Guarantor is fairly
presented and can be readily  determined,  and permit any representative of Bank
at any reasonable time, to inspect, audit and examine such books and accounts of
Borrower or any  Guarantor and permit Bank to make and obtain copies of any such
books and  accounts,  and to permit any  representative  of Bank to inspect  the
properties of Borrower and any Guarantor.

                             Section 5.3. FINANCIAL STATEMENTS: Furnish Bank:

                             (a) Not later  than 105 days  after,  and as of the
end of each  fiscal  year,  a  financial  statement  of  Borrower  prepared by a
certified public accountant to include balance sheet and income statement;

                             (b) Not  later  than 50 days  after the end of each
calendar  quarter,  a  balance  sheet  and  statement  of  income  of  Borrower,
consolidated with Guarantor,  in a form satisfactory to Bank,  certified correct
by an officer of Borrower;

                             (c) Not later  than 15 days after the end of each 4
week  accounting  period,  a borrowing base  certificate in a form acceptable to
Bank,  to  include  certification  of EBITDA  and  detailed  description  of New
Restaurants  opened for  business  during the  period,  certified  correct by an
officer of Borrower; and

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                             (d) From time to time  such  other  information  as
Bank may reasonably request.

                             Section   5.4.   NOTICE  TO   ACCOUNTANTS.   Notify
Borrower's and Guarantor's accountants in writing that Bank intends to rely upon
financial  information  prepared by such  accountants  on behalf of Borrower and
each Guarantor in determining whether to make any extension of credit covered by
this Loan Agreement, including any advance, renewal or extension thereto.

                             Section 5.5.  EXISTENCE.  Preserve and maintain the
existence  and all of the rights,  privileges  and  franchises  of Borrower  and
Guarantor;  conduct all business in an orderly,  efficient,  and regular manner;
and comply in all material  respects  with the  requirements  of all  applicable
laws, rules, regulations and orders of a governmental authority except where the
failure to preserve and maintain such rights, privileges and franchises or where
the failure to comply with such laws,  rules,  regulations  and orders would not
have a  material  adverse  effect  upon the  financial  condition  or results of
operations of Borrower or any Guarantor.  Provided, further, that upon the prior
written  consent of Bank which  shall not be  unreasonably  withheld or delayed,
Borrower or Guarantor may relocate,  consolidate or close any Restaurant if such
relocation,  consolidation or  discontinuance  would not have a material adverse
effect upon the financial  condition or results of operations of Borrower or any
Guarantor.

                             Section 5.6. INSURANCE.  Maintain and keep in force
insurance  of the  types  and in  amounts  customarily  carried  in the  line of
business similar to that of Borrower and Guarantor,  including,  but not limited
to, fire, public liability, property damage, workers' compensation,  and carried
with companies and in amounts reasonably  satisfactory to Bank; and Borrower and
Guarantor shall deliver to Bank from time to time, at Bank's request,  schedules
setting  forth all  insurance  then in  effect.  Borrower  and  Guarantor  shall
maintain and keep in force product  liability  insurance in such amounts  deemed
adequate and economically feasible by the parties.

                             Section 5.7.  FACILITIES.  Keep all  Borrower's and
Guarantor's properties in good repair and condition,  and from time to time make
necessary  repairs,  renewals and  replacements  thereto as shall be  reasonably
necessary for the proper conduct of its business. . Provided, further, that upon
the prior written  consent of Bank which shall not be  unreasonably  withheld or
delayed,  Borrower or Guarantor  may relocate,  consolidate  or close any of its
facilities if such relocation,  consolidation or discontinuance would not have a
material adverse effect upon the financial condition or results of operations of
Borrower or any Guarantor. Borrower and Guarantor shall promptly satisfy any and
all mechanic's or materialmen's liens filed on any of its facilities.

                             Section 5.8. TAXES AND OTHER  LIABILITIES.  Pay and
discharge when due any and all indebtedness, obligations, assessments, and taxes
of Borrower or  Guarantor,  except such as it may in good faith contest or as to
which a bona fide dispute may arise.

                             Section 5.9.  LITIGATION.  Promptly  give notice in
writing to Bank of any  litigation  pending or  threatened  against  Borrower or
Guarantor where the amount sought exceeds $50,000.

                             Section 5.10. NOTICE TO BANK.  Promptly give notice
in writing to Bank of (a) 

                                       9
<PAGE>

the  occurrence  of any Event of  Default,  as defined in Article  VII;  (b) any
change in the name, identity or corporate structure of Borrower or Guarantor; or
(c) any uninsured or partially uninsured loss through fire, theft,  liability or
property  damage  in  excess of an  aggregate  of  $100,000  to  Borrower  or to
Guarantor.

                             Section 5.11.  SECURITY  DOCUMENTATION AND POWER OF
ATTORNEY. Upon request of Bank, assist Bank in obtaining and filing all security
agreements,  financing  statements,  and other documentation  required to retain
Bank's  perfected  security  interest in the assets of Borrower  and  Guarantor.
Borrower  and  Guarantor  irrevocably  appoints  Bank as its attorney in fact to
execute all financing  statements and  amendments  thereto on behalf of Borrower
and Guarantor. Bank shall promptly provide Borrower with copies of all documents
executed by Bank under this Section.

                             Section  5.12.   FINANCIAL   CONDITIONS.   Maintain
Borrower's financial condition, when consolidated with Guarantor, as follows:

                             (a) Borrower  shall  maintain Net Worth of not less
than $20,000,000.

                             (b)  Borrower's   Indebtedness  to  Bank  plus  any
Capital Lease Excess,  shall not exceed the lesser of (i)  $20,000,000 , or (ii)
(EBITDA x EBITDA  Multiple)  + (New  Restaurants  x $250,000) . If such limit is
exceeded, Borrower shall immediately reduce its outstanding Indebtedness to Bank
as  required  to bring  itself  into  compliance  with the  foregoing  financial
condition.

                             Section  5.13.   PAYMENT  OF  COSTS  AND  EXPENSES.
Borrower and  Guarantor  agree to pay to Bank,  on demand,  all  reasonable  and
necessary  costs and expenses as provided in this  Agreement  and the other Loan
Documents,  and all costs and expenses  reasonably and  necessarily  incurred by
Bank from time to time in  connection  with this  Agreement  and the other  Loan
Documents,  including,  without  limitation,  those  reasonably and  necessarily
incurred in: (i) preparing,  negotiating,  amending, waiving or granting consent
with respect to the terms of any or all of the Loan  Documents;  (ii)  enforcing
the Loan  Documents;  (iii)  performing any of Borrower's or Guarantor's  duties
under the Loan Documents upon Borrower's or Guarantor's failure to perform them;
(iv) filing financing statements, assignments or other documents relating to the
Collateral (e.g., filing fees, registration taxes); (v) compromising,  pursuing,
or  defending  any  controversy,  action or  proceeding  resulting,  directly or
indirectly,  from Bank's relationship with Borrower or Guarantor,  regardless of
whether  Borrower  or  Guarantor  is a party  to  such  controversy,  action  or
proceeding and whether the  controversy,  action or proceeding  occurs before or
after all indebtedness  owing to Bank by Borrower and Guarantor has been paid in
full; provided, however, that Borrower and Guarantor shall not be liable to Bank
for costs  and  expenses  resulting  from the gross  negligence  or the  willful
misconduct of Bank in connection  therewith;  (vi)  enforcing or collecting  any
part of the indebtedness owing to Bank by Borrower or any guaranty  contemplated
under the Loan  Documents;  (vii) actual out of pocket expenses of Bank incurred
to employ  collection  agencies  or other  agents to  collect  any or all of the
accounts and accounts receivables;  and (viii) obtaining independent  appraisals
of the Collateral from time to time as deemed reasonably  necessary by Bank. Any
amount due to Bank  pursuant to this  Section  shall,  if not paid upon  demand,
accrue  interest at the per annum rate of 5  percentage  points over Bank's base
rate as adjusted from time to time.

                                       10
<PAGE>

                         ARTICLE VI - NEGATIVE COVENANTS

                             Borrower and  Guarantor  covenants  that so long as
Borrower is indebted to Bank,  Borrower and  Guarantor  will not,  without prior
written consent of Bank which shall not be unreasonably withheld or delayed:

                             Section 6.1. OTHER INDEBTEDNESS.  , Create,  incur,
or permit to exist any liabilities  resulting from borrowings,  leases, loans or
advances,  whether  secured  or  unsecured,  or any  liens,  mortgages  or other
encumbrances, except:

                             (a) Indebtedness to Bank,

                             (b)  Obligations  of  Borrower or  Guarantor  under
Operating Leases,

                             (c)  Obligations  of  Borrower or  Guarantor  under
Capital Leases aggregating less than one million dollars ($1,000,000),  computed
on a consolidated basis;
 
                             (d) other  indebtedness  of Borrower  or  Guarantor
outstanding  on the  date of  this  Agreement  and  reflected  in its  financial
statements or otherwise disclosed in writing to Bank; and

                             (e) obligations in the ordinary course of business.

                             Section 6.2. MERGER, CONSOLIDATION, SALE OF ASSETS.
Merge into or consolidate with any corporation or other entity or acquire all or
substantially  all of the assets of any other  corporation  or entity;  or sell,
lease, assign,  transfer or otherwise dispose of all or substantially all of its
assets.

                             Section 6.3.  GUARANTIES,  ADVANCES AND  DIVIDENDS.
Guarantee  or  become  liable  in any way as  surety,  endorser  (other  than as
endorser of  negotiable  instruments  in the  ordinary  course of  business)  or
accommodation  for the debt or  obligations  of any  person or  entity,  or make
advances to officers or employees in excess of $50,000 in the  aggregate,  other
than regularly  scheduled  salary  payments and regular  payments to an existing
qualified  profit  or  pension  plan.  Borrower  may  not  make  treasury  stock
purchases.

                         ARTICLE VII - EVENTS OF DEFAULT

                             Section  7.1.   EVENTS  OF  DEFAULT.   Any  of  the
following shall constitute an Event of Default.

                             (a) Default by Borrower in any payment of principal
or interest under any indebtedness to Bank or any sum due in this Agreement; or

                             (b) Any representation or warranty made by Borrower
or Guarantor hereunder which shall be incorrect in any material respect; or

                             (c)  Default  by  Borrower  or   Guarantor  in  the
performance of any other term,  

                                       11
<PAGE>

covenant or agreement  contained  herein,  which  default is not cured within 20
days from its occurrence; or

                             (d)  Default by  Borrower  or  Guarantor  under the
terms of any agreement,  note or other instrument except to the extent that such
default could not  reasonably be expected to have a material  adverse  effect on
the  financial  condition of Borrower or any Guarantor or where such default has
been cured  within 30 days;  provided,  however,  that if Borrower or  Guarantor
defaults in its performance  under any other agreement,  note, or instrument and
such default causes Borrower's or Guarantor's  obligations to be immediately due
and payable,  then Bank, in its sole  discretion,  may immediately  exercise its
rights under Section 7.3 herein; or

                             (e)  The  failure  of  Borrower  or   Guarantor  to
promptly pay and discharge any final judgment, levy of attachment,  execution or
other process against the assets of Borrower and such judgment be not satisfied,
or such levy or other  process be not removed,  within 30 days after the date on
which any period for appeal has expired ; or

                             (f) Borrower or Guarantor  shall be  adjudicated  a
bankrupt or  insolvent,  or shall consent to or apply for the  appointment  of a
receiver, trustee or liquidator of itself or any of its property, or shall admit
in writing its inability to pay its debts generally as they become due, or shall
make a  general  assignment  for the  benefit  of  creditors,  or  shall  file a
voluntary  petition in  bankruptcy  or voluntary  petition or an answer  seeking
reorganization or arrangement in a proceeding under any bankruptcy law; or

                             (g) There  shall have  occurred a material  adverse
change, as reasonably  determined by Bank, in the financial condition or results
in  operations  of the  Borrower or Guarantor  since the date of this  Agreement
including,  but not limited to, a change in ownership or  management of Borrower
or Guarantor; or

                             (h) An Event of  Default  (as  defined in the other
Loan Documents) occurs in any of the other Loan Documents.

                             Section 7.2.  ENVIRONMENTAL  EVENTS OF DEFAULT. Any
of the following shall constitute an additional Event of Default:

                             (a)  If  Bank   receives  its  first  notice  of  a
hazardous discharge or environmental complaint from a source other than Borrower
or Guarantor, and Bank does not receive notice (which may be given in oral form,
provided  same is  followed  with all due  dispatch by written  notice  given by
Certified  Mail,  Return  Receipt  Requested)  of such  hazardous  discharge  or
environmental  complaint from Borrower or Guarantor within seven (7) days of the
time Bank first  receives  said  notice  from a source  other than  Borrower  or
Guarantor; or

                             (b) If any federal,  state or local agency  asserts
or creates a lien in excess of $50,000 on any or all of the  assets,  equipment,
property,  leaseholds  or other  facilities  of the  Borrower  by  reason of the
occurrence of a hazardous discharge or environmental complaint; or

                             (c) If any federal, state or local agency asserts a
claim  against  Borrower or Guarantor  and/or its assets,  equipment,  property,
leaseholds or other facilities for damages or 

                                       12
<PAGE>

cleanup  costs in  excess  of  $50,000  relating  to a  hazardous  discharge  or
environmental complaint;  provided,  however, such claim shall not constitute an
Event of Default if, within ten (10) business days of the occurrence giving rise
to the claim;

                             (i) Borrower or Guarantor can demonstrate to Bank's
satisfaction that Borrower or Guarantor has commenced and is diligently pursuing
either:  (1) a cure or correction of the event which  constitutes  the basis for
the  claim,  and  continues  diligently  to pursue  such cure or  correction  to
completion or (2)  proceedings for an injunction,  a restraining  order or other
appropriate  emergent  relief  preventing such agency or agencies from asserting
such  claim,  which  relief is  granted  within  ten (10)  business  days of the
occurrence  giving  rise to the claim  and the  injunction,  order or  emergency
relief is not thereafter resolved or reversed on appeal; and

                             (ii) In either of the foregoing events, Borrower or
Guarantor has posted a bond, letter of credit or other security  satisfactory in
form,  substance and amount to both Bank and the agency or entity  asserting the
claim to secure the correction of the event which  constitutes the basis for the
claim.

                             Section 7.3.  ACCELERATION.  If an Event of Default
shall occur,  any indebtedness of Borrower under this Agreement or any Note, any
term of such Note to the contrary  notwithstanding,  shall, at Bank's option and
without notice become immediately due and payable without presentment, notice or
demand, all of which are hereby expressly waived by Borrower and Guarantor;  and
the obligation, if any, of the Bank to permit further borrowings hereunder shall
immediately cease and terminate.

                          ARTICLE VIII - ENVIRONMENTAL

                             Section 8.1.  SURVIVAL.  This Article shall survive
the expiration or termination of this Agreement.

                             Section 8.2.  REPRESENTATIONS  AND WARRANTIES.  (a)
Borrower and Guarantor have duly complied in all material respects with, and its
business,   operations,   assets,  equipment,   property,  leaseholds  or  other
facilities  are in compliance in all material  respects  with, the provisions of
all federal,  state and local  environmental,  health and safety laws, codes and
ordinances, and all rules and regulations promulgated thereunder.

                             (b)  Borrower  and  Guarantor  have been issued and
will  maintain  all  required  federal,  state  and  local  permits,   licenses,
certificates  and approvals  relating to (i) air emissions,  (ii)  discharges to
surface or  groundwater,  (iii)  noise  emissions,  (iv)  solid or liquid  waste
disposal, (v) the use, generation,  storage, transportation or disposal of toxic
or hazardous  substances or wastes (intended hereby and hereafter to include any
and all such  materials  listed  in any  federal,  state or local  law,  code or
ordinance and all rules and regulations promulgated thereunder,  as hazardous or
potentially hazardous), or (vi) other environmental, health or safety matters. A
true, accurate and complete list of all such permits, licenses, certificates and
approvals will be made available at Bank's request.

                             (c) Borrower and Guarantor  have received no notice
of,  and  neither  knows  of 

                                       13
<PAGE>

nor suspect,  facts which might constitute any violations of any federal,  state
or local environmental, health or safety laws, codes or ordinances and any rules
or regulations promulgated thereunder with respect to its business,  operations,
assets, equipment, property, leaseholds or other facilities.

                             (d) Except in accordance with a valid  governmental
permit,  license,  certificate of approval  attached  hereto,  there has been no
emission,  spill,  release or discharge  into or upon (i) the air, (ii) soils or
any improvements  located thereon,  (iii) surface water or groundwater,  or (iv)
the  sewer,  septic  system  or waste  treatment,  storage  or  disposal  system
servicing  the  premises,  of any toxic or hazardous  substances or wastes at or
from  the  premises  in  amounts  that  would  require  corrective  action;  and
accordingly the premises contain no such toxic or hazardous substances or wastes
above amounts that would require corrective action.

                             (e)  Except  where   Borrower  or  Guarantor   have
provided  written  notification  to Bank,  there has been no  complaint,  order,
directive, claim, citation or notice by any governmental authority or any person
or entity with respect to (i) air emissions, (ii) spills, releases or discharges
to soils or  improvements  located  thereon,  surface water,  groundwater or the
sewer,  septic system or waste treatment,  storage or disposal systems servicing
the premises,  (iii) noise emissions,  (iv) solid or liquid waste disposal,  (v)
the use, generation,  storage,  transportation or disposal of toxic or hazardous
substances  or waste or (vi)  other  environmental,  health  or  safety  matters
affecting  the  Borrower,  Guarantor  or  its  business,   operations,   assets,
equipment, property, leaseholds, or other facilities.

                             Section 8.3. BORROWER'S AND GUARANTOR'S  LIABILITY.
Borrower and Guarantor have no indebtedness,  obligation or liability,  absolute
or contingent,  matured or not matured, with respect to the storage,  treatment,
clean-up  or disposal of any solid  wastes,  hazardous  wastes or other toxic or
hazardous  substances  (including  without  limitation  any  such  indebtedness,
obligation or liability with respect to any current  regulation,  law or statute
regarding such storage, treatment, clean-up or disposal).

                             Section 8.4.  AFFIRMATIVE  COVENANTS.  Borrower and
Guarantor will, unless Bank shall otherwise consent in writing:

                             (a) be and  remain in  compliance  in all  material
respects  with the  provisions  of all federal,  state and local  environmental,
health and  safety  laws,  codes and  ordinances  and all rules and  regulations
issued thereunder;

                             (b) notify the Bank  immediately of any notice of a
hazardous  discharge or environmental  complaint  received from any governmental
agency or any other party;

                             (c) notify the Bank  immediately  of any  hazardous
discharge from or affecting its premises; and

                             (i)  immediately  contain  and remove the same,  in
compliance in all material respects with all applicable laws; and

                                       14
<PAGE>

                             (ii)  promptly pay any fine or penalty  assessed in
connection therewith;

                             (d)  permit the Bank to inspect  the  premises,  to
conduct  tests  thereon,  and to inspect all books,  correspondence  and records
pertaining thereto; and

                             (e) at the Bank's  request,  and at the  Borrower's
and Guarantor's expense,  provide a report to Bank of a qualified  environmental
engineer,  satisfactory in scope,  form, and content to the Bank, and such other
and further  assurances  reasonably  satisfactory to the Bank that the condition
has been corrected.

                             Section   8.5.   INDEMNIFICATION.    Borrower   and
Guarantor hereby agree to defend, indemnify, and hold the Bank harmless from and
against any and all claims, damages,  judgments,  penalties,  costs and expenses
(including  reasonable  attorney  fees and court costs now or hereafter  arising
from the aforesaid  enforcement of this clause)  arising  directly or indirectly
from the activities of Borrower and Guarantor,  their  predecessors in interest,
or  third  parties  with  whom it has a  contractual  relationship,  or  arising
directly or  indirectly  from the  violation  of any  environmental  protection,
health or safety  law,  whether  such claims are  asserted  by any  governmental
agency or any other person.  This  indemnity  shall survive  termination of this
Agreement. 

                           ARTICLE IX - MISCELLANEOUS

                             Section 9.1.  WAIVER.  No delay or failure of Bank,
in exercising any right, power or privilege hereunder,  shall affect such right,
power or  privilege;  nor shall any  single or partial  exercise  thereof or any
abandonment  or  discontinuance  of steps  to  enforce  such a  right,  power or
privilege hereunder, shall affect such right, power or privilege. The rights and
remedies of Bank hereunder are cumulative and not exclusive. Any waiver, permit,
consent or approval of any kind to Bank, of any breach or default hereunder,  or
any such waiver of any provisions or conditions  hereof,  must be in writing and
shall be effective only to the extent set forth in such writing.

                             Section 9.2.  JURY WAIVER.  Borrower and  Guarantor
expressly  waive any right to a trial by jury in any  action or  proceedings  to
enforce or defend  any  rights  hereunder  or under any  amendment,  instrument,
document or agreement delivered,  or which may hereafter be delivered,  to or by
Borrower or Guarantor.

                             Section 9.3.  NOTICES.  All  notices,  requests and
demands  given to or made upon the  respective  parties  shall be deemed to have
been given or made when deposited in the mail, postage prepaid, and addressed as
follows:

                             Borrower:  TENT Finance, Inc.
                                        300 Crescent Court, Suite 850
                                        Attn: James K. Zielke
                                        Dallas, Texas 75201

                             Bank:      INTRUST Bank, N.A.
                                        P.O. Box One
                                        Attn:  Bruce A. Long, Sr. Vice President
                                        Wichita, KS  67201

                                       15
<PAGE>

                             Guarantor: As Set Forth On Attachment "A".

                             Section   9.4.   WRITTEN   AGREEMENTS.   THIS  LOAN
AGREEMENT,  TOGETHER WITH OTHER WRITTEN AGREEMENTS OF THE PARTIES,  IS THE FINAL
EXPRESSION OF THE AGREEMENT  BETWEEN THE BANK, THE BORROWER AND  GUARANTOR,  AND
MAY NOT BE  CONTRADICTED  BY  EVIDENCE  OF ANY  PRIOR  OR  CONTEMPORANEOUS  ORAL
AGREEMENT BETWEEN THE PARTIES. ANY NON-STANDARD TERM MUST BE WRITTEN BELOW TO BE
ENFORCEABLE.

                             BY SIGNING  BELOW THE PARTIES  AFFIRM  THERE ARE NO
UNWRITTEN AGREEMENTS BETWEEN THEM.

"BANK"                                      "BORROWER"

INTRUST Bank, N.A.                          TENT Finance, Inc.

By: /s/ Bruce A. Long                       By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Bruce A. Long, Sr. Vice President           Gary M. Judd,  CEO, COO & President

                                            Total Entertainment Restaurant Corp.

                                            By: /s/ Gary M. Judd
                                               --------------------------------
                                            Gary M. Judd, CEO, COO & President 

"GUARANTOR"

Fox & Hound of Texas, Inc.                  Alabama Fox & Hound, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Fox & Hound of Colorado, Inc.               Bailey's Sports Grille, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

F & H Restaurant Corp.                      F & H Restaurant of Georgia, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

                                       16
<PAGE>

Fox & Hound of Illinois, Inc.               Fox & Hound of  Indiana, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

F & H of Iowa, Inc.                         Fox & Hound of  Kansas, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President
"GUARANTOR"

Fox & Hound of Louisiana, Inc.              Fox & Hound of Michigan, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Fox & Hound of Missouri, Inc.               Fox & Hound of Nebraska, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

North Carolina Fox & Hound, Inc.            Fox & Hound of Ohio, Inc..


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Pennsylvania Fox & Hound, Inc.              Fox & Hound of Tennessee, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Fox & Hound, Inc.                           Fox & Hound II, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

                                       17
<PAGE>

F & H Dallas, L.P.,                         Fox & Hound Club
F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Midway Entertainment, Ltd.,                 N. Collins Entertainment, Ltd.,
F &  H Restaurant Corp., General Partner    F & H Restaurant Corp., 
                                            General Partner


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President
"GUARANTOR"

505 Entertainment, Ltd.,                    505 Beverage, Inc.
F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Fox & Hound of Houston, Ltd.,               Fox & Hound of Lubbock, Ltd.,
F & H Restaurant Corp., General Partner     F & H Restaurant Corp., 
                                            General Partner


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Raider Beverage Corporation                 Fox & Hound of Lewisville,   Ltd.,
                                            F & H Restaurant Corp., 
                                            General Partner


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Fox & Hound of San Antonio, Ltd.,           Jackson Beverage Corporation,
F & H Restaurant Corp., General Partner     f/k/a N. Collins  Beverage, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

                             Section 9.5. KANSAS LAW APPLICABLE.  This Agreement
shall be construed in accordance  with the laws of the State of Kansas,  without
regard to principles of conflicts of laws, and applicable  federal law. Borrower
expressly agrees that  jurisdiction and venue for all legal proceedings filed in
connection herewith shall lie exclusively in Sedgwick County, Kansas.

                             Section  9.6.  OTHER LOAN  DOCUMENTS.  Borrower and
Guarantor  understands and agrees that it is additionally bound by the terms and
conditions  of the other Loan  Documents,  which such terms and  conditions  are
incorporated  herein and made a part of this  Agreement.  To the extent that any
term or provision  contained in other Loan  Documents  conflicts  

                                       18
<PAGE>

with a term or provision of this Agreement,  the term or provision providing the
Bank the most security or the greatest right shall control.

                             Section  9.7.   BINDING  EFFECT.   The  rights  and
obligations of the parties under this  Agreement  shall inure to the benefit of,
and shall be binding upon their heirs, personal representatives,  successors and
assigns.  

                             Section 9.8.  COUNTERPARTS.  This  Agreement may be
executed  in one or more  counterparts  each of which  shall be  deemed to be an
original,  but all of which taken  together  shall  constitute  one and the same
agreement.

                             IN WITNESS WHEREOF,  the parties have executed this
Agreement the day first above written.

"BANK"                                      "BORROWER"

INTRUST Bank, N.A.                          TENT Finance, Inc.


By: /s/ Bruce A. Long                       By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Bruce A. Long, Sr. Vice President            Gary M. Judd,  CEO, COO & President

                                            Total Entertainment Restaurant Corp.


                                            By: /s/ Gary M. Judd
                                               --------------------------------
                                            Gary M. Judd, CEO, COO & President 


                                       19
<PAGE>

"GUARANTOR"

Fox & Hound of Texas, Inc.                  Alabama Fox & Hound, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Fox & Hound of Colorado, Inc.               Bailey's Sports Grille, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

"GUARANTOR"

F & H Restaurant Corp.                      F & H Restaurant of Georgia, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President




"GUARANTOR"

Fox & Hound of Illinois, Inc.               Fox & Hound of  Indiana, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President
 
F & H of Iowa, Inc.                         Fox & Hound of Kansas, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Fox & Hound of Louisiana, Inc.              Fox & Hound of Michigan, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

                                       20
<PAGE>

Fox & Hound of Missouri, Inc.               Fox & Hound of Nebraska, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President


North Carolina Fox & Hound, Inc.            Fox & Hound of Ohio, Inc..


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Pennsylvania Fox & Hound, Inc.              Fox & Hound of Tennessee, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Fox & Hound, Inc.                           Fox & Hound II, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

                                       21

<PAGE>

F&H Dallas, L.P.,                           Fox & Hound Club
F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Midway Entertainment, Ltd.,                 N. Collins Entertainment, Ltd.,
F & H Restaurant Corp., General Partner     F & H Restaurant Corp., 
                                            General Partner


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

505 Entertainment, Ltd.,                    505 Beverage, Inc.
F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Fox & Hound of Houston, Ltd.,               Fox & Hound of Lubbock, Ltd.,
F & H Restaurant Corp., General Partner     F & H Restaurant Corp., 
                                            General Partner


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Raider Beverage Corporation                 Fox & Hound of Lewisville,   Ltd.,
                                            F & H Restaurant Corp., 
                                            General Partner


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President

Fox & Hound of San Antonio, Ltd.,           Jackson Beverage Corporation,
F & H Restaurant Corp., General Partner     f/k/a N. Collins  Beverage, Inc.


By: /s/ Gary M. Judd                        By: /s/ Gary M. Judd
   ---------------------------------           --------------------------------
Gary M. Judd, President                     Gary M. Judd, President


                                       22