PROMISSORY NOTE


BORROWER:   TENT Finance, Inc.; ET. AL.      LENDER:  INTRUST Bank, N.A
            P.O. Box 12248                            P.O. Box One
            Wichita, KS 67277-2248                    105 N. Main
                                                      Wichita, KS 67201
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PRINCIPAL AMOUNT: $6,000,000.00    INITIAL RATE: 8.000%   DATE OF NOTE:June 24, 1998
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PROMISE TO PAY.  TENT Finance,  Inc. and Total  Entertainment  Restaurant  Corp.
(referred to in this Note  individually and collectively as "Borrower")  jointly
and severally  promise to pay to INTRUST Bank,  N.A.  ("Lender"),  or order,  in
lawful  money of the  United  States of  America,  the  principal  amount of Six
Million  &  00/100  Dollars  ($6,000,000.00)  or so much as may be  outstanding,
together  with  interest  on the unpaid  outstanding  principal  balance of each
advance.  Interest  shall be  calculated  from the  date of each  advance  until
repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued  unpaid  interest on September 1, 1998.  In addition,  Borrower
will pay regular monthly  payments of accrued unpaid interest  beginning July 1,
1998, and all subsequent interest payments are due on the same day of each month
after  that.  The annual  interest  rate for this Note is  computed on a 365/360
basis; that is, by applying the ratio of the annual interest rate over a year of
360 days,  multiplied by the outstanding  principal  balance,  multiplied by the
actual number of days the principal  balance is  outstanding.  Borrower will pay
Lender at  Lender's  address  shown  above or at such other  place as Lender may
designate in writing.  Unless  otherwise  agreed or required by applicable  law,
payments will be applied first to accrued  unpaid  interest,  then to principal,
and any remaining amount to any unpaid collection costs and late charges.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an independent index which is the Prime Rate as
published in the Wall Street Journal  Southwestern  Edition (the  "Index").  The
Index is not  necessarily the lowest rate changed by Lender on its loans. If the
Index becomes  unavailable  during the term of this loan, Lender may designate a
substitute index after notice to Borrower. Lender will tell Borrower the current
Index rate upon Borrower's  request.  Borrower  understands that Lender may make
loans based on other rates as well. The interest rate change will not occur more
often than each month on the first day of the month  following the change of the
index.  The Index  currently  is a 8.500% per  annum.  The  interest  rate to be
applied to the unpaid principal  balance of this Note will be at a rate of 0.500
percentage  points  under the Index,  resulting in an initial rate of 8.000% per
annum.  NOTICE:  Under no  circumstances  will the interest rate on this Note be
more than the maximum rate allowed by applicable law.

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

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

DEFAULT:  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due.  (b)  Borrower  breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement  related to this Note, or in any other  agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower  or on  Borrower's  behalf is false or  misleading  in any  material
respect  either  now or at the time  made or  furnished.  (d)  Borrower  becomes
insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against  Borrower under any bankruptcy or insolvency laws.
(e) Any creditor tries to take any


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of  Borrower's  property on or in which Lender has a lien or security  interest.
This includes a garnishment of any of Borrower's  accounts with Lender.  (f) Any
guarantor  dies or any of the other events  described  in this  default  section
occurs with respect to any guarantor of this Note. (g) A material adverse change
occurs in Borrower's  financial  condition,  or Lender  believes the prospect of
payment or performance of the indebtedness is impaired. (h) Lender in good faith
deems itself insecure.

LENDER'S RIGHTS.  Upon default,  Lender may declare the entire unpaid balance of
this Note and all accrued unpaid interest  immediately due, without notice,  and
then Borrower will pay that amount. Upon default,  including failure to pay upon
final maturity,  Lender, at its option,  may also, if permitted under applicable
law, increase the variable  interest rate of this Note 5.000 percentage  points.
The interest rate will not exceed the maximum rate permitted by applicable  law.
Lender may hire or pay someone else who is not a salaried  employee of Lender to
help collect this Note if Borrower does not pay. Borrower will be liable for all
reasonable  costs  incurred in the  collection  of this Note,  including but not
limited to, court costs,  attorneys'  fees, and collection  agency fees,  except
that such costs of collection  shall not include the recovery of both attorneys'
fees and  collection  agency  fees.  This Note has been  delivered to Lender and
accepted  by Lender  in the State of  Kansas.  If there is a  lawsuit,  Borrower
agrees upon Lender's  request to submit to the  jurisdiction of Sedgwick County,
the State of Kansas.  This Note shall be governed by and construed in accordance
with the laws of the State of Kansas.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $20.00 if  Borrower
makes a payment on Borrower's  loan and the check or  preauthorized  charge with
which Borrower pays is later dishonored.

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

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this Note, as well as directions for payment from  Borrower's  accounts,  may be
requested  orally or in writing by Borrower or by an authorized  person.  Lender
may, but need not,  require that all oral requests be confirmed in writing.  The
following party or parties are authorized to request  advances under the line of
credit until  Lender  receives  from  Borrower at Lender's  address  shown above
written   notice   of   revocation   of   their   authority:   Gary   M.   Judd,
CEO/President/COO.  Borrower  agrees  to be  liable  for all  sums  either:  (a)
advanced in accordance  with the  instructions  of an  authorized  person or (b)
credited to any of Borrower's accounts with Lender. The unpaid principal balance
owing on this Note at any time may be evidenced by  endorsements on this Note or
by Lender's internal records,  including daily computer  printouts.  Lender will
have no  obligation  to advance  funds  under this Note if: (a)  Borrower or any
guarantor  is in  default  under the terms of this  Note or any  agreement  that
Borrower or any  guarantor  has with Lender,  including  any  agreement  made in
connection  with the signing of this Note; (b) Borrower or any guarantor  ceases
doing  business or is insolvent;  (c) any guarantor  seeks,  claims or otherwise
attempts to limit,  modify or revoke such guarantor's  guarantee of this Note or
any other loan with Lender;  (d) Borrower has applied funds provided pursuant to
this Note for purposes other than those  authorized by Lender;  or (e) Lender in
good faith deems itself insecure under this Note or any other agreement  between
Lender and Borrower.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies  under this Note without  losing them.  Each Borrower  understands  and
agrees that, with or without notice to Borrower,  Lender may with respect to any
Borrower (a) make one or more additional secured or unsecured loans or otherwise
extend additional credit; (b) alter, compromise,  renew, extend,  accelerate, or
otherwise  change  one or more  times the time for  payment  or other  terms any
indebtedness,  including  increases and decreases of the rate of interest on the
indebtedness;  (c) exchange, enforce, waive, subordinate,  fail or decide not to
perfect,  and release any  security,  with or without  the  substitution  of new
collateral;  (d) apply  such  security  and  direct  the order or manner of sale
thereof,

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including without limitation, any nonjudicial sale permitted by the terms of the
controlling security agreements,  as Lender in its discretion may determine; (e)
release,  substitute,  agree  not to  sue,  or  deal  with  any  one or  more of
Borrower's  sureties,  endorsers,  or other  guarantors  on any  terms or in any
manner Lender may choose;  and (f) determine  how, when and what  application of
payments and credits shall be made on any other indebtedness owing by such other
borrower.  Borrower and any other person who signs,  guarantees or endorses this
Note,  to the extent  allowed by law,  waive  presentment,  demand for  payment,
protest and notice of dishonor.  Upon any change in the terms of this Note,  and
unless  otherwise  expressly  stated in writing,  no party show signs this Note,
whether as maker, guarantor,  accommodation maker or endorser, shall be released
from  liability.  All such  parties  agree  that  Lender  may  renew  or  extend
(repeatedly  and for any  length of time) this  loan,  or  release  any party or
guarantor or  collateral;  or impair,  fail to realize upon or perfect  Lender's
security interest in the collateral;  and take any other action deemed necessary
by Lender  without the  consent of or notice to anyone.  All such  parties  also
agree that  Lender  may modify  this loan  without  the  consent of or notice to
anyone other than the party with whom the  modification is made. The obligations
under this Note are joint and several.

NO ORAL  AGREEMENTS.  This  written  agreement  is the final  expression  of the
agreement between Lender and Borrower and may not be contradicted by evidence of
any prior oral agreement or of a  contemporaneous  oral agreement between Lender
and Borrower.

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


BORROWER


TENT Finance, Inc.


By:/S/ GARY M. JUDD
   --------------------------------
    Gary M. Judd, CEO/President/COO


Total Entertainment Restaurant Corp., Co-Borrower




By:/S/ GARY M. JUDD
   --------------------------------
    Gary M. Judd, CEO/President/COO


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