PROMISSORY NOTE


BORROWER:   TENT FINANCE, INC. &       LENDER:      INTRUST Bank, N.A
            TOTAL ENTERTAINMENT                     P.O. Box One
            RESTAURANT CORP.                        105 N. Main
            P.O. Box 11248                          Wichita, KS 67201
            Wichita, KS 67277-2248


PRINCIPAL AMOUNT: $20,000,000.00 INITIAL RATE: 8.000% DATE OF NOTE: September 1,
1998

PROMISE TO PAY.  TENT Finance,  Inc. and Total  Entertainment  Restaurant  Corp.
("Borrower")  promises to pay to INTRUST Bank,  N.A.  ("Lender"),  or order,  in
lawful money of the United  States of America,  the  principal  amount of Twenty
Million  & 00/100  Dollars  ($20,000,000.00)  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 October 1, 2001. In addition,  Borrower will
pay regular  monthly  payments of accrued unpaid interest  beginning  October 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 charged by Lender on its loans. If the
Index becomes  unavailable  during the term of this loan, Lender may designate a
substitute index after notice to Borrower. Lender will tell Borrower the current
Index rate upon Borrower's  request.  Borrower  understands that Lender may make
loans based on other rates as well. The interest rate change will not occur more
often than each month on the first day of the month  following the change of the
index.  The Index  currently  is 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


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of  Borrower's  property,  Borrower  makes  an  assignment  for the  benefit  of
creditors, or any proceeding is commenced either by Borrower or against Borrower
under any  bankruptcy or insolvency  laws. (e) Any creditor tries to take any of
Borrower's property on or in which Lender has a lien or security interest.  This
includes a  garnishment  of any of  Borrower's  accounts  with  Lender.  (f) Any
guarantor  dies or any of the other events  described  in this  default  section
occurs with respect to any guarantor of this Note. (g) A material adverse change
occurs in Borrower's  financial  condition,  or Lender  believes the prospect of
payment or performance of the indebtedness is impaired. (h) Lender in good faith
deems itself insecure.

LENDER'S RIGHTS.  Upon default,  Lender may declare the entire unpaid 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.

COLLATERAL.  This Note is secured by Security  Agreement  dated 9/1/98  covering
accounts,  inventory,  equipment  contract  rights & general  intangibles  (TENT
Finance,  Inc.) Security  Agreement dated 9/1/98 covering  accounts,  inventory,
equipment,  contract rights & general  intangibles  (Total  Entertainment)  Loan
Agreement  dated 9/1/98;  Security  Agreement  dated 9/1/98  covering  accounts,
inventory,  general  intangibles,   furniture,  fixtures,  equipment,  leasehold
improvements and contract rights,  including, but not limited to, rights arising
under leases, licenses & permits and trademark licenses (in the names of various
Grantors).

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; and James Zielke, Secretary. 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 print-outs.  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

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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.

PRIOR NOTE.  Promissory Note #418082-33345 to renew.

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs,  guarantees or endorses this Note,  to the extent  allowed by law,  waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise  expressly stated in writing, no
party 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.

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.

NOTICE CONCERNING  APPRAISAL WAIVER.  The laws of South Carolina provide that in
any real  estate  foreclosure  proceeding  a defendant  against  whom a personal
judgment  is  taken  or asked  may  within  thirty  days  after  the sale of the
mortgaged  property apply to the court for an order of appraisal.  The statutory
appraisal  value as approved by the court would be substituted  for the high bid
and may  decrease  the amount of any  deficiency  owing in  connection  with the
transaction.  THE UNDERSIGNED  HEREBY WAIVE(S) AND  RELINQUISH(ES) THE STATUTORY
APPRAISAL RIGHTS WHICH MEANS THE HIGH BID AT THE JUDICIAL  FORECLOSURE SALE WILL
BE APPLIED TO THE DEBT.

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


BORROWER


TENT Finance, Inc. & Total Entertainment
Restaurant Corp.


By:/S/ Gary M. Judd                           By:/s/ James K. Zielke
    -------------------------------                  --------------------------
    Gary M. Judd, CEO/President/COO                  James K. Zielke, Secretary

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