PROMISSORY NOTE




$31,000.00                                             DATED:  FEBRUARY 6, 1996
                                                       ------                  

PRINCIPAL AMOUNT: Thirty One Thousand Dollars          STATE OF: Georgia
----------------                                       --------

         FOR VALUE  RECEIVED,  the  undersigned  hereby  jointly  and  severally
promise to pay to the order of Carl H.  Simpson  the sum of Thirty One  Thousand
Dollars  ($31,000.00),  together  with  interest  thereon at the rate of 10% per
annum on the unpaid balance. Said sum shall be paid in the manner following:

                           March 2, 1996 -           258.33
                           April 2, 1996 -           258.33
                             May 2, 1996 -           258.33
                             June 2,1996 -           258.33
                             July 2,1996 -           258.33
                          August 2, 1996 -           258.33
                       September 2, 1996 -           258.33
                         October 2, 1996 -           258.33
                        November 2, 1996 -           258.33
                       December 31, 1996 -        31,258.33

         All  payments  shall be first  applied to  interest  and the balance to
principal.  This note may be  prepaid at any time,  in whole or in part  without
penalty. All prepayments shall be applied in reverse order of maturity.


Signed in the presence of:


/s/ Caroline P. Anderson                   /s/James R. Shaw
------------------------------             ---------------------------------
Witness                                    Borrower - Classic Restaurants Int'l
                                           James R. Shaw, President/CEO




<PAGE>


                                    GUARANTEE


The undersigned hereby guarantees unto Carl H. Simpson ("Note Holder"),  and his
successors  and assigns,  the prompt payment of any and all  indebtedness  which
Classic Restaurants International,  Inc., a Colorado corporation ("Debtor"), may
now or at any time hereafter owe to Note Holder,  together with interest thereon
and costs of collection thereof, including reasonable attorney's fees.

Note Holder is hereby given full power to make advances and to cancel,  release,
make any  alterations,  renewals,  and extensions  of,  decrease or increase the
amount of principal or interest of such  indebtedness  as Note Holder and Debtor
may expressly or impliedly  agree upon,  or release,  decrease,  increase,  make
substitutions  of or otherwise  alter any  collateral or property  securing such
indebtedness  or any part  thereof,  and  otherwise  to deal with  Debtor or any
endorser  or  co-guarantor  as  Note  Holder  may  elect,  without  in  any  way
diminishing,   releasing,   or  discharging  the  liability   hereunder  of  the
undersigned.  Such  liability  shall be continuing and shall only be affected by
the payment of Note Holder of the full amount of all indebtedness  which may now
or any time  hereafter  be owing from Debtor to Note  Holder;  provided  that no
payments made by or on behalf of the undersigned to Note Holder shall be held to
discharge or diminish the continuing  liability of Debtor hereunder,  unless and
until written  notice is given to Note Holder that such payments are at the time
thereof being made for the purpose of liquidating such liability.  The liability
of the undersigned is not in  consideration  or contingent upon the liability of
any person hereunder or under any similar instrument.

All notices or other  communications  provided for herein to be sent or given to
the undersigned shall be deemed validly and properly given or made if in writing
and  delivered by hand or certified  mail,  return  receipt  requested,  postage
prepaid, addressed as follows:

                           James R. Shaw
                           1817 Bally Bunion Drive
                           Duluth, Georgia 30155

This Guarantee shall be construed and  interpreted  according to the laws of the
State of Colorado.

                                                   GUARANTOR:



DATE: 2/2/96                                       /s/James R. Shaw
     --------------------------                    --------------------------
                                                   JAMES R. SHAW
                                                   INDIVIDUALLY




<PAGE>