THE  SECURITIES  REPRESENTED  BY THIS  NOTE HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933 (THE "ACT") OR  APPLICABLE  STATE  SECURITIES  LAWS (THE
"STATE  ACTS"),  AND  SHALL  NOT BE SOLD,  PLEDGED,  HYPOTHECATED,  DONATED,  OR
OTHERWISE  TRANSFERRED  (WHETHER OR NOT FOR  CONSIDERATION) BY THE HOLDER EXCEPT
UPON THE  ISSUANCE  TO THE  COMPANY OF A  FAVORABLE  OPINION  OF ITS  COUNSEL OR
SUBMISSION  TO THE  COMPANY OF SUCH OTHER  EVIDENCE  AS MAY BE  SATISFACTORY  TO
COUNSEL FOR THE COMPANY,  TO THE EFFECT THAT ANY SUCH  TRANSFER  SHALL NOT BE IN
VIOLATION OF THE ACT AND THE STATE ACTS.


$20,000.00/XX                                                            7/31/95

                     CLASSIC RESTAURANTS INTERNATIONAL, INC.
                           CONVERTIBLE PROMISSORY NOTE

CLASSIC RESTAURANTS INTERNATIONAL,  INC., a Florida corporation (the "Company"),
for  value  received,  promises  to pay to the  order  of Carl H.  Simpson  (the
"Holder"), residing at 1004 Burning Sprgs, Louisville, Ky 40223 on June 30 1995
(the "Due Date"), upon presentation of this Note, Twenty Thousand.00/100 Dollars
($20,000.) (the "Principal  Amount") and to pay interest on the Principal Amount
at the rate of 8% per annum as provided herein.

Interest which shall accrue on the Principal  Amount shall be payable in monthly
installments  beginning  8/1/95  and  continuing  on the first day of each month
until the Principal  Amount and all accrued and unpaid  interest shall have been
paid in full. If this Note shall be issued on a date other than the first day of
a calendar month, the interest payable shall be prorated upon the number of days
of such calendar  month period during which this Note shall have been issued and
outstanding. All accrued and unpaid interest shall be payable on the Due Date.

The  Company  may pay this Note in whole or in part prior to the Due Date at any
time and from time to time without penalty or premium.  The Company may exercise
its right to pay this Note prior to  maturity  by giving  notice  thereof to the
Holder, which notice shall specify the terms of prepayment, the principal amount
of the Note to be repaid, and shall fix a date for prepayment,  which date shall
not be less than 30 days nor more than 45 days after the date of the notice.  On
the prepayment  date,  the Company shall pay all accrued and unpaid  interest on
the Note up to and including the  prepayment  date and shall pay to the Holder a
dollar amount equal to the principal amount being repaid.

The Holder  shall have the  right,  at such  Holder's  option,  at any time,  to
convert  all, but not less than all, of this Note into such number of fully paid
and  nonassessable  shares of Class A Common  Stock of the Company (the "Class A
Common Stock") as shall be the result of the Principal  Amount divided by $3.20,
rounded to the nearest  whole  share.  The Holder may exercise  this  conversion
right by giving written notice (the  "Conversion  Notice") to the Company of the
exercise  of such  right  and  stating  the name or names  in  which  the  stock
certificate  for the  shares  of Class A Common  Stock is to be  issued  and the
address to which such  certificate  shall be delivered.  The  Conversion  Notice
shall be  accompanied  by the  Note.  Conversion  shall be  deemed  to have been
effected on the date the  Conversion  Notice is given (the  "Conversion  Date").
Within 10 business  days after  receipt of the  Conversion  Notice,  the Company
shall issue and deliver by hand against a signed  receipt  therefor or by United
States registered mail, return receipt  requested,  to the address designated by
the  Holder  

<PAGE>

in the Conversion  Notice, a stock  certificate of the Company  representing the
number of shares of Class A Common  Stock to which such Holder is entitled and a
check in  payment  of all  interest  accrued  and  unpaid  on the Note up to and
including the  Conversion  Date. The Company shall at all times reserve and keep
available,  free from preemptive rights,  unissued or treasury shares of Class A
Common Stock sufficient to effect the conversion of this Note.

The entire  unpaid and  outstanding  balance  of this  Principal  Amount and all
interest  accrued and unpaid on this Note shall, at the election of this Holder,
be and become  immediately  due and payable  upon the  occurrence  of any of the
following events:

(a)      The non-payment of interest by the Company when due as provided in this
         Note.

(b)      If the Company (i) applies for or consents to the appointment of, or if
         there  shall be a taking  of  possession  by,  a  receiver,  custodian,
         trustee,  or liquidator  for the Company or any of its  property;  (ii)
         becomes  generally  unable to pay its debts as they become  due;  (iii)
         makes a general  assignment  for the  benefit of  creditors  or becomes
         insolvent;  or (iv)  files or is served  with any  petition  for relief
         under the Bankruptcy Code or any similar federal or state statute.

(c)      Any  failure  by the  Company  to issue and  deliver  shares of Class A
         Common Stock as provided herein upon conversion of this Note.

This Note shall be  transferred  on the books of the Company  only by the Holder
hereof by  delivery to the Company of a duly  executed  assignment.  The Company
shall be  entitled  to treat any  holder of record of the Note as the  holder in
fact thereof and shall not be bound to recognize any equitable or other claim to
or  interest  in this Note in the name of any other  person,  whether  or not it
shall have express or other notice  thereof,  save as expressly  provided by the
laws of Florida.

All notices and communications  under this Note shall be in writing and shall be
either delivered in person or accompanied by a signed receipt therefor or mailed
first-class  United States  certified mail,  return receipt  requested,  postage
prepaid, and addressed as follows: if to the Company, to 1817 Ballybunion Drive,
Duluth,  Georgia  30136 and, if the Holder of this Note,  to the address of such
holder as it appears in the books of the  Company.  Any notice of  communication
shall be deemed given and received as of the date of such delivery or mailing.

Payment of this Note is guaranteed by James R. Shaw.

The Company  and any  guarantors  hereof  agree to pay all  reasonable  costs of
collection,  including  attorney's fees, paid or incurred by Holder in enforcing
this Note on default.

This Note shall be governed by and construed and enforced in accordance with the
laws of the State of Florida.

Attest:                                  CLASSIC RESTAURANTS INTERNATIONAL, INC.



/s/Caroline P. Anderson                  By:/s/James R. Shaw
                                                James R. Shaw, President


<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 Florida 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 to 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 Ballybunion Drive
                  Duluth, Georgia 30136

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

                                   Guarantor:



Date: 8/1/95                       /s/James R. Shaw
                                   James R. Shaw
                                   Individually
6:guarantee.shw


<PAGE>



                  Schedule of Other Similar Convertible Notes
                                                                         Begin
                                                               Note     Payment
Amount    Holder              Address                          Date       Date

$5,000  Dr. Sandra Clejon     1430 Tulane Ave.               10/12/94    11/1/94
                              New Orleans, LA 70112
$10,000 John Limb             c/o A-bb Lummus Crest          10/14/94    11/1/94
                              12141 Wickchester
                              Houston, Tex 77079
$3,000  Arthur Ingalls        6731 Park Lane                 10/5/94     11/1/94
                              Dallas, Tex 75225
$15,000 Michael Roach         19480 W. Belvidere Rd.         10/5/94     11/1/94
                              Grayslake, Il 60030
$3,000  Benjamin Silber       282 Shell Rd.                  10/4/94     11/1/94
                              Carneys Point, NJ 08069-0665
$3,200  Kenneth Nettleton     1722 Laurette Lane             10/6/94     11/1/94
                              Belleville, Ill 62223
$1,600  Jerry Merkel          3083 Pheasant Run Dr           10/6/94     11/1/94
                              Apt. 719
                              Lafayette, Ind 47905
$5,000  Ned Ritchie           7101 Preston Ct                9/30/94     11/1/94
                              Charlotte, NC 28215
$7,500  Samson Hsia           2626 Steppington St            9/30/94     11/1/94
                              Grand Prairie, Tex 75052
$3,000  Frances O'Donald      210 Windswept Cir              9/29/94     10/1/94
                              Neptune Beach, Fla 32266
$7,000  Henry Fechtman        Rt 4, Box 3750                 9/28/94     10/1/94
                              Hawkinsville, GA 31036
$5,000  William S. Hoffer     1200 3rd St E                  9/27/94     10/1/94
        TR VA                 Lehigh Acres, Fla 33936
$7,148  Dr. Pat Pugh          9300 West Baltic Dr            9/29/94     10/1/94
                              Lakewood, Colorado 80227
$3,500  Kevin A. McIntyre     2522 Oakwood Way               9/26/94     10/1/94
                              Smyrna, Ga 30080
$5,000  Ernest Hansberger Jr. 3336 Winchester Rd             9/20/94     10/1/94
                              Birmingham, Alabama 35226-2620 
$10,000 Ken Willinger         22 Laird Rd                    09/26/94    10/1/94
        Productions Inc.      West Medford, Mass 02155-2126

<PAGE>