REVOLVING PROMISSORY NOTE


$________________________                                 Date:_________________


     1. FOR VALUE RECEIVED,  ___________________,  a ________  corporation  (the
"Company"),  promises to pay to the order of Harvest Restaurants,  Inc., a Texas
corporation  ("Harvest"),  at 1250 N.E. Loop 410, Suite 335, San Antonio,  Texas
78209 or at such place as Harvest may from time to time designate in writing, in
lawful money of the United States of America and in immediately available funds,
the principal sum of ___________________Dollars ($____________) and any interest
thereon.

     2. It is contemplated  that there will be advances and payment on this Note
from time to time, but no advances or payments on this Note (including the total
payment of the unpaid  balance of principal  prior to maturity)  shall affect or
impair the  validity or  enforceability  of this Note as to any future  advances
hereunder.   At  no  time  shall   outstanding   advances   exceed  the  sum  of
$________________.  Harvest  shall  have the  right  to  approve  or  disapprove
requests for advances from time to time in Harvest's sole discretion.

     3. Interest shall accrue on the aggregate  outstanding principal balance at
a per annum rate equal to the rate  announced by the Frost National Bank, or its
successor  in interest  (the  "Bank"),  from time to time as its "Prime Rate" in
effect at its office in San Antonio, Texas, plus four percent (4%). The interest
rate  shall be  adjusted,  from time to time,  on the same day on which the Bank
adjusts its "Prime  Rate." As of the date of this  Agreement,  the Bank's  Prime
Rate is _____%.  Interest on the outstanding  principal amount of the Loan shall
be payable  on the dates set forth  herein and at  maturity  (whether  at stated
maturity, by acceleration or otherwise). Interest shall be computed on the basis
of a 360-day year and the actual number of days elapsed.

     4.  Interest  accruing  hereunder  shall  be due  and  payable  in  monthly
installments,  payable  on the  first  day of each  Retail  Period  (hereinafter
defined), commencing on the first day of the Retail Period immediately following
the  Retail  Period  in which  the  Company  initially  draws  on this  Note and
continuing  regularly  thereafter  until  _________________,  at which  time the
entire amount of unpaid principal and interest remaining unpaid will be payable.
Each  payment  will be  credited  first  to the  accrued  interest  and  then to
reduction of  principal.  As used in this Note,  the term "Retail  Period" shall
mean a four-week  period which is one of  Harvest's  thirteen  (13)  consecutive
four-week accounting periods used for accounting purposes.

     5. Any principal  payment due under this Note not paid when due, whether at
stated maturity, by notice of repayment, by acceleration or otherwise, shall, to
the extent permitted by applicable law,  thereafter bear interest at the maximum
rate  allowed by law until  such  unpaid  amount has been paid in full  (whether
before or after judgment).

     6. The Company may prepay all or any part of the  principal of this Note at
any time before maturity without penalty ,and interest shall  immediately  cease
to accrue on any  amount so  prepaid.  e without  the prior  written  consent of
Harvest, which consent may be withheld in its sole discretion. All payments made
hereunder shall be applied first to interest and then to outstanding principal.



REVOLVING PROMISSORY NOTE                                                 PAGE 1


<PAGE>




     7. If payment  hereunder  becomes due and payable on a Saturday,  Sunday or
legal  holiday,  the due date thereof  shall be extended to the next  succeeding
business day.

     8.  Payment of this Note is secured  by a Security  Agreement  of even date
executed by the Company  covering the rights and properties more fully described
therein.  However,  the lien securing this Note shall remain  subordinate to the
lien, as renewed,  extended,  re-amortized,  or otherwise  adjusted from time to
time, securing that other certain Secured Loan Agreement and related Convertible
Secured  Note,  both  from the  Company  to  Harvest  and both  dated  effective
___________,  199___ in the original  principal  amount of  ____________________
Dollars ($----------).

     9. Harvest,  in its sole discretion and without obligation on Harvest to do
so, may  advance  and pay sums on behalf and for the  benefit of the Company for
costs necessary for the protection and preservation of the collateral  described
in the  Security  Agreement  securing  this  Note and  other  costs  that may be
appropriate,  in  Harvest's  sole  discretion,  including  but not  limited  to,
insurance premiums, ad valorem taxes, and attorneys' fees. Any sums which may be
so paid out by Harvest including all sums paid for insurance premiums, or costs,
expenses,  and attorneys'  fees paid in any suit  affecting the collateral  when
necessary to protect the lien hereof shall bear  interest from the dates of such
payments at the  interest  rate  applied to the  matured and past due  principal
balance of this Note and shall be paid by Company to Harvest upon demand, at the
same place at which this Note is payable, and shall be deemed a part of the debt
and recoverable as such in all aspects.

     10. Any assumption by any other person, partnership,  corporation,  limited
liability  company,  organization  or any other entity of the obligations of the
Company shall only be effective upon the written consent of Harvest and any such
assumption with Harvest's consent shall not release the liability of the Company
for payment of the Note unless expressly released by Harvest.

     11. Company and all sureties, endorsers, guarantors and any other party now
or  hereafter  liable for the payment of this Note in whole or in party,  hereby
severally:  (i)  expressly  waive all demands  for  payment,  presentations  for
payment, notices of intention to accelerate maturity, notices of acceleration of
maturity, protests, notices of protest, diligence, notice of dishonor and all of
the notice,  filing of suit and diligence in  collecting  this Note or enforcing
any of the  security  herefor,  (ii) agree to any  substitution,  subordination,
exchange or release of any such  security or the release of any party  primarily
or secondarily liable hereon,  (iii) agree that Harvest shall not be required to
first institute suit or exhaust its remedies hereon against the Company or other
liable or to become liable  hereon or to enforce its rights  against them or any
security  herefor,  and (iv) consent to any extension or postponement of time of
payment of this Note and to any other  indulgence  with respect  hereto  without
notice to any of them.




REVOLVING PROMISSORY NOTE                                                 PAGE 2


<PAGE>



     12. In the event all or any part of the Collateral  secured by this Note or
all or any  part of the  stock  or  partnership  interests  or  other  ownership
interests in the Company are sold,  conveyed,  or otherwise  disposed of without
the prior written  consent of Harvest,  the maturity of this Note, at the option
of Harvest,  shall be accelerated and Harvest may immediately  demand payment of
the then outstanding principal sum together with all accrued and unpaid interest
due thereon.

     13. If default is made in the  payment of any  installment  hereof,  either
principal  or  interest,  or in the  payment  of any  other  sum due  hereunder,
promptly  when the same shall be due and payable  hereunder,  or if there is any
default under any instrument  which secures the payment of this Note or which is
executed in connection  with the Loan evidenced by this Note,  then Harvest,  in
addition to its other remedies  hereunder or the Security Agreement or any other
instrument which secures the payment of this Note or at law or in equity,  shall
have the right and  option,  without  notice or demand,  to  declare  the unpaid
balance of principal  and interest and all other sums owing on this Note at once
due and payable.  If this Note is not paid at its  maturity,  regardless  of how
such maturity may be brought about, Harvest may foreclose the liens and security
interests  securing payment hereof or exercise any of its other rights hereunder
or the Loan Agreement or under any instrument which securest the payment of this
Note,  or at law or in equity.  Failure to exercise any such rights upon default
shall not constitute a waiver of the right to exercise any of them at any time.

     14. If there is any default under this Note, and this Note is placed in the
hands  of an  attorney  for  collection,  or is  collected  through  any  court,
including  any  bankruptcy  court,  the Company and all parties now or hereafter
liable hereon agree to and promise to pay to the order of the holder hereof such
holder's  reasonable  attorneys'  fees and court costs incurred in collecting or
attempting to collect or securing or attempting to secure this Note or enforcing
the holder's  rights with respect to the Collateral to the extent allowed by the
laws of the  State of Texas or any state in which any  Collateral  is  situated,
including reasonable  attorneys' fees of not less than 10% of the unpaid amounts
and all other costs incurred by Harvest.

     15. THE COMPANY AND ANY GUARANTOR  AGREE TO GIVE HARVEST  WRITTEN NOTICE OF
ANY  ACTION OR  INACTION  BY  HARVEST  OR ANY AGENT OR  ATTORNEY  OF  HARVEST IN
CONNECTION WITH THIS NOTE THAT MAY BE ACTIONABLE AGAINST HARVEST OR ANY AGENT OR
ATTORNEY  OF  HARVEST  OF A DEFENSE  TO  PAYMENT  OF THIS  NOTE FOR ANY  REASON,
INCLUDING,  BUT  NOT  LIMITED  TO,  COMMISSION  OF A TORT  OF  VIOLATION  OF ANY
CONTRACTUAL  DUTY OR DUTY  IMPLIED BY LAW.  THE COMPANY  AGREES THAT UNLESS SUCH
NOTICE IS DULY GIVEN AS PROMPTLY AS POSSIBLE  (AND IN ANY EVENT  WITHIN TEN (10)
CALENDAR  DAYS) AFTER THE COMPANY  AND/OR  GUARANTOR  HAS  KNOWLEDGE OR WITH THE
EXERCISE OF REASONABLE DILIGENCE SHOULD HAVE HAD KNOWLEDGE OF ANY SUCH ACTION OR
INACTION,  THE  COMPANY  AND  GUARANTOR  SHALL NOT  ASSERT,  AND THE COMPANY AND
GUARANTOR  SHALL  BE  DEEMED  TO HAVE  WAIVED,  ANY  CLAIM  OR  DEFENSE  ARISING
THEREFROM.

     16. This Note shall be governed by and construed in  accordance  with Texas
law and applicable federal law. The parties hereto intend to conform strictly to
the applicable usury laws. In no event, whether by reason of acceleration of the




REVOLVING PROMISSORY NOTE                                                 PAGE 3


<PAGE>


maturity  hereof or  otherwise,  shall the  amount  paid or agreed to be paid to
Harvest for the use,  forbearance  or detention of money  hereunder or otherwise
exceed the maximum amount  permissible  under  applicable law. If fulfillment of
any  provision  hereof  or of any  note  or  other  document  now  or  hereafter
evidencing,  securing or pertaining to the indebtedness evidenced hereby, at the
time performance of such provision shall be due, would involve  transcending the
limit of validity  prescribed by law, then the obligation to be fulfilled  shall
be reduced  automatically  to the limit of such validity.  If Harvest shall ever
receive  anything of value  deemed  interest  under  applicable  law which would
exceed  interest at the highest lawful rate, an amount equal to any amount which
would have been  excessive  interest  shall be applied to the  reduction  of the
unpaid principal amount owing hereunder in the inverse order of its maturity and
not to the  payment  of  interest,  or if such  amount  which  would  have  been
excessive  interest exceeds the unpaid balance of principal hereof,  such excess
shall be refunded to the Company.  All sums paid or agreed to be paid to Harvest
for the use,  forbearance or detention of the indebtedness of Company to Harvest
shall,  to the extent  permitted  by  applicable  law, be  amortized,  prorated,
allocated,  and spread  throughout the full stated term of such  indebtedness so
that the amount of interest on account of such  indebtedness does not exceed the
maximum  permitted by applicable  law. The  provisions of this  paragraph  shall
control all existing and future agreements between the Company and Harvest.

     17. THIS NOTE HAS BEEN  DELIVERED  IN, AND SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED  THEREIN  WITHOUT  REGARD TO THE CONFLICTS OF LAW PROVISIONS
THEREOF. IN THE EVENT ANY ITEM, TERMS OR PROVISIONS CONTAINED IN THIS INSTRUMENT
ARE IN  CONFLICT  WITH THE LAWS OF THE  STATE OF TEXAS,  OR  FEDERAL  LAW,  THIS
INSTRUMENT  SHALL BE AFFECTED ONLY AS TO ITS APPLICATION TO SUCH ITEM,  TERMS OR
PROVISIONS, AND SHALL IN ALL OTHER RESPECTS REMAIN IN FULL FORCE AND EFFECT.

     18. The Company and Harvest further agree as follows:

          18.1 Any and all controversies between the parties shall be settled by
arbitration,   in  accordance  with  the  commercial   arbitration  rules,  then
obtaining,  of the American Arbitration  Association.  Any arbitration hereunder
shall be  before  at  least  three  arbitrators  associated  with  the  American
Arbitration   Association   and  selected  in  accordance  with  the  commercial
arbitration  rules of the  American  Arbitration  Association.  The award of the
arbitrators,  or of a majority of them,  shall be final,  and judgment  upon the
award  rendered  may  be  entered  in  any  court,  state  or  federal,   having
jurisdiction.

          18.2 Arbitrable  Disputes include any and all  controversies or claims
between the parties, of whatsoever type or manner,  including any claim based on
contract, tort, or statute, and including without limitation,  any claim arising
out of or relating to this  agreement or any other  proposed or actual loan, all
past, present,  and/or future agreements involving the parties, any transactions
between or  involving  the  parties  and/or  any aspect of the past,  present or
future  relationship  of the  parties,  whether  related  to  lending  funds  or
otherwise, specifically including any alleged tort committed by either party.




REVOLVING PROMISSORY NOTE                                                 PAGE 4


<PAGE>



          18.3  Depositions  may be taken and other  discovery  obtained  in any
arbitration  under  this  agreement.  Within  thirty  (30)  days  of the  date a
responsive  pleading  is  filed in any  arbitration  proceeding  hereunder,  all
parties  shall  serve on all other  parties  in initial  disclosure  as would be
required by rule 26, federal rules of civil procedure.

          18.4 For purposes of this provision,  "the parties" means the Company,
Harvest, any guarantor,  beneficiary, trustee, successor or assigns, all persons
and entities signing this or any other agreements,  security instruments, and/or
guarantees,  executed  heretofore or  contemporaneously  with and as part of the
same  transaction  with  this  agreement.   "The  parties"  shall  also  include
individual partners, shareholders, officers, directors, employees, agents and/or
representatives  of any party of those  documents,  and shall  include any other
owner and holder of the loan documents.

          18.5 The  parties  shall have the right to invoke  self-help  remedies
(such as set-off, notification of account debtors, seizure and/or foreclosure of
collateral,  and  non-judicial  sale of  personal  property  and  real  property
collateral) before,  during or after any arbitration and/or to request ancillary
or provisional  judicial  remedies (such as  garnishment,  attachment,  specific
performance,  receiver,  injunction or  restraining  order,  and  sequestration)
before or after any  arbitration.  The parties need not await the outcome of the
arbitration  before  using  self-help  remedies.  Use of  self-help or ancillary
and/or  provisional  remedies  shall not  operate as a waiver of either  party's
right to compel arbitration.

          18.6 The  parties  agree that any  action  regarding  any  controversy
between the parties shall either be brought by arbitration, as described herein,
or by judicial proceedings, but shall not be pursued simultaneously in different
or alternative  forums.  This  provision  shall not operate to limit the parties
from the pursuing self-help remedies before,  during or after any arbitration is
described  in  paragraph  21.5  above.  A timely  written  notice  of  intent to
arbitrate  pursuant to this agreement  stays and/or abates all action in a trial
court,  save and except a hearing on a motion to compel  arbitration  and/or the
entry  of an  order  compelling  arbitration  and  staying  and/or  abating  the
litigation pending the filing of the final award of the arbitrators.

          18.7 Any  aggrieved  party shall  serve a written  notice of intent to
arbitrate  to any and all  opposing  parties  within 360 days after  dispute has
arisen.  A dispute  is defined to have  arisen  only upon  receipt of service of
judicial  process or of a complaint in  arbitration.  Failure to serve a written
notice of intent to arbitrate within the time specified above shall be deemed. A
waiver of the aggrieved  party's right to compel  arbitration of such claim. The
issue of waiver pursuant to this agreement is an arbitrable dispute.

          18.8 Active  participation  in pending  litigation  during the 360 day
notice period,  whether as plaintiff or defendant,  is not a waiver of the right
to compel  arbitration.  All discovery obtained in the pending litigation may be
used in any subsequent arbitration proceeding.

          18.9 Any  arbitrator  selected shall be  knowledgeable  in the subject
matter of the  dispute.  Qualified  retired  judges  shall be selected  whenever
possible through panels maintained by the american arbitration association. Each
of the parties  shall pay an equal share of the  arbitration  costs,  fees,  and
expenses, and of the arbitrators' costs, fees, and expenses.




REVOLVING PROMISSORY NOTE                                                 PAGE 5


<PAGE>



          18.10 All statutes of limitations  which would otherwise be applicable
shall apply to any arbitration  proceeding hereunder and the commencement of any
arbitration proceeding tolls such limitations.

          18.11 In any arbitration proceedings subject to these provisions,  the
arbitrators,  or a majority of them, are  specifically  empowered to decided (by
documents  only,  or  with a  hearing,  at  the  arbitrators'  sole  discretion)
pre-hearing  motions which are substantially  similar to pre- hearing motions to
dismiss and motions for summary adjudication.

          18.12 The  provisions of this section  shall survive any  termination,
amendment,  or  expiration  of the agreement in which this section is contained,
unless all the parties otherwise expressly agree in writing.

          18.13  The  parties   acknowledge  that  this  agreement  evidences  a
transaction involving interstate commerce in that funds which may be advanced or
committed under this agreement are derived from interstate and/or  international
financial markets.  The federal arbitration act shall govern the interpretation,
enforcement,  and  proceedings  pursuant  to  the  arbitration  clause  in  this
agreement.

          18.14 The  arbitrators,  or a majority of them, shall award attorney's
fees and costs to the prevailing party pursuant to the terms of this agreement.

          18.15 Venue of any arbitration  proceeding  hereunder will be in Bexar
County, Texas.

     19. If there is a default by the  Company  under that one  certain  Secured
Loan  Agreement  ("Loan   Agreement")  or  related   Convertible   Secured  Note
("Convertible  Note"), both from the Company to Harvest and both dated effective
___________,  199___ in the original  principal  amount of  ____________________
Dollars ($__________), or any of the instruments securing such Loan Agreement or
Convertible Note, shall constitute a default hereunder and the debt evidenced by
this Note shall  immediately  become payable at the option of Payee. The Company
further  agrees that a default under this Note shall be a default under the Loan
Agreement and Convertible Note.

     20. THIS NOTE IS PAYABLE IN FULL ON __________________.  ON ______________,
THE  COMPANY  MUST  REPAY THE ENTIRE  PRINCIPAL  BALANCE OF THIS NOTE AND UNPAID
INTEREST THEN DUE. HARVEST IS UNDER NO OBLIGATION TO REFINANCE THIS NOTE AT THAT
TIME. COMPANY WILL,  THEREFORE,  BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS
THE  COMPANY  MAY OWN,  OR  COMPANY  WILL  HAVE TO FIND A  LENDER,  WHICH MAY BE
HARVEST,  WILLING TO LEND COMPANY THE MONEY. IF COMPANY  REFINANCES THIS NOTE AT
MATURITY,  COMPANY  MAY HAVE TO PAY SOME OR ALL OF THE  CLOSING  COSTS  NORMALLY
ASSOCIATES WITH A NEW LOAN EVEN IF THE COMPANY OBTAINS REFINANCING FROM HARVEST.




REVOLVING PROMISSORY NOTE                                                 PAGE 6


<PAGE>


     IN WITNESS WHEREOF,  the Company has caused this Note to be executed in its
corporate name by its undersigned duly authorized  officer on  _________________
to be effective


                                       


                                        By:_____________________________________
                                            Name: ______________________________

Title:______________________________


                              GUARANTY OF THIS NOTE

     For value  received,  ____(I or  we)____,  _____(names)___________________,
__(jointly  and  severally)________,  absolutely and  unconditionally  guarantee
payment of this Note according to its terms to the same extent as if ______(I or
we)___,   were  the  maker(s)  of  this  Note,  ___(I  or  we)___  (jointly  and
severally)_________  waive  all  demand  and all  notices,  including  notice of
intention to accelerate the maturity, notice of acceleration of maturity, notice
of nonpayment,  presentment for payment,  protest,  notice of protest,  suit and
diligence.  _____(I or we)____ also (____(jointly and severally)_____  waive any
notice of and  defense  based on the  extension  of time of payment or change in
methods  of  payment  and  consent  to  all  renewals,   extensions,  and  other
adjustments in the manner of payment of this Note. This is a guaranty of payment
and performance,  not of collection,  and it is an agreement of guaranty, not of
suretyship.   ____(I  or  We)____  (___(jointly  and  severally)____  waive  all
requirements  of law, if any,  to require  that any  collection  efforts be made
against  the Company or that any action be brought  against  the Company  before
resorting to this guaranty.

Date: ________________                             _____________________________
                                     Printed Name: _____________________________






REVOLVING PROMISSORY NOTE                                                 PAGE 7