LOAN AGREEMENT

         THIS AGREEMENT,  made and entered into this 28th day of April, 2000, by
and between the INTRUST BANK, N.A. (herein referred to as "Bank"), and LONE STAR
STEAKHOUSE & SALOON, INC. (herein referred to as "Borrower").

         WITNESSETH:

         WHEREAS,  Borrower is indebted to bank on a term note and has requested
that it be consolidated into a new credit facility; and

         WHEREAS,  Bank has agreed to provide such credit facility under certain
terms and conditions.

         NOW, THEREFORE,  in consideration of the terms and conditions contained
herein, the parties agree as follows:

                                ARTICLE I - NOTE

         Section  1.1.  REVOLVING  CREDIT  FACILITY.  Bank agrees to establish a
revolving  credit facility of $20,000,000  (the "Facility") in favor of Borrower
evidenced  by a  promissory  note  (the  "Facility  Note"),  a copy of  which is
attached  hereto,  which shall mature on April 10,  2005.  A fee of  one-quarter
(1/4) of one  percent  will be charged to  Borrower  on the amount of the unused
portion of the Facility. Such fee is calculated daily and billed on the last day
of each calendar quarter.

         Section  1.2.  TERMS OF PAYMENT ON CREDIT  FACILITIES.  Interest on the
Facility Note, or any advance  thereunder,  shall be adjusted daily to the Prime
Rate as published in the Money Rates section of the Wall Street Journal. Accrued
interest  shall be due on the 10th day of each month  commencing  May 10,  2000,
until  April 10,  2003,  at which  time the then  balance of the  Facility  will
convert to a term note with monthly  principal and interest  payments  amortized
over the remaining term.

         Section 1.3.  LIMITATIONS  ON CREDIT  FACILITIES.  Borrower may borrow,
partially or wholly repay its borrowings,  and re-borrow, by requesting advances
from the Facility; so long as:

         (a) The Facility balance, including all principal and accrued interest,
does not exceed the amount of the Facility at any one time;

         (b) None of the terms and  conditions of this  Agreement are in default
and Bank has not determined that there has been a material adverse change in the
financial condition of Borrower; and

         (c)  Borrower is not in default  under any loan or any other  financial
obligation, or any other agreement.

         Section 1.4. USE OF PROCEEDS.  The proceeds from the Facility  shall be
used primarily to fund Borrower's repurchase of its common stock, to consolidate
the existing term note into the Facility, and general corporate purposes.


<PAGE>

         Section 1.5. SECURITY. The Facility is unsecured.

         Section 1.6.  RENEWALS AND EXTENSIONS.  Any renewal or extension of the
Facility  Note,  or any advance made  pursuant to the terms of such note, or any
other  indebtedness  which  Borrower may have with Bank in the future,  shall be
subject to the terms of this Agreement. Bank is under no obligation to renew any
indebtedness when it matures.

         Section 1.7.  INDEBTEDNESS.  Where the term  "indebtedness"  is used in
this Agreement,  it shall include all debt of Borrower to Bank of every kind and
description,  direct or  indirect,  primary or  secondary,  secured or unsecured
(including  overdrafts),  joint and several,  absolute or contingent,  due or to
become due,  now  existing or  hereafter  arising,  regardless  of how it may be
evidenced.

                   ARTICLE II - REPRESENTATIONS AND WARRANTIES

         Borrower   hereby   represents  and  warrants,   and  so  long  as  any
indebtedness  from  Borrower  to  the  Bank  remains  outstanding,  continuously
represents and warrants as follows:

         Section 2.1. LEGAL STATUS. Borrower is a corporation duly organized and
existing  under  the  laws of the  State of  Delaware,  and is  qualified  to do
business, and is in good standing, in all jurisdictions in which it conducts its
business.

         Section 2.2. NO VIOLATION.  The making and  performance  by Borrower of
this  Agreement does not violate any provision of law, or result in a breach of,
or constitute a default under,  Borrower's articles of incorporation and bylaws,
or any  Loan  Documents,  agreement,  indenture  or  other  instrument  to which
Borrower may be a party or by which it may be bound.

         Section 2.3. LITIGATION.  There are no pending or threatened actions or
proceedings before any court or administrative agency against Borrower which may
adversely  affect the  financial  condition or operation of Borrower  other than
those heretofore disclosed to Bank in writing.

         Section  2.4.  CORRECTNESS  OF  FINANCIAL  STATEMENTS.   The  financial
statements heretofore and hereafter delivered by Borrower to Bank present fairly
the financial  condition of Borrower,  and have been prepared in accordance with
generally accepted accounting principles consistently applied. As of the date of
each such financial  statement,  and since such date, there has been no material
adverse  change in the  condition or  operation  of  Borrower,  nor has Borrower
mortgaged,  pledged or granted a security interest in, or encumbered, any assets
or properties since such date.

         Section  2.5.   AUTHORIZATION.   The  Loan  Documents  have  been  duly
authorized,  executed and  delivered  by Borrower  and are the legal,  valid and
binding obligations of Borrower, enforceable in accordance with their respective
terms. As used in this Loan Agreement,  "Loan Documents" shall mean and refer to
this Loan Agreement, all Notes and other documents and agreements required to be
executed  herein,  and as any of  them  may be  extended,  renewed,  amended  or
supplemented from time to time.

         Section 2.6. NO  SUBORDINATION.  The obligations of Borrower under this
Agreement,  are not  subordinated in right of payment or in lien priority to any
obligation of Borrower.


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<PAGE>

         Section 2.7. PERMITS,  FRANCHISES. The Borrower now possesses, and will
hereafter possess, all permits, memberships, franchises, contracts, and licenses
required and all  trademark  rights,  trade names,  trade name rights,  patents,
patent rights,  and fictitious name rights necessary to enable it to conduct its
business without conflict with the rights of others.

                       ARTICLE III - CONDITIONS PRECEDENT

         The  obligation  of Bank to make any advance under any Note, is subject
to the fulfillment of the following conditions:

         Section 3.1. APPROVAL OF BANK COUNSEL.  All legal matters incidental to
all such advances hereunder shall be satisfactory to legal counsel of Bank.

         Section 3.2.  COMPLIANCE.  The representations and warranties contained
herein shall be true as of the date of the signing of this  Agreement and on the
date of any advance,  no Event of Default,  as defined in Article VI herein, and
no condition, event or act which, with the giving of notice or the lapse of time
or both, would constitute an Event of Default, shall have occurred.

         Section 3.3.  DOCUMENTATION.  Borrower  shall have delivered to Bank in
form and substance satisfactory to Bank the following described documents:

         (a) This Agreement and other Loan Documents duly executed by Borrower;

         (b) Certified copy of Corporate  Resolution of Borrower  ratifying this
Agreement and authorizing the execution of the Loan Documents; and

         (c) Such other documentation as the Bank may reasonably require.

                       ARTICLE IV - AFFIRMATIVE COVENANTS

         Borrower  covenants  that so long as Borrower is indebted to Bank under
this Agreement, Borrower will:

         Section  4.1.  PUNCTUAL  PAYMENT.  Punctually  pay to Bank all payments
required to be made under this Loan Agreement and any Note.

         Section 4.2. ACCOUNTING  RECORDS.  Maintain adequate books and accounts
in  accordance  with  generally  accepted  accounting  principles   consistently
applied,  so that any  time,  and  from  time to  time,  the  true and  complete
financial  condition  of  Borrower  is  fairly  presented  and  can  be  readily
determined,  and permit any  representative  of Bank at any reasonable  time, to
inspect,  audit and examine  such books and accounts of Borrower and permit Bank
to make and  obtain  copies of any such  books and  accounts,  and to permit any
representative of Bank to inspect the properties of Borrower.

         Section 4.3. FINANCIAL STATEMENTS: Furnish Bank:

         (a) Not later than 120 days after,  and as of the end of each  calendar
year, an audited  financial

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<PAGE>

statement of Borrower to include balance sheet and income statement;

         (b) Not later than 45 days after the end of each month, a balance sheet
and statement of income of Borrower in a form  satisfactory  to Bank,  certified
correct by an officer of Borrower;

         (c) Not later  than 10 days after the end of each  month,  a summary of
the number of Borrower's  shares  repurchased the previous month and the average
cost per share of such repurchased  shares,  certified  correct by an officer of
Borrower; and:

         (d) From time to time such  other  information  as Bank may  reasonably
request.

         Section 4.4. NOTICE TO ACCOUNTANTS.  Notify  Borrower's  accountants in
writing that Bank intends to rely upon  financial  information  prepared by such
accountants in behalf of Borrower in  determining  whether to make any extension
of credit  covered by this Loan  Agreement,  including  any advance,  renewal or
extension thereto.

         Section 4.5. EXISTENCE.  Preserve and maintain the existence and all of
the rights,  privileges and  franchises of Borrower;  conduct all business in an
orderly,  efficient, and regular manner; and comply with the requirements of all
applicable laws, rules, regulations and orders of a governmental authority.

         Section 4.6.  INSURANCE.  Maintain  and keep in force  insurance of the
types and in amounts customarily carried in the line of business similar to that
of  Borrower,  including  fire,  public  liability,  property  damage,  workers'
compensation,  and carried with companies and in amounts  satisfactory  to Bank;
and  Borrower  shall  deliver  to Bank  from time to time,  at  Bank's  request,
schedules  setting forth all insurance  then in effect.  Borrower shall maintain
and keep in force product  liability  insurance in such amounts deemed  adequate
and economically feasible by the parties.

         Section 4.7. FACILITIES.  Keep all Borrower's properties in good repair
and  condition,  and from  time to time make  necessary  repairs,  renewals  and
replacements  thereto  so that such  properties  shall be fully and  efficiently
preserved and maintained. Borrower shall promptly satisfy any and all mechanic's
or materialmen's liens filed on any of its facilities.

         Section 4.8.  TAXES AND OTHER  LIABILITIES.  Pay and discharge when due
any and all  indebtedness,  obligations,  assessments,  and  taxes of  Borrower,
except such as it may in good faith  contest or as to which a bona fide  dispute
may arise.

         Section 4.9. LITIGATION. Promptly give notice in writing to Bank of any
litigation pending or threatened against Borrower.

         Section 4.10.  NOTICE TO BANK.  Promptly give notice in writing to Bank
of (a) the occurrence of any Event of Default, as defined in Article VI; (b) any
change in the name,  identity or corporate  structure  of  Borrower;  or (c) any
uninsured or partially uninsured loss through fire, theft, liability or property
damage in excess of an aggregate of $100,000 to Borrower.

         Section 4.11.  FINANCIAL  CONDITIONS.  Maintain a minimum level of cash
and cash-equivalents, as determined by generally accepted accounting principles,
of $10,000,000.

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<PAGE>

         Section 4.12. PAYMENT OF COSTS AND EXPENSES.  Borrower agrees to pay to
Bank, on demand,  all reasonable and necessary costs and expenses as provided in
this  Agreement  and the  other  Loan  Documents,  and all  costs  and  expenses
reasonably and necessarily incurred by Bank from time to time in connection with
this  Agreement and the other Loan  Documents,  including,  without  limitation,
those reasonably and necessarily incurred in:

         (a) preparing, negotiating,  amending, waiving or granting consent with
respect to the terms of any or all of the Loan Documents;

         (b) enforcing the Loan Documents;

         (c) performing  any of Borrower's  duties under the Loan Documents upon
Borrower's failure to perform them;

         (d)  compromising,  pursuing,  or defending any controversy,  action or
proceeding  resulting,  directly or indirectly,  from Bank's  relationship  with
Borrower, regardless of whether Borrower is a party to such controversy,  action
or proceeding and whether the controversy, action or proceeding occurs before or
after  all  indebtedness  owing  to Bank by  Borrower  has  been  paid in  full;
provided,  however,  that  Borrower  shall  not be  liable to Bank for costs and
expenses  resulting from the gross negligence or the willful  misconduct of Bank
in connection therewith; and

                                    (e) enforcing or collecting  any part of the
indebtedness owing to Bank by Borrower contemplated under the Loan Documents;

Any amount due to Bank pursuant to this Section shall,  if not paid upon demand,
accrue interest at the per annum rate of seven (7) percentage points over Bank's
base rate as adjusted from time to time.

                         ARTICLE V - NEGATIVE COVENANTS

         Borrower  covenants  that so long as  Borrower  is  indebted  to  Bank,
Borrower will not, without prior written consent of Bank:

         Section 5.1. OTHER  INDEBTEDNESS.  Except as to indebtedness owed Bank,
create,  incur,  or permit to exist any liabilities  resulting from  borrowings,
loans or advances,  whether  secured or  unsecured,  or any liens,  mortgages or
other encumbrances,  other than indebtedness  outstanding as of the date of this
Agreement.  Nothing  in this  Section  shall  prevent  Borrower  from  incurring
obligations in the ordinary course of business.

         Section 5.2. MERGER, CONSOLIDATION,  SALE OF ASSETS, MANAGEMENT CHANGE.
Merge into or consolidate  with any corporation or other entity,  or acquire all
or substantially  all of the assets of any other corporation or entity; or sell,
lease, assign,  transfer or otherwise dispose of all or substantially all of its
operating assets, or materially change or remove senior management.

         Section  5.3.  GUARANTEES.  Guarantee  or  become  liable in any way as
surety,  endorser  (other  than as  endorser of  negotiable  instruments  in the
ordinary course of business) or accommodation for the debt or

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<PAGE>

obligations of any person or entity.

         Section 5.4. NEGATIVE PLEDGE.  Pledge,  assign,  mortgage,  transfer or
grant any security interest in any asset of Borrower.

                         ARTICLE VI - EVENTS OF DEFAULT

         Section 6.1. EVENTS OF DEFAULT.  Any of the following shall  constitute
an Event of Default.

         (a) Default by Borrower in any payment of principal  or interest  under
any indebtedness to Bank or any sum due in this Agreement; or

         (b) Any  representation  or warranty made by Borrower  hereunder  which
shall prove to be at any time incorrect in any material respect; or

         (c) Default by Borrower in the performance of any other term,  covenant
or agreement  contained  herein,  which default is not cured within 20 days from
its occurrence; or

         (d) Default by Borrower under the terms of any agreement, note or other
instrument  and such  default  having not been cured  within 30 days;  provided,
however, that if Borrower defaults in its performance under any other agreement,
note,  or  instrument  and such  default  causes  Borrower's  obligations  to be
immediately due and payable, then Bank, in its sole discretion,  may immediately
exercise its rights under Section 6.2 herein; or

         (e) The failure of Borrower to promptly pay and discharge any judgment,
levy of  attachment,  execution or other process  against the assets of Borrower
and  such  judgment  be not  satisfied,  or such  levy or other  process  be not
removed, within 10 days after the entry of levy thereof; or

         (f) Borrower  shall be  adjudicated a bankrupt or  insolvent,  or shall
consent to or apply for the appointment of a receiver,  trustee or liquidator of
itself or any of its  property,  or shall admit in writing its  inability to pay
its debts  generally as they become due, or shall make a general  assignment for
the benefit of  creditors,  or shall file a voluntary  petition in bankruptcy or
voluntary  petition or an answer  seeking  reorganization  or  arrangement  in a
proceeding under any bankruptcy law; or

         (g) There shall have occurred a material adverse change,  as reasonably
determined by Bank,  in the financial  condition or results in operations of the
Borrower  since the date of this  Agreement  including,  but not  limited  to, a
change in ownership or management of Borrower; or

         (h) An Event of Default (as defined in the other Loan Documents) occurs
in any of the other Loan Documents.

         Section 6.2.  ACCELERATION.  If an Event of Default  shall  occur,  any
indebtedness of Borrower under this Agreement or any Note, any term of such Note
to the contrary  notwithstanding,  shall,  at Bank's  option and without  notice
become immediately due and payable without presentment, notice or demand, all of
which are hereby  expressly waived by Borrower;  and the obligation,  if any, of
the Bank to permit further

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<PAGE>

borrowings hereunder shall immediately cease and terminate.

                           ARTICLE VII - MISCELLANEOUS

         Section 7.1.  WAIVER.  No delay or failure of Bank, in  exercising  any
right,  power  or  privilege  hereunder,  shall  affect  such  right,  power  or
privilege;  nor shall any single or partial  exercise thereof or any abandonment
or  discontinuance  of  steps  to  enforce  such a  right,  power  or  privilege
hereunder,  shall affect such right, power or privilege. The rights and remedies
of Bank hereunder are cumulative and not exclusive.  Any waiver, permit, consent
or approval of any kind to Bank, of any breach or default hereunder, or any such
waiver of any provisions or conditions  hereof,  must be in writing and shall be
effective only to the extent set forth in such writing.

         Section 7.2.  JURY  WAIVER.  Borrower  expressly  waives any right to a
trial by jury in any  action or  proceedings  to  enforce  or defend  any rights
hereunder or under any amendment,  instrument,  document or agreement delivered,
or which may hereafter be delivered, to Borrower.

         Section 7.3.  NOTICES.  All notices,  requests and demands  given to or
made upon the respective parties shall be deemed to have been given or made when
deposited in the mail, postage prepaid, and addressed as follows:

         Borrower:             Randy Pierce, CFO
                               224 E. Douglas, Suite 700
                               Wichita, Kansas 67202

                               And copy to:
                               Jamie B. Coulter, Chairman & CEO
                               224 E. Douglas, Suite 700
                               Wichita, Kansas 67202

         Bank:                 INTRUST Bank, N.A.
                               P.O. Box One
                               Attn:  First Centre Dept.
                               Wichita, KS  67201

         Section 7.4.  WRITTEN  AGREEMENTS.  THIS LOAN AGREEMENT,  TOGETHER WITH
OTHER  WRITTEN  AGREEMENTS  OF THE  PARTIES,  IS  THE  FINAL  EXPRESSION  OF THE
AGREEMENT  BETWEEN THE BANK AND THE  BORROWER,  AND MAY NOT BE  CONTRADICTED  BY
EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL AGREEMENT BETWEEN THE PARTIES. ANY
NON-STANDARD TERM MUST BE WRITTEN BELOW TO BE ENFORCEABLE.


         BY SIGNING BELOW THE PARTIES  AFFIRM THERE ARE NO UNWRITTEN  AGREEMENTS
BETWEEN THEM.

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<PAGE>

                  "BANK"                             "BORROWER"
              INTRUST Bank, N.A.             Lone Star Steakhouse & Saloon, Inc.

By ________________________________          By ______________________________
     Mark Dennett, Vice President               John D.. White, Executive Vice
                                                President

                                             By ______________________________
                                                Randall H. Pierce, Chief
                                                Financial Officer

         Section 7.5. KANSAS LAW  APPLICABLE.  This Agreement shall be construed
in accordance with the laws of the State of Kansas, without regard to principles
of conflicts of laws, and applicable federal law. Borrower expressly agrees that
jurisdiction and venue for all legal  proceedings  filed in connection  herewith
shall lie exclusively in Sedgwick County, Kansas.

         Section 7.6. OTHER LOAN DOCUMENTS. Borrower understands and agrees that
it is  additionally  bound  by  the  terms  and  conditions  of the  other  Loan
Documents,  which such terms and conditions are  incorporated  herein and made a
part of this  Agreement.  To the extent that any term or provision  contained in
other Loan Documents  conflicts with a term or provision of this Agreement,  the
term or provision  providing  the Bank the most  security or the greatest  right
shall control.

         Section 7.7. BINDING EFFECT.  The rights and obligations of the parties
under this  Agreement  shall inure to the benefit of, and shall be binding  upon
their successors and assigns.

         Section 7.8. COUNTERPARTS. This Agreement may be executed in any number
of  counterparts,  each of which  shall be deemed an  original  but all of which
together shall constitute one and the same instrument.

         IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day
first above written.

                  "BANK"                             "BORROWER"
              INTRUST Bank, N.A.             Lone Star Steakhouse & Saloon, Inc.

By ________________________________          By ______________________________
     Mark Dennett, Vice President               John D.. White, Executive Vice
                                                President

                                             By ______________________________
                                                Randall H. Pierce, Chief
                                                Financial Officer


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