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                                                             Exhibit 4.04(m)

                            PROMISSORY NOTE

$3,000,000.00                                          Dated as of May 14, 1998
                                                            Scottsdale, Arizona

       MORTON'S OF CHICAGO--NORTH MIAMI BEACH, INC., a Delaware corporation 
("Debtor"), for value received, hereby promises to pay to FFCA ACQUISITION 
CORPORATION, a Delaware corporation ("FFCA"), whose address is 17207 North 
Perimeter Drive, Scottsdale, Arizona 85255, or order, on or before May 1, 
2018, as herein provided, the principal sum of up to THREE MILLION AND 00/100 
DOLLARS ($3,000,000.00) or so much thereof as may be advanced by FFCA to 
Debtor from time to time (the "Principal Amount"), and interest on the unpaid 
Principal Amount from time to time outstanding as hereinafter set forth.

       Initially capitalized terms which are not otherwise defined in this 
Note shall have the meanings set forth in the Loan Agreement dated as of the 
date of this Note among Debtor and FFCA, as such agreement may be amended from 
time to time (the "Loan Agreement"). In addition, the following terms shall 
have the following meanings for all purposes of this Note:

               "Adjustable Rate" means an annual interest rate equal to the 
       sum of the Adjustable Rate Basis plus the Applicable Margin, which
       Adjustable Rate shall at no time during the term of this Note be
       greater than [insert rate which is 6% above Adjustable Rate at time of 
       funding of the Initial Loan Amount]% per annum or less than [insert 
       rate which is 2% below Adjustable Rate at time of funding of the 
       Initial Loan Amount]% per annum.

               "Adjustable Rate Basis" means, for any Interest Period, the 
       annual interest rate (rounded upwards, if necessary, to the nearest 
       1/100th of one percent) appearing on Telerate Page 3750 (or any 
       successor page) as the London interbank offered rate for deposits in 
       dollars at approximately 11:00 a.m. (London time) on the Adjustable 
       Rate Reset Date for a term comparable to such Interest Period. If for 
       any reason such rate is not available, the term "Adjustable Rate Basis"
       shall mean, for any Interest Period, the annual interest rate (rounded
       upwards, if necessary, to the nearest 1/100th of one percent) appearing
       on Reuters Screen LIBO Page as the London interbank offered rate for 
       deposits in dollars at approximately 11:00 a.m. (London time) on the 
       Adjustable Rate Reset Date for a term comparable to such Interest 
       Period; provided, however, if more than one rate is specified on the 
       Reuters Screen LIBO Page, the applicable rate shall be the arithmetic 
       mean of all such rates.

               "Adjustable Rate Reset Date" means the fifteenth day of each 
       calendar month, or the next succeeding Business Day if such day is not
       a Business Day, prior to the next Interest Period.

               "Applicable Margin" means an annual percentage equal to 2.75%.

     
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        "Base Interest Rate" means a fixed rate of interest equal to the 
     Treasury Rate plus 2.75%.

        "Business Day" means any day on which FFCA is open for business in 
     the State of Arizona, other than a Saturday, Sunday or a legal holiday.

        "Interest Period" means (i) initially, the period beginning on the 
     date of this Note and ending on the last day of the calendar month in 
     which such date occurs, and (ii) thereafter, the period beginning on the 
     first day of the calendar month and ending on the last day of such 
     calendar month.

        "Loan Agreement" means that certain Loan Agreement dated as of the 
     date of this Note between Debtor and FFCA, as such agreement may be 
     amended from time to time.

        "Maturity Date" means June 1, 2018; provided, however, the Maturity 
     Date shall be amended, as applicable, in the Amended and Restated Note 
     (as defined below) to be the first day of the month immediately 
     following the month in which the twentieth anniversary of the 
     Disbursement occurs.

         "Treasury Rate" means the 10-year U.S. Treasury Rate in effect as 
     reported in the Western Edition of The Wall Street Journal on the tenth 
     calendar day preceding the Disbursement Date. In the event The Wall 
     Street Journal ceases to publish such Treasury information, FFCA shall 
     select an alternative publication which publishes comparable information 
     most nearly approximating such information.

     The Principal Amount shall be advanced only in accordance with the terms 
and conditions of the Loan Agreement. This Note shall be amended and restated 
in its entirety on the date of the Disbursement (the "Disbursement Date") 
pursuant to the Amended and Restated Note.

     During the period of time between the date of this Note and the 
Disbursement Date (the "Interim Term"), interest shall accrue at the 
Adjustable Rate on the Principal Amount outstanding from time to time and 
such interest shall be compounded monthly (such interest as compounded being 
referred to herein as the "Interim Term Interest"); provided, however, the 
Interim Term Interest shall not be paid by Debtor to FFCA during the Interim 
Term, but rather shall be added to the Principal Amount.

    Interest on the outstanding Principal Amount as of the Disbursement Date 
(including the Interim Term Interest) for the period commencing with the 
Disbursement Date through the last day in the month in which the Disbursement 
occurs shall be due and payable upon delivery of the Amended and Restated 
Note. Thereafter, fixed equal monthly payments of principal and interest, 
based on the amortization of the outstanding Principal Amount as of the 
Disbursement Date (including the Interim Term Interest) over a twenty-year 
period at the Base Interest Rate, shall be due and payable, commencing on the 
first day of the second calendar month following the month in which the 
Disbursement occurs and continuing on the first day of each month

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thereafter until the Maturity Date, at which time the outstanding Principal 
Amount and unpaid accrued interest shall be due and payable.

    Debtor may not prepay this Note in full or in part.

    Upon execution of this Note, Debtor shall establish arrangements whereby 
all payments of principal and interest hereunder to be made subsequent to the 
Disbursement Date are transferred by wire or other means directly from 
Debtor's bank account to such account as FFCA may designate or as FFCA may 
otherwise designate.

    This Note is secured by the Mortgage and guaranteed by the Guarantor 
pursuant to the Guaranty. An "Event of Default" shall be deemed to have 
occurred under this Note if (a) any principal, interest or certain other 
monetary sum due under this Note is not paid within five days after the date 
when due and FFCA shall have given Debtor notice thereof and a period of 
seven days from the delivery of such notice shall have elapsed without such 
past-due sum being paid, or (b) an Event of Default (as defined under any of 
the Loan Documents).

    During the continuation of an Event of Default under this Note, then, 
time being of the essence hereof, FFCA may declare the entire unpaid 
principal balance of this Note, accrued interest, if any, and all other sums 
due under this Note and any Loan Documents which secure this Note, due and 
payable at once without notice to Debtor.

    All past-due principal and/or interest shall bear interest from the due 
date to the date of actual payment at the lesser of the highest rate for 
which the undersigned may legally contract, or the rate of 13% per annum (the 
"Default Rate"), and such Default Rate shall continue to apply following a 
judgment in favor of FFCA under this Note; provided, however, the Default Rate 
shall not be applicable if all past-due principal and/or interest is paid in 
full within the notice and cure periods provided for in the Loan Agreement.

    All payments of principal and interest due hereunder shall be made (i) 
without deduction of any present and future taxes, levies, imposts, 
deductions, charges or withholdings of Debtor, which amounts shall be paid by 
Debtor, and (ii) without any other right of abatement, reduction, setoff, 
defense, counterclaim, interruption, deferment or recoupment for any reason 
whatsoever. Debtor will pay the amounts necessary (such amounts are hereby 
deemed not to include income taxes, gross receipts taxes, transfer taxes and 
corporate taxes) such that the gross amount of the principal and interest 
received by FFCA is not less than that required by this Note.

    No delay or omission on the part of FFCA in exercising any remedy, right 
or option under this Note shall operate as a waiver of such remedy, right or 
option. In any event, a waiver on any one occasion shall not be construed as  
a waiver or bar to any such remedy, right or option on a future occasion.

    Debtor hereby waives presentment, demand for payment, notice of dishonor, 
notice of protest, and protest, notice of intent to accelerate, notice of 
acceleration and all other notices or



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demands in connection with delivery, acceptance, performance, default or 
endorsement of this Note.

    All notices, consents, approvals or other instruments required or 
permitted to be given by either party pursuant to this Note shall be in 
writing and given by (i) hand delivery, (ii) facsimile, (iii) express 
overnight delivery service or (iv) certified or registered mail, return 
receipt requested, and shall be deemed to have been delivered upon (a) 
receipt, if hand delivered, (b) transmission, if delivered by facsimile, (c) 
the next business day, if delivered by express overnight delivery service, or 
(d) the third business day following the day of deposit of such notice with 
the United States Postal Service, if sent by certified or registered mail, 
return receipt requested. Notices shall be provided to the parties and 
addresses (or facsimile numbers, as applicable) specified below:

<TABLE>
<CAPTION>

<S>                              <C>

      If to Debtor:               Mr. Thomas Baldwin
                                  Chief Financial Officer
                                  Morton's of Chicago--North Miami Beach, Inc.
                                  3333 New Hyde Park Road
                                  New Hyde Park, New York 11042
                                  Telephone:  (516) 627-1515
                                  Telecopy:   (516) 627-2050

     with a copy to:              Mr. Thomas Baldwin
                                  Chief Financial Officer
                                  Morton's Restaurant Group, Inc.
                                  3333 New Hyde Park Road
                                  New Hyde Park, NY 11042
                                  Telephone:  (516) 627-1515
                                  Telecopy:   (516) 627-2050

     with a copy to:              David Gruber, Esq.
                                  Salamon, Gruber, Newman and Blaymore
                                  97 Powerhouse Road
                                  Suite 102
                                  Roslyn Heights, New York 11577
                                  Telephone:  (516) 625-1700
                                  Telecopy:   (516) 625-1795


 If to FFCA:                      Dennis L. Ruben, Esq.
                                  Executive Vice President and General Counsel
                                  FFCA Acquisition Corporation
                                  17207 North Perimeter Drive
                                  Scottsdale, Arizona 85255
                                  Telephone:  (602) 585-4500
                                  Telecopy:   (602) 585-2226


</TABLE>


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or to such other address or such other person as either party may from time 
to time hereafter specify to the other party in a notice delivered in the 
manner provided above.

     Should any indebtedness represented by this Note be collected at law or 
in equity, or in bankruptcy or other proceedings, or should this Note be 
placed in the hands of attorneys for collection after default, Debtor shall 
pay, in addition to the principal and interest due and payable hereon, all 
costs of collecting or attempting to collect this Note (the "Costs"), 
including reasonable attorneys' fees and expenses of FFCA (including those 
fees and expenses incurred in connection with any appeal and those of FFCA's 
in-house counsel) whether or not a judicial action is commenced by FFCA.

     This Note may not be amended or modified except by a written agreement 
duly executed by Debtor and FFCA. In case any one or more of the provisions 
contained in this Note shall be held to be invalid, illegal or unenforceable 
in any respect, such invalidity, illegality or unenforceability shall not 
affect any other provision of this Note, and this Note shall be construed as 
if such provision had never been contained herein or therein.

     Notwithstanding anything to the contrary contained in any of the Loan 
Documents, the obligations of Debtor to FFCA under this Note and any other 
Loan Documents are subject to the limitation that payments of interest and 
late charges to FFCA shall not be required to the extent that receipt of any 
such payment by FFCA would be contrary to provisions of applicable law 
limiting the maximum rate of interest that may be charged or collected by 
FFCA. The portion of any such payment received by FFCA that is in excess of 
the maximum interest permitted by such provisions of law shall be credited to 
the principal balance of this Note or if such excess portion exceeds the 
outstanding principal balance of this Note, then such excess portion shall be 
refunded to Debtor. All interest paid or agreed to be paid to FFCA shall, to 
the extent permitted by applicable law, be amortized, prorated, allocated 
and/or spread throughout the full term of this Note (including, without 
limitation, the period of any renewal or extension thereof) so that interest 
for such full term shall not exceed the maximum amount permitted by 
applicable law.

     It is the intent of the parties hereto that the business relationship 
created by this Note and the other Loan Documents is solely that of creditor 
and debtor and has been entered into by both parties in reliance upon the 
economic and legal bargains contained in the Loan Documents. None of the 
agreements contained in the Loan Documents is intended, nor shall the same be 
deemed or construed, to create a partnership between FFCA and Debtor, to make 
them joint venturers, to make Debtor an agent, legal representative, partner, 
subsidiary or employee of FFCA, nor to make FFCA in any way responsible for 
the debts, obligations or losses of Debtor. Debtor acknowledges that FFCA (or 
any Affiliate of FFCA) and Franchisor are not affiliates, agents, partners or 
joint venturers, nor do they have any other legal, representative or fiduciary 
relationship other than debtor/creditor and/or landlord/tenant relationships 
unrelated to the transactions contemplated by the Loan Documents.

     FFCA, by accepting this Note, and Debtor acknowledge and warrant to each 
other that each has been represented by independent counsel and Debtor has 
executed this Note after being fully advised by said counsel as to its effect 
and significance. This Note shall be interpreted and 

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construed in a fair and impartial manner without regard to such factors as 
the party which prepared the instrument, the relative bargaining powers of 
the parties or the domicile of any party.

     Time is of the essence in the performance of each and every obligation 
under this Note.

     Debtor acknowledges that this Note was substantially negotiated in the 
State of Arizona, the executed Note was delivered in the State of Arizona, 
all payments under this Note will be delivered in the the State of Arizona 
and there are substantial contacts between the parties and the transactions 
contemplated herein and the State of Arizona.  For purposes of any action or 
proceeding arising out of this Note, the parties hereto expressly submit to 
the jurisdiction of all federal and state courts located in the State of 
Arizona.  Debtor consents that it maybe served with any process or paper by 
registered mail or by personal service within or without the State of Arizona 
in accordance with applicable law.  Furthermore, Debtor waives and agrees not 
to assert in any such action, suit or proceeding that it is not personally 
subject to the jurisdiction of such courts, that the action, suit or 
proceeding is brought in an inconvenient forum or that venue of the action, 
suit or proceeding is improper.  It is the intent of Debtor and FFCA that all
provisions of this Note shall be governed by and construed under the laws of 
the State of Arizona.  Nothing contained in this paragraph shall limit or 
restrict the right of FFCA to commence any proceeding in the federal or state 
courts located in the state in which the Premises is located to the extent 
FFCA deems such proceeding necessary or advisable to exercise remedies 
available under the Loan Documents.

     FFCA, BY ACCEPTING THIS NOTE, AND DEBTOR HEREBY KNOWINGLY, VOLUNTARILY 
AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH 
RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR 
COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS 
SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH 
THIS NOTE, THE RELATIONSHIP OF FFCA AND DEBTOR, DEBTOR'S USE OR OCCUPANCY OF 
THE PREMISES AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR 
STATUTORY REMEDY.  THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY 
HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF 
THEIR BARGAIN.  FURTHERMORE, DEBTOR AND FFCA HEREBY KNOWINGLY, VOLUNTARILY AND 
INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL 
AND INDIRECT DAMAGES FROM THE OTHER PARTY WITH RESPECT TO ANY AND ALL ISSUES 
PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY THEM 
AGAINST THE OTHER PARTY HERETO OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER 
ARISING OUT OF OR IN CONNECTION WITH THIS NOTE OR ANY DOCUMENT CONTEMPLATED 
HEREIN OR RELATED HERETO.  THE WAIVER BY DEBTOR AND FFCA OF ANY RIGHT THEY 
MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL AND INDIRECT DAMAGES HAS BEEN 
NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.




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       This obligation shall bind Debtor and its successors and assigns, and 
the benefits hereof shall inure to FFCA and its successors and assigns. FFCA 
may assign its rights under this Note as set forth in the Loan Agreement.













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       IN WITNESS WHEREOF, Debtor has executed and delivered this Note 
effective as of the date first set forth above.


                                           DEBTOR:

                                           MORTON'S OF CHICAGO--
                                           NORTH MIAMI BEACH, INC.,
                                           a Delaware corporation


                                           By    /s/ Thomas J. Baldwin
                                              -------------------------------

                                           Printed Name    Thomas J. Baldwin
                                                         --------------------

                                           Its    EVP & CFO
                                               ------------------------------






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