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                                                                  EXHIBIT 10.8.2


                                  June 14, 2002

Total Entertainment Restaurant Corp.
9300 E. Central, Suite 100
Wichita, KS 67206

         Re:      Second Amendment to Loan Agreement

Gentlemen:

         This is will confirm our agreement to amend for a second time the Loan
Agreement between us dated September 1, 1998, which was previously amended by
First Amendment to Loan Agreement dated October 30, 2001. The Second Amendment
to Loan Agreement will provide as follows:

         Section 2.6 shall be added to the Loan Agreement, and shall provide:

                  Section 2.6. RENEWALS AND EXTENSIONS. If no Event of Default
         has occurred or is continuing, Borrower shall have the option to renew
         the Indebtedness outstanding under the Facility Note on its maturity
         date. Such renewal shall be evidenced by a term note having a maturity
         date of October 1, 2007 (the "Renewal Note"). Interest on the Renewal
         Note shall be adjusted on the first day of each month to National Prime
         Rate as of such date less 1/2%. The Renewal Note shall provide for
         equal installments of principal and interest commencing on November 1,
         2003 and continuing each month thereafter as necessary to fully
         amortize the Indebtedness plus future interest over the term. As a
         precondition of such renewal, Borrower and Guarantor agree to execute
         and deliver to Bank such additional documents as may be required by
         Bank to grant, continue or perfect Bank's interest in the Collateral,
         as it may exist at the time of such renewal.

         Any renewal, extension or modification 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. Except as expressly set forth
         herein, Bank is under no obligation to renew any obligation when it
         matures.

         Section 5.7 of the Loan Agreement shall be amended to delete its
existing provisions and insert in lieu thereof the following:

                  Section 5.7. FACILITIES. Keep all Borrower's and Guarantor's
         properties in good repair and condition, and from time to time make
         necessary repairs, renewals and replacements thereto


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         as shall be reasonably necessary for the proper conduct of its
         business. Provided, further, that upon not less than thirty (30) days
         prior written to Bank, Borrower or Guarantor may relocate, consolidate
         or close any of its facilities if such relocation, consolidation or
         discontinuance would not have a material adverse effect upon the
         financial condition or results of operations of Borrower or any
         Guarantor. Borrower and Guarantor shall promptly satisfy any and all
         mechanic's or materialmen's liens filed on any of its facilities.

         We agree that the mutual promises set forth above are good and
sufficient consideration for the Second Amendment to Loan Agreement. Except as
specifically amended as provided above, the Loan Agreement, as amended by First
Amendment to Loan Agreement, shall continue in full force and effect.

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

BY SIGNING BELOW THE PARTIES AFFIRM THERE ARE NOT UNWRITTEN AGREEMENTS BETWEEN
THEM.


                                       INTRUST BANK, N.A.


                                       By  /s/ Bruce Long
                                         ---------------------------------------
                                       Title: Senior Vice President
                                             -----------------------------------


Accepted and Agreed:


Total Entertainment
Restaurant Corp.

By /s/ James K. Zielke
   ---------------------------
Title: Secretary
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