<PAGE>
                                                                  EXHIBIT 10.8


                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT, made and entered into this 1st day of September,
1998 by and among INTRUST BANK, N.A. (herein referred to as "Bank"), TENT
Finance, Inc. , a Delaware corporation, and Total Entertainment Restaurant
Corp., a Delaware corporation (herein collectively referred to as "Borrower")
and the Subsidiaries, as defined below (herein collectively referred to as
"Guarantor").

                  WITNESSETH:

                  WHEREAS, Borrower has requested a revolving line of credit in
the amount of $20,000,000 from Bank; and

                  WHEREAS, Bank has agreed to provide such line of credit under
certain terms and conditions; and

                  WHEREAS, Guarantor has agreed to guarantee Borrower's
obligations to Bank and hypothecate its assets as additional security for the
line of credit.

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

                                    ARTICLE I
                                  DEFINITIONS

                  1.1. Definitions. When used in this Agreement, the following
terms shall have the following meanings:

                  (a) "Accounts" shall mean the accounts of the Borrower and
Guarantor as that term is defined in the UCC. "Accounts" include all
receivables, third-party claims, instruments, documents, chattel paper and
executory contract rights

                  (b) "Agreement" shall mean this Loan Agreement together with
all amendments and supplements hereto.

                  (c) "Capital Lease Excess" shall mean the amount by which the
total outstanding under all Capital Leases of Borrower or Guarantor on a
consolidated basis, exceeds the sum of one million dollars ($1,000,000.00).
"Capital Leases" shall mean leases of personal property which are eligible for
capital treatment under generally accepted accounting principles consistently
applied.

                  (d) "Collateral" shall mean all of Borrower's and Guarantor's
right, title and interest in its Accounts, Contracts, Equipment, General
Intangibles and Inventory along with all Borrower's and Guarantor's right, title
and interest in its Restaurants, including but not limited to, the Real Estate,
Leaseholds, FF&E, Accounts, Contracts, General Intangibles, Inventory, Licenses
and Permits and Trademark Licenses relating to the Restaurants, whether now
owned or hereafter acquired, including all proceeds from the disposition or
collection thereof.


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                  (e) "Contracts" shall mean all contracts, agreements and
warranties governing the use, occupancy, operation, management, name, or chain
affiliation and /or repair and service of a Restaurant, and all leases and
occupancy agreements, and all amendments, modifications, and supplements to any
of the foregoing, of Borrower and Guarantor.

                  (f) "EBITDA" shall mean the aggregate of Borrower's and
Guarantor's consolidated net income before interest expense, tax expense,
depreciation expense and amortization expense cumulated for the fifty two (52)
weeks immediately preceding the date of determination, excluding EBITDA
generated by any New Restaurant.

                  (g) "EBITDA Multiple" shall mean the factor 2.5 from the date
of this Agreement until March 31, 1999, and the factor 2.25 commencing April 1,
1999.

                  (h) "Equipment" shall mean Borrower's and each of Guarantor's
equipment as that term is defined in the UCC.

                  (i) "Event of Default" shall mean an event described in
Article VII.

                  (j) "Facility" shall mean the revolving credit facility
extended to Borrower by Bank evidenced by the Facility Note, as further
described in Section 2.1 hereof.

                  (k) "FF&E" shall mean Borrower's and each of Guarantor's
fixtures, furnishings, Equipment, furniture and other items of tangible personal
property now or hereafter located in the Restaurant or used in connection with
the operation, and the maintenance of all or any part of the Restaurant,
including, without limitation, appliances, machinery, equipment, signs, artwork,
furnishings, and specialized equipment for kitchens, laundries, bars,
restaurants, public rooms, linens, dishware, awnings, shades, blinds, floor
coverings, hall and lobby equipment, heating, lighting, plumbing, ventilating,
refrigerating, incinerating, elevators, escalators, air conditioning and
communication systems, security systems, sprinkler systems, fire prevention and
extinguishing apparatus, cash registers, computers and related equipment,
equipment for the maintenance, repair and cleaning of parking areas, walks,
driveways and common areas.

                  (l) "General Intangibles" shall mean Borrower's and each of
Guarantor's general intangibles as that term is defined in the UCC.

                  (m) "Indebtedness" shall refer to all debt, including all
contract, tort and statutory obligations of any nature of Borrower or Guarantor
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.

                  (n) "Inventory" shall mean Borrower's and each of Guarantor's
inventory as that term is defined in the UCC.

                  (o) "Leasehold" shall mean the interest of Borrower or
Guarantor under any ground lease or lease of improvements, including the
leasehold estate created thereby, and the buildings, structures, fixtures,
additions, enlargements, extensions, modifications, repairs,


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replacements and improvements now or hereafter located thereon, plus all
modifications, extensions and renewals of any lease and all credits, deposits,
options, privileges and rights of Borrower or Guarantor as lessee under a lease,
including, but not limited to, the right, if any, to renew or extend the lease
for a succeeding term or terms; all the estates, rights, title, claims or
demands whatsoever of Borrower or Guarantor either in law or in equity, in
possession or expectancy, of, in and to the real estate covered by any lease or
improvements located thereon; and all easements, rights-of-way, strips of land,
streets, ways, alleys, passages, sewer rights, water, water courses, water
rights and powers, air rights and development rights.

                  (p) "Licenses & Permits" shall mean all building permits,
certificates of occupancy and other permits, licenses, memberships, franchises,
contracts, approvals and authorizations necessary for Borrower or Guarantor to
own, use, occupy, operate or maintain a Restaurant or any part thereof as
operated now or in the future, including any license required for the service of
alcoholic beverages.

                  (q) "Loan Documents" shall mean and refer to this Agreement,
the Note, all mortgages or deeds of trust, all security agreements and
assignments, all guaranty agreements, and all other documents and agreements
required to be executed herein or executed pursuant hereto, and as any of them
may be extended, renewed, amended or supplemented from time to time.

                  (r) "National Prime Rate" shall mean the Prime Rate as
published in the Wall Street Journal, Money Rates Table, as of the date of any
interest rate adjustment.

                  (s) "Net Worth" shall mean at any date the net worth of
Borrower, consolidated with Guarantor, including intangible assets not to exceed
$6,000,000, as determined under GAAP.

                  (t) "New Restaurant" shall mean a Restaurant under
construction or in its first fiscal quarter of operation, if the results of its
operation are not, and have not previously been, included in Borrower's EBITDA
calculation.

                  (u) "Note" shall mean the Facility Note, and all extensions,
renewals, modifications or replacements thereof.

                  (v) "Operating Leases" shall mean leases of personal or real
property by Borrower or Guarantor, the payment of which is deducted from the
results of operations of Borrower or Guarantor prior to calculation of EBITDA.

                  (w) "Real Estate" shall mean the real estate, all buildings or
improvements situated thereof, together with all easements, servitudes, rights
of way, sewer rights and all appurtenances whatsoever, in any way now or
hereafter belonging to the real estate and the rents, issues and profits
thereof.

                  (x) "Restaurant" shall mean the Real Estate, if owned by
Borrower or Guarantor; any Leasehold interest of Borrower or Guarantor; all
improvements, buildings, structures and appurtenances located on the Real Estate
or any leasehold, including bars, banquet, meeting and other public rooms,


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garage and parking spaces, kitchens, storerooms and maintenance workshops and
all public grounds; and all Accounts, Contracts, General Intangibles, Inventory,
Licenses and Permits, FF&E, plans and specifications, Trademark Licenses and all
other property of every kind and description used or useful in the ownership,
occupancy, operation, and maintenance of the restaurant as currently operated or
proposed to be operated in the future, together with any and all proceeds of the
foregoing, including, without limitation, any and all cash and noncash
consideration received from the sale, exchange, lease, collection or other
disposition of any of the foregoing, any payment received from any insurer or
other person or entity as a result of the destruction, loss, theft, damage or
other involuntary conversion of whatever nature of any of the foregoing, and all
replacements, substitutions for the foregoing or assessions thereto.

                  (y) "Subsidiaries" shall mean on the date of this Agreement,
the entities identified on Attachment "A" hereto. "Subsidiaries" shall further
include all future entities owned in whole or in part by TENT Finance, Inc. to
the extent such entities own and operate Fox & Hound Restaurants, Bailey's
Sports Grilles, or other ventures financed in whole or in part by proceeds of
the Facility.

                  (z) "Trademark Licenses" shall mean all trademark rights,
trade names, trade name rights, patents, patent rights, and fictitious name
rights necessary to enable Borrower or Guarantor to conduct its business without
conflict with the rights of others, including contracts granting to Borrower or
Guarantor any right to use any Trademark or name with regard to a Restaurant or
part thereof.

                  (aa) "UCC" shall mean the Uniform Commercial Code as from time
to time in effect in the State of Kansas.

                                   ARTICLE II
                                NOTE AND SECURITY

                  Section 2.1. FACILITY. Pursuant to the terms and conditions of
this Agreement, Bank agrees to establish a Facility of $20,000,000 in favor of
Borrower, to be evidenced by a Facility Note which shall mature on October 1,
2001. A copy of the Facility Note is attached hereto as Attachment "B".
Advances under the Facility will be made by Bank to Borrower from time to time
in accordance with the terms and conditions of this Agreement. All advances
shall be used by Borrower solely for the purposes set forth in Section 2.4
hereof.

                  Section 2.2. TERMS OF PAYMENT ON FACILITY. Interest on the
Note, or any advance thereunder, shall be adjusted on the first day of each
month to National Prime Rate as of such date less 1/2%. Accrued interest shall
be due on the first day of each month beginning October 1, 1998. Principal shall
be due and payable at maturity.

                  Section 2.3. LIMITATIONS ON THE FACILITY. Borrower may borrow,
partially or wholly repay its borrowings, and reborrow, by requesting advances
from the Facility, so long as:

                  (a) The total Indebtedness owed Bank, including all principal
and accrued interest does not exceed the Facility at any one time;


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<PAGE>

                  (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 on a consolidated basis; or

                  (c) Neither Borrower nor Guarantor is in default under any
loan, any other financial obligation, or any other material agreement.

                  (d) The advance, when aggregated with all outstanding
Indebtedness of Borrower, will not result in a breach of the financial covenants
set forth in Section 5.12 hereof, as of the date of such loan or advance
hereunder; and

                  (e) The advance, when aggregated with all outstanding loans,
advances or loan commitments by Bank, to Borrower (or to other persons or
entities required by law to be aggregated with the outstanding loans of
Borrower), would not exceed Bank's legal lending limit determined pursuant to
federal regulations and issuances of the Office of the Comptroller of the
Currency, as of the date of such loan or advance hereunder.

                  Section 2.4. USE OF PROCEEDS. The proceeds from the Facility
shall be used for working capital and restaurant development, including
acquisition of furnishings, fixtures, equipment and leaseholds for Fox & Hound
restaurants, English Pub & Grille restaurants, Bailey's Sports Grille, Baileys
Pub & Grille restaurants, or other ventures approved by Bank.

                  Section 2.5. SECURITY. As security for the entire Indebtedness
to Bank, Borrower and Guarantor hereby pledge, assign and grant a first security
interest in favor of Bank in the Collateral of Borrower and Guarantor. It is
acknowledged that Borrower may from time to time form additional Subsidiaries
for the purpose of operating additional locations. From the date of formation of
such new Subsidiary, it shall be deemed a Guarantor hereunder, subject to the
terms and condition of this Agreement. Borrower agrees to promptly notify Bank
of the formation of any new Subsidiary and to cause such Subsidiary to deliver
to Bank an unlimited guaranty of the Indebtedness and other Loan Documents
reasonably requested by Bank to grant and perfect in Bank a first and prior
security interest in the Collateral held by such new Subsidiary.

                  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,
2005 (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, 2001 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.


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Except as expressly set forth herein, Bank is under no obligation to renew any
obligation when it matures.

                  ARTICLE III - REPRESENTATIONS AND WARRANTIES

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

                  Section 3.1. 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. Guarantor is an entity as described on Attachment "A",
organized and existing under the laws set forth on Attachment "A", and is
qualified to do business, and is in good standing, in all jurisdictions in which
it conducts its business.

                  Section 3.2. NO VIOLATION. The making and performance by
Borrower and Guarantor of this Agreement does not violate any provision of law,
or result in a breach of, or constitute a default under, Borrower's or
Guarantor's articles of incorporation and bylaws, or any Loan Documents,
agreement, indenture or other instrument to which Borrower or Guarantor may be a
party or by which it may be bound.

                  Section 3.3. LITIGATION. There are no pending or threatened
actions or proceedings before any court or administrative agency against
Borrower or any Guarantor which would have a material adverse effect upon the
financial condition or results of operations of Borrower or any Guarantor other
than those heretofore disclosed to Bank in writing.

                  Section 3.4. CORRECTNESS OF FINANCIAL STATEMENTS. The
financial statements heretofore and hereafter delivered by Borrower to Bank
present fairly the financial condition of Borrower, consolidated with Guarantor,
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
financial condition or results of operations of Borrower or Guarantor, nor has
Borrower or Guarantor mortgaged, pledged or granted a security interest in, or
encumbered, any assets or properties since such date.

                  Section 3.5. AUTHORIZATION. The Loan Documents have been duly
authorized, executed and delivered by Borrower and Guarantor and are the legal,
valid and binding obligations of Borrower and Guarantor enforceable in
accordance with their respective terms except as rights to indemnity and
contribution contained in the Loan Documents may be limited by applicable law
and except as enforceability may be limited by bankruptcy, insolvency,
moratorium and similar laws affecting creditors' rights.

                  Section 3.6. NO SUBORDINATION. The obligations of Borrower and
Guarantor under this Agreement and the Loan Documents, are not subordinated in
right of payment or in lien priority to any obligation of Borrower or Guarantor.


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                  Section 3.7. PERMITS, FRANCHISES. The Borrower or Guarantor,
as applicable, now possesses, and will hereafter possess, all Licenses and
Permits and Trademark Licenses, except where the failure to possess such
Licenses and Permits and Trademark Licenses would not have a material adverse
effect upon the financial condition or results of operations of the Borrower or
any Guarantor.

                  Section 3.8. YEAR 2000 COMPLIANT. Borrower and each Guarantor
has:

                  (a) Undertaken a detailed inventory, review, and assessment of
all areas within its business and operations that could be materially adversely
affected by the failure of Borrower or Guarantor to be Year 2000 Compliant on a
timely basis;

                  (b) Developed a plan and timeline for becoming Year 2000
Compliant on a timely basis; and

                  (c) To date, implemented in all material respects that plan in
accordance with that timetable, except to the extent that a failure to do so
could not reasonably be expected to have a material adverse effect on the
financial condition or results of operations of Borrower or any Guarantor.

Borrower and Guarantor reasonably anticipate that they will be Year 2000
Compliant on a timely basis. Borrower and Guarantor plan to make timely written
inquiry of each of their key suppliers, vendors, and customers as to whether
such persons will, on a timely basis, be Year 2000 Compliant in all material
respects and on the basis of such inquiry believe that all such persons will be
so compliant. For the purposes hereof, "Year 2000 Compliant" means, with regard
to any entity, that all software, embedded microchips, and other processing
capabilities utilized by, and material to the business operations or financial
condition of, such entity are able to interpret and manipulate data on and
involving all calendar dates correctly and without causing any abnormal ending
scenario, including in relation to dates in and after the Year 2000. For
purposes hereof, "key suppliers, vendors and customers" refers to those
suppliers, vendors and customers of Borrower or Guarantor whose business failure
would, with reasonable probability, result in a material adverse change in the
business, properties, condition (financial or otherwise), or prospects of
Borrower or Guarantor.

                        ARTICLE IV - CONDITIONS PRECEDENT

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

                  Section 4.1. APPROVAL OF BANK COUNSEL. All legal matters
incidental to all such advances hereunder shall be satisfactory to legal counsel
of Bank.

                  Section 4.2. 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 VII
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.


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                  Section 4.3. 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 and Guarantor granting to Bank a first and prior perfected security
interest in the Collateral;

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

                  (c) Certified copy of Resolution of Guarantor ratifying this
Agreement and authorizing the Guaranty Agreement and other Loan Documents;

                  (d) Unlimited unconditional Guaranty Agreement from the
Guarantors;

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

                        ARTICLE V - AFFIRMATIVE COVENANTS

                  Borrower and Guarantor covenant that so long as Borrower is
indebted to Bank under this Agreement, Borrower and Guarantor will:

                  Section 5.1. PUNCTUAL PAYMENT. Punctually pay to Bank all
payments required to be made under this Loan Agreement and any Note.

                  Section 5.2. 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 consolidated with Guarantor 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 or any Guarantor 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 and any Guarantor.

                  Section 5.3. FINANCIAL STATEMENTS: Furnish Bank:

                  (a) Not later than 105 days after, and as of the end of each
fiscal year, a financial statement of Borrower prepared by a certified public
accountant to include balance sheet and income statement;

                  (b) Not later than 50 days after the end of each calendar
quarter, a balance sheet and statement of income of Borrower, consolidated with
Guarantor, in a form satisfactory to Bank, certified correct by an officer of
Borrower;

                  (c) Not later than 15 days after the end of each 4 week
accounting period, a borrowing base certificate in a form acceptable to Bank, to
include certification of EBITDA and detailed description of New Restaurants
opened for business during the period, certified correct by an officer of
Borrower; and


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

                  Section 5.4. NOTICE TO ACCOUNTANTS. Notify Borrower's and
Guarantor's accountants in writing that Bank intends to rely upon financial
information prepared by such accountants on behalf of Borrower and each
Guarantor in determining whether to make any extension of credit covered by this
Loan Agreement, including any advance, renewal or extension thereto.

                  Section 5.5. EXISTENCE. Preserve and maintain the existence
and all of the rights, privileges and franchises of Borrower and Guarantor;
conduct all business in an orderly, efficient, and regular manner; and comply in
all material respects with the requirements of all applicable laws, rules,
regulations and orders of a governmental authority except where the failure to
preserve and maintain such rights, privileges and franchises or where the
failure to comply with such laws, rules, regulations and orders would not have a
material adverse effect upon the financial condition or results of operations of
Borrower or any Guarantor. Provided, further, that upon the prior written
consent of Bank which shall not be unreasonably withheld or delayed, Borrower or
Guarantor may relocate, consolidate or close any Restaurant 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.

                  Section 5.6. 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 and Guarantor, including, but not limited to, fire, public
liability, property damage, workers' compensation, and carried with companies
and in amounts reasonably satisfactory to Bank; and Borrower and Guarantor shall
deliver to Bank from time to time, at Bank's request, schedules setting forth
all insurance then in effect. Borrower and Guarantor shall maintain and keep in
force product liability insurance in such amounts deemed adequate and
economically feasible by the parties.

                  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 as shall be reasonably necessary for
the proper conduct of its business. . Provided, further, that upon the prior
written consent of Bank which shall not be unreasonably withheld or delayed,
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.

                  Section 5.8. TAXES AND OTHER LIABILITIES. Pay and discharge
when due any and all indebtedness, obligations, assessments, and taxes of
Borrower or Guarantor, except such as it may in good faith contest or as to
which a bona fide dispute may arise.

                  Section 5.9. LITIGATION. Promptly give notice in writing to
Bank of any litigation pending or threatened against Borrower or Guarantor where
the amount sought exceeds $50,000.


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<PAGE>

                  Section 5.10. NOTICE TO BANK. Promptly give notice in writing
to Bank of (a) the occurrence of any Event of Default, as defined in Article
VII; (b) any change in the name, identity or corporate structure of Borrower or
Guarantor; 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
or to Guarantor.

                  Section 5.11. SECURITY DOCUMENTATION AND POWER OF ATTORNEY.
Upon request of Bank, assist Bank in obtaining and filing all security
agreements, financing statements, and other documentation required to retain
Bank's perfected security interest in the assets of Borrower and Guarantor.
Borrower and Guarantor irrevocably appoints Bank as its attorney in fact to
execute all financing statements and amendments thereto on behalf of Borrower
and Guarantor. Bank shall promptly provide Borrower with copies of all documents
executed by Bank under this Section.

                  Section 5.12. FINANCIAL CONDITIONS. Maintain Borrower's
financial condition, when consolidated with Guarantor, as follows:

                  (a) Borrower shall maintain Net Worth of not less than
$20,000,000.

                  (b) Borrower's Indebtedness to Bank plus any Capital Lease
Excess, shall not exceed the lesser of (i) $20,000,000 , or (ii) (EBITDA x
EBITDA Multiple) + (New Restaurants x $250,000) . If such limit is exceeded,
Borrower shall immediately reduce its outstanding Indebtedness to Bank as
required to bring itself into compliance with the foregoing financial condition.

                  Section 5.13. PAYMENT OF COSTS AND EXPENSES. Borrower and
Guarantor agree 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: (i) preparing,
negotiating, amending, waiving or granting consent with respect to the terms of
any or all of the Loan Documents; (ii) enforcing the Loan Documents; (iii)
performing any of Borrower's or Guarantor's duties under the Loan Documents upon
Borrower's or Guarantor's failure to perform them; (iv) filing financing
statements, assignments or other documents relating to the Collateral (e.g.,
filing fees, registration taxes); (v) compromising, pursuing, or defending any
controversy, action or proceeding resulting, directly or indirectly, from Bank's
relationship with Borrower or Guarantor, regardless of whether Borrower or
Guarantor 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 and Guarantor has been paid in full; provided, however, that
Borrower and Guarantor shall not be liable to Bank for costs and expenses
resulting from the gross negligence or the willful misconduct of Bank in
connection therewith; (vi) enforcing or collecting any part of the indebtedness
owing to Bank by Borrower or any guaranty contemplated under the Loan Documents;
(vii) actual out of pocket expenses of Bank incurred to employ collection
agencies or other agents to collect any or all of the accounts and accounts
receivables; and (viii) obtaining independent appraisals of the Collateral from
time to time as deemed reasonably necessary by Bank. Any amount due to Bank
pursuant to this Section shall, if not paid upon demand, accrue interest at the
per annum rate of 5 percentage points over Bank's base rate as adjusted from
time to time.


                                       10
<PAGE>

                         ARTICLE VI - NEGATIVE COVENANTS

                  Borrower and Guarantor covenants that so long as Borrower is
indebted to Bank, Borrower and Guarantor will not, without prior written consent
of Bank which shall not be unreasonably withheld or delayed:

                  Section 6.1. OTHER INDEBTEDNESS. , Create, incur, or permit to
exist any liabilities resulting from borrowings, leases, loans or advances,
whether secured or unsecured, or any liens, mortgages or other encumbrances,
except:

                  (a) Indebtedness to Bank,

                  (b) Obligations of Borrower or Guarantor under Operating
Leases,

                  (c) Obligations of Borrower or Guarantor under Capital Leases
aggregating less than one million dollars ($1,000,000), computed on a
consolidated basis;

                  (d) other indebtedness of Borrower or Guarantor outstanding on
the date of this Agreement and reflected in its financial statements or
otherwise disclosed in writing to Bank; and

                  (e) obligations in the ordinary course of business.

                  Section 6.2. MERGER, CONSOLIDATION, SALE OF ASSETS. 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
assets.

                  Section 6.3. GUARANTIES, ADVANCES AND DIVIDENDS. 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 obligations of any person or entity, or make advances to officers or
employees in excess of $50,000 in the aggregate, other than regularly scheduled
salary payments and regular payments to an existing qualified profit or pension
plan. Borrower may not make treasury stock purchases.

                         ARTICLE VII - EVENTS OF DEFAULT

                  Section 7.1. 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 or
Guarantor hereunder which shall be incorrect in any material respect; or


                                       11
<PAGE>

                  (c) Default by Borrower or Guarantor 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 or Guarantor under the terms of any
agreement, note or other instrument except to the extent that such default could
not reasonably be expected to have a material adverse effect on the financial
condition of Borrower or any Guarantor or where such default has been cured
within 30 days; provided, however, that if Borrower or Guarantor defaults in its
performance under any other agreement, note, or instrument and such default
causes Borrower's or Guarantor's obligations to be immediately due and payable,
then Bank, in its sole discretion, may immediately exercise its rights under
Section 7.3 herein; or

                  (e) The failure of Borrower or Guarantor to promptly pay and
discharge any final 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 30 days after the date on which any
period for appeal has expired ; or

                  (f) Borrower or Guarantor 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 or Guarantor since the date of this Agreement
including, but not limited to, a change in ownership or management of Borrower
or Guarantor; or

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

                  Section 7.2. ENVIRONMENTAL EVENTS OF DEFAULT. Any of the
following shall constitute an additional Event of Default:

                  (a) If Bank receives its first notice of a hazardous discharge
or environmental complaint from a source other than Borrower or Guarantor, and
Bank does not receive notice (which may be given in oral form, provided same is
followed with all due dispatch by written notice given by Certified Mail, Return
Receipt Requested) of such hazardous discharge or environmental complaint from
Borrower or Guarantor within seven (7) days of the time Bank first receives said
notice from a source other than Borrower or Guarantor; or

                  (b) If any federal, state or local agency asserts or creates a
lien in excess of $50,000 on any or all of the assets, equipment, property,
leaseholds or other facilities of the Borrower by reason of the occurrence of a
hazardous discharge or environmental complaint; or


                                       12
<PAGE>

                  (c) If any federal, state or local agency asserts a claim
against Borrower or Guarantor and/or its assets, equipment, property, leaseholds
or other facilities for damages or cleanup costs in excess of $50,000 relating
to a hazardous discharge or environmental complaint; provided, however, such
claim shall not constitute an Event of Default if, within ten (10) business days
of the occurrence giving rise to the claim;

                           (i) Borrower or Guarantor can demonstrate to Bank's
satisfaction that Borrower or Guarantor has commenced and is diligently pursuing
either: (1) a cure or correction of the event which constitutes the basis for
the claim, and continues diligently to pursue such cure or correction to
completion or (2) proceedings for an injunction, a restraining order or other
appropriate emergent relief preventing such agency or agencies from asserting
such claim, which relief is granted within ten (10) business days of the
occurrence giving rise to the claim and the injunction, order or emergency
relief is not thereafter resolved or reversed on appeal; and

                           (ii) In either of the foregoing events, Borrower or
Guarantor has posted a bond, letter of credit or other security satisfactory in
form, substance and amount to both Bank and the agency or entity asserting the
claim to secure the correction of the event which constitutes the basis for the
claim.

                  Section 7.3. 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 Guarantor; and the obligation,
if any, of the Bank to permit further borrowings hereunder shall immediately
cease and terminate.

                          ARTICLE VIII - ENVIRONMENTAL

                  Section 8.1. SURVIVAL. This Article shall survive the
expiration or termination of this Agreement.

                  Section 8.2. REPRESENTATIONS AND WARRANTIES. (a) Borrower and
Guarantor have duly complied in all material respects with, and its business,
operations, assets, equipment, property, leaseholds or other facilities are in
compliance in all material respects with, the provisions of all federal, state
and local environmental, health and safety laws, codes and ordinances, and all
rules and regulations promulgated thereunder.

                  (b) Borrower and Guarantor have been issued and will maintain
all required federal, state and local permits, licenses, certificates and
approvals relating to (i) air emissions, (ii) discharges to surface or
groundwater, (iii) noise emissions, (iv) solid or liquid waste disposal, (v) the
use, generation, storage, transportation or disposal of toxic or hazardous
substances or wastes (intended hereby and hereafter to include any and all such
materials listed in any federal, state or local law, code or ordinance and all
rules and regulations promulgated thereunder, as hazardous or potentially
hazardous), or (vi) other environmental, health or safety matters. A true,
accurate and complete list of all such permits, licenses, certificates and
approvals will be made available at Bank's request.


                                       13
<PAGE>

                  (c) Borrower and Guarantor have received no notice of, and
neither knows of nor suspect, facts which might constitute any violations of any
federal, state or local environmental, health or safety laws, codes or
ordinances and any rules or regulations promulgated thereunder with respect to
its business, operations, assets, equipment, property, leaseholds or other
facilities.

                  (d) Except in accordance with a valid governmental permit,
license, certificate of approval attached hereto, there has been no emission,
spill, release or discharge into or upon (i) the air, (ii) soils or any
improvements located thereon, (iii) surface water or groundwater, or (iv) the
sewer, septic system or waste treatment, storage or disposal system servicing
the premises, of any toxic or hazardous substances or wastes at or from the
premises in amounts that would require corrective action; and accordingly the
premises contain no such toxic or hazardous substances or wastes above amounts
that would require corrective action.

                  (e) Except where Borrower or Guarantor have provided written
notification to Bank, there has been no complaint, order, directive, claim,
citation or notice by any governmental authority or any person or entity with
respect to (i) air emissions, (ii) spills, releases or discharges to soils or
improvements located thereon, surface water, groundwater or the sewer, septic
system or waste treatment, storage or disposal systems servicing the premises,
(iii) noise emissions, (iv) solid or liquid waste disposal, (v) the use,
generation, storage, transportation or disposal of toxic or hazardous substances
or waste or (vi) other environmental, health or safety matters affecting the
Borrower, Guarantor or its business, operations, assets, equipment, property,
leaseholds, or other facilities.

                  Section 8.3. BORROWER'S AND GUARANTOR'S LIABILITY. Borrower
and Guarantor have no indebtedness, obligation or liability, absolute or
contingent, matured or not matured, with respect to the storage, treatment,
clean-up or disposal of any solid wastes, hazardous wastes or other toxic or
hazardous substances (including without limitation any such indebtedness,
obligation or liability with respect to any current regulation, law or statute
regarding such storage, treatment, clean-up or disposal).

                  Section 8.4. AFFIRMATIVE COVENANTS. Borrower and Guarantor
will, unless Bank shall otherwise consent in writing:

                  (a) be and remain in compliance in all material respects with
the provisions of all federal, state and local environmental, health and safety
laws, codes and ordinances and all rules and regulations issued thereunder;

                  (b) notify the Bank immediately of any notice of a hazardous
discharge or environmental complaint received from any governmental agency or
any other party;

                  (c) notify the Bank immediately of any hazardous discharge
from or affecting its premises; and

                           (i) immediately contain and remove the same, in
compliance in all material respects with all applicable laws; and


                                       14
<PAGE>

                           (ii) promptly pay any fine or penalty assessed in
connection therewith;

                  (d) permit the Bank to inspect the premises, to conduct tests
thereon, and to inspect all books, correspondence and records pertaining
thereto; and

                  (e) at the Bank's request, and at the Borrower's and
Guarantor's expense, provide a report to Bank of a qualified environmental
engineer, satisfactory in scope, form, and content to the Bank, and such other
and further assurances reasonably satisfactory to the Bank that the condition
has been corrected.

                  Section 8.5. INDEMNIFICATION. Borrower and Guarantor hereby
agree to defend, indemnify, and hold the Bank harmless from and against any and
all claims, damages, judgments, penalties, costs and expenses (including
reasonable attorney fees and court costs now or hereafter arising from the
aforesaid enforcement of this clause) arising directly or indirectly from the
activities of Borrower and Guarantor, their predecessors in interest, or third
parties with whom it has a contractual relationship, or arising directly or
indirectly from the violation of any environmental protection, health or safety
law, whether such claims are asserted by any governmental agency or any other
person. This indemnity shall survive termination of this Agreement.

                           ARTICLE IX - MISCELLANEOUS

                  Section 9.1. 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 9.2. JURY WAIVER. Borrower and Guarantor expressly
waive 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 or by Borrower or
Guarantor.

                  Section 9.3. 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:            TENT Finance, Inc.
                                       300 Crescent Court, Suite 850
                                       Attn: James K. Zielke
                                       Dallas, Texas 75201

                  Bank:                INTRUST Bank, N.A.
                                       P.O. Box One
                                       Attn:  Bruce A. Long, Sr. Vice President
                                       Wichita, KS  67201

                  Guarantor:           As Set Forth On Attachment "A".


                                       15
<PAGE>

                  Section 9.4. WRITTEN AGREEMENTS. THIS LOAN AGREEMENT, TOGETHER
WITH OTHER WRITTEN AGREEMENTS OF THE PARTIES, IS THE FINAL EXPRESSION OF THE
AGREEMENT BETWEEN THE BANK, THE BORROWER AND GUARANTOR, 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.

<Table>
<S>                                                  <C>
"BANK"                                               "BORROWER"

INTRUST Bank, N.A.                                   TENT Finance, Inc.

By: /s/ Bruce A. Long                                By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Bruce A. Long, Sr. Vice President                    Gary M. Judd,  CEO, COO & President

                                                     Total Entertainment Restaurant Corp.

                                                     By: /s/ Gary M. Judd
                                                         -------------------------------
                                                     Gary M. Judd, CEO, COO & President

"GUARANTOR"

Fox & Hound of Texas, Inc.                           Alabama Fox & Hound, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Fox & Hound of Colorado, Inc.                        Bailey's Sports Grille, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

F & H Restaurant Corp.                               F & H Restaurant of Georgia, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President
</Table>


                                       16
<PAGE>

<Table>
<S>                                                  <C>
Fox & Hound of Illinois, Inc.                        Fox & Hound of  Indiana, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

F & H of Iowa, Inc.                                  Fox & Hound of  Kansas, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

"GUARANTOR"

Fox & Hound of Louisiana, Inc.                       Fox & Hound of Michigan, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Fox & Hound of Missouri, Inc.                        Fox & Hound of Nebraska, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

North Carolina Fox & Hound, Inc.                     Fox & Hound of Ohio, Inc..


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Pennsylvania Fox & Hound, Inc.                       Fox & Hound of Tennessee, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Fox & Hound, Inc.                                    Fox & Hound II, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President
</Table>


                                       17
<PAGE>

<Table>
<S>                                                  <C>
F & H Dallas, L.P.,                                  Fox & Hound Club
F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Midway Entertainment, Ltd.,                          N. Collins Entertainment, Ltd.,
F &  H Restaurant Corp., General Partner             F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

"GUARANTOR"

505 Entertainment, Ltd.,                             505 Beverage, Inc.
F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Fox & Hound of Houston, Ltd.,                        Fox & Hound of Lubbock, Ltd.,
F & H Restaurant Corp., General Partner              F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Raider Beverage Corporation                          Fox & Hound of Lewisville, Ltd.,
                                                     F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Fox & Hound of San Antonio, Ltd.,                    Jackson Beverage Corporation,
F & H Restaurant Corp., General Partner              f/k/a N. Collins  Beverage, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President
</Table>

                  Section 9.5. 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 9.6. OTHER LOAN DOCUMENTS. Borrower and Guarantor
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



                                       18
<PAGE>

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

                  Section 9.8. COUNTERPARTS. This Agreement may be executed in
one or more counterparts each of which shall be deemed to be an original, but
all of which taken together shall constitute one and the same agreement.

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

<Table>
<S>                                                  <C>
"BANK"                                               "BORROWER"

INTRUST Bank, N.A.                                   TENT Finance, Inc.


By: /s/ Bruce A. Long                                By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Bruce A. Long, Sr. Vice President                    Gary M. Judd,  CEO, COO & President

                                                     Total Entertainment Restaurant Corp.


                                                     By: /s/ Gary M. Judd
                                                         -------------------------------
                                                     Gary M. Judd, CEO, COO & President

"GUARANTOR"

Fox & Hound of Texas, Inc.                           Alabama Fox & Hound, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Fox & Hound of Colorado, Inc.                        Bailey's Sports Grille, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

"GUARANTOR"

F & H Restaurant Corp.                               F & H Restaurant of Georgia, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President
</Table>


                                       19
<PAGE>

<Table>
<S>                                                  <C>
"GUARANTOR"

Fox & Hound of Illinois, Inc.                        Fox & Hound of  Indiana, Inc.

By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

F & H of Iowa, Inc.                                  Fox & Hound of Kansas, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Fox & Hound of Louisiana, Inc.                       Fox & Hound of Michigan, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Fox & Hound of Missouri, Inc.                        Fox & Hound of Nebraska, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

North Carolina Fox & Hound, Inc.                     Fox & Hound of Ohio, Inc..


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Pennsylvania Fox & Hound, Inc.                       Fox & Hound of Tennessee, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Fox & Hound, Inc.                                    Fox & Hound II, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President
</Table>


                                       20
<PAGE>

<Table>
<S>                                                  <C>
F&H Dallas, L.P.,                                    Fox & Hound Club
F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Midway Entertainment, Ltd.,                          N. Collins Entertainment, Ltd.,
F & H Restaurant Corp., General Partner              F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

505 Entertainment, Ltd.,                             505 Beverage, Inc.
F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Fox & Hound of Houston, Ltd.,                        Fox & Hound of Lubbock, Ltd.,
F & H Restaurant Corp., General Partner              F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Raider Beverage Corporation                          Fox & Hound of Lewisville, Ltd.,
                                                     F & H Restaurant Corp., General Partner


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President

Fox & Hound of San Antonio, Ltd.,                    Jackson Beverage Corporation,
F & H Restaurant Corp., General Partner              f/k/a N. Collins  Beverage, Inc.


By: /s/ Gary M. Judd                                 By: /s/ Gary M. Judd
    ---------------------------------                    -------------------------------
Gary M. Judd, President                              Gary M. Judd, President
</Table>


                                       21