AMENDED AND RESTATED
                                 LOAN AGREEMENT


                                 By and between

                                TUMBLEWEED, INC.
                                   (Borrower)



                                       and

                         NATIONAL CITY BANK OF KENTUCKY
                                    (Lender)



                           dated as of April 21, 1999




<PAGE>



                       AMENDED AND RESTATED LOAN AGREEMENT


         THIS AMENDED AND RESTATED LOAN  AGREEMENT (the  "Agreement"),  made and
entered into as of April 21, 1999, by and between TUMBLEWEED, INC. (successor by
merger to Tumbleweed,  LLC, a Kentucky limited  liability  company),  a Delaware
corporation  with its  principal  office and place of business at 1900  Mellwood
Avenue, Louisville,  Kentucky 40206 (the "Borrower"),  and NATIONAL CITY BANK OF
KENTUCKY,  a national banking association with its principal office and place of
business at 101 South Fifth Street, Louisville, Kentucky 40202 (the "Lender").

                              W I T N E S S E T H:

         Borrower and Lender recite and agree as follows,  which recitations and
agreements constitute a part of this Agreement:

         A. Borrower  engages in the business of owning,  operating,  developing
and  franchising  full  service  restaurants  and food court  restaurants,  same
currently being located in Kentucky, Indiana, Ohio, Illinois and Wisconsin.

         B.  Lender has  previously  made  available  to  Borrower a  $5,000,000
revolving  line of credit  to  provide  real  estate  financing  for five (5) of
Borrower's full service restaurants and its commissary (the "Commissary") and to
provide  funds to be used by Borrower for the  acquisition  and  development  of
additional  restaurant  facilities,  in accordance with a loan agreement between
the parties dated as of August 8, 1996 (the "Prior Loan Agreement").

         C. Borrower has requested that said  revolving line of credit  facility
be increased  from  $5,000,000  to  $6,500,000  and Lender has consented to said
increase, as described in Lender's letter to Borrower dated February 16, 1999.

         D. The parties are entering  into this  Agreement in order to amend and
restate  the  Prior  Loan  Agreement  in  its  entirety  and  to  describe  with
particularity  the terms and provisions upon which the revolving credit facility
in said increased principal amount will be made available by Lender to Borrower.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration,  the receipt and
sufficiency  of which is  hereby  acknowledged,  Borrower  and  Lender  agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS

         1.1 Defined Terms. As used in this Agreement, the following terms shall
have the following meanings, unless the context otherwise requires.




<PAGE>



                  "Advance"  shall mean a  disbursement  by Lender of any sum to
Borrower hereunder pursuant to a Funding Application.

                  "Assignments"  shall mean the first  assignments of leases and
rents between  Borrower and Lender relative to real estate and the  improvements
thereon  owned by  Borrower  located in  Jefferson  County,  Kentucky,  in Boone
County, Kentucky, in Warren County, Kentucky and in Hamilton County, Ohio.

                  "Borrower" shall have the meaning ascribed to such term in the
preamble of this Agreement.

                  "Business Day"  shall  mean a day  on which Lender is open for
business.

                  "Cash Flow  Available  for Debt  Service"  shall mean earnings
before payment of interest and taxes plus depreciation and amortization.

                  "Collateral"  shall  mean  the  property  and  rights  of  the
Borrower more particularly described in Section 3.1 of this Agreement.

                  "Commitment  Letter"  shall mean the  commitment  letter dated
June 13, 1996 from Lender to  Borrower  outlining  the basic terms of the Credit
Facility, as amended by Lender's letter to Borrower, dated February 16, 1999.

                  "Compliance  Certificate" shall mean the form attached to this
Agreement as Exhibit A and incorporated herein by reference.

                  "Credit  Facility" shall mean the aggregate  principal  amount
available from Lender to Borrower from time to time under this Agreement.

                  "Events of Default" shall mean any of the events  specified in
Section 7.1 of this Agreement.

                  "Funding  Application" shall  mean  Borrower's request for  an
Advance.

                  "GAAP" shall mean  generally  accepted  accounting  principles
consistently  applied as in effect at the time of  application of the provisions
hereof so as to properly  reflect the  financial  condition,  and the results of
operations and changes in financial position, of Borrower;  provided, that if in
this  Agreement  principles  of  accounting  different  from those  required  by
generally  accepted  accounting  principles  are  specified,  the  principles of
accounting specified in this Agreement shall govern.

                  "Lender"  shall have the meaning  ascribed to such term in the
preamble of this Agreement.

                  "Loan"  shall  mean  at any  time  the  aggregate  outstanding
principal amount of all Advances made hereunder evidenced by the Note and unpaid
interest accrued thereon.


<PAGE>



                  "Loan  Documents"  shall mean this  Agreement,  the Note,  the
Assignments,  the Mortgages and any and all other  instruments  now or hereafter
executed and delivered by Borrower in connection  with the Credit  Facility,  as
any of such may be amended or supplemented from time to time.

                  "Loan  Year"  shall  mean the  following:  the first Loan Year
shall expire on December 31, 1999; the second Loan Year shall expire on December
31, 2000;  the third Loan Year shall  expire on December  31,  2001;  and in the
event the Termination Date (hereinafter defined) is extended beyond December 31,
2001, each subsequent Loan Year shall expire on December 31 thereafter.

                  "Material  Adverse  Effect"  shall mean any  material  adverse
influence on or change  relative to (i) the validity or  enforceability  of this
Agreement, the Note or any other Loan Document (ii) the business, operations and
assets of Borrower,  (iii) the  Collateral,  or (iv) the  Borrower's  ability to
fulfill  its  obligations  under  this  Agreement,  the Note or the  other  Loan
Documents.

                  "Mortgage"  shall mean the first  mortgages  from  Borrower to
Lender  relative to real estate and the  improvements  thereon owned by Borrower
located in Jefferson  County,  Kentucky,  in Boone County,  Kentucky,  in Warren
County, Kentucky and in Hamilton County, Ohio.

                  "Note" shall mean the substitution and renewal  revolving line
of credit note of even date herewith delivered by Borrower to Lender pursuant to
this Agreement, and all renewals, modifications and extensions of same.

                  "Restaurants"  shall  include,   collectively,   when  and  as
applicable,  full service restaurants,  Borrower's Commissary and its food court
restaurants.

                  "Termination  Date" shall mean December 31, 2001, as such date
may be extended from time to time by mutual agreement of Borrower and Lender.

         1.2 Other  Definitional  Provisions.  Defined  terms used herein in the
singular  shall  import the  plural  and vice  versa and the  gender  used shall
include the other genders where appropriate.

                                   ARTICLE II
                               TERMS OF THE CREDIT


                  2.1 Commitment.  Lender agrees to make Advances to Borrower on
a revolving  credit basis from time to time on any Business Day from the date of
this Agreement  through the  Termination  Date in an  outstanding  amount not to
exceed at any one time the Credit  Facility.  The Credit  Facility  shall be SIX
MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS  ($6,500,000).  Provided,  that
upon the  expiration of the first Loan Year the Credit  Facility will be reduced
by $380,000, and the Credit Facility will be reduced by an additional


<PAGE>



$540,000 upon the expiration of each Loan Year thereafter.  Within the foregoing
limits,  Borrower may borrow,  repay and reborrow.  And provided  further,  that
Lender shall not be  obligated  to make an Advance if an Event of Default  shall
have occurred and is then existing  hereunder or under any other Loan  Document,
nor shall  Lender be  obligated  to make an  Advance  which,  when  added to the
principal  amount  advanced  and  outstanding  on the  Note,  would  exceed  the
principal amount available under the Credit Facility.

         2.2 Purpose of the Credit Facility. Proceeds of the Credit Facility and
Advances  made to Borrower by Lender under the Note shall be used by Borrower to
provide financing for seven (7) of Borrower's Restaurants and its Commissary and
to provide capital for acquisition and development of additional Restaurants.

         2.3 Note. To evidence the Loan and the Credit  Facility  Borrower shall
execute  and deliver  the Note to Lender in the  principal  amount of the Credit
Facility  and dated as of the date  hereof.  The Note shall be payable  and bear
interest as set forth therein.

         2.4 Legal Fees.  Borrower  agrees to pay all reasonable  legal fees and
expenses of Lender  incurred in connection  with the closing of the Loan and any
modification,  extension or renewal of same. Said fees and expenses shall be due
and payable upon Borrower's receipt of a statement from Lender's counsel.

           2.5  Set-Off.  Borrower  hereby  authorizes  Lender  to set  off  the
liability  of Borrower  on the Note and the Loan,  without  notice,  against all
deposits  and credits of  Borrower  with  Lender  (other than  balances in trust
accounts,  escrow  accounts,  and  other  accounts  not  beneficially  owned  by
Borrower).

                                   ARTICLE III
                                   COLLATERAL

           3.1 Collateral.  To secure payment of the Note and all obligations of
Borrower to Lender under this Agreement and the other Loan  Documents,  Borrower
shall execute and deliver the Mortgages and the  Assignments to Lender  relative
to Borrower's  Commissary  located at 283 Thompson  Avenue in Jefferson  County,
Kentucky  and  Borrower's  Restaurants  located  at 4225 Outer  Loop,  1900-1910
Mellwood  Avenue,  10000 Linn Station Road and 3985 Dutchman's Lane in Jefferson
County,  Kentucky,  relative to  Borrower's  Restaurant  at 7484 Turfway Road in
Boone County,  Kentucky,  relative to Borrower's  Restaurant at 1780 Scottsville
Road in Warren  County,  Kentucky and relative to Borrower's  Restaurant at 4305
Princeton Pike in Hamilton County, Ohio.

           3.2 Surveys.  Borrower  has  provided  and will  provide  Lender with
current  engineers'  surveys  for the  Collateral,  certified  to the Lender and
Lender's title insurer, showing all boundaries,  easements, improvements and any
special details associated with the Collateral. The surveys should be sufficient
to eliminate any survey  exceptions from the Lender's  mortgagee title insurance
policy.

           3.3    Title and Title Insurance.  Fee simple title to the Collateral
 shall be vested in the


<PAGE>



Borrower.  The Lender will be provided  with  mortgagee  title  insurance in the
principal  amount of the Loan.  The terms and  conditions  of the policy and the
title insurer must be acceptable to Lender and its counsel.

           3.4  Appraisals.  Lender  must be  provided  with  appraisals  of the
Collateral by an appraiser acceptable to Lender. The amount, form and content of
the appraisals  shall be acceptable to Lender,  shall be addressed to Lender and
shall meet all of FIRREA's requirements.

           3.5   Environmental   Assessments.   Lender  must  be  provided  with
environmental site assessments of the Collateral.  The conclusions,  content and
form  of the  site  assessments,  as  well  as the  engineering  firm  or  firms
performing  the  assessments,  must be  satisfactory  to the  Lender in its sole
discretion.

           3.6  Insurance.  Lender shall be provided with evidence that Borrower
has adequate insurance for all of the Restaurants, as required by subsection (f)
of Section 5.1 of this Agreement.

           3.7 Other Compliance.  Borrower shall provide such other information,
documents  and data and perform all other acts  reasonably  deemed  necessary by
Lender to close the Loan.

                                   ARTICLE IV
                              CONDITIONS PRECEDENT

           4.1 Conditions  Precedent to Additional Advance.  Lender shall not be
obligated to make the additional Advance hereunder,  unless Lender has received,
in addition to those items described in Article III, the following documents and
writings in form and substance acceptable to Lender and its counsel:

           (a)  Resolutions.   Certified  resolutions  of  Borrower's  Board  of
Directors evidencing authorization and approval of the execution and delivery of
this Agreement and the other Loan Documents.


           (b)  Organizational  Documents.  Certified  copies of the articles of
incorporation  and  bylaws  of  Borrower,  with all  amendments  thereto,  and a
certificate  of  existence  issued by the  Delaware  Secretary  of State,  and a
certificate of authority and certified  copies of articles of merger provided by
the Kentucky Secretary of State

           (c) Legal Opinion. An opinion from counsel for Borrower acceptable in
form and content to Lender and its counsel.

           (d) Report of Tax Lien  Searches.  A report of federal  and state tax
lien searches made in the appropriate public offices in the name of Borrower.

           (e)  Certifications  as to  Representation  and Warranties.  Borrower
certifies that the  representations  and warranties of Borrower contained herein
are true and correct as of the date of


<PAGE>



this  Agreement  and  the  date of the  initial  Advance  to be made  hereunder.
Borrower  agrees that a request by Borrower for each  additional  Advance  shall
constitute   reaffirmation  by  Borrower  that  (i)  such   representations  and
warranties  are true and correct as of the date each such Advance is to be made,
(ii) that no default  exists  relative to the Loan  Documents or relative to any
other credit facility of Borrower,  and (iii) that no material  actions,  suits,
legal, equitable,  arbitration or administrative  proceedings are pending or, to
the best of Borrowers knowledge after due inquiry,  threatened against Borrower,
the adverse  determination  of which could have a Material Adverse Effect on the
Loan Documents, the business operation or financial condition of Borrower or the
ability of Borrower to fulfill its obligations under the Loan Documents.

           (f) Loan Documents And Other Conditions.  All Loan Documents shall be
duly  executed and delivered to Lender;  and such other  documents as Lender and
its counsel may  reasonably  require  shall be duly  executed  and  delivered to
Lender;  evidence shall be produced as is satisfactory to Lender and its counsel
as to the occurrence of any further  conditions  precedent to the closing of the
Loan.

           (g) Release and  Satisfaction of Existing Liens and Debts.  All debts
secured by liens upon and security interests in the Collateral shall be paid and
provision made for the release of all such liens and security interests,  all of
which shall be at Borrower's sole expense.

           4.4 Conditions Precedent to Subsequent Advances.  Lender shall not be
obligated  to make any  Advance  hereunder  if,  at the  time  such  Advance  is
requested,  an Event of Default  shall have  occurred or if such  Advance  would
exceed the amount of the Credit Facility than available.

                                    ARTICLE V
                                    COVENANTS

           5.1  Affirmative  Covenants.  Until  payment  in full  of the  entire
principal  balance of and all accrued  interest on the Loan and the Note and all
other obligations  relative thereto,  Borrower agrees that Borrower will observe
and comply with all of the following covenants and agreements:

           (a)  Payments of  Indebtedness.  Borrower  shall make full and timely
payment of the principal of and accrued interest on the Loan and the Note and on
all other indebtedness of Borrower to Lender in accordance with their respective
terms.

           (b) Examination of Lender.  Borrower shall, at all reasonable  times,
permit  Lender to  examine  any or all of the  Borrower's  books  and  financial
records.  to make excerpts  therefrom and  transcripts  thereof,  to discuss the
affairs, finances and accounts of Borrower, with its officers and to conduct any
audit or similar  examination  (.including,  without  limitation,  a  collateral
audit) deemed  reasonably  necessary or appropriate by Lender at Borrower's cost
and expense.

           (c)  Financial  Statements  and Reports of Borrower.  Borrower  shall
furnish or shall cause the following to be furnished to Lender.

           (i)  Quarterly  Financial  Statements. Within  forty-five  (45  days 
after the end of each


<PAGE>



           fiscal quarter, an internally generated income statement for Borrower
           for the period from the  beginning of  Borrower's  applicable  fiscal
           year to the end of such fiscal  quarter and a balance sheet as of the
           end of each such fiscal quarter, all prepared in accordance with GAAP
           and  certified  by the chief  financial  officer of Borrower as being
           true and accurate.

           (ii) Annual Audited Financial  Statements.  Within one hundred twenty
           (120) days after the end of each fiscal year of Borrower,  an audited
           income  statement  of  Borrower  for such  fiscal year and an audited
           balance  sheet as of the end of such fiscal year,  all in  reasonable
           detail  and  accompanied  by a  report  and  opinion  of  independent
           certified public accountants reasonably satisfactory to Lender, which
           report and opinion shall be prepared in accordance with GAAP relative
           to reporting.

           (d) Books and Records. Borrower shall at all times maintain its books
and  records  at its  principal  office  at 1900  Mellwood  Avenue,  Louisville,
Kentucky 40206.

           (e)  Closing of  Restaurants.  Borrower  shall  notify  Lender of the
closing of any Restaurants on which Lender holds a mortgage within ten (10) days
of same.

           (f)  Insurance.  Borrower shall obtain and maintain in full force and
effect  insurance and liability  insurance  for all its  Restaurants,  including
without limitation those Restaurants as comprise part of the Collateral, in such
amounts and with such companies as are reasonably satisfactory to Lender. Lender
shall be  scheduled  mortgagee  and  certificate  holder as regards all fire and
extended coverage insurance  relative to the Collateral,  and shall be scheduled
as additional insured and certificate holder as to liability  insurance relative
to the  Collateral.  If and only as  applicable,  Borrower  shall maintain flood
insurance, as more particularly described in the Mortgages.

           All such  policies  shall  provide that Lender be given not less than
ten (10) days prior written  notice before  cancellation  of any such  insurance
becomes effective. Certified copies of all such policies or current certificates
of insurance shall be delivered to Lender when and as required by Lender.

           (g) Compliance  with Laws.  Borrower shall comply with all applicable
governmental statutes, regulations and rules governing the conduct of Borrower's
business and ownership of property.

           (h) Taxes and Assessments.  Borrower shall pay all taxes, assessments
and governmental charges and levies imposed upon Borrower,  Borrower's income or
any property before same become delinquent; provided, however, that no such tax,
assessment, charge or levy need be paid so long as the validity thereof shall be
contested  in good faith by  appropriate  proceedings  for which a bond or other
security reasonably  satisfactory to Lender shall have been posted, and provided
that  Borrower  shall  have set  aside on  Borrower's  books  adequate  reserves
therefor.

           (i)  Existence.  Borrower  shall  preserve  and  maintain  Borrower's
existence as a Delaware


<PAGE>



corporation  and its  qualification  to do  business  in good  standing in every
jurisdiction  in which the nature of the  business  conducted by Borrower or the
properties owned by Borrower require such qualification.

           (j) Events of Default  and  Notice.  Borrower  shall,  promptly  upon
obtaining  knowledge of the occurrence or existence of any Event of Default,  or
of the occurrence or existence of a condition or event which, with notice or the
lapse of time, or both, would constitute an Event of Default,  deliver to Lender
a certificate  specifying the nature thereof,  the period of existence  thereof,
and what action Borrower has taken or proposes to take with respect thereto.

           (k) Payment of  Indebtedness;  Compliance with  Agreements.  Borrower
shall pay and  discharge  all of Borrower's  debts and  obligations  in a timely
manner in accordance with their respective  terms, and shall at all times comply
with each and every term and provision of the documents  evidencing and securing
such debts and obligations,  and with each and every lease, contract,  agreement
or obligation  Borrower may have or be a party to with any person or as to which
any of its properties may be subject.

           (1)  Management.  Borrower  shall  notify  Lender of any  substantial
changes in the management of Borrower.

           (m) ERISA.  With respect to any Plan  ("Plan"  shall mean an employee
pension benefit plan or pension covered by ERISA,  hereafter  defined,  which is
guaranteed by the Pension Benefit Guaranty Corporation or any successor thereto)
maintained or adopted by Borrower,  Borrower  shall (i) at all times make prompt
payments  of  contributions  required  to be made to meet  the  minimum  funding
standards of the Employee  Retirement  Income  Security Act of 1974,  as amended
("ERISA");  (ii) promptly, after the filing thereof, furnish to Lender copies of
all reports of prohibited  transactions  and  accumulated  funding  deficiencies
required to be made pursuant to the  provisions  of ERISA;  and (iii) notify the
Lender promptly of the occurrence of any reportable  event within the meaning of
EISA.

           (n) Other Acts.  Borrower agrees, upon the request of Lender, to duly
execute and deliver,  or cause to be duly executed and  delivered,  such further
instruments,  and do or cause to be done such further  acts, as may be necessary
or proper in the reasonable  opinion of Lender to carry out more effectively the
provisions of this Agreement and the other Loan Documents.

           (o)   Additional   Notification.   Borrower  will  notify  Lender  of
significant  events as to  Borrower,  its  assets  and its  business,  including
without  limitation any event causing  material loss or depreciation in value of
Borrower's  properties  or  assets by reason  of  casualty  or any other  cause.
Further,  Borrower will notify Lender of any change in its  structure,  the name
under which Borrower  conducts its business or any material portion thereof,  or
any change in the  ownership of any  material  portion of  Borrower's  business,
properties or assets.

           5.2  Financial  Covenants.  Until  payment  in  full  of  the  entire
principal  balance of and all accrued  interest on the Loan and the Note and all
other obligations  relative thereto,  Borrower agrees that Borrower will observe
and comply with all of the following financial covenants and agreements.


<PAGE>



           (a)  Tangible  Net  Worth.  Borrower  agrees  to  maintain  a minimum
tangible net worth (defined in accordance  with GAAP) of $10,500,000  during the
first Loan Year and thereafter.

           (b) Debt Coverage Ratio.  Borrower has maintained and will maintain a
ratio of (i) Cash Flow Available for Debt Service to (ii) the current portion of
long-term debt and interest of at least 2.00 to 1.00 for the first Loan Year and
for each Loan Year thereafter.  Same shall be evaluated by Lender as of June 30,
September 30,  December 31 and March 31, in respect of the four (4)  immediately
preceding  fiscal  quarters ending as of the last day of the most recently ended
fiscal quarter.

           (c)  Leverage.  Borrower  agrees  to  maintain  a ratio of its  total
liabilities to tangible net worth of not more than 1.50 to 1.00.

           (d)  Compliance  Certificate.  Borrower  will complete and deliver to
Lender,  not later  than  forty-five  (45) days  after each  fiscal  quarter,  a
Compliance  Certificate  in the form of that attached  hereto as Exhibit A or in
-such other form as Lender may prescribe from time to time.

           5.3 Negative  Covenants  Borrower .shall at all times comply with the
covenants  contained in this Section 5.3,  from the date here of and for so long
as the Credit Facility shall remain available to Borrower.

           (a) No Merger. Without Lender's prior written consent, which will not
be unreasonably  withheld,  Borrower shall not merge or consolidate with or into
any partnership, corporation, or other entity.

           (b) Fiscal Year, Method of Accounting.  Borrower shall not change its
fiscal  year or method of  accounting  without  thirty  (30) days prior  written
notice to Lender.

           (c)  Liquidations  and  Dispositions of Substantial  Assets.  Without
Lender's prior written consent, which, will not be reasonably withheld, Borrower
shall not dissolve or liquidate or sell, transfer, lease or otherwise dispose of
any material portion of its property or assets or business.

           (d) Contracts. Borrower will not enter into any contract or agreement
which would materially and adversely affect its business,  property,  ability to
perform its obligations under the Note and this Agreement, or the Collateral.

           (e) Transactions with Respect to Collateral.  Borrower will not enter
into any transaction  which  materially and adversely  affects the Collateral or
Borrower's ability to repay the Loan.

           (f) Dividends.  Borrower will not declare or pay dividends or bonuses
or make  any  distributions  of  Borrower's  property  or  assets  to any of its
shareholders.

           (g) Change in Ownership.  Borrower will not make a material change in
the ownership of Borrower or the management of Borrower's business.


<PAGE>



                                   ARTICLE VI
                          REPRESENTATION AND WARRANTIES

           6.1 Existence.  Borrower is a corporation  duly organized and validly
existing under the laws of Delaware,  and is qualified to transact business as a
nonresident in every jurisdiction in which such qualification is required.

           6.2 No Restrictions on Performance. Neither the execution or delivery
of  this  Agreement  or  any  other  Loan  Document,  the  consummation  of  the
transactions  contemplated  hereby,  nor  the  compliance  with  the  terms  and
conditions of this Agreement and the other Loan Documents:

           (a) requires the consent or approval of, or  registration  with,  any
federal,  state,  municipal or other  governmental  commission,  board,  agency,
bureau, authority, official or regulatory body;

           (b)  violates  any  provision  of law,  any order of any court or any
order, rule or regulation of any agency of government;

           (c)  conflicts  with or  results  in a  breach  of any of the  terms,
conditions or provisions of any  restrictions  or of any agreement or instrument
to which  the  Borrower  is a party or by which  Borrower  or any of  Borrower's
properties may be bound or affected; or

           (d) results in the  creation  or  imposition  of any lien,  charge or
encumbrance of any nature  whatsoever upon any of the Collateral.1  except liens
and security interests in favor of Lender.

           6.3 Proper  Execution.  The officer  executing  and  delivering  this
Agreement  and the other  Loan  Documents  on behalf of  Borrower  has been duly
authorized to do so, and this Agreement and the other Loan Documents are legally
binding  upon  Borrower in every  respect in  accordance  with their  respective
terms.

           6.4 Legal Proceedings;  Taxes.  There are no actions,  proceedings or
investigations pending, or to the knowledge of Borrower,  threatened, before any
federal, state, municipal or other governmental department,  commission,  board,
agency,  bureau,  authority or official involving the likelihood of any material
judgment or liability against Borrower, or questioning or threatening Borrower's
right to carry on the business which Borrower  presently conducts or proposes to
conduct,  or which,  if  adversely  determined,  would cause a Material  Adverse
Effect. All tax returns and reports of Borrower required by law to be filed have
been duly filed or will be filed in a timely manner, and all taxes, assessments,
withholdings,  fees and other  governmental  charges upon  Borrower,  Borrower's
employees or upon any of Borrower's assets, income or franchises,  which are due
and payable, have been paid or will be paid in a timely manner.

           6.5  EISA.  To  the  best  of  Borrower's   knowledge,   no  fact  or
circumstance,  including  but not  limited to any  reportable  event  within the
meaning of EISA,  exists in connection with any Plan of the Borrower which might
constitute grounds for the termination of any such Plan by the


<PAGE>



Pension  Benefit  Guaranty  Corporation  or for the  appointment of a trustee to
administer any such Plan.

           6.6 No Misrepresentations.  This Agreement, the other Loan Documents,
the  financial  covenants  referred  to  herein  and the  financial  information
relative to Borrower heretofore submitted to Lender prior to the issuance of the
Commitment  Letter do not contain any untrue  statement  of a material  fact nor
omit to state a material fact  necessary in order to make any statement made not
misleading.

           6.7  Inducement  to  Lender.   The  foregoing   representations   and
warranties are an inducement to Lender's entering into this Agreement,  and each
and every request for an Advance by Borrower  shall  constitute a  reaffirmation
and  reiteration  of each and every  representation  and  warranty  of  Borrower
contained in this Article VI.

                                   ARTICLE VII
                              DEFAULTS AND REMEDIES

           7.1 Events of Default.  Each of the  following  shall  constitute  an
Event of Default hereunder:

           (a)  Payments.  If Borrower  fails to make any  payment of  principal
and/or interest on the Note, or payment of any fee,  expense or other amount due
hereunder,  under the Note or under any other Loan Document,  and shall any such
payment of principal,  interest,  fee,  expense or other sum remain unpaid for a
period of ten (10) days after any such payment is due.

           (b)  Covenants  and  Agreements.  If  Borrower  shall fail or omit to
perform  or  observe  any  covenant,  agreement,  condition  or other  provision
contained or referred to in this Agreement or in any other Loan Document  (other
than monetary  default),  and such failure or omission shall not have been fully
corrected to the reasonable satisfaction of Lender within thirty (30) days after
occurrence thereof.

           (c)  Accuracy of  Statements.  If any  representation  or warranty or
other statement of fact contained in this Agreement,  in any other Loan Document
or in any writing,  certification,  report or statement at any time furnished to
Lender  pursuant to or in connection  with this Agreement or in connection  with
obtaining the Credit Facility or otherwise,  shall have been false or misleading
in any material  respect or omitted to state a material fact as of the date such
representation, warranty or statement of fact was made.

           (d) Judgments. If a final judgment for the payment of money in excess
of the sum of $500,000 in the aggregate shall be entered against  Borrower,  and
such judgment shall remain unsatisfied and in effect for a period of thirty (30)
consecutive days after the entry thereof,  and shall not have been discharged or
execution  thereof stayed pending appeal,  or if so stayed within ten (I 0) days
after  the  expiration  of any such  stay if such  judgment  shall not have been
discharged.

           (e)    Borrower's  Solvency.  If  Borrower  shall: (i) make a general
assignment for the


<PAGE>



benefit of creditors; (ii) apply for or consent to the appointment of, or if for
any other reason, a receiver, trustee or liquidator of all or a substantial part
of the assets of  Borrower  is  appointed;  (iii) be  adjudicated  a bankrupt or
insolvent;  (iv) file a voluntary  petition in  bankruptcy or file a petition or
any answer seeking reorganization or an arrangement with creditors or seeking to
take  advantage  of any other law  relating to relief of  debtors,  or admit (by
answer,  default or  otherwise)  the material  allegations  of a petition  filed
against  Borrower  in  any  bankruptcy,  reorganization,   insolvency  or  other
proceedings  relating to relief for  debtors;  ( v) suffer or permit to continue
unstayed and in effect for thirty (30) consecutive days any judgment,  decree or
order entered by a court or governmental agency of competent jurisdiction, which
assumes  control of  Borrower,  approves a petition  seeking  reorganization  of
Borrower  or any  other  judicial  modification  of  the  rights  of  Borrower's
creditors, or appoints a receiver, trustee, custodian or liquidator for Borrower
of all  or a  substantial  part  of  Borrower's  assets;  or  (vi)  fail  to pay
Borrower's debts as and when the same mature.

           (f)  Termination  or  Suspension  of  Business.   If  Borrower  shall
terminate or suspend the transaction of business.

         (g) Material Adverse Change. If any material adverse change shall occur
in the condition of Borrower, financial or otherwise.

         (h) Change in Ownership or Management.  If any change in the control or
management of Borrower shall occur, the result of which could, in the reasonable
judgment of Lender, have a Material Adverse Effect.

         (i) Loan Documents. If any provision of this Agreement, the Note or any
other Loan  Document  shall for any reason cease to be in full force and effect;
or be  declared  null and  void or  unenforceable  in  whole or in part;  or the
validity or enforceability of any such document shall be challenged or denied.

         (j) Default on Other Indebtedness. If Borrower shall default beyond any
applicable  grace or curative period on any other credit  facility  available to
Borrower  which  exceeds $1  00,000,  then same  shall  constitute  a default by
Borrower under this Agreement.

         7.2 Remedies Upon Default.  Upon the occurrence of an Event of Default,
Lender may exercise any one or more of the following remedies:

         (a)  Acceleration.  Demand  payment  in  full of all  principal  of and
accrued interest on the Note and/or any and all of Borrower's other indebtedness
to Lender,  whereupon  all  indebtedness  of  Borrower  to Lender  shall  become
immediately due and payable in full without any presentment, demand or notice of
any kind, all of which are hereby expressly waived by the Borrower.

         (b)  Advances;  Termination  of  Agreement.  Refuse to make any further
Advances, and at Lender's sole discretion terminate this Agreement.

         (c) Judgment. Reduce any claim to judgment.


<PAGE>



         (d)  Offsets.  If any  state of facts or with the  lapse of time or the
giving of notice, or both, would constitute an Event of Default,  shall occur or
begin to exist,  Lender  shall have the right then,  or at any time  thereafter,
unless remedied to the reasonable  satisfaction  of Lender,  to set off against,
and to appropriate  and apply toward the payment of, first the Note and then any
other  indebtedness  then  owed by  Borrower  to  Lender,  whether  or not  such
indebtedness  shall have been  matured or be due and  payable and whether or not
Lender has declared the note evidencing such other indebtedness in default,  any
and all deposit  balances and other sums and  indebtedness  then held or owed by
Lender to or for the credit or  account,  of Borrower  (other  than  balances in
trust accounts,  escrow accounts,  and other accounts not beneficially  owned by
Borrower),  all without  notice to or demand upon  Borrower or any other person,
all. such notices and demands being hereby expressly waived.

         (e)  Rights  Under  Note and This  Agreement.  Exercise  all rights and
remedies  granted Lender under any and all of the  instruments  now or hereafter
evidencing  and securing the Credit  Facility,  including but not limited to the
Note and this Agreement.

         (f)  Foreclosure.  Exercise all those  rights and  remedies  allowed to
secured parties by all applicable laws, including without limitation foreclosure
of the liens of the Mortgages.

         (g) Possession.  Enter upon the premises of Borrower and take immediate
possession of the Collateral, with or without legal process either personally or
by means of a receiver appointed by a court of competent jurisdiction.

         (h)  Collection of Accounts.  Collect and receive all accounts,  rents,
income, revenue, earnings, issues and profits from the Collateral.

         (i) Exercise of Rights. Exercise, as Lender shall deem appropriate, any
and all other rights  afforded by any  applicable  laws or by this Agreement and
the other Loan Documents,  at law, in equity, or otherwise,  including,  but not
limited to, the rights to bring suits or other  proceedings  before any tribunal
or competent  jurisdiction,  either for specific  performance of any covenant or
condition contained in the Loan Documents or in aid of the exercise of any right
granted to Lender under this Agreement.

         (j)  Performance by Lender.  Should Borrower fail to observe or perform
any covenant,  duty or promise by it to be observed or performed under the terms
of this  Agreement  or the other Loan  Documents,  Lender may,  but shall not be
obligated to, perform or attempt to perform,  such covenant,  duty or promise on
behalf  of  Borrower,  and,  in the event  Lender  shall do so,  Borrower  shall
immediately upon demand reimburse Lender for all expenses,  disbursements,  fees
and costs reasonably incurred by Lender in connection  therewith,  with interest
thereon  at the rate  specified  in the Note.  Lender  does not assume and shall
never  have,   except  by  its  express  written   consent,   any  liability  or
responsibility for the performance of any covenant,  duty or promise of Borrower
under this Agreement, the Mortgages or the Assignments.

         7.3 Rights Cumulative.  The rights and remedies of Lender hereunder, in
the Note,  and in the other Loan Documents are  cumulative,  may be exercised in
such sequence or combination  as Lender may elect,  and are not exclusive of any
rights or remedies otherwise provided by law.


<PAGE>



                                  ARTICLE VIII
                                  MISCELLANEOUS


         8.1  Interpretation.  No course  of  dealing  in  respect  of,  nor any
omission or delay in the exercise of, any right,  power,  or privilege by Lender
shall  operate  as a waiver  thereof.  Each  right,  power or  privilege  may be
exercised by Lender as often and in such order as Lender may deem expedient.  No
waiver or consent  granted by Lender in respect to this Agreement or any related
writing  shall be binding upon Lender  unless  specifically  granted in writing,
which  right shall be  strictly  construed.  Time shall be of the essence in the
performance  of all  Borrower's  obligations  under this Agreement and the other
Loan  Documents.  Borrower  may not assign any of  Borrower's  rights under this
Agreement, and any such attempted assignment shall be wholly null and void.

         8.2 Notices.  All notices and other  communications  hereunder or under
the other Loan Documents  shall be in writing and shall be mailed by first class
mail or express  mail,  postage  prepaid,  or sent by telex,  telegram  or other
similar  form of rapid  transmission  confirmed  by mailing  (by first  class or
express mail,  postage prepaid) written  confirmation at substantially  the same
time as such rapid  transmission,  or personally  delivered to an officer of the
receiving party. All such  communications  shall be mailed. sent or delivered to
the parties hereto at their respective addresses as follows:

         If to Borrower:

                  TUMBLEWEED, INC.
                  1900 Mellwood Avenue
                  Louisville, Kentucky 40206
                  Attention:        James M. Mulrooney

         With a copy to:

                  Legal Department
                  Tumbleweed, Inc.
                  1900 Mellwood Avenue
                  Louisville, Kentucky 40206
                  Attention:        Gregory A. Compton, Esquire

         If to Lender:

                  NATIONAL CITY BANK OF KENTUCKY
                  8th Floor, National City Tower
                  101 South Fifth Street
                  Louisville, Kentucky 40202 Attention: Rob King

         Any  communication  so addressed and mailed shall be deemed to be given
when so mailed,  except that notices and requests  related to Advances shall not
be effective until actually


<PAGE>



received  by Lender or  Borrower,  as the case may be; and any notice so sent by
rapid transmission shall be deemed to be given when receipt of such transmission
is acknowledged, and any communication so delivered in person shall be deemed to
be given when receipted for by, or actually  received by, an authorized  officer
of Borrower or Lender, as the case may be.

         8.3  Governing  Law.  The laws of the  Commonwealth  of Kentucky  shall
govern the construction of this Agreement and the rights, remedies and duties of
the parties hereto.

         8.4 Section  Titles.  The section titles of this Agreement are inserted
for convenience only and do not constitute a part of this Agreement.

         8.5 Severability.  The invalidity or unenforceability of any one (1) or
more phrases,  sentences,  clauses or paragraphs  of this  Agreement  shall -not
affect  the  validity  or  enforceability  of the  remaining  portions  of  this
Agreement or of any part hereof.

         8.6  Integration.  The Loan  Documents  contain  the  entire  agreement
between  the  parties  relating  to the  Credit  Facility.  The  Loan  Documents
supersede  any and all prior  agreements  and any and all  contemporaneous  oral
agreements between Lender and Borrower relative to the Credit Facility.

         8.7 Successors and Assigns.  This Agreement shall bind each of Borrower
and Lender and their respective  successors and assigns,  and sha11 inure to the
benefit of Lender and Borrower and their respective successors and assigns.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day, month and year first above written.
                                    BORROWER:

                                    TUMBLEWEED, INC.
                                    (a Delaware corporation)


                                    By:_____________________________________
                                             Its Executive Vice President

                                    LENDER:

                                    NATIONAL CITY BANK OF KENTUCKY
                                    (a national banking association)


                                    By:______________________________________
                                             Its Senior Vice President


<PAGE>



                                    EXHIBIT A

                             COMPLIANCE CERTIFICATE

         This  Compliance  Certificate  is  delivered  to National  City Bank of
Kentucky (the  "Lender")  pursuant to Section 5.2(d) of the amended and restated
loan agreement dated as of April 21, 1999 between Tumbleweed  Restaurants,  Inc.
(the "Borrower") and the Lender (the "Loan  Agreement").  All capitalized  terms
used herein not defined herein shall have the meanings  ascribed  thereto in the
Loan Agreement.

         The Borrower  hereby  represents,  warrants and certifies to the Lender
the following,  as of the last day of the most recently ended fiscal quarter for
the Borrower:

         A.      Borrower's minimum tangible net worth as of the last day of the
most recently ended fiscal quarter was $

         B. The ratio of Borrower's  Cash Flow Available for Debt Service to the
current  portion  of  long-term  debt and  interest  in  respect of the four (4)
immediately  preceding  fiscal  quarters  ending  as of the last day of the most
recently ended fiscal quarter was

         C. The ratio of Borrower's total  liabilities to its tangible net worth
as of the last day of the most  recently  ended  fiscal  quarter was  Borrower's
officer  executing  and  delivering  this  Compliance  Certificate  on behalf of
Borrower further  certifies to the Lender that the officer has reviewed the Loan
Agreement  and the Note and has no  knowledge  of any event or  condition  which
constitutes an Event of Default under the Loan Agreement  other than --- (if any
Event of Default has occurred,  describe  same,  the period of existence of such
default and what action the  Borrower has taken or proposes to take with respect
thereto).

         IN  WITNESS   WHEREOF,   the  Borrower  has  executed  this  Compliance
Certificate this _____ day of_______________, _______.

                                         TUMBLEWEED, INC.



                                         By:________________________________
                                              Its Executive Vice President




<PAGE>



                            SUBSTITUTION AND RENEWAL
                                REVOLVING LINE OF
                                   CREDIT NOTE


$6,500,000                                        Louisville, Kentucky
                                                  April 21, 1999

         FOR VALUE  RECEIVED,  the  undersigned,  TUMBLEWEED,  INC.  a  Delaware
corporation  (the  "Borrower"),  hereby promises to pay, on December 3 1, 200 1,
upon the terms and provisions hereafter provided,  to the order of NATIONAL CITY
BANK OF KENTUCKY,  a national  banking  association  with offices at 1 0 1 South
Fifth  Street,  Louisville,  Kentucky  40202,  its  successors  and assigns (the
"Bank"),  the  principal  sum of SIX MILLION  FIVE  HUNDRED  THOUSAND AND NO/100
DOLLARS  ($6,500,000)  (the "Loan"),  or the aggregate  principal  amount of all
advances made on this note (the "Note"),  which shall be outstanding at the date
of payment,  whichever  shall be less,  together  with interest on the principal
sums disbursed and outstanding hereon from time to time in the manner and at the
rates hereafter set forth.

         THIS NOTE has in part been  executed  and  delivered by the Borrower to
the Bank in substitution for and in renewal of the Borrower's  revolving line of
credit note payable to the order of Bank dated August 8, 1996 in a principal sum
not to exceed $5,000,000  outstanding at any time (the "Prior Note").  This Note
evidences the Borrower's obligation to pay principal sums heretofore advanced by
Bank and not  repaid  by the  Borrower  on the  Prior  Note  and to be  advanced
hereafter,  which  principal  and  interest  thereon  shall  be  paid to Bank in
accordance  with the  terms  and  provisions  of this  Note.  Bank and  Borrower
understand and mutually  acknowledge that the Loan evidenced by this Note is, to
the extent of the amount  presently  advanced and outstanding on the Prior Note,
the same Loan  evidenced  by the Prior Note and mutually  acknowledge  and agree
that  payment of this Note is secured in part by the same  collateral  documents
that  secured  payment  of  the  Prior  Note  (which  collateral  documents  are
hereinafter described).  This Note additionally evidences the Borrower's promise
and  obligation  to repay  the  additional  loan  made  this date by Bank to the
Borrower in a principal amount not to exceed $1,500,000 outstanding at any time,
together with interest thereon at the rates hereinafter described.

         IT IS UNDERSTOOD that the Borrower will request  principal  advances on
this Note from time to time.  Bank will honor such  requests  for advance in its
discretion,  provided that: no default exists hereon or otherwise with regard to
the Loan;  there is no default on any other loan now or hereafter  owing bank by
the  Borrower;  and,  the  amount of the  request  will not cause the  aggregate
principal  amount owed on this Note to exceed the maximum  principal amount then
available hereunder. The Borrower's indebtedness to the Bank on this Note at any
time  shall be the  total of all  such  advances  plus  accrued  interest,  less
payments  received by Bank. The Bank may act on all matters,  including  without
limitation  the  making  of  advances,  on the  telephonic  instructions  of any
authorized officer designated by the Borrower, and may rely thereon in doing and
performing all actions which such officer shall direct the Bank to perform.  All
telephonic  instructions shall be confirmed  immediately in writing,  should the
Bank so require,  but the failure of the Bank to so require shall not affect the
Borrower's liability to Bank hereon or


<PAGE>



otherwise nor the right of Bank to rely on any such telephonic instruction.  The
Bank may  prescribe  and may revise from time to time the form that requests for
advance hereon shall take.

         PAYMENT OF THIS NOTE is secured by first  mortgages and by  assignments
of leases and rents  encumbering  real estate owned by the  Borrower  located in
Jefferson  County,  Kentucky,  in Boone  County,  Kentucky,  in  Warren  County,
Kentucky and in Hamilton County, Ohio, more particularly described in an amended
and restated  loan  agreement of even date between  Borrower and Bank (the "Loan
Agreement").  This Loan is made by Bank and is accepted by Borrower  pursuant to
the terms and provisions of the Loan Agreement.

         INTEREST  shall be payable by Borrower on the  principal  sums actually
disbursed  and  outstanding  hereon from time to time at an annual rate equal to
one-fourth  of one per cent  (1/40/0)  above the Bank's  prime rate of interest,
calculated  on the  basis  of a 360 day year and the  actual  number  of days or
portion  thereof  elapsed.  Any change in said prime rate subsequent to the date
hereof shall become effective as to this Note immediately  following a change in
the prime rate as quoted by Bank.  "Prime  rate" shall mean the rate of interest
generally  charged  by  Bank  from  time to time  to its  most  substantial  and
creditworthy  commercial  borrowers  for  90-  day  unsecured  loans,  it  being
understood and agreed,  however,  that such prime rate is the rate designated by
Bank as its "prime rate" and does not necessarily  mean or imply that such prime
rate is the  lowest  rate then  available  from Bank on  floating  rate loans to
specific  borrowers  of the class  described  above.  The first such  payment of
interest  only  shall be due on or before May 1, 1999 and on or before the first
day of each month  thereafter  during the term hereof  Simultaneously  with each
such monthly interest payment,  the Borrower will make a payment on principal to
Bank in the amount of $45,000 per payment.

         BORROWER AND BANK mutually  consent,  acknowledge  and agree that on or
before  December 31, 1999, the maximum  principal  amount  available to Borrower
under this revolving  credit  facility will be reduced by $380,000,  and further
agree that such maximum  principal  amount  available will be further reduced by
$540,000 on or before each December 31  thereafter  during the term of the Loan.
Borrower  will make,  on or before each of said dates,  payments on principal in
addition to regular monthly principal payments as may be necessary to reduce the
principal amount  outstanding  under this Note as aforesaid on or before each of
said dates.

         BORROWER shall repay Bank for advances made by Bank on this Note at the
times and in the amounts herein above set forth.  Borrower may borrow,  repay in
whole or in part at any time without premium or penalty, and reborrow hereunder,
subject to the terms hereof and subject to the terms of the Loan Agreement.

         THE  COLLATERAL  granted Bank to secure this Note and  advances  hereon
shall also secure payment of all renewals,  extensions or modifications  hereof.
Each  request for advance  hereon  shall be a  reaffirmation  of all  collateral
interests   previously   granted  to  the  Bank  and  a  reaffirmation   of  all
representations and warranties heretofore made to the Bank in the Loan Agreement
and made in all other documents securing or otherwise pertaining to the Loan.

         BORROWER  shall pay to the holder hereof a late charge of five per cent
(5%) of any monthly installment of principal and/or interest not paid within ten
(10) days of the date same is


<PAGE>



due and payable.

         NOTWITHSTANDING  anything to the contrary  contained herein all default
interest and late charges shall be due and payable by Borrower to Bank on demand
and the same shall be paid  separately  from and in  addition  to the  scheduled
payments of principal and interest provided for herein.

         IF DEFAULT is made in the payment of  principal  or interest  hereof as
and when the same is or becomes due, or in the performance of any term, covenant
or condition  required to be kept,  observed or performed under this Note or any
other  instrument  executed in  connection  with this Loan  (including,  without
limitation,  the Loan  Agreement,  and  (absent  a  specific  contrary  grace or
curative period) if same shall not be cured to the complete  satisfaction of the
holder hereof  within ten (10) days after any monetary  default or within thirty
(30) days after the occurrence of any nonmonetary default on the Loan; or should
Borrower  default on any other  indebtedness  now or hereafter owing Bank during
the term hereof beyond any applicable  grace or curative period contained in any
documents relative to such other indebtedness; then the owner and holder of this
Note may,  without notice or demand,  declare all sums owing hereunder and under
any of said other instruments at once due and payable. If default is made in the
payment of this Note at maturity  (regardless  of how same may be brought about)
Borrower agrees,  upon expiration of the aforesaid  curative periods,  to pay to
the owner and holder hereof  interest at a default rate equal to the annual rate
for the principal  hereof plus three percent (3%) until paid,  together with all
reasonable  attorneys'  fees and other costs of collection  occasioned by any of
the foregoing.

         BORROWER expressly waives demand and presentment for payment, notice of
nonpayment,  protest,  notice of protest,  bringing of suit,  and  diligence  in
taking any action to collect amounts called for hereunder and in the handling of
security  at any time  existing  in  connection  therewith;  and is and shall be
directly and primarily liable for the payment of all sums owing and to be owing,
regardless of and without any notice, diligence, act or omission or with respect
to the  collection of any amount called for hereunder or in connection  with any
right,  lien,  interest,  or  property  at any and all times had or  existing as
security  for any amount  called  for  hereunder  or under any other  instrument
executed in connection with the Loan.

         BORROWER HEREBY  KNOWINGLY,  VOLUNTARILY AND  INTENTIONALLY  WAIVES ANY
RIGHT  BORROWER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY  LITIGATION  BASED
HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LOAN OR ANY AGREEMENT
CONTEMPLATED  TO BE MADE OR EXECUTED IN CONNECTION  THEREWITH,  OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY PARTY.  THIS  PROVISION IS A MATERIAL  INDUCEMENT  FOR BANKS MAKING THE LOAN
EVIDENCED HEREBY.

         IN THE EVENT of any  inconsistency  in the terms and provisions of this
Note or any other document relative to the Loan as to the rights and remedies of
the holder hereof, or in the event of any such inconsistency as between or among
any two (2) or more documents,  then in any such event the holder shall have the
right at its sole option to elect which of such provisions


<PAGE>


shall govern.

         THIS NOTE and the respective rights and liabilities of Borrower and the
holder of this Note shall be governed by and shall be  construed  in  accordance
with  the  laws  of  the   Commonwealth   of   Kentucky.   The   invalidity   or
unenforceability  of any  portion of this Note shall not affect the  validity or
enforceability of the remaining portions of this Note.

                                          BORROWER:

                                          TUMBLEWEED, INC.
                                          (a Delaware corporation)



                                          By: ________________________________
                                                Its Executive Vice President





<PAGE>