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                                  EXHIBIT 10

                                LINE OF CREDIT
                                PROMISSORY NOTE

$1,000,000.00                   Arlington, Texas                 January 8, 2001

   As herein stipulated, for value received, without grace, I, we or either of
us, the undersigned, jointly and severally ("Maker, whether one or more),
promises to pay to the order of ARLINGTON NATIONAL BANK ("Payee"), at P.O. Box
170017, Arlington, Texas 76003, or Payee's present banking house, the principal
sum of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00), or the unpaid principal
balance outstanding from all sums advanced against this Note, whichever amount
is less, with interest on the principal from time to time outstanding, from date
hereof until maturity at an interest rate equal to the PRIME RATE (as
hereinafter defined) plus ONE PERCENT (1.0%) per annum, as determined by Payee,
both principal and interest payable at the office of Payee or at such other
place as may be designated by Payee. Interest charges will be calculated on
amounts advanced hereunder and computed on the basis of a 360 day year. The
principal indebtedness and accrued interest thereon shall bear interest after
maturity at the highest permitted lawful rate per annum until paid.

   The term "Prime Rate" as used in this Note shall mean the prevailing national
Prime Rate for large United States money center commercial banks as published in
the Money Rates section of The Wall Street Journal from time to time. In the
event The Wall Street Journal ceases publication or ceases to announce the Prime
Rate, Payee reserves the right to substitute a comparable rate or publication
for the purposes of this paragraph. Such rate is a general reference rate of
interest, taking into account such factors as Payee may deem appropriate, it
being understood that many of Payee's commercial or other loans are priced in
relation to such rate, that it is not necessarily the lowest or best rate
actually charged to any of Payee's customers, and that Payee may make various
commercial or other loans at rates of interest having no relationship to such
rate, and any statement, representation or warranty in that regard or to that
effect is expressly disclaimed by Payee.

   This Note shall be payable as follows: Accrued and unpaid interest on this
Note shall be due and payable monthly, commencing on February 8, 2001 and
continuing on the 8th day of each month thereafter until January 8, 2002, at
which time the entire principal balance hereof, together with accrued and unpaid
interest thereon shall be due and payable in full. All payments hereon shall be
applied first to accrued interest and the balance to the reduction of principal.

   In addition to all other rights and remedies of Payee hereunder and subject
in any event to the highest lawful rate per annum, in the event any monthly
payment hereunder has not been paid within ten (10) days from the date such
payment is due, Maker shall be obligated to pay Payee a late charge equal to
five percent (5%) of the amount of such delinquent payment.



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   This Note is a line of credit note evidencing advances which Payee may make
to Maker, and which Maker shall repay to Payee, from time to time pursuant to a
line of credit in the maximum principal amount of $1,000,000.00 at any one time
outstanding (the "Line of Credit") made available by Payee to Maker, subject to
such terms and conditions as Payee may from time to time impose as Payee may
deem necessary or appropriate. Notwithstanding the foregoing, Payee shall never
be required to make any advance on the Line of Credit which would cause the loan
evidenced by this Note to exceed Payee's legal lending limit. Repayments of
principal shall be credited against this Note, but shall not extinguish this
Note in whole or in part. The unpaid principal balance may increase or decrease
as advances and repayments are made hereunder, and this Note shall evidence all
of the indebtedness from time to time existing pursuant to the Line of Credit,
even though the aggregate principal cumulative advances hereunder may exceed the
maximum principal amount available under the Line of Credit as aforesaid.
Interest on the amount of each advance against this Note shall be computed on
the amount of each advance and from the date of each advance.

   Time is of the essence of this agreement, and the entire unpaid principal
balance of, and all accrued interest upon this Note shall immediately become due
and payable at the election of the legal holder hereof, without notice, upon the
occurrence of any one or more of the following events: (i) default shall be made
in the payment of any installment of principal or interest upon this Note as and
when the same becomes due and payable in accordance with the terms hereof; (ii)
default shall occur under the Deed of Trust or any other document or instrument
securing the payment hereof, or under any loan agreement or other agreements
related hereto or; (iii) the death of Maker, or any of them if individuals; (iv)
any assignment for the benefit of creditors, insolvency (however expressed or
indicated) or receivership of Maker, or any of them, whether in or out of court,
or any proceedings in bankruptcy, or for the relief of debtors or readjustment
of debts filed by or against Maker, or any of them; (v) if Payee deems itself
insecure for any reason, or (vi) default shall occur in payment of any other
material indebtedness of Maker.

   Upon the occurrence of any default described above, Payee and any holder of
this Note, shall also have the right to exercise any and all other rights,
remedies and recourses now or hereafter existing in equity, at law or by virtue
of statute or otherwise, including, without limitation, the right to foreclose
any and all liens and security interests securing this Note.

   If this Note is placed in the hands of an attorney for collection, or is
collected through the Probate or Bankruptcy Court or through legal proceedings,
the Maker further promises to pay reasonable attorneys' fees, plus all other
costs of collection.

   Maker may, at any time, pay the full amount or any part of this Note, without
the payment of any premium or fee, and all payments hereunder, whether
designated as payments of principal or interest, shall be applied first to the
payment of accrued interest and the balance to principal. Interest shall
immediately cease on any amount so prepaid.




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   As further security for this Note and all other indebtedness which may at any
time be owing by Maker to the holder of this Note, whether such indebtedness is
incurred directly or acquired from third parties by the holder of this Note,
Maker grants to the holder of this Note a lien and contractual rights of offset
in and to all money and property of Maker now or at any time hereafter coming
within the custody or control of the holder of this Note, including, without
limitation, all certificates of deposit and other accounts, whether such
certificates or accounts have matured or not and whether exercise of such right
of offset results in loss of interest or other penalty under the terms of the
certificate or account agreement.

   Each Maker, and all sureties, endorsers and guarantors hereof, and all other
parties hereafter assuming or otherwise becoming liable for payment of any sum
of money payable under this Note: (i) jointly and severally waive notice of
acceleration and notice of intent to accelerate, grace, presentment and demand
for payment, protest, notice of protest and/or dishonor, notice of nonpayment
and all other notices, filing of suit and diligence in collecting this Note, or
enforcing any of the security herefor; (ii) jointly and severally agree to any
substitution, exchange or release of any such security or the release of any
party primarily or secondarily liable hereon; (iii) joint and severally agree
that the Payee, or other holder hereof, shall not be required first to institute
suit or exhaust its remedies hereon against the Maker or others liable or to
become liable hereon or to enforce its rights against any security herefor in
order to enforce payment of this Note by them; (iv) jointly and severally
consent to any extension or postponement of time of payment of this Note and to
any other indulgence with respect hereto, without notice thereof, to any of
them; and (v) are and shall be jointly and severally, directly or primarily,
liable for the payment of all sums owing or to be owing hereon.

   The invalidity, or unenforceability in particular circumstances, of any
provision of this Note shall not extend beyond such provision or such
circumstances and no other provision of this instrument shall be affected
thereby.

   It is the intention of Maker and Payee to conform strictly to all state and
federal interest laws applicable to this loan transaction. Accordingly, its
agreed that notwithstanding any provisions to the contrary in this Note, or in
any of the documents securing payment hereof or otherwise relating hereto, the
aggregate of all interest and any other charges or consideration constituting
interest under applicable interest laws that is taken, reserved, contracted for,
charged or received under this Note, or under any of the other aforesaid
agreements or otherwise in connection with this loan transaction, shall under no
circumstances exceed the maximum amount of interest allowed by the interest laws
applicable to this loan transaction. If any excess of interest in such respect
is provided for, or shall be adjudicated to be so provided for, in this Note or
in any of the documents securing payment hereof or otherwise relating hereto,
then in such event: (i) the provisions of this paragraph shall govern and
control; (ii) neither the Maker, nor Maker's heirs, legal representative,
successors or assigns, or any other party liable for the payment hereof, shall
be obligated to pay the amount of such interest to the extent that it is in
excess of the maximum amount of interest allowed by the interest laws applicable
to this loan transaction; (iii) any excess shall be deemed a mistake and
canceled automatically and, if theretofore paid, shall be credited on this



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Note by the holder or holders hereof (or if this Note shall have been paid in
full, refunded to Maker); and (iv) the effective rate of interest shall be
automatically subject to reduction to the maximum legal rate of interest allowed
by law as now or hereafter construed by courts of appropriate jurisdiction. All
sums paid or agreed to be paid to the holder or holders hereof for the use,
forbearance or detention of the indebtedness evidenced hereby shall, to the
extent permitted by the interest laws applicable to this loan transaction, be
amortized, prorated, allocated and spread throughout the full term of this Note.

   This Note is being executed and delivered and is intended to be performed in
the State of Texas and shall be construed and enforced in accordance with and
governed by the laws of the State of Texas (except that Chapter 346 of the Texas
Finance Code which relates to certain revolving loan accounts and revolving
tri-party accounts shall not apply to the loan evidenced by this Note) and
applicable federal law. All legal proceedings brought to enforce or interpret
this Note shall be in the appropriate court located in Tarrant County, Texas.

   This Note represents money advanced by Payee at the request of Maker for
working capital and is secured by Deed of Trust of even date herewith executed
by Maker and PMB Enterprises West, Inc., a New Mexico corporation, to H. G.
Leffler, Trustee, covering the real property described as:

   See Exhibit "A" attached hereto and incorporated herein by reference for all
purposes,

which said property is fully described in said Deed of Trust.


                                              PANCHO'S MEXICAN BUFFET, INC., A
                                              DELAWARE CORPORATION


                                        By:   /s/ Hollis Taylor
                                              ----------------------------------
                                              Hollis Taylor, President

                                              P.0. Box 7407
                                              Fort Worth, Texas 76111


                                   EXHIBIT "A"

Tract One: Lot 1, Block 2, PENLAND INDUSTRIAL ADDITION to the City of Fort
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Worth, Tarrant County, Texas, according to the plat of said addition recorded in
Volume 388-170, Page 44, Plat Records of Tarrant County, Texas.

Tract Two: Lot 12, Block 2, McCALL HIGHTOWER ADDITION to the City of Fort Worth,
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Tarrant County, Texas, according to the plat of said addition recorded in Vol-



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ume 204-A, Page 165, Deed Records of Tarrant County, Texas.

Tract Three: Lot 4A, Block 1, BURLESON TOWN CENTER, an addition to the City of
-----------
Burleson, Tarrant County, Texas, according to the plat of said addition recorded
in Volume 388-210, Page 31, Plat Records of Tarrant County, Texas, and being
more particularly described as follows:

All that certain tract or parcel containing 1.1019 acres of land (called 1.102
acres) situated in the Sarah Gray Survey, Abstract Number 558, Tarrant County,
Texas, being all of Lot 4A, Block 1, Burleson Town Center, an addition to the
City of Burleson, Tarrant County, Texas, according to the map or plat thereof
recorded in Volume 388-210, Page 31, Plat Records, Tarrant County, Texas, and
being more particularly described by metes and bounds as follows:

BEGINNING at an "X" cut set out in concrete for the northeast corner of said Lot
4A, Block 1, Burleson Town Center, being in the West right-of-way line of
Interstate Highway 35W (a variable width right-of-way) also known as South
Freeway, from which a 1 inch iron rod found for the Northeast corner of Burleson
Town Center bears North 00 degrees 01 minutes 11 seconds West, 23.55;

THENCE along the westerly right-of-way line of said Interstate Highway 35W the
following four (4) courses to wit:

    (1) South 00 degrees 01 minutes 11 seconds East, a distance of 121.45 feet
        to a 5/8 inch iron rod set for corner;

    (2) South 13 degrees 07 minutes 28 seconds West, a distance of 109.97 feet
        to a 5/8 inch iron rod set for corner;

    (3) South 08 degrees 01 minutes 21 seconds East, a distance of 85.52 feet to
        a 5/8 inch iron rod set for corner being the beginning of a non-tangent
        curve to the right;

    (4) 11.36 feet along the arc of said non-tangent curve to the right having a
        Central Angle of 00 degrees 27 minutes 39 seconds, a Radius of 1412.39
        feet and a Chord bearing and distance of South 08 degrees 00 minutes 32
        seconds West, 11.36 feet to a 5/8 inch iron rod set for the southeast
        corner hereof and the most southerly northeast corner of aforesaid Lot
        4, Block 1;

THENCE North 79 degrees 09 minutes 55 seconds West, leaving the westerly
right-of-way line of said Interstate Highway 35W, a distance of 126.16 feet to a
5/8 inch iron set for the southwest corner hereof, being an interior ell corner
of said Lot 4, Block 1;

THENCE North 11 degrees 31 minutes 34 seconds West, along the most westerly east
line of said Lot 4, Block 1, a distance of 276.84 feet to an "X" cut set in
concrete for the northwest corner hereof;

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THENCE North 78 degrees 28 minutes 26 seconds East, a distance of 145.71 feet to
an 'X' cut set in concrete for corner:

THENCE North 89 degrees 55 minutes 49 seconds East, a distance of 53.00 feet to
the Point of Beginning, containing 1.1019 acres of land, more or less.