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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 [FEE REQUIRED]

                   FOR THE FISCAL YEAR ENDED DECEMBER 29, 2002

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

          For the transition period from ___________ to ______________

                         COMMISSION FILE NUMBER: 0-28234

                            MEXICAN RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

            TEXAS                                       76-0493269
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)

     1135 EDGEBROOK, HOUSTON, TEXAS                     77034-1899
(Address of Principal Executive Offices)                (Zip Code)

        Registrant's telephone number, including area code: 713/943-7574

          Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

          Securities registered pursuant to Section 12(g) of the Act:
                          COMMON STOCK, $.01 PAR VALUE
                                (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes [X]   No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   [ ]

The aggregate market value of Common Stock held by non-affiliates of the
Registrant, based on the sale trade price of the Common Stock as reported by the
Nasdaq National Market on January 31, 2003 was $5,224,492. For purposes of this
computation, all officers, directors and 10% beneficial owners of the registrant
are deemed to be affiliates. Such determination should not be deemed an
admission that such officers, directors or 10% beneficial owners are, in fact,
affiliates of the registrant. Number of shares outstanding of the Registrant's
Common Stock, as of January 31, 2003: 3,384,605 shares of common stock, par
value $.01.

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ]   No [X]

The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant, based on the sale trade price of the Common
Stock as reported by the Nasdaq National Market on the last business day of the
second quarter ended June 30, 2002 was $5,759,275. Number of shares outstanding
of the Registrant's Common Stock, as of January 31, 2003: 3,384,605 shares of
common stock, par value $.01.

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                       DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the Company's definitive proxy statement in connection
with the Annual Meeting of Shareholders to be held May 23, 2003, to be filed
with the Commission pursuant to Regulation 14A, are incorporated by reference
into Part III of this report.

                                TABLE OF CONTENTS

<TABLE>
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                                                                                                               PAGE
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<S>              <C>                                                                                           <C>
PART I
     Item 1.     Business                                                                                        2
     Item 2.     Properties                                                                                      9
     Item 3.     Legal Proceedings                                                                              10
     Item 4.     Submission of Matters to a Vote of Security Holders                                            10

PART II
     Item 5.     Market for the Registrant's Common Stock and Related Shareholder Matters                       10
     Item 6.     Selected Financial Data                                                                        10
     Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations          11
     Item 7A.    Quantitative and Qualitative Disclosures about Market Risks                                    15
     Item 8.     Financial Statements and Supplementary Data                                                    16
     Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure           16

PART III
     Item 10.    Directors and Executive Officers of the Registrant                                             16
     Item 11.    Executive Compensation                                                                         16
     Item 12.    Security Ownership of Certain Beneficial Owners and Management                                 16
     Item 13.    Certain Relationships and Related Transactions                                                 16
     Item 14.    Controls and Procedures

PART IV
     Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K                                17
</TABLE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements in this Form 10-K under "Business", "Legal
Proceedings". "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and elsewhere constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"). Such forward-looking statements involve known and unknown risks,
uncertainties and other facts which may cause the actual results, performance or
achievements of Mexican Restaurants, Inc. and its subsidiaries (the "Company"),
its area developers, franchisees and restaurants to be materially different from
any future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions; competition; success of operating
initiatives; development and operating costs; area developers' adherence to
development schedules; advertising and promotional efforts; brand awareness;
adverse publicity; acceptance of new product offerings; availability, locations
and terms of sites for store development; changes in business strategy or
development plans; quality of management; availability, terms and development of
capital; business abilities and judgment of personnel; availability of qualified
personnel; food, labor and employee benefit costs; changes in, or the failure to
comply with government regulations; regional weather conditions; construction
schedules; and other factors referenced in the Form 10-K. The use in this Form
10-K of such words as "believes", "anticipates", "expects", "intends" and
similar expressions are intended to identify forward-looking statements, but are
not the exclusive means of identifying such statements. The success of the
Company is dependent on the efforts of the Company, its employees, its area
developers, and franchisees and the manner in which they operate and develop
stores in light of various factors, including those set forth above.

                                     PART I

ITEM 1.         BUSINESS

GENERAL

         Mexican Restaurants, Inc. (the "Company") was incorporated under the
name "Casa Ole Restaurants, Inc." under the laws of the State of Texas in
February 1996, and had its initial public offering in April 1996. On May 24,
1999, the Company changed its corporate name to Mexican Restaurants, Inc. The
Company operates as a holding company and conducts substantially all of its
operations through its subsidiaries. All references to the Company include the
Company and its subsidiaries, unless otherwise stated.


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         The Company operates and franchises Mexican-theme restaurants featuring
various elements associated with the casual dining experience under the names
Casa Ole, Monterey's Tex-Mex Cafe, Monterey's Little Mexico, Tortuga Coastal
Cantina and La Senorita. The Casa Ole, Monterey, Tortuga and La Senorita
concepts have been in business for 31, 48, 9 and 24 years, respectively. Today
the Company operates 50 restaurants, franchises 32 restaurants and licenses one
restaurant in various communities across Texas, Louisiana, Oklahoma and
Michigan. The Casa Ole, Monterey and La Senorita restaurants are designed to
appeal to a broad range of customers, and are located primarily in small and
medium-sized communities and middle-income areas of larger markets. The Tortuga
Coastal Cantina restaurants also appeal to a broad range of customers and are
primarily located in Houston suburban markets. The restaurants offer fresh,
quality food, affordable prices, friendly service and comfortable surroundings.
Menus feature a variety of traditional Mexican and Tex-Mex selections,
complemented by the Company's own original Mexican-based recipes designed to
have broad appeal. The Company believes that the established success of the
Company in existing markets, its focus on middle-income customers, and the
skills of its management team provide significant opportunities to realize the
value inherent in the Mexican restaurant market and increase revenues in
existing markets. The Company has negotiated a deal to purchase an existing Casa
Ole franchise restaurant sometime during the first quarter of fiscal 2003,
subject to final terms for closing. After closing, the Company plans to close
the restaurant for remodel and reopen the restaurant sometime during the second
quarter of fiscal 2003.

STRATEGY AND CONCEPT

         The Company's objective is to be perceived as a value leader in the
Mexican segment of the full-service casual dining marketplace. To accomplish
this objective, the Company has developed strategies designed to achieve and
maintain high levels of customer loyalty, frequent patronage and profitability.
The key strategic elements are:

         -        Offering consistent, high-quality, original recipe Mexican
                  menu items that reflect both national and local taste
                  preferences;

         -        Pricing menu offerings at levels below many family and
                  casual-dining restaurant concepts;

         -        Selecting, training and motivating its employees to enhance
                  customer dining experiences and the friendly casual atmosphere
                  of its restaurants;

         -        Providing customers with the friendly, attentive service
                  typically associated with more expensive casual-dining
                  experiences; and

         -        Reinforcing the perceived value of the dining experience with
                  a comfortable and inviting Mexican decor.

         MENU. The Company's restaurants offer high-quality products with a
distinctive, yet mild taste profile with mainstream appeal. Fresh ingredients
are a critical recipe component, and the majority of menu items are prepared
daily in the kitchen of each restaurant from original recipes.

         The menus feature a wide variety of entrees including enchiladas,
combination platters, burritos, fajitas, coastal seafood and other house
specialties. The menu also includes soup, salads, appetizers and desserts. From
time to time the Company also introduces new dishes designed to keep the menus
fresh. Alcoholic beverages are served as a complement to meals and represent a
range of less than 5% of sales at its more family oriented locations, and up to
20% in its more casual dining locations. At Company-owned restaurants the dinner
menu entrees presently range in price from $4.99 to $15.95, with most items
priced between $5.95 and $9.95. Lunch prices at most Company-owned restaurants
presently range from $4.99 to $8.95.

         ATMOSPHERE AND LAYOUT. The Company emphasizes an attractive interior
and exterior design for each of its restaurants. The typical restaurant has an
inviting and interesting Mexican exterior. The interior decor is comfortable
Mexican in appearance to reinforce the perceived value of the dining experience.
Stucco, tile floors, carpets, plants and a variety of paint colors are integral
features of each restaurant's decor. These decor features are incorporated in a
floor plan designed to provide a comfortable atmosphere. The Company's
restaurant designs are sufficiently flexible to accommodate a variety of
available sites and development opportunities, such as malls, end-caps of strip
shopping centers and free standing buildings, including conversions to the
Company's restaurant design. The restaurant facility is also designed to serve a
high volume of customers in a relatively limited period of time. The Company's
restaurants typically range in size from approximately 4,000 to 5,600 square
feet, with an average of approximately 4,500 square feet and a seating capacity
of approximately 180.

GROWTH STRATEGY

         The Company believes that the unit economics of the various restaurant
concepts of the Company, as well as their value orientation and focus on middle
income customers, provide significant opportunities for growth. The Company's
long-standing strategy to capitalize on these growth opportunities has been
comprised of two key elements:

         IMPROVE SAME RESTAURANT SALES AND PROFITS. The Company's first growth
opportunity is to improve the sales and controllable income of existing
restaurants (controllable income consists of restaurant sales less food and
beverage expenses, labor and controllable expenses, such as utilities and repair
and maintenance expenses, but excludes advertising and occupancy expenses). This
is accomplished through an emphasis on restaurant operations, coupled with
improving marketing, purchasing and other organizational efficiencies (see
"Restaurant Operations" below). During fiscal year 2003,


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the Company expects to focus on improving operational results, paying down debt,
repurchasing its common stock and to acquire one existing franchised restaurant.

         INCREASED PENETRATION OF EXISTING MARKETS. The Company's second growth
opportunity is to increase the number of restaurants in existing Designated
Market Areas ("DMAs") and to expand into contiguous new markets. The DMA concept
is a mapping tool developed by the A.C. Nielsen Co. that measures the size of a
particular market by reference to communities included within a common
television market. The Company's objective in increasing the density of
Company-owned restaurants within existing markets is to improve operating
efficiencies in such markets and to realize improved overhead absorption. In
addition, the Company believes that increasing the density of restaurants in
both Company-owned and franchised markets will assist it in achieving effective
media penetration while maintaining or reducing advertising costs as a
percentage of revenues in the relevant markets. The Company believes that
careful and prudent site selection within existing markets will avoid
cannibalization of the sales base of existing restaurants.

         In implementing its unit expansion strategy, the Company may use a
combination of franchised and Company-owned restaurants. The number of such
restaurants developed in any period will vary. The Company believes that a mix
of franchised and Company-owned restaurants would enable it to realize
accelerated expansion opportunities, while maintaining majority or sole
ownership of a significant number of restaurants. Generally the Company does not
anticipate opening franchised and Company-owned restaurants within the same
market. In seeking franchisees, the Company will continue to primarily target
experienced multi-unit restaurant operators with knowledge of a particular
geographic market and financial resources sufficient to execute the Company's
development strategy.

         In adding to its Company-owned restaurants, the Company anticipates it
will continue to selectively acquire existing franchised restaurants. The
Company did not build any new restaurants or acquire any existing franchised
restaurants in fiscal year 2002. The Company does not currently anticipate
building any new restaurants in fiscal year 2003 but has negotiated a deal to
purchase of one existing franchised restaurant, subject to final terms for
closing. The Company plans to close the restaurant after closing for remodel and
reopen the restaurant sometime during the second quarter. During fiscal 2001,
the Company acquired a franchise restaurant in Bellmead, Texas.

SITE SELECTION

         Senior management of the Company devotes significant time and resources
to analyzing prospective sites for the Company's restaurants. Senior management
has also created and utilizes a site selection committee, which reviews and
approves each site to be developed. In addition, the Company conducts customer
surveys to define precisely the demographic profile of the customer base of each
of the Company's restaurant concepts. The Company's site selection criteria
focus on:

         1)       matching the customer profile of the respective restaurant
                  concept to the profile of the population of the target local
                  market;

         2)       easy site accessibility, adequate parking, and prominent
                  visibility of each site under consideration;

         3)       the site's strategic location within the marketplace;

         4)       the site's proximity to the major concentration of shopping
                  centers within the market;

         5)       the site's proximity to a large employment base to support the
                  lunch segment; and

         6)       the impact of competition from other restaurants in the
                  market.

         The Company believes that a sufficient number of suitable sites are
available for contemplated Company and franchise development in existing
markets. Based on its current planning and market information, the Company does
not plan to open additional restaurants in fiscal year 2003, but is negotiating
to acquire an existing franchised restaurant. The anticipated total investment
for a 4,200 to 5,600 square foot restaurant, including land, building,
equipment, signage, site work, furniture, fixtures and decor ranges between $1.4
and $2.1 million (including capitalized lease value). Additionally, training and
other pre-opening costs are anticipated to approximate $50,000 per location. The
cost of developing and operating a Company restaurant can vary based upon
fluctuations in land acquisition and site improvement costs, construction costs
in various markets, the size of the particular restaurant and other factors.
Although the Company anticipates that development costs associated with
near-term restaurants will range between $1.4 and $2.1 million, there can be no
assurance of this. Where possible, the Company uses build to suit, lease
conversion or sale and leaseback transactions to limit its cash investment to
approximately $500,000 per location.

RESTAURANT OPERATIONS

         MANAGEMENT AND EMPLOYEES. The management staff of each restaurant is
responsible for managing the restaurant's operations. Each Company-owned
restaurant operates with a general manager, one or more assistant managers and a
kitchen manager or a chef. Including managers, restaurants have an average of 50
full-time and part-time employees. The Company historically has spent
considerable effort developing its employees, allowing it to promote from
within. As an additional incentive to its restaurant management personnel, the
Company has a bonus plan in which restaurant managers can receive monthly
bonuses based on a percentage of their restaurants' controllable profits.


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         The Company's regional supervisors, who report directly to the
Company's Directors of Operation, offer support to the store managers. Each
supervisor is eligible for a monthly bonus based on a percentage of controllable
profits of the stores under their control.

         As of December 29, 2002, the Company employed approximately 2,300
people, of whom 2,250 were restaurant personnel at the Company-owned restaurants
and 50 were corporate personnel. The Company considers its employee relations to
be good. Most employees, other than restaurant management and corporate
personnel, are paid on an hourly basis. The Company's employees are not covered
by a collective bargaining agreement.

         TRAINING AND QUALITY CONTROL. The Company requires its hourly employees
to participate in a formal training program carried out at the individual
restaurants, with the on-the-job training program varying from three days to two
weeks based upon the applicable position. Managers of both Company-owned and
franchised restaurants are trained at one of the Company's specified training
stores by that store's general manager and are then certified upon completion of
a four to six week program that encompasses all aspects of restaurant operations
as well as personnel management and policy and procedures, with special emphasis
on quality control and customer relations. To evaluate ongoing employee service
and provide rewards to employees, the Company employs a "mystery shopper"
program which consists of two anonymous visits per month per restaurant. The
Company's franchise agreement requires each franchised restaurant to employ a
general manager who has completed the Company's training program at one of the
Company's specified training stores. Compliance with the Company's operational
standards is monitored for both Company-owned and franchised restaurants by
random, on-site visits by corporate management, regular inspections by regional
supervisors, the ongoing direction of a corporate quality control manager and
the mystery shopper program.

         MARKETING AND ADVERTISING. The Company believes that when media
penetration is achieved in a particular market, investments in radio and
television advertising can generate significant increases in revenues in a
cost-effective manner. During fiscal 2002, the Company spent approximately 4.1%
of restaurant revenues on various forms of advertising and plans to spend a
comparable amount in fiscal 2003. Besides radio and television, the Company
makes use of in-store promotions, involvement in community activities, and
customer word-of-mouth to maintain their performance.

         PURCHASING. The Company strives to obtain consistent quality products
at competitive prices from reliable sources. The Company works with its
distributors and other purveyors to ensure the integrity, quality, price and
availability of the various raw ingredients. The Company researches and tests
various products in an effort to maintain quality and to be responsive to
changing customer tastes. The Company operates a centralized purchasing system
that is utilized by all of the Company-owned restaurants and is available to the
Company's franchisees. Under the Company's franchise agreement, if a franchisee
wishes to purchase from a supplier other than a currently approved supplier, it
must first submit the products and supplier to the Company for approval.
Regardless of the purchase source, all purchases must comply with the Company's
product specifications. The Company's ability to maintain consistent product
quality throughout its operations depends upon acquiring specified food products
and supplies from reliable sources. Management believes that all essential food
and beverage products are available from other qualified sources at competitive
prices.

FRANCHISING

         The Company currently has 14 franchisees operating a total of 32
restaurants and one licensee operating one restaurant. In fiscal year 2002, no
new franchise restaurants were opened, one franchise restaurant was closed and
one franchise restaurant was temporarily closed during the fourth quarter of
fiscal year 2002 and is not rescheduled to reopen until the second quarter of
fiscal year 2003. Franchising allows the Company to expand the number of stores
and penetrate markets more quickly and with less capital than developing
Company-owned stores. Franchisees are selected on the basis of various factors,
including business background, experience and financial resources. In seeking
new franchisees, the Company targets experienced multi-unit restaurant operators
with knowledge of a particular geographic market and financial resources
sufficient to execute the Company's development schedule. Under the current
franchise agreement, franchisees are required to operate their stores in
compliance with the Company's policies, standards and specifications, including
matters such as menu items, ingredients, materials, supplies, services,
fixtures, furnishings, decor and signs. In addition, franchisees are required to
purchase, directly from the Company or its authorized agent, spice packages for
use in the preparation of certain menu items, and must purchase certain other
items from approved suppliers unless written consent is received from the
Company.

         FRANCHISE AGREEMENTS. The Company enters into a franchise agreement
with each franchisee which grants the franchisee the right to develop a single
store within a specific territory at a site approved by the Company. The
franchisee then has limited exclusive rights within the territory. Under the
Company's current standard franchise agreement, the franchisee is required to
pay a franchise fee of $25,000 per restaurant. The current standard franchise
agreement provides for an initial term of 15 years (with a limited renewal
option) and payment of a royalty of 3% to 5% of gross sales. The termination
dates of the Company's franchise agreements with its existing franchisees
currently range from 2004 to 2015.

         Franchise agreements are not assignable without the prior written
consent of the Company. Also, the Company retains rights of first refusal with
respect to any proposed sales by the franchisee. Franchisees are not permitted
to compete with the Company during the term of the franchise agreement and for a
limited time, and in a limited area, after the term of the franchise agreement.
The enforceability and permitted scope of such noncompetition provisions varies
from state to state. The Company has the right to terminate any franchise
agreement for certain specific reasons, including a franchisee's failure to make
payments when due or failure to adhere to the Company's policies and standards.
Many state franchise laws,


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however, limit the ability of a franchisor to terminate or refuse to renew a
franchise. See "Item 1. Business--Government Regulation."

         Prior forms of the Company's franchise agreements may contain terms
that vary from those described above, including with respect to the payment or
nonpayment of advertising fees and royalties, the term of the agreement, and
assignability, noncompetition and termination provisions.

         FRANCHISEE TRAINING AND SUPPORT. Under the current franchise agreement,
each franchisee (or if the franchisee is a business organization, a manager
designated by the franchisee) is required to personally participate in the
operation of the franchise. Before opening the franchisee's business to the
public, the Company provides training at its approved training facility for each
franchisee's general manager, assistant manager and kitchen manager or chef. The
Company recommends that the franchisee, if the franchisee is other than the
general manager, or if a business organization, its chief operating officer,
attend such training. The Company also provides a training team to assist the
franchisee in opening its restaurant. The team, supervised by the Director of
Training, will assist and advise the franchisee and/or its manager in all phases
of the opening operation for a seven to fourteen day period. The formal training
program required of hourly employees and management, along with continued
oversight by the Company's quality control manager, is designed to promote
consistency of operations.

         AREA DEVELOPERS. The area development agreement is an extension of the
standard franchise agreement. The area development agreement provides area
developers with the right to execute more than one franchise agreement in
accordance with a fixed development schedule. Restaurants established under
these agreements must be located in a specific territory in which the area
developer will have limited exclusive rights. Area developers pay an initial
development fee generally equal to the total initial franchise fee for the first
franchise agreement to be executed pursuant to the development schedule plus 10%
of the initial franchise fee for each additional franchise agreement to be
executed pursuant to the development schedule. Generally the initial development
fee is not refundable, but will be applied in the proportions described above to
the initial franchise fee payable for each franchise agreement executed pursuant
to the development schedule. New area developers will pay monthly royalties for
all restaurants established under such franchise agreements on a declining scale
generally ranging from 5% of gross sales for the initial restaurant to 3% of
gross sales for the fourth restaurant and thereafter as additional restaurants
are developed. Area development agreements are not assignable without the prior
written consent of the Company. The Company will retain rights of first refusal
with respect to proposed sales of restaurants by the area developers. Area
developers are not permitted to compete with the Company. As described above,
the enforceability and permitted scope of such noncompetition provisions may
vary from state to state. If an area developer fails to meet its development
schedule obligations, the Company can, among other things, terminate the area
development agreement or modify the territory in the agreement. These
termination rights may be limited by applicable state franchise laws. The
Company is not currently seeking new area developers. The Company currently has
three area developers operating a total of on ten, four and three restaurants,
respectively.

COMPETITION

         The restaurant industry is intensely competitive. Competition is based
upon a number of factors, including concept, price, location, quality and
service. The Company competes against a broad range of other family dining
concepts, including those focusing on various other types of ethnic food, as
well as local restaurants in its various markets. The Company also competes
against other quick service and casual dining concepts within the Mexican and
Tex-Mex food segment. Many of the Company's competitors are well established and
have substantially greater financial and other resources than the Company. Some
of the Company's competitors may be better established in markets where the
Company's restaurants are or may be located. Also, the Company competes for
qualified franchisees with franchisors of other restaurants and various other
concepts.

         The success of a particular restaurant concept is also affected by many
other factors, including national, regional or local economic and real estate
conditions, changes in consumer tastes and eating habits, demographic trends,
weather, traffic patterns, and the type, number and location of competing
restaurants. In addition, factors such as inflation, increased food, labor and
benefit costs, and the availability of experienced management and hourly
employees may adversely affect the restaurant industry in general and the
Company's restaurants in particular.

GOVERNMENT REGULATION

         Each restaurant is subject to regulation by federal agencies and to
licensing and regulation by state and local health, sanitation, safety, fire and
other departments relating to the development and operation of restaurants.
These include regulations pertaining to the environmental, building and zoning
requirements in the preparation and sale of food. The Company is also subject to
laws governing the service of alcohol and its relationship with employees,
including minimum wage requirements, overtime, working conditions and
immigration requirements. Difficulties or failures in obtaining the required
construction and operating licenses, permits or approvals could delay or prevent
the opening of a specific new restaurant. The Company believes that it is
operating in substantial compliance with applicable laws and regulations that
govern its operations.

         Alcoholic beverage control regulations require each of the Company's
restaurants to apply to a state authority and, in certain locations, county or
municipal authorities, for a license or permit to sell alcoholic beverages on
the premises and to provide service for extended hours. Typically, licenses must
be renewed annually and may be revoked or suspended for cause at any time.
Alcoholic beverage control regulations relate to numerous aspects of the
Company's restaurants, including minimum age of patrons drinking alcoholic
beverages and of employees serving alcoholic beverages, hours of operation,


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advertising, wholesale purchasing, inventory control and handling, storage and
dispensing of alcoholic beverages. The Company is also subject to "dramshop"
statutes which generally provide a person injured by an intoxicated person may
seek to recover damages from an establishment determined to have wrongfully
served alcoholic beverages to the intoxicated person. The Company carries liquor
liability coverage as part of its existing comprehensive general liability
insurance. Additionally, within thirty days of employment by the Company, each
Texas employee of the Company who serves alcoholic beverages is required to
attend an alcoholic seller training program that has been approved by the Texas
Alcoholic Beverage Commission and endorsed by the Texas Restaurant Association
and which endeavors to educate the server to detect and prevent overservice of
the Company's customers. This program strives to educate the server to detect
and prevent over-service, or underage- service, of alcoholic beverages to the
Company's customers.

         In connection with the sale of franchises, the Company is subject to
the United States Federal Trade Commission rules and regulations and state laws
that regulate the offer and sale of franchises and business opportunities. The
Company is also subject to laws that regulate certain aspects of such
relationships. The Company has had no claims with respect to its programs and,
based on the nature of any potential compliance issues identified, does not
believe that compliance issues associated with its historic franchising programs
will have a material adverse effect on its results of operations or financial
condition. The Company believes that it is operating in substantial compliance
with applicable laws and regulations that govern franchising programs.

         The federal Americans With Disabilities Act prohibits discrimination on
the basis of disability in public accommodations and employment. The Company is
required to comply with the Americans With Disabilities Act and regulations
relating to accommodating the needs of the disabled in connection with the
construction of new facilities and with significant renovations of existing
facilities.

         The Company is subject to various local, state and federal laws
regulating the discharge of pollutants into the environment. The Company
believes that it conducts its operations in substantial compliance with
applicable environmental laws and regulations. The Company conducts
environmental audits of each proposed restaurant site in order to determine
whether there is any evidence of contamination prior to purchasing or entering
into a lease with respect to such site. To date the Company's operations have
not been materially adversely affected by the cost of compliance with applicable
environmental laws.

TRADEMARKS, SERVICE MARKS AND TRADE DRESS

         The Company believes its trademarks, service marks and trade dress have
significant value and are important to its marketing efforts. It has registered
the trademarks for "Casa Ole", "Casa Ole Mexican Restaurant", "Monterey's
Tex-Mex Cafe", "Monterey's Little Mexico", "Tortuga Cantina" and "La Senorita"
with the U.S. Patent Office.

RISK FACTORS

         The Company cautions readers that its business is subject to a number
of risks, any of which could cause the actual results of the Company to differ
materially from those indicated by forward-looking statements made from time to
time in releases, including this Form 10-K, and oral statements. Certain risk
factors are presented throughout this document, including, among others,
expansion strategy; site selection; attracting and retaining franchisees,
managers and other employees; availability of food products; competition and
government regulation. Certain other risks to which the Company is subject
include:

         SEASONAL FLUCTUATIONS IN SALES AND EARNINGS AFFECT THE COMPANY'S
QUARTERLY RESULTS. The Company's sales and earnings fluctuate seasonally.
Historically the Company's highest sales and earnings have occurred in the
second and third calendar quarters, which the Company believes is typical of the
restaurant industry and consumer spending patterns in general. In addition,
quarterly results have been and, in the future are likely to be, substantially
affected by the timing of new restaurant openings. Because of the seasonality of
the Company's business and the impact of new restaurant openings, results for
any calendar quarter are not necessarily indicative of the results that may be
achieved for a full fiscal year and cannot be used to indicate financial
performance for the entire year.

         INFLATION MAY ADVERSELY IMPACT NET INCOME. The Company believes that
inflation has impacted net income during fiscal year 2002. However, the Company
was able to mitigate the overall impact of inflation by managing certain costs
during fiscal year 2002. For example, the Company negotiated a utility contract
to lock in lower gas prices, and adapted its workers compensation insurance
program to take advantage of savings resulting from its improved safety record.
The Company also lowered its food cost with improved purchasing programs. There
can be no assurance that the Company will not experience the same inflationary
impact in the future. If operating expenses increase, management intends to
attempt to recover increased costs by increasing prices to the extent deemed
advisable considering competitive conditions. The Company does not have or
participate in transactions involving derivative, financial and commodity
instruments.

         IMPLEMENTING THE COMPANY'S GROWTH STRATEGY MAY STRAIN ITS RESOURCES.
The Company's ability to expand by adding Company-owned and franchised
restaurants will depend on a number of factors, including the availability of
suitable locations, the ability to hire, train and retain an adequate number of
experienced management and hourly employees, the availability of acceptable
lease terms and adequate financing, timely construction of restaurants, the
ability to obtain various government permits and licenses and other factors,
some of which are beyond the control of the Company and its franchisees. The
opening of additional franchised restaurants will depend, in part, upon the
ability of existing and future franchisees to obtain financing or investment
capital adequate to meet their market development obligations. Based on the
Company's


                                       7

<PAGE>

experience in attempting to grow outside its existing markets, the Company has
found there can be limited consumer acceptance and that the cost of such efforts
can have a material adverse impact on the Company's financial results.

         THE COMPANY'S SMALL RESTAURANT BASE AND GEOGRAPHIC CONCENTRATION MAKES
ITS OPERATIONS MORE SUSCEPTIBLE TO LOCAL ECONOMIC CONDITIONS. The results
achieved to date by the Company's relatively small restaurant base may not be
indicative of the results of a larger number of restaurants in a more
geographically dispersed area. Because of the Company's relatively small
restaurant base, an unsuccessful new restaurant could have a more significant
effect on the Company's results of operations than would be the case in a
company owning more restaurants. Additionally, given the Company's present
geographic concentration (all Company-owned units are currently in Texas,
Oklahoma and Michigan), results of operations may be adversely affected by
economic or other conditions in the region and adverse publicity relating to the
Company's restaurants could have a more pronounced adverse effect on the
Company's overall sales than might be the case if the Company's restaurants were
more broadly dispersed.

         THE COMPANY'S MANAGEMENT AND DIRECTORS HOLD A MAJORITY OF THE COMMON
STOCK. Approximately 59.8% of the Common Stock and rights to acquire Common
Stock of the Company are beneficially owned or held by Larry N. Forehand, David
Nierenberg, Michael D. Domec and Louis P. Neeb, directors and/or executive
officers of the Company. As a result, these individuals will have substantial
control over matters requiring shareholder approval, including the election of
directors.

         SHARES ELIGIBLE FOR FUTURE SALE COULD ADVERSELY IMPACT THE STOCK PRICE.
Sales of substantial amounts of shares in the public market could adversely
affect the market price of the Common Stock. The Company has granted limited
registration rights to holders of warrants granted by the Company and Larry N.
Forehand to Louis P. Neeb, Tex-Mex Partners, L.C. and a former officer of the
Company to register the 757,465 underlying shares of Common Stock subject to
such warrants in connection with registrations otherwise undertaken by the
Company. If the Company registers these shares and these shareholders sell a
large portion of their holdings on the open market at one time, the market price
of the Common Stock will likely decline. In any event, the market price of the
Common Stock could be subject to significant fluctuations in response to the
Company's operating results and other factors.

         COMPETITION MAY ADVERSELY AFFECT THE COMPANY'S OPERATIONS AND FINANCIAL
RESULTS. The restaurant industry is highly competitive with respect to price,
service, restaurant location and food quality, and is often affected by changes
in consumer tastes, economic conditions, population and traffic patterns. The
Company competes within each market against other family dining concepts, as
well as quick service and casual dining concepts, for customers, employees and
franchisees. Several of the Company's competitors operate more restaurants and
have significantly greater financial resources and longer operating histories
than the Company. The Company's inability to successfully compete with the other
restaurants in its markets could prevent it from increasing or sustaining its
revenues and profitability and result in a material adverse effect on its
business, financial condition, results of operations or cash flows.

         CHANGES IN GENERAL ECONOMIC AND POLITICAL CONDITIONS AFFECT CONSUMER
SPENDING AND MAY HARM THE COMPANY'S REVENUES AND OPERATING RESULTS. The United
States currently is in a recession and these weak general economic conditions
may continue through 2003. As the economy struggles, customers may become more
apprehensive about the economy and reduce their level of discretionary spending.
A decrease in discretionary spending could impact the frequency with which the
Company's customers choose to dine out or the amount they spend on meals while
dining out, thereby decreasing the Company's revenues. Additionally, the
continued military responses to the terrorist attacks on the United States,
possible future terrorist attacks and the growing threat of war may exacerbate
current economic conditions and lead to further weakening in the economy.
Adverse economic conditions and any related decrease in discretionary spending
by the Company's customers could have an adverse effect on the Company's
revenues and operating results.

         RISING INSURANCE COSTS COULD NEGATIVELY IMPACT PROFITABILITY. The cost
of insurance (workers compensation insurance, general liability insurance,
health insurance and directors and officers liability) has risen significantly
in the past year and is expected to continue to increase in 2003. These
increases could have a negative impact on the Company's profitability if it is
not able to negate the effect of such increases by continuing to improve its
operating efficiencies.

         LITIGATION COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY'S
BUSINESS. The Company is from time to time the subject of complaints or
litigation from guests alleging food-borne illness, injury or other food
quality, health or operational concerns. The Company may be adversely affected
by publicity resulting from such allegations, regardless of whether such
allegations are valid or whether it is liable. The Company is also subject to
complaints or allegations from former or prospective employees from time to
time. A lawsuit or claim could result in an adverse decision against the Company
that could have a materially adverse effect on its business.

         The Company is subject to state "dramshop" laws and regulations, which
generally provide that a person injured by an intoxicated person may seek to
recover damages from an establishment that wrongfully served alcoholic beverages
to such person. While the Company carries liquor liability coverage as part of
its existing comprehensive general liability insurance, it may still be subject
to a judgment in excess of its insurance coverage and it may not be able to
obtain or continue to maintain such insurance coverage at reasonable costs, or
at all.

         COMPLIANCE WITH CHANGING REGULATION OF CORPORATE GOVERNANCE AND PUBLIC
DISCLOSURE MAY RESULT IN ADDITIONAL EXPENSES. Keeping up to date and in
compliance with changing laws, regulations and standards relating to corporate
governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new
SEC regulations and Nasdaq Stock Market rules, has required an increased amount
of management attention and external resources. The Company remains committed to
maintaining high standards of corporate governance and public disclosure. As a
result, the Company intends to invest all reasonably necessary resources to
comply with evolving standards, and this investment may result in


                                       8

<PAGE>

increased general and administrative expenses and a diversion of management time
and attention from revenue-generating activities to compliance activities.

ITEM 2.         PROPERTIES

         In fiscal year 2002, the Company's executive offices were located in
approximately 10,015 square feet of office space in Houston, Texas. The offices
are currently leased by the Company from CO Properties No. 3, a Texas
partnership owned by Larry N. Forehand and Michael D. Domec, under a gross lease
(where the landlord pays utilities and property taxes) expiring in December
2006, with rental payments of $10,215 per month. See "Notes to Consolidated
Financial Statements--Related Party Transactions." The Company believes that its
properties are suitable and adequate for its operations.

         The Company owns the land and buildings of two restaurant locations,
and the building and improvements of two restaurant locations are situated on
ground leases with the balance of locations being on leased sites. In fiscal
year 2002, the Company sold a previously closed restaurant for $478,000 in cash.
Two of the owned restaurants closed in previous years and have been leased in
prior years to either licensees or to third parties. On December 30, 2001 the
Company closed three under-performing leased restaurants and in fiscal year 2002
the Company subleased those restaurants to other local operators. The Company
also owns a pad site in Phoenix, Arizona that is listed for sale. Real estate
leased for Company-owned restaurants is typically leased under triple net leases
that require the Company to pay real estate taxes and utilities, to maintain
insurance with respect to the premises and in certain cases to pay contingent
rent based on sales in excess of specified amounts. Generally the non-mall
locations for the Company-owned restaurants have initial terms of 10 to 20 years
with renewal options.

RESTAURANT LOCATIONS

         At December 29, 2002, the Company had 50 Company-operated restaurants,
32 franchise restaurants and one licensed restaurant. As of such date, the
Company operated and franchised Casa Ole restaurants in the States of Texas and
Louisiana; operated Monterey's Tex-Mex Cafe restaurants in the State of
Oklahoma; operated and licensed Monterey's Little Mexico restaurants in the
State of Texas; operated Tortuga Coastal Cantina restaurants in the State of
Texas; and also operated and franchised La Senorita restaurants in the State of
Michigan. The Company's portfolio of restaurants is summarized below:

<TABLE>
         <S>                                       <C>
         CASA OLE
                Company-operated                   17 Leased
                Franchisee-operated                30
                                                   ---------

                        CONCEPT TOTAL              47
                                                   =========

         MONTEREY'S TEX-MEX CAFE
                Company-operated                    4 Leased
                                                    --------

                        CONCEPT TOTAL               4
                                                    ========

        MONTEREY'S LITTLE MEXICO
                Company-operated                   14 Leased
                Licensee-operated                   1
                                                   ---------

                        CONCEPT TOTAL              15
                                                   =========

        TORTUGA COASTAL CANTINA
                Company-operated                   10 Leased
                                                   ---------

                        CONCEPT TOTAL              10
                                                   =========

       LA SENORITA
                Company-operated                    5 Leased
                Franchisee-operated                 2
                                                    --------

                         CONCEPT TOTAL              7
                                                    ========

                         SYSTEM TOTAL               83
                                                    ========
</TABLE>


                                       9

<PAGE>

ITEM 3.         LEGAL PROCEEDINGS

         The Company is involved in litigation relating to claims arising from
its operations in the normal course of business. Management believes that the
ultimate disposition of all uninsured matters resulting from existing litigation
will not have a material adverse effect on the Company's business or financial
position.

ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to a vote of the shareholders of the Company
during the fourth quarter of the fiscal year ended December 29, 2002.

                                     PART II

ITEM 5.         MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                MATTERS

         The Company's Common Stock trades on the Nasdaq National Market tier of
The Nasdaq Stock Market under the symbol "CASA." The following table sets forth
the range of quarterly high and low closing sale prices of the Company's Common
Stock on the Nasdaq National Market during each of the Company's fiscal quarters
since January 1, 2001.

<TABLE>
<CAPTION>
                                                                  HIGH            LOW
                                                                  ----            ---
     <S>                                                          <C>             <C>
     FISCAL YEAR 2001:
          First Quarter (ended April 1, 2001) ........            3.19            2.25
          Second Quarter (ended July 1, 2001) ........            3.04            2.50
          Third Quarter (ended September 30, 2001) ...            3.82            2.66
          Fourth Quarter (ended December 30, 2001) ...            3.04            2.10

     FISCAL YEAR 2002:
          First Quarter (ended March 31, 2002) .......            3.80            2.75
          Second Quarter (ended June 30, 2002) .......            4.70            3.42
          Third Quarter (ended September 29, 2002) ...            4.10            2.85
          Fourth Quarter (ended December 29, 2002) ...            3.64            3.20

     FISCAL YEAR 2003:
          First Quarter (as of February 5, 2003) .....            3.68            3.36
</TABLE>

         As of February 5, 2003, the Company estimates that there were
approximately 800 beneficial owners of the Company's Common Stock, represented
by approximately 64 holders of record.

         Since its 1996 initial public offering, the Company has not paid cash
dividends on its Common Stock. The Company intends to retain earnings of the
Company to support operations and to finance expansion and does not intend to
pay cash dividends on the Common Stock for the foreseeable future. The payment
of cash dividends in the future will be at the discretion of the Board of
Directors and will depend upon such factors as earnings levels, capital
requirements, the Company's financial condition and other factors deemed
relevant by the Board of Directors. In addition, the Company's current credit
agreement prohibits the payment of any cash dividends.

ITEM 6.         SELECTED FINANCIAL DATA

         Balance sheet data as of January 3, 1999, January 2, 2000, December 31,
2000, December 30, 2001 and December 29, 2002 and income statement data for the
fiscal years then ended have been derived from consolidated financial statements
audited by KPMG LLP, independent public accountants. The selected financial data
set forth below should be read in conjunction with and are qualified by
reference to the Consolidated Financial Statements and the Notes thereto
included in Item 8. hereof and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included in Item 7. hereof.


                                       10

<PAGE>

<TABLE>
<CAPTION>
                                                                               FISCAL YEARS
                                                    -------------------------------------------------------------------
                                                     1998(1)        1999           2000           2001           2002
                                                    --------      --------       --------       --------       --------
                                                                (In thousands, except per share amounts)
<S>                                                <C>            <C>            <C>            <C>            <C>
INCOME STATEMENT DATA:
Revenues:
  Restaurant sales ..........................      $ 47,000       $ 55,997       $ 61,834       $ 61,852       $ 58,702
  Franchise fees, royalties and other .......         1,120          1,469          1,362          1,393          1,285
                                                   --------       --------       --------       --------       --------

                 Total revenues .............        48,120         57,466         63,196         63,245         59,987
                                                   --------       --------       --------       --------       --------
Costs and expenses:
  Cost of sales .............................        12,899         15,774         17,402         17,107         16,059
  Restaurant operating expenses .............        25,611         31,448         35,796         36,013         33,917
  General and administrative ................         4,429          5,191          5,548          5,457          5,198
  Depreciation and amortization .............         1,654          2,003          2,227          2,408          2,256
  Restaurant closure costs ..................            --          1,493             --            972             --
                                                   --------       --------       --------       --------       --------

                 Total costs and expenses ...        44,593         55,909         60,973         61,958         57,430
                                                   --------       --------       --------       --------       --------

Infrequently occurring income
  items, net ................................            --            437             --             --             --
                                                   --------       --------       --------       --------       --------

Operating income ............................         3,527          1,994          2,223          1,287          2,557
Other income (expense) ......................          (385)          (534)          (885)          (302)           (57)
                                                   --------       --------       --------       --------       --------

Income before income tax expense ............      $  3,142       $  1,460       $  1,338       $    985       $  2,500
                                                   ========       ========       ========       ========       ========

Extraordinary item ..........................      $     40       $     --       $     --       $     --       $     --
                                                   ========       ========       ========       ========       ========

Net income ..................................      $  1,973       $    833       $    867       $    849       $  1,704
                                                   ========       ========       ========       ========       ========

Net income per share (basic) ................      $   0.55       $   0.23       $   0.24       $   0.24       $   0.49
                                                   ========       ========       ========       ========       ========

Net income per share (diluted) ..............      $   0.55       $   0.23       $   0.24       $   0.24       $   0.48
                                                   ========       ========       ========       ========       ========
</TABLE>

<TABLE>
<CAPTION>
                                                        AS OF THE END OF FISCAL YEARS
                                    --------------------------------------------------------------------
                                      1998           1999           2000           2001           2002
                                    --------       --------       --------       --------       --------
                                                               (In thousands)
<S>                                 <C>            <C>            <C>            <C>            <C>
BALANCE SHEET DATA:
Working capital (deficit) ....      $ (1,047)      $ (1,484)      $ (1,920)      $ (3,154)      $ (2,736)
Total assets .................      $ 23,421       $ 31,043       $ 31,509       $ 30,067       $ 28,983
Long-term debt, less
   current portion ...........      $  2,870       $  8,963       $  8,300       $  5,573       $  3,400
Total stockholders' equity ...      $ 13,559       $ 14,392       $ 14,889       $ 15,717       $ 16,948
</TABLE>

---------------
(1)      The fiscal year 1998 consisted of 53 weeks. All other fiscal years
         presented consisted of 52 weeks.

ITEM 7.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                RESULTS OF OPERATIONS

         Certain statements set forth below under this caption constitute
"forward-looking statements" within the meaning of the Reform Act. See "Special
Note Regarding Forward-Looking Statements" above for additional factors relating
to such statements. The following discussion and analysis should be read in
conjunction with the Company's Consolidated Financial Statements and Notes
thereto appearing elsewhere in this Report.

GENERAL

         The Company was organized under the laws of the State of Texas on
February 16, 1996. Pursuant to the reorganization of the Company in preparation
for the initial public offering, the shareholders of the prior corporations
contributed to the Company all outstanding shares of capital stock of each
corporation, and the Company issued to such shareholders in exchange therefor an
aggregate of 2,732,705 shares of its Common Stock. The exchange transaction was
completed April 24, 1996, and, as a result, the corporations became wholly-owned
subsidiaries of the Company, and each shareholder of the Company received a
number of shares of Common Stock in the Company.


                                       11

<PAGE>

         The Company operates and franchises Mexican-theme restaurants featuring
various elements associated with the casual dining experience under the names
Casa Ole, Monterey's Tex-Mex Cafe, Monterey's Little Mexico, Tortuga Coastal
Cantina and La Senorita. At December 29, 2002 the Company operated 50
restaurants, franchised 32 restaurants and licensed one restaurant in various
communities in Texas, Louisiana, Oklahoma and Michigan.

         The Company's primary source of revenues is the sale of food and
beverages at Company-owned restaurants. The Company also derives revenues from
franchise fees, royalties and other franchise-related activities. Franchise fee
revenue from an individual franchise sale is recognized when all services
relating to the sale have been performed and the restaurant has commenced
operation. Initial franchise fees relating to area franchise sales are
recognized ratably in proportion to services that are required to be performed
pursuant to the area franchise or development agreements and proportionately as
the restaurants within the area are opened.

FISCAL YEAR

         The Company has a 52/53 week fiscal year ending on the Sunday nearest
December 31. References in this Report to fiscal 2000, 2001 and 2002 relate to
the periods ended December 31, 2000, December 30, 2001 and December 29, 2002
respectively. Fiscal years 2000, 2001 and 2002 presented herein consisted of 52
weeks. Fiscal year 1998 consisted of 53 weeks.

RESULTS OF OPERATIONS

FISCAL 2002 COMPARED TO FISCAL 2001

         REVENUES. The Company's revenues for the fiscal year ended December 29,
2002 were down $3,257,411 or 5.2% to $60.0 million compared with fiscal year
2001. Restaurant sales for fiscal year 2002 decreased $3,149,885 or 5.1% to
$58.7 million compared with fiscal year 2001. The decline, in part, reflects the
December 30, 2001 closure of three under-performing restaurants located in
Boise, Idaho. Those restaurants accounted for $1.6 million of restaurant sales
in fiscal year 2001. In addition, another restaurant was closed for six months
during fiscal year 2002 due to fire damage, resulting in approximately $620,000
in lost revenues. The full year impact of a franchise restaurant that was
purchased by the Company in July of fiscal year 2001 increased comparable
revenues approximately $450,000. The remaining decrease in revenues reflects a
decline in same-restaurant sales. Total system same-restaurant sales decreased
0.1%. Company-owned same restaurant sales decreased 2.4% and franchise-owned
same-restaurant sales increased 2.9%.

         Franchise fees, royalties and other decreased 7.7% or $107,526 to $1.2
million. The decrease reflects the closure of one franchise restaurant on March
31, 2002 and the temporary closure of a second franchise restaurant during the
fourth quarter of fiscal year 2002.

         COSTS AND EXPENSES. Costs of sales, consisting of food, beverage,
liquor, supplies and paper costs, decreased as a percent of restaurant sales 30
basis points to 27.4% compared with 27.7% in fiscal 2001. While a small portion
of the improvement was due to the closure of under-performing restaurants, most
of the improvement reflects buying efficiencies.

         Labor and other related expenses increased as a percentage of
restaurant sales 10 basis points to 33.0% compared with 32.9% in fiscal 2001.
The increase in labor as a percentage of restaurant sales reflects the
semi-fixed nature of management costs relative to declining same-restaurant
sales.

         Restaurant operating expenses, which primarily includes rent, property
taxes, utilities, repair and maintenance, liquor taxes, property insurance,
general liability insurance and advertising, decreased as a percentage of
restaurant sales 60 basis points to 24.8% in fiscal year 2002 as compared with
25.4% in fiscal year 2001. The improvement reflects lower utility and occupancy
expenses, offset by higher property and general liability insurance premiums.

         General and administrative expenses consist of expenses associated with
corporate and administrative functions that support restaurant operations.
General and administrative expenses increased as a percentage of total sales 10
basis points to 8.7% in fiscal year 2002 as compared with 8.6% in fiscal year
2001. Actual general and administrative expenses decreased $259,356 in fiscal
year 2002 compared with fiscal year 2001. The improvement in general and
administrative expenses reflects lower manager-in-training, accounting and legal
expenses, offset by a change in compensation for the Company's board of
directors from stock options to monetary compensation and other compensation
expense to purchase vested options of terminated employees and a former director
of the Company.

         Depreciation and amortization expenses include the depreciation of
fixed assets and the amortization of intangible assets. In fiscal 2002,
depreciation and amortization did not change as a percentage of total sales,
remaining at 3.7% for fiscal years 2002 and 2001. In fiscal year 2002, the
Company adopted SFAS 142, "Goodwill and Other Intangible Assets," which requires
goodwill and other intangible assets with indefinite lives no longer be
amortized. For fiscal year 2001, amortization expense was $329,468. Actual
depreciation and amortization expense decreased $168,315 in fiscal year 2002
compared with fiscal year 2001. The increase, after adjusting for the adoption
of SFAS 142, reflects the addition of new assets (routine replacements for
kitchen equipment, HVAC, etc. and remodels).

         During the fourth quarter of fiscal year 2002, the Company spent
$15,837 in pre-opening expenses to re-open a restaurant that had been closed for
six months due to fire damage.


                                       12

<PAGE>

         OTHER INCOME (EXPENSE). Net other expense decreased $245,039 to $57,380
in fiscal year 2002 compared with $302,419 in fiscal year 2001. The improvement
reflects a decrease in interest expense of $322,240 as debt decreased during
fiscal year 2002 from $6.6 million to $4.4 million, or $2.2 million for the
fiscal year. The average effective interest rate declined 240 basis points to
6.9% in fiscal year 2002 compared with an average interest rate of 9.3% in
fiscal year 2001. During the second half of fiscal year 2002, the Company
received $105,000 of business interruption insurance proceeds and recorded a
partial gain of $46,268 for insurance proceeds received from fire damage at the
Humble, Texas restaurant location. Also during the second half of fiscal year
2002, the Company received $53,935 of interest income from the IRS for tax
refunds previously recorded. In fiscal year 2001, other income included a
$285,779 gain due to the sale of one restaurant.

         INCOME TAX EXPENSE. The Company's effective tax rate for fiscal year
2002 was 31.8% as compared with 13.8% in fiscal year 2001. The increase in the
effective tax rate reflects the utilization of favorable tax treatment in fiscal
year 2001 related to the closure of the Boise, Idaho restaurants. In fiscal year
2002, there were no restaurant closures, resulting in an effective tax rate
closer to the normal corporate federal tax rate reduced by the effect of higher
tax credits.

FISCAL 2001 COMPARED TO FISCAL 2000

         REVENUES. Fiscal year 2001 revenues increased 0.01% to $63.2 million.
Restaurant sales increased $17,846 to $61.9 million. Fiscal year 2001 consisted
of 2,728 restaurant weeks compared to 2,849 restaurant weeks in the prior year.
Fiscal year 2000 sales included three under performing restaurants that were
closed at the end of that fiscal year, and one restaurant that was sold in the
middle of that fiscal year. During fiscal year 2001, one restaurant was
temporarily closed for six weeks due to flood damage, one new restaurant was
acquired from a franchisee, and three under performing restaurants were closed
on December 30, 2001. Total system same-restaurant sales were up 2.7%.
Company-owned same restaurant sales were up 2.2% and franchise-owned
same-restaurant sales were up 3.5%. Company-owned average weekly sales increased
4.5% in fiscal year 2001.

         Franchise fees, royalties and other increased 2.3% or $31,248 to $1.4
million. The increase was due to the increase in franchise same-restaurant
sales. The increase in franchise same restaurant sales was offset by the
bankruptcy of two franchisees during the second quarter of fiscal year 2001 and
the loss of corresponding royalty income.

         COSTS AND EXPENSES. Costs of sales, consisting of food, beverage,
liquor, supplies and paper costs, decreased as a percent of restaurant sales to
27.7% compared with 28.1% in fiscal 2000. The decrease was due, in part, to menu
price increases, and due to menu design changes that removed low selling, high
food cost items. Higher cheese prices offset some of this improvement.

         Labor and other related expenses decreased as a percentage of
restaurant sales 70 basis points to 32.9% compared with 33.6% in fiscal 2000.
The decrease was primarily due to hourly and manager labor efficiency as a
result of increasing same restaurant sales. The improvement was also due to last
year's closure of under performing restaurants. Worker's compensation insurance
premiums increased 56.0% during fiscal year 2001, offsetting some of these
improvements.

         Restaurant operating expenses, which primarily includes rent, property
taxes, utilities, repair and maintenance, liquor taxes, property insurance,
general liability insurance and advertising, increased as a percentage of
restaurant sales to 25.4% in fiscal year 2001 as compared with 24.3% in fiscal
year 2000. The increase was primarily due to higher utility, insurance and
advertising costs.

         General and administrative expenses decreased as a percentage of total
sales from 8.8% of total sales in fiscal year 2000 to 8.6% in fiscal year 2001.
The decrease was primarily due to a decrease in corporate staffing that was
offset by higher legal expenses relating to a parking easement lawsuit that was
successfully concluded and severance expenses relating to the corporate staff
decreases.

         Depreciation and amortization increased by 14.0% to $2.4 million. The
increase was primarily due to the addition of two new restaurants in October
2000 and June 2001, four remodels during 2000 and six remodels during 2001, as
well as other fixed asset additions during fiscal year 2001. The closed
restaurants mentioned above had relatively low book values of fixed assets so
their closure did not significantly reduce depreciation.

         No new restaurants were opened during 2001. The franchise restaurant
acquired during fiscal year 2001 was an existing, operating restaurant that
required no pre-opening costs.

         During the fourth quarter of fiscal year 2001, the Company expensed
$971,885 related to restaurant closure and asset impairment costs. These costs
were due to the closure and sublease of three restaurants in Boise, Idaho and
due to the impairment of the carrying value of previously closed restaurants
that were sold or subleased just after the end of fiscal year 2001. There were
no impairments recorded in fiscal year 2000.

         OTHER INCOME (EXPENSE). Interest expense decreased by $172,416 due to
declining debt and declining interest rates during fiscal year 2001. Total debt
as of December 30, 2001 was $6.6 million compared with $8.3 million as of
December 31, 2000, a decrease of $1.7 million. The decrease was also due to a
$285,779 gain primarily due to the sale of one restaurant. The restaurant, which
in 1998 had been sold and leased back from Franchise Finance of America ("FFCA),
was purchased back from FFCA and then sold to a third party. The restaurant was
purchased with insurance proceeds after it was destroyed by fire. The gain was
primarily the realization of a deferred gain from the 1998 sale-lease back
transaction.


                                       13

<PAGE>

         INCOME TAX EXPENSE. The Company's effective tax rate for fiscal year
2001 was 13.8% compared with 35.0% in fiscal year 2000. The lower rate is due to
the effect of higher tax credits and favorable tax treatment on the closure of
the Boise, Idaho restaurants.

LIQUIDITY AND CAPITAL RESOURCES

         The Company met fiscal 2002 capital requirements with cash generated by
operations. In fiscal 2002, the Company's operations generated approximately
$4.4 million in cash, as compared with $3.2 million in fiscal 2001 and $3.5
million in fiscal 2000. As of December 29, 2002, the Company had a working
capital deficit of approximately $2.7 million, compared with a working capital
deficit of approximately $3.2 million at December 30, 2001. A working capital
deficit is common in the restaurant industry, since restaurant companies do not
typically require a significant investment in either accounts receivable or
inventory.

         The Company's principal capital requirements are the funding of routine
capital expenditures, new restaurant development or acquisitions and remodeling
of older units. During fiscal 2002, capital expenditures on property, plant and
equipment were approximately $2.3 million as compared to approximately $1.8
million for fiscal 2001. Capital expenditures included the remodeling of five
restaurants and the rebuilding of one restaurant that had been damaged by fire.
In fiscal year 2002, the Company sold a previously closed restaurant for
$478,000 in cash. Additionally, the Company had cash outlays for necessary
replacement of equipment and leasehold improvements in various older units. For
fiscal 2003, the Company has negotiated a deal to purchase one existing
franchise restaurant, subject to final terms for closing. After closing, the
Company will close the restaurant for remodel and reopen the restaurant sometime
during the second quarter of fiscal 2003. In addition, the Company plans to
modestly remodel three restaurants in fiscal year 2003. The estimated capital
needed for fiscal year 2003 for general corporate purposes, including
remodeling, is approximately $1.8 million.


         On June 29, 2001, the Company re-financed $7.8 million of its debt with
Fleet National Bank. The new credit facility is for $10.0 million. The credit
facility consists of a $5.0 million term note that requires quarterly principal
payments of $250,000 and matures on June 29, 2006. The credit facility also
includes a $5.0 million revolving line of credit that matures on June 29, 2004.
The interest rate is either the prime rate or LIBOR plus a stipulated
percentage. Accordingly, the Company is impacted by changes in the prime rate
and LIBOR. The Company is subject to a non-use fee of 0.5% on the unused portion
of the revolver from the date of the credit agreement. The Company paid down
$2.2 million of its indebtedness during the 52-weeks of fiscal year 2002. As of
December 29, 2002, the Company had $4.4 million outstanding on the credit
facility and is in full compliance with all debt covenants. The Company expects
to be in compliance with all debt covenants in fiscal year 2003. Over the last
several years, the Company's debt was incurred to carry out the July 1997
acquisition of Monterey's Acquisition Corp, the April 1999 acquisition of La
Senorita Restaurants, to develop new restaurants, and to remodel existing
restaurants, as well as to accommodate other working capital needs. The Company
anticipates that it will use excess cash flow during fiscal year 2003 to pay
down debt approximately $2.2 million.

         During fiscal year 2002, the Company's Board of Directors authorized
management to implement a limited stock repurchase program in the amount of
$500,000. As of December 29, 2002, the Company has bought back 119,500 common
shares for $485,601, or $4.06 per share. The Company also purchased 12,425
vested options for $13,838 and 9,400 common shares for $29,140 from former
employees and a former director of the Company. The Company's debt covenants
allow for an additional $500,000 to implement a limited stock repurchase program
in fiscal year 2003. The shares acquired are being held for general corporate
purposes, including the offset of the dilutive effect on shareholders from the
exercise of stock options.

         The Company's management believes that with its operating cash flow and
the Company's revolving line of credit with Fleet National Bank, funds will be
sufficient to meet operating requirements and to finance routine capital
expenditures and develop a new restaurant and remodel three existing restaurants
through the end of the 2003 fiscal year. Unless the Company violates an
important debt covenant, the Company's credit facility with Fleet National Bank
is not subject to triggering events that would cause the credit facility to
become due sooner than the maturity dates described in the previous paragraph.

         CONTRACTUAL OBLIGATIONS AND COMMITMENTS. The Company leases restaurant
operating space and equipment under non-cancelable operating leases that expire
at various dates through April 30, 2019. The restaurant operating space base
agreements typically provide for a minimum lease rent plus common area
maintenance, insurance, and real estate taxes, plus additional percentage rent
based upon revenues of the restaurant (generally 2% to 7%) and may be renewed
for periods ranging from five to twenty-five years.

         On June 25, 1998, the Company completed a sale-leaseback transaction
involving the sale and leaseback of land, building and improvements of 13
company-owned restaurants. The properties were sold for $11.5 million and
resulted in a gain of approximately $3.5 million that was deferred and is
amortized over the terms of the leases, which are 15 years each. The leases are
classified as operating leases in accordance with SFAS No. 13 "Accounting for
Leases". The 13 leases have a total future minimum lease obligation of
approximately $12,671,306.


                                       14

<PAGE>

         Future minimum lease payments under non-cancelable operating leases
with initial or remaining lease terms in excess of one year as of December 29,
2002 are approximately:

<TABLE>
<S>                 <C>
2003 .........        4,054,681
2004 .........        3,818,946
2005 .........        3,394,086
2006 .........        3,364,647
2007 .........        3,189,485
Thereafter ...       19,841,174
                    -----------
                    $37,663,019
                    ===========
</TABLE>

Long-term debt consists of the following at December 30, 2001 and December 29,
2002:

<TABLE>
<CAPTION>
                                                                                    FISCAL YEARS
                                                                        -----------------------------------
                                                                           2001                    2002
                                                                        -----------             -----------
        <S>                                                             <C>                     <C>
        Revolving Line of Credit ...........................              2,072,729                 900,000
                                                                                                -----------

        Term Note ..........................................              4,500,000               3,500,000
                                                                        -----------             -----------
          Long-term debt ...................................              6,572,729               4,400,000
          Less current installments due in 2003 ............             (1,000,000)             (1,000,000)
                                                                        -----------             -----------
          Long-term debt, excluding current installments ...            $ 5,572,729             $ 3,400,000
                                                                        ===========             ===========
</TABLE>

         On June 29, 2001, the Company re-financed $7.8 million of its debt with
Fleet National Bank. The new credit facility is for $10.0 million. The credit
facility consists of a $5.0 million term note that requires principal payments
quarterly and matures in five years from the closing date of June 29, 2001 and a
$5.0 million revolving line of credit that matures in three years from the
closing date of June 29, 2001. The interest rate is either the prime rate or
LIBOR plus a stipulated percentage. Accordingly, the Company is impacted by
changes in the prime rate and LIBOR. The Company is subject to a non-use fee of
0.5% on the unused portion of the revolver from the date of the credit
agreement. As of December 29, 2002, the Company had $4.4 million outstanding on
the credit facility and was in full compliance with all debt covenants. The
Company expects to be in compliance with all debt covenants in fiscal year 2003.

<TABLE>
        <S>                                                          <C>
        Maturities on long-term debt are as follows:
                 2003 ..................................             1,000,000
                 2004 ..................................             1,900,000
                 2005 ..................................             1,000,000
                 2006 ..................................               500,000
                 2007 ..................................                    --
                                                                    ----------
                                                                    $4,400,000
                                                                    ==========
</TABLE>

         RELATED PARTIES. The Company leases its executive offices from a
company owned by two shareholders of Mexican Restaurants, Inc. Net lease expense
related to these facilities in fiscal 2000, 2001 and 2002 was $89,592, $94,416
and $122,584 respectively.

         In May 1998 the Board of Directors of the Company adopted a program to
assist executives and five key employees of the Company in their purchasing of
shares of the Company. As of December 29, 2002, only two executives and one key
employee remained in the program. As adopted, the program provided for the
Company to assist the executives and key employees in obtaining third party
loans to finance such purchases. As of February 1, 2003, the maturity date of
the employee third party loans, the Company no longer guarantees employee third
party loans. The Company does provide for annual cash bonuses to such executives
to provide for payment of interest expense and principal amounts to amortize
these loans in not more than five years. The bonus payments are based on
attainment of earnings per share targets established by the Company's Board of
Directors.

         The Company provides accounting and administrative services for the
Casa Ole Media and Production Funds. The Casa Ole Media and Production Funds are
not-for-profit, unconsolidated entities used to collect money from company
-owned and franchise-owned restaurants to pay for the marketing of Casa Ole
restaurants. Each restaurant contributes an agreed upon percentage of its sales
to the funds.

ITEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company does not have or participate in transactions involving
derivative, financial and commodity instruments. The Company's long-term debt
bears interest at floating market rates. Based on amounts outstanding at year-
end, a 1% change in interest rates would change interest expense by
approximately $44,000.


                                       15

<PAGE>

ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The Financial Statements and Supplementary Data are set forth herein
commencing on page F-1 of this report.

ITEM 9.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE

         Not applicable.

                                    PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required in response to this Item 10 is incorporated
herein by reference to the Company's proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A not later than 120
days after the end of the fiscal year covered by this report.

ITEM 11.        EXECUTIVE COMPENSATION

         The information required in response to this Item 11is incorporated
herein by reference to the Company's proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A not later than 120
days after the end of the fiscal year covered by this report.

ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required in response to this Item 12 is incorporated
herein by reference to the Company's proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A not later than 120
days after the end of the fiscal year covered by this report.

                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                        (a)                         (b)                                 (c)
                               --------------------------    --------------------        ------------------------------------
<S>                            <C>                           <C>                         <C>
Plan category                  Number of securities to be    Weighted average            Number of securities remaining
                               issued upon exercise of       exercise price of           available for future issuance under
                               outstanding options,          outstanding options,        equity compensation plans (excluding
                               warrants and rights           warrants and rights         securities reflected in column (a))

Equity compensation
plans approved by
security holders                     105,200                       4.23                                94,800

Equity compensation
plans not approved by
security holders                     935,270                       7.20                               124,500

Total                              1,040,470                       6.90                               219,300
</TABLE>

ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required in response to this Item 13 is incorporated
herein by reference to the Company's proxy statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A not later than 120
days after the end of the fiscal year covered by this report.

ITEM 14.        CONTROLS AND PROCEDURES

         (a) Within the 90 days prior to the filing date of this report, the
Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's President and
Chief Executive Officer together with the Company's Chief Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures, as such term is defined under Rule 13a-14 (c) under the
Securities Exchange Act of 1934. Based upon that evaluation, the Company's
President and Chief Executive Officer and the Company's Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company (including
its subsidiaries) required to be included in the Company's periodic SEC filings.


                                       16
<PAGE>

         (b)      There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect internal
controls subsequent to the date that the Company carried out its evaluation
referenced in paragraph (a) above.

                                     PART IV

ITEM 15.                   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
                           ON FORM 8-K

         (a)      Documents filed as part of Report.

                  1.       Financial Statements:

                           The Financial Statements are listed in the index to
                  Consolidated Financial Statements on page F-1 of this Report.

                  2.       Exhibits:

                           3.1      Articles of Incorporation of the Company (as
                                    amended and incorporated by reference to
                                    the corresponding Exhibit number of the
                                    Company's Form 8-K filed on May 25, 1999
                                    with the Securities and Exchange
                                    Commission).

                           ++3.2    Bylaws of the Company.

                           ++4.1    Specimen of Certificate of Common Stock of
                                    the Company.

                           ++4.2    Articles of Incorporation of the Company
                                    (see 3.1 above).

                           ++4.3    Bylaws of the Company (see 3.2 above).

                           ++10.1   Employment Agreement by and between the
                                    Company and Louis P. Neeb dated February 28,
                                    1996.

                           10.2     Indemnity Agreement by and between the
                                    Company and Louis P. Neeb dated as of April
                                    10, 1996 (incorporated by reference to
                                    Exhibit 10.4 of the Company's Form S-1
                                    Registration Statement filed under the
                                    Securities Act of 1933, dated April 24,
                                    1996, with the Securities and Exchange
                                    Commission (Registration Number 333-1678)).

                           10.3     Indemnity Agreement by and between the
                                    Company and Larry N. Forehand dated as of
                                    April 10, 1996 (incorporated by reference to
                                    Exhibit 10.5 of the Company's Form S-1
                                    Registration Statement filed under the
                                    Securities Act of 1933, dated April 24,
                                    1996, with the Securities and Exchange
                                    Commission (Registration Number 333-1678)).

                           10.4     Indemnity Agreement by and between the
                                    Company and John C. Textor dated as of April
                                    10, 1996 (incorporated by reference to
                                    Exhibit 10.6 of the Company's Form S-1
                                    Registration Statement filed under the
                                    Securities Act of 1933, dated April 24,
                                    1996, with the Securities and Exchange
                                    Commission (Registration Number 333-1678)).

                           10.5     Indemnity Agreement by and between the
                                    Company and Michael D. Domec dated as of
                                    April 10, 1996 (incorporated by reference to
                                    Exhibit 10.8 of the Company's Form S-1
                                    Registration Statement filed under the
                                    Securities Act of 1933, dated April 24,
                                    1996, with the Securities and Exchange
                                    Commission (Registration Number 333-1678)).

                           10.6     Indemnity Agreement by and between the
                                    Company and J.J. Fitzsimmons dated as of
                                    April 10, 1996 (incorporated by reference to
                                    Exhibit 10.10 of the Company's Form S-1
                                    Registration Statement filed under the
                                    Securities Act of 1933, dated April 24,
                                    1996, with the Securities and Exchange
                                    Commission (Registration Number 333-1678)).

                           10.7     Indemnity Agreement by and between the
                                    Company and Richard E. Rivera dated as of
                                    April 10, 1996 (incorporated by reference to
                                    Exhibit 10.11 of the Company's Form S-1
                                    Registration Statement filed under the
                                    Securities Act of 1933, dated April 24,
                                    1996, with the Securities and Exchange
                                    Commission (Registration Number 333-1678)).

                           10.8     Corrected Warrant Agreement by and between
                                    the Company and Louis P. Neeb dated as of
                                    February 26, 1996 (incorporated by reference
                                    to Exhibit 10.12 of the Company's Form S-1
                                    Registration Statement filed under the
                                    Securities Act of 1933, dated April 24,
                                    1996, with the Securities and Exchange
                                    Commission (Registration Number 333-1678)).

                           10.9     Corrected Warrant Agreement by and between
                                    the Company and Tex-Mex Partners, L.C. dated
                                    as of February 26, 1996 (incorporated by
                                    reference to Exhibit 10.13 of the Company's
                                    Form S-1 Registration Statement filed under
                                    the Securities Act of 1933, dated April 24,
                                    1996, with the Securities and Exchange
                                    Commission (Registration Number 333-1678)).

                           10.10    Form of the Company's Multi-Unit Development
                                    Agreement (incorporated by reference to
                                    Exhibit 10.14 of the Company's Form S-1
                                    Registration Statement filed under the
                                    Securities Act of 1933, dated April 24,
                                    1996, with the Securities and Exchange
                                    Commission (Registration Number 333-1678)).


                                       17
<PAGE>

                           10.11    Form of the Company's Franchise Agreement
                                    (incorporated by reference to Exhibit 10.15
                                    of the Company's Form S-1 Registration
                                    Statement filed under the Securities Act of
                                    1933, dated April 24, 1996, with the
                                    Securities and Exchange Commission
                                    (Registration Number 333-1678)).

                           +10.12   1996 Long Term Incentive Plan (incorporated
                                    by reference to Exhibit 10.16 of the
                                    Company's Form S-1 Registration Statement
                                    filed under the Securities Act of 1933,
                                    dated April 24, 1996, with the Securities
                                    and Exchange Commission (Registration Number
                                    333-1678)).

                           +10.13   Stock Option Plan for Non-Employee Directors
                                    (incorporated by reference to Exhibit 10.17
                                    of the Company's Form S-1 Registration
                                    Statement filed under the Securities Act of
                                    1933, dated April 24, 1996, with the
                                    Securities and Exchange Commission
                                    (Registration Number 333-1678)).

                           10.14    Corrected Warrant Agreement by and between
                                    Larry N. Forehand and Louis P. Neeb dated as
                                    of February 26, 1996 (incorporated by
                                    reference to Exhibit 10.31 of the Company's
                                    Form S-1 Registration Statement filed under
                                    the Securities Act of 1933, dated April 24,
                                    1996, with the Securities and Exchange
                                    Commission (Registration Number 333-1678)).

                           10.15    Corrected Warrant Agreement by and between
                                    Larry N. Forehand and Tex-Mex Partners, L.C.
                                    dated as of February 26, 1996 (incorporated
                                    by reference to Exhibit 10.32 of the
                                    Company's Form S-1 Registration Statement
                                    filed under the Securities Act of 1933,
                                    dated April 24, 1996, with the Securities
                                    and Exchange Commission (Registration Number
                                    333-1678)).

                           10.16    Corrected Warrant Agreement by and between
                                    Larry N. Forehand and Patrick A. Morris
                                    dated as of February 26, 1996 (incorporated
                                    by reference to Exhibit 10.33 of the
                                    Company's Form S-1 Registration Statement
                                    filed under the Securities Act of 1933,
                                    dated April 24, 1996, with the Securities
                                    and Exchange Commission (Registration Number
                                    333-1678)).

                           10.17    Corrected Warrant Agreement by and between
                                    Larry N. Forehand and Stacy M. Riffe dated
                                    as of February 26, 1996 (incorporated by
                                    reference to Exhibit 10.34 of the Company's
                                    Form S-1 Registration Statement filed under
                                    the Securities Act of 1933, dated April 24,
                                    1996, with the Securities and Exchange
                                    Commission (Registration Number 333-1678)).

                           10.18    Indemnification letter agreement by Larry N.
                                    Forehand dated April 10, 1996 (incorporated
                                    by reference to Exhibit 10.35 of the
                                    Company's Form S-1 Registration Statement
                                    filed under the Securities Act of 1933,
                                    dated April 24, 1996, with the Securities
                                    and Exchange Commission (Registration Number
                                    333-1678)).

                           +10.19   1996 Manager's Stock Option Plan
                                    (incorporated by reference to Exhibit 99.2
                                    of the Company's Form S-8 Registration
                                    Statement Under the Securities Act of 1933,
                                    dated February 24, 1997, filed with the
                                    Securities and Exchange Commission).

                           +10.20   Employment Agreement by and between the
                                    Company and Curt Glowacki dated May 15, 1997
                                    (incorporated by reference to Exhibit 10.44
                                    of the Company's Form 10-K Annual Report
                                    filed on March 30, 1998 with the Securities
                                    and Exchange Commission).

                           +10.21   Employment Agreement by and between the
                                    Company and Andrew J. Dennard dated May 20,
                                    1997 (incorporated by reference to Exhibit
                                    10.45 of the Company's Form 10-K Annual
                                    Report filed on March 30, 1998 with the
                                    Securities and Exchange Commission).

                           *10.22   Fleet Revolving Credit and Term Loan
                                    Agreement between Mexican Restaurants, Inc.,
                                    as the Borrower, and Fleet National Bank, as
                                    the Bank, for $10,000,000 dated June 29,
                                    2001.

                           21.1     List of subsidiaries of the Company
                                    (incorporated by reference to Exhibit 22.1
                                    of the Company's Form S-1 Registration
                                    Statement Under the Securities Act of 1933,
                                    dated April 24,1996, filed by the Company
                                    with the Securities and Exchange
                                    Commission).

                           *23.1    Consent of KPMG LLP.

                           *24.1    Power of Attorney (included on the signature
                                    page to this Form 10-K).

                           *99.1    Certification of Chief Executive Officer
                                    Pursuant to 18 U.S.C. Section 1350, as
                                    adopted pursuant to Section 906 of the
                                    Sarbanes-Oxley Act of 2002.


                                       18
<PAGE>

                           *99.2    Certification of Chief Financial Officer
                                    Pursuant to 18 U.S.C. Section 1350, as
                                    adopted pursuant to Section 906 of the
                                    Sarbanes-Oxley Act of 2002.

----------
                           *        Filed herewith.

                           ++       Incorporated by reference to corresponding
                                    Exhibit number of the Company's Form S-1
                                    Registration Statement under the Securities
                                    Act of 1933, dated April 24, 1996, with the
                                    Securities and Exchange Commission
                                    (Registration number 333-1678).

                           +        Management contract or compensatory plan or
                                    arrangement.

         (b)      Reports on Form 8-K

                  There have been no reports on Form 8-K filed during the last
quarter of the period covered by this report.


                                       19
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on February 27, 2003.


                                    MEXICAN RESTAURANTS, INC.



                                    By: /s/ Louis P. Neeb
                                    ----------------------------------
                                    Louis P. Neeb,
                                    Chairman of the Board of Directors


                                POWER OF ATTORNEY

         KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Louis P. Neeb, Curt Glowacki
and Andrew Dennard, and each of them, such individual's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such individual and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments to this Form 10-K under
the Securities Exchange Act of 1934, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons in the capacities and on
the dates indicated.

<TABLE>
<CAPTION>
     SIGNATURE                                                 TITLE                                   DATE
     ---------                                                 -----                                   ----
<S>                                         <C>                                                    <C>



/s/ Louis P. Neeb                           Chairman of the Board of
---------------------------                 Directors                                              March 5, 2003
Louis P. Neeb



/s/ Larry N. Forehand                       Founder and Vice Chairman of the
---------------------------                 Board of Directors                                     March 5, 2003
Larry N. Forehand



/s/ Curt Glowacki                           President and
---------------------------                 Chief Executive Officer
Curt Glowacki                               (Principal Executive Officer)                          March 5, 2003



/s/ Andrew J. Dennard                       Vice President and
---------------------------                 Chief Financial Officer
Andrew J. Dennard                           (Principal Financial and Accounting Officer)           March 5, 2003



/s/ David Nierenberg                        Director                                               March 5, 2003
---------------------------
David Nierenberg



/s/ Michael D. Domec                        Director                                               March 5, 2003
---------------------------
Michael D. Domec



/s/ J. J. Fitzsimmons                       Director                                               March 5, 2003
---------------------------
J. J. Fitzsimmons



/s/ Thomas E. Martin                        Director                                               March 5, 2003
---------------------------
Thomas E. Martin



/s/ J. Stuart Sargent                       Director                                               March 5, 2003
---------------------------
J. Stuart Sargent
</TABLE>


                                       20
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Curt Glowacki, certify that:

1.       I have reviewed this annual report on Form 10-K of Mexican Restaurants,
Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

4.       The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

         a)       designed such disclosure controls and procedures to ensure
that material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         b)       evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

         c)       presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.       The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the audit
committee of the Registrant's board of directors (or persons performing the
equivalent functions):

         a)       all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
or other employees who have a significant role in the Registrant's internal
controls; and

6.       The Registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


March 5, 2003



                                    ----------------------------
                                    By:  Curt Glowacki,
                                         Chief Executive Officer


                                       21
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Andrew J. Dennard, certify that:

1.       I have reviewed this annual report on Form 10-K of Mexican Restaurants,
Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

4.       The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

         a)       designed such disclosure controls and procedures to ensure
that material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

         b)       evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and

         c)       presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.       The Registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the Registrant's auditors and the audit
committee of the Registrant's board of directors (or persons performing the
equivalent functions):

         a)       all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

         b)       any fraud, whether or not material, that involves management
or other employees who have a significant role in the Registrant's internal
controls; and

6.       The Registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


March 5, 2003



                                    ----------------------------
                                    By:  Andrew J. Dennard,
                                         Chief Financial Officer


                                       22
<PAGE>

                            MEXICAN RESTAURANTS, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
Report of Independent Auditors..................................................................................    F-2

Consolidated Balance Sheets as of December 30, 2001 and December 29, 2002.......................................    F-3

Consolidated Statements of Income for each of the years in the three fiscal-year
  period ended December 29, 2002................................................................................    F-4

Consolidated Statements of Stockholders' Equity for each of the years in
  the three fiscal-year period ended December 29, 2002..........................................................    F-5

Consolidated Statements of Cash Flows for each of the years in the three
  fiscal-year period ended December 29, 2002....................................................................    F-6

Notes to Consolidated Financial Statements......................................................................    F-7
</TABLE>


                                       F-1
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS



The Board of Directors
Mexican Restaurants, Inc.:


         We have audited the accompanying consolidated balance sheets of Mexican
Restaurants, Inc. and subsidiaries (the Company) as of December 30, 2001 and
December 29, 2002, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 29, 2002. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Mexican
Restaurants, Inc. and subsidiaries as of December 30, 2001 and December 29,
2002, and the results of their operations and their cash flows for each of the
years in the three-year period ended December 29, 2002, in conformity with
accounting principles generally accepted in the United States of America.

         As discussed in note 1 to the consolidated financial statements,
effective July 1, 2001, the Company adopted the provisions of Statement of
Financial Accounting Standards (SFAS) No. 142, Goodwill and other Intangible
Assets.


KPMG LLP


Houston, Texas
February 14, 2003


                                       F-2
<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                     DECEMBER 30, 2001 AND DECEMBER 29, 2002

<TABLE>
<CAPTION>
                                                                                                FISCAL YEARS
                                                                                      -------------------------------
                                                                                          2001               2002
                                                                                      ------------       ------------
<S>                                                                                   <C>                <C>
ASSETS

Current assets:
  Cash and cash equivalents                                                           $    311,423       $    526,536
  Royalties receivable                                                                     113,329            142,031
  Other receivables                                                                        554,211            659,901
  Inventory                                                                                654,237            557,555
  Taxes receivable                                                                         333,038            382,882
  Prepaid expenses and other current assets                                                682,058            592,075
                                                                                      ------------       ------------
         Total current assets                                                            2,648,296          2,860,980
                                                                                      ------------       ------------

Property, plant and equipment                                                           25,550,483         27,347,171
  Less accumulated depreciation                                                         (8,749,475)       (10,706,035)
                                                                                      ------------       ------------
         Net property, plant and equipment                                              16,751,008         16,641,136
Deferred tax assets                                                                      1,145,360            454,453
Property held for resale                                                                 1,399,672            963,605
Other assets                                                                             8,122,278          8,062,605
                                                                                      ------------       ------------

                                                                                      $ 30,066,614       $ 28,982,779
                                                                                      ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current installments of long-term debt                                                $  1,000,000       $  1,000,000
Accounts payable                                                                         1,947,973          1,879,171
Accrued sales and liquor taxes                                                             464,495            441,264
Accrued payroll and taxes                                                                1,123,083            999,403
Accrued expenses                                                                         1,266,786          1,277,525
                                                                                      ------------       ------------

         Total current liabilities                                                       5,802,337          5,597,363
                                                                                      ------------       ------------

Long-term debt                                                                           5,572,729          3,400,000
Other liabilities                                                                          580,696            852,214
Deferred gain                                                                            2,393,639          2,185,498

Stockholders' equity:
  Preferred stock, $.01 par value,
    1,000,000 shares authorized, none issued                                                    --                 --
  Capital stock, $0.01 par value, 20,000,000 shares
    authorized, 4,732,705 shares issued                                                     47,327             47,327
  Additional paid-in capital                                                            20,121,076         20,121,076
  Retained earnings                                                                      6,873,797          8,577,725
  Deferred Compensation                                                                   (130,215)           (88,911)
  Treasury stock, cost of 1,219,200 common shares in 2001 and 1,348,100
    common shares in 2002                                                              (11,194,772)       (11,709,513)
                                                                                      ------------       ------------
         Total stockholders' equity                                                     15,717,213         16,947,704
                                                                                      ------------       ------------

                                                                                      $ 30,066,614       $ 28,982,779
                                                                                      ============       ============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       F-3
<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                  FOR THE FISCAL YEARS ENDED DECEMBER 31, 2000,
                     DECEMBER 30, 2001 AND DECEMBER 29, 2002

<TABLE>
<CAPTION>
                                                                                     FISCAL YEARS
                                                                  --------------------------------------------------
                                                                      2000               2001               2002
                                                                  ------------       ------------       ------------
<S>                                                               <C>                <C>                <C>
Revenues:
  Restaurant sales .........................................      $ 61,833,623       $ 61,851,469       $ 58,701,584
  Franchise fees, royalties and other ......................         1,361,909          1,393,157          1,285,631
                                                                  ------------       ------------       ------------
                                                                    63,195,532         63,244,626         59,987,215

Costs and expenses:
  Cost of sales ............................................        17,401,417         17,107,319         16,059,396
  Labor ....................................................        20,768,127         20,327,514         19,345,618
  Restaurant operating expenses ............................        15,028,247         15,685,679         14,571,177
  General and administrative ...............................         5,547,784          5,457,232          5,197,876
  Depreciation and amortization ............................         2,111,839          2,408,121          2,239,806
  Pre-opening costs ........................................           115,331                254             15,837
  Asset impairments and restaurant closure costs ...........                --            971,885                 --
                                                                  ------------       ------------       ------------
                                                                    60,972,745         61,958,004         57,429,710


         Operating income ..................................         2,222,787          1,286,622          2,557,505
                                                                  ------------       ------------       ------------

Other income (expense):
  Interest income ..........................................            18,141             51,182            113,128
  Interest expense .........................................          (865,355)          (692,939)          (370,699)
  Other, net ...............................................           (37,383)           339,338            200,191
                                                                  ------------       ------------       ------------
                                                                      (884,597)          (302,419)           (57,380)
                                                                  ------------       ------------       ------------
Income before income tax expense ...........................         1,338,190            984,203          2,500,125
Income tax expense .........................................           471,000            135,527            796,197
                                                                  ------------       ------------       ------------

         Net income ........................................      $    867,190       $    848,676       $  1,703,928
                                                                  ============       ============       ============

Basic income per share .....................................      $        .24       $        .24       $        .49
                                                                  ============       ============       ============

Diluted income per share ...................................      $        .24       $        .24       $        .48
                                                                  ============       ============       ============

Weighted average number of shares (basic) ..................         3,579,326          3,520,687          3,447,957
                                                                  ============       ============       ============

Weighted average number of shares (diluted) ................         3,580,380          3,527,291          3,520,769
                                                                  ============       ============       ============
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       F-4
<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                           FOR THE FISCAL YEARS ENDED
                      DECEMBER 31, 2000, DECEMBER 30, 2001
                              AND DECEMBER 29, 2002

<TABLE>
<CAPTION>
                                                       ADDITIONAL                                                         TOTAL
                                           CAPITAL       PAID-IN        RETAINED        TREASURY         DEFERRED      STOCKHOLDERS'
                                            STOCK        CAPITAL        EARNINGS          STOCK        COMPENSATION       EQUITY
                                           --------    -----------     ----------     -------------    ------------    -----------
<S>                                        <C>         <C>             <C>            <C>              <C>             <C>
Balances at January 2, 2000                $47,327     $20,537,076     $5,157,931     $ (11,350,000)             --    $14,392,334

  Net income                                     --             --        867,190                --              --        867,190

  Issuance of Restricted Stock                   --       (416,000)            --           622,500        (206,500)            --

  Repurchase of shares                           --             --             --          (405,843)             --       (405,843)

  Amortization of Deferred Compensation          --             --             --                --          34,981         34,981
                                           --------    -----------     ----------     -------------     -----------    -----------

Balances at December 31, 2000              $ 47,327    $20,121,076     $6,025,121     $ (11,133,343)    $  (171,519)   $14,888,662

  Net income                                     --             --        848,676                --              --        848,676

  Repurchase of shares                           --             --             --           (61,429)             --        (61,429)

  Amortization of Deferred Compensation          --             --             --                --          41,304         41,304
                                           --------    -----------     ----------     -------------     -----------    -----------

Balances at December 30, 2001              $ 47,327    $20,121,076     $6,873,797     $ (11,194,772)    $  (130,215)   $15,717,213

  Net income                                     --             --      1,703,928                --              --      1,703,928

  Repurchase of shares                           --             --             --          (514,741)             --       (514,741)

  Amortization of Deferred Compensation          --             --             --                --          41,304         41,304
                                           --------    -----------     ----------     -------------     -----------    -----------

Balances at December 29, 2002              $ 47,327    $20,121,076     $8,577,725     $ (11,709,513)    $   (88,911)   $16,947,704
                                           ========    ===========     ==========     =============     ===========    ===========
</TABLE>


                                       F-5
<PAGE>
                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  FOR THE FISCAL YEARS ENDED DECEMBER 31, 2000,
                    DECEMBER 30, 2001, AND DECEMBER 29, 2002

<TABLE>
<CAPTION>
                                                                                                FISCAL YEARS

                                                                                 2000                2001                 2002
                                                                              -----------         -----------         -----------
<S>                                                                           <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income ...........................................................        $   867,190         $   848,676         $ 1,703,928
Adjustments to reconcile net income to net
       cash provided by operating activities:
    Depreciation and amortization ....................................          2,111,839           2,408,121           2,239,806
    Deferred gain amortization .......................................           (243,518)           (226,437)           (208,141)
    Asset impairments and restaurant closure costs ...................                 --             971,885                  --
    Gain on sale of fixed assets .....................................             19,537            (285,779)            (27,727)
    Deferred compensation expense ....................................             34,981              41,304              41,304
    Deferred income taxes ............................................            223,212              22,301             690,907
Changes in assets and liabilities, net of effects of acquisitions:
    Royalties receivable .............................................            (24,138)            (46,531)            (28,702)
    Other receivables ................................................           (163,135)            (99,455)           (105,690)
    Taxes receivable/payable .........................................           (136,653)            (75,958)            (49,844)
    Inventory ........................................................            (17,434)             64,392              96,682
    Prepaids and other current assets ................................            (30,985)           (222,246)             22,431
    Other assets .....................................................             (5,696)           (224,088)             28,282
    Accounts payable .................................................            531,146          (1,005,676)            (68,802)
    Accrued expenses and other liabilities ...........................            146,331           1,067,900            (136,172)
    Deferred franchise fees and other long-term liabilities ..........            205,404             (38,563)            234,548
                                                                              -----------         -----------         -----------
          Total adjustments ..........................................          2,650,891           2,351,170           2,728,882
                                                                              -----------         -----------         -----------
          Net cash provided by operating activities ..................          3,518,081           3,199,846           4,432,810
                                                                              -----------         -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

Insurance proceeds from fire loss on building ........................                 --                  --             255,844
Purchase of property, plant and equipment ............................         (2,840,040)         (1,844,795)         (2,264,071)
Proceeds from sale of property, plant and equipment ..................            283,521             108,738             478,000
                                                                              -----------         -----------         -----------
Net cash used in investing activities ................................         (2,556,519)         (1,736,057)         (1,530,227)
                                                                              -----------         -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Net borrowings under line of credit agreement ........................           (663,320)         (1,727,271)         (2,172,729)
Purchase of treasury stock ...........................................           (405,843)            (61,429)           (514,741)
                                                                              -----------         -----------         -----------
          Net cash used in financing activities ......................         (1,069,163)         (1,788,700)         (2,687,470)
                                                                              -----------         -----------         -----------
          Increase (decrease) in cash and cash equivalents ...........           (107,601)           (324,911)            215,113

Cash and cash equivalents at beginning of year .......................            743,935             636,334             311,423
                                                                              -----------         -----------         -----------
Cash and cash equivalents at end of year .............................        $   636,334         $   311,423         $   526,536
                                                                              ===========         ===========         ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year:
     Interest ........................................................        $   832,528         $   671,749         $   341,330
     Income taxes ....................................................            388,608             280,154             408,339
Non-cash financing activities:
     Sale of property for notes receivable ...........................                 --             244,109                  --
     Purchase of property for notes receivable .......................                 --             207,800                  --
     Issuance of restricted stock ....................................            206,500                  --                  --
</TABLE>


          See accompanying notes to consolidated financial statements.


                                       F-6
<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           DECEMBER 31, 2000, DECEMBER 30, 2001 AND DECEMBER 29, 2002


(1)   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a)  Description of Business

         On February 16, 1996, Mexican Restaurants, Inc. (formerly Casa Ole
Restaurants, Inc.) was incorporated in the State of Texas, and on April 24,
1996, its initial public offering of 2,000,000 shares of Common Stock became
effective. Mexican Restaurants, Inc. is the holding company for Casa Ole
Franchise Services, Inc. and several subsidiary restaurant operating
corporations (collectively the "Company"). Casa Ole Franchise Services, Inc. was
incorporated in 1977, and derives its revenues from the collection of franchise
fees under a series of protected location franchise agreements and from the sale
of restaurant accessories to the franchisees of those protected location
franchise agreements. The restaurants feature moderately priced Mexican and
Tex-Mex food served in a casual atmosphere. The first Casa Ole restaurant was
opened in 1973.

         On July 2, 1997, the Company purchased 100% of the outstanding stock of
Monterey's Acquisition Corp. ("MAC"). The Company purchased the shares of common
stock for $4.0 million, paid off outstanding debt and accrued interest totaling
$7.1 million and funded various other agreed upon items approximating $500,000.
Approximately $4.8 million of goodwill was recorded as a result of this
purchase. At the time of the acquisition, MAC owned and operated 26 restaurants
in Texas and Oklahoma under the names "Monterey's Tex-Mex Cafe," "Monterey's
Little Mexico" and "Tortuga Coastal Cantina."

         On April 30, 1999, the Company purchased 100% of the outstanding stock
of La Senorita Restaurants, a Mexican restaurant chain operated in the State of
Michigan. The Company purchased the shares of common stock of La Senorita for
$4.0 million. The transaction was funded with the Company's revolving line of
credit with Bank of America. La Senorita operated five company-owned
restaurants, and has three franchise restaurants. One of the franchise
restaurants is owned by a partnership in which the parent company has a 17.5%
limited interest.

         (b)  Principles of Consolidation

         The consolidated financial statements include the accounts of Mexican
Restaurants, Inc. and its wholly owned subsidiaries, after elimination of all
significant inter-company transactions. The Company owns and operates various
Mexican restaurant concepts principally in Texas, Oklahoma and Michigan. The
Company's three Idaho restaurants were closed on December 30, 2001 and the
restaurants are either subleased or leased to third parties. The Company also
franchises the Casa Ole concept principally in Texas and Louisiana and the La
Senorita concept principally in the State of Michigan.

         (c)  Fiscal Year

         The Company maintains its accounting records on a 52/53 week fiscal
year ending on the Sunday nearest December 31. Fiscal years 2000, 2001 and 2002
consisted of 52 weeks.

         (d)  Cash Equivalents

         For purposes of the statements of cash flows, the Company considers all
highly liquid investments with original maturities of three months or less to be
cash equivalents.

         (e)  Inventory

         Inventory, which is comprised of food and beverages, is stated at the
lower of cost or market. Cost is determined using the first-in, first-out
method. Miscellaneous restaurant supplies are included in inventory and valued
on a specific identification basis.

         (f)  Pre-opening Costs

         Pre-opening costs primarily consists of hiring and training employees
associated with the opening of a new restaurant and are expensed upon the
opening of the restaurant.


                                       F-7

<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)


         (g)  Property, Plant and Equipment

         Property, plant and equipment are stated at cost. Depreciation on
equipment and on buildings and improvements is calculated on the straight-line
method over the estimated useful lives of the assets. Leasehold improvements are
amortized straight-line over the shorter of the lease term plus options or
estimated useful life of the assets.

<TABLE>
                  <S>                                              <C>
                  Buildings and improvements....................   20-40 years
                  Vehicles......................................       5 years
                  Equipment.....................................    3-15 years
                  Leasehold improvements........................    3-20 years
</TABLE>

         Significant expenditures that add materially to the utility or useful
lives of property, plant and equipment are capitalized. All other maintenance
and repair costs are charged to current operations. The cost and related
accumulated depreciation of assets replaced, retired or otherwise disposed of
are eliminated from the property accounts and any gain or loss is reflected as
other income and expense. Recoverability of assets to be held and used is
measured by comparing the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount the carrying
value exceeds the fair value of the asset. There were no such impairment costs
in fiscal year 2002. In fiscal year 2001, the Company recorded asset impairment
and restaurant closure costs of $971,885. These costs related to the closure of
three restaurants located in Boise, Idaho and to the impairment of the carrying
value of previously closed restaurants due to their sale or sublease. There was
no such impairment cost in fiscal year 2000.

         Property held for resale is separately aggregated in the consolidated
balance sheet and is recorded at the estimated fair market value of $963,605 and
$1,399,672 for fiscal years 2002 and 2001, respectively. Fiscal year 2002
included a gain on restoration of a fire-damaged restaurant of $46,268, and
fiscal year 2001 also included a gain on sale of a restaurant of $285,779.

         (h)  Goodwill and Other Intangible Assets

         Goodwill represents the excess of costs over fair value of assets of
businesses acquired. The Company adopted the provisions of SFAS No. 142,
Goodwill and Other Intangible Assets, as of January 1, 2002. Goodwill and
intangible assets acquired in a purchase business combination and determined to
have an indefinite useful life are not amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS No. 142.
SFAS No. 142 also requires that intangible assets with estimable useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with SFAS No. 144,
Accounting for Impairment or Disposal of Long-Lived Assets.

         In connection with SFAS No. 142's transitional goodwill impairment
evaluation, the Statement required the Company to perform an assessment of
whether there was an indication that goodwill is impaired as of the date of
adoption. To accomplish this, the Company was required to identify its reporting
units and determine the carrying value of each reporting unit by assigning the
assets and liabilities, including the existing goodwill and intangible assets,
to those reporting units as of January 1, 2002. The Company was required to
determine the fair value of each reporting unit and compare it to the carrying
amount of the reporting unit within six months of January 1, 2002. To the extent
the carrying amount of a reporting unit exceeded the fair value of the reporting
unit, the Company would be required to perform the second step of the
transitional impairment test, as this is an indication that the reporting unit
goodwill may be impaired. Management evaluated goodwill as required by SFAS 142
both upon its adoption and as of December 29, 2002 and has determined that the
fair value exceeded the carrying amount of the reporting unit and no impairment
of goodwill exists.

         Prior to the adoption of SFAS No. 142, goodwill was amortized on a
straight-line basis over the expected periods to be benefited (40 years for MAC
and 15 years for La Senorita) and assessed for recoverability by determining
whether the amortization of the goodwill balance over its remaining life could
be recovered through undiscounted future operating cash flows of the acquired
operation. The amount of goodwill and other intangible asset impairment, if any,
was measured based on projected discounted future operating cash flows using a
discount rate reflecting the Company's average cost of funds.

         At December 29, 2002, other assets included $7.2 million of goodwill
primarily resulting from the MAC and La Senorita acquisitions. The adoption of
SFAS 142 resulted in the elimination of annual amortization expense related to
goodwill in the amount of approximately $329,468. If SFAS had been adopted in
fiscal 2001, adjusted net loss for the fourth quarter would have been ($214,150)
or ($0.06) per share and adjusted net income for the 52-week fiscal year would
have been $1,132,677 or $0.32 per share.


                                       F-8
<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

         (i)  Impairment of Long-Lived Assets

         SFAS No. 144 provides a single accounting model for long-lived assets
to be disposed of. SFAS No. 144 also changes the criteria for classifying an
asset as held for sale; and broadens the scope of businesses to be disposed of
that qualify for reporting as discontinued operations and changes the timing of
recognizing losses on such operations. The Company adopted SFAS No. 144 on
January 1, 2002. The adoption of SFAS No. 144 did not affect the Company's
financial statements.

         In accordance with SFAS No. 144, long-lived assets, such as property,
plant, and equipment, and purchased intangibles subject to amortization, are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to estimated undiscounted future cash flows expected to be generated by
the asset. If the carrying amount of an asset exceeds its estimated future cash
flows, an impairment charge is recognized by the amount by which the carrying
amount of the asset exceeds the fair value of the asset. Assets to be disposed
of would be separately presented in the balance sheet and reported at the lower
of the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposed group classified as held
for sale would be presented separately in the appropriate asset and liability
sections of the balance sheet.

         Goodwill and intangible assets not subject to amortization are tested
annually for impairment, and are tested for impairment more frequently if events
and circumstances indicate that the asset might be impaired. An impairment loss
is recognized to the extent that the carrying amount exceeds the asset's fair
value.

         Prior to the adoption of SFAS No. 144, the Company accounted for
long-lived assets in accordance with SFAS No. 121, Accounting for Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of.

         (j)  Income Taxes

         Income taxes are provided based on the asset and liability method of
accounting pursuant to Statement of Financial Accounting Standards (SFAS) No.
109, Accounting for Income Taxes.

         (k)  Franchise Fees

         Franchise fee revenue from an individual franchise sale is recognized
when all services relating to the sale have been performed and the restaurant
has commenced operation. Initial franchise fees relating to area franchise sales
are recognized ratably in proportion to services that are required to be
performed pursuant to the area franchise or development agreements and
proportionately as the restaurants within the area are opened.

         (l)  Stock Options

         The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," and has accounted for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and
related interpretations. Accordingly, compensation expense is recorded on the
date of the grant only if the current market price of the underlying stock
exceeds the exercise price at the date of grant.

         (m)  Use of Estimates

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

         (n)  Insurance proceeds

         During the second half of fiscal year 2002, the Company received
$105,000 of business interruption insurance proceeds and recorded a partial gain
of $46,268 for insurance proceeds received from fire damage at the Humble, Texas
restaurant location. These amounts were recorded in other income (expense)
during 2002.


                                       F-9

<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

         (o)  Recently Issued Accounting Standards

         In June 2001, FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. SFAS No. 143 requires the Company to record the fair value of an
asset retirement obligation as a liability in the period in which it incurs a
legal obligation associated with the retirement of tangible long-lived assets
that result from the acquisition, construction, development, and/or normal use
of the assets. The Company also records a corresponding asset that is
depreciated over the life of the asset. Subsequent to the initial measurement of
the asset retirement obligation, the obligation will be adjusted at the end of
each period to reflect the passage of time and changes in the estimated future
cash flows underlying the obligation. The Company is required to adopt SFAS No.
143 on January 1, 2003. The adoption of SFAS No. 143 is not expected to have a
material effect on the Company's financial statements.

         In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 amends existing guidance on reporting gains and losses
on the extinguishment of debt to prohibit the classification of the gain or loss
as extraordinary, as the use of such extinguishments have become part of the
risk management strategy of many companies. SFAS No. 145 also amends SFAS No. 13
to require sale-leaseback accounting for certain lease modifications that have
economic effects similar to sale-leaseback transactions. The provisions of the
Statement related to the rescission of Statement No. 4 is applied in fiscal
years beginning after May 15, 2002. Earlier application of these provisions is
encouraged. The provisions of the Statement related to Statement No. 13 were
effective for transactions occurring after May 15, 2002, with early application
encouraged. The adoption of SFAS No. 145 is not expected to have a material
effect on the Company's financial statements.

         In June 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity. The provisions of this Statement are effective for exit or disposal
activities that are initiated after December 31, 2002, with early application
encouraged. The adoption of SFAS No. 146 is not expected to have a material
effect on the Company's financial statements.

         In November 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, and interpretation of FASB Statements No.
5, 57 and 107 and a rescission of FASB Interpretation No. 34. This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. The Interpretation also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The initial recognition and measurement provisions of the
Interpretation are applicable to guarantees issued or modified after December
31, 2002 and are not expected to have a material effect on the Company's
financial statements. The disclosure requirements are effective for financial
statements of interim and annual periods ending after December 31, 2002.

         In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure, an amendment of FASB
Statement No. 123. This Statement amends FASB Statement No. 123, Accounting for
Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of
Statement No. 123 to require prominent disclosures in both annual and interim
financial statements. Certain of the disclosure modifications are required for
fiscal years ending after December 15, 2002 and are included in the notes to
these consolidated financial statements.

(2)   PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment at December 31, 2001 and December 29,
2002 were as follows:

<TABLE>
<CAPTION>
                                                                              FISCAL YEARS
                                                                        2001                 2002
                                                                   ------------        ------------
                  <S>                                              <C>                 <C>
                  Land...........................................  $    129,591        $    129,591
                  Buildings and improvements.....................     1,159,115           1,191,228
                  Vehicles.......................................        54,989              54,989
                  Equipment and smallwares.......................    13,752,123          14,656,386
                  Leasehold improvements.........................    10,404,665          11,314,977
                                                                   ------------        ------------
                            Total................................  $ 25,500,483        $ 27,347,171
                                                                   ============        ============
</TABLE>


                                      F-10

<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(3)   LONG-TERM DEBT

         Long-term debt consists of the following at December 30, 2001 and
December 29, 2002:

<TABLE>
<CAPTION>
                                                                                             FISCAL YEARS
                                                                                      2001                2002
                                                                                   -----------         -----------
               <S>                                                                 <C>                 <C>
               Revolving Line of Credit ...................................          2,072,729             900,000

               Term Note ..................................................          4,500,000           3,500,000
                                                                                   -----------         -----------
                      Long-term debt ......................................          6,572,729           4,400,000
                      Less current installments due in 2003 ...............         (1,000,000)         (1,000,000)
                                                                                   -----------         -----------
                      Long-term debt, excluding current installments ......        $ 5,572,729         $ 3,400,000
                                                                                   ===========         ===========
</TABLE>


         On June 29, 2001, the Company re-financed $7.8 million of its debt with
Fleet National Bank. The new credit facility is for $10.0 million. The credit
facility consists of a $5.0 million term note that requires principal payments
quarterly and matures in five years from the closing date of June 29, 2001 and a
$5.0 million revolving line of credit that matures in three years from the
closing date of June 29, 2001. The interest rate is either the prime rate or
LIBOR plus a stipulated percentage. Accordingly, the Company is impacted by
changes in the prime rate and LIBOR. The Company is subject to a non-use fee of
0.5% on the unused portion of the revolver from the date of the credit
agreement. As of December 29, 2002, the Company had $4.4 million outstanding on
the credit facility and is in full compliance with all debt covenants.

         Maturities on long-term debt are as follows:

<TABLE>
                  <S>                                                <C>
                  2003..........................................       1,000,000
                  2004..........................................       1,900,000
                  2005..........................................       1,000,000
                  2006..........................................         500,000
                  2007..........................................              --
                                                                     -----------
                                                                     $ 4,400,000
                                                                     ===========
</TABLE>

(4)   INCOME TAXES

         The provision for income tax expense (benefit) is summarized as follows
for fiscal years 2000, 2001 and 2002:

<TABLE>
<CAPTION>
                                                                          2000              2001               2002
                                                                       ----------        ----------         ----------
                  <S>                                                  <C>               <C>                <C>
                  Current:
                         Federal ..............................        $  220,388        $  117,925         $   50,630
                         State and local ......................            27,400            (4,699)            54,660
                  Deferred ....................................           223,212            22,301            690,907
                                                                       ----------        ----------         ----------
                                                                       $  471,000        $  135,527         $  796,197
                                                                       ==========        ==========         ==========
</TABLE>

         The actual income tax expense differs from expected income tax expense
calculated by applying the U.S. federal corporate tax rate to income before
income tax expense as follows:

<TABLE>
<CAPTION>
                                                                          2000              2001               2002
                                                                       ----------        ----------         ----------
                  <S>                                                  <C>               <C>                <C>
                  Expected tax expense ........................        $  454,984        $  334,629         $  850,042
                  State tax expense, net ......................            48,180            28,213             74,718
                  Non-deductible amortization .................            83,497            30,609              3,391
                  Tax credits .................................          (129,690)         (215,656)          (133,886)
                  Other .......................................            14,029           (42,268)             1,932
                                                                       ----------        ----------         ----------
                                                                       $  471,000        $  135,527         $  796,197
                                                                       ==========        ==========         ==========
</TABLE>

         The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at December 30, 2001 and
December 29, 2002 are as follows:


                                      F-11
<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

<TABLE>
<CAPTION>
                                                                            DECEMBER 30,        DECEMBER 29,
                                                                                2001                2002
                                                                            ------------        ------------
                  <S>                                                       <C>                 <C>
                  Deferred tax assets:
                     Sale-leaseback ................................        $   835,474         $   807,978
                     Tax credit carryforwards and AMT credit .......            519,780             309,896
                     Asset impairments .............................            327,042             153,660
                     Accrued expenses ..............................           173 ,441              67,617
                     Other .........................................             34,710              11,804
                                                                            -----------         -----------
                                                                            $ 1,890,447         $ 1,350,955
                                                                            -----------         -----------
                  Deferred tax liabilities:
                  Deferred Liabilities (deferred gain) .............                 --             (17,105)
                  Depreciation differences .........................        $  (745,087)        $  (879,397)
                                                                            -----------         -----------
                                                                            $  (745,087)        $  (896,502)
                                                                            -----------         -----------

                  Net deferred taxes ...............................        $ 1,145,360         $   454,453
                                                                            ===========         ===========
</TABLE>

         At December 29, 2002, the Company determined that it was more likely
than not that the deferred tax assets would be realized based on the level of
historical taxable income and projections of future taxable income over the
periods in which the deferred tax assets are deductible. At December 29, 2002,
the Company has tax credit carryforwards of $310,000 which are available to
reduce future Federal regular income taxes, if any, over an indefinite period.

(5)   COMMON STOCK, OPTIONS AND WARRANTS

         (a)  1996 Long Term Incentive Plan

         The Board of Directors and shareholders of the Company have approved
the Mexican Restaurants, Inc. 1996 Long Term Incentive Plan (the "Incentive
Plan"). The Incentive Plan, as amended, authorizes the granting of up to 500,000
shares of Common Stock in the form of incentive stock options and non-qualified
stock options to key executives and other key employees of the Company,
including officers of the Company and its subsidiaries. The purpose of the
Incentive Plan is to attract and retain key employees, to motivate key employees
to achieve long-range goals and to further align the interests of key employees
with those of the other shareholders of the Company. Options granted under the
Incentive Plan will generally vest and become exercisable at the rate of 10% on
the first anniversary of the date of grant, 15% on the second anniversary of the
date of grant, and 25% on each of the third through fifth anniversaries of the
date of grant. All stock options granted pursuant to the 1996 Long Term
Incentive Plan will be nonqualified stock options and will remain exercisable
until the earlier of ten years from the date of grant or no more than 90 days
after the optionee ceases to be an employee of the Company.

         (b)  Stock Option Plan for Non-Employee Directors

         The Company has adopted the Mexican Restaurants, Inc. Stock Option Plan
for Non-Employee Directors (the "Directors Plan") for its outside directors and
has reserved 200,000 shares of Common Stock for issuance thereunder. The
Directors Plan provides that each outside director will automatically be granted
an option to purchase 10,000 shares of Common Stock at the time of becoming a
director. These options will be exercisable in 20% increments and will vest
equally over the five-year period from the date of grant. Such options are
priced at the fair market value at the time an individual is elected as a
director. Until recently, each outside director received options to purchase
1,500 shares of Common Stock quarterly, plus additional options for attendance
at committee meetings, exercisable at the fair market value of the Common Stock
at the close of business on the date immediately preceding the date of grant.
Such annual options will vest at the conclusion of one year, so long as the
individual remains a director of the Company. All stock options granted pursuant
to the Directors Plan will be nonqualified stock options and will remain
exercisable until the earlier of ten years from the date of grant or six months
after the optionee ceases to be a director of the Company.

         As of the third quarter of fiscal year 2002, compensation for each
outside director was changed from quarterly options to cash payments of $2,000
per quarter and $1,000 per board meeting attended. The chairman of the audit
committee receives an additional compensation of $5,000 per quarter.


                                      F-12

<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

         (c)  1996 Manager's Stock Option Plan

         The Company has adopted the 1996 Manager's Stock Option Plan (the
"Manager's Plan") specifically for its store-level managers. The Manager's Plan
authorizes the granting of up to 200,000 shares of Common Stock in the form of
non-qualified stock options to store-level managers of the Company. The purpose
of the Manager's Plan is to attract, retain and motivate restaurant managers to
achieve long-range goals and to further align the interests of those employees
with those of the other shareholders of the Company. Options granted under the
Manager's Plan will generally vest and become exercisable at the rate of 10% on
the first anniversary of the date of grant, 15% on the second anniversary of the
date of grant, and 25% on each of the third through fifth anniversaries of the
date of grant. All stock options granted pursuant to the 1996 Manager's Stock
Option Plan will be nonqualified stock options and will remain exercisable until
the earlier of ten years from the date of grant or no more than 90 days after
the optionee ceases to be an employee of the Company.

         (d)  Warrants

         In conjunction with the initial public offering, the Company entered
into warrant agreements with Louis P. Neeb and Tex-Mex, a limited liability
company in which a member of the Board of Directors prior to February 14, 2000
is a principal, pursuant to which Mr. Neeb and Tex-Mex acquired warrants to
purchase shares of Common Stock at the initial public offering ($11.00 per
share) price less the amount paid for the warrant ($.10 per share) for an
aggregate amount of Common Stock equal to ten percent (10%) of the shares of
Common Stock of the Company outstanding upon consummation of the initial public
offering, such shares to be allocated 5%, or 179,885 shares, to Mr. Neeb and 5%,
or 179,885 shares, to Tex-Mex. The Company's warrants to Mr. Neeb became
exercisable on the second anniversary of the initial public offering, and the
Company's warrants to Tex-Mex became exercisable on the first anniversary of the
initial public offering.

         In late fiscal 1998 the Company exchanged a note valued in the amount
of $148,534 (principal and accrued interest) for 98,301 warrants to purchase
Common Stock previously held by a former officer of the Company. The warrants,
which were granted by Larry N. Forehand with an exercise price of $10.90 per
share, became exercisable in April 1998. Upon an exercise by Mr. Neeb or Tex-Mex
of the warrants granted to them by the Company, the Company plans to exercise
these newly acquired warrants simultaneously and use the warrant shares acquired
from Mr. Forehand to satisfy a portion of its obligations under its warrant
agreements with Mr. Neeb and Tex-Mex.

         (e)  Stock Transactions

         During 1999 and 2000 the Company authorized the granting of 64,000
shares of restricted stock to key executives. The awards were valued at an
average of $3.50 per share and will vest in 20% increments over a five year
period from the date of the grant. Compensation expense of $41,304 was
recognized in both fiscal years 2001 and 2002, respectively.

         During fiscal year 2002, the Company repurchased 119,500 shares of
common stock for $485,601, and also purchased 12,425 vested options for $13,838
and 9,400 common shares for $29,140 from former employees and a former director
of the Company. During fiscal year 2001, the Company repurchased 18,800 shares
from two former employees for $61,429. During fiscal year 2000, the Company
repurchased 120,000 shares of common stock for $375,000 in a private
transaction, and repurchased 9,400 shares from a former executive and current
franchise holder for $30,843.

         (f)  Option and Warrant Summary

<TABLE>
<CAPTION>
                                                                                             Weighted Average
                                                                              Shares          Exercise Price
                                                                            ----------       ----------------
                  <S>                                                       <C>              <C>
                  Balance at January 2, 2000 .......................           906,095           $  8.71
                      Granted ......................................            82,800           $  3.23
                      Exercised ....................................                --                --
                      Canceled .....................................           (84,950)          $  7.96
                                                                            ----------           -------
                                                                               903,945           $  8.29
                  Balance at December 30, 2001
                      Granted ......................................           252,025           $  2.79
                      Exercised ....................................                --                --
                      Canceled .....................................          (115,000)          $  5.97
                                                                            ----------           -------
                                                                             1,040,970           $  7.06
                  Balance at December 29, 2002
                      Granted ......................................            76,800           $  3.46
                      Exercised ....................................                --                --
                      Canceled .....................................           (77,300)          $  5.61
                                                                            ----------           -------
                                                                             1,040,470           $  6.90
</TABLE>

         The options (680,700) and warrants (359,770) outstanding at December
29, 2002 had exercise prices ranging between $2.50 to $11.00, of which 167,000
of the options had exercise prices ranging from $8.63 to $11.00, and 359,770 of
the warrants had a exercise price of $10.90. As of December 29, 2002, 681,600
options and warrants were exercisable at an average price of $8.77.


                                      F-13

<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

         (g)  SFAS No. 123.  "Accounting for Stock-Based Compensation"

         The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," and has accounted for stock-based
compensation using the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and
related interpretations. Accordingly, no compensation cost has been recognized
for stock options or warrants. Had compensation cost for the Company's
outstanding stock options and warrants been determined based on the fair value
at the grant date for awards consistent with the provisions of SFAS No. 123, the
Company's net income and net income per share would have been reduced to the pro
forma amounts indicated below for fiscal years 1999, 2000 and 2001:

<TABLE>
<CAPTION>
                                                                                  2000           2001          2002
                                                                               ----------     ----------     ----------
         <S>                                                                   <C>            <C>            <C>
         Net income - as reported ........................................     $  867,190     $  848,676     $1,703,928
         Proforma net income - pro forma for SFAS No. 123 ................        756,549        805,333      1,696,458
         Net income per share - as reported ..............................           0.24           0.24           0.49
         Pro forma net income per share - pro forma for SFAS No. 123 .....           0.21           0.23           0.49
</TABLE>

         The weighted average fair value of the options and warrants granted
during 2000, 2001 and 2002 is estimated at $2.29, $1.40 and $1.41 per share,
respectively, on the date of grant using the Black-Scholes option-pricing model
with the following assumptions: volatility of 85% for 2000, 54% for 2001 and 40%
for 2002, risk-free interest rate of 6.2% for 2000, 4.6% for 2001 and 3.8% for
2002, an expected life of 5 years for options and 4 years for warrants and 0%
dividend yield.

         (h) Income Per Share

         Basic income per share is based on the weighted average shares
outstanding without any dilutive effects considered. Diluted income per share
reflects dilution from all contingently issuable shares, including options and
warrants. For fiscal years 2000, 2001 and 2002, the effect of dilutive stock
options increase the weighted average shares outstanding by approximately 1,054,
6,607 and 72,855 shares respectively. For fiscal years 2000 and 2001, the effect
of dilutive stock options did not affect the determination of diluted income per
share. For fiscal year 2002, such stock options and warrants did affect the
determination of diluted income approximately $0.01 per share. Approximately
899,000, 835,570 and 659,470 options and warrants were considered antidilutive
for fiscal years 2000, 2001 and 2002 respectively.

(6)   LEASES

         The Company leases restaurant operating space and equipment under
non-cancelable operating leases which expire at various dates through April 30,
2019.

         The restaurant operating space base agreements typically provide for a
minimum lease rent plus common area maintenance, insurance, and real estate
taxes, plus additional percentage rent based upon revenues of the restaurant
(generally 2% to 7%) and may be renewed for periods ranging from five to
twenty-five years.

         On June 25, 1998, the Company completed a sale-leaseback transaction
involving the sale and leaseback of land, building and improvements of 13
company-owned restaurants. The properties were sold for $11.5 million and
resulted in a gain of approximately $3.5 million that was deferred and is
amortized over the terms of the leases, which are 15 years each. The leases are
classified as operating leases in accordance with SFAS No. 13 "Accounting for
Leases". The 13 leases have a total future minimum lease obligation of
approximately $12,671,306 and are included in the future minimum lease payment
schedule below.

         Future minimum lease payments (which includes the three closed
restaurants scheduled below) under non-cancelable operating leases with initial
or remaining lease terms in excess of one year as of December 29, 2002 are
approximately:

<TABLE>
         <S>                              <C>
         2003 ....................          4,054,681
         2004 ....................          3,818,946
         2005 ....................          3,394,086
         2006 ....................          3,364,647
         2007 ....................          3,189,485
         Thereafter ..............         19,841,174
                                          -----------
                                          $37,663,019
                                          ===========
</TABLE>


                                      F-14

<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

         The three Idaho restaurants (which are included in the table above)
have been subleased to third party restaurant operators for five year terms. Two
of the subtenants have two five year options to extend their leases, and one of
the subtenants has one five year option to extend its lease. Future minimum
lease receipts under non-cancelable operating leases with initial or remaining
lease terms in excess of one year as of December 29, 2002 are approximately:

<TABLE>
         <S>                              <C>
         2003 ....................            249,500
         2004 ....................            267,500
         2005 ....................            285,500
         2006 ....................            303,500
         2007 ....................            233,500
         Thereafter ..............            145,221
                                          -----------
                                          $ 1,484,721
                                          ===========
</TABLE>

         Rent expense for restaurant operating space and equipment amounted to
approximately $4,385,000, $4,848,538 and $4,424,641 for the fiscal years 2000,
2001 and 2002, respectively.

(7)   401(K) PLAN

         Beginning in fiscal year 1998, the Company established a defined
contribution 401(k) plan that covers substantially all full-time employees
meeting certain age and service requirements. Participating employees may elect
to defer a percentage of their qualifying compensation as voluntary employee
contributions. The Company may contribute additional amounts at the discretion
of management. The Company did not make any contributions to the plan in fiscal
year 2002 and contributed $14,559 in fiscal year 2001.

(8)   RELATED PARTY TRANSACTIONS

         The Company leases its executive offices from a company owned by two
shareholders of Mexican Restaurants, Inc. Net lease expense related to these
facilities in fiscal 2000, 2001 and 2002 was $89,592, $94,416 and $122,584,
respectively.

         In May 1998 the Board of Directors of the Company adopted a program to
assist executives and five key employees of the Company in their purchasing of
shares of the Company. As of December 29, 2002, only two executives and one key
employee remained in the program. As adopted, the program provided for the
Company to assist the executives and key employees in obtaining third party
loans to finance such purchases. As of February 1, 2003, the maturity date of
the employee third party loans, the Company no longer guarantees employee third
party loans. The Company does provide for annual cash bonuses to such executives
to provide for payment of interest expense and principal amounts to amortize
these loans in not more than five years. The bonus payments are based on
attainment of earnings per share targets established by the Company's Board of
Directors.

         The Company provides accounting and administrative services for the
Casa Ole Media and Production Funds. The Casa Ole Media and Production Funds are
not-for-profit, unconsolidated entities used to collect money from company-owned
and franchise-owned restaurants to pay for the marketing of Casa Ole
restaurants. Each restaurant contributes an agreed upon percentage of its
sales to the funds.


                                      F-15
<PAGE>

                   MEXICAN RESTAURANTS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(9)   CONTINGENCIES

         The Company has litigation, claims and assessments that arise in the
normal course of business. Management believes that the Company's financial
position or results of operations will not be materially affected by such
matters.

(10)  SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

         The unaudited quarterly results for the fiscal year ended December 29,
2002 were as follows (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                FISCAL YEAR 2001 QUARTER ENDED
                                                          DECEMBER 30     SEPTEMBER 30      JULY 1         APRIL 1
                                                          -----------     ------------      -------        -------
         <S>                                              <C>             <C>               <C>            <C>
         Revenues ....................................      $ 15,053         $16,528        $15,885        $15,778
         Operating income (loss) .....................      $   (643)        $   608        $   559        $   763
         Net income (loss) ...........................      $   (285)        $   367        $   382        $   385
         Earnings (loss) per common share ............      $  (0.08)        $  0.10        $  0.11        $  0.11
         Earnings (loss) per common share-diluted ....      $  (0.08)        $  0.10        $  0.11        $  0.11
</TABLE>


<TABLE>
<CAPTION>
                                                                FISCAL YEAR 2002 QUARTER ENDED
                                                          DECEMBER 29     SEPTEMBER 29      JULY 1         MARCH 31
                                                          -----------     ------------      -------        --------
         <S>                                              <C>             <C>              <C>            <C>
         Revenues ..................................        $ 13,993         $15,117        $15,571        $15,306
         Operating income ..........................        $    226         $   616        $   885        $   831
         Net income ................................        $    154         $   458        $   594        $   498
         Earnings per common share .................        $   0.05         $  0.13        $  0.17        $  0.14
         Earnings per common share-diluted .........        $   0.04         $  0.13        $  0.17        $  0.14
</TABLE>


                                      F-16

<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<S>            <C>

   3.1         Articles of Incorporation of the Company (as amended and incorporated by reference to the
               corresponding Exhibit number of the Company's Form 8-K filed on May 25, 1999 with the Securities
               and Exchange Commission).

 --3.1         Articles of Incorporation of the Company (as amended).

 ++3.2         Bylaws of the Company.

 ++4.1         Specimen of Certificate of Common Stock of the Company.

 ++4.2         Articles of Incorporation of the Company (see 3.1 above).

 ++4.3         Bylaws of the Company (see 3.2 above).

++10.1         Employment Agreement by and between the Company and Louis P. Neeb dated February 28, 1996.

  10.2         Indemnity Agreement by and between the Company and Louis P. Neeb dated as of April 10, 1996
               (incorporated by reference to Exhibit 10.4 of the Company's Form S-1 Registration Statement
               filed under the Securities Act of 1933, dated April 24, 1996, with the Securities and Exchange
               Commission (Registration Number 333-1678)).

  10.3         Indemnity Agreement by and between the Company and Larry N. Forehand dated as of April 10, 1996
               (incorporated by reference to Exhibit 10.5 of the Company's Form S-1 Registration Statement
               filed under the Securities Act of 1933, dated April 24, 1996, with the Securities and Exchange
               Commission (Registration Number 333-1678)).

  10.4         Indemnity Agreement by and between the Company and John C. Textor dated as of April 10, 1996
               (incorporated by reference to Exhibit 10.6 of the Company's Form S-1 Registration Statement
               filed under the Securities Act of 1933, dated April 24, 1996, with the Securities and Exchange
               Commission (Registration Number 333-1678)).

  10.5         Indemnity Agreement by and between the Company and Michael D. Domec dated as of April 10, 1996
               (incorporated by reference to Exhibit 10.8 of the Company's Form S-1 Registration Statement
               filed under the Securities Act of 1933, dated April 24, 1996, with the Securities and Exchange
               Commission (Registration Number 333-1678)).

  10.6         Indemnity Agreement by and between the Company and J.J. Fitzsimmons dated as of April 10, 1996
               (incorporated by reference to Exhibit 10.10 of the Company's Form S-1 Registration Statement
               filed under the Securities Act of 1933, dated April 24, 1996, with the Securities and Exchange
               Commission (Registration Number 333-1678)).

  10.7         Indemnity Agreement by and between the Company and Richard E. Rivera dated as of April 10, 1996
               (incorporated by reference to Exhibit 10.11 of the Company's Form S-1 Registration Statement
               filed under the Securities Act of 1933, dated April 24, 1996, with the Securities and Exchange
               Commission (Registration Number 333-1678)).

  10.8         Corrected Warrant Agreement by and between the Company and Louis P. Neeb dated as of February
               26, 1996 (incorporated by reference to Exhibit 10.12 of the Company's Form S-1 Registration
               Statement filed under the Securities Act of 1933, dated April 24, 1996, with the Securities and
               Exchange Commission (Registration Number 333-1678)).

  10.9         Corrected Warrant Agreement by and between the Company and Tex-Mex Partners, L.C. dated as of
               February 26, 1996 (incorporated by reference to Exhibit 10.13 of the Company's Form S-1
               Registration Statement filed under the Securities Act of 1933, dated April 24, 1996, with the
               Securities and Exchange Commission (Registration Number 333-1678)).

 10.10         Form of the Company's Multi-Unit Development Agreement (incorporated by reference to Exhibit
               10.14 of the Company's Form S-1 Registration Statement filed under the Securities Act of 1933,
               dated April 24, 1996, with the Securities and Exchange Commission (Registration Number
               333-1678)).
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  10.11        Form of the Company's Franchise Agreement (incorporated by reference to Exhibit 10.15 of the
               Company's Form S-1 Registration Statement filed under the Securities Act of 1933, dated April
               24, 1996, with the Securities and Exchange Commission (Registration Number 333-1678)).

 +10.12        1996 Long Term Incentive Plan (incorporated by reference to Exhibit 10.16 of the Company's Form
               S-1 Registration Statement filed under the Securities Act of 1933, dated April 24, 1996, with
               the Securities and Exchange Commission (Registration Number 333-1678)).

 +10.13        Stock Option Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.17 of the
               Company's Form S-1 Registration Statement filed under the Securities Act of 1933, dated April
               24, 1996, with the Securities and Exchange Commission (Registration Number 333-1678)).

  10.14        Corrected Warrant Agreement by and between Larry N. Forehand and Louis P. Neeb dated as of
               February 26, 1996 (incorporated by reference to Exhibit 10.31 of the Company's Form S-1
               Registration Statement filed under the Securities Act of 1933, dated April 24, 1996, with the
               Securities and Exchange Commission (Registration Number 333-1678)).

  10.15        Corrected Warrant Agreement by and between Larry N. Forehand and Tex-Mex Partners, L.C. dated
               as of February 26, 1996 (incorporated by reference to Exhibit 10.32 of the Company's Form S-1
               Registration Statement filed under the Securities Act of 1933, dated April 24, 1996, with the
               Securities and Exchange Commission (Registration Number 333-1678)).

  10.16        Corrected Warrant Agreement by and between Larry N. Forehand and Patrick A. Morris dated as of
               February 26, 1996 (incorporated by reference to Exhibit 10.33 of the Company's Form S-1
               Registration Statement filed under the Securities Act of 1933, dated April 24, 1996, with the
               Securities and Exchange Commission (Registration Number 333-1678)).

  10.17        Corrected Warrant Agreement by and between Larry N. Forehand and Stacy M. Riffe dated as of
               February 26, 1996 (incorporated by reference to Exhibit 10.34 of the Company's Form S-1
               Registration Statement filed under the Securities Act of 1933, dated April 24, 1996, with the
               Securities and Exchange Commission (Registration Number 333-1678)).

  10.18        Indemnification letter agreement by Larry N. Forehand dated April 10, 1996 (incorporated by
               reference to Exhibit 10.35 of the Company's Form S-1 Registration Statement filed under the
               Securities Act of 1933, dated April 24, 1996, with the Securities and Exchange Commission
               (Registration Number 333-1678)).

 +10.19        1996 Manager's Stock Option Plan (incorporated by reference to Exhibit 99.2 of the Company's
               Form S-8 Registration Statement Under the Securities Act of 1933, dated February 24, 1997,
               filed with the Securities and Exchange Commission).

 +10.20        Employment Agreement by and between the Company and Curt Glowacki dated May 15, 1997
               (incorporated by reference to Exhibit 10.44 of the Company's Form 10-K Annual Report filed
               on March 30, 1998 with the Securities and Exchange Commission).

 +10.21        Employment Agreement by and between the Company and Andrew J. Dennard dated May 20,
               1997 (incorporated by reference to Exhibit 10.45 of the Company's Form 10-K Annual Report
               filed on March 30, 1998 with the Securities and Exchange Commission).

 *10.22        Fleet Revolving Credit and Term Loan Agreement between Mexican Restaurants, Inc., as the
               Borrower, and Fleet National Bank, as the Bank, for $10,000,000 dated June 29, 2001.

   21.1        List of subsidiaries of the Company (incorporated by reference to Exhibit 22.1 of the Company's
               Form S-1 Registration Statement Under the Securities Act of 1933, dated April 24,1996, filed by
               the Company with the Securities and Exchange Commission).

  *23.1        Consent of KPMG LLP.

  *24.1        Power of Attorney (included on the signature page to this Form 10-K).

  *99.1        Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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<S>            <C>
  *99.2        Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

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*    Filed herewith.
++   Incorporated by reference to corresponding Exhibit number of the Company's
     Form S-1 Registration Statement under the Securities Act of 1933, dated
     April 24, 1996, with the Securities and Exchange Commission (Registration
     number 333-1678).
+    Management contract or compensatory plan or arrangement.