(Leasehold Loan - Revolving)

$1,000,000.00

Denver, Colorado

August 7, 2006

1. FOR VALUE RECEIVED, the undersigned GOOD TIMES DRIVE THRU, INC., a Colorado corporation ("GT Drive Thru") and GOOD TIMES RESTAURANTS INC., a Nevada corporation (collectively, "Maker"), hereby jointly, severally and unconditionally promise to pay to the order of PFGI II, LLC, a Colorado limited liability company or order ("Holder"), the principal sum of One Million Dollars ($1,000,000), or so much of that sum as may be advanced under this Promissory Note, together with interest accruing at the rate of the Prime Rate, as hereinafter defined, plus two percent (2%) per annum on the unpaid principal balance as set forth below. Such principal and interest shall be payable pursuant to paragraph 2 below at 3620 W. 10th St., Unit B-411, Greeley, CO  80634, or at such other place as Holder shall designate in writing. "Prime Rate" means the base rate reported in the Money Rates column or section of The Wall Street Journal for corporate loans at large U.S. commercial banks. Any change in the Prime Rate shall take effect on the date specified in the public announcement of such change. This Promissory Note evidences a revolving line of credit loan (the "Loan") from Maker to Holder and is subject to the terms and conditions of that certain Loan Agreement of even date herewith between Maker and Holder ("Loan Agreement"). Each capitalized term used but not defined herein shall have the same meaning given to such term in the Loan Agreement.

2. Payment and Maturity. Monthly payments of accrued interest only shall be paid by Maker commencing on July 10, 2006 and continuing thereafter on the first day of each succeeding calendar month in equal payments, as adjusted with adjustments to the Prime Rate. This Promissory Note shall mature on July 10, 2008 ("Maturity Date"), at which time all unpaid principal and accrued interest thereon shall be due and payable in full.
    

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