PROMISSORY NOTE
$185,000.00
Denver, Colorado
April 20, 2009
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 Golden Bridge LLC, a Colorado
limited liability company, or order (" Holder "), the
principal sum of One Hundred and Eighty Five Thousand Dollars
($185,000.00) together with interest accruing at the rate of 10%
per annum on the unpaid principal balance as set forth below.
Such principal and interest shall be payable pursuant to paragraph
2 below at 6975 S. Polo Ridge Drive, Littleton, Colorado 80128, or
at such other place as Holder shall designate in writing.
This Promissory Note evidences a loan (the "
Loan ") from Holder to Maker and is subject to the terms and
conditions of that certain Loan Agreement between Maker and Holder
dated April 20, 2009, the " 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 May 1, 2009 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, 2010 ("
Maturity Date "), at which time all unpaid principal and
accrued interest thereon shall be due and payable in full.
3.
Prepayment . Maker may prepay this Promissory Note at
any time without penalty or prior consent of Holder.
4.
Security . This Promissory Note and the indebtedness
evidenced hereby are subject to the terms of an Intercreditor
Agreement of even date herewith between Maker, Holder and PFG1 II,
LLC, a Colorado limited liability company, and the deeds of trust
and security agreements described in such Intercreditor
Agreement.
5.
Application of Payments . Subject to the provisions of
section 8 below, all sums paid hereunder shall be applied first to
the payment of accrued and unpaid interest; and the remai
