PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints DAVID L. OSBORN or D. MARION WOOD, each with the power to appoint his or her substitute and hereby authorizes them to represent and to vote, as designated below, all shares of common stock of HUDSON'S GRILL OF AMERICA, INC., held on record by the undersigned on April 25, 1996, at the annual meeting to be held May 28, 1996.* 1. ELECTION OF DIRECTORS FOR ALL NOMINEES LISTED BELOW (EXCEPT AS MARKED TO THE CONTRARY BELOW. WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED. D.L. Osborn, D.M. Wood, and T.A. Sacco. (Instructions: To withhold authority to vote for any individual nominees, line out that nominee's name). 2. RATIFICATION OF SELECTION OF HEIN + ASSOCIATES, LLP FOR AGAINST ABSTAIN 3. AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED COMMON STOCK TO 100,000,000 SHARES, NO PAR VALUE FOR AGAINST ABSTAIN In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. This proxy, when properly executed, will be voted in the manner directed by the undersigned stockholder. If no direction is made, this proxy will be voted for Proposals 1, 2 and 3. Date: Signature Signature * Cumulative voting is permitted. See the proxy statement for details.