PROXY
    
               THIS PROXY IS SOLICITED ON BEHALF OF THE
                          BOARD OF DIRECTORS
    
    The undersigned hereby appoints DAVID L. OSBORN or THOMAS
    SACCO, 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 18, 1997, at the annual meeting to be held May 27,
    1997.*
    
    1.   ELECTION OF DIRECTORS
    
                        FOR ALL NOMINEES PRINTED BELOW (except
                        as marked to the contrary below).
    
                        FOR THE FOLLOWING DIRECTORS (name up to
                        three):
    
                        WITHHOLD AUTHORITY TO VOTE FOR ALL
                        NOMINEES LISTED.
    
              D.L. Osborn 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
         GRANT AUTHORITY TO ISSUE UP TO 5,000,000 SHARES OF
         PREFERRED STOCK
    
                    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 the Nominees
    and for Proposals 2 and 3.
    
    Date:                                                               
                                                                 
                                                                
                                                      
                                       Signature
                                                                     
                               
                                       Signature
    

* Cumulative voting is permitted.  See the proxy statement for
details.