IMPERIAL BANK

Member FDIC

                                                  PROMISSORY NOTE
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<S>            <C>          <C>         <C>      <C>   <C>         <C>      <C>      <C>
  Principal     Loan Date    Maturity   Loan No  Call  Collateral  Account  Officer  Initials
$5,000,000.00  07-13-2000   12-31-2000                    000                 365

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability of this document to any particular loan or Item.

Borrower: MAIN STREET AND MAIN INCORPORATED    Lender:   Imperial Bank
          5050 N. 40TH ST. #200                          Arizona Regional Office
          PHOENIX, AZ 85018                              c/o 9920 S. La Clenega Blvd., Suite #628
                                                         Inglewood, CA 90301
</TABLE>

Principal Amount: $5,000,000.00                      Date of Note: July 13, 2000

PROMISE TO PAY. MAIN STREET AND MAIN INCORPORATED  ("Borrower")  promises to pay
to Imperial Bank  ("Lender"),  or order, in lawful money of the United States of
America, the principal amount of Five Million & 00/100 Dollars  ($5,000,000.00),
together with interest on the unpaid principal balance from July 13, 2000, until
paid in full.

PAYMENT.  Subject to any payment  changes  resulting  from changes in the Index,
Borrower will pay this loan in accordance with the following payment schedule:

     5 consecutive  monthly interest  payments,  beginning August 13, 2000, with
     interest calculated on the unpaid principal balances at an interest rate of
     0.250 percentage points over the Index described below; 1 principal payment
     of  $2,000,000.00  on September 30, 2000,  with interest  calculated on the
     unpaid principal  balances at an interest rate of 0.250  percentage  points
     over the Index described  below; 1 principal  payment of  $3,000,000.00  on
     December  31,  2000,  with  interest  calculated  on the  unpaid  principal
     balances  at an  interest  rate of 0.250  percentage  points over the Index
     described below; and 1 interest payment on December 31, 2000, with interest
     calculated  on the unpaid  principal  balances at an interest rate of 0.250
     percentage  points over the Index  described  below.  This estimated  final
     payment is based on the  assumption  that all payments will be made exactly
     as scheduled  and that the Index does not change;  the actual final payment
     will be for all principal and accrued interest not yet paid,  together with
     any other unpaid amounts under this Note.

The annual interest rate for this Note is computed on a 365/360 basis;  that is,
by  applying  the  ratio of the  annual  interest  rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number
of days the  principal  balance  is  outstanding.  Borrower  will pay  Lender at
Lender's  address  shown above or at such other place as Lender may designate in
writing. Unless otherwise agreed or required by applicable law, payments will be
applied first to any unpaid  collection costs and any late charges,  then to any
unpaid interest, and any remaining amount to principal.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the Imperial  Bank Prime Rate
(the "Index").  The Prime Rate is the rate announced by Lender as its Prime Rate
of interest from time to time.  Lender will tell Borrower the current Index rate
upon Borrower's request.  Borrower  understands that Lender may make loans based
on other rates as well.  The interest rate change will not occur more often than
each day.  The Index  currently  is  9.500%.  The  Interest  rate or rates to be
applied to the unpaid  principal  balance of this Note will be the rate or rates
set forth above in the "Payment"  section.  NOTICE:  Under no circumstances will
the  interest  rate on this  Note be more  than  the  maximum  rate  allowed  by
applicable law.  Whenever  increases occur in the interest rate,  Lender, at its
option, may do one or more of the following: (a) increase Borrower's payments to
ensure  Borrower's  loan will pay off by its original  final  maturity date, (b)
increase Borrower's payments to cover accruing interest, (c) increase the number
of Borrower's payments,  and (d) continue Borrower's payments at the same amount
and increase Borrower's final payment.

PREPAYMENT;  MINIMUM  INTEREST  CHARGE.  Borrower  agrees that all loan fees and
other  prepaid  finance  charges are earned fully as of the date of the loan and
will not be subject to refund  upon early  payment  (whether  voluntary  or as a
result of default), except as otherwise required by law. In any event, even upon
full prepayment of this Note, Borrower  understands that Lender is entitled to a
minimum interest charge of $250.00.  Other than Borrower's obligation to pay any
minimum  interest  charge,  Borrower may pay without penalty all or a portion of
the amount owed earlier than it is due. Early  payments will not,  unless agreed
to by Lender in writing,  relieve Borrower of Borrower's  obligation to continue
to make  payments  under the  payment  schedule.  Rather,  they will  reduce the
principal balance due and may result in Borrower making fewer payments.

LATE  CHARGE.  If a payment  is 10 days or more late,  Borrower  will be charged
5.000% of the unpaid portion of the regularly scheduled payment.

DEFAULT.  Borrower  will be in  default  if any of the  following  happens:  (a)
Borrower  fails to make any payment when due. (b)  Borrower  breaks any  promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement  related to this Note, or in any other  agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower  or on  Borrower's  behalf is false or  misleading  in any  material
respect  either  now or at the time  made or  furnished.  (d)  Borrower  becomes
insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against  Borrower under any bankruptcy or insolvency laws.
(e) Any creditor tries to take any of Borrower's  property on or in which Lender
has a  lien  or  security  interest.  This  includes  a  garnishment  of  any of
Borrower's  accounts  with Lender.  (f) Any  guarantor  dies or any of the other
events described in this default section occurs with respect to any guarantor of
this  Note.  (g) A  material  adverse  change  occurs  in  Borrower's  financial
condition,  or Lender  believes  the prospect of payment or  performance  of the
Indebtedness is impaired. (h) Lender in good faith deems itself insecure.

If any default,  other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same  provision  of this Note  within
the preceding twelve (12) months,  it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default:  (a) cures the default within ten (10) days; or (b) if the
cure requires more than ten (10) days,  immediately initiates steps which Lender
deems in  Lender's  sole  discretion  to be  sufficient  to cure the default and
thereafter continues and completes all reasonable and necessary steps sufficient
to produce compliance as soon as reasonably practical.

LENDER'S  RIGHTS.  Upon default,  Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest  immediately  due,  without
notice,  and then Borrower will pay that amount.  Upon Borrower's failure to pay
all amounts declared due pursuant to this section, including failure to pay upon
final maturity,  Lender, at its option,  may also, if permitted under applicable
law, do one or both of the following: (a) increase the variable interest rate on
this Note by 5.000 percentage points, and (b) add any unpaid accrued interest to
principal  and such sum will  bear  interest  therefrom  until  paid at the rate
provided in this Note  (including  any increased  rate).  Lender may hire or pay
someone else to help collect this Note if Borrower  does not pay.  Borrower also
will pay  Lender  that  amount.  This  includes,  subject  to any  limits  under
applicable law, Lender's  attorneys' fees and Lender's legal expenses whether or
not  there is a  lawsuit,  including  attorneys'  fees and  legal  expenses  for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction),  appeals, and any anticipated post-judgment collection services.
Borrower  also will pay any court costs,  in addition to all other sums provided
by law.  This Note has been  delivered  to Lender and  accepted by Lender in the
State of  California.  If there is a  lawsuit,  Borrower  agrees  upon  Lender's
request to submit to the  jurisdiction of the courts of Los Angeles County,  the
State of  California.  Lender and  Borrower  hereby  waive the right to any jury
trial in any action,  proceeding,  or  counterclaim  brought by either Lender or
Borrower  against the other.  (Initial Here ___ ) This Note shall be governed by
and construed in accordance with the laws of the State of California.

DISHONORED  ITEM FEE.  Borrower  will pay a fee to Lender of $25.00 if  Borrower
makes a payment on Borrower's,  loan and the check or preauthorized  charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF.  Borrower grants to Lender a contractual  security interest in,
and hereby  assigns,  conveys,  delivers,  pledges,  and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's  accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts  held jointly with someone else and all accounts  Borrower may open
in the  future,  excluding  however all  IRA and Keogh  accounts,  and all trust
accounts for which the grant of a security  interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts.

CREDIT AGREEMENT. This Note is subject to the provisions of the Credit Agreement
dated April 2, 1999, and all amendments thereto and replacements therefor.
<PAGE>
07-13-2000                      PROMISSORY NOTE                           Page 2
                                  (Continued)

GENERAL  PROVISIONS.  Lender may delay or forgo  enforcing  any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive any
applicable statute of limitations,  presentment, demand for payment, protest and
notice  of  dishonor.  Upon any  change in the terms of this  Note,  and  unless
otherwise  expressly stated in writing, no party who signs this Note, whether as
maker,  guarantor,  accommodation  maker or  endorser,  shall be  released  from
liability.  All such parties  agree that Lender may renew or extend  (repeatedly
and for any length of time) this loan,  or  release  any party or  guarantor  or
collateral;  or  impair,  fail to  realize  upon or  perfect  Lender's  security
interest in the collateral; and take any other action deemed necessary by Lender
without the  consent of or notice to anyone.  All such  parties  also agree that
Lender may modify this loan  without  the  consent of or notice to anyone  other
than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE,  BORROWER READ AND  UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE,  INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

MAIN STREET A D MAIN INCORPORATED TED

By: /s/ Bart A. Brown
---------------------------------
BART A. BROWN, JR., PRESIDENT/CEO