UNCONDITIONAL GUARANTEE OF PAYMENT
                                     (Brown)

TO:  IMPERIAL BANK, a California banking corporation

     1.  FOR  VALUABLE  CONSIDERATION,   the  undersigned   (hereinafter  called
"Guarantor"),  whose  address is set forth after  Guarantor's  signature  below,
jointly and severally,  and  unconditionally,  guarantees and promises to pay to
IMPERIAL BANK, a California banking  corporation  (hereinafter called "Lender"),
or order, upon demand, in lawful money of the United States, (i) that Promissory
Note dated July 13, 2000, made by MAIN STREET AND MAIN INCORPORATED,  a Delaware
corporation  (hereinafter  called  "Borrower"),  in favor of  Lender in the face
amount  of  FIVE  MILLION  AND  NO/100  DOLLARS  ($5,000,000.00)  (the  "Note"),
principal and interest and all other sums payable thereunder, or at the election
of Lender any one or more installments thereof, in the event that Borrower fails
to punctually pay any one or more  installments  of the Note  (principal  and/or
interest),  or any other sum  payable  thereunder  at the time and in the manner
provided therein;  and (ii) all other indebtedness of Borrower to Lender arising
under or in connection  with the Note, any loan agreement  between  Borrower and
Lender  executed and delivered in connection with the Note and any deed of trust
or other  security  document or instrument  given in connection  therewith  (the
indebtedness  evidenced  by  the  Note  together  with  all  other  indebtedness
specified above is hereinafter collectively called the "Indebtedness").  This is
an absolute, continuing and unconditional guarantee of payment and not merely of
collection.

     2. The  obligations  of  Guarantor  hereunder  are  joint  and  several  if
Guarantor is more than one person or entity, are separate and independent of the
obligations  of Borrower and of any other  guarantor,  and a separate  action or
actions  may be brought  and  prosecuted  against  Guarantor  whether  action is
brought against Borrower or any other guarantor or whether Borrower or any other
guarantor  is joined in any action or  actions.  The  obligations  of  Guarantor
hereunder  shall  survive and continue in full force and effect until payment in
full of the  Indebtedness is actually  received by Lender and the period of time
has expired during which any payment made by Borrower or Guarantor to Lender may
be determined to be a Preferential Payment (defined below),  notwithstanding any
release or  termination  of  Borrower's  or any other  guarantor's  liability by
express  or  implied   agreement   with  Lender  or  by  operation  of  law  and
notwithstanding that the Indebtedness or any part thereof is deemed to have been
paid or  discharged  by  operation of law or by some act or agreement of Lender.
For purposes of this Guarantee, the Indebtedness shall be deemed to be paid only
to the extent that Lender actually receives  immediately  available funds and to
the extent of any credit bid by Lender at any  foreclosure  or trustee's sale of
any security for the Indebtedness.

     3.  Guarantor  agrees that to the extent  Borrower or  Guarantor  makes any
payment to Lender in connection  with the  Indebtedness,  and all or any part of
such  payment  is  subsequently  invalidated,   declared  to  be  fraudulent  or
preferential,  set  aside or  required  to be repaid by Lender or paid over to a
trustee,  receiver or any other  entity,  whether  under any  bankruptcy  act or
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otherwise  (any such  payment  is  hereinafter  referred  to as a  "Preferential
Payment"),  then this  Guarantee  shall  continue  to be  effective  or shall be
reinstated,  as the case may be, and, to the extent of such payment or repayment
by Lender,  the  Indebtedness  or part thereof  intended to be satisfied by such
Preferential  Payment shall be revived and continued in full force and effect as
if said Preferential Payment had not been made.

     4.  Guarantor  is providing  this  Guarantee at the instance and request of
Borrower to induce  Lender to extend or  continue  financial  accommodations  to
Borrower.  Guarantor  hereby  represents and warrants that Guarantor is and will
continue to be fully informed  about all aspects of the financial  condition and
business affairs of Borrower that Guarantor deems relevant to the obligations of
Guarantor  hereunder and hereby waives and fully discharges  Lender from any and
all obligations to communicate to Guarantor any information whatsoever regarding
Borrower or Borrower's financial condition or business affairs.

     5.  Guarantor  authorizes  Lender,  without  notice or demand  and  without
affecting  Guarantor's  liability  hereunder,  from time to time, to: (a) renew,
modify, compromise,  extend, accelerate or otherwise change the time for payment
of, or  otherwise  change  the terms of the  Indebtedness  or any part  thereof,
including  increasing or decreasing the rate of interest  thereon;  (b) release,
substitute or add any one or more endorsers,  Guarantor or other guarantors; (c)
take and hold  security for the payment of this  Guarantee or the  Indebtedness,
and  enforce,  exchange,  substitute,  subordinate,  waive or  release  any such
security;  (d) proceed  against such  security and direct the order or manner of
sale of such security as Lender in its discretion  may determine;  and (e) apply
any and all  payments  from  Borrower,  Guarantor  or any  other  guarantor,  or
recoveries  from  such  security,  in such  order or  manner  as  Lender  in its
discretion may determine.

     6.  Guarantor  waives and  agrees  not to assert:  (a) any right to require
Lender to proceed against Borrower or any other guarantor, to proceed against or
exhaust any security for the Indebtedness,  to pursue any other remedy available
to Lender,  or to pursue any remedy in any particular  order or manner;  (b) the
benefit of any statute of limitations  affecting Guarantor's liability hereunder
or the  enforcement  hereof;  (c) demand,  diligence,  presentment  for payment,
protest  and  demand,  and  notice  of  extension,  dishonor,  protest,  demand,
nonpayment  and  acceptance  of this  Guarantee;  (d)  notice of the  existence,
creation or incurring of new or additional  indebtedness  of Borrower to Lender;
(e) the benefits of any statutory  provision limiting the liability of a surety;
(f) any defense arising by reason of any disability or other defense of Borrower
or by reason of the cessation from any cause  whatsoever  (other than payment in
full) of the liability of Borrower for the Indebtedness; and (g) the benefits of
any  statutory  provision  limiting  the right of Lender to recover a deficiency
judgment,  or to otherwise  proceed  against any person or entity  obligated for
payment of the  Indebtedness,  after any  foreclosure  or trustee's  sale of any
security  for the  Indebtedness.  Guarantor  hereby  expressly  consents  to any
impairment of  collateral,  including,  but not limited to, failure to perfect a
security  interest and release  collateral  and any such  impairment  or release
shall not affect Guarantor's obligations hereunder. Until payment in full of the
Indebtedness, Guarantor shall have no right of subrogation and hereby waives any
right to enforce any remedy which Lender now has, or may hereafter have, against

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Borrower,  and  waives any  benefit  of,  and any right to  participate  in, any
security now or hereafter held by Lender.

     7. All existing and future  indebtedness of Borrower to Guarantor is hereby
subordinated to the Indebtedness and such indebtedness of Borrower to Guarantor,
if Lender so requests, shall be collected, enforced and received by Guarantor as
trustee  for  Lender  and  shall  be  paid  over to  Lender  on  account  of the
Indebtedness,  but without  reducing or affecting in any manner the liability of
Guarantor under the other provisions of this Guarantee.

     8. In addition to all liens upon, and rights of setoff against, the monies,
securities or other property of Guarantor  given to Lender by law,  Lender shall
have a lien and a right of setoff against, and Guarantor hereby grants to Lender
a security  interest in, all monies,  securities and other property of Guarantor
now and hereafter in the  possession of or on deposit with Lender,  whether held
in a general or special  account or deposit,  or for  safekeeping  or otherwise;
every such lien and right of setoff may be exercised upon Borrower's  default in
the payment of the  Indebtedness  or upon the occurrence of any event of default
under this Guarantee or any other document or instrument  executed and delivered
in connection with the Indebtedness.  No lien or right of setoff shall be deemed
to have been waived by any act or conduct on the part of Lender,  by any neglect
to exercise  such right of setoff or to enforce such lien, or by any delay in so
doing.

     9. If Borrower is a corporation,  limited liability company, partnership or
trust,  it is not necessary for Lender to inquire into the powers of Borrower or
the officers,  directors, members, managers, partners, trustees or agents acting
or purporting to act on its behalf,  and any of the Indebtedness made or created
in reliance  upon the  professed  exercise of such  powers  shall be  guaranteed
hereunder.

     10. Guarantor agrees to deliver to Lender financial statements,  income tax
returns  and  other  financial  information  in form and  level of  detail,  and
containing certifications,  as and to the extent required pursuant to the Credit
Agreement  between  Borrower  and Lender  dated April 2, 1999 (as  amended,  the
"Credit Agreement").

     11. All  financial  statements,  income  tax  returns  and other  financial
information previously or hereafter given to Lender by or on behalf of Guarantor
are and shall be true, complete and correct as of the date thereof.

     12.  Guarantor  agrees to pay all  attorneys'  fees and all other costs and
expenses  which may be  incurred by Lender in  enforcing  this  Guarantee  or in
collecting all or any part of the Indebtedness.

     13. This Guarantee sets forth the entire  agreement of Guarantor and Lender
with  respect to the subject  matter  hereof and  supersedes  all prior oral and
written agreements and  representations by Lender to Guarantor.  No modification
or waiver of any  provision of this  Guarantee or any right of Lender  hereunder
and no release of Guarantor from any obligation

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hereunder  shall be  effective  unless in a writing  executed  by an  authorized
officer  of  Lender.  There  are  no  conditions,  oral  or  otherwise,  on  the
effectiveness of this Guarantee.

     14. This Guarantee  shall inure to the benefit of Lender and its successors
and  assigns  and  shall be  binding  upon  Guarantor  and its  heirs,  personal
representatives,  successors  and assigns.  Lender may assign this  Guarantee in
whole or in part without notice.

     15. Guarantor shall not, without Lender's prior written consent, enter into
any merger or  consolidation  (if Guarantor is other than a natural  person) or,
except in the ordinary course of business,  sell, lease or otherwise transfer or
dispose of a material portion of Guarantor's assets.

     16. Guarantor  represents and warrants to Lender that: (a) (if Guarantor is
not a  natural  person)  it is  duly  organized,  validly  existing  and in good
standing under the laws of the jurisdiction of its  organization;  (b) Guarantor
has full capacity and authority to execute,  deliver and perform this Guarantee,
and the  execution,  delivery and  performance  of this  Guarantee  will not (i)
violate  any law or  regulation,  (ii) (if  Guarantor  is not a natural  person)
violate any provision of Guarantor's  organizational documents, (iii) violate or
constitute  (with  due  notice  or lapse of time or both) a  default  under  any
indenture,  agreement, license or other instrument to which Guarantor is a party
or by which  Guarantor  or any of  Guarantor's  properties  may be  bound,  (iv)
violate  any order of any court,  tribunal  or  governmental  agency  binding on
Guarantor  or any of  Guarantor's  properties,  (v)  result in the  creation  or
imposition of any lien of any nature whatsoever on any of Guarantor's properties
or assets,  (vi) render Guarantor  insolvent under generally accepted accounting
principles,  (vii)  leave  Guarantor  with  remaining  assets  which  constitute
unreasonably small capital given the nature of its business, or (viii) result in
the   incurrence  of  debts  (whether   matured  or  unmatured,   liquidated  or
unliquidated,  absolute,  fixed or contingent) beyond Guarantor's ability to pay
them when and as they  become  due;  (c) no approval or consent of, or filing or
registration with, any federal,  state or local regulatory authority is required
in connection  with the execution,  delivery and  performance of this Guarantee;
(d) the value to  Guarantor of the  advances of the  Indebtedness  being made to
Borrower is worth at least as much as the liability and obligations of Guarantor
hereunder  and may  reasonably  be  expected  to benefit  Guarantor  directly or
indirectly;  and (e) this  Guarantee  constitutes  the legal,  valid and binding
obligation of Guarantor,  enforceable  against  Guarantor in accordance with its
terms. These  representations and warranties shall survive the execution of this
Guarantee.  As  used in this  paragraph,  "insolvent"  means  the  present  fair
saleable value of assets is less than the probable amount required to be paid on
existing debts when and as they mature.

     17. This Guarantee shall be governed by and construed according to the laws
of the State of Kentucky. Guarantor represents and warrants that the domicile of
Guarantor and Guarantor's spouse is the State of Kentucky.

     18. All claims or controversies of any type regarding  matters occurring at
any time arising under or relating to this Guarantee (including, but not limited
to, claims under  contract,  law or statute),  except the parties rights to seek
injunctive relief between Guarantor and the Lender (including claims against any
shareholders  or  affiliated  entities  of the  Lender  in  claims  against  any

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directors,  officers,  employees  or  agents of the  Lender or their  affiliated
entities), shall be settled and finally determined by one arbitrator in Campbell
County, Kentucky, in accordance with the arbitration rules of JAMS/Endispute and
judgment by the  arbitrator  may be entered into any court  having  jurisdiction
thereof.  This agreement to arbitrate  includes all claims of breach of contract
and  all  other  claims  of any  type to the  maximum  extent  permissible.  The
prevailing party in any such  arbitration  shall be awarded its reasonable costs
and attorneys' fees as determined by the arbitrator.

     IN WITNESS  WHEREOF these presents are executed as of the 18th day of July,
2000.

                                        GUARANTOR:

                                        /s/ Bart A. Brown, Jr.
                                        ----------------------------------------
                                        BART A. BROWN, JR.

                                        Address: 140 Highland Avenue
                                                 Ft. Thomas, Kentucky 41075