SECOND AMENDMENT TO
                                CREDIT AGREEMENT

This Second  Amendment  to Credit  Agreement is entered into as of July 13, 2000
(this  "Amendment"),   by  and  between  IMPERIAL  BANK,  a  California  banking
corporation  ("Bank")  and  Main  Street  and  Main  Incorporated,   a  Delaware
corporation ('`Borrower").

                                    RECITALS

WHEREAS, Borrower and Bank are parties to that certain Credit Agreement dated as
of April 2, 1999, as amended (the "Agreement"); and

WHEREAS,  each of the parties to this Amendment desire to amend the Agreement in
accordance herewith.

                                   AGREEMEMT

NOW. THEREFORE, the parties agree as follows:

A.   Amendments to the Agreement.

     1.   The  date  "July  15,  2000"  contained  in  Section  1.01  (a) of the
          Agreement is hereby amended to read "July 15, 2001".

     2.   The following Section 1.05 is hereby added to the Agreement

          "1.05 Term Loan Commitment.

     (a) TERM  LOAN.  Subject  to the terms and  conditions  of this  Agreement,
     Lender shall make available to Borrower a term loan ( "Term Loan ") on July
     13, 2000 of Five Million Dollars $5,000,000, the proceeds of which shall be
     used only for acquisition of Bamboo Club restaurants.

     (b) TERM LOAN NOTE.  The interest rate,  payment  terms,  maturity date and
     certain  other terms of the Term Loan shall be  contained  in  a promissory
     note dated the date of this  Agreement,  as such may be amended or replaced
     from time to time."

     3.   Section 4.05 of the Agreement is amended in full to read as follows:

          "4.05 TANGIBLE NET WORTH. Maintain on a quarterly basis a consolidated
     Tangible Net Worth  (defined as total stockholders  equity of not less than
     Twenty Seven Million Dollars ($27,000,000) plus 70% of Borrower's quarterly
     net income on a cumulative basis .

     4.   The following Section 4.17 is hereby added to the Agreement

          "4.17 RIGHTS  OFFERING.  All proceeds from that Rights Offering to the
     recorded holders of Borrower's  common stock as of the close of business on
     July 31, 2000 received by the Borrower shall be applied to repayment of the
     Term Loan.

                                       1
<PAGE>
B.   Effect of Amendment, Representations and Warranties.

     1.   The Agreement,  as amended  hereby,  shall be and remain in full force
          and  effect in  accordance  with its  respective  terms and  hereby is
          ratified and confirmed in all respects.  Except as expressly set forth
          herein,  the execution,  delivery,  and  performance of this Amendment
          shall not  operate as a waiver of, or as an  amendment  of, any right,
          power,  or remedy of Bank  under the Agreement,  as in effect prior to
          the date  hereof.  Borrower  ratifies  and  reaffirms  the  continuing
          effectiveness   of  all   promissory   notes,   guaranties,   security
          agreements,  mortgages,  deeds of trust, environmental agreements, and
          all  other  instruments,  documents  and  agreements  entered  into in
          connection with the Agreement.

     2.   Borrower   represents  and  warrants  that  the   Representations  and
          Warranties  contained in the  Agreement are true and correct as of the
          date of this Amendment,  and that no Event of Default has occurred and
          is continuing.

C.   Conditions Precedent to the Effectiveness of this Amendment

     1.   As a condition  to the  effectiveness  of this  Amendment,  Bank shall
          have  received,  in form  and  substance  satisfactory  to  Bank,  the
          following:

     (a.) this Amendment, duly executed by Borrower;

     (b.) a  non-refundable  documentation  fee of Five Hundred  Dollars ($500),
          plus any Bank expenses, including outside counsel fees incurred by the
          Bank in the preparation of this Amendment;

     (c.) Corporate Resolutions to Borrow;

     (d.) Continuing  Guarantees from John Antioco and Bart A. Brown Jr. each in
          the amount of $5,000,000.

     (e)  A commitment fee in the amount of $25,000

     (f)  such other  documents,  and completion of such other matters,  as Bank
          may reasonably deem necessary or appropriate.

D.   Miscellaneous Provisions.

1.   Unless otherwise defined, all initially capitalized terms in this Amendment
     shall be as defined in the Agreement.

2.   This Amendment may be executed in two or more  counterparts,  each of which
     shall be deemed an original, but all of which together shall constitute one
     instrument.

                                       2
<PAGE>
     IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of the
first date above written.

                                        Main Street and Main Incorporated,
                                        a Delaware corporation

                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------


                                        IMPERIAL BANK,
                                        A California banking corporation

                                        By:
                                           -------------------------------------

                                        Title:
                                              ----------------------------------

                                       3