CREDIT AGREEMENT

This Credit  Agreement  ("Agreement") is made and entered into on April 2, 1999,
Main Street and Main  Incorporated,  a Delaware  corporation,  ("Borrower")  and
Imperial Bank, a California banking corporation, ("Bank").

Subject to the terms and conditions of this  Agreement,  any security  agreement
executed by Borrower in favor of Bank, any note executed by Borrower in favor of
Bank, or any other agreements executed in conjunction  therewith  (collectively,
the "Loan Documents"), Bank shall make the loans and or advances (individually a
"Loan" and collectively "Loans") referred to below to Borrower.

In consideration of mutual covenants and conditions  hereof,  the parties hereto
agree as follows:

1. AMOUNT AND TERMS OF CREDIT

1.01 REVOLVING CREDIT COMMITMENT.

    (a) REVOLVING LINE OF CREDIT. Subject to the terms and conditions of this
Agreement,  provided  that  no  event  of  default  then  has  occurred  and  is
continuing,  Bank shall,  upon  Borrower's  request  make  advances  ("Revolving
Loans") to Borrower,  for general corporate purposes, in an amount not to exceed
$3,000,000 (the "Revolving Line of Credit") until March 31, 2000 (the "Revolving
Line of Credit  Maturity  Date").  Revolving Loans may be repaid and reborrowed,
provided that all  outstanding  principal and accrued  interest on the Revolving
Loans shall be payable in full on the Revolving Credit Maturity Date.

(b) REVOLVING NOTE. The interest rate, principal and interest payments, maturity
date and  certain  other  terms of the  Revolving  Loan will be  contained  in a
promissory  note  dated the date of this  Agreement,  as such may be  amended or
replaced from time to time.

1.02  LOAN FEE.  In  addition  to any  other  amounts  due,  or to  become  due,
concurrent with the execution  hereof,  in connection with the Revolving Line of
Credit,  Borrower shall pay to Bank a fee on the unused portion of the Revolving
Line of  Credit  equal to one  half of one  percent  (.50%)  per  annum  payable
quarterly in arrears.

1.03  DOCUMENTATION  FEE,  COSTS AND EXPENSES.  In addition to any other amounts
due, or to become due,  concurrently with the execution hereof,  Borrower agrees
to pay to Bank a documentation fee in the amount of $250.00, and all other costs
and expenses  incurred by the Bank in the  preparation  of this  Agreement,  the
other Loan Documents and the perfection of any security interest granted to Bank
by Borrower.

1.04 COLLECTION OF PAYMENTS.  Borrower  authorizes Bank to collect all interest,
fees,  costs,  and/or  expenses due under this Agreement by charging  Borrower's
demand deposit  account  number  97005214 with Bank, or any other demand deposit
account  maintained by Borrower with Bank,  for the full amount thereof.  Should
there be  insufficient  funds in any such demand deposit account to pay all such
sums when due, the full amount of such  deficiency  shall be immediately due and
payable by Borrower.

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2. REPRESENTATIONS OF BORROWER

Borrower represents and warrants that:

2.01  EXISTENCE  AND  RIGHTS.  Borrower is a  corporation,  duly  organized  and
existing and in good standing under the laws of the state of Delaware,  Borrower
is  authorized  and  in  good  standing  to do  business  in  the  state  of its
incorporation;  Borrower  has the  appropriate  powers and  adequate  authority,
rights and  franchises  to own its  property and to carry on its business as now
conducted, and is duly qualified and in good standing in each state in which the
character of the  properties  owned by it therein or the conduct of its business
makes such  qualification  necessary;  and  Borrower  has the power and adequate
authority to make and carry out this  Agreement.  Borrower has no  investment in
any other business entity other than those subsidiaries listed on Exhibit A.

2.02  AGREEMENT  AUTHORIZED.  The  execution,  delivery and  performance of this
Agreement  and the Loan  Documents  are duly  authorized  and do not require the
consent or approval of any governmental body or other regulatory authority;  are
not in contravention of or in conflict with any law or regulation or any term or
provision of Borrower's  charter/articles of incorporation,  or similar document
as the case  may be,  and this  Agreement  is the  valid,  binding  and  legally
enforceable obligation of Borrower in accordance with its terms; subject only to
bankruptcy, insolvency or similar laws affecting creditors rights generally.

2.03 No CONFLICT. The execution,  delivery and performance of this Agreement and
the  Loan  Documents  are  not  in  contravention  of or in  conflict  with  any
agreement,  indenture or undertaking to which Borrower is a party or by which it
or any of its  property  may be bound or  affected,  and do not  cause any lien,
charge or other  encumbrance  to be created or imposed upon any such property by
reason thereof.

2.04 LITIGATION. Except as disclosed in writing to Bank by Borrower, there is no
litigation  or other  proceeding  pending or  threatened  against  or  affecting
Borrower which if determined  adversely to Borrower or its interest would have a
material adverse effect on the financial condition of Borrower,  and Borrower is
not in default with respect to any order, writ, injunction,  decree or demand of
any court or other governmental or regulatory authority.

2.05  FINANCIAL  CONDITION.  The  consolidated  balance  sheet of Borrower as of
September  30,  1998,  and the related  profit and loss  statement  for the nine
months ended as of that date, a copy of which has  heretofore  been delivered to
Bank by  Borrower,  and all other  statements  and data  submitted in writing by
Borrower  to Bank in  connection  with  this  request  for  credit  are true and
correct,  and said  balance  sheet truly  presents  the  financial  condition of
Borrower  as of the date  thereof,  and has been  prepared  in  accordance  with
generally accepted  accounting  principles on a basis  consistently  maintained.
Since such date there have been no  material  adverse  changes in the  financial
condition or business of Borrower. Borrower has no knowledge of any liabilities,
contingent or otherwise,  at such date not reflected in said balance sheet,  and
Borrower has not entered into any special  commitments or substantial  contracts
which are not  reflected in said balance  sheet,  other than in the ordinary and
normal course of its business,  which may have a materially adverse effect  upon
its financial condition, operations or business as now conducted.

2.06. TITLE TO ASSETS.  Borrower has good title to its assets,  and the same are
not subject to any liens or  encumbrances  other than those permitted by Section
5.03 hereof.

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2.07 TAX STATUS.  Borrower has no liability for any delinquent  state,  local or
federal  taxes,  and, if Borrower has  contracted  with any  government  agency,
Borrower has no liability for renegotiation of profits.

2.08  TRADEMARKS,  PATENTS.  Borrower,  as of the  date  hereof,  possesses  all
necessary  trademarks,  trade names,  copyrights,  patents,  patent rights,  and
licenses to conduct its  business as now  operated,  without any known  conflict
with the valid trademarks,  trade names, copyrights,  patents and license rights
of others.

2.09 REGULATION U. None of the proceeds of any Loan shall be used to purchase or
carry margin stock (as defined within  Regulation U of the Board of Governors of
the Federal Reserve System).

2.10  ERISA.  All  defined  benefit  pension  plans as defined in the  Employees
Retirement Income Security Act of 1974, as amended ("ERISA"),  of Borrower meet,
as of the date hereof,  the minimum  funding  standards of Section 302 of ERISA,
and no  Reportable  Event or  Prohibited  Transaction  as  defined  in ERISA has
occurred with respect to any such plan.

2.11 YEAR 2000  COMPLIANCE.  Borrower and its  subsidiaries, as applicable, have
reviewed  the  areas  within  their  operations  and  business  which  could be
adversely affected by, and have developed or are developing a program to address
on a timely  basis,  the Year 2000  Problem  and have made  related  appropriate
inquiry of material suppliers and vendors, and based on such review and program,
the Year 2000 Problem will not have a material adverse effect upon its financial
condition,  operations or business as now  conducted.  "Year 2000 Problem" means
the possibility that any computer applications or equipment used by Borrower may
be unable to recognize and properly perform date sensitive  functions  involving
certain dates prior to and any dates one or after December 31, 1999.

3. CONDITIONS PRECEDENT TO LOAN.

Prior to Bank being obligated to make any Loan pursuant to this Agreement,  Bank
must receive all of the  following,  each of which must be in form and substance
satisfactory to Bank:

3.01 PROMISSORY NOTES. Original, executed promissory note.

3.02  ORGANIZATIONAL  DOCUMENTS.  Copies of the  articles  of  incorporation  or
similar document as the case may be, of the Borrower.

3.03  AUTHORIZATIONS.  Certified  copies of all action  taken by the Borrower to
authorize the execution, delivery and performance of the Loan Documents.

3.03 GOOD STANDING. Good standing certificates from the appropriate secretary of
state of the state in which the Borrower is organized and in each state in which
it is required to be qualified to do business.

3.04  ADDITIONAL  DOCUMENTS.  Such other  documents as Bank may reasonably  deem
necessary.

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4. AFFIRMATIVE COVENANTS OF BORROWER

Borrower  agrees that so long as it is indebted to Bank,  under  borrowings,  or
other  indebtedness,  or so long as Bank has any  obligation to extend credit to
Borrower it will, unless Bank shall otherwise consent in writing:

4.01 RIGHTS AND  FACILITIES.  Maintain and preserve all rights,  franchises  and
other  authority  adequate  for  the  conduct  of  its  business;  maintain  its
properties,  equipment  and  facilities  in good order and  repair;  conduct its
business  in  an  orderly  manner  without  voluntary  interruption  and,  if  a
corporation or partnership, maintain and preserve its existence.

4.02 USE OF PROCEEDS.  Use the proceeds of the Loans only for purposes specified
in Section 1 of this Agreement.

4.03 TAXES AND OTHER  LIABILITIES.  Pay and  discharge,  before the same  become
delinquent and before  penalties  accrue  thereon,  all taxes,  assessments  and
governmental  charges upon or against it or any of its  properties,  and all its
other liabilities at any time existing, except to the extent and so long as:

(a) The same are being contested in good faith and by appropriate proceedings in
such manner as not to cause any  materially  adverse  effect upon its  financial
condition or the loss of any right of redemption from any sale thereunder; and

(b) It shall  have set aside on its books  reserves  (segregated  to the  extent
required by generally accepted accounting  practice) deemed by it to be adequate
with respect thereto.

4.04 RECORDS AND REPORTS. Maintain a standard and modern system of accounting in
accordance with generally accepted accounting principles on a basis consistently
maintained;  permit Bank's representatives to have access to, and to examine its
properties, books and records at all reasonable times and upon reasonable notice
during normal business hours; and furnish Bank:

(a) QUARTERLY FINANCIAL STATEMENT. As soon as available, and in any event within
forty-five  (45) days after the close of each quarter,  a  consolidated  balance
sheet,  profit and loss  statement  and  reconciliation  of  Borrower's  capital
balance accounts as of the close of such period and covering  operations for the
portion of Borrower's fiscal year ending on the last day of such period,  all in
reasonable  detail  and  reasonably  acceptable  to  Bank,  in  accordance  with
generally accepted accounting  principles on a basis consistently  maintained by
Borrower and certified by an appropriate officer of Borrower.

(b) ANNUAL FINANCIAL  STATEMENT.  As soon as available,  and in any event within
one hundred  twenty  (120) days after and as of the close of each fiscal year of
Borrower,  a consolidated report of audit of Company,  all in reasonable detail,
audited by an independent  certified public accountant  selected by Borrower and
reasonably  acceptable to Bank, in accordance with generally accepted accounting
principles  on a basis  consistently  maintained by Borrower and certified by an
appropriate officer of Borrower;

(c) OFFICER'S  CERTIFICATE.  Within  forty-five  (45) days after the end of each
quarter and  fiscal-year  of  Borrower,  a  certificate  of the chief  financial
officer of Borrower,  stating that  Borrower has performed and observed each and

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every  covenant  contained  in this  Agreement to be performed by it and that no
event has occurred and no condition  then exists which  constitutes  an event of
default hereunder or would constitute such an event of default upon the lapse of
time or upon the giving of notice and the lapse of time specified herein; or, if
any such event has occurred or any such condition exists,  specifying the nature
thereof in form and substance satisfactory to Bank.

(d) AUDIT REPORTS. Promptly after the receipt thereof by Borrower, copies of any
detailed  audit  reports  submitted to Borrower by  independent  accountants  in
connection  with each annual or interim work on the accounts of Borrower made by
such accountants;

(e)  STOCKHOLDER,  SECURITY  AND  EXCHANGE  COMMISSION  STATEMENTS  AND REPORTS.
Promptly  after the same are  available,  copies of all such  proxy  statements,
financial statements and reports as Borrower or any subsidiary shall send to its
members or stockholders as appropriate,  if any, and copies of all reports which
Borrower or any subsidiary may file with the Securities and Exchange Commission.

(f) OTHER  INFORMATION.  Such  other  information  relating  to the  affairs  of
Borrower as the Bank reasonably may request from time to time.

4.05 NET WORTH. Maintain on a quarterly basis, a consolidated Net Worth (defined
as total  stockholder's  equity) of not less than  Twenty-Four  Million  Dollars
($24,000,000) plus 70% of quarterly net income.

4.06 DEBT  COVERAGE.  Maintain  on a  quarterly  basis,  a Debt  Coverage  Ratio
(defined  as  net  income  plus  interest  expense,  taxes,  depreciation,   and
amortization  ("EBITDA") plus non-recurring  expenses less non-recurring  income
divided by interest  expense plus the current  portion of principal  and capital
lease obligations) of not less than 1.3 times.

4.07 PROFITABILITY.  Maintain profitable  operations (meaning a net profit after
taxes) for at least one of every two consecutive quarterly periods.

4.08 ACCESS TO CAPITAL.  Maintain at all times an  agreement  with a third party
insuring  that the  Company  has  access to long term  capital in excess of five
million dollars ($5,000,000).

4.09 DAYS OUT OF DEBT.  The unpaid  balance of the Revolving  Loans shall have a
zero ($0.00)  balance for at least  forty-five  (45)  consecutive  days prior to
each anniversary date of this Agreement.

4.10 ERISA.  Cause all defined  benefit  pension plans,  as defined in ERISA, of
Borrower to, at all times,  meet the minimum funding standards of Section 302 of
ERISA, and ensure that no Reportable Event or Prohibited Transaction, as defined
in ERISA, will occur with respect to any such plan.

4.11 LAWS.  At all times comply with,  or cause to be complied  with,  all laws,
statues, rules, regulations, orders and directions of any governmental authority
having jurisdiction over Borrower or Borrower's business.

4.12 USE OF  PROCEEDS.  Use the  proceeds  of the  Loans  only for the  purposes
specified in Section 1 herein.

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4.13 GAAP.  Compliance with all financial covenants shall be calculated based on
generally  accepted  accounting  principles  applied  on a  consistent  basis as
maintained by Borrower.

4.14 YEAR 2000 COMPLIANT.  Borrower shall perform all acts reasonably  necessary
to  ensure  that  (a)  Borrower  and any  business  in  which  Borrower  holds a
substantial  interest,  and (b)  all  customers,  suppliers  and  vendors  whose
compliance  is likely to be material to  Borrower's  business,  become Year 2000
Compliant  in a timely  manner.  Such acts shall  include,  without  limitation,
performing a comprehensive  review and assessment of all Borrower's  systems and
adopting a detailed plan, with itemized budget, for the remediation,  monitoring
and testing of such systems and the  identification of contingency plans for any
suppliers.  As used in this  paragraph,  "Year 2000  Compliant"  shall mean,  in
regard to any entity, that all software, hardware, firmware, equipment, goods or
systems  utilized  by or  material  to  the  business  operations  or  financial
condition of such entity, will properly perform date sensitive functions before,
during  and after the year  2000.  Borrower  shall,  immediately  upon  request,
provide to Agent such certifications or other evidence of Borrower's  compliance
with the terms of this paragraph as Bank may from time to time require.

4.15  OPERATING   ACCOUNTS.   Maintain  a   disbursement   account  and  banking
relationship with the Bank. Maintain, or cause to be maintained, on deposit with
Bank, non-interest bearing demand deposit balances sufficient to compensate Bank
for all services provided by Bank.  Balances shall be calculated after reduction
for the reserve  requirement of the Federal Reserve Board and uncollected funds.
Any deficiencies shall be charged directly to the Borrower on a monthly basis.

4.16 NOTICES. Promptly notify Bank in writing of (i) the occurrence of any Event
of Default  hereunder  or any event which upon notice and lapse of time would be
an Event of Default;  (ii) all litigation affecting Borrower where the amount is
$200,000 or more; any substantial  dispute which may exist between  Borrower and
any  governmental  regulatory body or law enforcement  authority;  any change in
Borrower's  name or principal  place of business;  or any other matter which has
resulted or might result in a material  adverse  change in Borrower's  financial
condition or operations.

5. NEGATIVE COVENANTS OF BORROWER

Borrower  agrees that so long as it is indebted to Bank,  or so long as Bank has
any obligation to extend credit to Borrower, it will not, without Bank's written
consent:

5.01 TYPE OF  BUSINESS;  MANAGEMENT;  CHANGE IN  CONTROL.  Make any  substantial
change in the  character  of its  business;  make any  change  in its  executive
management,  including  the  replacement  of either Bart A. Brown,  Jr. as Chief
Executive  Officer and Director and John F. Antioco as Chairman of the Board, or
permit their combined ownership to fall below a 15% interest in the Borrower.

5.02  OUTSIDE  INDEBTEDNESS.  Create,  incur,  assume  or  permit  to exist  any
indebtedness for borrowed moneys on the properties  listed in section 5.03 other
than  Loans  from the  Bank  except  obligations  now  existing  as shown in the
financial statement dated September 30, 1998,  excluding those obligations being
refinanced  by Bank or sell or transfer,  either with or without  recourse,  any
accounts or notes receivable or any moneys due or to become due.

5.03  LIENS AND  ENCUMBRANCES.  Create,  incur,  permit to  exist; or assume any
mortgage,  pledge,  encumbrance,  lien or charge of any kind upon the  following
four T.G.I. Friday's restaurant

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locations:  Las Vegas (store # 1853),  Phoenix Metro (store  #1855),  Scottsdale
(store # 1859), and Albuquerque  (store # 1862),  other than liens for taxes not
delinquent  and liens in Bank's  favor and other than liens agreed to in writing
by Bank.

5.04 LOANS,  INVESTMENTS,  SECONDARY LIABILITIES.  Make any loans or advances to
any person or other entity  other than in the ordinary and normal  course of its
business as now conducted or make any investment in the securities of any person
or other  entity other than the United  States  Government  or Redfish  America,
L.L.C.;  or guarantee  or otherwise  become  liable upon the  obligation  of any
person or other entity,  except by  endorsement  of negotiable  instruments  for
deposit or collection in the ordinary and normal course of its business.

5.05  ACQUISITION  OR SALE OF  BUSINESS;  MERGER  OR  CONSOLIDATION.  Liquidate,
dissolve,  merge or consolidate,  or commence any proceedings  therefor; or sell
any assets  except in the  ordinary  and normal  course of its  business  as now
conducted;  or sell,  lease,  assign,  or transfer any  substantial  part of its
business or fixed  assets,  or any  property or other assets  necessary  for the
continuance of its business as now conducted,  including without  limitation the
selling of any properly on which Imperial Bank holds a negative pledge.

6. EVENTS OF DEFAULT

The occurrence of any of the following  events of default  ("Events of Default")
shall, at Bank's option,  terminate Bank's  commitment to lend and make all sums
of principal and interest then remaining  unpaid on all Borrower's  indebtedness
to Bank immediately due and payable, all without demand,  presentment or notice,
all of which are hereby expressly waived:

6.01 FAILURE TO PAY.  Failure to pay any installment of principal or of interest
on any indebtedness of Borrower to Bank within five (5) days of its due date.

6.02  BREACH OF  COVENANT.  Failure of  Borrower  to  perform  any other term or
condition of this Agreement or any Loan Document binding upon Borrower.

6.03 BREACH OF WARRANTY.  Any of Borrower's  representations  or warranties made
herein or any  statement or  certificate  at any time given in writing  pursuant
hereto or in connection herewith shall be false or misleading in any respect.

6.04 INSOLVENCY;  RECEIVER OR TRUSTEE. Borrower shall become insolvent; or admit
its  inability to pay its debts as they mature;  or make an  assignment  for the
benefit of creditors;  or apply for or consent to the  appointment of a receiver
or trustee for it or for a substantial part of its property or business.

6.05 JUDGMENTS, ATTACHMENTS. Any money judgment in excess of $50,000.00, writ or
warrant of  attachment,  or similar  process  shall be entered or filed  against
Borrower or any of its assets and shall remain  unvacated,  unbonded or unstayed
for a period of ten (10) days or in any event  later than five (5) days prior to
the date of any proposed sale thereunder.

6.06  BANKRUPTCY.   Bankruptcy,   insolvency,   reorganization   or  liquidation
proceedings or other  proceedings for relief under any bankruptcy law or any law
for the relief of debtors  shall be  instituted  by or against  Borrower and, if
instituted   against  it,  shall  not  be  dismissed  within  thirty  (30)  days
thereafter.

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6.07 CESSATION OF BUSINESS. Borrower shall voluntarily suspend its business.

6.08 ADVERSE  CHANGE.  Any change  which,  in the opinion of Bank, is materially
adverse to the financial condition of Borrower or any Guarantor; or should Bank,
for any reason,  believe that the prospect of Borrower's  payment or performance
hereunder or under any other agreement or instrument with Bank be impaired.

6.09 DEFAULT BY BORROWER IN CNL  FINANCIAL I, INC.  AGREEMENT.  Should  Borrower
default in that Fixed Charge Coverage  Ratio,  contained in that Commercial Deed
of Trust,  Assignment of Rents, and Security  Agreement and Fixture Filing ("CNL
Agreement")  dated as of April 4, 1997 by and between Borrower and CNL Financial
I, Inc., now as it currently exists or as amended or modified in any way.

6.10 OTHER  DEFAULTS.  Borrower,  or any Guarantor of Borrower's  obligations to
Bank,  shall  commit or do or fail to commit or do any act or thing  which would
constitute  an event of default  under any of the terms of any other  agreement,
document  or  instrument  executed  or  to be  executed  by  it  concerning  the
obligation to pay money.

6.11 ADVANCES.  Notwithstanding  anything to the contrary contained herein; Bank
shall  have  no  duty to  make  advances  while  any  event  of  default  exists
notwithstanding any cure period provided for herein.

7. MISCELLANEOUS PROVISIONS

7.01 FAILURE OR INDULGENCE  NOT WAIVER.  No failure or delay on the part of Bank
or any holder of notes issued hereunder,  in the exercise of any power, right or
privilege  hereunder shall operate as a waiver thereof,  nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise  thereof  or of any other  right,  power or  privilege.  All rights and
remedies  existing under this Agreement or any note issued in connection  with a
Loan that Bank may make hereunder,  are cumulative to, and not exclusive of, any
rights or remedies otherwise available.

7.02  COUNTERPARTS;  ENTIRE  AGREEMENT.  This  Agreement  may be executed by the
parties hereto in several  counterparts,  each of which shall be deemed to be an
original  and all of  which  shall  constitute  together  but  one and the  same
agreement.  This Agreement,  and the other Loan Documents  constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and supersedes any prior agreements, written or oral, with respect thereto.

7.03  ATTORNEY'S  FEES.  Borrower will pay promptly to Bank without demand after
notice,  with  interest  thereon  from  the  date  of  expenditure  at the  rate
applicable to the Loan,  reasonable  attorneys'  fees and all costs and expenses
paid or  incurred  by Bank in  collecting  or  compromising  the Loan  after the
occurrence  of an Event of  Default,  whether  or not suit is filed.  If suit is
brought to enforce any provision of this Agreement,  the prevailing  party shall
be  entitled  to  recover  its  reasonable  attorneys'  fees and court  costs in
addition to any other remedy or recovery awarded by the court.

7.04  ADDITIONAL  REMEDIES.  The  rights,  powers  and  remedies  given  to Bank
hereunder  shall he cumulative and not  alternative  and shall be in addition to
all rights,  powers and  remedies  given to Bank by law against  Borrower or any
other  person,  including but not limited to Bank's rights of setoff or banker's
lien.

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7.05 INUREMENT. The benefits of this Agreement shall inure to the successors and
assigns of Bank and the permitted successors and assigns of Borrower.

7.06  APPLICABLE  LAW. This Agreement and all other  agreements and  instruments
required by Bank in  connection  therewith  shall be  governed by and  construed
according to the laws of the state of California,  to the  jurisdiction of whose
courts the parties hereby agree to submit.

7.07 OFFSET.  In addition to and not in  limitation of all rights of offset that
Bank or other holder of the Loan may have under  applicable  law,  Bank or other
holder of any note issued hereunder  shall,  upon the occurrence of any Event of
Default or any event which with the passage of time or notice  would  constitute
such an Event of Default, have the right to appropriate and apply to the payment
of the Loan any and all  balances,  credits,  deposits,  accounts  or  monies of
Borrower  then or  thereafter  with Bank or other  holder,  within ten (10) days
after the Event of Default, and notice of the occurrence of any Event of Default
by Bank to Borrower.

7.08  SEVERABILITY.  Should  any  one or more  provisions  of the  Agreement  be
determined to be illegal or  unenforceable,  all other  provisions  nevertheless
shall be effective.

7.09 TIME OF THE ESSENCE.  Time is hereby  declared to be of the essence of this
Agreement and of every part hereof.

7.10  ACCOUNTING.  All  accounting  terms shall have the meanings  applied under
generally accepted accounting principles unless otherwise specified.

7.11 REFERENCE PROVISION.

(a)  Other  than (i)  nonjudicial  foreclosure  and all  matters  in  connection
therewith regarding security interests in real or personal property; or (ii) the
appointment of a receiver,  or the exercise of other  provisional  remedies (any
and all of which may be initiated pursuant to applicable law), each controversy,
dispute or claim  between the parties  arising out of or relating to this Credit
Agreement,  any security  agreement executed by Borrower in favor of Bank or any
note executed by Borrower in favor of Bank or any other  agreement or instrument
issued  in  favor  of Bank  by  Borrower  (collectively  in  this  Section,  the
"Agreement")  which  controversy,  dispute  or claim is not  settled  in writing
within  thirty (30) days after the "Claim Date"  (defined as the date on which a
party subject to this Agreement gives written notice to all other parties that a
controversy, dispute or claim exists), will be settled by a reference proceeding
in California in  accordance  with the  provisions of Section 638 et seq. of the
California Code of Civil Procedure,  or their successor  section ("CCP"),  which
shall  constitute the exclusive  remedy for the  settlement of any  controversy,
dispute or claim concerning this Agreement,  including whether such controversy,
dispute or claim is subject to the reference  proceeding and except as set forth
above, the parties waive their rights to initiate any legal proceedings  against
each other in any court or  jurisdiction  other than the  Superior  Court in the
County where the Real Properly, if any, is located or Los Angeles County if none
(the  "Court").  The referee shall be a retired  Judge of the Court  selected by
mutual agreement of the parties,  and if they  cannot so agree within forty-five
(45)  days after the Claim Date,  the referee shall be promptly  selected by the
Presiding  Judge of the  Court (or his  representative).  The  referee  shall be
appointed  to sit as a temporary  judge,  with all of the powers for a temporary

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<PAGE>
judge, as authorized by law, and upon selection should take and subscribe to the
oath of office as provided for in Rule 244 of the California  Rules of Court (or
any subsequently  enacted Rule). Each party shall have one peremptory  challenge
pursuant to CCP ss. 170.6.  The referee shall (a) be requested to set the matter
for hearing  within  sixty (60) days after the date of  selection of the referee
and (b) try any and all issues of law or fact and report a statement of decision
upon them, if possible,  within ninety (90) days of the Claim Date. Any decision
rendered by the referee will be final, binding and conclusive and judgment shall
be entered pursuant to CCP ss.644 in any court in the state of California having
jurisdiction.  Any party may apply for a reference  proceeding  at anytime after
thirty  (30)  days  following  notice to any  other  party of the  nature of the
controversy,  dispute or claim, by filing a petition for a hearing and/or trial.
All  discovery  permitted  by this  Agreement  shall be  completed no later than
fifteen (15) days before the first hearing date established by the referee.  The
referee  may  extend  such  period in the event of a party's  refusal to provide
requested  discovery for any reason whatsoever,  including,  without limitation,
legal objections  raised to such discovery or unavailability of a witness due to
absence or  illness.  No party shall be entitled  to  "priority"  in  conducting
discovery.  Depositions  maybe taken by either party upon seven (7) days written
notice, and request for production or inspection of documents shall be responded
to within ten( 10) days after service.  All disputes relating to discovery which
cannot be resolved  by the  parties  shall be  submitted  to the  referee  whose
decision shall be final and binding upon the parties. Pending appointment of the
referee as provided  herein,  the Superior Court is empowered to issue temporary
and/or provisional remedies, as appropriate.

(b) Except as expressly set forth in this Agreement, the referee shall determine
the manner in which the reference proceeding is conducted including the time and
place of all  hearings,  the order of  presentation  of evidence,  and all other
questions that arise with respect to the course of the reference proceeding. All
proceedings and hearings  conducted before the referee,  except for trial, shall
be conducted without a court reporter except that when any party so requests,  a
court  reporter will be used at any hearing  conducted  before the referee.  The
party making such a request shall have the obligation to arrange for and pay for
the court reporter.  The costs of the court reporter at the trial shall be borne
equally by the parties.

(c) The referee  shall be required to determine  all issues in  accordance  with
existing case law and the statutory laws of the state of  California.  The rules
of evidence  applicable to proceedings at law in the state of California will be
applicable to the reference proceeding.  The referee shall be empowered to enter
equitable as well as legal relief,  to provide all temporary and/or  provisional
remedies  and to enter  equitable  orders that will be binding upon the parties.
The  referee  shall  issue a  single  judgment  at the  close  of the  reference
proceeding  which shall dispose of all of the claims of the parties that are the
subject of the  reference.  The parties  hereto  expressly  reserve the right to
contest or appeal from the final judgment  or any appealable order or appealable
judgment entered by the referee.  The parties hereto expressly reserve the right
to findings of fact,  conclusions of laws, a written statement of decision,  and
the right to move for a new trial or a different  judgment,  which new trial, if
granted, is also to be a reference proceeding under this provision.

(d) In the event that the enabling legislation which provides for appointment of
a referee is repealed (and no successor statute is enacted), any dispute between
the parties that would otherwise be determined by the reference procedure herein
described will be resolved and determined by arbitration.  The arbitration  will
be conducted by a retired judge of the Court,  in accordance with the California
Arbitration  Act, ss. 1280 through ss. 1294.2 of the CCP as amended from time to
time. The limitations  with respect to discovery as set forth hereinabove  shall
apply to any such arbitration proceeding.

7.12 This  Agreement  may be  modified  only by a writing  signed by all parties
hereto.

                                       10
<PAGE>

This Agreement is executed on behalf of the parties by duly authorized  officers
as of the date first above written.


IMPERIAL BANK                           MAIN STREET AND MAIN INCORPORATED
("Bank")                                ("Borrower")


By: /s/                                 By: /s/ Bart A. Brown, Jr.
    ---------------------------             ------------------------------------

Its: Senior Vice President              Its: President
    ---------------------------             ------------------------------------


                                        By: /s/ James Yeager
                                            ------------------------------------

                                        Its: Vice President - Finance
                                            ------------------------------------

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