IMPERIAL BANK

Member FDIC

                                 PROMISSORY NOTE

<TABLE>
<CAPTION>
<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   07-15-2001                    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

Principal Amount: $5,000,000.00    Initial Rate: 10.625%     Date of Note: July 13, 2000
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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)
or so  much  as  may be  outstanding,  together  with  interest  on  the  unpaid
outstanding principal balance of each advance. Interest shall be calculated from
the date of each advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued  unpaid  interest on July 15, 2001. In addition,  Borrower will
pay regular  monthly  payments of accrued unpaid  interest  beginning  August 5,
2000, and all subsequent Interest payments are due on the same day of each month
after  that.  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 lime 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 to be applied to the
unpaid  principal  balance  of this Note  will be at a rate of 1.125  percentage
points over the Index, resulting in an initial rate of 10.625%. NOTICE: Under no
circumstances  will the interest rate on this Note be more than the maximum rate
allowed by applicable law.

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  of accrued  unpaid  interest.  Rather,  they will  reduce the
principal balance due.

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 to 6.125  percentage  points  over the  Index,  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 tee 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.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances under
this Note may be requested  orally by Borrower or by an authorized  person.  All
oral  requests  shall be  confirmed  in writing on the day of the  request.  All
communications,  instructions, or directions by telephone or otherwise to Lender
are to be  directed to Lender's  office  shown  above.  The  following  party or
parties are authorized to request advances under the line of credit until Lender
receives  from  Borrower  at Lender's  address  shown  above  written  notice of
revocation  of their  authority:  BART A. BROWN,  JR.,  PRESIDENT/CEO.  Borrower
agrees to be liable for all sums  either:  (a) advanced in  accordance  with the
instructions  of an  authorized  person  or (b)  credited  to any of  Borrower's
accounts  with Lender.  The unpaid  principal  balance owing on this Note at any
time may be  evidenced  by  endorsements  on this Note or by  Lender's  internal
records, including daily computer print-outs.  Lender will have no obligation to
advance  funds under this Note if: (a)  Borrower or any  guarantor is in default
under the terms of this Note or any agreement that Borrower or any guarantor has
with Lender, including any agreement made in connection with the signing of this
Note; (b) Borrower or any guarantor  ceases doing business or is insolvent;  (c)
any guarantor  seeks,  claims or otherwise  attempts to limit,  modify or revoke
such  guarantor's  guarantee  of this Note or any other  loan with  Lender;  (d)
Borrower has applied funds  provided  pursuant to  this Note for purposes  other
than those  authorized  by Lender;  or (e)  Lender in good  faith  deems  itself
insecure under this Note or any other agreement between Lender and Borrower.

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 AND MAIN INCORPORATED ED


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