FIRST AMENDMENT TO DEVELOPMENT AGREEMENT

This First  Amendment to  Development  Agreement  ("Amendment")  is entered into
effective as of February  10, 1999 (the  "Effective  Date"),  by and between TGI
Friday's Inc. ("Franchisor"), and Main St. California, Inc. ("Developer").

                                   WITNESSETH:

         WHEREAS,  Franchisor and Developer are parties to a certain Amended and
Restated Development Agreement dated May 2, 1997 (the "Development  Agreement"),
pursuant to which  Developer  was granted the right to develop  T.G.I.  Friday's
restaurants in portions of California; and

         WHEREAS,  Franchisor  and Developer  desire to amend and supplement the
terms of the Development Agreement as hereinafter set forth; and

         WHEREAS,   capitalized   terms  used  herein  shall  have  the  meaning
attributed  to  them  in the  Development  Agreement  unless  expressly  defined
otherwise herein.

         NOW,  THEREFORE,  in  consideration  of Ten  Dollars and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged  by each of the parties  hereto,  Franchisor and Developer agree as
follows:

         1. SECTION 1.A. of the  Development  Agreement is hereby deleted in its
entirety and replaced with the following:

               A. Franchisor  hereby grants to Developer and Developer  accepts,
          pursuant to the terms and  conditions of this  Agreement,  development
          rights  to  establish  and  operate  the  number  of  T.G.I.  Friday's
          Restaurants set forth in the  Development  Schedule as may be approved
          by  Franchisor  in  accordance  with its  then  current  Site  Consent
          Procedures,  and to use the System solely in connection therewith,  at
          specific  locations  to be  designated  in  separate  T.G.I.  Friday's
          franchise agreements  (hereinafter  "Franchise Agreement") executed as
          provided in  Subsection  3.A.  hereof and pursuant to the  Development
          Schedule  set  forth  in  Subsection  3.B.  hereof.   Each  Restaurant
          developed  hereunder shall be located in the area described on Exhibit
          D attached hereto (hereinafter  "Territory");  PROVIDED,  however, the
          Territory shall not include any airport  properties  otherwise located
          within the Territory,  nor the area contained  within a three (3) mile
          radius of any  T.G.I.  Friday's  (R)  Restaurant  located  within  the
          Territory  as of the  date of this  Agreement.  Friday's  retains  all
          rights  to  develop  other  restaurant  concepts,   including  without
          limitation  Friday's  Front Row (R)  Sports  Grill,  Italianni's  (SM)
          restaurants and Friday's American Bar (R), within the Territory.

         2. SECTION 3.B. of the  Development  Agreement is hereby deleted in its
entirety and replaced with the following:

               B.  Developer  shall  develop,  open,  commence  operation of and
          continuously  operate pursuant to the respective  Franchise Agreements
          twenty-one  (21)  Restaurants  in the  Southern  California  Territory
          during  the  first  five  (5)  years  of  the  Term,  pursuant  to the
          Replacement Development Schedule as follows. The Restaurants

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         listed on the Replacement  Development  Schedule are exclusive of those
         Restaurants  previously  opened and  operated  by  Developer  under the
         Original Development Agreement.

                  In the Southern California  Territory:
                  (as defined in Exhibit D)

                Restaurant No.              Date Open & Operating
                --------------              ---------------------
                   1, 2 & 3                       12/15/98
                    4,5 & 6                       12/15/99
                  7,8, 9 & 10                     12/15/00
                11, 12,13 & 14                    12/15/01
                15, 16, 17 & 18                   12/15/02
                  19,20 & 21                      12/15/03

         3. As of the Effective  Date of this  Amendment,  Exhibit A attached to
the  Development  Agreement is deleted in its entirety and Exhibit D attached to
this amendment is substituted therefor.

         4. The provisions,  representations,  terms, conditions,  covenants and
agreements of the Development  Agreement,  as modified  hereby,  shall remain in
full force and effect,  enforceable in accordance with its terms. This Amendment
shall be binding upon the heirs, legal  representatives,  successors and assigns
of the parties hereto.

         5. Execution and delivery of this Amendment  shall not waive any rights
or remedies of the parties under the Development Agreement, at law or in equity.

         IN WITNESS  HEREOF,  the parties have executed this Amendment as of the
day and year first above mentioned.



TGI FRIDAY'S INC.

By: /s/ Leslie Sharman
-----------------------------
Name: Leslie Sharman
Title: V.P. & General Counsel

MAIN ST. CALIFORNIA, INC.

By: Bart A. Brown Jr.
-----------------------------
Name: Bart A. Brown Jr.
Title: President

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                                    EXHIBIT D

                                  THE TERRITORY

SOUTHERN  CALIFORNIA  TERRITORY - that area contained in the following counties:
Imperial,  Inyo, Los Angeles, Orange,  Riverside, San Bernardino,  San Diego and
Ventura.