MERRILL LYNCH                                             UNCONDITIONAL GUARANTY
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FOR VALUE  RECEIVED,  and in order to induce  MERRILL LYNCH  BUSINESS  FINANCIAL
SERVICES INC. ("MLBFS") to advance moneys or extend or continue to extend credit
or lease  property to or for the  benefit of, or modify its credit  relationship
with, or enter into any other financial accommodations with MAIN STREET AND MAIN
INCORPORATED D/B/A TGI FRIDAY'S, a corporation  organized and existing under the
laws of the  State of  Delaware  (with any  successor  in  interest,  including,
without  limitation,  any  successor by merger or by  operation  of law,  herein
collectively  referred to as "Customer")  under:  (a) that certain WCMA REDUCING
REVOLVER LOAN  AGREEMENT  NO.  78M-07B82  between  MLBFS and Customer;  (b) that
certain WCMA REDUCING  REVOLVER LOAN AGREEMENT NO.  78M-07B84  between MLBFS and
Customer (collectively, the "Loan Agreements"); (c) any "Additional Agreements",
as that term is defined in the Loan  Agreements;  and (d) all present and future
amendments,  restatements,  supplements  and other  evidences of any extensions,
increases,  renewals,  modifications  and  other  changes  of  or  to  the  Loan
Agreements  or  any  Additional   Agreements   (collectively,   the  "Guaranteed
Documents"),  and for other good and  valuable  consideration,  the  receipt and
sufficiency  of  which  is  hereby  acknowledged,   THE  UNDERSIGNED,  MAIN  ST.
CALIFORNIA,  INC., a corporation  organized  and existing  under the laws of the
State of Arizona ("Guarantor"),  HEREBY UNCONDITIONALLY GUARANTEES TO MLBFS: (i)
the prompt and full payment when due, by acceleration or otherwise,  of all sums
now or any time  hereafter  due from  Customer  to MLBFS  under  the  Guaranteed
Documents,  (ii) the prompt,  full and  faithful  performance  and  discharge by
Customer of each and every other  covenant and warranty of Customer set forth in
the Guaranteed Documents,  and (iii) the prompt and full payment and performance
of all other  indebtedness,  liabilities  and  obligations of Customer to MLBFS,
howsoever  created or evidenced,  and whether now existing or hereafter  arising
(collectively,   the  "Obligations").   Guarantor  further  agrees  to  pay  all
reasonable  costs and expenses  (including,  but not limited to, court costs and
reasonable  attorneys' fees) paid or incurred by MLBFS in endeavoring to collect
or enforce performance of any of the Obligations, or in enforcing this Guaranty.
Guarantor  acknowledges  that MLBFS is relying on the  execution and delivery of
this Guaranty in advancing moneys to or extending or continuing to extend credit
to or for the benefit of Customer.

This  Guaranty is absolute,  unconditional  and  continuing  and shall remain in
effect until all of the Obligations shall have been fully and indefeasibly paid,
performed and discharged.  Upon the occurrence and during the continuance of any
default or Event of Default under any of the Guaranteed Documents, any or all of
the indebtedness  hereby guaranteed then existing shall, at the option of MLBFS,
become immediately due and payable from Guarantor (it being understood, however,
that upon the  occurrence  of any  "Bankruptcy  Event",  as  defined in the Loan
Agreements,  all such indebtedness  shall  automatically  become due and payable
without action on the part of MLBFS). Notwithstanding the occurrence of any such
event,  this Guaranty shall continue and remain in full force and effect. To the
extent MLBFS receives  payment with respect to the  Obligations,  and all or any
part of such payment is subsequently  invalidated,  declared to be fraudulent or
preferential,  set aside,  required  to be repaid by MLBFS or is repaid by MLBFS
pursuant to a settlement agreement,  to a trustee,  receiver or any other person
or entity, whether under any Bankruptcy law or otherwise (a "Returned Payment"),
this Guaranty shall continue to be effective or shall be reinstated, as the case
may  be,  to the  extent  of  such  payment  or  repayment  by  MLBFS,  and  the
indebtedness or part thereof  intended to be satisfied by such Returned  Payment
shall be revived  and  continued  in full  force and effect as if said  Returned
Payment had not been made.

The liability of Guarantor  hereunder  shall in no event be affected or impaired
by any of the following,  any of which may be done or omitted by MLBFS from time
to time,  without  notice to or the  consent  of  Guarantor:  (a) any  renewals,
amendments,  restatements,  modifications  or  supplements  of or to  any of the
Guaranteed Documents, or any extensions,  forbearances,  compromises or releases
of any of the  Obligations  or any of MLBFS' rights under any of the  Guaranteed
Documents;  (b) any  acceptance  by MLBFS of any  collateral or security for, or
other  guarantees  of,  any of the  Obligations;  (c) any  failure,  neglect  or
omission on the part of MLBFS to realize upon or protect any of the Obligations,
or any collateral or security therefor, or to exercise any lien upon or right of
appropriation  of any  moneys,  credits or  property  of  Customer  or any other
guarantor,  possessed by or under the control of MLBFS or any of its affiliates,
toward the  liquidation  or reduction of the  Obligations;  (d) any  invalidity,
irregularity or unenforceability  of all or any part of the Obligations,  of any
collateral security for the Obligations,  or the Guaranteed  Documents;  (e) any
application  of  payments or credits by MLBFS;  (f) the  granting of credit from
time to time by MLBFS to  Customer  in  excess  of the  amount  set forth in the
Guaranteed Documents; or (g) any other act of commission or omission of any kind
or at any time upon the part of MLBFS or any of its  affiliates  or any of their
respective  employees  or agents with  respect to any matter  whatsoever.  MLBFS
shall not be required at any time,  as a condition  of  Guarantor's  obligations
hereunder,  to resort to payment  from  Customer  or other  persons or  entities
whatsoever,  or any of their properties or estates,  or resort to any collateral
or pursue or exhaust any other rights or remedies whatsoever.

No  release  or  discharge  in whole or in part of any  other  guarantor  of the
Obligations  shall  release or discharge  Guarantor  unless and until all of the
Obligations  shall have been indefeasibly  fully paid and discharged.  Guarantor
expressly waives presentment,  protest,  demand,  notice of dishonor or default,
notice of acceptance of this Guaranty,  notice of advancement of funds under the
Guaranteed  Documents and all other notices and formalities to which Customer or
Guarantor might be entitled, by statute or otherwise,  and, so long as there are
any  Obligations or MLBFS is committed to extend credit to Customer,  waives any
right to revoke or terminate this Guaranty  without the express  written consent
of MLBFS.

So long as there are any Obligations, Guarantor shall not have any claim, remedy
or   right   of   subrogation,    reimbursement,    exoneration,   contribution,
indemnification,  or  participation  in any  claim,  right,  or  remedy of MLBFS
against  Customer or any  security  which MLBFS now has or  hereafter  acquires,
whether or not such claim, right or remedy arises in equity, under contract,  by
statute, under common law, or otherwise.

MLBFS is hereby  irrevocably  authorized  by  Guarantor  at any time  during the
continuance of an Event of Default under any of the Loan Agreements or any other
of the Guaranteed Documents or in respect of any of the Obligations, in its sole
discretion and without demand or notice of any kind, to  appropriate,  hold, set
off and apply toward the payment of any amount due  hereunder,  in such order of
application as MLBFS may elect, all cash, credits, deposits, accounts, financial
assets,  investment  property,  securities  and any other  property of Guarantor
which is in  transit  to or in the  possession,  custody  or control of MLBFS or
Merrill Lynch, Pierce, Fenner & Smith Incorporated  ("MLPF&S"),  or any of their
respective agents, bailees or affiliates.  Guarantor hereby collaterally assigns
and grants to MLBFS a  continuing  security  interest  in all such  property  as
additional  security for the  Obligations.  Upon the  occurrence  and during the
continuance of an Event of Default, MLBFS shall have all rights in such property
available to collateral assignees and secured parties under all applicable laws,
including, without limitation, the Uniform Commercial Code.
<PAGE>
Guarantor  agrees to  furnish  to MLBFS such  financial  information  concerning
Guarantor as may be required by any of the Guaranteed  Documents or as MLBFS may
otherwise  from  time to  time  reasonably  request.  Guarantor  further  hereby
irrevocably  authorizes  MLBFS  and each of its  affiliates,  including  without
limitation MLPF&S, to at any time (whether or not an Event of Default shall have
occurred) obtain from and disclose to each other any and all financial and other
information about Guarantor.

No delay on the part of MLBFS in the  exercise of any right or remedy  under any
of the Guaranteed Documents,  this Guaranty or any other agreement shall operate
as a waiver  thereof,  and,  without  limiting  the  foregoing,  no delay in the
enforcement of any security interest, and no single or partial exercise by MLBFS
of any right or remedy shall preclude any other or further  exercise  thereof or
the exercise of any other right or remedy.  This Guaranty may be executed in any
number of counterparts,  each of which counterparts,  once they are executed and
delivered,  shall be deemed  to be an  original  and all of which  counterparts,
taken together,  shall  constitute but one and the same Guaranty.  This Guaranty
shall be binding upon Guarantor and its successors and assigns,  and shall inure
to the benefit of MLBFS and its successors  and assigns.  If there are more than
one  guarantor of the  Obligations,  all of the  obligations  and  agreements of
Guarantor are joint and several with such other guarantors.

This  Guaranty  shall be governed by the laws of the State of Illinois.  WITHOUT
LIMITING THE RIGHT OF MLBFS TO ENFORCE  THIS  GUARANTY IN ANY  JURISDICTION  AND
VENUE  PERMITTED BY APPLICABLE LAW,  GUARANTOR  AGREES THAT THIS GUARANTY MAY AT
THE OPTION OF MLBFS BE ENFORCED BY MLBFS IN ANY  JURISDICTION AND VENUE IN WHICH
ANY OF THE GUARANTEED DOCUMENTS MAY BE ENFORCED. GUARANTOR AND MLBFS HEREBY EACH
EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,  PROCEEDING
OR COUNTERCLAIM  BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER PARTY IN ANY
WAY RELATED TO OR ARISING  OUT OF THIS  GUARANTY  OR THE  OBLIGATIONS.  Wherever
possible each  provision of this Guaranty shall be interpreted in such manner as
to be effective  and valid under  applicable  law, but if any  provision of this
Guaranty shall be prohibited by or invalid under such law, such provision  shall
be ineffective  only to the extent of such  prohibition  or invalidity,  without
invalidating the remainder of such provision or the remaining provisions of this
Guaranty.  No  modification  or waiver of any of the provisions of this Guaranty
shall be effective unless in writing and signed by both Guarantor and an officer
of MLBFS.  Each  signatory  on behalf of Guarantor  warrants  that he or she has
authority to sign on behalf of Guarantor,  and by so signing,  to bind Guarantor
hereunder.

Dated as of November 22, 1999.

MAIN ST. CALIFORNIA, INC.


By:
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                  Signature (1)                      Signature (2)

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                  Printed Name                       Printed Name

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                  Title                              Title

Address of Guarantor:
           5050 N. 40th Street
           Suite 200
           Phoenix, AZ 85018

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