TGI FRIDAY'S INC.


                   AMENDED AND RESTATED DEVELOPMENT AGREEMENT


                             MAIN ST. MIDWEST, INC.
                     (KANSAS, NEBRASKA & MISSOURI TERRITORY)


                               Dated: May 2, 1997
                                                              "Kansas - Midwest"
<PAGE>
                                TGI FRIDAY'S INC.
                   AMENDED AND RESTATED DEVELOPMENT AGREEMENT

                                TABLE OF CONTENTS


               RECITALS                                             1

1.             GRANT                                                2

2.             PREFERENTIAL RIGHTS                                  2

3.             SCHEDULE AND MANNER FOR EXERCISING
               DEVELOPMENT RIGHTS                                   3

4.             SITE SELECTION                                       5

5.             TERM                                                 6

6.             DUTIES OF THE PARTIES                                6

7.             DEFAULT                                             10

8.             TRANSFER OF INTEREST                                12

9.             COVENANTS                                           15

10.            NOTICES AND PAYMENTS                                18

11.            INDEPENDENT CONTRACTOR AND INDEMNIFICATION          19

12.            APPROVALS, WAIVERS AND REMEDIES                     21

13.            SEVERABILITY AND CONSTRUCTION                       22

14.            ENTIRE AGREEMENT                                    23

15.            APPLICABLE LAW                                      23

16.            ACKNOWLEDGMENTS                                     24
                                                              "Kansas - Midwest"
<PAGE>
EXHIBIT A - THE TERRITORY
EXHIBIT B - FRANCHISE AGREEMENT
EXHIBIT C - CONFIDENTIALITY COVENANTS
EXHIBIT D - CONFLICT OF INTEREST AND CONFIDENTIALITY COVENANTS

                                                              "Kansas - Midwest"
<PAGE>
                   AMENDED AND RESTATED DEVELOPMENT AGREEMENT

               This Amended and Restated Development Agreement  ("Agreement") is
entered into this 2nd day of May,  1997 by and between TGI Friday's  Inc., a New
York  corporation,  with  its  principal  place of  business  in  Dallas,  Texas
(hereinafter  "Franchisor") and Main St. Midwest,  Inc. , a Kansas  corporation,
with its principal  place of business at 5050 N. 40th Street #200,  Phoenix,  AZ
85018  (hereinafter  "Developer"),  successor  in  interest  to Kansas City Cafe
Company (hereinafter "KCCC"(hereinafter "Developer").

                                   WITNESSETH:

               WHEREAS,  Franchisor,  as the result of the  expenditure of time,
skill,  effort and money, has developed and owns a unique and distinctive system
(hereinafter   "System")   relating  to  the   establishment  and  operation  of
full-service  restaurants utilizing the trade name T.G.I. Friday's and featuring
a specialized menu and full-bar service;

               WHEREAS,   the  distinguishing   characteristics  of  the  System
include,  without limitation,  distinctive exterior and interior design,  decor,
color scheme and furnishings; special recipes and menu items; uniform standards,
specifications and procedures for operations; quality and uniformity of products
and services offered;  procedures for inventory and management control; training
and assistance;  and advertising and promotional  programs;  all of which may be
changed, improved and further developed by Franchisor from time to time;

               WHEREAS,  Franchisor  identifies  the  System by means of certain
trade names, service marks, trademarks, emblems and indicia of origin, including
but not limited to the marks T.G.I.  Friday's(R),  Friday's(R)  and The American
Bistro(R) and such other trade names,  service  marks and  trademarks as are now
designated  and may  hereafter be designated by Franchisor in writing for use in
connection with the System (hereinafter "Proprietary Marks");

               WHEREAS,  Franchisor  derives its rights in the Proprietary Marks
pursuant  to a  certain  Assignment  Agreement  dated  December  29,  1992  (the
"Assignment Agreement") by and between Franchisor and TGI Friday's of Minnesota,
Inc. a Minnesota corporation ("TGIFM"), pursuant to which Franchisor transferred
to TGIFM  all  right,  title and  interest  in the  Proprietary  Marks and TGIFM
granted back to Franchisor the perpetual and exclusive  right and license to use
the  Proprietary  Marks and the right to sub-license  the  Proprietary  Marks to
third parties.

               WHEREAS, Franchisor continues to develop, use and control the use
of such  Proprietary  Marks in order to  identify  for the  public the source of
services and products marketed thereunder and under the System, and to represent
the System's high standards of quality, appearance and services;
                                                                       "Midwest"
                                       1
<PAGE>
               WHEREAS, Developer wishes to obtain certain development rights to
operate  restaurants   utilizing  the  System   (hereinafter   "Restaurants"  or
"franchised businesses") in the territory described in this Agreement;

               NOW, THEREFORE,  the parties in consideration of the undertakings
and commitments of each party to the other party set forth herein,  hereby agree
as follows:

1.             GRANT
               -----

               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 A attached hereto  (hereinafter  "Territory")  and
outlined on the maps attached  hereto as of Exhibit A.  Expressly  excluded from
the Territory are airport properties  otherwise located within the boundaries of
the Territory,  Franchisor  reserving the rights to establish or license another
party to establish  Restaurants at airport  properties even if otherwise located
within the  boundaries  of the  Territory.  Franchisor  reserving  the rights to
establish  or  license  another  party  to  establish   Restaurants  at  airport
properties even if otherwise located within the boundaries of the Territory.

               B. Each  Restaurant  for  which a  development  right is  granted
hereunder shall be established and operated pursuant to a Franchise Agreement to
be entered into between  Developer and Franchisor in accordance  with Subsection
3.A hereof.

               C. Except as  otherwise  provided in this  Agreement,  Franchisor
shall not  establish  nor license  anyone other than  Developer to establish any
Restaurant in the Territory during the term of this Agreement.

               D. This Agreement is not a franchise agreement and does not grant
to Developer any right to use Franchisor's Proprietary Marks or the System.

               E. Developer  shall have no right under this Agreement to license
others to use the Proprietary Marks or the System.
                                                                       "Midwest"
                                       2
<PAGE>
               3. SCHEDULE AND MANNER FOR EXERCISING DEVELOPMENT RIGHTS
               --------------------------------------------------------

               A. Developer shall exercise each development right granted herein
only by executing a Franchise  Agreement for each Restaurant at a site consented
to by  Franchisor  in the  Territory  as  hereinafter  provided.  The  Franchise
Agreement for each development right exercised  hereunder in accordance with the
development  schedule set forth in Subsection 3.B hereof shall be in the form of
the franchise  agreement  attached  hereto as Exhibit B. The franchise fee to be
paid by  Developer  for the  development  in  accordance  with  the  development
schedule  set forth in  Subsection  3.B hereof shall be Fifty  Thousand  Dollars
($50,000.00)  for each  Restaurant to be located in the Territory,  payable upon
execution of the Franchise Agreement for each Restaurant. .

               B. Recognizing  that time is of the essence,  Developer agrees to
exercise  each  of the  development  rights  granted  hereunder  in  the  manner
specified in Subsection 3.A hereof, and to satisfy the development  schedule set
forth below:

                   Midwest Territory (as defined in Exhibit A)

    ------------------  -------------------  ------------------  -------------
      Restaurant No.         Date of           Date Franchise     Date Open & 
                         Preliminary Site     Agreement Signed     Operating
                             Consent            & Fees Paid
    ------------------  -------------------  ------------------  -------------
             1                 6/98                 9/98            12/15/98
    ------------------  -------------------  ------------------  -------------
             2                 6/99                 9/99            12/15/99
    ------------------  -------------------  ------------------  -------------
             3                 6/00                 9/00            12/15/00
    ------------------  -------------------  ------------------  -------------
             4                 6/01                 9/01            12/15/01
    ------------------  -------------------  ------------------  -------------
             5                 6/02                 9/02            12/15/02
    ------------------  -------------------  ------------------  -------------
                                                                       "Midwest"
                                       3
<PAGE>
          Failure  by  Developer  to adhere to the  development  schedule  shall
constitute  a material  event of default  under this  Agreement  as  provided in
Subsection 7.C hereof

               C.  Franchisor  and Developer  agree that during the year 2002 of
the  term  of the  Agreement  a new  development  schedule  will  be  negotiated
providing  for the number of  Restaurants  to be developed  during the ensuing 7
year period and the schedule for such development.  In the event the parties are
unable to agree upon the number of  Restaurants  to be developed or the schedule
for such  development  within  thirty (30) days after having  exerted good faith
efforts  to do so,  the  parties  agree to retain  an  independent  third  party
("Appraiser") mutually acceptable to both parties to determine such factors. The
decision of such Appraiser shall be binding on Franchisor and Developer.  In the
event the parties are unable to agree upon a mutually acceptable Appraiser,  the
selection of appraisers and the  determination of the necessary factors shall be
conducted  using  the  same  procedures  set  forth at  Subsection  17.03 of the
Franchise  Agreement  attached  hereto as Exhibit B.  Should  Developer  fail to
develop according to the new development schedule, Developer agrees that it will
lose its rights to development within, and agrees that Franchisor shall have the
right to develop  or license  other  parties to develop  Restaurants  within the
Territory.  For each of the Restaurants to be developed  Developer shall execute
the  standard  form of  franchise  agreement  then  being  offered to new System
franchisees  and other  ancillary  agreements as Franchisor  may require for the
franchised  business,  the  terms  of which  may  differ  from the  terms of the
Franchise Agreement attached to this Agreement, including, without limitation, a
higher franchise fee, percentage royalty rate and advertising contribution.

4.             SITE SELECTION
               --------------

               A.   Developer   assumes   all  cost,   liability,   expense  and
responsibility for locating, obtaining and developing sites for Restaurants, and
for constructing  and equipping  Restaurants at such sites. The development of a
Restaurant at any site must be consented to by Franchisor in accordance with the
then  existing  site  selection  procedures  including,  but not limited to, the
following procedures:

                             (1) Prior to  acquisition by lease or purchase of a
site for a Restaurant in the Territory, Developer shall submit to Franchisor for
each  Restaurant,  in the form  prescribed by  Franchisor,  a description of the
site, a market  feasibility  study for the site which shall include,  but not be
limited to,  demographic  information,  site plans and such other information or
materials as Franchisor may reasonably require, together with a letter of intent
or  other  evidence   satisfactory  to  Franchisor  which  confirms  Developer's
favorable  prospects  for obtaining  the site.  Recognizing  that time is of the
essence, Developer agrees that it must submit such information and materials for
each proposed site to  Franchisor in writing for its consent.  Franchisor  shall
have thirty  (30) days after  receipt of such  information  and  materials  from
Developer  to consent to or refuse its consent to use the  proposed  site as the
location for a Restaurant,  which consent shall not be unreasonably withheld. No
site  shall be deemed  approved  unless  it has been  expressly  approved  to in
writing by Franchisor.
                                                                       "Midwest"
                                       4
<PAGE>
                             (2)  Developer   acknowledges   that   Franchisor's
consent  to the  use of a  prospective  Restaurant  site  or  the  rendering  of
assistance  in the  selection of a site for a Restaurant  does not  constitute a
representation, promise or guarantee by Franchisor that a Restaurant operated at
that site would be profitable or otherwise successful.

                             (3)  After  the  location   for  a  Restaurant   is
consented to by  Franchisor  and leased or acquired by  Developer in  accordance
with the  requirements  of this Section 4,  Developer  shall execute a Franchise
Agreement  relating  to the  Restaurant  and its  location  shall be recorded in
Attachment A to the applicable Franchise Agreement.

               B. If the  Developer  will occupy the premises of any  Restaurant
under a lease,  Developer  shall  furnish to  Franchisor  a copy of the executed
lease within ten (10) days after  execution  thereof.  Prior to such  execution,
Developer shall submit the lease to Franchisor for its written approval.  Unless
Developer  has  obtained  Franchisor's  written  consent to the  exclusion  of a
required provision, the lease shall include the following terms and conditions:

                             (1)  That  the  premises  shall  be  used  for  the
operation of the Restaurant;

                             (2) That  the  lessor  consents  to the use of such
Proprietary  Marks and signage as Franchisor  may  prescribe for the  franchised
business;

                             (3) That the lessor  agrees to  furnish  Franchisor
with copies of any and all letters and notices sent to Developer  pertaining  to
the lease and the  premises  at the same time that such  letters and notices are
sent to Developer;

                             (4) That  Developer  may not sublease or assign all
or any part of its occupancy  rights,  or extend the term of or renew the lease,
without  Franchisor's  prior written  consent,  which shall not be  unreasonably
withheld;

                             (5) That  Franchisor  shall have the right to enter
the  premises  to  make  any  modification  necessary  to  protect  Franchisor's
Proprietary  Marks or to cure any default under the lease, this Agreement or the
Franchise Agreement;

                             (6) That  the  lessor  agrees  that  Developer  may
assign the lease to Franchisor;  that the lessor will consent to such assignment
and may not  impose  any  assignment  fee or  similar  charge on  Franchisor  in
connection with such  assignment;  and that Franchisor may sublease the premises
for all or any part of the remaining term of the lease; and

                             (7) That the lessor and  Developer  shall not amend
or otherwise modify the lease in any manner which would materially affect any of
the foregoing terms and conditions without Franchisor's prior written consent.
                                                                       "Midwest"
                                       5
<PAGE>
               C. Developer  shall  construct the Restaurant in accordance  with
the provisions of the Franchise Agreement.

5.             TERM
               ----

          Unless sooner  terminated in  accordance  with the  provisions of this
Agreement,  the term of this  Agreement  shall  commence  on the date hereof and
shall terminate on June 26, 2009.

6.             DUTIES OF THE PARTIES
               ---------------------

               A. Franchisor shall furnish to Developer the following:

                             (1)  One  (1)  copy  of  the   Development   Manual
("Development  Manual"),  which is a part of the Confidential  Operating Manuals
("Manuals") referred to in Section 4 of the Franchise Agreement. The Development
Manual contains the instructions,  requirements,  standards,  specifications and
procedures  for  the  development  and  construction  of a  typical  Restaurant,
including  site  selection  guidelines  and  criteria,  construction  management
techniques and  development  planning and scheduling  methods.  The  Development
Manual will be delivered to Developer on loan upon  execution of this  Agreement
and shall be returned to Franchisor immediately upon request or upon termination
or  expiration  of this  Agreement.  Developer  shall  at all  times  treat  the
Development Manual as confidential.

                             (2) Such site  selection  counseling and assistance
as Franchisor may deem advisable.

                             (3) Such on-site  evaluation as Franchisor may deem
advisable  in response to  Developer's  requests  for site  approval;  provided,
however,  that Franchisor shall not provide on-site  evaluation for any proposed
site prior to the receipt of all required  information and materials  concerning
such site prepared pursuant to Section 4 hereof.

                             (4) One (1) set of Franchisor's  standard plans and
specifications  for the  construction  of a  typical  Restaurant  including  the
exterior and interior design and layout, fixtures, furnishings and signs.

                             (5) Pre-opening and opening training and assistance
as Franchisor deems advisable with due regard to the number of trained personnel
then  employed  by  Franchisee   and/or  its  affiliates  then  operating  other
Restaurants  utilizing  the System.  Developer  currently  operates in excess of
seven Restaurants.  In accordance with current policy,  Franchisor would provide
no more than two NSO Team Members for each opening.

                             (6)   Training   programs   for  the  Operator  (as
hereinafter  defined) in the operation of the  Restaurants at such location,  as
may be designated by Franchisor from time to time in the Manuals or otherwise in
writing.
                                                                       "Midwest"
                                       6
<PAGE>
               B. Developer makes the following representations,  warranties and
covenants and accepts the following obligations:

                             (1)  Developer  shall  comply  with all  terms  and
conditions set forth in this Agreement.

                             (2) Upon  execution  of this  Agreement,  Developer
shall designate:

                                            (i)  an  individual   who  is  fully
authorized  to act on behalf of Developer in all  transactions  with  Franchisor
concerning Developer's  obligations under this Agreement  ("Representative").  A
qualified  Representative  shall be  designated  at all times during the term of
this  Agreement  by  Developer  and  Developer  shall  designate  a  replacement
Representative from time to time as necessary;

                             (3) If this Agreement  provides for the development
of three  or more  Restaurants,  Developer  will be  required  to  designate  an
individual to supervise  the  Restaurants  (a "Regional  Manager") in accordance
with the provisions of Subsection 4.03 of the Franchise Agreement.

                             (4)  Developer  and   Developer's   Principals  (as
defined in Subsection 13.A hereof) covenant and agree that neither shall, during
the term of this  Agreement or thereafter,  communicate,  divulge or use for the
benefit of any other person,  persons,  partnership,  association or corporation
any confidential  information,  knowledge or know-how  concerning the methods of
development  and  operation  of the  Restaurant  which  may be  communicated  to
Developer or  Developer's  Principals or of which they may be apprised by virtue
of  Developer's  operation  under the  terms of this  Agreement.  Developer  and
Developer's Principals shall divulge such confidential  information only to such
of  Developer's  employees  as must have access to it in  connection  with their
employment.  Any  and  all  information,  knowledge,  techniques  and  know-how,
including  without   limitation,   the  Development  Manual  and  all  drawings,
materials,  equipment,  recipes,  computer and point of sale programs and output
from  such  programs,   and  all  other  data  which  Franchisor  designates  as
confidential  shall be  deemed  confidential  for  purposes  of this  Agreement.
Neither Developer nor any of Developer's  Principals shall at any time,  without
Franchisor's  prior  written  consent,  copy,  duplicate,  record  or  otherwise
reproduce such materials or information,  in whole or in part, or otherwise make
the same available to any unauthorized person.

                             (5) Developer shall, prior to the disclosure of any
confidential  information,  require any of its employees who will have access to
such  confidential  information to execute covenants that they will maintain the
confidentiality  of information they receive in connection with their employment
by Developer.  Such  covenants  shall be in a form  satisfactory  to Franchisor,
including, without limitation,  specific identification of Franchisor as a third
party  beneficiary of such covenants with the independent  right of enforcement.
Such covenants shall be in a form substantially  similar to the  Confidentiality
Covenants  attached  hereto as Exhibit C.  Developer  shall be  responsible  for
compliance by its employees with such covenants.
                                                                       "Midwest"
                                       7
<PAGE>
                             (6) If Developer or Developer's  Principals develop
any new process or improvement in the development, operation or promotion of the
Restaurants,   Developer  agrees  to  promptly  notify  Franchisor  and  provide
Franchisor with all necessary information concerning same, without compensation.
Developer  and  Developer's  Principals  acknowledge  that any such  process  or
improvement  shall become the property of Franchisor  and Franchisor may utilize
or  disclose  such  information  to  other  developers  as it  determines  to be
appropriate.

                             (7)  Developer and each of  Developer's  Principals
acknowledge   complete   ownership  by  Franchisor  of  the  Proprietary  Marks,
specifications,   standards,   management  and  accounting  methods,   operating
procedures  and other  concepts  embodied  in and  comprising  the  System,  and
covenants that during the term of this  Agreement or  thereafter,  regardless of
the cause of  termination,  Developer and each of Developer's  Principals  shall
not,  either  directly or indirectly,  contest or aid others in contesting,  the
exclusive  ownership and rights of Franchisor in any aspect of the System, or do
anything  that will  otherwise  impair such rights  without  Franchisor's  prior
written  consent,  including,  without  limitation,  using  or  reproducing  any
materials copyrighted by Franchisor.

                             (8)  Developer and each of  Developer's  Principals
acknowledge and agree: (a) that any failure to comply with the covenants in this
Subsection 6.B or any failure to obtain execution of the covenants in Subsection
6.B(5) shall  constitute a material event of default under  Subsection  7.C; (b)
that any such  failure  will cause  Franchisor  irreparable  injury for which no
adequate remedy at law may be available; and (c) therefore,  Franchisor shall be
entitled, in addition to any other remedies which it may have hereunder, at law,
or in equity,  to obtain specific  performance  of, or to an injunction  against
violation of, the requirements of Subsections  6.B(4),  (5) and (7), without the
necessity of showing  actual or threatened  damage and without being required to
furnish a bond or other security. If Franchisor prevails,  Developer and each of
Developer's  Principals  agree to pay all court costs and reasonable  attorneys'
fees incurred by Franchisor in connection  with the  enforcement  of Subsections
6.B(4), (5) and (7), including the agreements referred to in Subsection 6.B(5).

                             (9) Developer shall comply with all requirements of
federal, state and local laws, rules and regulations.
                                                                       "Midwest"
                                       8
<PAGE>
               C. In the event  Developer  is a  corporation  or a  partnership,
Developer represents, warrants and covenants that:

                             (1)   Developer  is  duly   organized  and  validly
existing under the state law of its formation;

                             (2)  Developer is duly  qualified and is authorized
to do business in each  jurisdiction  in which its  business  activities  or the
nature of the properties owned by it require such qualification;

                             (3)  Developer's   corporate   charter  or  written
partnership  agreement  shall  at all  times  provide  that  the  activities  of
Developer  are confined  exclusively  to the  development  and  operation of the
Restaurants;

                             (4)  The  execution  of  this   Agreement  and  the
transactions  contemplated hereby are within Developer's  corporate power, or if
Developer is a partnership,  permitted  under  Developer's  written  partnership
agreement;

                             (5)  If  Developer  is  a  corporation,  copies  of
Developer's Articles of Incorporation, Bylaws, other governing documents and any
amendments  thereto,   including  the  resolution  of  the  Board  of  Directors
authorizing  entry into and  performance  of this  Agreement,  shall be promptly
furnished  to  Franchisor;  or, if  Developer  is a  partnership,  copies of the
written  partnership  agreement,  other  governing  documents and any amendments
thereto shall be promptly furnished to Franchisor  including evidence of consent
or approval of the entry into and performance of this Agreement by the requisite
number or  percentage  of partners,  if such  approval or consent is required by
Developer's written partnership agreement;

                             (6) If Developer is a corporation,  Developer shall
maintain a current list of all owners of record and all beneficial owners of any
class of voting securities of the corporation; or if Developer is a partnership,
Developer  shall  maintain a current  list of all owners of an  interest  in the
partnership. Such lists shall be furnished to Franchisor upon request;

                             (7) If Developer is a corporation,  Developer shall
maintain  stop-transfer  instructions against the transfer on its records of any
equity  securities  and each stock  certificate  of the  corporation  shall have
conspicuously  endorsed  upon its face a  statement  in a form  satisfactory  to
Franchisor  that it is held subject to and that further  assignment  or transfer
thereof  is  subject  to all  restrictions  imposed  upon  assignments  by  this
Agreement;  provided,  however,  that the requirements of this Subsection 6.C(7)
shall not apply to a publicly-held  corporation (as defined at Subsection 8.B(1)
hereof). If Developer is a partnership,  its written partnership agreement shall
provide that ownership of an interest in the  partnership is held subject to and
that further assignment or transfer is subject to all restrictions  imposed upon
assignments by this Agreement;

                             (8) Developer represents that: (a) Gerard Bisceglia
and Bart Brown,  Jr. are voting  members of the Board of  Directors of Developer
and (ii) together  constitute a majority of the voting members of the Board with
voting  control over the actions of the Board;  (or an approved  replacement  of
either or both of them; (b) that Gerard  Bisceglia and Bart Brown,  Jr.(or their

                                                                       "Midwest"
                                       9
<PAGE>
approved  replacements)  shall at all times during the term of this Agreement be
and  remain  voting  members of the Board of  Directors  of  Developer  and (ii)
together  constitute  a majority of the voting  members of the Board with voting
control over the actions of the Board;  and (c) that Developer  shall obtain the
prior  written   approval  of  Franchisor  of  any   replacement  or  subsequent
replacement  for or an  approved  replacement  of either or both of them  Gerard
Bisceglia and Bart Brown,  Jr. in accordance with the provisions of Section 8 of
this Agreement before either of them or any approved  replacement is replaced as
a member of the  Board.  Gerard  Bisceglia  or Bart  Brown,  Jr. or an  approved
replacement  of either  or both of them is  replaced  as a member of the  Board.
Notwithstanding the foregoing,  in the event the Board of Directors of Developer
is reduced to a single  director Board,  either Gerard  Bisceglia or Bart Brown,
Jr., or an approved replacement shall be the sole Director

                                            D. Developer acknowledges and agrees
that the  representations,  warranties and covenants set forth in Subsection 6.C
are continuing obligations of Developer and that any failure to comply with such
representations,  warranties and covenants shall  constitute a material event of
default under this Agreement pursuant to Subsection 7.C hereof.
                                                                       "Midwest"
                                       10
<PAGE>
7.             DEFAULT
               -------

               A. The rights  granted to Developer in this  Agreement  have been
granted in reliance on Developer's representations and assurances, among others,
that the  conditions  set forth in Sections 1, 3 and 4 of this Agreement will be
met by Developer in a timely  manner.  Time is of the essence in relation to all
obligations of Developer in this Agreement.

               B.  Developer  shall  be  deemed  to be  in  default  under  this
Agreement and all rights granted herein shall  automatically  terminate  without
notice to  Developer,  if  Developer  shall  become  insolvent or make a general
assignment for the benefit of creditors; or if a petition in bankruptcy is filed
under any chapter of Title 11 of the United  States Code by  Developer or such a
petition is filed against  Developer and not opposed by Developer;  or if a bill
in equity or other  proceeding for the appointment of a receiver of Developer or
other custodian for Developer's  business or assets is filed and consented to by
Developer;  or if a receiver or other  custodian  (permanent  or  temporary)  of
Developer's assets or property,  or any part thereof,  is appointed by any court
of competent  jurisdiction;  or if proceedings for a composition  with creditors
under any state or federal law should be instituted by or against Developer;  or
if a final  judgment  remains  unsatisfied  or of record for thirty (30) days or
longer (unless  supersedeas bond is filed); or if Developer is dissolved;  or if
execution is levied  against  Developer's  business or  property;  or if suit to
foreclose  any  lien or  mortgage  against  the  premises  or  equipment  of any
Restaurant developed hereunder is instituted against Developer and not dismissed
within thirty (30) days; or if the real or personal  property of any Restaurants
developed  hereunder shall be sold after levy thereupon by any sheriff,  marshal
or constable.

               C. If Developer fails to comply with the development schedule set
forth in Subsection 3.B hereof or any subsequent development schedule; Developer
or Developer's  Principals fail to comply with the  restrictions on confidential
information set forth in Subsection 6.B(4) or the requirements of Subsection 9.B
concerning  in-term  covenants  against  competition  (except  where  liquidated
damages  have been  otherwise  expressly  provided);  Developer  fails to obtain
execution of the covenants from the persons designated by Franchisor pursuant to
Subsections 6.B(5) and 9.G;  Developer breaches the warranties,  representations
and  covenants  set  forth  in  Subsection  6.C;  Developer  or any  partner  or
shareholder  makes or attempts to make a transfer or  assignment in violation of
Section 8 hereof;  Developer  fails to pay any monies owed to Franchisor  within
ten (10) days of the date the monies become due and payable;  Developer fails to
comply with any other terms and  conditions of this  Agreement,  or the terms of
any Franchise  Agreements or any other development  agreements between Developer
and Franchisor;  such action shall  constitute a material event of default under
this Agreement. Upon such default, Franchisor, in its discretion, may do any one
or more of the following:

                             (1) Terminate this Agreement and all rights granted
hereunder  without  affording  Developer  any  opportunity  to cure the default,
effective immediately upon notice to Developer;

                             (2) Provide  Developer a reasonable period of time,
not to exceed thirty (30) days after notice from  Franchisor,  to cure a default
which is susceptible to cure;
                                                                       "Midwest"
                                       11
<PAGE>
                             (3)  Reduce  the   number  of   Restaurants   which
Developer may establish pursuant to Subsection 1.A of this Agreement;

                             (4) Terminate the territorial  exclusivity  granted
Developer in Subsection 1.C hereof,  or reduce the Territory  granted  Developer
hereunder; or

                             (5) Accelerate the  development  schedule set forth
in Subsection 3.B hereof.

               D. Upon  termination of this  Agreement,  Developer shall have no
right to establish or operate any Restaurant for which a Franchise Agreement has
not been  executed by  Franchisor  and  delivered  to  Developer  at the time of
termination and Franchisor  shall be entitled to establish and to license others
to establish  Restaurants in the Territory  except as may be otherwise  provided
under  any  other  agreement  which is then in  effect  between  Franchisor  and
Developer.

               E. No default  under this  Agreement  shall  constitute a default
under any Franchise  Agreement  between the parties hereto,  unless  Developer's
acts or  omissions  also  violate  the terms and  conditions  of the  applicable
Franchise Agreement.



8.             TRANSFER OF INTEREST
               --------------------

               A.  Franchisor  shall have the right to  transfer  or assign this
Agreement and all or any part of its rights or obligations  herein to any person
or legal entity.

               B.  (1)  Developer  and  Developer's  Principals  understand  and
acknowledge  that the rights and duties set forth in this Agreement are personal
to Developer, and that Franchisor has granted the development rights in reliance
on the business skill,  financial capacity and business reputation and character
of the Developer . Accordingly,  neither Developer nor any initial or subsequent
successor  or  assign to any part of  Developer's  interest  in the  development
rights,  nor any  individual,  partnership,  corporation  or other  entity which
directly  or  indirectly  has or  owns  any  interest  in this  Agreement  or in
Developer shall sell, assign,  transfer,  convey, give away, pledge, mortgage or
otherwise  encumber any direct or indirect  interest in this Agreement or in any
entity which owns the  development  rights without the prior written  consent of
Franchisor; provided, however, that Franchisor's prior written consent shall not
be  required  for a transfer  of less than a five  percent  (5%)  interest  in a
publicly-held   corporation.   A  publicly-held  corporation  is  a  corporation
registered  pursuant to Section 12 under the Securities Exchange Act of 1934, as
amended. Any purported assignment or transfer, by operation of law or otherwise,
not having the written  consent of Franchisor  required by this  Subsection  8.B
shall be null and void and shall  constitute  a material  event of  default  for
which Franchisor may terminate this Agreement pursuant to Subsection 7.C hereof.

                             (2) Franchisor shall not unreasonably  withhold its
consent  to a  transfer  of any  interest  in  Developer  or in this  Agreement.
Franchisor may, in its sole  discretion,  require any or all of the following as
conditions of its approval:

                                            (a)  All  of   Developer's   accrued
monetary  obligations and all other 
                                                                       "Midwest"
                                       12
<PAGE>
outstanding obligations to Franchisor, its subsidiaries and its affiliates shall
have been satisfied;

                                            (b)  Developer  is not in default of
any provision of this Agreement,  any amendment hereof or successor  hereto,  or
any other agreement  between  Developer and Franchisor or its  subsidiaries  and
affiliates;

                                            (c)  The   transferor   shall   have
executed a general release, in a form satisfactory to Franchisor, of any and all
claims  against  Franchisor  and  its  officers,  directors,   shareholders  and
employees,  in their  corporate and individual  capacities,  including,  without
limitation,  claims  arising under this  Agreement and federal,  state and local
laws, rules and ordinances;

                                            (d) The transferee  shall enter into
a  written  agreement  in a form  satisfactory  to  Franchisor,  assuming  full,
unconditional,  joint and several liability for and agreeing to perform from the
date of the transfer,  all  obligations,  covenants and agreements  contained in
this Agreement; and as applicable,  transferee's spouse, shareholders,  partners
or other investors, shall also execute such agreement;

                                            (e) The transferee shall demonstrate
to Franchisor's  satisfaction the following:  that transferee meets the criteria
which Franchisor considers when reviewing a prospective  developer's application
for  development  rights  including  Franchisor's  educational,  managerial  and
business standards;  that transferee possesses a good moral character,  business
reputation  and credit rating;  that  transferee has the aptitude and ability to
conduct the franchised  businesses  contemplated  herein (as may be evidenced by
prior  related  business  experience  or  otherwise);  and that  transferee  has
reasonably  adequate financial  resources and capital to develop and operate the
franchised businesses;

                                            (f)  At  Franchisor's   option,  the
transferee shall execute (and/or,  upon  Franchisor's  request,  shall cause all
interested parties to execute),  the standard form of development agreement then
being  offered  to new  System  developers  and other  ancillary  agreements  as
Franchisor may require for the development of the Restaurants,  which agreements
shall  supersede this Agreement and its ancillary  documents in all respects and
the terms of which  agreements  may  differ  from the  terms of this  Agreement;
provided,  however,  that  the  transferee  shall  not be  required  to pay  any
development fee;

                                            (g)   Developer   and    Developer's
Principals  shall remain  liable for all of the  obligations  to  Franchisor  in
connection  with this  Agreement  incurred  prior to the  effective  date of the
transfer  and shall  execute any and all  instruments  reasonably  requested  by
Franchisor to evidence such liability;

                                            (h)  Developer  shall pay a transfer
fee of Five Thousand Dollars ($5,000.00), or such greater amount as is necessary
to reimburse  Franchisor for its reasonable  costs and expenses  associated with
reviewing the application to transfer,  including, without limitation, legal and
accounting fees;
                                                                       "Midwest"
                                       13
<PAGE>
                                            (i) If  transferee  is a corporation
or a partnership,  transferee  shall make and will be bound by any or all of the
representations,  warranties  and  covenants  set  forth  at  Subsection  6.C as
Franchisor   requests.   Transferee   shall  provide  to   Franchisor   evidence
satisfactory  to Franchisor that the terms of Subsection 6.C have been satisfied
and are true and correct on the date of the transfer.

                             (3)  Developer  acknowledges  and agrees  that each
condition  which must be met by the  transferee is  reasonable  and necessary to
assure such transferee's full performance of the obligations hereunder.

                             (4) In the  event  the  proposed  transfer  is to a
corporation formed solely for the convenience of ownership, Franchisor's consent
may be conditioned upon any of the requirements set forth at Subsection  8.B(2),
except that the  requirements set forth at Subsections  8.B(2)(c),  (e), (f) and
(h) shall not apply. With respect to a transfer to a corporation  formed for the
convenience  of ownership,  the  percentage of interest  owned in the transferee
shall be the same as that previously  owned in the transferor,  except as may be
required by law.


                             (5)  Notwithstanding  any other  provision  of this
Section 8, if: (a) together  Gerard  Bisceglia,  Bart Brown,  Jr. or an approved
replacement  of either or both of them shall no longer  constitute a majority of
the voting  members of the Board of Directors of Developer  with voting  control
over the actions of the Board, or (b) either Gerard  Bisceglia,  Bart Brown, Jr.
or an  approved  replacement  of  either  or both of them is no  longer a voting
member of the Board,  then under any of such  circumstances,  Franchisor may, at
its option,  terminate this Agreement  effective sixty (60) days after notice to
Developer

(5)            INTENTIONALLY DELETED.
               ----------------------

                             (6) With respect to the approval of any replacement
for Steven A. Sherman,  Joe W. Panter or a replacement  for Gerard  Bisceglia or
Bart Brown,  Jr. or any subsequently  approved  replacement of either or both of
them as a voting member of the Board of Directors of Developer,  Franchisor,  in
its sole discretion,  may require,  among others, any or all of the following as
conditions of its approval:

                             (a)  Developer  shall  not  be in  default  of  any
provision of this Agreement,  any amendment hereof or successor  hereto,  or any
other agreement  between  Developer and Franchisor,  or their  subsidiaries  and
affiliates;

                             (b) the  replacement  shall  enter  into a  written
agreement in a form  satisfactory  to Franchisor  agreeing to assume and perform
the covenants  and  agreements  contained  herein to be assumed and performed by
Developer's Principals; and

                             (c)   the   replacement    shall   demonstrate   to
Franchisor's  satisfaction  the following:  (i) that the  replacement  meets the
criteria which  Franchisor  considers  when reviewing a prospective  developer's
application  for  development  rights,   including   Franchisor's   educational,
managerial and business  standards,  (ii) that the replacement  possesses a good
moral  character,  business  reputation  
                                                                       "Midwest"
                                       14
<PAGE>
and credit rating,  and (iii) that the  replacement has the aptitude and ability
to  conduct  the  franchised  business  (as may be  evidenced  by prior  related
business experience or otherwise).

               C.  (1) Any  party  holding  any  interest  (including  interests
required to be  transferred  pursuant to Subsection  8.D hereof if such proposed
transfer  would  constitute  the  sale to or  purchase  by a third  party of any
interests in the  Franchisee,  the  franchised  business or this  Agreement)  in
Developer or in this  Agreement who desires to accept any bona fide offer from a
third party to purchase  such  interest  shall  promptly  notify  Franchisor  in
writing of each such offer, and shall provide such information and documentation
relating to the offer as Franchisor may require. Franchisor shall have the right
and option,  exercisable  within  thirty (30) days after receipt of such written
notification  and  documentation,  to send  written  notice to the  seller  that
Franchisor  intends to  purchase  the  seller's  interest  on the same terms and
conditions  offered by the third party.  Any material change in the terms of any
offer prior to closing  shall  constitute a new offer subject to the same rights
of first refusal by Franchisor  as in the case of an initial  offer.  Failure of
Franchisor  to exercise  the option  afforded by this  Subsection  8.C shall not
constitute a waiver of any other provision of this  Agreement,  including all of
the requirements of Subsection 8.B with respect to a proposed transfer.

                             (2) In the  event the  offer  from the third  party
provides  for  payment  of  consideration  other than cash or  involves  certain
intangible  benefits,  Franchisor may elect to purchase the interest proposed to
be sold for the  reasonable  equivalent  in cash.  If the parties  cannot  agree
within a reasonable  time on the  reasonable  equivalent in cash of the non-cash
part of the offer, an independent appraiser shall be designated by Franchisor to
determine such amount and his determination shall be final and binding.

                             (3) If  Franchisor  elects to  exercise  the option
described  above,  it shall have the right to set off one-half (1/2) of the cost
of the appraisal, if any, against any payment made hereunder.

               E.  Franchisor's  consent  to  a  transfer  of  any  interest  in
Developer or this  Agreement  shall not constitute a waiver of any claims it may
have  against  the  transferring  party,  nor  shall it be  deemed  a waiver  of
Franchisor's  right to  demand  exact  compliance  with any of the terms of this
Agreement by the transferee.

9.             COVENANTS
               ---------

               A.  Developer  covenants  that during the term of this  Agreement
except as otherwise  approved in writing by Franchisor,  Developer  shall devote
requisite  time,  energy  and best  efforts to meet its  obligations  under this
Agreement and shall require its Operators and Regional  Manager,  if applicable,
to devote full time,  energy and best efforts to the  management,  operation and
supervision of the franchised business and the Restaurants.

               B. Developer and Developer's Principals specifically  acknowledge
that  they  will  receive  valuable  specialized  training,  trade  secrets  and
confidential information,  including, without limitation,  information regarding
the site selection and other methods and techniques of Franchisor
                                                                       "Midwest"
                                       15
<PAGE>
and the System related to the  development of the  Restaurants  which are beyond
the present skills and experience possessed by Developer, Developer's Principals
and  Developer's  managers  and  other  employees.   Developer  and  Developer's
Principals  acknowledge  that such  training,  trade  secrets  and  confidential
information provide a competitive  advantage and will be valuable to them in the
development  of the  franchised  businesses  and  that  gaining  access  to such
training,  trade secrets and confidential  information are, therefore, a primary
reason why they are entering  into this  Agreement.  In  consideration  for such
training, trade secrets and confidential information,  Developer and Developer's
Principals covenant as follows:

                             (1) With respect to  Developer,  during the term of
this Agreement,  or with respect to each of Developer's  Principals,  during the
term of this  Agreement for so long as such  individual or entity  satisfies the
definition of "Developer's  Principal" as described in Subsection 13.A,  neither
Developer  nor  any  of  Developer's   Principals  shall,   either  directly  or
indirectly, for themselves, or through, on behalf of, or in conjunction with any
person, persons, partnership or corporation:


                                   (a) Divert or attempt to divert any  business
or  customer  of the  franchised  businesses  to any  competitor,  by  direct or
indirect inducement or otherwise, or do or perform, directly or indirectly,  any
other act injurious or prejudicial to the goodwill  associated with Franchisor's
Proprietary Marks and the System;

                                   (b) Employ or seek to employ any person  who,
is at that time or has within one (1) year been employed by Franchisor or by any
other developer or franchisee of Franchisor, or otherwise directly or indirectly
to induce such person to leave his or her employment thereat (for breach of this
covenant  and due to the  difficulty  of  establishing  the  precise  amount  of
damages,  for each breach of this covenant Developer agrees to pay to Franchisor
or other  developer of Franchisor as  appropriate,  liquidated  damage in amount
equal to the annualized  rate of compensation of such person in the final twelve
(12) months of employment with such former employer);

                                   (c) Own, maintain, operate, engage in or have
an ownership  interest  (including any right to share in revenues or profits) in
any business  offering  the same or similar  products and services as offered by
restaurants within the System.

                             (2) With  respect to  Developer,  for a  continuous
uninterrupted  period  commencing  upon the  expiration or  termination  of this
Agreement or with respect to each of  Developer's  Principals,  for a continuous
uninterrupted  period  commencing  upon the  earlier of: (i) the  expiration  or
termination of this Agreement or (ii) the time such  individual or entity ceases
to satisfy the definition of "Developer's  Principal" as described in Subsection
13.A, and

                                   (a)  For  one  (1)  year  thereafter  neither
Developer  nor  any  of  Developer's   Principals  shall,   either  directly  or
indirectly, for themselves, or through, on behalf of, or in conjunction with any
person, persons, partnership or corporation:

                                        (i)  Divert or  attempt  to  divert  any
business or customer of the "Midwest" 
                                       16
<PAGE>
franchised  businesses to any  competitor,  by direct or indirect  inducement or
otherwise, or do or perform, directly or indirectly,  any other act injurious or
prejudicial to the goodwill  associated with Franchisor's  Proprietary Marks and
the System;

                                        (ii) Employ or seek to employ any person
who is at that time or has within one (1) year been employed by Franchisor or by
any other  developer or  franchisee  of  Franchisor,  or  otherwise  directly or
indirectly  to induce such person to leave his or her  employment  thereat  (for
breach of this covenant and due to the  difficulty of  establishing  the precise
amount of damages,  for each breach of this covenant  Developer agrees to pay to
Franchisor or other developer of Franchisor as appropriate, liquidated damage in
amount equal to the annualized  rate of compensation of such person in the final
twelve (12) months of employment with such former employer);

                                        (iii) Own, maintain,  operate, engage in
or have an  ownership  interest  (including  any right to share in  revenues  or
profits) in any business  offering the same or similar  products and services as
offered by restaurants  within the System,  which business is, or is intended to
be, located within the Territory; and

                                   (b)  For  one  (1)  year  thereafter  neither
Developer  nor  any  of  Developer's   Principals  shall,   either  directly  or
indirectly, for themselves, or through, on behalf of, or in conjunction with any
person, persons,  partnership or corporation own, maintain,  operate, engage in,
or have any interest  (including  any right to share in the revenues or profits)
in any business offering the same or similar products and services as offered by
restaurants  within the System,  which  business  is, or (ii) to future food and
beverage  operations  which are not e System.  intended to be,  located within a
radius of three (3) miles of any restaurant in the System.

                      (3) Subsections  9.B(1)(c),  9.B(2)(a)(iii)  and 9.B(2)(b)
shall not apply: (i) to an ownership  interest of less than five percent (5%) of
the outstanding equity securities of any publicly-held  company if such interest
is owned for investment only and not owned by an officer, director,  employee or
consultant of such publicly-held company;

                             (ii) to future food and beverage  operations  which
are not the  same or  substantially  similar  in  concept,  decor  or  menus  to
restaurants with the System.

               C. The parties agree that each of the foregoing  covenants  shall
be  construed  as  independent  of any  other  covenant  or  provision  of  this
Agreement.  If all or any  portion  of a  covenant  in  this  Section  9 is held
unreasonable or unenforceable by a court or agency having valid  jurisdiction in
an  unappealed  final  decision to which  Franchisor  is a party,  Developer and
Developer's  Principals  expressly  agree  to be bound  by any  lesser  covenant
subsumed  within  the terms of such  covenant  that  imposes  the  maximum  duty
permitted by law, as if the  resulting  covenant were  separately  stated in and
made a part of this Section 9.

               D.   Developer  and   Developer's   Principals   understand   and
acknowledge  that Franchisor  shall have the right, in its sole  discretion,  to
reduce the scope of any covenant set forth in Subsection 9.B of this  Agreement,
or any portion  thereof,  without  their  consent,  effective  
                                                                       "Midwest"
                                       17
<PAGE>
immediately  upon written  notice to Developer  and  Developer  and  Developer's
Principals  agree that they  shall  comply  forthwith  with any  covenant  as so
modified,  which shall be fully  enforceable  notwithstanding  the provisions of
Section 14 hereof.

               E. Developer and Developer's  Principals expressly agree that the
existence of any claims they may have against Franchisor, whether or not arising
from this  Agreement,  shall not  constitute  a defense  to the  enforcement  by
Franchisor of the covenants in this Section 9.

               F. Developer and each of Developer's  Principals  acknowledge and
agree:  (1) that any failure to comply with the  covenants  in this Section 9 or
any failure to obtain  execution of the covenants in Subsection  9.G below shall
constitute  a  material  event  of  default  under  Subsection  7.C;  (2) that a
violation of the  requirements  of this  Section 9 would  result in  irreparable
injury to Franchisor for which no adequate  remedy at law may be available;  and
(3) therefore,  Franchisor shall be entitled,  in addition to any other remedies
which  it  may  have  hereunder,  at  law,  or in  equity,  to  obtain  specific
performance  of or an injunction  against the violation of the  requirements  of
this Section 9, without the necessity of showing actual or threatened damage and
without  being  required  to  furnish a bond or other  security.  If  Franchisor
prevails,  Developer  and  Developer's  Principals  agree to pay all  costs  and
expenses  (including  reasonable  attorneys'  fees)  incurred by  Franchisor  in
connection with the enforcement of this Section 9, including  enforcement of the
agreements referred to in Subsection 9.G below.

               G. Developer shall, prior to arranging any training or disclosing
any confidential information,  require its Representative,  Regional Manager, if
applicable,  and such other supervisory or managerial  employees of Developer as
Franchisor  shall designate to execute  covenants  similar to those set forth in
this  Section  9 and in  Section  6  (including  covenants  applicable  upon the
termination of a person's relationship with Developer).  Every covenant required
shall be in a form satisfactory to Franchisor,  including,  without  limitation,
specific  identification  of  Franchisor  as a third party  beneficiary  of such
covenants with the independent right of enforcement.  Such covenants shall be in
a form substantially  similar to the Confidentiality  Agreement and Covenant Not
to Compete  attached  hereto as Exhibit D. Developer  shall be  responsible  for
compliance by its employees with such covenants.

10.  NOTICES AND PAYMENTS
     --------------------

               A. All notices required to be given hereunder shall be in writing
and shall be sent by  personal  delivery or by  certified  or  registered  mail,
return receipt requested to the respective parties.

               If directed to  Franchisor,  the notice shall be addressed to TGI
Friday's Inc., attention General Counsel, 7540 LBJ Freeway Dallas, Texas 75251.

               If directed to Developer or  Developer's  Principals,  the notice
shall be addressed to Developer, at the address shown on the first page hereof.

                                                                       "Midwest"
                                       18
<PAGE>
               Any notices sent by certified or registered  mail shall be deemed
given at the time of mailing.  Any change in the  foregoing  addresses  shall be
effected by giving  fifteen (15) days written notice of such change to the other
party.

               Unless otherwise  specified,  all payments required to be made by
Developer to Franchisor  under this  Agreement  are due and payable  immediately
upon  demand  and/or  receipt  of any  billing  therefore  and  shall be sent by
personal  delivery or by mail,  postage  prepaid,  and directed to Franchisor as
shown above.
                                                                       "Midwest"
                                       19
<PAGE>
11.  INDEPENDENT CONTRACTOR AND INDEMNIFICATION
     ------------------------------------------

               A. It is  understood  and agreed by the parties  hereto that this
Agreement does not create a fiduciary  relationship between them, that Developer
is an independent contractor,  and that nothing in this Agreement is intended to
constitute  either  party an  agent,  legal  representative,  subsidiary,  joint
venturer, partner, employee, employer, joint employer,  enterprise or servant of
the other for any purpose whatsoever.

               B.  Developer  shall  hold  itself  out  to the  public  to be an
independent contractor operating pursuant to this Agreement. Developer agrees to
take such actions as shall be necessary to that end.

               C.  Developer   understands  and  agrees  that  nothing  in  this
Agreement authorizes  Developer to make any contract,  agreement,  warranty,  or
representation on Franchisor's  behalf, or to incur any debt or other obligation
in Franchisor's name; and that Franchisor shall in no event assume liability for
or be deemed  liable  hereunder  for any such action;  nor shall  Franchisor  be
deemed  liable by reason of any act or omission of  Developer  in the conduct of
its business  pursuant to this Agreement,  or for any claim or judgment  arising
therefrom

               D. (1) Developer and each of Developer's  Principals will, at all
times,  indemnify  and hold  harmless to the  fullest  extent  permitted  by law
Franchisor, its corporate affiliates,  successors and assigns and the respective
directors,  officers,  employees, agents and representatives of each (Franchisor
and all others  hereinafter  collectively  "Indemnitees")  from all  "losses and
expenses"  (as defined  below)  incurred in  connection  with any action,  suit,
proceeding, claim, demand, investigation or inquiry (formal or informal), or any
settlement  thereof  (whether  or not a formal  proceeding  or  action  has been
instituted) which arises out of or is based upon any of the following, provided,
however,  such  indemnity  shall not  extend to any  liability,  claim,  demand,
damages or action to the extent that the  liability is  determined  to have been
caused by  Franchisor  or by a product  which  Developer is required to purchase
from  Franchisor  and to the extent that the product so  purchased  has not been
adulterated or modified by Developer and has been used in the manner  prescribed
by Franchisor, if any:

                                   (a) The infringement,  alleged  infringement,
or any other  violation or alleged  violation by Developer or any of Developer's
Principals of any patent,  mark or copyright or other proprietary right owned or
controlled by third parties.

                                   (b)  The   violation,   breach  or   asserted
violation  or  breach  by  Developer  or any of  Developer's  Principals  of any
contract, federal, state or local law, regulation, ruling, standard or directive
or any industry standard.

                                   (c)  Libel,  slander  or any  other  form  of
defamation  of  Developer  or the System,  by  Developer  or any of  Developer's
Principals.

                                   (d) The  violation  or breach by Developer or
any of  Developer's  
                                                                       "Midwest"
                                       20
<PAGE>
Principals  of any  warranty,  representation,  agreement or  obligation in this
Agreement.

                                   (e) Acts, errors or omissions of Developer or
any of its agents, servants,  employees,  contractors,  partners,  affiliates or
representatives.


                              (2) Developer and each of  Developer's  Principals
agrees to give Franchisor notice of any such action,  suit,  proceeding,  claim,
demand, inquiry or investigation.  At the expense and risk of Developer and each
of  Developer's  Principals,  Franchisor  may  elect  to  assume  (but  under no
circumstance  is obligated to undertake),  the defense and/or  settlement of any
such action, suit, proceeding, claims, demand, inquiry or investigation. Such an
undertaking by Franchisor  shall, in no manner or form,  diminish the obligation
of Developer and each of Developer's  Principals to indemnify  Franchisor and to
hold it harmless.

                              (3) In order to protect  persons or  property,  or
its reputation or goodwill, or the reputation or goodwill of others,  Franchisor
may, at any time and without  notice,  as it, in its judgment deems  appropriate
consent or agree to settlements or take such other remedial or corrective action
as it deems  expedient  with  respect to the action,  suit,  proceeding,  claim,
demand,  inquiry or investigation if, in Franchisor's  sole judgment,  there are
reasonable grounds to believe that:

                                   (a)  any  of  the   acts   or   circumstances
enumerated in Subsection 11.D(1) above have occurred; or

                                   (b) any act,  error, or omission of Developer
or any of Developer's  Principals  may result  directly or indirectly in damage,
injury or harm to any person or any property.

                                   (a) All losses and  expenses  incurred  under
this Section shall be chargeable to and paid by Developer or any of  Developer's
Principals  pursuant  to  its  obligations  of  indemnity  under  this  Section,
regardless of any actions,  activity or defense  undertaken by Franchisor or the
subsequent success or failure of such actions, activity or defense.

                                   (b) As  used  in  this  Section,  the  phrase
"losses  and  expenses"   shall  include,   without   limitation,   all  losses,
compensatory,  exemplary or punitive damages,  fines, charges,  costs, expenses,
lost profits,  attorneys'  fees,  court costs,  settlement  amounts,  judgments,
compensation for damages to the Franchisor's  reputation and goodwill,  costs of
or resulting from delays,  financing,  costs of  advertising  material and media
time/space,  and costs of changing,  substituting or replacing the same, and any
and all expenses of recall, refunds, compensation, public notices and other such
amounts incurred in connection with the matters described.

                              (5)   Indemnitees  do  not  assume  any  liability
whatsoever for acts, errors, or omissions of those with whom Developer or any of
Developer's  Principals may contract,  regardless of the purpose.  Developer and
each of Developer's Principals shall hold harmless and indemnify Indemnitees for
all losses and expenses which may arise out of any acts,  errors or omissions of

                                                                       "Midwest"
                                       21
<PAGE>
these third parties.

                              (6) Under no  circumstances  shall  Indemnitees be
required or obligated to seek recovery from third parties or otherwise  mitigate
their  losses  in  order  to  maintain  a  claim  against  Developer  or  any of
Developer's Principals. Developer and each of Developer's Principals agrees that
the failure to pursue such  recovery or mitigate  loss will in no way reduce the
amounts  recoverable  by  Indemnitees  from  Developer  or  any  of  Developer's
Principals.

                              (7) Notwithstanding anything in this Section 11 to
the  contrary,  the  obligation  to  indemnify  shall not  extend to (i)  losses
resulting from a breach of this Agreement by Franchisor,  or the willful conduct
or negligent act or omission of  Franchisor;  or (ii) to the extent such loss is
covered by insurance benefiting Franchisor.

12.  APPROVALS, WAIVERS AND REMEDIES
     -------------------------------

               A.  Whenever this  Agreement  requires the approval or consent of
Franchisor, Developer shall make a timely written request to Franchisor for such
approval or consent.

               B.  Franchisor  makes no  warranties  or  guarantees  upon  which
Developer  may rely and assumes no liability or  obligation  to Developer or any
third party to which it would not otherwise be subject, by providing any waiver,
approval,  advice,  consent,  or services to Developer in  connection  with this
Agreement, or by reason of any neglect, delay or denial of any request therefor.

               C. No failure of Franchisor to exercise any power  reserved to it
by  this  Agreement,  or to  insist  upon  strict  compliance  by  Developer  or
Developer's Principals with any obligation or condition hereunder, and no custom
or practice of the parties at variance with the terms hereof, shall constitute a
waiver or estoppel of Franchisor's  right to demand exact compliance with any of
the terms herein and Developer and each of Developer's  Principals  warrants and
undertakes that it shall not rely on such failure, custom or practice. Waiver by
Franchisor  of any  particular  default  by  Developer  or  any  of  Developer's
Principals  shall not affect or impair  Franchisor's  rights with respect to any
subsequent  default of the same,  similar or different nature,  nor shall delay,
forbearance,  or omission of  Franchisor  to exercise any power or right arising
out of any breach or default by its other  developers  or by Developer or any of
Developer's  Principals of any of the terms,  provisions,  or covenants  hereof,
affect  or impair  Franchisor's  right to  exercise  the  same,  nor shall  such
constitute  a waiver  by  Franchisor  of any  right  hereunder,  or the right to
declare any subsequent  breach or default and to terminate this Agreement  prior
to the  expiration  of its term.  Subsequent  acceptance  by  Franchisor  of any
payments due to it hereunder shall not be deemed to be a waiver by Franchisor of
any preceding breach by Developer of any terms,  covenants or conditions of this
Agreement. The provisions of this Subsection 12.C. shall apply mutatis mutandis.

               D.  All  rights  and  remedies  of the  parties  hereto  shall be
cumulative  and not  alternative,  in addition to and not exclusive of any other
rights or remedies  which are  provided  for herein or which may be available at
law or in equity in case of any breach, failure or default or threatened breach,
failure or default of any term,  provision or condition of this  Agreement.  The
rights and 
                                       22
<PAGE>
remedies of the parties hereto shall be continuing and shall not be exhausted by
any one or more uses  thereof,  and may be exercised at any time or from time to
time as often as may be  expedient;  and any option or  election  to enforce any
such  right or  remedy  may be  exercised  or taken at any time and from time to
time.  The  expiration  of  earlier  termination  of this  Agreement  shall  not
discharge or release  Franchisor  or Developer  from any liability or obligation
then accrued,  or any liability or obligation  continuing beyond, or arising out
of, the expiration or earlier termination of this Agreement.

               E. Nothing  herein  contained  shall bar either  party's right to
obtain injunctive relief against  threatened  conduct that will cause it loss or
damages,  under the usual  equity  rules,  including  the  applicable  rules for
obtaining restraining orders and preliminary injunctions.

13.  SEVERABILITY AND CONSTRUCTION
     -----------------------------

               A. The term  "Developer's  Principals"  as used in this Agreement
shall mean Main Street and Main Incorporated, a Delaware corporation.

               B. Except as  expressly  provided to the  contrary  herein,  each
portion,  section,  part,  term  and/or  provision  of this  Agreement  shall be
considered severable;  and if, for any reason, any portion,  section, part, term
and/or  provision  herein is  determined  to be invalid and  contrary  to, or in
conflict  with,  any existing or future law or  regulation  by a court or agency
having valid  jurisdiction,  such shall not impair the  operation of or have any
other affect upon such other portions,  sections, parts, terms and/or provisions
of this Agreement as may remain intelligible, and the latter will continue to be
given  full  force and  effect and bind the  parties  hereto;  and said  invalid
portions,  sections,  parts, terms and/or provisions shall be deemed not to be a
part of this Agreement.

               C. Developer and  Developer's  Principals  expressly  agree to be
bound by any promise or covenant  imposing  the maximum  duty  permitted  by law
which is subsumed  within the terms of any provision  hereof,  as though it were
separately  articulated  in and made a part of this  Agreement,  that may result
from striking from any of the provisions  hereof any portion or portions which a
court may hold to be unreasonable and unenforceable in a final decision to which
Franchisor is a party,  or from reducing the scope of any promise or covenant to
the extent  required to comply  with such a court  order or to the extent  which
Franchisor in its sole discretion may otherwise determine.

               D. All captions in this  Agreement  are  intended  solely for the
convenience  of the  parties,  and none shall be deemed to affect the meaning or
construction of any provision hereof.

               E. All references  herein to the masculine,  neuter,  or singular
shall be construed to include the masculine,  feminine, neuter, or plural, where
applicable;  and  all  acknowledgments,   promises,  covenants,  agreements  and
obligations  herein made or undertaken by Developer  shall be deemed jointly and
severally  undertaken  by all  those  executing  this  Agreement  on  behalf  of
Developer.

               F. This Agreement may be executed in several parts, and each copy
so executed shall 
                                                                       "Midwest"
                                       23
<PAGE>
be deemed an original.

               G. Except as expressly  provided to the contrary herein,  nothing
in this Agreement is intended, nor shall be deemed, to confer upon any person or
entity other than Developer,  Franchisor,  Franchisor's officers, directors, and
employees,  and such of Developer's and Franchisor's  respective  successors and
assigns as may be  contemplated  (and, as to Developer,  permitted) by Section 8
hereof, any rights or remedies under or by reason of this Agreement.

               H. This  Agreement  will  become  effective  only upon  execution
hereof by the President or a vice president of Franchisor.

14.  ENTIRE AGREEMENT
     ----------------

               This  Agreement,  the  documents  referred  to  herein,  and  the
Exhibits  hereto  constitute  the entire,  full and complete  agreement  between
Franchisor  and  Developer  concerning  the  subject  matter  hereof  and  shall
supersede  all  prior  agreements,   no  other  representations  having  induced
Developer  to  execute  this  Agreement.  THERE ARE NO  WARRANTIES,  EXPRESS  OR
IMPLIED,  OF FAIR  DEALING OR  OTHERWISE,  BETWEEN THE PARTIES  OTHER THAN THOSE
EXPRESSLY  SET  FORTH  IN THIS  AGREEMENT.  EXCEPT  THOSE  PERMITTED  TO BE MADE
UNILATERALLY BY FRANCHISOR HEREUNDER, NO AMENDMENT, CHANGE OR VARIANCE FROM THIS
AGREEMENT  SHALL BE BINDING ON EITHER  PARTY  UNLESS  MUTUALLY  AGREED TO BY THE
PARTIES AND EXECUTED IN WRITING.

15.  APPLICABLE LAW
     --------------

               A.  DEVELOPER  AND  DEVELOPER'S   PRINCIPALS   ACKNOWLEDGE   THAT
FRANCHISOR MAY GRANT NUMEROUS DEVELOPMENT RIGHTS THROUGHOUT THE UNITED STATES ON
TERMS AND CONDITIONS  SIMILAR TO THOSE SET FORTH IN THIS AGREEMENT,  AND THAT IT
IS OF MUTUAL BENEFIT TO DEVELOPER AND  DEVELOPER'S  PRINCIPALS AND TO FRANCHISOR
THAT THESE TERMS AND CONDITIONS BE UNIFORMLY INTERPRETED. THEREFORE, THE PARTIES
AGREE  THAT TO THE EXTENT  THAT THE LAW OF THE STATE OF TEXAS DOES NOT  CONFLICT
WITH LOCAL FRANCHISE INVESTMENT STATUTES, RULES AND REGULATIONS, TEXAS LAW SHALL
APPLY TO THE  INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT AND SHALL GOVERN
ALL QUESTIONS WHICH ARISE WITH REFERENCE HERETO.  NOTWITHSTANDING THE ABOVE, THE
PARTIES RECOGNIZE THAT THE STATE IN WHICH A POST-TERMINATION  OR POST-EXPIRATION
COVENANT AGAINST  COMPETITION WILL BE ENFORCED HAS THE SIGNIFICANT PUBLIC POLICY
INTEREST:  AND,  THEREFORE,  WITH RESPECT TO ANY ACTION REGARDING SUCH COVENANTS
CONTAINED IN THIS AGREEMENT, THE LAW OF THE STATE IN WHICH THE COVENANT WOULD BE
ENFORCED SHALL APPLY.
                                                                       "Midwest"
                                       24
<PAGE>
               B. THE  PARTIES  AGREE  THAT ANY  CLAIM,  CONTROVERSY  OR DISPUTE
ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE  PERFORMANCE  THEREOF WHICH
CANNOT BE  AMICABLY  SETTLED,  EXCEPT AS  OTHERWISE  PROVIDED  HEREIN,  SHALL BE
RESOLVED BY A PROCEEDING IN A COURT IN DALLAS COUNTY,  TEXAS,  AND DEVELOPER AND
DEVELOPER'S PRINCIPALS EACH IRREVOCABLY ACCEPT THE JURISDICTION OF THE COURTS OF
THE STATE OF TEXAS AND THE FEDERAL COURTS  LOCATED IN DALLAS  COUNTY,  TEXAS FOR
SUCH CLAIMS,  CONTROVERSIES OR DISPUTES;  PROVIDED, HOWEVER, WITH RESPECT TO ANY
ACTION WHICH INCLUDES INJUNCTIVE RELIEF, FRANCHISOR MAY BRING SUCH ACTION IN ANY
STATE WHICH HAS JURISDICTION.

               C. The parties  agree that  service of process in any  proceeding
arising out of or relating to this Agreement or the  performance  thereof may be
made as to Developer and Developer's  Principals by serving a person of suitable
age and  discretion  (such as the person in charge of the office) at the address
of Developer  specified in this Agreement and as to  Franchisor,  by serving the
President or a vice  president of  Franchisor at the address of Franchisor or by
serving Franchisor's registered agent.
                                                                       "Midwest"
                                       25
<PAGE>
16.  ACKNOWLEDGMENTS
     ---------------

               A.  Developer  acknowledges  that it has conducted an independent
investigation  of the business  contemplated by this  Agreement,  and recognizes
that it involves  business  risks and that the success of the venture is largely
dependent  upon  the  business  abilities  of  Developer.  FRANCHISOR  EXPRESSLY
DISCLAIMS THE MAKING OF, AND DEVELOPER  ACKNOWLEDGES THAT IT HAS NOT RECEIVED OR
RELIED UPON,  ANY WARRANTY OR GUARANTY  EXPRESS OR IMPLIED,  AS TO THE POTENTIAL
VOLUME,  PROFITS,  OR  SUCCESS  OF THE  BUSINESS  VENTURE  CONTEMPLATED  BY THIS
AGREEMENT.

               B.   Developer   acknowledges   that   Franchisor   has  made  no
representations about the development rights granted herein that are contrary to
the terms of this  Agreement  or the  documents  referred to herein and Exhibits
attached hereto, and further  represents to Franchisor,  as an inducement to its
entry into this  Agreement,  that  Developer has made no  misrepresentations  in
obtaining the development rights granted herein.

               C.  Developer  acknowledges  that  it  has  received,   read  and
understood  this  Agreement,  the documents  referred to herein and the Exhibits
attached  hereto  and that  Franchisor  has  accorded  Developer  ample time and
opportunity  to consult with  advisors of  Developer's  own  choosing  about the
potential benefits and risks of entering into this Agreement.

               D.  Developer  acknowledges  that it received a complete  copy of
this  Agreement,  the  documents  referred to herein and the  Exhibits  attached
hereto,  at  least  five (5)  business  days  prior  to the  date on which  this
Agreement was executed.  Developer further acknowledges that it has received the
disclosure  document  required by the Trade Regulation Rule of the Federal Trade
Commission  entitled  "Disclosure   Requirements  and  Prohibitions   Concerning
Franchising and Business  Opportunity  Ventures" at least ten (10) business days
prior to the date on which this Agreement was executed.

17.  RESTATED AGREEMENT
     ------------------

               This  Development  Agreement  amends and  restates  that  certain
Development  Agreement  dated June 26, 1989,  as Amended and Restated  April 17,
1995
                                                                       "Midwest"
                                       26
<PAGE>
               IN  WITNESS  WHEREOF,  the  parties  hereto  have duly  executed,
sealed, and delivered this Agreement on the day and year first above written.


ATTEST:                                   TGI FRIDAY'S INC.

                                          By:
                                              --------------------------------
                                          Name:
                                                ------------------------------
                                          Title:
                                                 -----------------------------


                                          MAIN ST. MIDWEST, INC.

                                          By:
                                              --------------------------------
                                          Name:
                                                ------------------------------
                                          Title:
                                                 -----------------------------


               Main  Street  and Main  Incorporated  acknowledges  and agrees as
follows:

               (1) it has read the terms and conditions of this Agreement;

               (2) it is a  "Developer's  Principals" as described in Subsection
13.A of this Agreement; and

               (3) it is bound as a  Developer's  Principal as set forth in this
Agreement and is obligated to perform thereunder.


                                          Developer's Principal


                                          MAIN STREET AND MAIN INCORPORATED

                                          By:
                                              --------------------------------
                                          Name:
                                                ------------------------------
                                          Title:
                                                 -----------------------------

                                                                       "Midwest"
                                       27
<PAGE>
                                    EXHIBIT A
                                    ---------

                                  THE TERRITORY
                                  -------------


(1)            The following counties in the State of Kansas:

Anderson                            Johnson    
Atchison                            Leavenworth
Doniphan                            Linn       
Douglas                             Miami      
Franklin                            Wyandotte  
                                    

(2)            The following counties in the State of Nebraska:

Burt                                Otoe       
Butler                              Pawnee     
Cass                                Richardson 
Colfax                              Sarpy      
Cuming                              Saunders   
Dodge                               Seward     
Douglas                             Washington 
Johnson                             
Nemaha

(3)            The following counties in the State of Missouri:

Andrew                              Grundy    
Atchison                            Henry     
Bates                               Jackson   
Caldwell                            Johnson   
Carroll                             Lafayette 
Cass                                Linn      
Clay                                Livingston
Clinton                             Pettis    
Daviess                             Platte    
DeKalb                              Ray       
Gentry                              Saline