AMENDED AND RESTATED

                            ASSET PURCHASE AGREEMENT


      AMENDED AND RESTATED ASSET PURCHASE  AGREEMENT (this  "Agreement") made as
of the 17th day of March 1998 by and  between  RJR  HOLDINGS,  INC.,  a Delaware
corporation  ("Seller"),  and MAIN ST. CALIFORNIA,  INC., an Arizona corporation
("Buyer").

                                    Recitals:

      A. Seller  conducts  the business of ownership  and  operation  ("Seller's
Business") of seven  existing and open T.G.I.  Friday's  restaurants  located in
California and more particularly identified hereinbelow ("Restaurants"), each of
which is covered by a franchise agreement (the "Franchise  Agreements") with TGI
Friday's  Inc.  ("TGIF").  Each of the  Restaurants  is  operated  pursuant to a
specified system of standards,  specifications and operating procedures mandated
by TGIF (the "T.G.I. Friday's System").

      B. The parties hereto desire to effect the purchase by Buyer of the assets
hereinafter  described of Seller  related to the  ownership and operation of the
Restaurants.

      C. Seller and Buyer  heretofore  entered into that certain Asset  Purchase
Agreement dated December 23, 1997 covering the sale of assets of Seller to Buyer
and that  certain  First  Amendment  to Asset  Purchase  Agreement  and  Interim
Management  Agreement  and  Security  Agreement  dated  December  29, 1997 which
amended  said Asset  Purchase  Agreement  (said  Asset  Purchase  Agreement,  as
heretofore  amended,  is  hereinafter   sometimes  referred  to  as  the  "Prior
Agreement").

      D.  Seller  and  Buyer  heretofore  entered  into  an  Interim  Management
Agreement  dated December 23, 1997 (the  "Management  Agreement")  providing for
management of the operations of the  Restaurants by Buyer pending the Closing of
the Prior  Agreement.  Buyer has managed of the  operations  of the  Restaurants
pursuant to the Management  Agreement since December 23, 1997 (the "Commencement
Date").

      E. Seller and Buyer  heretofore  entered into a Security  Agreement  dated
December 23, 1997 (the "Security  Agreement") pursuant to which Seller granted a
security interest in assets of Seller to Buyer to secure payment and performance
of obligations of Seller under the Prior  Agreement,  the Management  Agreement,
and the Security Agreement.

      F. On December 29, 1997,  Buyer loaned to Seller the sum of $195,427.47 by
wire  transfer of that sum (the "First  Loan") to an account at Wells Fargo Bank
in the name of  Continental  Consulting  Corp.  to cover  Seller's  payroll  and
related  taxes through  December 22, 1997.  Said sum has been expended by Seller
for that purpose.

      G. Since December 29, 1997 to the date hereof, Buyer has loaned additional
sums to
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Seller by  paying  various  obligations  of Seller  (collectively,  the  "Second
Loan").

      H.  Seller  will  require  an  additional  loan or loans from Buyer to pay
various  obligations  of  Seller  from  the  date  hereof  to the  Closing  Date
(collectively,  the "Future Loans"). For purposes hereof, interest paid by Buyer
to, or accrued in favor of, Franchise  Mortgage  Acceptance  Company or TGIF for
the period  March 3, 1998  through  the first to occur of April 29,  1998 or the
Closing Date shall constitute Future Loans.

      I.  Immediately  following the  execution and delivery of this  Agreement,
Seller  intends to make a general  assignment  for the benefit of creditors (the
"Assignment") to Credit Managers Association of California (the "Assignee"). The
date on which the Assignment is made is referred to as the "Assignment Date."

      J. The parties hereto now desire to amend and restate the Prior  Agreement
in its  entirety as set forth  herein and to amend and  supplement  the Security
Agreement as set forth herein.  Capitalized terms herein which are not otherwise
defined herein have the meanings  given to them in the  Management  Agreement or
the Security Agreement.

                                   Agreements:

      NOW,  THEREFORE,  in  consideration  of the foregoing  premises and of the
mutual covenants  hereinafter set forth, the parties hereto agree that the Prior
Agreement  is hereby  amended and  restated  in its  entirety as follows and the
Security Agreement is amended and supplemented as hereinafter provided:

Section 1. Purchased Assets.

      1.1 Assets and Properties to be Purchased.  Seller hereby agrees,  subject
to all the terms and conditions of this Agreement,  to make a general assignment
for the benefit of creditors of Seller with the understanding  that the assignee
of such  assets  (the  "Assignee")  will  sell  them to Buyer on the  terms  and
conditions set forth herein if there are no other  qualified  buyers pursuant to
Section 17.6 hereof,  and Buyer  agrees to buy all of the  following  assets and
properties  (the  "Purchased  Assets"),  on the terms and  conditions  set forth
herein, free and clear of all liabilities,  obligations, liens and encumbrances,
except as set forth in  Section  2.1  hereof,  at the  Closing  provided  for in
Section 11 hereof (the "Closing"):

              (a) Leased Real Estate. All right, title and interest of Seller in
and to the real property  leases  described on Schedule  1.1(a) (the "Leases" or
the "Leased Properties"). The Leased Properties shall be conveyed free and clear
of any liabilities of Seller which encumber the Leased Properties, except as set
forth in Section 2.1 hereof.

              (b) Improvements.  All of the right,  title and interest of Seller
in and to the  buildings  and all other  improvements,  fixtures and  structures
located on the Leased  Properties,  including those described in Schedule 1.1(b)
(collectively, the "Improvements").

              (c)  Personal  Property.  All of the right,  title and interest of
Seller in and to any
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and all personal property  utilized in connection with the businesses  conducted
in the Restaurants and at Seller's  corporate  headquarters  (including any such
assets  held under  capital  leases),  including,  but not  limited  to, the (i)
mechanical systems,  fixtures and equipment  comprising a part of or attached to
or  located  in the  Restaurants;  (ii)  pylons  and  other  signs,  silverware,
glassware, and other utensils and dishes, tables, chandeliers, lamps, stained or
leaded glass, marble tops, fans, televisions, clocks, carpets, drapes, art work,
memorabilia, paintings, posters, graphics and other furnishings and comprising a
part  of or  attached  to or  located  in  the  Restaurants,  including  without
limitation,  any furnishings  located in business offices or party rooms;  (iii)
maintenance  equipment and tools owned by Seller and used in connection with the
Restaurants;  (iv) stoves, ovens, refrigerators,  walk-in cold storage boxes and
other kitchen equipment and other machinery, equipment, fixtures, keys, and; (v)
the  inventory  and  supplies in such  quantity  and  quality as is  customarily
maintained on the Leased  Properties by Seller and meeting minimum  requirements
of TGIF under each Franchise  Agreement,  including  food,  beverages,  spirits,
dishes,  china, silver,  glassware,  paper goods,  promotional items,  uniforms,
linens  and all other  inventory  and  supplies  (the  "Inventory"),  and office
equipment  used in Restaurants  and Seller's  corporate  headquarters  and which
personal  property is presently  located in, on or used in  connection  with the
Restaurants,  or is hereafter  acquired in the ordinary course of business,  and
replacements of Inventory used in the ordinary course of business (collectively,
the "Personal Property"),  including,  but not limited to, the Personal Property
described on Schedule 1.1(c).

              (d)  Contracts.   All  rights  and  interests  of  Seller  in  all
agreements, contracts and operating leases relating to the Restaurants set forth
in Schedule 1.1(d)  (collectively,  the "Contracts");  provided,  however,  that
Buyer shall not be obligated to assume or perform any obligation or liability of
Seller  pursuant  to any  contract  or  agreement  except  as and to the  extent
specifically provided in accordance with Section 2.1 below.

              (e) Ancillary Assets.  All right, title and interest in and to all
permits,  licenses  (including  liquor  licenses),  certificates  of  occupancy,
governmental approvals, site plans, surveys, plans and specifications, marketing
materials  and  floor  plans  which  relate  to  the  Restaurants,   the  Leased
Properties, the Improvements or the Personal Property to the extent transferable
(the "Ancillary Assets").

              (f) Computer Software and Hardware.  All of Seller's right,  title
and interest in and to all computer  software and hardware  owned,  leased under
operating leases or licensed by or to Seller, which is located at or exclusively
used for the  Restaurants  that is not  otherwise  prohibited  from  transfer by
contract  between Seller and the owner thereof,  including those items described
in Schedule 1.1(f).

              (g) Telephone  Numbers.  All of Seller's right, title and interest
in  and  to  all  telephone  and  facsimile  numbers  used  by  Seller  for  the
Restaurants, including those described in Schedule 1.1(g).

              (h) Documents.  All of the right,  title and interest of Seller in
and to all information and  documentation  of Seller  regarding the Restaurants,
including,  but not limited to, surveys,  title reports, tax assessment records,
engineering and building plans and
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specifications and reports (such as environmental  reports),  as-built drawings,
development  plans,  plats, site plans,  zoning materials,  leases,  guarantees,
contracts,  combinations  to all locks on or in the  Restaurants  and all books,
records  and  files  relating  to the  ownership,  management  and/or  operation
(including those relating to financial matters and employees) and correspondence
pertaining to that portion of Seller's Business relating solely to the operation
of the Restaurants  (other than Seller's corporate minute books and stock record
books) (collectively,  the "Documents").  Buyer agrees to allow Seller access to
said  records at all  reasonable  hours upon  forty-eight  hours prior notice by
Seller after the Closing.

              (i) Franchise Agreements.  All of the right, title and interest of
Seller in and to the Franchise Agreements described in Schedule 1.1(i).

              (j) Development Agreement. All of the right, title and interest of
Seller in the Development Agreement described in Schedule 1.1(j).

              (k) Trademarks and Licenses.  All of the right, title and interest
of Seller in and to the trademarks, service marks, trade names and copyrights to
the extent  that the same are used in  connection  with the  Restaurants  as now
conducted  and all licenses  pursuant to which Seller may be entitled to use any
of the  foregoing,  provided  that the Seller  shall retain the right to use the
same in connection with its businesses conducted away from the Restaurants.

      1.2 Assets and  Properties  Excluded  from Sale.  Except as expressly  set
forth  in  Section  1.1  hereof,  no  assets  of  Seller  shall be sold to Buyer
hereunder but instead shall remain the sole property of Seller.  In  particular,
Seller  shall  retain all of its  accounts  and rebates  receivable  and use the
proceeds thereof to pay liabilities of Seller.

Section 2. Liabilities Assumed By Buyer.

      2.1 Assumed Liabilities. Buyer hereby agrees, subject to all the terms and
conditions  of this  Agreement,  to assume at the  Closing the  liabilities  and
obligations  of Seller and the  Assignee  arising  after the date of the Closing
(the "Closing Date") under the Leases,  the Contracts,  any operating  leases or
licenses under which Seller has the right to use computer  software and hardware
identified in Schedule  1.1(f),  the Franchise  Agreements  and the  Development
Agreement. In addition, Buyer agrees, subject to all the terms and conditions of
this  Agreement,  to assume the  liabilities  and  obligations of Seller and the
Assignee set forth in Schedule 2.1 (the "Assumed  Liabilities")  as of the dates
set forth in Schedule  2.1. In connection  therewith,  Buyer agrees to indemnify
and hold harmless the Assignee and Seller and its shareholders, Joseph F. Khoury
and Ronald I.  Brendzel,  and their  spouses  from and against all  liabilities,
suits, actions,  proceedings,  claims,  demands,  losses,  damages, fees, costs,
penalties and expenses (including, but not limited to, reasonable attorney's and
accountant's  fees) arising out of liabilities and obligations of Seller and the
Assignee assumed by Buyer pursuant to this Section 2.1.

      2.2  Liabilities  Not  Assumed.  Except as  specifically  provided  for in
Section 2.1 above or allocations  provided under Section 3.3 of this  Agreement,
Buyer assumes no other
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<PAGE>
obligations  or  liabilities  of Seller,  whether  known or unknown,  matured or
unmatured,  liquidated  or  unliquidated,  fixed  or  contingent  or  otherwise,
including,  without  limitation,  contracts of Seller not  specified in Schedule
1.1(f).

Section 3. Title Insurance, Interim Management Agreement, Allocations, Etc.

      3.1 Title Insurance. As soon as reasonably possible after the date of this
Agreement, Seller has provided Buyer preliminary commitments for title insurance
issued by Lawyers Title  Insurance  Company,  with copies of all  exceptions set
forth therein,  insuring Buyer's interest in the Leases.  The cost of such title
insurance will be borne equally by Seller and Buyer.  Buyer may notify Seller of
its disapproval of any exception shown in the preliminary commitment (other than
the lien of real  estate  taxes for the  current  calendar  year not yet due and
payable,  those  defects or  encumbrances  identified  on Schedule  3.1,  rights
reserved  in federal  patents or state deeds and  building  or use  restrictions
general to the district (the "Permitted  Exceptions").  If, within ten (10) days
after the  receipt of such  notice  Seller has not  removed or given  reasonable
written  assurances to Buyer that such disapproved  exception(s) will be removed
before  the  Closing  Date,  Buyer  may,  at its  option  within  ten (10)  days
thereafter,  terminate  this  Agreement by giving notice of such  termination to
Seller.  On such  termination,  all rights and  obligations  of Seller and Buyer
under this Agreement shall terminate and be of no further force or effect. Buyer
may elect to waive any disapproved exceptions and close on the remaining terms.

      3.2 Interim Management Agreement.  On and after the Assignment Date to and
including  the  Closing  (or  the  date of  termination  of  this  Agreement  as
hereinafter provided),  Buyer shall manage the operations of the Restaurants for
the Assignee  pursuant to the New  Management  Agreement  referred to in Section
9.11(c) below.  The Assignee shall grant to Buyer a security  interest in all of
the assets of the  assignment  estate to secure the payment of any obligation of
the Assignee  under the New Management  Agreement or this Agreement  pursuant to
the New Security  Agreement  referred to in Section  9.11(c)  below.  The period
beginning  with  the  Commencement  Date and  concluding  with  the  Closing  or
termination  of this  Agreement,  if earlier,  is  referred  to as the  "Interim
Period."

      3.3  Allocations.  Results of  operations  of the  Restaurants  during the
Interim  Period shall be for the account of Buyer as provided in the  Management
Agreement and the New Management  Agreement.  The expenses described in Schedule
3.3 hereto  will be  prorated  between  Buyer and Seller as of the  Commencement
Date. Any fees,  transfer taxes,  intangible  taxes or other such taxes or other
transfer  costs  (including  attorney  fees and  expenses)  associated  with the
transfer of the Purchased Assets (including the Ancillary Assets) to Buyer shall
be  allocated  between  Seller and Buyer in the manner  provided in Schedule 3.3
hereto.  Costs  incurred in order to obtain  Buyer's  financing to complete this
acquisition  (such as appraisal  fees,  lender title  insurance,  etc.) shall be
solely  Buyer's cost.  Buyer shall bear sales taxes on the sale of sales taxable
assets covered by this Agreement.

      3.4  Security  Agreement.  Seller and Buyer  heretofore  entered  into the
Security Agreement pursuant to which Seller granted to Buyer a security interest
in all or substantially
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all of the assets of Seller as collateral  for the  obligations  of Seller under
this  Agreement,  the  Management  Agreement,  and the Security  Agreement.  The
Assignee  and Buyer will enter into the New Security  Agreement  provided for in
Section  9.11(c) below upon the  Assignment  provided for in Section 9.11 below.
The Breakup Fee (provided  for and defined in Section 17.6 hereof),  First Loan,
Second Loan, and any and all Future Loans (collectively,  the "Loans"),  and the
obligations  of Seller and the Assignee  under this  Agreement,  the  Management
Agreement,  the New Management Agreement,  the Security Agreement and/or the New
Security  Agreement,  including  Secured  Party  Expenses  incurred in enforcing
payment of any such debts and  obligations if there is an Event of Default,  are
included  in the  Obligations  secured  by the  Security  Agreement  and the New
Security  Agreement.  Seller will pay all Secured Party  Expenses if there is an
Event of Default  under the Security  Agreement.  The Loans,  including  Secured
Party Expenses if there is an Event of Default, will be paid in full to Buyer by
Seller at the Closing  or, if  earlier,  on  termination  of the New  Management
Agreement.

Section 4. Purchase Price.

      4.1 Amount of Purchase  Price.  The purchase price (the "Purchase  Price")
for all of the  Purchased  Assets  (including  Inventories)  shall be the sum of
Eight   Million   Six  Hundred   Thousand   Six   Hundred   Ninety-Two   Dollars
($8,600,692.00).

      4.2 Payment of Purchase Price. At the Closing,  Buyer shall pay the entire
Purchase Price in the following manner:

              (a)  Assumption of  Liabilities.  A portion of the Purchase  Price
equal  to the  current  balance  due on the  Assumed  Liabilities  set  forth on
Schedule  2.1 hereof as of the dates set forth in Schedule 2.1 which are assumed
by Buyer shall be paid by Buyer's assumption of those Assumed Liabilities; and

              (b)  Cancellation  of Loans. A portion of the Purchase Price equal
to the Loans owed to Buyer at the Closing shall be paid by Buyer's  cancellation
of the Loans at the Closing; and

              (c) Cash Payment.  The balance of the Purchase Price shall be paid
at the Closing by wire transfer to the Assignee.

      4.3  Allocation of Purchase  Price.  Buyer and Seller agree that the total
Purchase  Price shall be  allocated  to the  Purchased  Assets in the manner set
forth in Schedule  4.3 hereto.  Buyer and Seller agree that the  allocation  set
forth in  Schedule  4.3 has been made in  accordance  with the  requirements  of
Section  1060  of the  Internal  Revenue  Code  of  1986,  as  amended,  and any
applicable Treasury Regulations promulgated  thereunder.  Buyer and Seller, each
at its own expense,  agree to file  appropriate  forms with the Internal Revenue
Service setting forth the  information  required to be furnished to the Internal
Revenue  Service  by  Section  1060  and  the  applicable  Treasury  Regulations
thereunder.

Section 5. Seller's Representations and Warranties.
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      To induce Buyer to enter into this Agreement and for the benefit of Buyer,
Seller represents and warrants as follows:

      5.1  Corporate  Status  and  Authority.   Seller  is  a  corporation  duly
organized,  validly existing and in good standing under the laws of the state of
its  incorporation.  Immediately  prior to the Assignment  Date,  Seller had the
requisite corporate power and authority to own, operate and lease its assets and
properties  and to carry on its  business  as now  being  conducted  and is duly
qualified  to do  business  in all  jurisdictions  in which  the  nature  of its
business  requires  such  qualification.  The  execution  and  delivery  of this
Agreement, the Management Agreement and the Security Agreement and the making of
the Assignment have been validly authorized by all necessary corporate action of
Seller,  including,  but not limited to, shareholder approval,  and each of this
Agreement,  the Management Agreement and the Security Agreement  constitutes the
valid, legal and binding obligation of Seller enforceable in accordance with its
terms.

      5.2   Financial   Statements.   The   financial   statements   ("Financial
Statements")  of Seller  regarding the  Restaurants for 1995 and 1996 (copies of
which have been  delivered to Buyer) were prepared in accordance  with the books
and  records  of  Seller  and  requirements  established  by TGIF  applied  on a
consistent  basis  throughout  the periods  involved and with past periods,  and
correctly,  fairly and  accurately  present the results of  operations of Seller
regarding each of the Restaurants for the periods indicated. Seller has provided
Buyer with  copies of Store  Income  Estimates  for the first  eleven  months of
calendar year 1997,  which estimates  substantially  reflect the items set forth
thereon.

      5.3 Books and Records. The books of account and other corporate records of
Seller with respect to the Restaurants are complete and accurate in all material
respects,  have been maintained in accordance with customary  business practices
and the matters contained  therein are appropriately  reflected in the Financial
Statements.

      5.4 Real  Estate.  Seller has set forth in  Schedule  5.4 a listing of the
location, basis of occupancy, square footage and seating capacity of each of the
Restaurants.  Seller has  delivered  to Buyer a true and  accurate  copy of each
lease and other document  pursuant to which Seller leases or otherwise  occupies
each of the Restaurants (collectively, "Real Estate Documents"). With respect to
the Restaurants,  Seller does not have any interest as owner, lessor,  lessee or
otherwise in any real estate except as set forth in Schedule 5.4.  Except as set
forth in Schedule 5.4,  Seller has not received  notice from any landlord of any
Leased Property that Seller is in default of any terms, conditions or provisions
of any Lease.  The Leases are in good standing and, except for the making of the
Assignment,  no  condition  exists  which,  with the passage of time,  giving of
notice,  or both,  would lead to a default under any of the Leases.  There is no
existing, proposed or, to Seller's knowledge, contemplated plan to widen, modify
or realign any street or highway adjoining any Leased Property, or any existing,
proposed or contemplated eminent domain proceedings, or private purchase in lieu
thereof, relating to any Leased Property or any portion thereof.

      5.5 Subsidiaries and Joint Ventures. Seller's Business with respect to the
Restaurants has not been conducted through any subsidiary of Seller or any other
affiliate.
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      5.6  Ownership of Assets and  Properties.  Seller has good and  marketable
title to all of the  Purchased  Assets and Buyer will  acquire from the Assignee
good and marketable title to all of the Purchased Assets at the Closing.  All of
such  assets  and  properties  are  owned and will be  conveyed  to Buyer at the
Closing free and clear of all liens,  mortgages,  pledges,  security  interests,
restrictions,  prior  assignments,  encumbrances  and  claims of every  kind and
character, except as disclosed in Schedule 5.6.

      5.7 Condition of Assets and  Properties.  Except as otherwise set forth in
Schedule  5.7, to the  knowledge of Seller,  as of the  Commencement  Date,  the
buildings, equipment, fixtures, furniture, furnishings, office equipment and all
other tangible  personal assets and properties  comprising the  Improvements and
the  Personal  Property,  are in good  operating  condition  and in a  state  of
reasonable  maintenance  and  repair,  ordinary  wear and tear  excluded.  Buyer
acknowledges and agrees that the Improvements and the Personal  Property will be
sold to Buyer pursuant to this Agreement on an "As-Is, Where-Is" basis.

      5.8 Taxes.  Except as set forth in Schedule 5.8,  Seller has filed all tax
returns and reports  required to be filed with all appropriate  federal,  state,
foreign and local taxing authorities with respect to Restaurants and has paid in
full  all  taxes  and  assessments  (including,  but  not  limited  to,  income,
withholding,  excise,  unemployment,   Social  Security,  occupation,  transfer,
franchise,  property, sales and use taxes, lease taxes, import duties or charges
and all penalties and interest in respect thereof) required to have been paid to
date with respect to Restaurants.  To the best of Seller's  knowledge,  such tax
returns  and  reports  are  correct  in all  material  respects.  To the best of
Seller's  knowledge,  each such tax return accurately reflects the proper income
and allowable expenses and deductions of Seller for the periods covered thereby,
and the tax, if any, relating thereto.

      5.9  Compliance  with Law and  Other  Regulations.  Except as set forth in
Schedule 5.9, to the best of the knowledge of Seller,  Seller is in  substantial
compliance  with all  requirements  (including  those relating to  environmental
matters)  of  federal,  state  and  local  law,  and  all  requirements  of  all
governmental bodies and agencies having jurisdiction over it, the conduct of its
business,  the use of its assets and properties and all premises occupied by it.
With respect to the Restaurants,  to the best of Seller's knowledge, there is no
environmental contamination, toxic waste or other discharge, spill, construction
component,  structural  element or condition,  other than cleaning  solvents and
other substances  normally used in the day-to-day  operations of businesses such
as the  Restaurants,  adversely  affecting any of the Leased  Properties nor has
Seller  received any official  notice or citation that the Leased  Properties in
any way  contravene  any federal,  state or local law or regulation  relating to
environmental,  health or  safety  matters,  including  without  limitation  any
requirements  of  the  Comprehensive  Environmental  Response  Compensation  and
Liability  Act  ("CERCLA")  nor any  OSHA  requirements.  Without  limiting  the
foregoing,  Seller has properly filed all reports,  paid all monies and obtained
all licenses,  permits,  certificates and authorizations  needed or required for
the conduct of its  business  and the use of its assets and  properties  and the
premises occupied by it in connection therewith and is in substantial compliance
in all respects with all conditions,  restrictions  and provisions of all of the
foregoing.  Seller has not received any notice from any federal,  state or local
authority or any insurance or inspection
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body that any of its  assets,  properties,  facilities,  equipment  or  business
procedures  or practices  fails to comply with any  applicable  law,  ordinance,
regulation,  building or zoning law, or requirement  of any public  authority or
body.

      5.10 Labor, Employment Contracts, and Employee Benefit Programs. Except as
set forth in Schedule 5.10, with respect to  Restaurants,  Seller is not a party
to any  collective  bargaining  agreement,  employment  agreement or independent
contractor agreement,  and Seller has not experienced any labor problems or is a
party to any pending or  threatened  labor  dispute.  Seller has complied in all
material  respects with all applicable  provisions of the Employment  Retirement
Income Security Act of 1974, as amended ("ERISA"), and with all other applicable
federal,  state and local laws relating to the  employment of labor,  including,
but not limited to, the provisions thereof relative to wages, hours,  collective
bargaining,  working  conditions and payment of taxes of any kind, and Seller is
not liable for any  arrears of wages or any taxes or  penalties  for  failure to
comply  with  any of the  foregoing  nor does it have  any  obligations  for any
vacation,  sick leave or other compensatory time except as set forth in Schedule
5.10. Schedule 5.10 summarizes all employee benefit programs Seller provides for
employees at Restaurants.

      5.11  Litigation.  Except as set forth in Schedule  5.11,  with respect to
Restaurants,  there are no suits, actions, claims, arbitrations,  administrative
or other proceedings or governmental  investigations  pending or, to the best of
Seller's knowledge, threatened against or affecting Seller, its right to conduct
its business or the assets and  properties  being  transferred  hereunder in any
court or before or by any federal, state, local or other governmental department
or agency,  and neither  Seller nor its business  nor the assets and  properties
being  transferred  hereunder are subject to or directly  affected by any order,
judgment, award, decree or ruling of any court or governmental agency.

      5.12  Insurance.  There is in  effect  at  present,  and there has been in
effect at all times since January 1, 1996 with respect to the  Restaurants,  (a)
public  liability  and workers'  compensation  insurance,  (b) fire and extended
coverage  insurance  (including  earthquake  coverage) and (c) general liability
insurance,  including product liability and liquor liability  insurance.  Seller
has not  received  notice  from or on behalf of any issuer of any such policy of
its  intention  to  cancel or  refuse  to renew  any  policy  issued by it or to
increase the cost of premiums thereunder.

      5.13 Agreement Not in Breach of Other Instruments  Affecting  Seller.  The
contracts,  agreements and leases set forth in Schedule 5.13 require the consent
or authorization of third parties for the transfer,  assignment  and/or sublease
of said  instruments.  The  requirement of approvals or  authorizations  for the
transfer,  assignment  and/or sublease of such contracts,  agreements and leases
shall  be  a  condition  precedent  to  Closing.  Except  for  those  contracts,
agreements  and leases set forth on Schedule 5.13, and except as the same may be
affected by the Assignment,  the execution and delivery of this  Agreement,  the
Management  Agreement  and the Security  Agreement and the  consummation  of the
transactions  contemplated hereby and thereby,  and the fulfillment of the terms
hereof and thereof,  will not violate any  provision of, or result in the breach
of any term or provision of, or result in the termination or modification of, or
constitute a default under, or conflict with, or cause the
                                       9
<PAGE>
acceleration  of any  obligation  under,  or  permit  any  party  to  modify  or
terminate,  any loan agreement,  note, debenture,  indenture,  mortgage, deed of
trust,  lease,  contract,  agreement  or  other  obligation  of any  description
relating to the  Restaurants  (including  any Lease,  Contract,  Document,  Real
Estate Document,  Franchise Agreement or Development  Agreement) to which Seller
is a party or by which Seller is bound, or any judgment,  decree, order or award
of any court,  governmental  body or arbitrator or any  applicable  law, rule or
regulation.

      5.14  Actions in the Ordinary  Course of Business.  Except as set forth in
Schedule  5.14 since  September  30,  1997,  Seller has not with  respect to the
Restaurants:

              (a) taken any action  except in the  ordinary  and usual course of
business;

              (b)  borrowed  any money or  become  contingently  liable  for any
obligation or liability of another;

              (c) incurred any debt,  liability or  obligation  of any nature to
any party  except for  obligations  arising  from the  purchase  of goods or the
rendition of services in the ordinary course of business;

              (d)  failed  to use its best  efforts  to  preserve  its  business
organization  intact,  to keep  available  the  services  of its  employees  and
independent  contractors,  or to preserve its relationships  with its customers,
suppliers and others with which it deals; or

              (e)  increased  or  committed  to  increase  the  salary,  fee  or
compensation  of any employee,  independent  contractor,  agent,  firm or person
performing services for any of the Restaurants.

      5.15 No Material Adverse Change. Except as set forth in (i) Schedule 5.15,
(ii) the Management  Agreement,  and (iii) the making of the  Assignment,  since
September  30,  1997,  there  has not been and there is not  threatened  (a) any
material  adverse  change  in the  results  of  operations  or  business  of the
Restaurants,  (b) any  material  physical  loss or  damage  to any of  assets or
properties or to the premises  occupied by the Restaurants  (whether or not such
damage or loss is covered by insurance),  or (c) any other event or condition of
any character which has materially and adversely affected,  or may be reasonably
expected to materially and adversely affect, the assets,  properties,  business,
prospects or affairs of the Restaurants.

      5.16 Compliance with  Requirements of TGIF.  Seller has furnished to Buyer
true and accurate copies of each Franchise Agreement relating to the Restaurants
and the Development Agreement. Except as set forth in Schedule 5.16 , Seller has
not received notice from TGIF that Seller is in default of the terms, conditions
or provisions of any Franchise Agreement or the Development Agreement. Except as
set forth in Schedule 5.16, each of the Franchise Agreements and the Development
Agreement is valid,  binding and enforceable in accordance with its terms,  each
Franchise  Agreement is in good standing and no condition exists which (with the
passage of time,  the giving of notice,  or both) would lead to a default  under
any such agreement,  and Seller has performed all of its obligations  under each
Franchise Agreement and the Development  Agreement in accordance with its terms;
and is
                                       10
<PAGE>
operating each of the  Restaurants  substantially  in accordance with the T.G.I.
Friday's  System.  With  respect  to the  Restaurants,  except  as set  forth in
Schedule  5.16,  Seller has no  agreements or  understandings  (written or oral)
with,  or  obligations  to, TGIF that will survive the Closing and be binding on
Buyer other than as set forth in the Franchise  Agreements  and the  Development
Agreement.

      5.17 All Necessary Assets Transferred.  At the Closing, the Assignee shall
have  transferred  to Buyer the Purchased  Assets,  which shall  constitute  all
assets necessary for Buyer to operate the Restaurants in substantially  the same
manner as operated by Seller on the Commencement Date, except for necessary cash
accounts and prepaid items.

      5.18  Payments to  Affiliates.  Except as otherwise  described in Schedule
5.18 hereto,  since December 1, 1997, no money has been paid and no property has
been  transferred  by or in behalf of Seller to or for the  benefit of Joseph F.
Khoury,  Ronald I. Brendzel,  any other shareholder of Seller, any member of the
family of any of such persons or  shareholders,  or any affiliate of any of such
persons or shareholders,  including,  without limitation, Wesco Restaurant Group
of Hawaii,  Inc.  and JKF  Restaurants,  Inc.  or any  Insider  (as such term is
defined in Section 1800 of the  California  Civil Code) of any of the  foregoing
(collectively, the "Affiliates").

      5.19  Statements  and  Other   Documents  Not  Misleading.   Neither  this
Agreement,  including all schedules and exhibits hereto, nor any other financial
statement,  document or other  instrument  furnished  or  delivered by Seller to
Buyer in connection  with the  transactions  contemplated  hereby,  contains any
untrue  statement of a material  fact or omits to state a material fact required
to be stated in order to make such statement,  document or other  instrument not
misleading. In addition to the foregoing,  Seller has not failed to inform Buyer
as to any material fact relating to the business, assets, properties,  prospects
or affairs relating to the Restaurants.

Section 6. Buyer's Representations and Warranties.

      To  induce  Seller to enter  into  this  Agreement,  Buyer  represent  and
warrants as follows:

      6.1 Entity Status and Authority. Buyer is duly organized, validly existing
and in good standing under the laws of its state of organization.  The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated  hereby have been validly  authorized  by all  appropriate  company
action.

      6.2  Agreement  Not in  Breach of Other  Instruments.  The  execution  and
delivery of this Agreement,  the consummation of the  transactions  contemplated
hereby, and the fulfillment of the terms hereof,  will not violate any provision
of the articles of incorporation or by-laws of Buyer nor will they result in the
breach of any term or provision of, or constitute a default  under,  or conflict
with, or cause the  acceleration  of any obligation  under,  any loan agreement,
note, debenture,  indenture, mortgage, deed of trust, lease, contract, agreement
or other  obligation of any description to which Buyer is a party or by which it
is bound,  or any judgment,  decree,  order or award of any court,  governmental
body or
                                       11
<PAGE>
arbitrator, or any applicable law, rule or regulation.

      6.3 Intention of Buyer.  As of the date hereof,  Buyer intends to complete
the purchase of the Purchased Assets  contemplated by this Agreement and, except
for the occurrence of a material  adverse change  affecting the Purchased Assets
or the failure of a material  condition to Buyer's  obligation  to complete such
purchase (other than accuracy of Seller's  representations  and warranties as of
the Closing Date as set forth in Section  9.11  hereof)  between the date hereof
and the Closing  Date,  Buyer knows of no reason why it will not  complete  such
purchase.

Section 7. Continuation and Survival of Representations and Warranties.

      Except as the same may be affected  by the  transactions  contemplated  by
this Agreement,  each of the  representations  and warranties  contained in this
Agreement  shall be true and  correct on and as of the  Closing  Date.  All such
representations and warranties shall survive the Closing and the consummation of
the  transactions  contemplated  by this  Agreement  for a period of one hundred
twenty days following the Closing Date.

Section 8. Seller's Covenants.

      Seller  agrees  with  respect to the  Restaurants  and  Seller's  interest
therein  that,  between the date hereof and the Closing  Date,  or following the
Closing Date:

      8.1 Untruth of  Representations  and Warranties.  Seller shall not take or
suffer or permit any action which would render untrue any of the representations
or  warranties  of Seller  herein  contained,  nor shall Seller omit to take any
action,  the omission of which would render  untrue any such  representation  or
warranty.

      8.2  Conduct of  Business.  The  operations  of the  Restaurants  shall be
conducted in the manner provided in the New Management Agreement.

      8.3  Preservation of  Organization.  Seller shall no take any action which
would  interfere  with the ability of Buyer (a) to  preserve  intact the present
business organizations of the Restaurants, (b) to keep available the services of
employees, independent contractors and agents of Seller for the Restaurants, (c)
to maintain the present goodwill and favorable  relationships of the Restaurants
with landlords,  suppliers, customers and all others having business dealings or
relationships  with the Restaurants,  (including  TGIF), and (d) to preserve and
maintain in force all Franchise  Agreements,  Development  Agreement,  licenses,
registrations,  franchises,  trademarks,  copyrights,  bonds and  other  similar
rights of Seller regarding or relating to the Restaurants.

      8.4 Maintenance of Insurance. Buyer will maintain in force during the term
of the New  Management  Agreement  insurance  as provided in the New  Management
Agreement.  Buyer will arrange to include the Assignee as an additional  insured
under such insurance upon the Assignment referred to in Section 9.11 hereof.
                                       12
<PAGE>
      8.5  Maintenance  of Assets  and  Properties.  Except  for the  Assignment
contemplated  by Section 9.11 hereof or as  otherwise  permitted by Section 17.6
hereof,  Seller and the Assignee shall not, without the prior written consent of
Buyer, convey any interest in the Restaurants or subject the Restaurants, or any
portion thereof, to any additional liens, encumbrances or similar matters.

      8.6 Employees. Seller, with respect to the Restaurants, shall not increase
the  compensation  of or benefits for any  employee,  independent  contractor or
agent, hire any employee or engage any independent contractor or agent.

      8.7 Licenses and Permits.  Seller shall  cooperate with Buyer in obtaining
all necessary  permits and licenses (and where possible will assign such permits
and licenses to Buyer)  (including  liquor  licenses) and consents  necessary to
continue  operating the Restaurants after the Closing as operated on the date of
this Agreement.

      8.8 Delivery of  Disclosure  Schedules.  To the extent that the  Schedules
contemplated by Section 5 of this Agreement (the "Disclosure Schedules") are not
delivered  to Buyer prior to the  execution of this  Agreement,  within ten days
following the date of this  Agreement,  Seller shall deliver to Buyer a complete
set of such Disclosure Schedules in form and substance reasonably  acceptable to
Buyer.

      8.9 Effect of  Management  Agreement and  Assignment.  In the event of any
conflict  between  any  of the  provisions  of  this  Section  8 and  any of the
provisions of the New Management Agreement, the applicable provisions of the New
Management Agreement shall prevail and control and the conflicting provisions of
this Section 8 shall be disregarded. Seller shall not be deemed to have breached
any of its  obligations  under  this  Section  8 as a result  of any  action  or
omission of Buyer in performing or breaching  any of its  obligations  under the
New Management Agreement. Seller shall not be deemed to have breached any of its
obligations  under this Section 8 as a result of the  Assignment  referred to in
Section 9.11 hereof. Section 9. Buyer's Conditions Precedent to Closing.

      The  obligations of Buyer  hereunder and its obligations to consummate the
Closing  provided  for  herein  shall be  subject  to the  following  conditions
precedent, any one or more of which may be waived by Buyer:

      9.1 Compliance With Agreements and Covenants.  Seller shall have performed
and complied in all material respects with each of its agreements, covenants and
obligations  under this  Agreement to be performed on or prior to the Assignment
Date. The Assignee  shall have  performed and complied in all material  respects
with each of its agreements,  covenants and obligations  under this Agreement to
be  performed  on or  prior  to the  Closing  Date,  except  those  calling  for
performance after the Closing Date.

      9.2 No Material Adverse Change.  There shall have been no material adverse
change after the date of this Agreement in the business,  assets,  properties or
financial  condition  of the  Restaurants  taken as a whole other than  material
adverse changes directly resulting from
                                       13
<PAGE>
actions  taken by the Buyer as manager of  Restaurants  pursuant to the terms of
the Management Agreement without the consent or approval of the Assignee.

      9.3 Absence of  Litigation or  Proceedings.  No  litigation,  governmental
action or other  proceedings  shall have been  threatened  or commenced  against
Seller  with  respect to any matter or against  any person  with  respect to the
consummation  of the  transactions  provided for herein which, in the reasonable
judgment of Buyer,  would make it  impractical to consummate the purchase of the
Purchased  Assets  on the  terms and  conditions  set  forth in this  Agreement.
Notwithstanding the foregoing, Buyer promises to use its commercially reasonable
best efforts in  cooperation  with Seller to complete such purchase  despite any
such litigation,  governmental  action, or proceedings provided that, in Buyer's
reasonable  judgment,  the costs to Buyer to complete such purchase would not be
materially  increased  in  relation  to the  Purchase  Price as a result of such
litigation, governmental action, or proceedings.

      9.4 Approval by Buyer. All actions, proceedings, instruments and documents
required to perform  this  Agreement  or incident  thereto,  and all other legal
matters  (including  assurances  as to the  due  organization,  existence,  good
standing,  corporate  power and  qualification  to do  business  of Seller;  the
authorization,  power and  authority  of Seller to execute,  deliver and perform
this  Agreement;  the  absence of any  violation  by Seller of its  articles  of
incorporation,  by-laws  or  contractual  obligations  or its  violation  of any
applicable  laws,  regulations  or orders;  and the  absence  of any  litigation
involving Seller with respect to the  Restaurants),  shall have been approved by
Buyer and its counsel, which approval shall not be unreasonably withheld.

      9.5 Real  Estate  Matters.  To the  extent  required  by the  Leases,  all
landlords  shall have  consented to the  assignment of the Leased  Properties to
Buyer or, in the alternative,  Buyer shall have negotiated, for execution at the
Closing,  new leases for any of the Leased  Properties  on terms and  conditions
satisfactory  to Buyer.  Buyer shall have received from each of the landlords of
the Leased Properties  estoppel  certificates or other written assurance in form
and  substance  reasonably  acceptable  to Buyer and its Lender and its counsel,
confirming  that each  Lease is in full  force and  effect,  that no  default or
breach exists thereunder, and such other facts pertaining to each Lease as Buyer
may reasonably request. Buyer shall use its commercially reasonable best efforts
in cooperation with Seller to obtain such consents and estoppel certificates.

      9.6  Approval  by  TGIF.   TGIF  shall  have  approved  the   transactions
contemplated  hereby including the transfer of the Franchise  Agreements and the
Development  Agreement to Buyer in a manner  reasonably  satisfactory  to Buyer.
Without  limiting  the  foregoing,  Buyer shall have  obtained  from TGIF,  with
Seller's  cooperation,  satisfactory  assurances  that  the  Restaurants  are in
compliance in all material  respects with the Franchise  Agreements  and that no
condition  exists  with  respect to the  Restaurants  which,  with the giving of
notice  and/or  passage of time,  or both,  would result in the  occurrence of a
default under any of the Franchise  Agreements or the Development  Agreement and
Buyer  shall use its best  efforts to obtain  from TGIF a release of any and all
obligations  of  Seller  under  the  Franchise  Agreements  and the  Development
Agreement. Buyer shall use its commercially reasonable
                                       14
<PAGE>
best efforts in  cooperation  with Seller to obtain such  approval and assurance
from Friday's.

      9.7  Amendment  of  Development  Agreement.  TGIF shall have  executed  an
amendment to the Development Agreement containing terms reasonably  satisfactory
to Buyer. Buyer will use its commercially reasonable best efforts in cooperation
with Seller to obtain such amendment.

      9.8  Amendment  To FMAC  Loan  Agreement.  Franchise  Mortgage  Acceptance
Company  ("FMAC") shall have executed  amendments to its Loan Agreement (and the
related  secured  Promissory  Notes,  Deeds of Trust  and  Security  Agreements)
containing   terms   substantially   in  accordance   with  the   Memorandum  of
Understanding attached as Exhibit D to the Prior Agreement.

      9.9  Permanent  Liquor  Licenses.  Buyer shall have been issued  permanent
liquor licenses  necessary to continue  operating each of the Restaurants in the
present manner.

      9.10 Accuracy of Representations  and Warranties.  The representations and
warranties  of  Seller  contained  in this  Agreement  shall  have been true and
correct as of the Commencement Date and the date of this Agreement.

      9.11 Assignment for Benefit of Creditors. The sale of the Purchased Assets
to Buyer hereunder shall be consummated in connection with an assignment for the
benefit of creditors of Seller in compliance with the following  procedures (the
"Assignment"):

              (a)  Assignment to Assignee.  Immediately  following the execution
and delivery of this Agreement,  Seller shall make a general  assignment for the
benefit of creditors  pursuant to an  instrument  of  assignment  in the form of
Exhibit A attached hereto (the "Assignment Instrument") as a result of which all
of the assets of Seller,  including the Purchased Assets,  shall be assigned to,
and accepted by, the Assignee.

              (b)   Assumption  of  Agreement.   Upon  the   acceptance  of  the
Assignment,  the  Assignee  shall  assume the  obligations  of Seller under this
Agreement by executing  the form of  Acceptance  of Assignee at the foot of this
Agreement; provided, however, that the Assignee shall not assume any obligations
of Seller for any  misrepresentation  or breach of warranty  under  Section 5 of
this Agreement.

              (c) Execution of New Management  Agreement and Security Agreement.
Upon the acceptance of the Assignment,  the Assignee and Buyer shall execute and
deliver a new Management  Agreement (the "New  Management  Agreement") and a new
Security  Agreement (the "New Security  Agreement") in the forms attached hereto
as Exhibits B and C, respectively.

              (d) Acceptance  and  Assumption of Leases and Contracts.  Upon the
acceptance  of the  Assignment,  the  Assignee  shall accept the  assignment  of
Seller's  interests in the Leases,  the Franchise  Agreements,  the  Development
Agreement and other Contracts  included in the Purchased Assets without assuming
the obligations of Seller thereunder.
                                       15
<PAGE>
Upon the Closing,  the Assignee shall assume and assign to Buyer all of Seller's
obligations  and  rights  under  the  Leases,  the  Franchise  Agreements,   the
Development Agreement and the other Contracts included in the Purchased Assets.

              (e) Sale of  Purchased  Assets by  Assignee.  The  Assignee  shall
complete the sale of the Purchased  Assets assigned by Seller to the Assignee to
Buyer  hereunder  on the terms and  conditions  set forth  herein at the Closing
pursuant to bills of sale and other  instruments of assignment  satisfactory  to
Buyer and its counsel and its Lender.

              (f) Fees and  Expenses of  Assignee.  The fees and expenses of the
Assignee will be as provided in the Assignment  Instrument and will be borne and
paid by Seller or will be paid to the  Assignee  out of the  proceeds of sale of
the Purchased  Assets.  Buyer will loan Seller up to $12,500.00 to enable Seller
to pay the  preliminary  expenses of the  Assignee and any and all such loans by
Buyer to Seller shall constitute part of the Loans,  which shall be paid in full
to Buyer upon termination of this Agreement or at the Closing.

              (g) Fiduciary Duties of Assignee.  Nothing in this Agreement,  the
New Management  Agreement,  or the New Security  Agreement shall be interpreted,
construed,  or  enforced  in a manner  which would  prevent  the  Assignee  from
discharging its fiduciary duties to the creditors of Seller.

      9.12 Release of Liens.  All liens on any of the Purchased  Assets,  except
for  liens  securing  Assumed  Liabilities  which  are  assumed  by Buyer at the
Closing,  shall have been  released  and  eliminated  prior to the  Closing in a
manner  satisfactory to Buyer and its counsel,  including,  without  limitation,
liens in favor of Ronald I.  Brendzel,  Joseph F.  Khoury,  their  spouses,  JFK
Restaurants, Inc., all other Affiliates, and FMAC.

Section 10. Seller's Conditions Precedent to Closing.

      The  obligations  of the Assignee to consummate  the Closing  provided for
herein shall be subject to the following conditions  precedent,  any one or more
of which may be waived by the Assignee:

      10.1 Compliance with Agreements and Covenants.  Buyer shall have performed
and  complied  with each of its  agreements,  covenants  and  obligations  to be
performed  hereunder on or prior to the Closing  Date except  those  calling for
performance after the Closing Date.

      10.2  Truth  and  Correctness  of  Representations  and  Warranties.   The
representations  and warranties of Buyer  contained in this Agreement shall have
been true and correct at all times  between the date of this  Agreement  and the
Closing Date, with the same force and effect as if made on and as of that date.

      10.3  Approval by  Counsel.  All  actions,  proceedings,  instruments  and
documents  required to perform this Agreement or incident hereto,  and all other
legal  matters,  shall have been  approved  by counsel for the  Assignee,  which
approval shall not be unreasonably withheld.
                                       16
<PAGE>
      10.4 Delivery of Documents.  All other documents  required to be delivered
by Buyer at or  prior to the  Closing  shall  have  been  delivered  or shall be
tendered at the Closing.

      10.5 Form of  Instruments.  The  materials  required by Section 10.4 above
shall be in a commercial  form  reasonably  satisfactory to the Assignee and its
counsel.

Section 11. Closing.

      The Leases, the Franchise  Agreements,  and the Development Agreement will
be assigned to Buyer  through an escrow with  Lawyers  Title  Insurance  Company
("Escrowholder").   This  Agreement   constitutes  escrow  instructions  to  the
Escrowholder,  and upon receipt,  Escrowholder shall establish an escrow account
for this transaction ("Escrow"). Assignment of the Leases, Franchise Agreements,
and  Development  Agreement  under this  Agreement by Seller to Buyer shall take
place through the Escrowholder at its most convenient  office,  or at such other
place as may be agreed upon by  Escrowholder  and Buyer.  Closing of the sale of
the   remaining   Purchased   Assets  by  the  Assignee  to  Buyer  shall  occur
simultaneously  with the assignment of the Leases, the Franchise  Agreements and
the Development  Agreement to Buyer at the offices of Buyer or Buyer's  counsel.
Such  Closing  shall  take  place  in the  manner  and in  accordance  with  the
provisions set forth in this Agreement.  Closing shall occur at such time within
three  business days  following  fulfillment of all conditions to the Closing as
the  Assignee  and Buyer  have  confirmed  in writing  to  Escrowholder  and the
fulfillment of the conditions precedent with respect to the purchase and sale of
the  Purchased  Assets  and the  date of the last of such  notices  shall be the
closing date of the Escrow (the Closing Date) and the Closing of the sale of the
Purchased Assets by the Assignee to Buyer.  Seller and Buyer shall each have the
right to terminate this Agreement if the conditions precedent to its obligations
with respect to the purchase and sale of the Purchased Assets as provided herein
have not been satisfied by April 30, 1998.

Section 12. Deliveries At Closing.

      12.1 Deliveries by Seller.  At the Closing,  Seller and the Assignee shall
deliver:

              (a) Such  assignments  of leases,  bills of sale,  instruments  of
assignment and other  instruments and documents as may be necessary to convey to
Buyer title to all the assets and properties to be transferred hereunder.

              (b)  The  certificate  of  Seller  that  all  representations  and
warranties of Seller  contained in this  Agreement have been true and correct as
of the Commencement Date.

              (c)  The  certificate  of  Seller  certifying  to the  resolutions
constituting all necessary corporate action by the board of directors and by the
shareholders  of  Seller  to  authorize  the  consummation  of the  transactions
provided for herein.

              (d) The consents or authorizations for the transfer, assignment of
the Contracts, Agreements and Leases (including the Franchise Agreements and the
Development
                                       17
<PAGE>
Agreement) described in Schedule 5.14.

      12.2 Deliveries by Buyer. At the Closing, Buyer shall deliver:

              (a) An instruments of assumption of liabilities  under which Buyer
shall assume the obligations and liabilities described in Item 1 of Schedule 2.1
hereto.

              (b) An instrument of  cancellation  and  forgiveness  of the Loans
referenced in Section 4.2(b) above.

              (c) A bank wire transfer to Lawyers Title Insurance in such amount
as will  enable  Lawyers  Title  Insurance  to pay in full  at the  Closing  the
liabilities described in Items 2, 3, 4, 5, 8, 9, 10 of Schedule 2.1 hereto.

              (d) A bank wire  transfer  for the balance of the  Purchase  Price
payable to the Assignee by wire transfer pursuant to Section 4.2(c) above.

              (e)  The  certificate  of  Buyer  that  all   representations  and
warranties of Buyer  contained in this  Agreement  have been true and correct at
all times between the date of this Agreement through the Closing Date.

              (f)  The  Certificate  of  Buyer  certifying  to  the  resolutions
constituting  all necessary  corporate action by the board of directors of Buyer
to authorize the consummation of the transactions provided for herein.

      12.3  Costs of  Closing.  Seller,  the  Assignee  and Buyer  shall each be
responsible  for its attorney's  fees. The Assignee shall be solely  responsible
for  payment of any fees and costs to Trenwith  Securities,  Inc.,  if any,  and
Buyer  shall  have no  responsibility  for any  such  fees  and  costs.  Nothing
contained  in  this  Agreement  shall  constitute  an  admission  that  Trenwith
Securities,  Inc. has a claim under priority FIRST (as defined in the Assignment
Instrument).  Other costs which are  necessary to  consummate  this  transaction
shall be paid by Seller, the Assignee or Buyer as provided in Schedule 3.3.

Section 13. Risk of Loss, Destruction, Condemnation.

      13.1 Risk of Loss. The risk of loss or damage to the  Restaurants,  or any
part  thereof,  by fire or other  casualty  until the  Closing  Date shall be on
Seller. If, prior to the Closing,  the Restaurants,  or any portion thereof, are
damaged by fire, or any other cause of whatsoever nature,  Seller shall promptly
give Buyer written notice of such damage.  If the cost for repairing such damage
shall,  in the  reasonable  judgment  of Buyer,  exceed  $50,000  for any of the
Restaurants,  Buyer shall have the option, by written notice delivered to Seller
within  ten days of  receipt  by Buyer of  Seller's  notice  of damage to Buyer,
either (a) to require Seller to convey the Restaurants to Buyer in their damaged
condition  and to assign to Buyer all of Seller's  right,  title and interest in
and to any claims  Seller may have under the  insurance  policies  covering  the
Restaurants,  or (b) to terminate this  Agreement as to all of the  Restaurants.
Should Buyer elect to terminate this Agreement,  neither party hereto shall have
                                       18
<PAGE>
any further  duties or  obligations  hereunder.  If the cost for repairing  such
damage to any individual  Seller's  Restaurant shall, in the reasonable judgment
of Buyer,  be less than $50,000,  then to the extent the repairs are not covered
by  insurance,  Buyer shall pay for such repairs and may offset the  non-insured
cost of such repairs from the Purchase Price.

Section 14. Further Assurances.

      Seller,  the Assignee  and Buyer shall  execute and deliver all such other
instruments  and take all such other action as any party may reasonably  request
from time to time,  before  or after the  Closing,  in order to  effectuate  the
transactions  provided for herein.  The parties shall  cooperate with each other
and with their  respective  counsel and accountants in connection with any steps
to be taken as a part of their  respective  obligations  under  this  Agreement.
Seller and Buyer will use their  commercially  reasonable best efforts in mutual
cooperation to obtain approval to the issuance of permanent liquor licenses with
respect to the  Restaurants  to Buyer and to consummate the purchase and sale of
the  Purchased  Assets on the  terms and  conditions  set forth  herein  despite
commencement  of  litigation,  governmental  action,  or  other  proceedings  as
contemplated in and subject to the provisions of Section 9.3 hereof.

Section 15. Indemnification by Seller.

      15.1  Limited  Title  Indemnity.  For a period of one hundred  twenty days
after the Closing Date, if it shall appear that any  representation  or warranty
of  Seller  contained  or  referred  to in  Section  5.6 of this  Agreement  was
incorrect  or untrue,  or that Seller or the  Assignee  breached any covenant or
agreement  contained  in Section 5.6 of this  Agreement,  Seller or the Assignee
shall pay Buyer or there shall be offset  against and deducted from the Purchase
Price, at Buyer's option,  the amount of the loss, expense or damage suffered or
incurred by Buyer,  which would not have been  suffered or incurred if the facts
set forth in those  representations  or  warranties  had been  correct  or those
covenants and agreements had not been breached; provided however, Seller and the
Assignee  shall only be liable to Buyer pursuant to the terms of this section to
the extent that the total of any such amounts  exceed  $50,000.00,  and once the
threshold of $50,000 is reached, the entire $50,000.00 and any additional amount
shall be due and payable.

      15.2 Advances by Buyer.  Without limiting any of the foregoing  provisions
of this Section 15, Buyer shall have the right to advance any sums  necessary to
cure any breach of any representation, warranty, covenant or agreement of Seller
contained  in this  Agreement  and then  deduct any such sums from the  Purchase
Price,  subject  to the  approval  of the  Assignee  for any amount in excess of
$10,000.

      15.3 Release of Liens for Indemnity.  Anything set forth in this Agreement
or the Security Agreement to the contrary notwithstanding, any money paid by the
Assignee to any creditor of Seller  following  the Closing and any money paid to
the Assignee or which the Assignee  (including  reasonable  attorney's  fees) is
entitled to be paid for its fees and expenses in serving as the  Assignee  shall
be free of any Buyer Claims (as defined in Section 20.11 below).
                                       19
<PAGE>
Section 16. Post Closing Obligations.

      16.1  Accounting  Reconciliation.  Seller  and  Buyer  have  verified  and
documented all closing prorations and other amounts relating to the Restaurants.
All necessary  prorations and adjustments have been made in order to insure that
all operating and other costs of the Restaurants incurred in connection with and
properly  allocable to the ownership and operation of the  Restaurants  prior to
the Commencement Date have been borne and paid by Seller,  notwithstanding  when
such cost is actually paid, and all revenues from the Seller's Restaurant to the
Commencement  Date have been  retained  by or paid to Seller,  and all costs and
revenues  accruing after the Commencement  Date have been borne or received,  as
applicable, by Buyer.

Section 17. Termination.

      17.1  Right  to  Terminate.   Notwithstanding  anything  to  the  contrary
contained herein, this Agreement and the transactions contemplated hereby may be
terminated  at any time prior to the  Closing:  (a) by Seller if the  conditions
precedent  set forth in  Section 10 are not  satisfied,  or waived in writing by
Seller; and (b) by Buyer if the conditions  precedent set forth in Section 9 are
not  satisfied,  or waived in writing by Buyer;  and (c) by either  party if the
closing has not occurred on or before April 30, 1998.

      17.2  Termination  Resulting from Material Breach By Seller.  In the event
Buyer  terminates this Agreement as a result of Seller's  material breach of the
provisions  of any of (i) Sections 5.1 through  5.20,  (ii) Sections 8.1 through
8.12 or (iii) Seller's failure to make the deliveries  required by Section 12.1,
then Buyer may; (a) terminate this Agreement and seek damages as provided by law
from Seller for  Seller's  breach;  (b)  proceed to Closing and seek  damages as
provided by law from Seller for Seller's  breach;  or (c) proceed to Closing and
waive the breach.

      17.3  Termination  Resulting from Material  Breach by Buyer.  In the event
Seller  terminates this Agreement as a result of the Buyer's  material breach of
the provision of any of Sections 6.1 or 6.2; or (ii) Buyer's failure to make the
deliveries  required  by Section  12.2  (including  a wire  transfer of the cash
portion of the Purchase  Price) then Seller may (a) terminate this Agreement and
seek  damages as provided by law from Buyer for Buyer's  breach;  (b) proceed to
Closing and seek damages from Buyer for Buyer's  breach;  (c) proceed to Closing
and waive the breach.

      17.4  Termination due to other Causes.  If this Agreement is terminated by
either  Buyer or Seller for any reason  other than as  provided  for in Sections
17.2 or 17.3 hereof, neither party hereto shall have any liability or obligation
to the other party.

      17.5  Specific  Performance.  Seller  agrees  that  damages  may not be an
adequate  remedy to Buyer in the event Seller  refuses to close the  transaction
contemplated by this Agreement.  Seller,  therefore,  agrees that Buyer shall be
entitled to specific performance should Buyer seek specific performance.
                                       20
<PAGE>
      17.6  Sale of  Purchased  Assets by  Assignee  to Other  Buyer.  After the
Assignment and before the Closing, the Assignee may terminate this Agreement and
sell the Purchased Assets to a buyer other than Buyer (the "Other Buyer") on the
following terms and conditions:

              (a) The total price payable for the Purchased  Assets by the Other
Buyer  must  be not  less  than  Nine  Million  Four  Hundred  Thousand  Dollars
($9,400,00.00).

              (b) The  Assignee  will  pay to  Buyer  the  sum of  Four  Hundred
Twenty-Eight   Thousand  Five  Hundred  Dollars   ($428,500.00)  in  immediately
available  funds  through a wire transfer to such account as Buyer may designate
within two  business  days after the closing of the sale to the Other Buyer (the
"Breakup Fee"). The Breakup Fee shall constitute an administrative expense claim
against the  Assignee in its  capacity  as assignee of Seller,  subject  only to
claims entitled to priority and the Assignee's fees and expenses  (including its
attorneys' fees) as provided for in the Assignment Instrument.

Section 18. Brokers and Finders.

      Each of the parties  hereto  represents  and  warrants to the others that,
except for Trenwith Securities,  Inc.  ("Trenwith"),  attention Leon M. Bronfin,
Managing Director, 450 Newport Center Drive, Suite 550, Newport Beach, CA 92660,
which has been retained by Seller, it has not employed or retained any broker or
finder in connection  with the  transactions  contemplated by this Agreement nor
has it had any dealings with any person which,  in either case, may entitle that
person to a fee or commission  from any other party hereto.  Each of the parties
indemnifies and holds the others harmless from and against any claim,  demand or
damages whatsoever by virtue of any arrangement or commitment made by it with or
to any person that may entitle  such  person to any fee or  commission  from the
other parties to this Agreement.

Section 19. Closing Date.

      The Closing Date shall be such date within three  business days  following
fulfillment  of all of the conditions to the Closing set forth in Sections 9 and
10 hereof that shall be  designated in writing by Buyer to the Assignee upon not
less than two days written notice but not later than April 30, 1998. The Closing
shall take place at 10:00 a.m. at the offices of Buyer or Buyer's counsel.

Section 20. General Provisions.

      20.1  Notices.  All notices,  requests,  demands and other  communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed to have been duly given, made and received when delivered against receipt
or upon actual receipt of registered or certified mail, postage prepaid,  return
receipt requested, addressed as set forth below:

              (a) If to Seller:
                                       21
<PAGE>
              RJR Holdings, Inc.
              6222 Wilshire Boulevard, Suite 401
              Los Angeles, CA 90048

              With a copy to:

              Gibson, Dunn & Crutcher
              333 South Grand Avenue, Suite 4400
              Los Angeles, CA 90071-3197
              Attention:  Bennett Silverman

              (b) If to Buyer:

              Bart A. Brown, Jr.
              President
              Main Street and Main Incorporated
              5050 North 40th Street, #200
              Phoenix, AZ  85018

              With a copy to:

              Jeffer, Mangels, Butler & Marmaro LLP
              2121 Avenue of the Stars, 10th Floor
              Los Angeles, CA 90067
              Attention:  Robert H. Goon

              (c) If to the Assignee:

              Richard Kaufman
              President
              Credit Managers Association of California
              40 East Verdugo Avenue
              Burbank, CA 91502

              With a copy to:

              Sulmeyer, Kupetz, Baumann & Rothman
              300 South Grand Avenue, 14th Floor
              Los Angeles, CA 90071-3124
              Attention:  Ronald E. Gordon

      Any party may alter the address to which  communications  or copies are to
be sent by  giving  notice of such  change of  address  in  conformity  with the
provisions of this paragraph for the giving of notice.
                                       22
<PAGE>
      20.2 Binding  Nature of Agreement;  Assignment.  This  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and assigns,  except that no party may assign or transfer its or his
rights or obligations  under this Agreement without the prior written consent of
the other party hereto.

      20.3  Entire  Agreement.  This  Agreement  together  with  the  Management
Agreement  and  the  Security   Agreement   contain  the  entire  agreement  and
understanding among the parties hereto with respect to the subject matter hereof
and  thereof,   and   supersede  all  prior  and   contemporaneous   agreements,
understandings, inducements and conditions, express or implied, oral or written,
of any nature  whatsoever with respect to the subject matter hereof and thereof.
The express terms hereof control and supersede any course of performance  and/or
usage of the trade inconsistent with any of the terms hereof. This Agreement may
not be modified or amended other than by an agreement in writing.

      20.4  Controlling  Law. This  Agreement and all questions  relating to its
validity, interpretation,  performance and enforcement, shall be governed by and
construed,  interpreted and enforced in accordance with the internal laws of the
State of California.

      20.5 Schedules and Exhibits. All Schedules and Exhibits referred to herein
or attached  hereto are hereby  incorporated  by reference into, and made a part
of, this Agreement.

      20.6  Indulgences,  Not Waivers.  Neither the failure nor any delay on the
part of a party to exercise any right,  remedy,  power or  privilege  under this
Agreement  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise of any right,  remedy, power or privilege preclude any other or further
exercise of the same or of any other  right,  remedy,  power or  privilege,  nor
shall any waiver of any right,  remedy,  power or privilege  with respect to any
occurrence  be construed as a waiver of such right,  remedy,  power or privilege
with respect to any other occurrence.  No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.

      20.7 Titles Not to Affect Interpretation. The titles of Sections contained
in this Agreement are for convenience only, and they neither form a part of this
Agreement nor are they to be used in the construction or interpretation hereof.

      20.8   Provisions   Separable.   The  provisions  of  this  Agreement  are
independent and separable from each other, and no provision shall be affected or
rendered  invalid or unenforceable by virtue of the fact that for any reason any
other or others of them may be invalid or unenforceable in whole or in part.

      20.9  Shareholders  Not Liable.  None of the shareholders or their spouses
shall  have  any  responsibility  whatsoever  for  any  of  the  obligations  or
liabilities of Seller under this Agreement.
                                       23
<PAGE>
      20.10 Confidentiality.  The parties hereto will not intentionally disclose
the terms of this  Agreement to any third party except as may be required in the
good faith  discretion  of the Assignee to allow the  Assignee to discharge  its
fiduciary  obligations or as may be required by applicable federal or state laws
or regulations or by any governmental or regulatory agency or court of law or in
other legal proceedings  (provided that the disclosing party gives prior written
notice of the disclosure  and the  opportunity  to seek  appropriate  protective
orders or other  relief),  and except that the parties may disclose the terms of
this  Agreement to their  respective  financial  and legal  advisors and agents,
provided that such parties maintain the confidentiality thereof.

      20.11  Limitations on Liability.  Claims,  causes of action, or claims for
relief  which Buyer may have  arising  under or related to this  Agreement,  the
Management Agreement,  the New Management Agreement,  the Security Agreement, or
the New Security  Agreement  (collectively,  "Buyer Claims") shall be subject to
the following agreements:

              (a) Neither the  shareholders  of Seller nor their  spouses  shall
have any liability whatsoever for any Buyer Claims.

              (b) Neither Credit  Managers  Association of California nor any of
its officers, directors, employees, attorneys, agents, shareholders,  members or
their  heirs,  assigns  and  successors  shall have any  corporate  or  personal
liability for any Buyer Claims;  provided,  however,  nothing  contained  herein
shall  deprive or limit  Buyer of any of its rights to assert  and  collect  any
Buyer Claims as a creditor of Seller  entitled to treatment under priority FIRST
of the Assignment  Instrument or to offset or deduct any Buyer Claims against or
from the Purchase Price.

              (c) Any claims  Buyer may have under  Section 17.6 hereof or under
the New Management  Agreement or the New Security  Agreement shall constitute an
administrative expense claim against the Assignee in its capacity as assignee of
the assets of Seller,  subject only to the prior  payment by the Assignee of (i)
claims  entitled to  priority,  and (ii) the fees and  expenses of the  Assignee
(including   reasonable   attorneys'   fees)  provided  for  in  the  Assignment
Instrument.
                                       24
<PAGE>
      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
on the date first above written.


SELLER:                                      BUYER:

RJR HOLDINGS, INC.,                          MAIN ST. CALIFORNIA, INC.,
a Delaware corporation                       an Arizona corporation


By: _______________________________          By: _______________________________
    Ronald I. Brendzel, President                Bart A. Brown, Jr., President


By: _______________________________
    Joseph F. Khoury, Secretary
                                       25
<PAGE>
                             ACCEPTANCE OF ASSIGNEE

The  undersigned  Assignee  hereby  assumes the  obligations of Seller under the
foregoing  Amended and Restated Asset  Purchase  Agreement as of the 17th day of
March 1998.

CREDIT MANAGERS ASSOCIATION OF CALIFORNIA


By:____________________________
   Richard Kaufman, President
                                       26
<PAGE>
                                LIST OF EXHIBITS




EXHIBIT A  --  Assignment Instrument

EXHIBIT B  --  New Management Agreement

EXHIBIT C  --  New Security Agreement