**Exhibit 10.11**

 

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT

 

This First Amendment to DevelopmentAgreement (this “Amendment”) is entered into effective as of  February 17, 2005, (the “Effective Date”),by and between TGI Friday’s Inc. (“Friday’s”), and Main St. California, Inc. (“Developer”).

 

WITNESSETH:

 

WHEREAS,Friday’s and Developer are parties to a certain Development Agreement dated March 15,2004, with an effective date of January 1, 2004 (the “DevelopmentAgreement”), pursuant to which Developer was granted the right to developT.G.I. Friday’s restaurants in portions of Southern California defined as theTerritory; and

 

WHEREAS,Friday’s and Developer desire to amend and supplement the terms of theDevelopment Agreement as hereinafter set forth; and

 

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

 

NOW, THEREFORE, for good andvaluable consideration, the receipt and sufficiency of which is hereby acknowledgedby each of the parties hereto, Friday’s and Developer agree as follows:

 

1.                                       Section 3.A.(iv).of the Development Agreement is hereby deleted in its entirety.

 

2.                                       Inconsideration of Friday’s execution of this Amendment, Developer and itsfranchisee companies, for themselves, their successors, assigns and affiliates(collectively, the “Releasing Parties”), remise, release, acquit, satisfy andforever discharge Friday’s, its successors, predecessors, counsel, insurers,assigns, officers, directors, employees, representatives, agents, parentcompany, affiliates and subsidiaries, past and present from and against allclaims, actions, causes of actions, demands, damages, costs, suits, debts,covenants, controversies, and any other liabilities whatsoever, whether knownor unknown, liquidated, fixed, contingent, matured, unmatured, disputed,undisputed, legal or equitable, which the Releasing Parties ever had, now have,can, shall or may have, against Friday’s arising out of or in connection with,the Development Agreement, any Franchise Agreement, the relationship betweenFriday’s and Developer as vendor and vendee of goods or as a franchisor and afranchisee, the consent, development and operation of the T.G.I. Friday’srestaurant to be located at the Southwest Quadrant of Beach Boulevard and LaPalma Avenue at Knott’s Berry Farm, Buena Park, California or any other causeor circumstances, until the date of this Amendment.

 

3.                                       Theprovisions, representations, terms, conditions, covenants and agreements of theDevelopment Agreement, as modified hereby, shall remain in full force andeffect, enforceable in accordance with its terms.  This Amendment shall be binding upon theheirs, legal representatives, successors and assigns of the parties hereto.

 

4.                                       Executionand delivery of this Amendment shall not waive any rights or remedies of theparties under the Development Agreement, at law or in equity.

 

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INWITNESS HEREOF, the parties have executed this Amendment as of the day and yearfirst above mentioned.

 

 
| **TGI  FRIDAY’S INC.**    |
|--------------------------------|
| ** **                     | ** ** |
|                           |   |
| By:                            | /s/Michael J.  Archer |   |
| Name:                          | Michael J.  Archer |   |
| Title:                         | Chief Operating  Officer |   |
|                           |   |
|                           |   |
| **MAIN  ST. CALIFORNIA, INC.** |
|                           |   |
|                           |   |
| By:                            | /s/Michael J.  Herron |   |
| Name:                          | Michael J.  Herron |   |
| Title:                         | Vice President |   |
|                                |  |  |  |  |  |  |  |

 

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