Exhibit 10.18(b)

                    SECOND AMENDMENT TO DVELEOPMENT AGREEMENT

     This Second  Amendment to Development  Agreement  ("Amendment")  is entered
into effective as of October 20, 1999 (the "Effective Date"), by and between TGI
Friday's Inc. ("Franchisor"), and Main St. California, Inc. ("Developer").

                                  WITNESSETH:

     WHEREAS,  Franchisor  and  Developer  are parties to a certain  Development
Agreement  dated April 22,  1998,  as amended by a certain  First  Amendment  to
Development  Agreement  dated  February 10, 1999 (as amended,  the  "Development
Agreement"), pursuant to which Developer was granted the right to develop T.G.I.
Friday's restaurants in portions of Northern California; and

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

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

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

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

          3.A.  Developer shall develop,  open,  commence  operation of and
     continuously  operate pursuant to the respective  Franchise Agreements
     eighteen  (18)  Restaurants  in  the  Northern  California   Territory
     pursuant to the  Replacement  Development  Schedule  as  follows.  The
     Restaurants  listed  on  the  Replacement   Development  Schedule  are
     exclusive  of those  Restaurants  previously  opened and  operated  by
     Developer under the Original Development Agreement.

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

          (i). The Franchise Agreement for each restaurant location must be
     fully  executed and all franchise fees paid within the time frames set
     forth in the foregoing Development Schedule.

          (ii).  Time  is of the  essence,  with  respect  to  each  of the
     development obligations specified in this Section 3.

                                     1
<PAGE>
     2.  The  provisions,  representations,  terms,  conditions,  covenants  and
agreements of the Development  Agreement,  as modified  hereby,  shall remain in
full force and effect,  enforceable in accordance with its terms. This Amendment
shall be binding upon the heirs, legal  representatives,  successors and assigns
of the parties hereto.

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

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

TGI FRIDAY'S INC.

TGI FRIDAY'S

By: /s/ Leslie Sharman
    ----------------------------------------
Name: Leslie Sharman
      --------------------------------------
Title: Vice President / General Counsel
       -------------------------------------

MAIN ST. CALIFORNIA, INC.

By: /s/ Bart A. Brown, Jr.
    ----------------------------------------
Name: Bart A. Brown, Jr.
      --------------------------------------
Title: President and Chief Executive Officer
       -------------------------------------

                                     2
<PAGE>
                                   EXHIBIT D

                                 THE TERRITORY

NORTHERN CALIFORNIA  TERRITORY -- that area contained in the following counties:
Alameda,  Alpine,  Amador,  Butte,  Calaveras,  Colusa, Contra Costa, Del Norte,
Eldorado,  Fresno, Glenn, Humboldt,  Kern, Kings, Lake, Lassen Trinity,  Madera,
Marin, Mariposa, Mendocino, Merced, Modoc, Monterey, Mono, Napa, Nevada, Placer,
Plumas, Sacramento, San Benito, San Francisco, San Joaquin, San Luis Obispo, San
Mateo, Santa Barbara, Santa Clara, Santa Cruz, Shasta, Sierra, Sisklyou, Solano,
Sonoma, Stanislaus, Sutter, Tehama, Tulare, Tuolumne, Yolo and Yuba.