EMPLOYMENT AGREEMENT


                  THIS EMPLOYMENT  AGREEMENT  ("Agreement")  is made and entered
into as of December 16, 1996, by and between MAIN STREET AND MAIN  INCORPORATED,
a Delaware corporation ("Employer"), and BART A. BROWN, JR. ("Employee").

         WHEREAS, Employer desires to employ Employee as its President and Chief
Executive Officer; and

         WHEREAS,   Employee   requires,   as  a  condition  to  accepting  such
employment,  the  opportunity  to acquire a  meaningful  interest in  Employer's
common  stock (the  "Common  Stock")  and the added  incentive  to  advance  the
interests of Employer by possessing an option to purchase  additional  shares of
Common Stock; and

         WHEREAS,  in order to  encourage  Employee  to accept  employment  with
Employer, Employer desires to sell shares of its Common Stock to Employee and to
issue to Employee options to acquire additional shares of its Common Stock; and

         WHEREAS,  Employer  desires to employ Employee and Employee  desires to
accept such employment, all on the terms and conditions hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants set forth in this Agreement, the parties hereto agree as follows:

         1. Employment;  Duties.  Employer hereby employs Employee, and Employee
hereby  accepts such  employment,  as President and Chief  Executive  Officer of
Employer and in such other  executive  capacities  and for such other  executive
duties  and  services  as shall  from time to time be  mutually  agreed  upon by
Employer and Employee.

         2.  Extent  of  Services.  Employee  shall  devote  such of  Employee's
business time,  attention,  and efforts to the performance of Employee's  duties
under this Agreement as may be reasonably  necessary for the performance of such
duties, shall serve Employer faithfully and diligently,  and shall not engage in
any other employment while employed by Employer that would prevent Employee from
carrying out Employee's duties to Employer.

         3. Compensation and Other Benefits.

                  (a) Salary.  Commencing January 1, 1997, Employer shall pay to
Employee,   as  compensation  for  the  services  rendered  by  Employee  during
Employee's  employment  under this Agreement,  a salary at a rate of $250,000.00
per annum, to be paid in equal bi-weekly  installments or in such other periodic
installments upon which Employer and Employee shall mutually agree.

                  (b) Bonus.  Employee  shall be  eligible  to receive an annual
bonus in an amount to be determined  in accordance  with a salary and bonus plan
to be approved by Employer's Board of Directors.

                  (c) Stock Option Grants.

                           (i) As an essential  element of Employee's  agreement
to enter into this Agreement,  Employer shall grant to Employee,  as of the date
of this  Agreement,  an option to purchase  an  aggregate  of 250,000  shares of
Employer's  Common Stock at $2.00 per share exercisable at any time or from time
to time  within  30 days of the  commencement  of  Employee's  employment.  As a
condition to the grant of the options pursuant to this
<PAGE>
Section  3(c)(i),  Employee  will execute and deliver to Employer a stock option
agreement in the form attached as Exhibit A hereto.

                           (ii) As an essential element of Employee's  agreement
to enter into this Agreement,  Employer also shall grant to Employee,  as of the
date of this  Agreement,  options to purchase an aggregate of 250,000  shares of
Employer's Common Stock (the "Vesting Options").  The Vesting Options shall have
the  following  exercise  prices and shall vest and  become  exercisable  in the
following amounts on the following dates:

                                                          Per Share
            Vesting                    Number of          Exercise
             Date                   Vesting Options         Price
          -----------               ---------------       ---------
      December 16, 1996                 100,000             $2.00
      December 31, 1997                  50,000             $3.00
      June 30, 1998                      50,000             $4.00
      December 31, 1998                  50,000             $5.00

Except as otherwise  provided  herein,  the Vesting Options will vest and become
exercisable on the foregoing  dates only if Employee's  employment with Employer
has not terminated  prior to such dates. Any Vesting Options granted pursuant to
this Section 3(c) that have not vested prior to the  termination  of  Employee's
employment with Employer will be forfeited  immediately  upon the termination of
employment  for  any  reason  other  than  a  termination  as a  result  of  the
circumstances  specified in Sections 4(b)(i),  (ii), (iii) or (vi). In the event
of a termination  of employment  under the  circumstances  specified in Sections
4(b)(i),  (ii),  (iii), or (vi), any unvested  Vesting Options will become fully
vested and exercisable  immediately upon such a termination of employment.  As a
condition to the grant of the Vesting Options pursuant to this Section 3(c)(ii),
Employee shall be required to enter into a stock option agreement in the form as
set forth as Exhibit B hereto.

                           (d)  Reimbursement.  Without  limiting the foregoing,
Employer shall reimburse Employee for all travel and entertainment  expenses and
other  ordinary  and  necessary   business  expenses  incurred  by  Employee  in
connection  with the  business  of Employer  and  Employee's  duties  under this
Agreement.  The term "business expenses" shall not include any item not at least
partially  deductible  by Employer for federal  income tax  purposes.  To obtain
reimbursement, Employee shall submit to Employer receipts, bills, or sales slips
for the  expenses  incurred.  Reimbursements  shall be made by Employer  monthly
within 10 business days of  presentation by Employee of evidence of the expenses
incurred.

                           (e) Fringe  Benefits.  Employee  shall be entitled to
participate  in any group  insurance,  pension,  retirement,  vacation,  expense
reimbursement,  and other plans, programs, and benefits approved by the Board of
Directors  and  made  available  from  time to time to  executive  employees  of
Employer  generally  during the term of  Employee's  employment  hereunder.  The
foregoing shall not obligate  Employer to adopt or maintain any particular plan,
program, or benefit.

                  4. Term of Employment.

                           (a)   Employment   Term.   The  term  of   Employee's
employment (the "Employment  Term") hereunder shall commence on the date of this
Agreement  and shall  continue  until  December  31,  1998 and from year to year
thereafter, unless and until terminated by either party giving written notice to
the other not less than 60 days prior to the end of the then current term.

                           (b)   Termination   Under   Certain    Circumstances.
Notwithstanding anything to the contrary herein contained:
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<PAGE>
                                    (i) Death.  Employee's  employment  shall be
automatically terminated,  without notice, effective upon the date of Employee's
death;

                                    (ii) Disability. If Employee shall fail, for
a period of more than 90  consecutive  days,  or for 90 days  within any 180 day
period,  to perform any of Employee's  duties under this Agreement as the result
of illness or other  incapacity,  Employer  may, at its  option,  upon notice to
Employee, terminate Employee's employment effective on the date of that notice;

                                    (iii)   Unilateral   Decision  of  Employer.
Employer  may, at its  option,  upon notice to  Employee,  terminate  Employee's
employment effective on the date of that notice;

                                    (iv)   Unilateral   Decision  by   Employee.
Employee  may, at his  option,  upon notice to  Employer,  terminate  Employee's
employment effective on the date of that notice;

                                    (v) Termination  "For Cause".  Employer may,
at its option,  upon notice to Employee,  terminate  Employee's  employment "for
cause"  effective  on the date of such notice if  Employee  engages in an act or
acts involving a crime, moral turpitude, fraud, or dishonesty; or

                                    (vi) Change in Control. Employee may, at his
option, upon notice to Employer,  terminate  Employee's  employment effective on
the date of the notice in the event of a Change of Control of Employer.

                           (c)  Result  of  Termination.  In  the  event  of the
termination of Employee's  employment pursuant to Section 5(b)(iv) or (v) above,
Employee  shall receive no further  compensation  under this  Agreement.  In the
event of the termination of Employee's employment pursuant to Section 5(b)(i) or
(ii)  above,   Employee  shall  continue  to  receive   Employee's   fixed  cash
compensation for a period of one year following the date of such termination. In
the event of termination of Employee's  employment pursuant to Section 5(b)(iii)
or (vi),  Employer  shall pay  Employee  his fixed salary for the balance of the
then  current  term of  Employee's  employment  under this  Agreement as if such
employment had not terminated.

                           (d) Change in Control.  The term  "Change in Control"
of Employer shall mean a change in control of a nature that would be required to
be  reported  in  response  to  Item  6(e) of  Schedule  14A of  Regulation  14A
promulgated  under the Securities  Exchange Act of 1934 as in effect on the date
of this  Agreement  or, if Item 6(e) is no longer  in  effect,  any  regulations
issued by the  Securities  and Exchange  Commission  pursuant to the  Securities
Exchange  Act of 1934  that  serve  similar  purposes;  provided  that,  without
limitation,  such a Change in Control  shall be deemed to have  occurred  if and
when (i) any person (as such term is used in Sections  13(d) and 14(d)(2) of the
Securities  Exchange  Act of 1934)  other than a current  director or officer of
Employer  becomes  the  "beneficial  owner" (as  defined in Rule 13d-3 under the
Securities  Exchange  Act of 1934)  directly  or  indirectly  of  securities  of
Employer  representing  15% or more of the combined  voting power of  Employer's
then-outstanding  securities,  except that this provision shall not apply to any
public or private  offering of Employer's  common stock nor shall this provision
apply to an  acquisition  that has been  approved by at least  two-thirds of the
members of the Board of Directors  who are not  affiliates or associates of such
person or by at least 80% of the issued  and  outstanding  shares of  Employer's
common stock  beneficially  owned by non-affiliates of such person;  (ii) during
the period of this Agreement,  individuals who, at the beginning of such period,
constituted the Board of Directors of Employer (the "Original  Directors") cease
for any reason to constitute at least a majority thereof, unless the election or
nomination  for  election  of each  new  director  was  approved  (an  "Approved
Director") by the unanimous vote of a Board of Directors constituted entirely of
Original  Directors  and  Approved  Directors;  (iii) a tender offer or exchange
offer is made  whereby  the  effect of such  offer is to take  over and  control
Employer  and such offer is  consummated  for the  ownership  of  securities  of
Employer  representing  20% or more of the combined  voting power of  Employer's
then-outstanding voting securities;  (iv) Employer is merged,  consolidated,  or
enters into a  reorganization  transaction with another person and as the result
of such merger, consolidation, or reorganization 3
<PAGE>
less than 75% of the outstanding equity securities of the surviving or resulting
person  shall  then be owned in the  aggregate  by the  former  stockholders  of
Employer;  or (v) Employer transfers  substantially all of its assets to another
person or entity that is not a wholly owned  subsidiary  of Employer;  provided,
however, that notwithstanding the foregoing no Change of Control shall be deemed
to have occurred if such a Change of Control is a "Consented Change of Control."
A  "Consented  Change of Control" is any  transaction  described in clauses (i),
(iii), (iv) or (v) of this Section 4(d) if such transaction has been unanimously
approved by  Employer's  Board of Directors.  Sales of  Employer's  Common Stock
beneficially  owned  or  controlled  by  Employee  shall  not be  considered  in
determining whether a Change in Control has occurred.

                  5. Competition and Confidential Information.

                           (a)   Interests   to  be   Protected.   The   parties
acknowledge  that Employee will perform  essential  services for Employer during
the term of Employee's  employment  with Employer.  Employee will be exposed to,
have  access  to,  and be  required  to work  with,  a  considerable  amount  of
Confidential   Information  (as  defined  below).  The  parties  also  expressly
recognize  and  acknowledge  that the personnel of Employer have been trained by
and are  valuable  to  Employer  and that it will incur  substantial  expense in
recruiting  and  training  personnel,  if Employer  must hire new  personnel  or
retrain existing  personnel to fill vacancies.  The parties expressly  recognize
that it could seriously impair the goodwill and diminish the value of Employer's
business should  Employee  compete with Employer in any manner  whatsoever.  The
parties acknowledge that this covenant has an extended duration;  however,  they
agree that this covenant is  reasonable,  and it is necessary for the protection
of Employer, its stockholders,  and employees.  For these and other reasons, and
the fact  that  there  are many  other  employment  opportunities  available  to
Employee  if he should  terminate  his  employment,  the parties are in full and
complete  agreement  that  the  following  restrictive  covenants  are  fair and
reasonable and are entered into freely, voluntarily, and knowingly. Furthermore,
each party was given the opportunity to consult with  independent  legal counsel
before entering into this Agreement.

                           (b)  Non-Competition.  During the term of  Employee's
employment  with  Employer  and  for the  period  ending  12  months  after  the
termination of Employee's  employment  with  Employer,  regardless of the reason
therefor,  Employee  shall  not  (whether  directly  or  indirectly,  as  owner,
principal,  agent, stockholder,  director,  officer, manager, employee, partner,
participant,  or in any other capacity) engage or become financially  interested
in any  competitive  business  conducted  within the  Restricted  Territory  (as
defined below). As used herein,  the term "competitive  business" shall mean any
business  that  owns,  operates,   or  franchises   full-service  casual  dining
establishments; and the term "Restricted Territory" shall mean any area in which
Employer  conducts  its  restaurant   business  during   Employee's   employment
hereunder.

                           (c) Non-Solicitation of Employees. During the term of
Employee's  employment  and for a period of 12 months after the  termination  of
Employee's employment with Employee, regardless of the reason therefor, Employee
shall  not  directly  or  indirectly,  for  himself,  or  on  behalf  of,  or in
conjunction with, any other person, company, partnership,  corporation, or other
entity,  seek to hire or hire any of  Employer's  personnel or employees for the
purpose of having such employee  engage in services that are the same,  similar,
or related to the services that such employee provided for Employer.

                           (d) Confidential Information. Employee shall maintain
in  strict  secrecy  all  confidential  or  trade  secret  information,  whether
patentable  or not,  relating to the  business of  Employer  (the  "Confidential
Information") obtained by Employee in the course of Employee's  employment,  and
Employee shall not, unless first authorized in writing by Employer, disclose to,
or use for Employee's benefit or for the benefit of any person,  firm, or entity
at any time either during or  subsequent  to the term of Employee's  employment,
any  Confidential  Information,   except  as  required  in  the  performance  of
Employee's  duties on behalf of  Employer.  For  purposes  hereof,  Confidential
Information shall include without limitation any construction plans and drawings
or other  reproductions or materials of any kind; any trade secrets,  knowledge,
or information with respect to products and services  provided,  menu selection,
site  selection,  the  purchase  or  lease  and  use  of  equipment,   fixtures,
furnishings,
                                        4
<PAGE>
signs, inventory,  ingredients, and other products and materials required for or
related to the development,  operation,  or franchising of its restaurants;  any
operating procedures,  techniques,  or know-how;  any business methods or forms;
any names, addresses,  and data on suppliers; and any business policies or other
information relating to or dealing with the purchasing,  sales, advertising,  or
promotional,   or  distribution  policies  or  practices  of  Employer  and  its
Franchisor.

                           (e) Return of Books and Papers.  Upon the termination
of Employee's  employment  with Employer for any reason,  Employee shall deliver
promptly to Employer all samples or demonstration models,  catalogues,  manuals,
memoranda,  drawings,  formulae,  specifications,  and operating procedures; all
cost,  pricing,  and other financial data; all supplier  information;  all other
written or printed  materials  that are the property of Employer (and any copies
of them);  and all other  materials which may contain  Confidential  Information
relating  to the  business  of  Employer,  which  Employee  may then have in his
possession whether prepared by Employee or not.

                           (f)   Disclosure  of   Information.   Employee  shall
disclose  promptly to  Employer,  or its  nominee,  any and all ideas,  designs,
processes  and  improvements  of any kind  relating to the business of Employer,
whether  patentable  or not,  conceived  or made by  Employee,  either  alone or
jointly with others, during working hours or otherwise, during the entire period
of Employee's employment with Employer, or within six months thereafter.

                           (g)  Assignment.  Employee hereby assigns to Employer
or its nominee,  the entire right, title, and interest in and to all inventions,
discoveries,  and  improvements,  whether  patentable  or not, that Employee may
conceive or make  during  Employee's  employment  with  Employer,  or within six
months  thereafter,  and which  relate to the  business  of  Employer.  Whenever
requested  to do  so by  Employer,  whether  during  the  period  of  Employee's
employment  or  thereafter,  Employee  shall  execute any and all  applications,
assignments,  and other  instruments  that  Employer  shall  deem  necessary  or
appropriate  to apply for,  obtain,  or  maintain  Letters  Patent of the United
States or of any  foreign  country,  or to protect  otherwise  the  interest  of
Employer therein.

                           (h) Equitable Relief. In the event a violation of any
of the restrictions contained in this Section is established,  Employer shall be
entitled to preliminary and permanent  injunctive  relief as well as damages and
an equitable  accounting of all earnings,  profits,  and other benefits  arising
from such  violation,  which  right shall be  cumulative  and in addition to any
other rights or remedies to which  Employer  may be entitled.  In the event of a
violation of any provision of Sections (b), (c), (f), or (g) of this  Agreement,
the period for which those  provisions  would remain in effect shall be extended
for a  period  of time  equal  to that  period  beginning  when  such  violation
commenced and ending when the activities  constituting such violation shall have
been finally terminated in good faith.

                           (i)  Restrictions  Separable.  If  the  scope  of any
provision  of this  Section  is  found  by a Court  to be too  broad  to  permit
enforcement  to its full extent,  then such  provision  shall be enforced to the
maximum  extent  permitted  by law.  The  parties  agree  that the  scope of any
provision  of this  Section  may be  modified  by a judge in any  proceeding  to
enforce this  Agreement,  so that such  provision can be enforced to the maximum
extent permitted by law. Each and every restriction set forth in this Section is
independent  and severable  from the others,  and no such  restriction  shall be
rendered  unenforceable by virtue of the fact that, for any reason, any other or
others of them may be unenforceable in whole or in part.

                  6. Miscellaneous.

                           (a) 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  (i) if
personally   delivered,   on  the  date  of  delivery,   (ii)  if  by  facsimile
transmission,  24 hours after transmitter's  confirmation of the receipt of such
transmission,  (iii) if mailed,  three days after  deposit in the United  States
mail,
                                        5
<PAGE>
registered or certified, return receipt requested, postage prepaid and addressed
as provided below, or (iv) if by a courier delivery service providing  overnight
or "next-day" delivery, on the next business day after deposit with such service
addressed as follows:

                               (i) If to Employer:

                                   Main Street and Main Incorporated
                                   5050 North 40th Street, Suite 200
                                   Phoenix, Arizona 85018
                                   Attention: Chairman

                              (ii) If to Employee:

                                   Bart A. Brown, Jr.
                                   5050 North 40th Street, Suite 200
                                   Phoenix, Arizona 85018

Either 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.

                           (b) Indulgences; Waivers. Neither any failure nor any
delay on the part of either  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
binding unless executed in writing by the party making the waiver.

                           (c)  Controlling   Law.  This   Agreement,   and  all
questions relating to its validity, interpretation, performance and enforcement,
shall be governed by and construed in  accordance  with the laws of the state of
Arizona, notwithstanding any Arizona or other conflict-of-interest provisions to
the contrary.

                           (d)  Binding  Nature  of  Agreement,  Successors  and
Assigns.  This  Agreement  shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, personal representatives, successors,
and assigns; provided that because the obligations of Employee hereunder involve
the performance of personal services, such obligations shall not be delegated by
Employee. For purposes of this Agreement,  successors and assigns shall include,
but not be limited to, any individual, corporation, trust, partnership, or other
entity  that  acquires a majority  of the stock or assets of  Employer  by sale,
merger,  consolidation,  liquidation,  or other form of transfer.  Employer will
require  any  successor  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of Employer to expressly  assume and agree to perform  this  Agreement in
the same  manner and to the same  extent  that  Employer  would be  required  to
perform it if no such succession had taken place.

                           (e) Execution in Counterparts.  This Agreement may be
executed in any number of  counterparts,  each of which shall be deemed to be an
original as against any party whose signature appears thereon,  and all of which
shall together  constitute  one and the same  instrument.  This Agreement  shall
become  binding  when one or more  counterparts  hereof,  individually  or taken
together,  shall bear the  signatures  of the  parties  reflected  hereon as the
signatories.
                                        6
<PAGE>
                           (f)  Provisions  Separable.  The  provisions  of this
Agreement are  independent  of 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.

                           (g) Entire  Agreement.  This  Agreement  contains the
entire  agreement and  understanding  between the parties hereto with respect to
the  subject  matter  hereof  and  supersedes  all  prior  and   contemporaneous
agreements and understandings,  inducements and conditions,  express or implied,
oral or written,  except as herein  contained.  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.

                           (h) Paragraph  Headings.  The  paragraph  headings in
this Agreement are for convenience only; they form no part of this Agreement and
shall not affect its interpretation.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first above written.

                                        MAIN STREET AND MAIN
                                        INCORPORATED


                                        By
                                          --------------------------------------
                                          John Antioco, Chairman



                                        ----------------------------------------
                                          Bart A. Brown, Jr.
                                        7