T.G.I. FRIDAY'S(R) RESTAURANTS

                              DEVELOPMENT AGREEMENT

                            MAIN ST. CALIFORNIA, INC.

                              Date: April 22, 1998
<PAGE>
                           T.G.I. FRIDAYS RESTAURANTS

                             DEVELOPMENT AGREEMENT

                                TABLE OF CONTENTS

Section                                                                     Page
-------                                                                     ----

       RECITALS............................................................    1

 1     DEFINITIONS.........................................................    1

 2     EXCLUSIVE RIGHTS; TERM..............................................    5

 3     DEVELOPMENT SCHEDULE; SITE SELECTION; OCCUPANCY
       CONTRACT; DEVELOPMENT MANUALS.......................................    6

 4     FEES AND PAYMENTS...................................................    8

 5     REPRESENTATIVE; OPERATOR; RESTAURANT MANAGERS;
       TRAINING............................................................    8

 6     CONFIDENTIAL INFORMATION............................................   10

 7     DEVELOPER'S REPRESENTATIONS AND WARRANTIES;
       AFFIRMATIVE AND NEGATIVE COVENANTS..................................   11

 8     TRANSFER............................................................   13

 9     CONSENT AND WAIVER..................................................   15

10     DEFAULT AND REMEDIES................................................   16

11     INSURANCE...........................................................   19

12     INDEMNIFICATION.....................................................   20

13     NOTICES.............................................................   22

14     FORCE MAJEURE.......................................................   23

15     SEVERABILITY........................................................   23

16     INDEPENDENT CONTRACTOR..............................................   23

17     DUE DILIGENCE AND ASSUMPTION OF RISK................................   23

18     MISCELLANEOUS.......................................................   24

19     CHOICE OF LAW; JURISDICTION; VENUE..................................   24

20     ENTIRE AGREEMENT....................................................   25

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ADDENDUM A     COVENANT AND AGREEMENT FOR CONFIDENTIALITY (PRINCIPAL)

ADDENDUM B     GUARANTY AGREEMENT

EXHIBIT B      COVENANT AND AGREEMENT FOR CONFIDENTIALITY (OTHERS)

EXHIBIT C      TERRITORY


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                              DEVELOPMENT AGREEMENT

         This  Development  Agreement is entered into as of the 22 day of April,
1998 by and  between  TGI  Friday's  Inc.,  a New  York  corporation,  with  its
principal  place of business  located at 7540 LBJ  Freeway,  Suite 100,  Dallas,
Texas, 75251, and Main St. California, Inc., with its principal place of located
at business 5050 N. 40th Street, Suite 200, Phoenix, AZ 85018 and its Principals
(as defined herein below).

                                    RECITALS

         WHEREAS, Friday's has developed and owns the System;

         WHEREAS  Friday's  intends to identify the System in the Territory with
the Proprietary Marks; and

         WHEREAS,   Developer   wishes  to  obtain  certain  rights  to  develop
Restaurants under the System in the Territory

         NOW,  THEREFORE,  the parties, in consideration of the undertakings and
commitments set forth herein, agree as follows:

1. DEFINITIONS

As used in this  Agreement  the  following  words  and  phrases  shall  have the
meanings attributed to them in this Section:

ACTION - any cause of action, suit, proceeding,  claim, demand, investigation or
inquiry (whether a formal  proceeding or otherwise)  asserted or instituted by a
third party with respect to which the indemnity described in Section 12 applies

AFFILIATE - Carlson Restaurants Worldwide, Inc, or any subsidiary thereof or any
subsidiary of TG1 Friday's Inc.

AGREEMENT - this Development Agreement dated as of April 22, 1998

APPRAISER(S) - one or more independent  third parties selected by the parties to
this Agreement in accordance with the terms and conditions hereof

BUSINESS DAYS - Each day except Saturday, Sunday and national legal holidays

COMMENCEMENT DATE - April 22, 1998

COMPETING BUSINESS - a restaurant business offering the same or similar products
and services as offered by restaurants in the System or restaurants in any other
concept or system owned,  operated Or  franchised by Friday's or any  Affiliate,
including, without limitation,  waiter/waitress service, sit-down dining and bar
services

CONFIDENTIAL  INFORMATION - the System, the Development  Manual, the Manuals (as
defined in the Franchise  Agreement),  other  manuals,  the  Standards,  written
directives  and all  drawings,  equipment,  recipes,  computer and point of sale
programs (and output from such programs), and any other

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information, know-how, techniques, materials and data imparted or made available
by Friday's which IS (i) designated as confidential,  (ii) known by Developer to
be considered  confidential  by Friday's,  or (iii) by its nature  inherently or
reasonably considered confidential

DEVELOPER - Main St. California, Inc.

DEVELOPER INDEMNITEES - Developer,  Principals,  and their respective directors,
officers,  employees, agents, shareholders,  affiliates,  successors and assigns
and  the  respective  directors,   officers,  employees,  agents,  shareholders,
affiliates, successors and assigns of each

DEVELOPMENT  FEE - a fee equal to the sum of one hundred  percent  (100%) of the
Franchise  Fee for the first  Restaurant to be developed  under the  Development
Schedule,  plus twenty percent (20%) of the Franchise Fee for each of the second
through fifth Restaurants to be developed pursuant to the Development  Schedule,
and ten percent (10%) of the Franchise Fee for each additional  Restaurant to be
developed thereafter pursuant to the Development Schedule

DEVELOPMENT  MANUAL - Friday's manual, as amended from time to time,  describing
(generally)  the  procedures  and  parameters  for  the  development  of  T.G.I.
Friday's(R) Restaurants

DEVELOPMENT  MATERIALS  -  a  description  of  the  Site,  a  feasibility  study
(including,  without limitation,  demographic data, photographs,  maps, artists'
renderings,  site plans,  a copy of the Occupancy  Contract,  and  documentation
indicating Developer's prospects to acquire the Site) and such other information
related to the development of the Site as Friday's reasonably requests

DEVELOPMENT  SCHEDULE - the schedule  pursuant to which  Developer shall develop
Restaurants in the Territory (see Section 3.A)

EVENT OF DEFAULT - as defined in Section 10.

FRANCHISE  AGREEMENT - an agreement  pursuant to which Developer  constructs and
operates a  Restaurant,  which shall be  substantially  in the form  attached as
Exhibit A during the Development Schedule

FRANCHISEE - as defined in the Franchise Agreement

FRANCHISE  FEE - an  initial  per  Restaurant  fee (more  filly  defined  in the
Franchise  Agreement)  paid by  Developer  to  Friday's,  which  fee  varies  in
accordance  with the  number of  Restaurants  previously  developed  under  each
Development Schedule

FRIDAY'S - TGI Friday's Inc., a New York corporation

FRIDAY'S INDEMNITEES - Friday's,  its directors,  officers,  employees,  agents,
shareholders,  affiliates,  successors and assigns and the respective directors,
officers, employees, agents, shareholders and affiliates of each

HEADQUARTERS - the  location(s)  designated from time to time by Friday's as its
principal place of business

INDEMNITEES - Friday's Indemnitees and Developer Indemnitees

LOSSES AND EXPENSES - all compensatory,  exemplary or punitive  damages,  fines,
charges, costs, expenses,  lost profits,  reasonable fees of attorneys and other
engaged professionals,  court costs, settlement amounts,  judgments, costs of or
resulting from delays, financing, costs of advertising material and media

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time/space,  and costs of changing,  substituting or replacing the same, and any
and all expenses of recall, refunds, compensation, public notices and other such
amounts incurred in connection with the matters described in Section 12

MATERIAL EVENT OF DEFAULT - an Event of Default which  constitutes a substantial
deviation from the performance required

MULTI-UNIT MANAGER(S) - the individual(s) designated as described in Section 5.E
who  shall  be  solely  dedicated  to  the  management  and  supervision  of the
Restaurants

NSO-TEAM - a "new store  opening  team'  consisting  of Friday's  employees  and
certain of  Franchisee's  employees to whom Friday's has  consented  which shall
perform the functions described in Section 5.1

OCCUPANCY  CONTRACT - the  proposed  agreement or document  (including,  without
limitation,  any  lease,  deed,  contract  for sale,  contract  for  deed,  land
contract,  management contract,  license, or other agreement purporting to grant
any right,  title,  or interest in or to the Site)  pursuant to which  Developer
shall occupy or acquire rights in any Site

OPERATOR - an  individual  designated  as  described  in Section  5.B. who shall
devote his full time and best efforts to the management  and  supervision of (i)
Developer's  duties and  obligations  hereunder;  and (ii) the  operation of the
Restaurants

OTHER CONCEPTS - Retail,  wholesale,  restaurant,  bar, tavern,  take-out or any
other type of business  involving the  production,  distribution or sale of food
products, beverages, services, merchandise or other items in connection with the
use of one, some or all of the  Proprietary  Marks utilizing a system other than
the System pursuant to which a T.G.I. Friday's Restaurant is operated

OWNER - the party (if other than the Developer)  owning or controlling  the Site
and being a party (with o Developer) to the Occupancy Contract

PAYMENTS - all transfers of finds from Developer to Friday's including,  without
limitation, the Development Fee and reimbursement of expenses

PERMANENT  DISABILITY - any  physical,  emotional or mental  injury,  illness or
incapacity  which  would  prevent  the  afflicted  person  from  performing  his
obligations  hereunder for more then ninety (90)  consecutive days as determined
by a licensed physician selected by Friday's

PRELIMINARY  SITE  CONSENT - written  communication  from  Friday's to Developer
notifying  Developer  that a  proposed  site has  received  the  consent  of the
Friday's Site Review Committee

PRINCIPAL(S) - Main Street and Main  Incorporated who is (and such other persons
or entities to whom  Friday's  shall  consent  from time to time) the record and
beneficial  owners  of, and have the right to vote  their  respective  interests
(collectively  100%)  in  the  Securities  of  Developer  or the  securities  or
partnership  interest of any person or entity  designated by Friday's which owns
or controls a direct or indirect interest in the Securities of the Developer

PROJECT  MANAGER - an  individual  designated  as  described in Section 5.C. who
shall devote his full time and best efforts to the  coordination  and completion
of Restaurant construction

PROPRIETARY MARKS - certain trademarks, trade names, trade dress, service marks,
emblems and indicia of origin  designated  by Friday's from time to time for use
in connection with the operation of Restaurants

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pursuant to the System in the Territory,  including,  without  limitation,  "TGI
FRIDAY'S(R)", "FRIDAY'S(R)", "THE AMERICAN BISTRO".

PUBLICLY - HELD ENTITY - a corporation  or other entity whose equity  securities
are (i) registered  pursuant to applicable  law; (ii) widely held by the public;
and (iii) traded on a public securities exchange or over the counter pursuant to
applicable law

REPRESENTATIVE - an individual,  designated as described in Section 5-A- who (i)
owns an equity interest in the Developer and (ii) is authorized to act on behalf
of, and bind, Developer with respect to this Agreement

RESTAURANT(S)  - T.G.I.  Friday's(R)  Restaurant(s)  developed  pursuant to this
Agreement T.G.I. Friday's Restaurants and, if specifically set forth herein, may
collectively be referred to as T.G.I. Friday's Restaurants

RESTAURANT  MANAGER(S) - general manager,  assistant  general  manager,  kitchen
manager and other managers required for the management,  operation,  supervision
and promotion of the Restaurant pursuant to the terms hereof

SECURITY - the  capital  stock of,  partner's  interest  in, or other  equity or
voting  interest  in  Developer  including  such  interests  issued  or  created
subsequent to the date hereof

SITE - the proposed location of any Restaurant

STANDARDS - Friday's standards and specifications,  as amended from time to time
by  Friday's,  in its sole  discretion,  contained  in, and being a part of, the
Confidential  Information  pursuant to which Developer shall develop and operate
Restaurants in the Territory

SYSTEM - a unique, proprietary system developed and owned by Friday's (which may
be modified or further  developed from time to time in Friday's sole discretion)
for  the   establishment   and  operation  of   full-service   restaurants   and
restaurant/bars under the Proprietary Marks, which includes, without limitation,
a distinctive  image  consisting of exterior and interior design,  decor,  color
scheme  and  furnishings;  special  recipes,  menu items and full  service  bar;
uniform  standards,  products,  services  and  specifications;  procedures  with
respect to operations,  inventory and management control  (including  accounting
procedures  and  policies);   training  and  assistance;   and  advertising  and
promotional programs

TERM - the duration of this Agreement  commencing on the  Commencement  Date and
continuing  until the date  specified on the  Development  Schedule for the last
restaurant to be opened

TERRITORIAL  EXPENSES - such costs and  expenses  incurred by or  assessed  with
respect to  Friday's  (or other  described  party's)  employees,  agents  and/or
representatives  in connection  with activities in the Territory which Developer
is obligated to pay pursuant to this Agreement,  including,  without limitation,
hotel/lodging,  transportation  and  meals,  and  other  related  or  incidental
expenses

TERRITORY - the geographical area described in Exhibit C; provided, however, the
Territory shall not include any airport properties  otherwise located within the
Territory,  nor  a  specifically  identified  restricted  area  surrounding  any
Restaurant  located  within the  Territory as of the date of this  Agreement nor
shall it be deemed to convey  any  exclusivity  with  respect  to the use of the
Proprietary Marks.

TGIFM - TGI Friday's of Minnesota Inc., a Minnesota corporation and a subsidiary
of Friday's

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T.G.I.  FRIDAY'S(R)  RESTAURANTS - restaurants  operated in accordance  with the
system under the registered service marks, "FRIDAY'S(R)", "T.G.I. FRIDAY'S(R)"

TRAINING CENTER - the location(s) specified from time to time by Friday's as the
training center

TRANSFER - the sale, assignment,  conveyance,  license, devise, bequest, pledge,
mortgage  or  other  encumbrance,  whether  direct  or  indirect,  of  (i)  this
Agreement;  (ii) any or all rights or obligations of Developer  herein; or (iii)
any interest in any Security, including the issuance of any new Securities

TRANSFEREE  OWNER(S) - the owner of any and all record or beneficial interest in
the capital stock of, partner's  interest in, or other equity or voting interest
in any transferee of a Transfer occurring pursuant to the terms of Section 8

WAGE EXPENSES - such wages and/or salaries (including a reasonable allocation of
the cost of  benefits)  of, or with  respect to,  Friday's  (or other  described
party's)  employees,  agents and or representatives to be reimbursed to Friday's
or such party as described herein

2. EXCLUSIVE RIGHTS: TERM

         A. Friday's  grants to Developer the right,  and Developer  accepts the
obligation,  subject to the terms and conditions  herein, to develop and operate
the  number  of  traditional  TAIL  Friday's(R)  Restaurants  set  forth  in the
Development  Schedule  (set forth in Section 3 A) as may be approved by Friday's
in accordance  with its then current site consent  procedures.  The  Restaurants
shall be developed and operated in the Territory  pursuant to the System. For so
long as no Event of Default  has  occurred  and is  continuing  and no event has
occurred  which,  with the  giving of notice  or lapse of time,  or both,  would
constitute an Event of Default, Friday's will neither develop, nor authorize any
other  person  to  develop,  traditional  T.G.I.  Friday's  Restaurants  in  the
Territory during the Term.

          B. Friday's expressly  reserves the right, and Developer  acknowledges
that  Friday's has the exclusive  unrestricted  right,  to engage,  directly and
indirectly, through its employees,  developers,  franchisees,  licensees, agents
and others within the Territory,  in Other Concepts including a Front Row Sports
Grill. Such Other Concepts may compete with Developer directly or indirectly.

          C. Subject to Sections 3 and 4 hereof,  Developer  shall  exercise the
rights granted herein for each Restaurant by executing, delivering and otherwise
performing pursuant to a Franchise Agreement.

          D. Unless sooner  terminated as provided herein,  this Agreement shall
commence on the Commencement Date and continue until the expiration of the Term.
This Agreement shall automatically expire at 11:59 p.m. on the date specified in
Section 3.A. as the opening date for the last restaurant to be opened.

         E. Upon any termination or expiration of this Agreement,  (i) Developer
shall not  develop  additional  Restaurants  in the  Territory  pursuant to this
Agreement;  provided, however, that Developer may complete development of and/or
operate  Restaurants  under then existing  Franchise  Agreements  subject to the
terms and conditions thereof; and (ii) Friday's may develop, or authorize others
to develop, Restaurants in the Territory.

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3. DEVELOPMENT SCHEDULE: SITE SELECTION

         A.  Developer   shall  develop,   open,   commence   operation  of  and
continuously  operate pursuant to the respective  Franchise  Agreements  Fifteen
(15)  Restaurants  in the  Territory,  pursuant to the  Development  Schedule as
follows:

                                              Date Franchise
                      Date of Preliminary   Agreement Signed &     Date Open &
     Restaurant No.       Site Consent          Fees Paid           Operating
     --------------       ------------          ---------           ---------
          1&2                                                         1999
        3,4,5 & 6                                                     2000
         7,8 & 9                                                      2001
       10,11 & 12                                                     2002
       13, 14& 15                                                     2003

         (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.

          B. The number of  Restaurants  indicated in the  Development  Schedule
shall be OPEN AND OPERATING by the date(s) specified  therein.  Friday's consent
to any Site or execution  of a Franchise  Agreement  shall not waive,  extend or
modify  the  Development  Schedule.  Unless  otherwise  agreed and  approved  by
Friday's,   the  Restaurants   shall  refer  to  traditional   T.G.I.   Friday's
Restaurants.

         C.  Developer   assumes  all  cost,   liability,   expense,   risk  and
responsibility for locating, obtaining and developing Sites for Restaurants, and
for constructing and equipping  Restaurants at such Sites. Prior to execution of
each Franchise  Agreement,  Developer shall obtain Friday's consent to each Site
(including,  without  limitation,  the  Proprietary  Mark which shall be used to
identify the  Restaurant at the Site to the public)  pursuant to the time frames
set forth in Section IA. above in  accordance  with  Friday's then existing Site
selection criteria and procedures including:

               (1) submission of all Development Materials to Friday's; and

               (2) with respect to each  Restaurant  to be developed  hereunder,
completion  of one (1) Site visit by Friday's at Friday's sole cost and expense,
if required by Friday's.

         D.  Within  thirty  (30) days  following  receipt  of' all  Development
Materials and completion of any such visit,  Friday's shall consent to or reject
such Site. Friday's failure to consent shall constitute  rejection of such Site.
Promptly   after  Friday's   consent  is  obtained,   but  prior  to  commencing
construction at such Site, Developer shall execute a Franchise Agreement and pay
the Franchise Fee.

          E.  Neither  Friday's  (i)  consent  to  nor  (ii)  assistance  in the
selection of, any Site shall constitute Friday's representation or warranty that
a  Restaurant  operated at such Site will be  profitable  or meet any  financial
projection.

         F. Friday's shall have the right to review and consent to the Occupancy
Contract  prior  to the  execution  thereof  A copy  of the  proposed  Occupancy
Contract shall be provided to Friday's within sixty

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(60) days of the date of Preliminary Site Consent the Franchise  Agreement.  The
Occupancy Contract shall be executed by all necessary parties within thirty (30)
days following  Friday's  consent  thereto.  Developer shall furnish  Friday's a
complete  copy of the  executed  Occupancy  Contract  within ten (10) days after
execution.  Unless it conveys to  Developer  fee simple  title to the Site,  the
Occupancy Contract shall include the following covenants:

               (1) Owner shall deliver to Friday's, simultaneously with delivery
to  Developer,  any notice  alleging  Developer's  default  under the  Occupancy
Contract which threatens or purports to terminate the Occupancy Contract;

               (2)  Friday's  may enter the  Restaurant  premises to protect the
Proprietary Marks or the System or to cure any Event of Default or default under
the Occupancy Contract or the applicable Franchise Agreement;

               (3)  Developer  may assign the  Occupancy  Contract  to  Friday's
without any fee or modification  thereof and Friday's may assign or sublease the
Occupancy  Contract  or  license  the  Restaurant  premises  for any part of the
remaining term of the Occupancy Contact, each without Owner's consent; and

               (4) Owner and Developer shall not amend the Occupancy Contract in
any way which is  inconsistent  with the  provisions of Sections  3.F(1) through
(4), inclusive.

         G. Notwithstanding the terms of Section 3.F, Developer shall:

               (1)  deliver to  Friday's,  immediately  after  delivery to or by
Developer, any notice of default under the Occupancy Contract which threatens or
purports to terminate the Occupancy Contractor result in a foreclosure thereof;

               (2) permit  Friday's to enter the Restaurant  premises to protect
the  Proprietary  Marks or the System or to cure any Event of Default or default
under the  Occupancy  Contract or the  applicable  Franchise  Agreement,  all at
Developer's expense; and

               (3)  not  amend  the  Occupancy  Contract  in any  way  which  is
inconsistent with the provisions of Sections 3.G.(1) through (4), inclusive.

          H. Friday's shall provide  Developer with one (1)  Development  Manual
`on loan' and two (2) sets of Friday's standard plans and  specifications as of'
the  date  hereof  for  the  construction  of a  typical  Restaurant.  Developer
acknowledges Friday's ownership of the Development Manual and any such plans and
specifications,  together  with any  copyright  rights in or to such  materials.
Developer  shall  observe  Friday's  reasonable  requests  concerning  copyright
notices.  The  Development  Manual and such plans  shall be returned to Friday's
immediately upon termination or expiration of this Agreement.

          I. Friday's  shall provide such  consultation  as it reasonably  deems
necessary to consent to vendors and products  proposed to be used in  Restaurant
development and operation.

4. FEES AND PAYMENTS

          A.  In  consideration  of  the  development   rights  granted  herein,
Developer shall pay to Friday's upon execution of this Agreement the Development
Fee.  Under no  circumstances  shall  Developer be entitled to any refund of any
portion of the Development Fee.

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          B. The Franchise  Fee to be paid by Developer for each new  Restaurant
to he developed under the  Development  Schedule set forth in Section 3.A hereof
shall be Fifty Thousand  Dollars BB ($50,000.00)  for the first Restaurant to be
developed,  Fifty Thousand Dollars  ($50,000.00) for the second Restaurant to be
developed,   and  Fifty  Thousand  Dollars   ($50,000.00)  for  each  additional
Restaurant,   payable  upon  execution  of  the  Franchise  Agreement  for  each
Restaurant in accordance with the Development Schedule.  Developer shall receive
a credit  against  the  payment  of the  Franchise  Bee due for each  Restaurant
developed pursuant to the Development Schedule as follows:

    Restaurant No.                 Amount of Credit
    --------------                 ----------------
           1             Fifty Thousand Dollars ($50,000.00)
           2             Ten Thousand Dollars ($10,000.00)
           3             Ten Thousand Dollars ($10,000.00)
           4             Ten Thousand Dollars ($10,000.00)
           5             Ten Thousand Dollars ($10,000.00)
       6 or more         Five Thousand Dollars ($5,000.00)

         C. (1) All  Payments  shall be  submitted  to  Friday's  at the address
provided in Section 13 hereof, in care of the `Treasurer", or such other address
as Friday's shall designate in writing.

               (2)  Payments  shall be received by Friday's  (i) upon  execution
hereof in the case of the Development Fee; (ii) upon execution of each Franchise
Agreement;  and (iii) not more than thirty (30) days after date of invoices  for
all other  Payments.  Delinquent  Payments shall bear interest from the due date
until  received by Friday's at eighteen  percent  (18%) per annum or the maximum
rate permitted by law, whichever is less.

         D.  Developer  shall not withhold or off-set any portion of any Payment
due to  Friday's  alleged  non-performance  under  this  Agreement  or any other
agreement by and between  Friday's  and  Developer  or their  respective  parent
corporations, subsidiaries or affiliates.

5. REPRESENTATIVE: OPERATOR; RESTAURANT MANAGERS: TRAINING

         A. Developer hereby designates Gerard Bisceglia as the  Representative.
Any replacement  Representative  shall be designated within ten (10) days of the
prior  Representatives'  resignation or termination.  Each Representative  shall
attend and  successfully  complete  at the  Training  Center  Friday's  "Owner's
Orientation   Program"   (currently   approximately   four   (4)   weeks).   The
Representative  hereunder and under each Franchise  Agreement shall be the Caine
individual.

         B. Developer  hereby  designates Bart Brown,  Jr. as the Operator.  Any
replacement  Operator  shall be  designated  within  ten (10)  days of the prior
Operator's   resignation  or   termination.   Each  Operator  shall  attend  and
successfully   complete  at  the  Training  Center  within  six  (6)  months  of
appointment  Friday's  training  program  required for Restaurant  Managers (see
Section 5.D.). The Operator  hereunder and under each Franchise  Agreement shall
be the same individual.

         C.  Not  less  than  sixty  (60)  days  prior  to the  commencement  of
Restaurant  construction,  Developer  shall designate the Project  Manager.  Any
replacement  Project  Manager  shall be  designated  within ten (10) days of the
prior Project Manager's resignation/termnination.

         D. The  requisite  number of  Restaurant  Managers,  as  determined  by
Friday's,  shall  be  employed  by  Franchisee  for  each  Restaurant  developed
hereunder. All Restaurant Managers shall attend and successfully complete at the
Training Center Friday's training program for Restaurant Managers of

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T.G.I.  Friday's(R) Restaurants  (currently,  one (1) week).  Additionally,  the
Restaurant  Managers shall attend and successfully  complete additional training
(currently,  approximately  twenty  (20)  weeks)  at such then  existing  T.G.I.
Friday's Restaurants as shall be designated by Friday's.  Any previously trained
Restaurant Manager who is not a general manager, but has been selected to become
a general  manager  shall  attend  and  successfully  complete  such  additional
training as  Friday's  may  require.  Friday's  may require  general and kitchen
managers, at Developer's expense, to attend and successfully complete additional
training at the Training Center

         E. When the Franchise  Agreement for the third  Restaurant is executed,
Developer shall designate a Multi-Unit Manager.  Additional  Multi-Unit Managers
shall be designated from time to time as reasonably required by Friday's.  Prior
to  assuming  his  duties,  each  Multi-Unit  Manager  shall  have  successfully
completed  Restaurant  Manager  training and shall attend at the Training Center
and successfully  complete  Friday's  training  program for Multi-Unit  Managers
(currently,  two (2) days at the  Training  Center  and  approximately  four (4)
weeks) at such then existing TG.I. Friday's(R) Restaurants

         F.  Friday's  shall  have the right to  interview  and  consent to each
Operator, each Multi-Unit Manager,  Project Manager and all Restaurant Managers.
Friday's  shall endeavor to conduct such  interviews in the  Territory,  but may
require that such  interviews  occur at  Headquarters.  Developer shall bear all
costs an expenses related to making the Restaurant  Managers  available for such
interviews.

         G. Friday's  shall provide  instructors,  facilities  and materials for
training  at the  Training  Center,  and shall  provide,  at its  option,  other
training  programs at  non-Training  Center  locations as may be  designated  by
Friday's  from time to time in the Manuals or  otherwise  in writing.  Developer
shall reimburse  Friday's for any Territorial  Expenses or other direct expenses
incurred by Friday's for such other training programs.

         H.  Except  as  provided  herein,  Developer  shall  bear all costs and
expenses relating to any Representative,  Operator,  Multi-Unit Manager, Project
Manager and Restaurant Manager training.

          I. The NSO Team shall assist in (i) training Franchisee's employees at
each  Restaurant;  and (ii) the opening of each  Restaurant.  The NSO Team for a
traditional  T.G.1.  Friday's  Restaurant  shall consist of a combined  total of
approximately  twelve (12)  employees  of Friday's  and  Franchisee  (the actual
number of members shall be determined by Friday's,  depending upon the number of
T.G.1.  Friday's  Restaurants already open and operating and such other criteria
as Friday's deems  reasonable).  The members of the NSO Team shall be subject to
Friday's consent.  The number of Friday's employees selected to serve on the NSO
Team for a traditional T.G.I.  Friday's Restaurant shall be determined according
to the following schedule:

      Restaurant No.                                 No. of Team    Team Members
         Operated     No. of Friday's Employees   Members Paid for   Paid for by
       by Developer        on the NSO Team           by Friday's      Developer
       ------------        ---------------           -----------      ---------
           1&2                   12                      12               0
           3&4                    9                       9               3
           5&6                    6                       6               6
         7 or more                2                       2               10

         In the event Friday's determines that more than 12 NSO team members are
necessary  for an  opening,  Developers  with  five  or  more  restaurants  open
(inclusive of the new restaurant) shall be responsible for

                                        9
<PAGE>
the costs  associated with the team members in excess of 12. For Developers with
less than five restaurants open,  Friday's will bear the costs of the additional
team members.

         If  Franchisee  fails or is unable to timely  provide  such  employees,
Friday's  may, but shall not be obligated  to, staff the NSO-Team  with Friday's
employees. Friday's and Franchisee shall each be responsible for: (a) making all
travel,  food and lodging  arrangements,  and (b) the wage and other expenses of
the NSO-Team members provided by each; provided,  however, that Franchisee shall
reimburse  Friday's  for the  Territorial  Expenses  and the  Wage  Expenses  of
Friday's  employees  who are  provided  as a result of  Franchisee's  failure or
inability to provide Franchisee employees for participation on the NSO-Team.

6. CONFIDENTIAL INFORMATION

          A.    (1)  Neither  Developer  nor  any  Principal  shall communicate,
disclose or use any Confidential  Information  except as (i) permitted herein or
(ii)  required by law,  and shall use all  reasonable  efforts to maintain  such
information  as secret and  confidential  Neither  Developer  nor any  Principal
shall,  without  Friday's prior consent,  copy,  duplicate,  record or otherwise
reproduce any Confidential Information. Confidential Information may be provided
to employees,  agents,  consultants and contractors only to the extent necessary
for such parties to provide  services to Developer.  Prior to such disclosure of
any  Confidential  Information each of such employees,  agents,  consultants and
contractors   shall  (a)  be  advised  by  Developer  of  the  confidential  and
proprietary nature of the Confidential Information, and (b) agree to be bound by
the terms and conditions of Section 6 of this  Agreement.  Notwithstanding  such
agreement,  Developer shall indemnify the Friday's Indemnitees from any damages,
costs  or  expenses  resulting  from  or  related  to any  disclosure  or use of
Confidential Information by its agents, employees, consultants and contractors.

                (2)  In the event  Developer or  Developer's employees,  agents,
consultants,  or contractors receive notice of any request,  demand, or order to
transfer  or  disclose  all or any  portion  of  the  Confidential  Information,
Developer shall immediately  notify Friday's thereof,  and shall fully cooperate
with and  assist  Friday's  in  prohibiting  or  denying  any such  transfer  or
disclosure.  Should such transfer or  disclosure be required by a valid,  final,
non-appealable  court order,  Developer  shall fully  cooperate  with and assist
Friday's in protecting the  confidentiality  of the Confidential  Information to
the maximum extent permitted by law.

                (3)  Developer  and   each   Principal   acknowledge   Friday's
exclusive ownership of the Confidential  Information and the System, and TGIFM's
exclusive  ownership of, and Friday's  license with respect to, the  Proprietary
Marks.  Neither  Developer  nor any  Principal  shall,  directly or  indirectly,
contest or impair  Friday's or TGIFM's  exclusive  ownership of, and/or  license
with respect to, the  Confidential  Information,  the System or the  Proprietary
Marks.

          B. If Developer  develops  improvements (as determined by Friday's) to
the Confidential  Information,  Developer and the Principals shall each, without
additional  consideration,  execute such agreements and other  documentation  as
shall be deemed necessary by Friday's,  granting exclusive  ownership thereof to
Friday's. All such improvements shall be Confidential Information.

          C. Each Principal  shall execute and deliver to Friday's a covenant in
the  form  attached  as  Addendum  A.  Developer   shall  cause  each  Operator,
Representative,  Multi-unit Manager, Project Manager, and Restaurant Manager and
such other  employees of Developer whom Friday's shall  designate to execute and
(if  requested)  deliver to Friday's a covenant in the form attached as Addendum
B. Notwithstanding the execution of such covenant, Developer shall indemnify the
Friday's  Indemnitees  from any  damages,  costs or expenses  resulting  from or
related to any disclosure or use of Confidential

                                       10
<PAGE>
Information  by any Principal,  Operator,  Representative,  Multi-unit  Manager,
Project Manager or Restaurant Manager

         D. Immediately upon any termination or expiration hereof, Developer and
each Principal  shall return the  Confidential  Information  including,  without
limitation,  that  portion of the  Confidential  Information  which  consists of
analyses,  compilations,  studies or other documents  containing or referring to
any  part  of the  Confidential  Information,  prepared  by  Developer  or  such
Principal, their agents, representatives or employees, and all copies thereof

7. DEVELOPER'S REPRESENTATIONS AND WARRANTIES; AFFIRMATIVE AND NEGATIVE
   COVENANTS

         A. In the event Developer is a corporation,  limited  liability company
or partnership, Developer represents and warrants to Friday's as follows:

               (1)  Developer is duly  organized,  validly  existing and in good
standing  under  the  laws of the  jurisdiction  of its  organization  with  all
requisite  power and  authority  to own,  operate and lease its assets  (real or
personal),  to carry on its business,  to enter into this  Agreement and perform
its obligations hereunder.  Developer is duly qualified to do business and is in
good standing in each jurisdiction in which its business or the ownership of its
assets requires.

               (2) The execution,  delivery and performance by Developer of this
Agreement,  any Franchise Agreement and all other agreements contemplated herein
has been duly  authorized  by all  requisite  action  and no  further  action is
necessary  to make  this  Agreement,  any  Franchise  Agreement  or  such  other
agreements  valid and binding upon it and  enforceable  against it in accordance
with their respective terms. Neither the execution,  delivery nor performance by
Developer of this  Agreement,  any Franchise  Agreement or any other  agreements
contemplated  hereby will  conflict  with,  or result in a breach of any term or
provision  of  Developer's  articles  of  incorporation,   by-laws,  partnership
agreement or other governing  documents or under any mortgage,  deed of trust or
other contract or agreement to which  Developer is a party or by which it or any
of its assets are bound, or breach any order, writ,  injunction or decree of any
court, administrative agency or governmental body.

               (3) Developer's articles of incorporation,  by-laws,  partnership
agreement and other governing  documents  expressly limit  Developer's  business
activities  solely to the development and operation  (pursuant to this Agreement
and the Franchise Agreements) of the Restaurants.

               (4) Certified  copies of Developer's  articles of  incorporation,
by-laws,  partnership  agreement,  other governing  documents and any amendments
thereto,  including board of director's or partners resolutions authorizing this
Agreement, have been delivered to Friday's

               (5) A certified current list of all Principals has been delivered
to Friday's.

               (6)  Developer's  articles of  incorporation  or other  governing
documents,  or partnership  agreement  limit  Transfers as described in Sections
8.B.(2) and 8.C

               (7)  Each  Security  shall  bear a  legend  (in a form  to  which
Friday's shall consent) indicating  that any Transfer is subject to Sections 8.B
and 8.C

          B. Developer affirmatively covenants with Friday's as follows:

                                       11
<PAGE>
               (1) Developer shall perform its duties and obligations hereunder
and under any Franchise  Agreement and shall require each Operator,  Multi-Unit
Manager,  Project  Manager and Restaurant  Manager to dedicate their  respective
full  time  and  best  efforts  to the  development,  construction,  management,
operation,  supervision  and promotion of the Restaurants in accordance with the
terms and conditions hereof.

               (2)  Developer   shall   promptly   provide   Friday's  with  all
information  concerning  any new  process or  improvements  in the  development,
construction, management, operation, supervision or promotion of the Restaurants
developed by Developer or any Principal without compensation.  Developer and the
Principals  shall each execute such agreements and other  documentation as shall
be deemed necessary by Friday's, granting Friday's exclusive ownership thereof.

               (3) Developer  shall comply with all  requirements  of applicable
rules, regulations, statutes, laws and ordinances.

               (4) Developer shall maintain a current list of all Principals and
deliver a certified  copy  thereof to Friday's  upon (i) any  Transfer;  or (ii)
request

               (5) Each Security  issued  subsequent to the date hereof shall be
in compliance with Section 7.A.(7).

          C. Developer acknowledges to and/or negatively covenants with Friday's
as follows:

               (1)  Developer  shall not amend its  articles  of  incorporation,
by-laws, partnership agreement or other governing documents in a manner which is
inconsistent with Sections 7.A.(3), 8.B.(2) and 8.C.

               (2)  Developer  shall  not  remove  or  permit  removal  from any
Security or its partnership agreement,  or issue any Security that does not have
endorsed upon it, the legend described in Section 7.A.(7).

               (3) Developer and each Principal shall receive  valuable,  unique
training,  trade secrets and the Confidential  Information  which are beyond the
present  skills,  experience  and  knowledge of  Developer,  any  Principal  and
Developers  employees.  Developer and each Principal  acknowledge  that (i) such
training,  trade secrets and the  Confidential  Information (a) are essential to
the  development of the  Restaurant  and (b) provide a competitive  advantage to
Developer;  and (ii) access to such training, trade secrets and the Confidential
Information  is a primary  reason  for their  execution  of this  Agreement.  In
consideration  thereof,  Developer and each Principal  covenant that, during the
Term and for a period  of one (I)  year  after  the  expiration  or  termination
hereof, neither Developer nor any Principal shall, directly or indirectly

                    (a) employ or seek to employ  any  person  (or  induce  such
person to leave his or her  employment) who is, or has within one (1) year been,
employed (i) by Friday's,  (ii) by any developer or  franchisee of Friday's,  or
(iii) in any other  concept  or  system  owned,  operated  or  franchised  by an
Affiliate, as a director, officer or in any managerial capacity;

                    (b)  own,  maintain,  operate  or have any  interest  in any
Competing Business;

                    (c)  own,  maintain,  operate  or have any  interest  in any
Competing  Business  which  business  is, or is intended  to be,  located in the
Territory; or

                                       12
<PAGE>
                    (d)  own,  maintain,  operate  or have any  interest  in any
Competing  Business  which  business is, or is intended to be,  located within a
three (3) mile radius of any  restaurant  which is a part of a concept or system
owned, operated, or franchised by Friday's or any Affiliate.

               (4)  Sections  7.C.(3)(b),  (c) and (d)  shall  not  apply  to an
interest for  investment  only of five percent (5%) or less of the capital stock
of a  Publicly-Held  Entity if such owner is not a director,  officer or manager
therefor or consultant thereto

               (5) Each of the foregoing  covenants is independent of each other
covenant or agreement contained in this Agreement.

          E. Friday's may, in its sole discretion,  reduce the area, duration or
scope of any  covenant  contained  in Section 7.C.  without  Developer's  or any
Principals  consent,  effective  upon notice to  Developer,  Developer  and each
Principal shall comply with any covenant as so modified.

          F. Developers  representations,  warranties,  covenants and agreements
herein are continuing representations, warranties, covenants and agreements each
of' which shall survive the expiration or termination hereof.

8. TRANSFER

          A.  Friday's  may  assign  this  Agreement,  or any of its  rights  or
obligations  herein,  to  any  person  or  entity  without  Developer's  or  any
Principal's  consent;  provided,  however,  that Friday's  obligations which are
assigned  shall be fully  assumed  by the party to whom  Friday's  assigns  such
obligations.

          B    (1)  Developer and  each  Principal  acknowledge that Developer's
rights and  obligations  herein and in each Franchise  Agreement are personal to
Developer and that Friday's has entered into this  Agreement and will enter into
each  Franchise  Agreement  relying  upon the  business  skill,  experience  and
aptitude,  financial  resources and reputation of Developer and each  Principal.
Therefore,  neither Developer nor any Principal,  their respective successors or
permitted  assigns,  shall  complete,  or allow to be  completed,  any  Transfer
without  Friday's  consent  Any  purported  Transfer,  by  operation  of  law or
otherwise,  without  Friday's  consent shall be null and void and  constitute an
Event of Default.

               (2) Friday's  may require  satisfaction  of any of the  following
conditions and such other conditions as Friday's may reasonably require prior to
consenting to any Transfer,  each of which Developer  acknowledges and agrees is
reasonable and necessary:

                    (a)  no  Event  of  Default   shall  have  occurred  and  be
continuing and no event shall have occurred which,  with the giving of notice or
lapse of time, or both, would constitute an Event of Default;

                    (b) Developer and/or any affected  Principal shall deliver a
general  release  of  any  and  all  claims  against  the  Friday's  Indemnitees
including,  without  limitation,  claims  arising  under this  Agreement and any
Franchise Agreement, in a form acceptable to Friday's;

                    (c)  Developer  and/or any affected  Principal  shall remain
liable for the performance of its obligations,  covenants and agreements  herein
through  the date of  transfer  and shall  execute  all  instruments  reasonably
requested by Friday's to evidence such liability;

                                       13
<PAGE>
                    (d)  the   transferee  and  all   Transferee   Owners,   as
applicable,  shall (i) make each of Developer's and Principal's  representations
and warranties;  (ii) assume full,  unconditional,  joint and several  liability
for,  and agree to perform from the date of Transfer,  each of  Developer's  and
Principal's obligations,  covenants and agreements herein; and (iii) execute all
instruments (in a form acceptable to Friday's)  reasonably requested by Friday's
to evidence the foregoing;

                    (e) the transferee and all Transferee  Owners shall satisfy,
in  Friday's  reasonable  judgment,  Friday's  then  existing  criteria  for LOP
Friday's(R)  developers  or  principals,  as  applicable,   including,   without
limitation:  (i) education;  (ii) business skill, experience and aptitude; (iii)
character and reputation; and (iv) financial resources;

                    (f) the transferee  and all Transferee  Owners shall execute
(without  extending the Term) the standard form of  development  agreement  then
being  offered  to new System  developers  or other  form of this  Agreement  as
Friday's  requests and such other  ancillary  agreements as Friday's may request
for the development of the Restaurants, which shall supersede this Agreement and
its ancillary documents and the terms of which may differ from the terms hereof;
provided,  however,  that  the  transferee  shall  not be  required  to pay  the
Development  Fee  (transferee  shall  pay all  Franchise  Fees  and  other  fees
described in each Franchise  Agreement  which have not already been paid in full
by Developer); and

                    (g)   at  the   transferee's   expense,   the   transferee's
Representative,  any Multi-unit  Manager(s),  Operator,  and Restaurant Managers
shall  complete  such  training  as then  required  (if not  previously  trained
pursuant to the tens  hereof),  upon such tens and  conditions  as Friday's  may
reasonably require.

     C. Developer and each Principal agree that:

               (1) (i)  Friday's  shall  have and is  hereby  granted a right of
first refusal with respect to any  Transfer;  (ii) should  Developer  and/or any
Principal  desire to accept a bona fide  offer to make a  Transfer,  such  party
shall promptly  notify Friday's  thereof and shall provide such  information and
documents  relating  thereto as Friday's may require;  (iii) within  thirty (30)
days after  receipt of such  notice,  information  and  documents,  Friday's may
notify such party that it intends to exercise  its right of first  refusal  with
regard to such Transfer upon such terms and conditions;  provided, however, that
such transaction  shall be consummated  within a reasonable period of time after
Friday's  has given such notice;  (iv) any  material  change in the terms of any
offer or any change in the identity of the proposed  transferee shall constitute
a new offer subject to Friday's right of first refusal; and (v) Friday's failure
to exercise such right shall not  constitute a waiver of any other  provision of
this Agreement, including such right with respect to future offers; and

               (2) in the event such offer provides for payment of consideration
other than cash,  Friday's may elect to purchase the interest for the reasonable
equivalent  in cash- If the parties  cannot agree within thirty (30) days of the
receipt of notice of Friday's  election to exercise  such right of first refusal
on such reasonable equivalent in cash, an Appraiser designated by Friday's shall
determine  such amount,  and his  determination  shall be final and binding.  If
Friday's elects to exercise the right of first refusal described above, the cost
of the appraisal,  if any, shall be set off against any payment made by Friday's
hereunder.

          D. In the event Developer  requests  Friday's  consent to any proposed
Transfer,  there shall be paid to Friday's a non-refundable fee of Five Thousand
Dollars ($5,00000), or such greater amount as is necessary to reimburse Friday's
for its costs and expenses  associated  with  reviewing  the  proposed  Transfer
including,  without limitation,  Territorial Expenses, legal and accounting fees
and Wage

                                       14
<PAGE>
Expenses.  No such fee shall be  payable  with  respect  to a  transaction  with
Friday's described in Section 8.C.

          E. In the  event  Developer  or any  Principal  is a  natural  person,
Developer or his administrator,  executor,  guardian or personal  representative
shall  promptly  notify  Friday's of the death or Permanent  Disability  of such
Developer or such  Principal.  Any Transfer  upon death or Permanent  Disability
shall be subject to the terms and conditions  described in Sections  8.B.(2) and
8.C. and shall be completed  prior to a date which is (i) one (1) year after the
date of death;  or (ii)  ninety  (90)  days  after  the date  Developer  or such
Principal  becomes,  or is deemed to be,  Permanently  Disabled Developer Or any
Principal refusing to submit to examination with respect to Permanent Disability
shall be deemed Permanently Disabled.

          F. Friday's  consent to any Transfer  shall not constitute a waiver of
(i) any claims it may have  against  the  transferor;  or (ii) the  transferee's
compliance with the terms hereof

9. CONSENT AND WAIVER

          A. When  required,  Developer  or any  Principal  shall  make  written
request for Friday's  consent in advance and such  consent  shall be obtained in
writing.  Friday's consent shall not be unreasonably withheld. The foregoing not
withstanding, where either party's consent is expressly reserved to such party's
sole  discretion,  the  exercise  of such  discretion  shall not be  subject  to
contest.

          B.  FRIDAY'S  MAKES  NO   REPRESENTATIONS  OR  WARRANTIES  UPON  WHICH
DEVELOPER OR ANY  PRINCIPAL  MAY RELY AND ASSUMES NO LIABILITY OR  OBLIGATION TO
DEVELOPER,  ANY  PRINCIPAL OR ANY THIRD PARTY BY PROVIDING  ANY WAIVER,  ADVICE,
CONSENT OR SERVICES TO DEVELOPER OR DUE TO ANY DELAY OR DENIAL THEREOF.

10. DEFAULT AND REMEDIES

         10.01 A. The following shall constitute  Events of Default by Developer
Or any Principal:  (i) failure to comply with the Development Schedule; (ii) the
breach or falsity of any  representation  or warranty  herein;  (iii) failure to
deliver  executed  covenants  as required in Section &C; (iv)  failure to comply
with or perform  its  covenants,  obligations  and  agreements  herein;  (v) any
Transfer  that (a) occurs  other than as  provided  in Section 8 or (b) fails to
occur within the time periods described in Section 8  (notwithstanding  any lack
of, or limits upon, the enforceability of any term or provision of Sections 7 or
8);  (vi)  failure  to make any  Payment on or before  the date  payable;  (vii)
failure  to  meet  and/or  maintain  the  Standards;  (viii)  Developer  (a)  is
adjudicated,  or is,  bankrupt or  insolvent,  (b) makes an  assignment  for the
benefit of  creditors,  or (c) seeks  protection  from  creditors by petition in
bankruptcy or otherwise or there is filed against  Developer a similar  petition
which is not  dismissed  within  thirty  (30) days;  (ix) the  appointment  of a
liquidator or receiver for (a) all or substantially  all of Developers assets or
(b) any Restaurant is sought which is not dismissed within thirty (30) days; (x)
breach or failure to perform any other term or condition of this Agreement; (xi)
an event of default shall arise under any Franchise  Agreement;  (xii) Developer
or any Principal pleads guilty or no contest to or is convicted of a felony or a
crime  involving  moral  turpitude or any other crime or offense  that  Friday's
reasonably  believes is likely to adversely  affect the Proprietary  Marks,  the
System  or the  goodwill  associated  therewith  (whether  in the  Territory  or
elsewhere)  or  Friday's  interest  therein;  or (xiii)  any (a) two (2) or more
Events of Default  shall  arise  under any  single  subsection  of this  Section
l0.01.A  or (b) three (3) or more  Events of  Default  shall  arise  under  this
Section 10.0l.A in any continuous twelve (12) month period  notwithstanding  the
previous cure of such Events of Default.

                                       15
<PAGE>
          B. The parties  agree that an Event of Default  arising  under Section
10.0l.A(i).  (iii),  (iv) [with  respect to Events of Default  arising,  without
limitation,  under Section  7.C.(3)],  (v), (vi),  (viii),  (ix), (xi), (xii) or
(xiii) shall  constitute a Material Event of Default.  The parties further agree
that Events of Default  committed by Developer or any  Principal  arising  under
other  Sections of this  Agreement  may also be deemed to be Material  Events of
Default.

          C. Upon the  occurrence  of an Event of  Default by  Developer  or any
Principal,  Friday's may exercise one or more of the following  remedies or such
other remedies as may be available at law or in equity:

               (1) cure such  Event of  Default at  Developer's  expense  and in
connection  therewith  Developer  (i) hereby  grants to Friday's  all rights and
powers  necessary or appropriate to accomplish  such cure;  (ii) shall indemnify
and hold the Friday's Indemnitees harmless from and against all costs,  expenses
(including  reasonable  fees of  attorneys  and  other  engaged  professionals),
liabilities,  claims,  demands and causes of action (including  actions of third
parties)  incurred by or alleged  against any Friday's  Indemnitee in connection
with  Friday's  cure;  and (iii)  shall  reimburse  or pay such costs or damages
within ten (10) days of receipt of Friday's invoice therefor;

               (2) in the event of a Material  Event of Default,  upon notice to
Developer,  terminate this Agreement and all rights  granted  hereunder  without
waiving any (i) claim for damages  suffered by Friday's;  or (ii) other  rights,
remedies or claims (no notice of termination  shall be required with regard to a
Material Event of Default under Section 10-01.A. (viii) or (ix)); or

               (3) with respect to an Event of Default  arising from a breach of
covenant contained in Section  7.C(3)(a),  the affected former employer shall be
compensated by the breaching party (and Developer  shall be additionally  liable
for breaches by any Principal) for the reasonable costs and expenses incurred by
such employer in connection  with  training  such  employee,  Developer and each
Principal  acknowledge that such expenses are impossible to accurately  quantify
and agree that, as liquidated  damages and not as a penalty,  an amount equal to
such employees  annual rate of  compensation  in the final twelve (12) months of
employment  (or an  annualized  rate if employed  for a shorter  period) by such
former  employer shall be paid by the breaching  party to the former employer at
such time as such employee commences employment.

         D. Friday's  shall not exercise any remedies  available  hereunder with
respect to the  following  described  Events of Default  unless  such  Events of
Default remain uncured after notice from Friday's  thereof and the expiration of
the following cure periods:

               (1) with respect to any Event of Default  arising  under  Section
10.01.A.(vi) - ten (10) days; or

               (2) with respect to any Event of Default  arising under  Sections
l0.01.A.(i)-(v) inclusive, (vii) and (x) - thirty (30) days.

         E. If any Events of Default  arising under  Sections  10.0l.A.(i) - (v)
inclusive,  (vii) or (x) cannot  reasonably  be cured  within  thirty (30) days,
Developer shall provide Friday's notice thereof  (together with Developer's best
estimate of the time period  required  to  complete  such cure) and  immediately
undertake efforts to cure such default within the cure period, and continue such
efforts with  diligence to  completion.  In no event,  however,  shall such cure
period be extended without the prior written consent of Friday's.

                                       16
<PAGE>
         F.  Developer and each  Principal  agree that Friday's  exercise of the
rights and remedies set forth herein are  reasonable.  Friday's may, in addition
to pursuing any other remedies, specifically enforce such obligations, covenants
and agreements or obtain injunctive or other equitable relief in connection with
the  violation or  anticipated  violation  of such  obligations,  covenants  and
agreements-

         10.02 A. The following shall constitute  Events of Default by Friday's:
(i) failure to comply with or perform its obligations and agreements  herein, or
(ii) Friday's (a) is  adjudicated,  or is,  bankrupt or insolvent,  (b) makes an
assignment for the benefit of creditors,  or (c) seeks protection from creditors
by petition in  bankruptcy  or  otherwise or there is filed  against  Friday's a
similar petition which is not dismissed within thirty (30) days.

         B. Upon the  occurrence  of a Material  Event of  Default by  Friday's.
Developer may, upon notice to Friday's, terminate this Agreement and all rights
granted  hereunder  without  waiving  any (i)  claim  for  damages  suffered  by
Developer;  or (ii) other rights,  remedies or claims.  Any  termination of this
Agreement  by Developer  other than as provided in this  Section  10.02 shall be
deemed a termination by Developer without cause.

         C. Developer shall not exercise any remedies  available  hereunder with
respect to any Events of Default  unless such Events of Default  remain  uncured
after (i) notice from  Developer  thereof and (ii) the expiration of thirty (30)
days following such notice

         D. If any Events of Default  cannot  reasonably  be cured within thirty
(30) days,  Friday's  shall provide  Developer  notice  thereof  (together  with
Friday's  best  estimate of the time period  required to complete such cure) and
immediately  undertake efforts to cure such default within the cure period,  and
continue such efforts with diligence to completion.  In no event, however, shall
such cure period be extended without the prior written consent of Developer.

         10.03  Subject  to the  provisions  of  Section  10.06,  all rights and
remedies of either party shall be cumulative,  and not  exclusive,  of any other
right  or  remedy  described  herein  or  available  at  law or in  equity.  The
expiration or termination of this Agreement shall not release any party from any
liability or obligation  then accrued or any liability or obligation  continuing
beyond,  or  arising  from,  such  expiration  or  termination  Nothing  in this
Agreement  shall  impair  either  party's  right to obtain  injunctive  or other
equitable relief.

         10.04 The  failure of any party to  exercise  any right or remedy or to
enforce any  obligation,  covenant or agreement  herein  shall not  constitute a
waiver by, or estoppel of that party's  right to any of the  remedies  described
herein including, without limitation, to enforce strict compliance with any such
obligation,  covenant or agreement  No custom or practice  shall modify or amend
this Agreement.  The waiver of, or failure or inability of any party to enforce,
any right or remedy  shall not  impair  that  party's  rights or  remedies  with
respect  to  subsequent  Events of Default  of the same,  similar  or  different
natures The delay,  forbearance or failure of any party to exercise any right or
remedy  in  connection  with any  Event  of  Default  or  default  by any  other
developers  shall not  affect,  impair or  constitute  a waiver of such  party's
rights or remedies  herein.  Acceptance of any Payment shall not waive any Event
of Default.

         10.05 Developer and each Principal  shall,  jointly and severally,  pay
all costs and expenses (including reasonable fees of attorneys and other engaged
professionals)  incurred by Friday's in successfully enforcing, or obtaining any
remedy arising from the breach of, this Agreement.  The existence of any claims,
demands or actions which  Developer or any Principal may have against  Friday's,
whether arising from this Agreement or otherwise, shall not constitute a defense
to Friday's  enforcement  of  Developer's  or any  Principal's  representations,
warranties, covenants, obligations or agreements herein.

                                       17
<PAGE>
         10.06 IN THE EVENT OF A DISPUTE  BETWEEN  THEM WHICH IS NOT SUBJECT TO,
NOR ARISES UNDER,  SECTION 12, FRIDAY'S,  DEVELOPER &ND PRINCIPALS HEREBY WAIVE,
TO THE FULLEST EXTENT  PERMITTED BY LAW, ANY RIGHT TO OR CLAIM FOR ANY PUNITIVE,
EXEMPLARY,  INCIDENTAL,  INDIRECT,  SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT  LIMITATION,  LOSS OF  PROFITS,  BUT  SPECIFICALLY  EXCLUDING,  HOWEVER,
DAMAGES TO THE REPUTATION AND GOODWILL  ASSOCIATED WITH AND/OR SYMBOLIZED BY THE
PROPRIETARY  MARKS)  AGAINST  THE  OTHER  ARISING  OUT OF ANY  CAUSE  WHATSOEVER
(WHETHER SUCH CAUSE BE BASED IN CONTRACT,  NEGLIGENCE,  STRICT LIABILITY,  OTHER
TORT OR  OTHERWISE)  AND AGREE THAT EACH SHALL BE LIMITED TO THE RECOVERY OF ANY
ACTUAL DAMAGES  SUSTAINED BY IT. IF ANY OTHER TERM OF THIS AGREEMENT IS FOUND OR
DETERMINED TO BE UNCONSCIONABLE  OR UNENFORCEABLE FOR ANY REASON,  THE FOREGOING
PROVISION SHALL CONTINUE IN FULL FORCE AND EFFECT.

11. INSURANCE

         A.  Developer  shall obtain within thirty (30) from the date hereof and
maintain  throughout  the Term,  such  insurance  coverage  (including,  without
limitation,  auto liability coverage and workers compensation  insurance) as may
be (i) required by law; or (ii)  reasonably  designed to protect  Developer from
the risks inherent in the  development  activities to be engaged in by Developer
pursuant to this Agreement.  Friday's shall have the right to reasonably consent
to the types and amounts of coverage and the issuing  companies.  Such insurance
shall:

               (1) name the Friday's  Indemnitees as additional  insured parties
and provide that  coverage  applies  separately  to each insured and  additional
insured  party  against whom a claim is brought as though a separate  policy had
been issued to each Friday's Indemnitee;

               (2) contain no provision which limits or reduces  coverage in the
event of a claim by any one (1) or more of the  insured  or  additional  insured
parties;

               (3) provide  that policy  limits  shall not be reduced,  coverage
restricted,  canceled, allowed to lapse or otherwise altered or such policy(ies)
amended  without  Friday's  consent,  but in no event upon less than thirty (30)
days prior written notice to Friday's;

               (4) be obtained from reputable  insurance  companies with an A.M.
Best Rating of "A" and an A.M. Best Class Rating of XIV (or  comparable  ratings
from a reputable  insurance rating service,  in the event such A.M. Best ratings
are  discontinued  or  materially  altered),  authorized  to do  business in the
jurisdiction in which the Restaurant is located; and

               (5) be in an amount and form satisfactory to Friday's;  but in no
event in amounts less than the following:

                    (a) auto liability  insurance,  including coverage of owned,
non-owned and hired vehicles, with a combination of primary and excess limits of
not less than Five Hundred Thousand Dollars  ($500,000.00) for bodily injury for
each person,  One Million  Dollars  ($1,000,000.00)  for bodily  injury for each
occurrence  and Two  Hundred  Fifty  Thousand  Dollars  ($250,000.00)  for  each
occurrence of property damage;

                                       18
<PAGE>
                    (b) employer's  liability insurance with a limit of not less
than Five Hundred Thousand Dollars ($500,000.00); and

                    (c) workers compensation  insurance in such amount as may be
required by applicable statute or rule.

         B. Such  insurance may provide for reasonable  deductible  amounts with
Friday's consent

         C. A certificate of insurance  shall be submitted for Friday's  consent
within ten (10) days following  commencement  of such  coverage,  and additional
certificates of insurance shall be submitted to Friday's thereafter,  evidencing
uninterrupted  coverage.  Developer  shall  deliver  a  complete  copy  of  such
policy(ies) within ten (10) days of request.

         D.  In the  event  of a  claim  of  any  one or  more  of the  Friday's
Indemnitees against Developer,  Developer shall, on request of Friday's,  assign
to Friday's any and all rights which  Developer  then has or thereafter may have
with  respect  to such claim  against  the  insurer(s)  providing  the  coverage
described in this Section.

         E.  Developer's  obligation  to obtain  and  maintain  insurance  or to
indemnify  any  Friday's  Indemnitee  shall  not be  limited  by  reason  of any
insurance  which may be  maintained by any Friday's  Indemnitee,  nor shall such
insurance  relieve  Developer of any liability  under this Agreement  Developers
insurance  shall  be  primary  to  any  policies   maintained  by  any  Friday's
Indemnitee.

         F. If Developer  fails to obtain or maintain the insurance  required by
this Agreement,  as such requirements may be revised from time to time, Friday's
may acquire such insurance, and the cost thereof, together with a reasonable fee
for Friday's  expenses in so acting and interest at eighteen  percent  (18%) per
annum from the date acquired, shall be payable by Developer upon notice.

12. INDEMNIFICATION

          A.  Developer and each of Developer's  Principals  will, at all times,
indemnify and hold harmless to the fullest extent permitted by law Friday's, its
corporate  affiliates,  successors  and  assigns and the  respective  directors,
officers,  employees, agent and representatives of each (Friday's and all others
hereinafter  collectively  "Indemnities")  from all  "losses and  expenses"  (as
defined below) incurred in connection with any action, suit, proceeding,  claim,
demand, investigation or inquiry (formal or informal), or any settlement thereof
(whether or not a formal  proceeding or action has been instituted) which arises
out of or is based upon any of the following:

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

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

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

               (4) The  violation or breach by  Developer or any of  Developer's
Principals  of any  warranty,  representation,  agreement or  obligation in this
Agreement.

                                       19
<PAGE>
               (5) Acts,  errors or omissions of Developer or any of its agents,
servants, employees, contractors, partners, affiliates or representatives

         B. Developer and each of Developer's  Principals agree to give Friday's
immediate notice of any such action, suit, proceeding, claim, demand, inquiry or
investigation.

         C.  Friday's  shall at all  times  have the  absolute  right to  retain
counsel of its own choosing in  connection  with any action,  suit,  proceeding,
claim,  demand,  inquiry or  investigation  Friday's shall at all times have the
absolute  right to  investigate  any action,  suit  proceeding,  claim or demand
itself.

         D.  Developer  and  each  of  Developer's  Principals  shall  indemnify
Friday's for its  attorneys'  fees,  expenses,  and costs incurred in connection
with the exercise of Friday's  rights under  Subsection  12.01.  This  provision
shall not be construed so as to limit or in any way affect Developer's indemnity
obligations pursuant to the other provisions of Subsection 1101~

         E.  In  the  event  that  Franchisor's  exercise  of its  rights  under
Subsection  12.01 .C actually  results in Developer's  Insurer (i.e.,  insurance
required  to  be   maintained  by  Developer   pursuant  to  Subsection   12.01)
(hereinafter  Section  12.01 "the  Insurer")  refining  to pay on a third  party
claim,  all  causes of action  and legal  remedies  which  Developer  might have
against the Insurer shall be  automatically  assigned to Franchisor  without the
need for any  further  action  on  Franchisor's  or  Developer's  part.  For the
purposes  of  Subsection   12.01,   "actually   results"  means  that,  but  for
Franchisor's  exercise of its rights under  Subsection  12.01, the Insurer would
not have refused to pay on said third-party claim.

         F.  In  the  event  that  Franchisor's  exercise  of its  rights  under
Subsection  1201.  actually  results  in  the  Insurer  refusing  to  pay  on  a
third-party claim,  Developer shall not be required to indemnify  Franchisor for
the latter's  attorneys'  fees,  expenses and costs incurred in connection  with
that claim.

         G. In the event that the Insurer  subsequently  reverses  its  previous
decision to not pay a claim,  by in fact paying that claim,  Developer  shall be
required to indemnify  Franchisor for the latter's attorneys' fees, expenses and
costs incurred in connection  with that claim,  just as if the Insurer had never
denied the claim.

         H. In the event that Developer  encourages,  requests, or suggests that
the  Insurer  deny  a  claim,  Developer  shall  indemnify  Franchisor  for  its
attorneys' fees, expenses and costs in connection with that claim.

         I. Subject to the  provisions of Subsection  11.01.B above, in order to
protect persons or property, or its reputation or goodwill, or the reputation or
goodwill of others,  Franchisor may, at any time and without  notice,  as it, in
its judgment  deems  appropriate,  consent or agree to  settlements or take such
other remedial or corrective  action as it deems  expedient with respect to the
action,  suit,  proceeding,  claim,  demand,  inquiry  or  investigation  if, in
Franchisor's sole judgment, there are reasonable grounds to believe that:

               (1) any of the acts or  circumstances  enumerated  in  Subsection
12.01.A above have occurred; or

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

                                       20
<PAGE>
          J. In addition to their indemnity  obligations  under Section 12.0l.D,
Developer and Developer's  Principals shall indemnify Franchisor for any and all
losses,  compensatory  damages,  exemplary or punitive damages,  fines, charges,
costs, expenses, lost profits, settlement amounts,  judgments,  compensation for
damages to the Franchisor's reputation and goodwill,  costs of or resulting from
delays, financing, costs of advertising material and media time/space, and costs
of changing,  substituting  or replacing  the same,  and any and all expenses of
recall, refunds, compensation, public notices and other such amounts incurred in
connection  with the matters  described,  which result from any of the items set
forth in Section 12.01.

          K.  Franchisor  does not assume  any  liability  whatsoever  for acts,
errors,  or  omissions  of  those  with  whom  Developer  or any of  Developer's
Principals  may  contract,  regardless  of the  purpose.  Developer  and each of
Developer's  Principals  shall hold  harmless and indemnify  Franchiser  for all
losses and  expenses  which may arise out of any acts,  errors or  omissions  of
these third parties

          L. Under no circumstances shall Franchisor be required or obligated to
seek recovery  from third  parties or otherwise  mitigate its losses in order to
maintain a claim against Developer or any of Developer's  Principals,  Developer
and each of  Developer's  Principals  agree  that the  failure  to  pursue  such
recovery  or  mitigate  loss will in no way reduce the  amounts  recoverable  by
Franchiser from Developer or any of Developer's Principals.

          M.  Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement,  Developer is not required to indemnify Franchisor with regard to any
infringement,  alleged  infringement or other violation or alleged  violation by
Developer or any of Developer's  Principals of any patent, mark, or copyright or
other  proprietary  right  owned or  controlled  by a third  party,  arising  in
connection  with the use of the  Proprietary  Marks  and  System  franchised  to
Developer when used in the manner authorized and required by Franchisor pursuant
to this  Agreement  In the  event  Developer  is  involved  in  such an  action,
Franchisor  agrees  to  indemnify   Developer  and  Developer's   Principals  in
connection  with the defense  thereof and to indemnify  and hold  Developer  and
Developer's  Principals  harmless  from  any and all  losses,  damages,  claims,
liabilities,  expenses,  including attorney's fees (prior to litigation,  during
litigation,  and on  appeal)  and all  costs  (whether  taxed or not  taxed)  in
connection with proceedings  regarding the same.  Developer shall give notice to
Franchisor  of any such claim no later than  fifteen  (15) days after  Developer
becomes  aware  of same or is  given  notice  thereof  This  indemnity  shall be
inoperative  to the extend that failure to have timely  provided  such notice to
Franchisor  materially impairs Franchisor's ability to defend any such claim, in
whole or in part, or to minimize the costs of this  indemnity.  Developer  shall
not be required to defend  Franchisor  with  regard to  Developer's  utilization
pursuant to this  Agreement of the  Proprietary  Marks and System  provided such
utilization  is in  strict  compliance  with that  authorized  and  required  by
Franchiser pursuant to this Agreement.

13. NOTICES

          All  notices  required  or desired to be given  hereunder  shall be in
writing  and shall be sent by personal  delivery,  expedited  delivery  service,
facsimile or certified mail, return receipt requested to the following addresses
(or such other addresses as designated pursuant to this Section 13):

          IF TO FRIDAY'S    TGI Friday's Inc.
                            Attention: General Counsel
                            7540 LBJ Freeway, Suite 100
                            Dallas, Texas 75251
                            Facsimile No.: (972) 450-5636

         IF TO DEVELOPER OR ANY PRINCIPAL:

                                       21
<PAGE>
                                    Main St. California, Inc.
                                    Attention: Bart Brown, Jr.
                                    5050 N. 40th  Street, Suite 200
                                    Phoenix, AZ 85018
                                    Facsimile No: (602) 852-0001

          Notices  posted by personal  delivery,  expedited  service or given by
facsimile  shall be deemed  given  the next  business  day  after  transmission.
Notices  posted by certified  mail shall be deemed  received  three (3) Business
Days after the date of posting.  Any change in the foregoing  addresses shall be
effected by giving  fifteen (15) days written notice of such change to the other
party.

14. FORCE MAJEURE

         No party shall be liable for any  inability to perform  resulting  from
acts of God or other  causes  (other than  financial  inability  or  insolvency)
beyond their reasonable control;  provided,  however,  that nothing herein shall
excuse or permit any delay or failure  (i) to remit any Payment on the date due;
or (ii) for more than one-hundred eighty (180) days. The party whose performance
is affected by an event of force  majeure  shall,  within  three (3) days of the
occurrence of such event,  give notice  thereof to the other party setting forth
the nature thereof and an estimate of its duration.

15. SEVERABILITY

          A. Should any term,  covenant or provision  hereof, or the application
thereof, be determined by a valid, final,  non-appealable order to be invalid or
unenforceable,  the  remaining  terms,  covenants  or  provisions  hereof  shall
continue in full force and effect without regard to the invalid or unenforceable
provision-  In such  event,  such term,  covenant or  provision  shall be deemed
modified to impose the maximum dory permitted by law and such term,  covenant or
provision  shall be valid and enforceable in such modified form as if separately
stated in and made a part of this Agreement.  Notwithstanding the foregoing,  if
any term  hereof  is so  determined  to be  invalid  or  unenforceable  and such
determination  adversely  affects,  in Friday's  reasonable  judgment,  Friday's
ability to realize the  principal  purpose of the  Agreement  or preserve its or
TGIFM's  rights in, or the  goodwill  underlying,  the  Proprietary  Marks,  the
System, or the Confidential  Information,  Friday's may terminate this Agreement
upon notice to Developer.

          B. Captions in this Agreement are for  convenience  only and shall not
affect the meaning or construction of any provision hereof.

16. INDEPENDENT CONTRACTOR

         A. Developer is an independent contractor.  Nothing herein shall create
the relationship of principal and agent, legal  representative,  joint ventures,
partners,  employee and employer or master and servant  between the parties.  No
fiduciary duty is owed by, or exists between, the parties.

         B. Nothing  herein  authorizes  Developer or any  Principal to make any
contract,  agreement,  warranty  or  representation  or to  incur  any  debt  or
obligation in Friday's name

17. DUE DILIGENCE AND ASSUMPTION OF RISK

         A.  Developer and each  Principal (i) have conducted such due diligence
and  investigation  as each desires;  (ii) recognize  that the business  venture
described herein involves risks; and (iii)

                                       22
<PAGE>
acknow1edge  that the success of such  business  venture is  dependent  upon the
abilities of Developer and Principals.  FRIDAY'S EXPRESSLY  DISCLAIMS THE MAKING
OF, AND DEVELOPER AND EACH PRINCIPAL  ACKNOWLEDGE TEAT THEY RAVE NOT RECEIVED OR
RELIED  UPON,  ANY  REPRESENTATION  OR WARRANTY,  EXPRESS OR IMPLIED,  AS TO THE
POTENTIAL  PERFORMANCE OR VIABILITY OF THE BUSINESS VENTURE CONTEMPLATED BY THIS
AGREEMENT.

         B. Developer and each Principal have received, read and understand this
Agreement,  the  documents  referred to herein and the  Exhibits  and  Schedules
hereto.  Developer and each  Principal  have had ample time and  opportunity  to
consult  with their  advisors  concerning  the  potential  benefits and risks of
entering into this Agreement.

13. MISCELLANEOUS

         A. Time is of the essence to this Agreement.

         B. There are no third party  beneficiaries to this Agreement except for
the  remedy  provided  for breach of  Developer's  or any  Principal's  covenant
contained in Section 7C(3)(a), the provision for liquidated damages contained in
Section 10.0l.C.(3), and the rights and remedies provided for in Exhibit B.

         C. This Agreement may be executed in any number of counterparts each of
which when so executed  shall be an original,  but all of which  together  shall
constitute one (1) and the same instrument.

         D. All references herein to the masculine,  neuter or singular shall be
construed to include the masculine, feminine, neuter or plural, unless otherwise
suggested by the text.

         E. This Agreement will become  effective only upon execution  hereof by
the President or a vice president of Friday's.

         F.  This  Agreement  is not a  franchise  agreement  and does not grant
Developer  or any  Principal  any  rights  in or to the (i)  System  (except  as
expressly provided herein); or (ii) Proprietary Marks.

         G.   Developer   shall  not  use  the  words   "FRIDAY'S(R)",   "T.G.I.
FRIDAY'S(R)" "TGIF(R)", "THE AMERICAN BISTRO(R)", or any part thereof as part of
its corporate or other name.

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

19. CHOICE OF LAW; JURISDICTION: VENUE

         A.  DEVELOPER AND ITS  PRINCIPALS  ACKNOWLEDGE  THAT FRIDAY'S MAY GRANT
DEVELOPMENT RIGHTS THROUGHOUT THE UNITED STATES ON TERMS AN]) CONDITIONS SIMILAR
IN CERTAIN MATERIAL  RESPECTS TO THOSE SET FORTH IN THIS AGREEMENT,  AND THAT IT
IS OF MUTUAL BENEFIT TO DEVELOPER AND

                                       23
<PAGE>
DEVELOPER'S  PRINCIPALS  AND TO  FRIDAY'S  THAT THESE  TERMS AND  CONDITIONS  BE
UNIFORMLY INTERPRETED.  THEREFORE,  THE PARTIES AGREE THAT TO THE EXTENT THE LAW
OF THE  STATE  OF  TEXAS  IS HELD  ENFORCEABLE,  TEXAS  LAW  SHALL  APPLY TO THE
INTERPRETATION  AND  CONSTRUCTION OF THIS AGREEMENT  (EXCEPT FOR TEXAS CHOICE OF
LAW RULES) AND SHALL GOVERN ALL QUESTIONS WHICH ARISE WITH REFERENCE HERETO.

         B. THE PARTIES  ACKNOWLEDGE  THAT THIS  AGREEMENT SHALL BE PERFORMED IN
SUBSTANTIAL PART IN DALLAS COUNTY,  TEXAS. THE PARTIES  THEREFORE AGREE THAT ANY
CLAIM,  CONTROVERSY  OR DISPUTE  ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE PERFORMANCE  THEREOF WHICH CANNOT BE AMICABLY  SETTLED,  EXCEPT AS OTHERWISE
PROVIDED HEREIN,  SHALL BE RESOLVED BY A PROCEEDING IN A COURT IN DALLAS COUNTY,
TEXAS,  AND DEVELOPER AND PRINCIPALS EACH  IRREVOCABLY  ACCEPT AND SUBMIT TO THE
JURISDICTION  OF THE COURTS OF THE STATE OF TEXAS AND THE FEDERAL COURTS LOCATED
IN DALLAS COUNTY,  TEXAS FOR SUCH CLAIMS,  CONTROVERSIES OR DISPUTES;  PROVIDED,
HOWEVER,  WITH RESPECT TO ANY ACTION WHICH INCLUDES  INJUNCTIVE  RELIEF, OR ANY
ACTION FOR THE RECOVERY OF ANY  PROPERTY,  REAL OR PERSONAL,  FRIDAY'S MAY BRING
SUCH ACTION IN ANY STATE WHICH HAS .JURISDICTION.

20. ENTIRE AGREEMENT

         This  Agreement  and  the  Exhibits,   Addenda  and  Schedules   hereto
constitute the entire agreement between  Friday's,  Developer and the Principals
concerning  the  subject  matter  hereof.  All  prior  agreements,  discussions,
representations,  warranties  and  covenants  are  merged  herein.  THERE ARE NO
WARRANTIES,  REPRESENTATIONS,  COVENANTS  OR  AGREEMENTS,  EXPRESS  OR  IMPLIED,
BETWEEN THE PARTIES  CONCERNING THE SUBJECT MATTER  HEREOF,  INCLUDING,  WITHOUT
LIMITATION,  ANY IMPLIED  COVENANT OF GOOD FAITH AND FAIR DEALING,  EXCEPT THOSE
EXPRESSLY  SET  FORTH  IN THIS  AGREEMENT.  EXCEPT  THOSE  PERMITTED  TO BE MADE
UNILATERALLY BY FRIDAY'S HEREUNDER,  NO AMENDMENT,  CHANGE OR VARIANCE FROM THIS
AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS MUTUALLY AGREED TO BY FRIDAY'S
AND DEVELOPER AND EXECUTED IN WRITING.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.

WITNESS:                                TGI FRIDAY'S INC.

/s/  Janice Sutcliff                    /s/
------------------------                ------------------------
Name: Janice Sutcliff                   Its: Vice President & General Counsel

Date:  4/22/98                          Date:  4/22/98
     -------------------                     ------------------

WITNESS:                                MAIN ST. CALIFORNIA, INC.

/s/  Patricia A. Davies                 /s/ Bart Brown
------------------------                ------------------------
Name: Patricia A. Davies                Its: President

Date:  4/15/98                          Date:  4/15/98
     -------------------                     ------------------

                                       24
<PAGE>
         Each Principal acknowledges, covenants and represents as follows:

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

         (2) each is a `Principal" as described in this Agreement;

         (3) each is the owner of and has the right to vote the  percent  of the
Securities  of'  Developer  indicated  next  to  the  signature  below  of  each
Principal;

         (4) each makes all of the  representations,  warranties,  covenants and
agreements  of the  Developer  (including  liability  to  make  Payments)  and a
Principal  set  forth in this  Agreement  (including,  without  limitation,  the
covenants and agreements  concerning  Transfer,  non-compete and maintenance of'
Confidential Information) and is obligated to perform thereunder;

         (5)  each   individually,   jointly  and  severally,   irrevocably  and
unconditionally  guarantees that all of Developer's  obligations under the terms
and conditions of this Agreement will be timely, paid and performed;

         (6) each  acknowledges that Friday's may, without notice to Principals,
waive, renew, extend, modify, amend or release any indebtedness or obligation of
Developer, or settle, adjust, or compromise any claims against Developer;

         (7) each waives all  demands and notices of every kind with  respect to
this guaranty including, without limitation,  notice of presentment,  demand for
payment or performance by Developer,  any default by Developer or any guarantor,
and any release of any  guarantor or other  security  for this  Agreement or the
obligations  of Developer.  Friday's may pursue its rights  against  Developer's
Principals  without first exhausting its remedies against  Developer and without
joining any other guarantor hereto  and no delay on the part of Friday's in the
exercise  of any  right or remedy  shall  operate  as a waiver of such  right or
remedy;

         (8) each has derived and expects to derive  financial or other benefit,
directly  or  indirectly,  from this  Agreement  and the  transaction  described
herein;

         (9) each  acknowledges  that his/its  execution of this Agreement,  and
his/its  undertakings and agreements  herein, has induced Friday's to enter into
the transactions described in, and to execute, this Agreement;

         (10)  each  consents  to and  shall be bound by any  amendment  of this
Agreement made by Friday's and Developer pursuant to the terms hereof; and

         (11) each has executed,  concurrent herewith, the Guaranty Agreement on
Addendum B.

                                   PRINCIPALS                    Securities
                                                                   Voting %

WITNESS:                       MAIN STREET & MAIN INC.              100%

/s/  Patricia A. Davies        /s/ Bart Brown
------------------------       ------------------------
Name: Patricia A. Davies       Its: President

Date:  4/15/98                 Date:  4/15/98
     -------------------            ------------------

                                       25
<PAGE>
                  COVENANT AND AGREEMENT FOR CONFIDENTIALITY

          This  agreement   ("Agreement")  is  made  by  Main  Street  and  Main
Incorporated,  Inc a  corporation  organized  under  the laws  of' the  State of
Delaware  ("Principal") and TGI Friday's Inc., a corporation organized under the
laws  of  the  of  New  York  ("Friday's"),  in  connection  with  that  certain
Development Agreement dated April 22, 1998, (the "Development Agreement") by and
between Friday's and ("Developer").

          WHEREAS,  Friday's and  Developer  have  entered into the  Development
Agreement; and

          WHEREAS, the Confidential  Information provides economic advantages to
Friday's  and is not  generally  known to, and not legally  available  to, third
parties; and

          WHEREAS, Friday's has taken and intends to take all steps necessary to
maintain the confidentiality of the Confidential Information; and

          WHEREAS,   Principal  will  receive,   and  desires  to  receive,  the
Confidential Information in his capacity as a Principal of Developer; and

          WHEREAS,  this Agreement is executed and delivered pursuant to Section
&C of the Development Agreement.

          NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and
obligations contained herein, Principal and Friday's agree as follows:

          1. Capitalized  terms used herein and not otherwise defined shall have
the meanings attributed to them in the Development Agreement.

          2.  Friday's   shall   disclose  to  Principal  some  or  all  of  the
Confidential  Information  which may be utilized by Principal  solely (a) in his
capacity as a Principal  of  Developer  and (b) in  connection  with  Developers
performance of its duties and obligations pursuant to the Development Agreement.
No other use or disclosure of any of the Confidential  Information shall be made
by Principal.  Principal  acknowledges  and agrees that Friday's or TGIFM is the
exclusive owner of the Confidential Information,  the System and the Proprietary
Marks Principal shall not, directly or indirectly, contest or impair Friday's or
TGIFM's ownership of, or interest in, the Confidential  Information,  the System
or the Proprietary Marks.

          3.  Principal  shall receive the  Confidential  Information  in strict
confidence.  The Confidential  Information may be utilized by Principal only (a)
so long as Principal  remains a Principal of Developer  and (b) during the Term.
The Confidential  Information shall not be used in any manner that is adverse or
detrimental to, or competitive  with,  Friday's,  TGIFM or Developer.  Except as
permitted  pursuant  to  the  Development  Agreement  or  this  Agreement,   the
Confidential  Information  shall  not,  without  the prier  written  consent  of
Friday's,  be (x)  copied,  (y)  compiled  (in  total  or in  part)  with  other
information, or (z) disclosed to any third party.

          4. Principal shall not  communicate,  disclose or use the Confidential
Information, or any part thereof, except as (a) permitted herein or (b) required
by law The  Confidential  Information  may be disclosed to  Principal's  agents,
consultants,  contractors  and  employees  who  need  to know  the  Confidential
Information  for the sole  purpose of  providing  services to  Principal in his
capacity as a Principal of

                                       26
<PAGE>
Developer.  Prior to such disclosure of any  Confidential  Information,  each of
such agents,  consultants,  contractors  and  employees  shall (a) he advised by
Principal  of the  confidential  and  proprietary  nature  of  the  Confidential
Information  and (b)  agree to be  bound by the  terms  and  conditions  of this
Agreement.   Notwithstanding  such  agreement,  Principal  shall  indemnify  the
Friday's Indemnitees from and against any damages,  costs (including  reasonable
fees of attorneys and other engaged  professionals)  and expenses resulting from
any disclosure or use of the Confidential  Information,  or any part thereof, by
such agents, representatives or employees contrary to the terms hereof

          5. In the event Principal or Principal's agents,  representatives,  or
employees receive notice of any request, demand or order to transfer or disclose
all or any portion of the Confidential Information,  Principal shall immediately
notify Friday's  thereof,  and shall fully cooperate with and assist Friday's in
prohibiting or denying any such transfer or disclosure.  Should such transfer or
disclosure be required by a valid, final,  non-appealable court order, Principal
shall fully cooperate with and assist Friday's in protecting the confidentiality
of the Confidential Information to the maximum extent permitted by law.

          6.  Immediately  upon  Friday's  request  or upon any  termination  or
expiration  of the Term.  Principal  shall return the  Confidential  Information
including,  without  limitation,  that portion of the  Confidential  Information
which consists of analyses, compilations,  studies or other documents containing
or referring to any part of the Confidential Information, prepared by Principal,
its agents, representatives or employees and any copies thereof

          7. Each of the representations, warranties, covenants, acknowledgments
and  agreements  of  Principal,  and the  rights and  remedies  of  Friday's  in
connection therewith,  contained in the Development Agreement including, without
limitation,  those contained in Sections 6, 7.C.(3), 8.B, 8.C, 8.E and 10 of the
Development  Agreement,  are  incorporated  in this Agreement by reference as if
fully set forth.  In  connection  with Friday's  enforcement  of such rights and
remedies (or other rights and remedies of Friday's  under this  Agreement),  any
court of  competent  jurisdiction  selected  by  Friday's  shall  have  personal
jurisdiction  over  Principal,   to  which  jurisdiction  Principal  irrevocably
consents.  The parties agree that to the extent the law of the State of Texas is
held enforceable,  Texas law shall apply to the  interpretation and construction
of this  Agreement  (except for Texas  choice of law rules) and shall govern all
questions which arise with reference hereto.

          8.  Friday's  may,  in  addition  to  pursuing  any  other   remedies,
specifically  enforce  such  obligations,  covenants  and agreements  or  obtain
injunctive  or other  equitable  relief  in  connection  with the  violation  or
anticipated violation of such obligations,  covenants and agreements without the
necessity  of showing (i) actual or  threatened  harm;  (ii) the  inadequacy  of
damages as a remedy;  or (iii) likelihood of success on the merits,  and without
being  required to furnish  bond or other  security.  Nothing in this  Agreement
shall impair Friday's right to obtain equitable relief.

          9. Should any term,  covenant or provision  hereof, or the application
thereof, be determined by a valid, final,  non-appealable order to be invalid or
unenforceable,  the  remaining  terms,  covenants  or  provisions  hereof  shall
continue in full force and effect without regard to the invalid or unenforceable
provision.  In such event  such  term,  covenant  or  provision  shall be deemed
modified to impose the maximum duty permitted by law and such term,  covenant or
provision  shall be valid and enforceable in such modified form as if separately
stated in and made a part of this Agreement.

          10. Any of'  Principal's  agreements,  obligations or covenants  which
contemplate  performance  thereof  after the  termination  or expiration of this
Agreement shall survive such termination Or expiration.

                                       27
<PAGE>
          11.  Principal  acknowledges  and  warrants  that he has  derived  and
expects  to  derive  financial  or other  advantage  and  benefit,  directly  or
indirectly,  from the Development Agreement, this Agreement and/or the provision
of the Confidential Information to Developer and/or Principal.

          IN WITNESS WHEREOF, this Agreement has been executed by the parties on
the dates indicated below.

WITNESS:                                TGI FRIDAY'S INC.

/s/  Janice Sutcliff                    /s/
------------------------                ------------------------
Name: Janice Sutcliff                   Its: Vice President & General Counsel

Date:  4/22/98                          Date:  4/22/98
     -------------------                     ------------------

WITNESS:                                MAIN ST. CALIFORNIA, INC.

/s/  Patricia A. Davies                 /s/ Bart Brown
------------------------                ------------------------
Name: Patricia A. Davies                Its: President

Date:  4/15/98                          Date:  4/15/98
     -------------------                     ------------------

WITNESS:                                MAIN ST. & MAIN INC.

/s/  Patricia A. Davies                 /s/ Bart Brown
------------------------                ------------------------
Name: Patricia A. Davies                Its: President

Date:  4/15/98                          Date:  4/15/98
     -------------------                     ------------------

                                       28
<PAGE>
                       EXHIBIT B TO DEVELOPMENT AGREEMENT

                  COVENANT AND AGREEMENT FOR CONFIDENTIALITY

          This  agreement   ("Agreement")  is  made  by  [Employee's  Name].  an
individual   residing   in  the   state  of   __________________   ("Employee"),
"Developer's   Name],   [an   individual   residing   in  the   state  of  Or  a
corporation/partnership   organized   under   the   laws   of   the   State   of
________________  ("Developer"),  in  connection  with that certain  Development
Agreement dated  ___________________.  ______. (the `Development  Agreement") by
and between TGI Friday's Inc. ("Friday's") and Developer.

          WHEREAS,  Friday's and  Developer  have  entered into the  Development
Agreement; and

          WHEREAS, the Confidential  Information provides economic advantages to
Friday's,  and is not generally known to, and is not legally available to third
parties; and

          WHEREAS, Friday's has taken and intends to take all steps necessary to
maintain the confidentiality of the Confidential Information; and

          WHEREAS,  it will be necessary  for certain  employees of Developer to
have  access  to and to use  some  or  all of the  Confidential  Information  in
connection  with  the  performance  of  their  job  functions   related  to  the
development, construction and operation of Restaurants under the System; and

          WHEREAS, Employee is the [insert title] of Developer; and

          WHEREAS,  Employee  needs to receive,  and desires to receive and use,
the  Confidential  Information  in the course of his  employment by Developer in
order to effectively perform his job function; and

          WHEREAS,  the Agreement is executed and delivered  pursuant to Section
6.C. of the Development Agreement.

          NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and
obligations contained herein. Employee and Developer agree as follows:

          1. Capitalized  terms used herein and not otherwise defined shall have
the meanings attributed to them on Annex A hereto.

          2.  Developer  or  Friday's,  acting  on behalf  of  Developer,  shall
disclose to Employee some or all of the  Confidential  Information  which may be
utilized by Employee  solely (a) in his capacity as the [title] of Developer and
(b) in connection with Employee's performance of his job functions. No other use
or disclosure of any of the Confidential  Information shall be made by Employee.
Employee  acknowledges and agrees that Friday's or TGI FM is the exclusive owner
of the Confidential Information,  the System and the Proprietary Marks. Employee
shall not,  directly  or  indirectly,  contest  of' impair  Friday's  or TGIFM's
ownership of, or interest in, the  Confidential  Information,  the System or the
Proprietary Marks.

          3.  Employee  shall  receive the  Confidential  Information  in strict
confidence, The Confidential Information may be utilized by Employee only (a) so
long as  Employee  is  employed  by  Developer  and (5)  during  the  Term.  The
Confidential  Information  shall not be used in any  manner  that is  adverse or
detrimental to or competitive  with,  Friday's,  TOTEM or Developer.  Except as
permitted  pursuant to this Agreement,  the Confidential  Information shall not,
without the prior written consent of Friday's,  be (x) copied,  (y) compiled (in
total or in part) with other information, or (a) disclosed to any third party.

          4. Employee shall not  communicate,  disclose or use the  Confidential
Information, or any part thereof, except as (a) permitted herein or (5) required
by law. The  Confidential  Information  may be disclosed to fellow  employees as
necessary  to  train  or  assist  such  other  employees  of  Developer  in  the
performance of their job functions with respect to the development, construction
or operation of a Restaurant. Prior to such disclosure of any

                                       1
<PAGE>
Confidential Information, each such employee shall (i) be advised by Employee of
the confidential and proprietary nature of the Confidential Information and (ii)
agree to be bound by the terms and conditions of this Agreement.

          5. In the event Employee  receives notice of any request,  demand,  or
order to transferor disclose all or any portion of the Confidential Information.
Employee shall immediately notify Developer  thereof,  and shall fully cooperate
with and  assist  Friday's  in  prohibiting  or  denying  any such  transfer  or
disclosure.  Should such transfer or  disclosure be required by a valid,  final,
non-appealable  court  order,  Employee  shall filly  cooperate  with and assist
Friday's in protecting the  confidentiality  of the Confidential  Information to
the maximum extent permitted by law.

          6. Immediately upon Friday's request,  upon Employee's  termination of
employment  with  Developer,  or upon the  conclusion  of the use for  which any
Confidential  Information was furnished,  Employee shall return the Confidential
Information  including,  without  limitation,  that portion of the  Confidential
Information which consists of analyses, compilations, studies or other documents
containing  or referring to any part of the  Confidential  Information,  and any
copies thereof, to Developer or Friday's.

          7. In order to protect the goodwill and unique qualities of the System
and the  confidentiality  and  value  of the  Confidential  Information,  and in
consideration  of the  disclosure to Employee of the  Confidential  Information,
Employee  covenants  that,  during the period of his employment by Developer and
for a period of one (1) year following termination of such employment,  Employee
shall not, directly or indirectly:

               A.  employ or seek to employ any person (or induce such person to
leave his or her employment)  who is, or has within one (1) year been,  employed
(i) by Friday's or  Developer,  (ii) by any developer or franchisee of Friday's,
or (iii) in any other  concept Or system  owned,  operated or  franchised  by an
Affiliate, as a director, officer or in any managerial capacity;

               B. own,  maintain,  operate or have any interest in any Competing
Business;

               C. own,  maintain,  operate or have any interest in any Competing
Business which business is, or is intended to be, located in the Territory; or

               D. own,  maintain,  operate or have any interest in any Competing
Business  which  business is or is intended to be,  located  within a radius of
three  (3)  miles of any  restaurant  which is a part of any  concept  or system
owned, operated or franchised by Friday's or any Affiliate.

          8. In connection  with the  enforcement  of rights and remedies  under
this  Agreement,  any court of competent  jurisdiction  selected by Developer or
Friday's shall have personal  jurisdiction over Employee,  to which jurisdiction
Employee irrevocably  consents.  THE PARTIES AGREE THAT TO THE EXTENT THE LAW OF
THE  STATE  OF  TEXAS  IS  HELD  ENFORCEABLE,  TEXAS  LAW  SHALL  APPLY  TO  THE
INTERPRETATION  AND  CONSTRUCTION OF THIS AGREEMENT  (EXCEPT FOR TEXAS CHOICE OF
LAW RULES) AND SHALL GOVERN ALL QUESTIONS WHICH ARISE WITH REFERENCE HERETO.

         9.     A. Employee acknowledges and agrees that (i) Friday's is a third
party beneficiary to this Agreement and (ii) Friday's exercise of the rights and
remedies set forth herein is reasonable.

               B.  Developer or Friday's  may, in addition to pursuing any other
remedies,   specifically  enforce  such  obligations  and  covenants  or  obtain
injunctive  or other  equitable  relief  in  connection  with the  violation  or
anticipated violation of such obligations and covenants without the necessity of
showing  (i) actual or  threatened  harm;  (ii) the  inadequacy  of damages as a
remedy; or (iii) likelihood of success on the merits, and without being required
to furnish  bond or other  security.  Nothing  in this  Agreement  shall  impair
Developer's or Friday's right to obtain equitable relief

               C. With respect to Employee's  breach of the covenants  contained
in Section 7.A hereof,  the affected  former  employer  shall be  compensated by
Employee  for the  reasonable  costs and expenses  incurred by such  employer in
connection with training such employee,  Developer and Employee acknowledge that
such  expenses  are  impossible  to  accurately  quantify  and  agree  that,  as
liquidated damages and not as a penalty, an amount equal to

                                       2
<PAGE>
such  employee's  annual rate of compensation in the final twelve (12) months of
employment  (or an  annualized  rate if employed  for a shorter  period) by such
former employer shall be paid by Employee to the former employer at such time as
such employee commences employment.

          10. Should any term,  covenant or provision hereof, or the application
thereof be determined by a valid, final,  non-appealable  order to be invalid or
unenforceable,  the  remaining  terms,  covenants  or  provisions  hereof  shall
continue in full force and effect without regard to the invalid or unenforceable
provision.  In such  event,  such term,  covenant or  provision  shall be deemed
modified to impose the maximum duty permitted by law and such term,  covenant or
provision  shall he valid and enforceable in such modified form as if separately
stated in and made a part of this Agreement.

          11. Any of  Employee's  agreements,  obligations  or  covenants  which
contemplate  performance  thereof  after the  termination  or expiration of this
Agreement shall survive such termination or expiration.

          IN WITNESS WHEREOF, this Agreement has been executed by the parties on
the dates indicated below.


                   [Employee]
Name:
     -----------------------------
Date:
     -----------------------------

WITNESS:                                                  [Developer]
                                                 By:
                                                    ----------------------------
-----------------------------                    Its:
Name:                                                ---------------------------
                                                 Date:
                                                      --------------------------

                                       3
<PAGE>
              Annex A to Covenant and Agreement for Confidentiality

AFFILIATE - Friday's Hospitality  Worldwide,  Inc., or any subsidiary thereof or
any subsidiary of TGI Friday's Inc.

COMMENCEMENT DATE - April ________, 1998

COMPETING  BUSINESS - a restaurant or bar/restaurant  business offering the Same
or similar  products  and  services as offered by  restaurants  in the System or
restaurants  in any other  concept or system  owned,  operated or  franchised by
Friday's  or  any  Affiliate,  including,  without  limitation,  waiter/waitress
service, sit-down dining and bar services

CONFIDENTIAL  INFORMATION - the System;  the  Development  Manual,  the Manuals,
other manuals,  the Standards,  written directives and all drawings,  equipment,
recipes,  computer and point of sale programs  (and output from such  programs);
and any other information,  know-how, techniques, materials and data imparted or
made available by Friday's which is (i) designated as  confidential,  (ii) known
by Developer or Employee to be considered  confidential by Friday's, or (iii) by
its nature inherently or reasonably considered confidential

DEVELOPMENT  MANUAL - Friday's manual, as amended from time to time,  describing
(generally) the procedures and parameters required for the development of T.G.I.
Friday's(R) Restaurants in the United States

INDEMNITEES   -  Friday's,   its   directors,   officers,   employees,   agents,
shareholders,  affiliates,  successors and assigns and the respective directors,
officers, employees, agents, shareholders and affiliates of each

MANUALS - Friday's confidential  operating manuals, as amended from time to time
in Friday's  sole  discretion,  which  contain the  instructions,  requirements,
Standards,  specifications,  methods and  procedures  for the  operation  of the
Restaurants including (i) those relating to the selection, purchase, service and
sale of all products being sold at the  Restaurants,  (ii) those relating to the
maintenance and repair of the Restaurants, buildings, grounds, equipment, signs,
interior and  exterior  decor items,  fixtures and  furnishings  and (iii) those
relating  to  employee  apparel  and  dress,  accounting,   bookkeeping,  record
retention and other business systems, procedures and operations

PROPRIETARY MARKS - certain trademarks,  trade names, service marks, emblems and
indicia of origin  designated by Friday's  from time to time in connection  with
the operation of Restaurants pursuant to the System in the Territory, including,
without limitation, "TGI FRIDAY'S(R)", "FRIDAY'S(R)", " THE AMERICAN BISTRO(R)".

RESTAURANT(S) - a T.G.I.  Friday's(R)  Restaurant(s) pursuant to the Development
Agreement

STANDARDS - the  standards and  specifications,  as amended from time to time by
Friday's  in its  sole  discretion,  contained  in,  and  being a part  of,  the
Confidential  Information  pursuant to which Developer shall develop and operate
Restaurants in the Territory

SYSTEM - a unique,  proprietary  system  developed and owned by Friday's  (which
tray be  modified  or  further  developed  from  time to time in  Friday's  sole
discretion)  for the  establishment  and operation of  full-service  restaurants
under the Proprietary Marks, which includes,  without limitation,  a distinctive
image  consisting  of exterior  and  interior  design,  decor,  color scheme and
furnishings;  special recipes, menu items and fill service bar; employee uniform
standards, products, services and specifications;

                                        4
<PAGE>
procedures  with respect to operations  and inventory  and  management  control;
training and assistance; and advertising and promotional programs;

TERM - the duration of the Development Agreement, commencing on the Commencement
Date and continuing until ___________________, 20__,  unless sooner terminated

TERRITORY - the geographical area described and set forth in Exhibit C

TGIFM - TGI Friday's of Minnesota Inc., a Minnesota corporation and a subsidiary
of Friday's

T.G.I.  FRIDAY'S(R)  RESTAURANTS - restaurants  operated in accordance  with the
System  under  the  U.S.  registered  service  marks,   "FRIDAY'S(R)",   "T.G.I.
FRIDAY'S(R)".

                                        5
<PAGE>
                       ADDENDUM B TO DEVELOPMENT AGREEMENT

                               GUARANTY AGREEMENT

          THIS GUARANTY AGREEMENT (the "Guaranty") is made as of the ____ day of
April,  1998,  by the  undersigned  (hereinafter  referred to  individually  and
collectively as "Guarantors" whether one or more) in favor of TGI Friday's Inc.,
a New York Corporation (`Friday's").

          WHEREAS,  Friday's,  Main  St.  California,  Inc.  and  certain  other
individuals  and/or  entities  entered into that certain  Development  Agreement
dated April __, 1998 (the "Development  Agreement") regarding the development of
T.G.I Friday's(R) restaurants locations in certain territory stated therein (the
"Restaurant");

          WHEREAS,  as an inducement  to Friday's to enter into the  Development
Agreement,  the  undersigned  Guarantors  have agreed to make and  deliver  this
Guaranty to Friday's.

          NOW THEREFORE, FOR VALUE RECEIVED,  Guarantors, jointly and severally,
if more than one, hereby acknowledge and agree as follows:

1.  Each  has  read  the  terms  and  conditions  of  this  Guaranty  and of the
Development Agreement.

2. Each is a "Principal' as defined in the Development Agreement.

3. Each makes all of the representations,  warranties,  covenants and agreements
of the  Developer  (including  liability to make  Payments)  and a Principal set
forth in the Development Agreement (including, without limitation, the covenants
and agreements concerning Transfer,  non-compete and maintenance of Confidential
Information) and is obligated to perform thereunder.

4. Each acknowledges that Friday's may, without notice to Guarantors and without
affecting the obligations of any of the Guarantors  under this Guaranty,  waive,
renew,  extend,  modify,  amend or release any  indebtedness  or  obligation  of
Developer, or settle, adjust, or compromise any claims against Developer;

5. Each  waives all  demands  and  notices  of every  kind with  respect to this
Guaranty  including,  without  limitation,  notice of  presentment,  demand  for
payment or performance  by Developer,  notice of any default by Developer or any
Guarantor,  and  any  release  of  any  Guarantor  or  other  security  for  the
Development  Agreement or the obligations of Developer.  Friday's may pursue its
rights  against   Guarantors  without  first  exhausting  its  remedies  against
Developer and without  joining any other Guarantor  hereto,  and no delay on the
part of  Friday's  in the  exercise  of any right or remedy  shall  operate as a
waiver of such right or remedy;

6. Each  individually,  jointly and severally,  irrevocably and  unconditionally
guarantees that all of Developer's obligations under the terms and conditions of
the Development Agreement will be timely paid and performed;

7. Each has derived and expects to derive  financial or other benefit,  directly
or indirectly,  from the  Development  Agreement and the  transaction  described
therein;

                                       1
<PAGE>
8. Each acknowledges that his/its  execution of the Development  Agreement,  and
his/its  undertakings and agreements herein, have induced Friday's to enter into
the transactions described in, and to execute, the Development Agreement.

9. Each  consents  to and  shall be bound by any  amendment  of the  Development
Agreement made by Friday's and Developer pursuant to the terms thereof.


ATTEST:                                 MAIN STREET AND MAIN INCORPORATED

/s/  Patricia A. Davies                 /s/ Bart Brown
------------------------                ------------------------
Name: Patricia A. Davies                Its: President

Date:  4/15/98                          Date:  4/15/98
     -------------------                     ------------------



                                        2


<PAGE>
                       EXHIBIT C TO DEVELOPMENT AGREEMENT

                                  THE TERRITORY

Los Angeles  Territory -- that area in Los Angels County, CA which is bounded on
the north by Sunset  Boulevard to U.W. Hwy.  101, on the east by Interstate  110
(the Harbor Freeway),  on the south by Interstate 10 (the Santa Monica Freeway),
and on the west by the Pacific Ocean.

Northern California  Territory -- that area contained in the following counties:
San Luis Obispo,  Stanislaus,  Santa Barbara,  Tuolumne,  Kern,  Calaveras,  San
Joaquin,  Monetary,  Amador, San Benito, Solano, Santa Cruz,  Sacramento,  Yolo,
Kings, Colusa,  Tulare.  Sutter,  Fresno, Yuba, Madera,  Nevada, Merced, Placer,
Mariposa, Sierra, Plumas, Contra Costa, Eldorado, Alameda, Humboldt, Alpine, Del
Norte; Mono, Lassen -Trinity, Modoc, Shasta, Sisklyou, Tehama, Butte and Glenn.
<PAGE>
                    FIRST AMENDMENT TO DEVELOPMENT AGREEMENT

This First  Amendment to  Development  Agreement  ("Amendment")  is entered into
effective as of February  10, 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 (the "Development Agreement"),  pursuant to which
Developer  was  granted  the right to develop  T.G.I.  Friday's  restaurants  in
portions of 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.  The  definition  of the  term  "Territory"  in  Section  1.  of the
Development  Agreement is hereby  deleted in its entirety and replaced  with the
following:

          TERRITORY - the  geographical  areas described in EXHIBIT D; PROVIDED,
          HOWEVER,  the  Territory  shall not  include  any  airport  properties
          otherwise located within the Territory,  nor the area contained within
          a three (3) mile radius of any T.G.I.  Friday's(R)  Restaurant located
          within  the  Territory  as of the  date  of this  Agreement.  Friday's
          retains all rights to develop  other  restaurant  concepts,  including
          without limitation Friday's Front Row(R) Sports Grill, Italianni's(sm)
          restaurants and Friday's American Bar(R), within the Territory.

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

               A.  Developer  shall  develop,  open,  commence  operation of and
          continuously  operate pursuant to the respective  Franchise Agreements
          twenty-one  (21)  Restaurants  in the  Northern  California  Territory
          during  the  first  five  (5)  years  of  the  Term,  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.

                                       1
<PAGE>
IN THE NORTHERN CALIFORNIA TERRITORY:

(as defined in Exhibit D)

           Restaurant No.              Date Open & Operating
           --------------              ---------------------
                  1                          12/15/98
              2,3,4 & 5                      12/15/99
            6, 7,8,9 & 10                    12/15/00
           11, 12,13 & 14                    12/15/01
           15, 16, 17 & 18                   12/15/02
             19, 20 & 21                     12/15/03

         3. As of the Effective Date of this Amendment Exhibit C attached to the
1998 Development  Agreement is deleted in its entirety and Exhibit D attached to
this amendment is substituted therefor.

         4. 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.

         5. 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.

By: /s/ Leslie Sharman
-----------------------------
Name: Leslie Sharman
Title: V.P. & General Counsel

MAIN ST. CALIFORNIA, INC.

By: Bart A. Brown Jr.
-----------------------------
Name: Bart A. Brown Jr.
Title: President

                                        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.