TGI FRIDAY'S INC.

                   AMENDED AND RESTATED DEVELOPMENT AGREEMENT

                          Main Street California, Inc.

                               Dated: May 2, 1997




                                                                    "California"
<PAGE>
                                TGI FRIDAY'S INC.
                   AMENDED AND RESTATED DEVELOPMENT AGREEMENT

                                TABLE OF CONTENTS

         RECITALS                                                 1

1.       GRANT                                                    2

2.       PREFERENTIAL RIGHTS                                      2

3.       SCHEDULE AND MANNER FOR EXERCISING
         DEVELOPMENT RIGHTS                                       3

4.       SITE SELECTION                                           5

5.       TERM                                                     7

6.       DUTIES OF THE PARTIES                                    7

7.       DEFAULT                                                 11

8.       TRANSFER OF INTEREST                                    13

9.       COVENANTS                                               16

10.      NOTICES AND PAYMENTS                                    19

11.      INDEPENDENT CONTRACTOR AND INDEMNIFICATION              19

12.      APPROVALS, WAIVERS AND REMEDIES                         21

13.      SEVERABILITY AND CONSTRUCTION                           22

14.      ENTIRE AGREEMENT                                        23

15.      APPLICABLE LAW                                          24

16.      ACKNOWLEDGMENTS                                         24

EXHIBIT A - THE TERRITORY
EXHIBIT B - FRANCHISE AGREEMENT
EXHIBIT C - CONFIDENTIALITY COVENANTS
EXHIBIT D - CONFLICT OF INTEREST AND CONFIDENTIALITY COVENANTS
                                                                    "California"
<PAGE>
                   AMENDED AND RESTATED DEVELOPMENT AGREEMENT

         This  Amended  and  Restated  Development  Agreement  ("Agreement")  is
entered into this 2nd day of May,  1997 by and between TGI Friday's  Inc., a New
York  corporation,  with  its  principal  place of  business  in  Dallas,  Texas
(hereinafter   "Franchisor")   and  Main  St.   California,   Inc.,  an  Arizona
corporation,  with its principal place of business at 5050 N. 40th Street, Suite
200 Phoenix, AZ 85018 (hereinafter "Developer").

                                   WITNESSETH:

         WHEREAS,  Franchisor,  as the result of the expenditure of time, skill,
effort  and  money,  has  developed  and owns a unique  and  distinctive  system
(hereinafter   "System")   relating  to  the   establishment  and  operation  of
full-service  restaurants utilizing the trade name T.G.I. Friday's and featuring
a specialized menu and full-bar service;

         WHEREAS,  the  distinguishing  characteristics  of the System  include,
without  limitation,  distinctive  exterior and interior  design,  decor,  color
scheme and  furnishings;  special  recipes  and menu items;  uniform  standards,
specifications and procedures for operations; quality and uniformity of products
and services offered;  procedures for inventory and management control; training
and assistance;  and advertising and promotional  programs;  all of which may be
changed, improved and further developed by Franchisor from time to time;

         WHEREAS,  Franchisor  identifies  the System by means of certain  trade
names, service marks,  trademarks,  emblems and indicia of origin, including but
not  limited  to the marks  T.G.I.  Friday's(R),  Friday's(R)  and The  American
Bistro(R) and such other trade names,  service  marks and  trademarks as are now
designated  and may  hereafter be designated by Franchisor in writing for use in
connection with the System (hereinafter "Proprietary Marks");

         WHEREAS,  Franchisor  derives  its  rights  in  the  Proprietary  Marks
pursuant  to a  certain  Assignment  Agreement  dated  December  29,  1992  (the
"Assignment Agreement") by and between Franchisor and TGI Friday's of Minnesota,
Inc. a Minnesota corporation ("TGIFM"), pursuant to which Franchisor transferred
to TGIFM  all  right,  title and  interest  in the  Proprietary  Marks and TGIFM
granted back to Franchisor the perpetual and exclusive  right and license to use
the  Proprietary  Marks and the right to sub-license  the  Proprietary  Marks to
third parties.

         WHEREAS,  Franchisor  continues to develop,  use and control the use of
such  Proprietary  Marks in order to  identify  for the  public  the  source  of
services and products marketed thereunder and under the System, and to represent
the System's high standards of quality, appearance and services;
                                                                    "California"
                                       1
<PAGE>
         WHEREAS,  Developer  wishes to  obtain  certain  development  rights to
operate  restaurants   utilizing  the  System   (hereinafter   "Restaurants"  or
"franchised businesses") in the territory described in this Agreement;


         NOW,  THEREFORE,  the parties in  consideration of the undertakings and
commitments  of each party to the other party set forth herein,  hereby agree as
follows:


1.       GRANT
         -----

         A.  Franchisor  hereby  grants  to  Developer  and  Developer  accepts,
pursuant to the terms and conditions of this  Agreement,  development  rights to
establish and operate the number of T.G.I. Friday's Restaurants set forth in the
Development  Schedule as may be approved by Franchisor  in  accordance  with its
then current Site Consent Procedures, and to use the System solely in connection
therewith,  at specific  locations to be designated in separate T.G.I.  Friday's
franchise agreements (hereinafter "Franchise Agreement") executed as provided in
Subsection  3.A hereof and  pursuant to the  Development  Schedule  set forth in
Subsection 3.B hereof.  Each Restaurant  developed hereunder shall be located in
the area described on page A-1 and A-2 of Exhibit A attached hereto (hereinafter
"Territory")  and  outlined on the maps  attached  hereto as page A-3 and A-4 of
Exhibit  A.  Expressly  excluded  from  the  Territory  are  airport  properties
otherwise located within the boundaries of the Territory,  Franchisor  reserving
the rights to establish or license  another  party to establish  Restaurants  at
airport  properties  even if  otherwise  located  within the  boundaries  of the
Territory.  Also excluded from the  Territory are any areas  contained  within a
three (3) mile  radius of any T.G.I.  Friday's  restaurants  located  within the
boundaries  of  the  Territory  as  of  the  date  of  this  Agreement.   Unless
specifically  set forth in this  Agreement,  the rights granted herein shall not
include the exclusive right to develop  Friday's  American Bar locations  within
the Territory.

         B. Each Restaurant for which a development  right is granted  hereunder
shall be  established  and  operated  pursuant  to a Franchise  Agreement  to be
entered into between  Developer and Franchisor in accordance with Subsection 3.A
hereof.

         C. Except as otherwise provided in this Agreement, Franchisor shall not
establish nor license anyone other than Developer to establish any Restaurant in
the Territory during the term of this Agreement.

         D. This  Agreement is not a franchise  agreement  and does not grant to
Developer any right to use Franchisor's Proprietary Marks or the System.

         E. Developer shall have no right under this Agreement to license others
to use the Proprietary Marks or the System.


2.       PREFERENTIAL RIGHTS
         -------------------

                  During the term in for so long as no 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 a 
                                                                    "California"
                                       2
<PAGE>
default,  Franchisor  shall,  prior to granting any  development  or franchising
rights in such of the regions as remain  subject to this  Agreement with respect
to  new  restaurant  concepts  developed  by  Franchisor  and  which  Franchisor
determines,  in its  discretion,  to franchise in such regions,  discuss in good
faith with Developer,  Developer's acquisition of such development and franchise
rights with respect to such new concepts,  including the Friday's  American Bar,
upon  such  terms  and  conditions  as  would be  acceptable,  at the  time,  to
Franchisor and Developer.  Notwithstanding  the foregoing,  nothing herein shall
require that such  discussions  result in  Franchisor's  granting such rights to
Developer or that Developer undertake to develop and franchise such new concepts
in such regions

3.       SCHEDULE AND MANNER FOR EXERCISING DEVELOPMENT RIGHTS
         -----------------------------------------------------

         A. Developer shall exercise each development  right granted herein only
by executing a Franchise Agreement for each Restaurant at a site consented to by
Franchisor in the Territory as hereinafter provided. The Franchise Agreement for
each  development  right  exercised  hereunder in accordance  with each regional
development  schedule set forth in Subsection 3.B hereof shall be in the form of
the franchise  agreement  attached  hereto as Exhibit B. The franchise fee to be
paid by Developer for the initial  development  in  accordance  with the initial
development schedules set forth in Subsection 3.B hereof shall be Fifty Thousand
Dollars ($50,000.00) for each Restaurant to be located in the Territory, payable
upon execution of the Franchise Agreement for each Restaurant. .

         B.  Recognizing  that  time  is of the  essence,  Developer  agrees  to
exercise  each  of the  development  rights  granted  hereunder  in  the  manner
specified  in  Subsection  3.A hereof,  and to satisfy  the initial  development
schedule set forth below:

         In the San Francisco Region of the Territory (as defined in Exhibit A)
<TABLE>
<CAPTION>
   ---------------------- -------------------------- ------------------------- --------------------------
      Restaurant No.      Date of Preliminary Site        Date Franchise         Date Open & Operating
                                   Consent           Agreement Signed & Fees
                                                               Paid
   ---------------------- -------------------------- ------------------------- --------------------------
<S>        <C>                      <C>                        <C>                     <C>   

   ---------------------- -------------------------- ------------------------- --------------------------
           1 & 2                    6/98                       9/98                    12/15/98
   ---------------------- -------------------------- ------------------------- --------------------------
             3                      6/99                       9/99                    12/15/99
   ---------------------- -------------------------- ------------------------- --------------------------
             4                      6/00                       9/00                    12/15/00
   ---------------------- -------------------------- ------------------------- --------------------------
             5                      6/01                       9/01                    12/15/01
   ---------------------- -------------------------- ------------------------- --------------------------
             6                      6/02                       9/02                    12/15/02
   ---------------------- -------------------------- ------------------------- --------------------------
</TABLE>

         Date Open & Operating              # Restaurants this Period
         ---------------------              -------------------------

         12/15/98                                      2 
         12/15/99                                      1 
         12/15/00                                      1 
         12/15/01                                      1 
         12/15/02                                      1 
         Total Restaurants                             6 
                                                       
                                                                    "California"
                                       3
<PAGE>
         In the Los Angeles Region of the Territory (as defined in Exhibit A)
<TABLE>
<CAPTION>
   ---------------------- -------------------------- ------------------------- --------------------------
      Restaurant No.      Date of Preliminary Site        Date Franchise         Date Open & Operating
                                   Consent           Agreement Signed & Fees
                                                               Paid
   ---------------------- -------------------------- ------------------------- --------------------------
<S>   <C>                           <C>                        <C>                     <C>   
             0                                                                         12/15/97
   ---------------------- -------------------------- ------------------------- --------------------------
           1 & 2                    6/98                       9/98                    12/15/98
   ---------------------- -------------------------- ------------------------- --------------------------
           3 & 4                    6/99                       9/99                    12/15/99
   ---------------------- -------------------------- ------------------------- --------------------------
         5, 6 & 7                   6/00                       9/00                    12/15/00
   ---------------------- -------------------------- ------------------------- --------------------------
         8, 9 & 10                  6/01                       9/01                    12/15/01
   ---------------------- -------------------------- ------------------------- --------------------------
      11, 12, 13 & 14               6/02                       9/02                    12/15/02
   ---------------------- -------------------------- ------------------------- --------------------------
</TABLE>
         Date Open & Operating              # Restaurants this Period
         ---------------------              -------------------------

         12/15/97                                      0
         12/15/98                                      2
         12/15/99                                      2
         12/15/00                                      3
         12/15/01                                      3
         12/15/02                                      4
         Total Restaurants:                           14


         In the San Diego Region of the Territory (as defined in Exhibit A)
<TABLE>
<CAPTION>
   ---------------------- -------------------------- ------------------------- --------------------------
      Restaurant No.      Date of Preliminary Site        Date Franchise         Date Open & Operating
                                   Consent           Agreement Signed & Fees
                                                               Paid
   ---------------------- -------------------------- ------------------------- --------------------------
<S>          <C>                    <C>                        <C>                     <C>   
             0                                                                         12/15/97
   ---------------------- -------------------------- ------------------------- --------------------------
             1                      6/98                       9/98                    12/15/98
   ---------------------- -------------------------- ------------------------- --------------------------
             2                      6/99                       9/99                    12/15/99
   ---------------------- -------------------------- ------------------------- --------------------------
             3                      6/00                       9/00                    12/15/00
   ---------------------- -------------------------- ------------------------- --------------------------
             4                      6/01                       9/01                    12/15/01
   ---------------------- -------------------------- ------------------------- --------------------------
             5                      6/02                       9/02                    12/15/02
   ---------------------- -------------------------- ------------------------- --------------------------
</TABLE>

  Date Open & Operating     # Restaurants this Period    Total # Restaurants
  ---------------------     -------------------------    -------------------

  12/15/97                           0
  12/15/98                           1
  12/15/99                           1
  12/15/00                           1
  12/15/01                           1
  12/15/02                           1
  Total Restaurants:                 5

         Notwithstanding  the  grant of  rights  herein,  the San  Diego and Los
Angeles  regions may, at  Franchisor's  election,  be co-developed by Franchisor
with company operated restaurants. Franchisor additionally reserves the right to
issue  franchises for location  within the San Diego and Los Angeles  regions to
third  parties on a site specific  basis,  without the issuance of a development
territory or additional development rights.
                                                                    "California"
                                       4
<PAGE>
         Failure  by  Developer  to  adhere  to the  initial  or any  subsequent
regional development schedule shall constitute a material event of default under
this Agreement as provided in Subsection 7.C hereof with respect to such region.
Failure  by  Developer  to  adhere to the  initial  or any  subsequent  regional
development  schedule with respect to any two of the San Francisco,  Los Angeles
or San Diego Regions shall constitute a material event of default as provided in
Subsection 7.C hereof with respect to this Agreement.  Notwithstanding  anything
in this Agreement to the contrary, provided Developer has commenced construction
of a  Restaurant  in a  timely  manner  so  as  to  adhere  to  the  development
schedule(s) and is diligently  pursuing such construction to completion,  delays
in the  opening of such  Restaurant  caused by Force  Majeure (as defined in the
Franchise  Agreement)  shall  not  constitute  an event of  default  under  this
Agreement with respect to such development schedule(s).

         C.  Franchisor and Developer  agree that during the years 2002 and 2007
of the term of the Agreement a new development  schedule for each region will be
negotiated  providing  for the number of  Restaurants  to be  developed  in such
region during the ensuing five (5) or six (6) (as  appropriate)  year period and
the schedule for such development.  In the event the parties are unable to agree
upon  the  number  of  Restaurants  to be  developed  or the  schedule  for such
development  in any region  within  thirty (30) days after  having  exerted good
faith efforts to do so, the parties agree to retain an  independent  third party
("Appraiser") mutually acceptable to both parties to determine such factors. The
decision of such Appraiser shall be binding on Franchisor and Developer.  In the
event the parties are unable to agree upon a mutually acceptable Appraiser,  the
selection of appraisers and the  determination of the necessary factors shall be
conducted  using  the  same  procedures  set  forth at  Subsection  16.03 of the
Franchise  Agreement  attached  hereto as Exhibit B. In the event the  Appraiser
determines that no Restaurants  should be developed  during the ensuing five (5)
or six (6) year  period  in any  region(s),  either  party  may  terminate  this
Development  Agreement  with respect to such region(s) upon written notice given
to the other party within ninety (90) days from the date such Appraiser  renders
its  written  opinion.  In  the  event  this  Development  Agreement  is  not so
terminated within such ninety (90) day period, it shall remain in full force and
effect and a new regional  development schedule shall be negotiated for the five
(5) year period next following.  Should  Developer fail to develop  according to
the new regional  development  schedule,  Developer agrees that it will lose its
rights to development  within such region, and agrees that Franchisor shall have
the right to develop or license other parties to develop Restaurants within such
region.  For each of the Restaurants to be developed during each five (5) or (6)
year period,  Developer  shall execute the standard form of franchise  agreement
then being offered to new System  franchisees and other ancillary  agreements as
Franchisor  may  require  for the  franchised  business,  the terms of which may
differ from the terms of the  Franchise  Agreement  attached to this  Agreement,
including,  without limitation,  a higher franchise fee, percentage royalty rate
and advertising contribution.

4.       SITE SELECTION
         --------------

         A. Developer assumes all cost,  liability,  expense and  responsibility
for  locating,   obtaining  and  developing  sites  for  Restaurants,   and  for
constructing  and equipping  Restaurants  at such sites.  The  development  of a
Restaurant at any site must be consented to by Franchisor in accordance with the
then  existing  site  selection  procedures  including,  but not limited to, the
following procedures:
                                                                    "California"
                                       5
<PAGE>
                  (1) Prior to  acquisition by lease or purchase of a site for a
Restaurant  in the  Territory,  Developer  shall submit to  Franchisor  for each
Restaurant,  in the form prescribed by Franchisor,  a description of the site, a
market  feasibility  study for the site which shall include,  but not be limited
to, demographic information,  site plans and such other information or materials
as Franchisor may reasonably require,  together with a letter of intent or other
evidence   satisfactory  to  Franchisor  which  confirms  Developer's  favorable
prospects  for  obtaining  the site.  Recognizing  that time is of the  essence,
Developer  agrees that it must submit such  information  and  materials for each
proposed site to Franchisor  in writing for its consent.  Franchisor  shall have
thirty (30) days after receipt of such  information and materials from Developer
to consent to or refuse its consent to use the proposed site as the location for
a Restaurant, which consent shall not be unreasonably withheld. No site shall be
deemed  approved  unless  it  has  been  expressly  approved  to in  writing  by
Franchisor.

                  (2) Developer  acknowledges that  Franchisor's  consent to the
use of a  prospective  Restaurant  site or the  rendering of  assistance  in the
selection  of a site for a  Restaurant  does not  constitute  a  representation,
promise or guarantee by Franchisor that a Restaurant operated at that site would
be profitable or otherwise successful.

                  (3) After the  location  for a  Restaurant  is consented to by
Franchisor  and  leased  or  acquired  by  Developer  in  accordance   with  the
requirements  of this Section 4, Developer  shall execute a Franchise  Agreement
relating to the Restaurant and its location shall be recorded in Attachment A to
the applicable Franchise Agreement.

         B. If the Developer will occupy the premises of any Restaurant  under a
lease, Developer shall furnish to Franchisor a copy of the executed lease within
ten (10) days after execution thereof. Prior to such execution,  Developer shall
submit the lease to Franchisor for its written  approval.  Unless  Developer has
obtained  Franchisor's written consent to the exclusion of a required provision,
the lease shall include the following terms and conditions:

                  (1) That the premises  shall be used for the  operation of the
Restaurant;

                  (2) That the lessor  consents  to the use of such  Proprietary
Marks and signage as Franchisor may prescribe for the franchised business;

                  (3) That the lessor agrees to furnish  Franchisor  with copies
of any and all letters and notices sent to Developer pertaining to the lease and
the  premises  at the same  time  that  such  letters  and  notices  are sent to
Developer;

                  (4) That  Developer may not sublease or assign all or any part
of its  occupancy  rights,  or extend  the term of or renew the  lease,  without
Franchisor's prior written consent, which shall not be unreasonably withheld;

                  (5) That Franchisor shall have the right to enter the premises
to make any modification necessary to protect Franchisor's  Proprietary Marks or
to cure any default under the lease, this Agreement or the Franchise Agreement;
                                                                    "California"
                                       6
<PAGE>
                  (6) That the lessor agrees that Developer may assign the lease
to  Franchisor;  that the lessor  will  consent to such  assignment  and may not
impose any  assignment  fee or similar  charge on Franchisor in connection  with
such  assignment;  and that  Franchisor may sublease the premises for all or any
part of the remaining term of the lease; and

                  (7) That the lessor and Developer shall not amend or otherwise
modify  the  lease  in any  manner  which  would  materially  affect  any of the
foregoing terms and conditions without Franchisor's prior written consent.

         C.  Developer  shall  construct the  Restaurant in accordance  with the
provisions of the Franchise Agreement.

5.       TERM
         ----

         Unless  sooner  terminated in  accordance  with the  provisions of this
Agreement,  the term of this  Agreement  shall  commence  on the date hereof and
shall be in effect until December 15, 2013.

6.       DUTIES OF THE PARTIES
         ---------------------

         A. Franchisor shall furnish to Developer the following:

                  (1)  One  (1)  copy of the  Development  Manual  ("Development
Manual"),  which is a part of the  Confidential  Operating  Manuals  ("Manuals")
referred to in Section 3 of the  Franchise  Agreement.  The  Development  Manual
contains  the  instructions,   requirements,   standards,   specifications   and
procedures  for  the  development  and  construction  of a  typical  Restaurant,
including  site  selection  guidelines  and  criteria,  construction  management
techniques and  development  planning and scheduling  methods.  The  Development
Manual will be delivered to Developer on loan upon  execution of this  Agreement
and shall be returned to Franchisor immediately upon request or upon termination
or expiration of this Agreement.
Developer shall at all times treat the Development Manual as confidential.

                  (2)  Such  site   selection   counseling   and  assistance  as
Franchisor may deem advisable.

                  (3) Such on-site  evaluation as Franchisor  may deem advisable
in response to Developer's requests for site approval;  provided,  however, that
Franchisor  shall not provide on-site  evaluation for any proposed site prior to
the receipt of all  required  information  and  materials  concerning  such site
prepared pursuant to Section 4 hereof.

                  (4)  One  (1)  set  of   Franchisor's   standard   plans   and
specifications  for the  construction  of a  typical  Restaurant  including  the
exterior and interior design and layout, fixtures, furnishings and signs.
                                                                    "California"
                                       7
<PAGE>
                  (5)  Pre-opening  and  opening   training  and  assistance  as
Franchisor  deems  advisable with due regard to the number of trained  personnel
then  employed  by  Franchisee   and/or  its  affiliates  then  operating  other
Restaurants  utilizing  the System.  Developer  currently  operates in excess of
seven Restaurants.  In accordance with current policy,  Franchisor would provide
no more than two NSO Team Members for each opening.

                  (6)  Training   programs  for  the  Operator  (as  hereinafter
defined)  in the  operation  of the  Restaurants  at  such  location,  as may be
designated  by  Franchisor  from time to time in the  Manuals  or  otherwise  in
writing.

         B.  Developer  makes  the  following  representations,  warranties  and
covenants and accepts the following obligations:

                  (1) Developer  shall comply with all terms and  conditions set
forth in this Agreement.

                  (2)  Upon  execution  of  this   Agreement,   Developer  shall
designate:

                           (i) an individual  who is fully  authorized to act on
behalf of Developer in all transactions with Franchisor  concerning  Developer's
obligations under this Agreement ("Representative").  A qualified Representative
shall be designated at all times during the term of this  Agreement by Developer
and Developer shall designate a replacement  Representative from time to time as
necessary; and

                           (ii) an individual  meeting  Franchisor's  reasonable
approval to operate the franchised  business (an  "Operator")  who will promptly
attend and complete Franchisor's  management training program in accordance with
the  provisions  of Section  7.01.B(2) of the Franchise  Agreement.  An approved
Operator  shall be designated at all times during the term of this  Agreement by
Developer  and  Developer  shall  designate a  replacement  from time to time as
necessary.

                  (3) If this Agreement provides for the development of three or
more  Restaurants,  Developer  will be required to  designate an  individual  to
supervise  the  Restaurants  (a  "Regional  Manager")  in  accordance  with  the
provisions of Subsection 7.01.B(3) of the Franchise Agreement.

                  (4)  Developer  and  Developer's  Principals  (as  defined  in
Subsection 13.A hereof)  covenant and agree that neither shall,  during the term
of this Agreement or thereafter,  communicate, divulge or use for the benefit of
any  other  person,  persons,   partnership,   association  or  corporation  any
confidential  information,  knowledge  or  know-how  concerning  the  methods of
development  and  operation  of the  Restaurant  which  may be  communicated  to
Developer or  Developer's  Principals or of which they may be apprised by virtue
of  Developer's  operation  under the  terms of this  Agreement.  Developer  and
Developer's Principals shall divulge such confidential  information only to such
of  Developer's  employees  as must have access to it in  connection  with their
employment.  Any  and  all  information,  knowledge,  techniques  and  know-how,
including  without   limitation,   the  Development  Manual  and  all  drawings,
materials,  equipment,  recipes,  computer and point of sale programs and output
from  such  programs,   and  all  other  data  which  Franchisor  designates  as
                                                                    "California"
                                       8
<PAGE>
confidential  shall be  deemed  confidential  for  purposes  of this  Agreement.
Neither Developer nor any of Developer's  Principals shall at any time,  without
Franchisor's  prior  written  consent,  copy,  duplicate,  record  or  otherwise
reproduce such materials or information,  in whole or in part, or otherwise make
the same available to any unauthorized person.

                  (5)  Developer   shall,   prior  to  the   disclosure  of  any
confidential  information,  require any of its employees who will have access to
such  confidential  information to execute covenants that they will maintain the
confidentiality  of information they receive in connection with their employment
by Developer.  Such  covenants  shall be in a form  satisfactory  to Franchisor,
including, without limitation,  specific identification of Franchisor as a third
party  beneficiary of such covenants with the independent  right of enforcement.
Such covenants shall be in a form substantially  similar to the  Confidentiality
Covenants  attached  hereto as Exhibit C.  Developer  shall be  responsible  for
compliance by its employees with such covenants.

                  (6) If Developer  or  Developer's  Principals  develop any new
process  or  improvement  in the  development,  operation  or  promotion  of the
Restaurants,   Developer  agrees  to  promptly  notify  Franchisor  and  provide
Franchisor with all necessary information concerning same, without compensation.
Developer  and  Developer's  Principals  acknowledge  that any such  process  or
improvement  shall become the property of Franchisor  and Franchisor may utilize
or  disclose  such  information  to  other  developers  as it  determines  to be
appropriate.

                  (7) Developer and each of Developer's  Principals  acknowledge
complete  ownership by  Franchisor  of the  Proprietary  Marks,  specifications,
standards,  management and accounting  methods,  operating  procedures and other
concepts  embodied in and comprising  the System,  and covenants that during the
term of this  Agreement or thereafter,  regardless of the cause of  termination,
Developer  and each of  Developer's  Principals  shall not,  either  directly or
indirectly,  contest or aid others in  contesting,  the exclusive  ownership and
rights of  Franchisor  in any aspect of the  System,  or do  anything  that will
otherwise  impair  such  rights  without  Franchisor's  prior  written  consent,
including, without limitation, using or reproducing any materials copyrighted by
Franchisor.

                  (8) Developer and each of Developer's  Principals  acknowledge
and agree:  (a) that any failure to comply with the covenants in this Subsection
6.B or any failure to obtain  execution of the  covenants in  Subsection  6.B(5)
shall  constitute a material event of default under Subsection 7.C; (b) that any
such  failure  will cause  Franchisor  irreparable  injury for which no adequate
remedy at law may be available; and (c) therefore, Franchisor shall be entitled,
in addition to any other  remedies  which it may have  hereunder,  at law, or in
equity, to obtain specific performance of, or to an injunction against violation
of, the requirements of Subsections  6.B(4),  (5) and (7), without the necessity
of showing  actual or threatened  damage and without being required to furnish a
bond or other security.  Developer and each of Developer's  Principals  agree to
pay all court costs and  reasonable  attorneys'  fees  incurred by Franchisor in
connection with the enforcement of Subsections  6.B(4),  (5) and (7),  including
the agreements referred to in Subsection 6.B(5).

                  (9) Developer  shall comply with all  requirements of federal,
state and local laws, rules and regulations.
                                                                    "California"
                                       9
<PAGE>
         C. Developer represents, warrants and covenants that:

                  (1) Developer is duly organized and validly existing under the
state law of its formation;

                  (2)  Developer  is  duly  qualified  and is  authorized  to do
business in each jurisdiction in which its business  activities or the nature of
the properties owned by it require such qualification;

                  (3) Developer's  corporate  charter shall at all times provide
that the activities of Developer are confined exclusively to the development and
operation of the Restaurants;

                  (4) The  execution  of  this  Agreement  and the  transactions
contemplated hereby are within Developer's corporate power;

                  (5) Copies of Developer's  Articles of Incorporation,  Bylaws,
other governing documents and any amendments  thereto,  including the resolution
of the  Board  of  Directors  authorizing  entry  into and  performance  of this
Agreement, shall be promptly furnished to Franchisor;

                  (6) Developer  shall  maintain a current list of all owners of
record  and all  beneficial  owners  of any class of  voting  securities  of the
corporation. Such list shall be furnished to Franchisor upon request;

                  (7) If Developer is a  corporation,  Developer  shall maintain
stop-transfer  instructions  against  the  transfer on its records of any equity
securities   and  each  stock   certificate  of  the   corporation   shall  have
conspicuously  endorsed  upon its face a  statement  in a form  satisfactory  to
Franchisor  that it is held subject to and that further  assignment  or transfer
thereof  is  subject  to all  restrictions  imposed  upon  assignments  by  this
Agreement;

                  (8) Developer  represents  that: (a) Gerard Bisceglia and Bart
Brown,  Jr. are voting members of the Board of Directors of Developer;  (b) that
Gerard Bisceglia and Bart Brown, Jr. (or their approved  replacements)  shall at
all times during the term of this  Agreement be and remain voting members of the
Board of Directors of Developer;  and (c) that Developer  shall obtain the prior
written approval of Franchisor of any replacement or subsequent  replacement for
Gerard  Bisceglia  and Bart Brown,  Jr. in  accordance  with the  provisions  of
Section 8 of this Agreement before either of them or any approved replacement is
replaced as a member of the Board.

                  (9)  Each  of  Developer's   Principals   unconditionally  and
irrevocably  guarantees to Franchisor and its successors and assigns that all of
Developer's obligations under this Agreement will be punctually performed.  Upon
default by  Developer or notice from  Franchisor,  Developer's  Principals  will
immediately  perform each obligation required of Developer under this Agreement.
Without affecting the obligations of Developer's Principals under this guaranty,
Franchisor may, without notice to Developer's Principals,  waive, renew, extend,
modify,  amend or release any  obligation of Developer,  or settle,  adjust,  or
compromise  any  claims  against  Developer.  Developer's  Principals  waive all
demands  and  notices of every kind with  respect  to this  guaranty  including,
without limitation, notice of: presentment, demand for payment or performance by

                                                                    "California"
                                       10
<PAGE>
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.
Franchisor 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 Franchisor in the exercise of any
right or remedy shall operate as a waiver of such right or remedy.  No single or
partial exercise by Franchisor of any right or remedy shall preclude the further
exercise of such right or remedy.

         D.  Developer   acknowledges  and  agrees  that  the   representations,
warranties and covenants set forth in Subsection 6.C are continuing  obligations
of  Developer  and  that  any  failure  to  comply  with  such  representations,
warranties and covenants shall constitute a material event of default under this
Agreement pursuant to Subsection 7.C hereof.

7.       DEFAULT
         -------

         A. The rights  granted to Developer in this Agreement have been granted
in reliance on Developer's  representations  and assurances,  among others, that
the conditions set forth in Sections 1, 3 and 4 of this Agreement will be met by
Developer  in a  timely  manner.  Time  is of the  essence  in  relation  to all
obligations of Developer in this Agreement.

         B. Developer  shall be deemed to be in default under this Agreement and
all rights  granted  herein  shall  automatically  terminate  without  notice to
Developer,  if Developer shall become insolvent or make a general assignment for
the  benefit of  creditors;  or if a petition in  bankruptcy  is filed under any
chapter of Title 11 of the United States Code by Developer or such a petition is
filed against Developer and not opposed by Developer;  or if a bill in equity or
other  proceeding  for the  appointment  of a  receiver  of  Developer  or other
custodian  for  Developer's  business  or assets is filed  and  consented  to by
Developer;  or if a receiver or other  custodian  (permanent  or  temporary)  of
Developer's assets or property,  or any part thereof,  is appointed by any court
of competent  jurisdiction;  or if proceedings for a composition  with creditors
under any state or federal law should be instituted by or against Developer;  or
if a final  judgment  remains  unsatisfied  or of record for thirty (30) days or
longer (unless  supersedeas bond is filed); or if Developer is dissolved;  or if
execution is levied  against  Developer's  business or  property;  or if suit to
foreclose  any  lien or  mortgage  against  the  premises  or  equipment  of any
Restaurant developed hereunder is instituted against Developer and not dismissed
within thirty (30) days; or if the real or personal  property of any Restaurants
developed  hereunder shall be sold after levy thereupon by any sheriff,  marshal
or constable.

         C. If Developer fails to comply with any initial  regional  development
schedule  set  forth  in  Subsection  3.B  hereof  or  any  subsequent  regional
development  schedule;  Developer or Developer's  Principals fail to comply with
the restrictions on confidential  information set forth in Subsection  6.B(4) or
the  requirements  of  Subsection  9.B  concerning   in-term  covenants  against
competition  (except  where  liquidated  damages have been  otherwise  expressly
provided); Developer fails to obtain execution of the covenants from the persons
designated  by  Franchisor  pursuant to  Subsections  6.B(5) and 9.G;  Developer
breaches the warranties,  representations  and covenants set forth in Subsection
6.C;  Developer  or any  partner  or  shareholder  makes or  attempts  to make a
transfer or assignment in violation of Section 8 hereof;  Developer fails to pay
any monies owed to Franchisor within ten (10) days of the date the monies become
due and payable;  Developer  fails to comply with any other terms and conditions
of this Agreement, or the terms of any Franchise
                                                                    "California"
                                       11
<PAGE>
Agreements or any other development agreements between Developer and Franchisor;
such action shall  constitute a material event of default under this  Agreement.
Upon such default,  Franchisor, in its discretion, may do any one or more of the
following:

                  (1) Terminate this Agreement and all rights granted  hereunder
without  affording  Developer  any  opportunity  to cure the default,  effective
immediately upon notice to Developer;  provided,  however, any failure to comply
with the initial (or any subsequent) regional development schedule in any one of
the San Francisco, Los Angeles and San Diego Regions shall constitute a material
event of default only with regard to such Region and  Franchisor  may  terminate
the development rights for such region; and provided further that any failure to
comply with the initial (or any  subsequent)  regional  development  schedule in
more than one of the San  Francisco,  Los  Angeles and San Diego  Regions  shall
constitute a material  event of default  under this  Agreement,  and  Franchisor
shall have the right to exercise  any or all of the  remedies  set forth in this
Section 7;

                  (2) Provide  Developer  a  reasonable  period of time,  not to
exceed thirty (30) days after notice from Franchisor, to cure a default which is
susceptible to cure;

                  (3) Reduce  the  number of  Restaurants  which  Developer  may
establish pursuant to Subsection 1.A of this Agreement;

                  (4) Terminate the territorial exclusivity granted Developer in
Subsection 1.C hereof, or reduce the Territory granted Developer hereunder; or

                  (5)   Accelerate  the   development   schedule  set  forth  in
Subsection 3.B hereof.

         D. Upon termination of this Agreement, Developer shall have no right to
establish or operate any Restaurant for which a Franchise Agreement has not been
executed by Franchisor and delivered to Developer at the time of termination and
Franchisor  shall be entitled to  establish  and to license  others to establish
Restaurants in the region(s)  affected or the Territory (as appropriate)  except
as may be otherwise  provided under any other  agreement which is then in effect
between Franchisor and Developer.

         E. No default under this Agreement shall constitute a default under any
Franchise  Agreement  between the parties  hereto,  unless  Developer's  acts or
omissions  also violate the terms and  conditions  of the  applicable  Franchise
Agreement.

         F. All rights and remedies of  Franchisor  shall be  cumulative  and in
addition to, and not exclusive of, any other right or remedy provided for herein
or which may be available at law or in equity.  The expiration or termination of
this  Agreement  shall not discharge or release  Developer or any Principal from
any  liability  or  obligation  then  accrued  or any  liability  or  obligation
continuing beyond, or arising out of, such expiration or termination.

         G. Nothing herein contained shall bar or impair  Franchisor's  right to
obtain injunctive or other equitable relief.
                                                                    "California"
                                       12
<PAGE>
8.       TRANSFER OF INTEREST
         --------------------

         A. Franchisor shall have the right to transfer or assign this Agreement
and all or any part of its rights or  obligations  herein to any person or legal
entity.

         B. (1) Developer and Developer's  Principals understand and acknowledge
that  the  rights  and  duties  set  forth in this  Agreement  are  personal  to
Developer, and that Franchisor has granted the development rights in reliance on
the business skill,  financial capacity and business reputation and character of
the  Developer .  Accordingly,  neither  Developer nor any initial or subsequent
successor  or  assign to any part of  Developer's  interest  in the  development
rights,  shall sell, assign,  transfer,  convey, give away, pledge,  mortgage or
otherwise  encumber any direct or indirect  interest in this Agreement or in any
entity which owns the  development  rights without the prior written  consent of
Franchisor; provided, however, that Franchisor's prior written consent shall not
be required  for a transfer of an interest  in a  publicly-held  corporation.  A
publicly-held  corporation  is a corporation  registered  pursuant to Section 12
under the Securities Exchange Act of 1934, as amended.  Any purported assignment
or transfer, by operation of law or otherwise, not having the written consent of
Franchisor  required  by this  Subsection  8.B  shall be null and void and shall
constitute a material  event of default for which  Franchisor may terminate this
Agreement pursuant to Subsection 7.C hereof.

                  (2) Franchisor shall not unreasonably  withhold its consent to
a transfer of any interest in Developer or in this Agreement. Franchisor may, in
its sole  discretion,  require any or all of the  following as conditions of its
approval:

                           (a) All of Developer's  accrued monetary  obligations
and all other  outstanding  obligations to Franchisor,  its subsidiaries and its
affiliates shall have been satisfied;

                           (b)  Developer is not in default of any  provision of
this Agreement, any amendment hereof or successor hereto, or any other agreement
between Developer and Franchisor or its subsidiaries and affiliates;

                           (c) The  transferor  shall  have  executed  a general
release,  in a form  satisfactory  to Franchisor,  of any and all claims against
Franchisor and its officers,  directors,  shareholders  and employees,  in their
corporate and  individual  capacities,  including,  without  limitation,  claims
arising  under this  Agreement  and  federal,  state and local  laws,  rules and
ordinances;

                           (d)  The  transferee   shall  enter  into  a  written
agreement in a form  satisfactory to Franchisor,  assuming full,  unconditional,
joint and several  liability  for and  agreeing to perform  from the date of the
transfer, all obligations, covenants and agreements contained in this Agreement;
and  as  applicable,   transferee's  spouse,  shareholders,  partners  or  other
investors, shall also execute such agreement;

                           (e) The transferee shall  demonstrate to Franchisor's
satisfaction the following:  that transferee meets the criteria which Franchisor
considers when reviewing a prospective  developer's  application for development
rights including  Franchisor's  educational,  managerial and business standards;
that transferee possesses a good moral character, business 
                                                                    "California"
                                       13
<PAGE>
reputation  and credit rating;  that  transferee has the aptitude and ability to
conduct the franchised  businesses  contemplated  herein (as may be evidenced by
prior  related  business  experience  or  otherwise);  and that  transferee  has
reasonably  adequate financial  resources and capital to develop and operate the
franchised businesses;

                           (f) At  Franchisor's  option,  the  transferee  shall
execute (and/or, upon Franchisor's  request,  shall cause all interested parties
to execute),  the standard form of  development  agreement then being offered to
new System  developers and other ancillary  agreements as Franchisor may require
for the development of the  Restaurants,  which  agreements shall supersede this
Agreement  and its  ancillary  documents  in all respects and the terms of which
agreements may differ from the terms of this Agreement;  provided, however, that
the transferee shall not be required to pay any development fee;

                           (g) Developer and Developer's Principals shall remain
liable  for  all of the  obligations  to  Franchisor  in  connection  with  this
Agreement incurred prior to the effective date of the transfer and shall execute
any and all  instruments  reasonably  requested by  Franchisor  to evidence such
liability;

                           (h)  Developer  shall  pay a  transfer  fee  of  Five
Thousand  Dollars  ($5,000.00),  or  such  greater  amount  as is  necessary  to
reimburse  Franchisor  for its  reasonable  costs and expenses  associated  with
reviewing the application to transfer,  including, without limitation, legal and
accounting fees;

                           (i) If transferee is a corporation  or a partnership,
transferee  shall  make and will be bound by any or all of the  representations,
warranties  and covenants set forth at  Subsection  6.C as Franchisor  requests.
Transferee shall provide to Franchisor evidence  satisfactory to Franchisor that
the terms of Subsection  6.C have been satisfied and are true and correct on the
date of the transfer.

                  (3)  Developer  acknowledges  and agrees  that each  condition
which must be met by the  transferee is reasonable  and necessary to assure such
transferee's full performance of the obligations hereunder.

                  (4) In the event the  proposed  transfer  is to a  corporation
formed  solely for the  convenience  of ownership,  Franchisor's  consent may be
conditioned upon any of the requirements set forth at Subsection 8.B(2),  except
that the requirements set forth at Subsections 8.B(2)(c), (e), (f) and (h) shall
not  apply.  With  respect  to  a  transfer  to a  corporation  formed  for  the
convenience  of ownership,  the  percentage of interest  owned in the transferee
shall be the same as that previously  owned in the transferor,  except as may be
required by law.

                  (5) INTENTIONALLY DELETED.

                  (6) With respect to the approval of a  replacement  for Gerard
Bisceglia  or Bart Brown,  Jr. or any  subsequently  approved  replacement  as a
voting  member of the Board of Directors of Developer,  Franchisor,  in its sole
discretion, may require, among others, any or all of the following as conditions
of its approval:
                                                                    "California"
                                       14
<PAGE>
                           (a)  Developer  not being in default of any provision
of this  Agreement,  any  amendment  hereof or  successor  hereto,  or any other
agreement   between  Developer  and  Franchisor,   or  their   subsidiaries  and
affiliates;

                           (b)  the  replacement  shall  enter  into  a  written
agreement in a form  satisfactory  to Franchisor  agreeing to assume and perform
the covenants  and  agreements  contained  herein to be assumed and performed by
Developer's Principals; and

                           (c) the replacement shall demonstrate to Franchisor's
satisfaction  the  following:  that the  replacement  meets the  criteria  which
Franchisor  considers when reviewing a prospective  developer's  application for
development rights including Franchisor's  educational,  managerial and business
standards;  that the  replacement  possesses  a good moral  character,  business
reputation  and credit  rating;  and that the  replacement  has the aptitude and
ability to conduct the franchised business (as may be evidenced by prior related
business experience or otherwise).

         C. (1) Any party holding any interest (including  interests required to
be transferred pursuant to Subsection 8.D hereof if such proposed transfer would
constitute  the sale to or  purchase by a third  party of any  interests  in the
Franchisee,  the franchised  business or this Agreement) in Developer or in this
Agreement  who  desires  to accept  any bona fide  offer  from a third  party to
purchase such interest shall promptly notify  Franchisor in writing of each such
offer,  and shall provide such  information  and  documentation  relating to the
offer as  Franchisor  may require.  Franchisor  shall have the right and option,
exercisable  within thirty (30) days after receipt of such written  notification
and documentation,  to send written notice to the seller that Franchisor intends
to purchase the seller's  interest on the same terms and  conditions  offered by
the third party.  Any material change in the terms of any offer prior to closing
shall  constitute  a new offer  subject to the same  rights of first  refusal by
Franchisor as in the case of an initial offer. Failure of Franchisor to exercise
the option  afforded by this Subsection 8.C shall not constitute a waiver of any
other  provision  of  this  Agreement,  including  all  of the  requirements  of
Subsection 8.B with respect to a proposed transfer.

                  (2) In the event the offer from the third party  provides  for
payment  of  consideration  other  than  cash  or  involves  certain  intangible
benefits,  Franchisor may elect to purchase the interest proposed to be sold for
the  reasonable  equivalent  in  cash.  If the  parties  cannot  agree  within a
reasonable time on the reasonable equivalent in cash of the non-cash part of the
offer,  an independent  appraiser shall be designated by Franchisor to determine
such amount and his determination shall be final and binding.

                  (3) If  Franchisor  elects to  exercise  the option  described
above,  it shall  have the right to set off the cost of the  appraisal,  if any,
against any payment made hereunder.

         D. INTENTIONALLY DELETED

         E.  Franchisor's  consent to a transfer of any interest in Developer or
this  Agreement  shall not constitute a waiver of any claims it may have against
the transferring party, nor shall it be deemed a waiver of Franchisor's right to
demand  exact  compliance  with  any of  the  terms  of  this  Agreement  by the
transferee.
                                                                    "California"
                                       15
<PAGE>
9.       COVENANTS
         ---------

         A. Developer covenants that during the term of this Agreement except as
otherwise  approved in writing by Franchisor,  Developer shall devote  requisite
time,  energy and best efforts to meet its obligations  under this Agreement and
shall require its Operators and Regional Manager, if applicable,  to devote full
time,  energy and best efforts to the  management,  operation and supervision of
the franchised business and the Restaurants.

         B. Developer and Developer's Principals  specifically  acknowledge that
they will receive valuable specialized training,  trade secrets and confidential
information,  including,  without  limitation,  information  regarding  the site
selection and other methods and  techniques of Franchisor and the System related
to the  development of the  Restaurants  which are beyond the present skills and
experience  possessed  by  Developer,  Developer's  Principals  and  Developer's
managers and other employees.  Developer and Developer's  Principals acknowledge
that  such  training,  trade  secrets  and  confidential  information  provide a
competitive  advantage  and will be valuable to them in the  development  of the
franchised  businesses and that gaining  access to such training,  trade secrets
and  confidential  information  are,  therefore,  a primary  reason why they are
entering into this Agreement. In consideration for such training,  trade secrets
and confidential  information,  Developer and Developer's Principals covenant as
follows:

                  (1)  With  respect  to  Developer,  during  the  term  of this
Agreement, or with respect to each of Developer's Principals, during the term of
this Agreement for so long as such individual or entity satisfies the definition
of "Developer's  Principal" as described in Subsection 13.A,  neither  Developer
nor any of Developer's  Principals  shall,  either  directly or indirectly,  for
themselves,  or  through,  on behalf  of,  or in  conjunction  with any  person,
persons, partnership or corporation:

                           (a)  Divert or  attempt  to divert  any  business  or
customer of the franchised  businesses to any competitor,  by direct or indirect
inducement or otherwise, or do or perform, directly or indirectly, any other act
injurious  or  prejudicial  to  the  goodwill   associated   with   Franchisor's
Proprietary Marks and the System;

                           (b)  Employ  or seek to employ  any  person  who,  to
Developer's knowledge,  is at that time or has within one (1) year been employed
by  Franchisor  or by any  other  developer  or  franchisee  of  Franchisor,  or
otherwise  directly  or  indirectly  to induce  such  person to leave his or her
employment  thereat (for breach of this  covenant and due to the  difficulty  of
establishing  the precise  amount of damages,  for each breach of this  covenant
Developer  agrees to pay to  Franchisor  or other  developer  of  Franchisor  as
appropriate,  liquidated  damage  in  amount  equal  to the  annualized  rate of
compensation  of such person in the final twelve (12) months of employment  with
such former employer);

                           (c)  Own,  maintain,  operate,  engage  in or have an
ownership interest  (including any right to share in revenues or profits) in any
food and/or beverage  operations which are the same or substantially  similar in
concept, decor or menus to restaurants within the System.
                                                                    "California"
                                       16
<PAGE>
                  (2) With respect to Developer,  for a continuous uninterrupted
period  commencing  upon the expiration or termination of this Agreement or with
respect to each of Developer's Principals, for a continuous uninterrupted period
commencing  upon the  earlier  of: (i) the  expiration  or  termination  of this
Agreement  or (ii) the time such  individual  or entity  ceases to  satisfy  the
definition of "Developer's Principal" as described in Subsection 13.A, and

                           (a) For one (1) year thereafter neither Developer nor
any  of  Developer's  Principals  shall,  either  directly  or  indirectly,  for
themselves,  or  through,  on behalf  of,  or in  conjunction  with any  person,
persons, partnership or corporation:

                                    (i) Divert or attempt to divert any business
or  customer  of the  franchised  businesses  to any  competitor,  by  direct or
indirect inducement or otherwise, or do or perform, directly or indirectly,  any
other act injurious or prejudicial to the goodwill  associated with Franchisor's
Proprietary Marks and the System;

                                    (ii) Employ or seek to employ any person who
is at that time or has within one (1) year been employed by Franchisor or by any
other developer or franchisee of Franchisor, or otherwise directly or indirectly
to induce such person to leave his or her employment thereat (for breach of this
covenant  and due to the  difficulty  of  establishing  the  precise  amount  of
damages,  for each breach of this covenant Developer agrees to pay to Franchisor
or other  developer of Franchisor as  appropriate,  liquidated  damage in amount
equal to the annualized  rate of compensation of such person in the final twelve
(12) months of employment with such former employer);

                                    (iii) Own, maintain,  operate,  engage in or
have an ownership interest (including any right to share in revenues or profits)
in any business offering the same or similar products and services as offered by
restaurants within the System,  which business is, or is intended to be, located
within the Territory; and

                           (b) For one (1) year thereafter neither Developer nor
any  of  Developer's  Principals  shall,  either  directly  or  indirectly,  for
themselves,  or  through,  on behalf  of,  or in  conjunction  with any  person,
persons,  partnership or corporation own, maintain,  operate, engage in, or have
any  interest  (including  any right to share in the revenues or profits) in any
food and/or beverage  operations which are the same or substantially  similar in
concept, decor or menus to restaurants within the System, which business are, or
are intended to be, located within a radius of three (3) miles of any restaurant
in the System.

                  (3) Subsections 9.B(1)(c),  9.B(2)(a)(iii) and 9.B(2)(b) shall
not  apply to an  ownership  interest  of less  than  five  percent  (5%) of the
outstanding  equity securities of any publicly-held  company if such interest is
owned for  investment  only and not owned by an officer,  director,  employee or
consultant of such  publicly-held  company,  nor to an ownership interest in any
food and/or beverage operations which are not the same nor substantially similar
in concept,  decor or menus,  such as  Nathan's,  McDonalds  and other fast food
restaurants (as the same are operated on November 16, 1993), Chi-Chi's, El Chico
and other  ethnic-theme  restaurants  (as the same are  operated on November 16,
1993),  and The Tavern on the Green,  Windows on the World and other fine dining
white  tablecloth  restaurants  (as the same are operated on November 16, 1993).
For purposes of comparison only, such subsections shall preclude  involvement as
aforesaid in 
                                                                    "California"
                                       17
<PAGE>
restaurants such as Bennigans,  Houstons,  Chili's,  Houlihan's and other casual
dining restaurants (as same are operated on November 16, 1993).

         C. The  parties  agree that each of the  foregoing  covenants  shall be
construed as independent  of any other covenant or provision of this  Agreement.
If all or any portion of a covenant in this  Section 9 is held  unreasonable  or
unenforceable  by a court or agency having valid  jurisdiction  in an unappealed
final  decision  to which  Franchisor  is a  party,  Developer  and  Developer's
Principals  expressly agree to be bound by any lesser  covenant  subsumed within
the terms of such covenant that imposes the maximum duty permitted by law, as if
the resulting covenant were separately stated in and made a part of this Section
9.

         D. Developer and Developer's Principals understand and acknowledge that
Franchisor shall have the right, in its sole discretion,  to reduce the scope of
any  covenant  set forth in  Subsection  9.B of this  Agreement,  or any portion
thereof,  without their consent,  effective  immediately  upon written notice to
Developer and Developer and Developer's  Principals agree that they shall comply
forthwith  with any  covenant as so modified,  which shall be fully  enforceable
notwithstanding the provisions of Section 14 hereof.

         E.  Developer  and  Developer's  Principals  expressly  agree  that the
existence of any claims they may have against Franchisor, whether or not arising
from this  Agreement,  shall not  constitute  a defense  to the  enforcement  by
Franchisor of the covenants in this Section 9.

         F. Developer and each of Developer's  Principals acknowledge and agree:
(1) that any  failure  to comply  with the  covenants  in this  Section 9 or any
failure to obtain  execution  of the  covenants  in  Subsection  9.G below shall
constitute  a  material  event  of  default  under  Subsection  7.C;  (2) that a
violation of the  requirements  of this  Section 9 would  result in  irreparable
injury to Franchisor for which no adequate  remedy at law may be available;  and
(3) therefore,  Franchisor shall be entitled,  in addition to any other remedies
which  it  may  have  hereunder,  at  law,  or in  equity,  to  obtain  specific
performance  of or an injunction  against the violation of the  requirements  of
this Section 9, without the necessity of showing actual or threatened damage and
without  being  required  to  furnish a bond or other  security.  Developer  and
Developer's Principals agree to pay all costs and expenses (including reasonable
attorneys'  fees) incurred by Franchisor in connection  with the  enforcement of
this  Section  9,  including  enforcement  of  the  agreements  referred  to  in
Subsection 9.G below.

         G. Developer  shall,  prior to arranging any training or disclosing any
confidential  information,  require its  Representative,  Regional  Manager,  if
applicable,  and such other supervisory or managerial  employees of Developer as
Franchisor  shall designate to execute  covenants  similar to those set forth in
this  Section  9 and in  Section  6  (including  covenants  applicable  upon the
termination of a person's relationship with Developer).  Every covenant required
shall be in a form satisfactory to Franchisor,  including,  without  limitation,
specific  identification  of  Franchisor  as a third party  beneficiary  of such
covenants with the independent right of enforcement.  Such covenants shall be in
a form  substantially  similar to the Conflict of Interest  and  Confidentiality
Covenants  attached  hereto as Exhibit D.  Developer  shall be  responsible  for
compliance by its employees with such covenants.
                                                                    "California"
                                       18
<PAGE>
10.      NOTICES AND PAYMENTS
         --------------------

         A. All notices  required to be given  hereunder shall be in writing and
shall be sent by personal delivery,  by next-day delivery service, by electronic
means,  or by  certified  mail,  return  receipt  requested,  to the  respective
parties.

         If  directed  to  Franchisor,  the  notice  shall be  addressed  to TGI
Friday's Inc., attention General Counsel, 7540 LBJ Freeway, Dallas, Texas 75251.

         If directed to Developer or Developer's Principals, the notice shall be
addressed to Developer, at the address shown on the first page hereof.

         Any notices sent by personal delivery,  next-day delivery service or by
electronic  means  shall  be  deemed  given  on  the  next  business  day  after
transmittal.  Any notices sent by certified or  registered  mail shall be deemed
given on the third  business  day after the time of  mailing.  Any change in the
foregoing addresses shall be effected by giving fifteen (15) days written notice
of such change to the other party.

         B. Unless  otherwise  specified,  all  payments  required to be made by
Developer to Franchisor  under this  Agreement  are due and payable  immediately
upon  demand  and/or  receipt  of any  billing  therefore  and  shall be sent by
personal  delivery,  by next-day  delivery  service,  by electronic means, or by
mail, postage prepaid, and directed to Franchisor as shown above.

11.      INDEPENDENT CONTRACTOR AND INDEMNIFICATION
         ------------------------------------------

         A.  It is  understood  and  agreed  by the  parties  hereto  that  this
Agreement does not create a fiduciary  relationship between them, that Developer
is an independent contractor,  and that nothing in this Agreement is intended to
constitute  either  party an  agent,  legal  representative,  subsidiary,  joint
venturer, partner, employee, employer, joint employer,  enterprise or servant of
the other for any purpose whatsoever.

         B.  Developer  shall hold itself out to the public to be an independent
contractor  operating pursuant to this Agreement.  Developer agrees to take such
actions as shall be necessary to that end.

         C.  Developer  understands  and agrees that  nothing in this  Agreement
authorizes   Developer   to  make  any   contract,   agreement,   warranty,   or
representation on Franchisor's  behalf, or to incur any debt or other obligation
in Franchisor's name; and that Franchisor shall in no event assume liability for
or be deemed  liable  hereunder  for any such action;  nor shall  Franchisor  be
deemed  liable by reason of any act or omission of  Developer  in the conduct of
its business  pursuant to this Agreement,  or for any claim or judgment  arising
therefrom.  Except as otherwise expressly provided herein to the contrary,  this
provision shall apply mutatis mutandis to Franchisor.

         D. (1) Developer and each of Developer's Principals will, at all times,
indemnify and hold harmless to the fullest extent  permitted by law  Franchisor,
its corporate  affiliates,  successors and assigns and the respective directors,
officers,  employees,  agents and  representatives  of each  (Franchisor and all
others hereinafter  collectively  "Indemnitees")  from all "losses and 

                                                                    "California"
                                       19
<PAGE>
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:

                           (a) The infringement,  alleged  infringement,  or any
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 third parties.

                           (b) 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.

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

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

                           (e) Acts,  errors or omissions of Developer or any of
its  agents,  servants,   employees,   contractors,   partners,   affiliates  or
representatives.

         The  provisions  of  Subsections  11.D(1)(c),  (d) and (e) shall  apply
mutatis mutandis to Franchisor.

                  (2) Developer and each of Developer's Principals agree to give
Franchisor immediate notice of any such action, suit, proceeding, claim, demand,
inquiry or  investigation.  Provided  the  exercise  of the rights  reserved  to
Franchisor in this Subsection 11.D. does not materially and adversely affect the
insurance coverage maintained by Developer, at the expense and risk of Developer
and each of Developer's Principals, Franchisor may elect to assume (but under no
circumstance  is obligated to undertake),  the defense and/or  settlement of any
such action, suit, proceeding,  claim, demand, inquiry or investigation.  If the
exercise of the rights  reserved to Franchisor in this  Subsection  11.D.  would
materially and adversely affect the insurance coverage  maintained by Developer,
then in that event Franchisor shall have the right, in place of other rights, to
associate counsel of its own choosing and at Developer's expense, to monitor the
defense and/or settlement of any such action, suit, proceedings, claims, demand,
inquiry or investigation;  it being understood,  however,  that the foregoing is
not intended to limit  Franchisor's  rights to seek  equitable  relief by way of
injunction or otherwise or to take reasonable actions to mitigate damage, injury
or harm to persons or property. Any such undertakings by Franchisor shall, in no
manner or form,  diminish the  obligation of Developer  and each of  Developer's
Principals to indemnify Franchisor and to hold it harmless.

                  (3) Subject to the provisions of Subsection  11.D(2) 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:
                                                                    "California"
                                       20
<PAGE>
                           (a) any of the acts or  circumstances  enumerated  in
Subsection 11.D(1) above have occurred; or

                           (b) 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.

                  (4) Subject to the provisions of Subsection 11.D(2) above:

                           (a) All  losses  and  expenses  incurred  under  this
Section  shall be  chargeable  to and paid by  Developer  or any of  Developer's
Principals  pursuant  to  its  obligations  of  indemnity  under  this  Section,
regardless of any actions,  activity or defense  undertaken by Franchisor or the
subsequent success or failure of such actions, activity or defense.

                           (b) As used in this Section,  the phrase  "losses and
expenses" shall include, without limitation, all losses, compensatory, exemplary
or punitive damages, fines, charges,  costs, expenses, lost profits,  attorneys'
fees, court costs,  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.

                  (5)  Indemnitees  do 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  Indemnitees  for all
losses and  expenses  which may arise out of any acts,  errors or  omissions  of
these third parties.

                  (6) Under no  circumstances  shall  Indemnitees be required or
obligated to seek recovery from third parties or otherwise mitigate their losses
in order to maintain a claim against Developer or any of Developer's Principals.
Developer and each of Developer's  Principals  agrees that the failure to pursue
such recovery or mitigate loss will in no way reduce the amounts  recoverable by
Indemnitees from Developer or any of Developer's Principals.

12.      APPROVALS, WAIVERS AND REMEDIES
         -------------------------------

         A.  Whenever  this  Agreement  requires  the  approval  or  consent  of
Franchisor, Developer shall make a timely written request to Franchisor for such
approval or consent.

         B.  Franchisor  makes no warranties or guarantees  upon which Developer
may rely and assumes no liability or  obligation to Developer or any third party
to which it would not otherwise be subject,  by providing any waiver,  approval,
advice,  consent, or services to Developer in connection with this Agreement, or
by reason of any neglect, delay or denial of any request therefor.

                                                                    "California"
                                       21
<PAGE>
         C. No failure of  Franchisor  to exercise  any power  reserved to it by
this Agreement,  or to insist upon strict compliance by Developer or Developer's
Principals with any obligation or condition hereunder, and no custom or practice
of the parties at variance with the terms hereof,  shall  constitute a waiver or
estoppel of Franchisor's  right to demand exact compliance with any of the terms
herein and Developer and each of Developer's  Principals warrants and undertakes
that it shall not rely on such failure, custom or practice. Waiver by Franchisor
of any particular  default by Developer or any of Developer's  Principals  shall
not affect or impair  Franchisor's rights with respect to any subsequent default
of the same,  similar or  different  nature,  nor shall delay,  forbearance,  or
omission of  Franchisor to exercise any power or right arising out of any breach
or  default  by its  other  developers  or by  Developer  or any of  Developer's
Principals  of any of the terms,  provisions,  or  covenants  hereof,  affect or
impair  Franchisor's  right to exercise  the same,  nor shall such  constitute a
waiver  by  Franchisor  of any right  hereunder,  or the  right to  declare  any
subsequent  breach or  default  and to  terminate  this  Agreement  prior to the
expiration of its term.  Subsequent acceptance by Franchisor of any payments due
to it  hereunder  shall  not be  deemed  to be a  waiver  by  Franchisor  of any
preceding  breach by Developer of any terms,  covenants  or  conditions  of this
Agreement.  Except as otherwise expressly provided herein to the contrary,  this
provision shall apply mutatis mutandis to Franchisor.

         D. Except as otherwise  expressly provided herein to the contrary,  all
rights  and  remedies  of  the  parties  hereto  shall  be  cumulative  and  not
alternative,  in addition to and not  exclusive  or any other rights or remedies
which are  provided  for herein or which may be available at law or in equity in
case of any breach,  failure or default or threatened breach, failure or default
of any term,  provision or condition of this Agreement.  The rights and remedies
of the parties  hereto shall be continuing and shall not be exhausted by any one
or more uses  thereof,  and may be exercised at any time or from time to time as
often as may be expedient;  and any option or election to enforce any such right
or  remedy  may be  exercised  or taken at any time and from  time to time.  The
expiration  of earlier  termination  of this  Agreement  shall not  discharge or
release  Franchisor or Developer from any liability or obligation  then accrued,
or any  liability  or  obligation  continuing  beyond,  or  arising  out of, the
expiration or earlier termination of this Agreement.

         E. Nothing  herein  contained  shall bar either party's right to obtain
injunctive relief against threatened conduct that will cause it loss or damages,
under the usual equity  rules,  including  the  applicable  rules for  obtaining
restraining orders and preliminary injunctions.

13.      SEVERABILITY AND CONSTRUCTION
         -----------------------------

         A. The term  "Developer's  Principals" as used in this Agreement  shall
mean Main Street and Main Incorporated, a Delaware corporation.

         B. Except as expressly  provided to the contrary herein,  each portion,
section,  part,  term and/or  provision of this  Agreement  shall be  considered
severable;  and if, for any reason,  any  portion,  section,  part,  term and/or
provision  herein is  determined  to be invalid and  contrary to, or in conflict
with, any existing or future law or regulation by a court or agency having valid
jurisdiction,  such shall not impair the  operation  of or have any other affect
upon such other  portions,  sections,  parts,  terms and/or  provisions  of this
Agreement as may remain  intelligible,  and the latter will continue to be given
full force and effect and bind the parties  hereto;  and said invalid  portions,
sections,  parts,  terms and/or  provisions  shall be deemed not to be a part of
this Agreement.
                                                                    "California"
                                       22
<PAGE>
         C. Developer and Developer's  Principals expressly agree to be bound by
any promise or covenant  imposing  the maximum  duty  permitted  by law which is
subsumed within the terms of any provision  hereof, as though it were separately
articulated in and made a part of this Agreement,  that may result from striking
from any of the provisions hereof any portion or portions which a court may hold
to be unreasonable and  unenforceable in a final decision to which Franchisor is
a party,  or from  reducing  the scope of any  promise or covenant to the extent
required to comply with such a court order or to the extent which  Franchisor in
its sole discretion may otherwise determine.

         D.  All  captions  in  this  Agreement  are  intended  solely  for  the
convenience  of the  parties,  and none shall be deemed to affect the meaning or
construction of any provision hereof.

         E. All references herein to the masculine, neuter, or singular shall be
construed  to  include  the  masculine,   feminine,  neuter,  or  plural,  where
applicable.

         F. This  Agreement may be executed in several  parts,  and each copy so
executed shall be deemed an original.

         G. Except as expressly provided to the contrary herein, nothing in this
Agreement is intended,  nor shall be deemed, to confer upon any person or entity
other  than  Developer,   Franchisor,   Franchisor's  officers,  directors,  and
employees,  and such of Developer's and Franchisor's  respective  successors and
assigns as may be  contemplated  (and, as to Developer,  permitted) by Section 8
hereof, any rights or remedies under or by reason of this Agreement.

         H. This Agreement will become  effective only upon execution  hereof by
the President or a vice president of Franchisor.

14.      ENTIRE AGREEMENT
         ----------------

         This  Agreement,  the  documents  referred to herein,  and the Exhibits
hereto constitute the entire, full and complete agreement between Franchisor and
Developer  concerning  the subject  matter hereof and shall  supersede all prior
agreements,  no other  representations  having induced Developer to execute this
Agreement.  THERE ARE NO  WARRANTIES,  EXPRESS OR  IMPLIED,  OF FAIR  DEALING OR
OTHERWISE,  BETWEEN THE  PARTIES  OTHER THAN THOSE  EXPRESSLY  SET FORTH IN THIS
AGREEMENT.  EXCEPT  THOSE  PERMITTED  TO  BE  MADE  UNILATERALLY  BY  FRANCHISOR
HEREUNDER, NO AMENDMENT, CHANGE OR VARIANCE FROM THIS AGREEMENT SHALL BE BINDING
ON EITHER  PARTY  UNLESS  MUTUALLY  AGREED TO BY THE  PARTIES  AND  EXECUTED  IN
WRITING.
                                                                    "California"
                                       23
<PAGE>
15.  APPLICABLE LAW
     --------------

         A. DEVELOPER AND DEVELOPER'S PRINCIPALS ACKNOWLEDGE THAT FRANCHISOR MAY
GRANT  NUMEROUS  DEVELOPMENT  RIGHTS  THROUGHOUT  THE UNITED STATES ON TERMS AND
CONDITIONS  SIMILAR  TO THOSE  SET  FORTH IN THIS  AGREEMENT,  AND THAT IT IS OF
MUTUAL BENEFIT TO DEVELOPER AND  DEVELOPER'S  PRINCIPALS AND TO FRANCHISOR  THAT
THESE TERMS AND  CONDITIONS  BE UNIFORMLY  INTERPRETED.  THEREFORE,  THE PARTIES
AGREE  THAT TO THE EXTENT  THAT THE LAW OF THE STATE OF TEXAS DOES NOT  CONFLICT
WITH LOCAL FRANCHISE INVESTMENT STATUTES, RULES AND REGULATIONS, 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. NOTWITHSTANDING THE ABOVE, THE PARTIES RECOGNIZE THAT THE STATE IN WHICH
A  POST-TERMINATION  OR  POST-EXPIRATION  COVENANT  AGAINST  COMPETITION WILL BE
ENFORCED HAS THE SIGNIFICANT PUBLIC POLICY INTEREST: AND THEREFORE, WITH RESPECT
TO ANY ACTION REGARDING SUCH COVENANTS  CONTAINED IN THIS AGREEMENT,  THE LAW OF
THE STATE IN WHICH THE COVENANT WOULD BE ENFORCED SHALL APPLY.

         B. THE PARTIES 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  DEVELOPER'S
PRINCIPALS EACH  IRREVOCABLY  ACCEPT 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,  FRANCHISOR MAY BRING SUCH ACTION IN ANY STATE WHICH
HAS JURISDICTION.

         C. The parties agree that service of process in any proceeding  arising
out of or relating to this Agreement or the  performance  thereof may be made as
to Developer and Developer's  Principals by serving a person of suitable age and
discretion  (such as the  person in  charge of the  office)  at the  address  of
Developer  specified  in this  Agreement  and as to  Franchisor,  by serving the
President or a vice  president of  Franchisor at the address of Franchisor or by
serving Franchisor's registered agent.

16.      ACKNOWLEDGMENTS
         ---------------

         A.  Developer  and  Developer's  Principals  acknowledges  that  it has
conducted an  independent  investigation  of the business  contemplated  by this
Agreement,  and recognizes that it involves  business risks and that the success
of the venture is largely  dependent  upon the business  abilities of Developer.
FRANCHISOR  EXPRESSLY  DISCLAIMS  THE  MAKING  OF,  AND  
                                                                    "California"
                                       24
<PAGE>
DEVELOPER DEVELOPER'S  PRINCIPALS ACKNOWLEDGE THAT IT HAS NOT RECEIVED OR RELIED
UPON, ANY WARRANTY OR GUARANTY EXPRESS OR IMPLIED,  AS TO THE POTENTIAL  VOLUME,
PROFITS, OR SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED BY THIS AGREEMENT.

         B. Developer and Developer's Principals acknowledge that Franchisor has
made no  representations  about the  development  rights granted herein that are
contrary to the terms of this Agreement or the documents  referred to herein and
Exhibits attached hereto, and further represents to Franchisor, as an inducement
to its entry into this Agreement,  that Developer has made no misrepresentations
in obtaining the development rights granted herein.

         C.  Developer  and  Developer's  Principals  acknowledge  that  it  has
received,  read and understood this Agreement,  the documents referred to herein
and the Exhibits  attached  hereto and that  Franchisor  has accorded them ample
time and  opportunity to consult with advisors of Developer's own choosing about
the potential benefits and risks of entering into this Agreement.

         D. Developer and Developer's  Principals acknowledge that it received a
complete  copy of this  Agreement,  the  documents  referred  to herein  and the
Exhibits  attached hereto,  at least five (5) business days prior to the date on
which this Agreement was executed.  Developer and Developer's Principals further
acknowledge that it 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.

17.      RESTATED AGREEMENT
         ------------------

         This Development Agreement amends and restates that certain Development
Agreement dated December 23, 1993 by and between the parties hereto.

                                                                    "California"
                                       25
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have duly executed,  sealed, and
delivered this Agreement on the day and year first above written.


WITNESS:                                    TGI FRIDAY'S INC.

SIGNATURE ILLEGIBLE                         By: /s/ Leslie Sharman
---------------------                          ----------------------------
                                            Name: Leslie Sharman
                                                 --------------------------
                                            Title: Vice President
                                                  -------------------------

                                            MAIN ST. CALIFORNIA INC.

Patricia A. Davies                          By: /s/ Bart A. Brown, Jr.
---------------------                          ----------------------------
                                            Name: Bart A. Brown, Jr.
                                                 --------------------------
                                            Title: President
                                                  -------------------------

         Main Street and Main Incorporated acknowledges and agrees as follows:

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

         (2)      it is "Developer's  Principal" as described in Subsection 13.A
                  of this Agreement; and

         (3)      it is bound as a  Developer's  Principal  as set forth in this
                  Agreement and is obligated to perform thereunder.


                                            Developer's Principal


                                            MAIN STREET AND MAIN INCORPORATED

Patricia A. Davies                          By: /s/ Bart A. Brown, Jr.
---------------------                          ----------------------------
                                            Name: Bart A. Brown, Jr.
                                                 --------------------------
                                            Title: President
                                                  -------------------------

                                                                    "California"
                                       26
<PAGE>
                                   EXHIBIT A
                                   ---------

THE "SAN DIEGO REGION":
-----------------------

In the state of California - The counties of :

Imperial
San Diego


THE "SAN FRANCISCO REGION": The counties of :
---------------------------

In the state of California:

Lake
Marin
Mendocino
Napa
San Francisco
San Mateo
Santa Clara
Sonoma

THE "LOS ANGELES REGION": The counties of :
-------------------------

In the state of California:

Inyo
Orange
Riverside
San Bernardino
Ventura

Los Angeles county, excluding that portion of the county which is bounded on the
north by Sunset  Boulevard to U.S. Hwy. 100, (the Harbor Fwy.),  on the south by
I. 10 (the Santa Monica Frwy.), and on the west by the Pacific Ocean.

                                                                    "California"