EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT  ("Agreement") is made and entered into as of
January 1, 1999,  by and between MAIN STREET AND MAIN  INCORPORATED,  A Delaware
corporation ("Employer"), and BART A. BROWN, JR. ("Employee").

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

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

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

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

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

3.   COMPENSATION AND OTHER BENEFITS.

         (a)  SALARY.   Commencing  January  1,  1999,  Employer  shall  pay  to
              Employee,  as compensation  for the services  rendered by Employee
              during Employee's  employment under this Agreement,  a salary at a
              rate of  $300,000.00  per  annum,  to be paid in  equal  bi-weekly
              installments  or in such other  periodic  installments  upon which
              Employer and Employee shall mutually agree.

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

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

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

4.   TERM OF EMPLOYMENT.

         (a)  EMPLOYMENT   TERM.   The  term  of  Employee's   employment   (the
              "Employment  Term")  hereunder  shall commence on the date of this
              Agreement and shall continue until December 31, 2000 and from year
              to year  thereafter,  unless and until  terminated by either party
              giving  written notice to the other not less than 60 days prior to
              the end of the then current term.

         (b)  TERMINATION UNDER CERTAIN CIRCUMSTANCES.  Notwithstanding anything
              to the contrary herein contained:
<PAGE>
                           (i)   DEATH.    Employee's    employment   shall   be
automatically terminated,  without notice, effective upon the date of Employee's
death;

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

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

                           (iv) UNILATERAL  DECISION BY EMPLOYEE.  Employee may,
at  his  option,  upon  notice  to  Employer,  terminate  Employee's  employment
effective on the date of that notice;

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

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

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

                  (d)  CHANGE  IN  CONTROL.  The term  "Change  in  Control"  of
Employer shall mean a change in control of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A  promulgated
under  the  Securities  Exchange  Act of 1934 as in  effect  on the date of this
Agreement or, if Item 6(e) is no longer in effect, any regulations issued by the
Securities and Exchange  Commission  pursuant to the Securities  Exchange Act of
1934 that serve similar  purposes;  provided that,  without  limitation,  such a
Change in Control  shall be deemed to have  occurred  if and when (i) any person
(as such term is used in Sections 13(d) and 14(d)(2) of the Securities  Exchange
Act of 1934) other than a current  director  or officer of Employer  becomes the
"beneficial  owner" (as defined in Rule l3d-3 under the Securities  Exchange Act
of 1934)  directly or indirectly of securities of Employer  representing  15% or
more of the combined  voting power of  Employer's  then-outstanding  securities,
except that this provision shall not apply to any public or private  offering of
Employer's  common stock nor shall this provision  apply to an acquisition  that
has  been  approved  by at  least  two-thirds  of the  members  of the  Board of
Directors who are not affiliates or associates of such person or by at least 80%
of the issued and  outstanding  shares of Employer's  common stock  beneficially
owned  by  non-affiliates  of  such  person;  (ii)  during  the  period  of this
Agreement,  individuals  who, at the beginning of such period,  constituted  the
Board of Directors of Employer (the "Original  Directors")  cease for any reason
to constitute at least a majority thereof, unless the election or nomination for
election of each new  director  was approved  (an  "Approved  Director")  by the
unanimous  vote  of a  Board  of  Directors  constituted  entirely  of  Original
Directors and Approved Directors; (iii) a tender offer or exchange offer is made
whereby the effect of such offer is to take over and control  Employer  and such
offer is consummated for the ownership of securities of Employer representing 20
% or more of the combined  voting power of  Employer's  then-outstanding  voting
securities;   (iv)   Employer  is  merged,   consolidated,   or  enters  into  a
reorganization transaction with another person and as the result of such merger,
consolidation, or reorganization

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<PAGE>
less than 75% of the outstanding equity securities of the surviving or resulting
person  shall  then be owned in the  aggregate  by the  former  stockholders  of
Employer;  or (v) Employer transfers  substantially all of its assets to another
person or entity that is not a wholly owned  subsidiary  of Employer;  provided,
however, that notwithstanding the foregoing no Change of Control shall be deemed
to have occurred if such a Change of Control is a "Consented Change of Control."
A  "Consented  Change of Control" is any  transaction  described in clauses (i),
(iii), (iv) or (v) of this Section 4(d) if such transaction has been unanimously
approved by  Employer's  Board of Directors.  Sales of  Employer's  Common Stock
beneficially  owned  or  controlled  by  Employee  shall  not be  considered  in
determining whether a Change in Control has occurred.

5.   COMPETITION AND CONFIDENTIAL INFORMATION.

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

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

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

                  (d)  CONFIDENTIAL  INFORMATION.  Employee  shall  maintain  in
strict secrecy all confidential or trade secret information,  whether patentable
or not,  relating to the business of Employer (the  "Confidential  Information")
obtained by Employee in the course of Employee's employment,  and Employee shall
not,  unless first  authorized  in writing by Employer,  disclose to, or use for
Employee's benefit or for the benefit of any person, firm, or entity at any time
either  during  or  subsequent  to  the  term  of  Employee's  employment,   any
Confidential  Information,  except as required in the  performance of Employee's
duties on behalf of Employer.  For  purposes  hereof,  Confidential  Information
shall include without  limitation any  construction  plans and drawings or other
reproductions  or  materials  of any kind;  any  trade  secrets,  knowledge,  or
information with respect to products and services provided, menu selection, site
selection, the purchase or lease and use of equipment, fixtures, furnishings,

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<PAGE>
signs, inventory,  ingredients, and other products and materials required for or
related to the development,  operation,  or franchising of its restaurants;  any
operating procedures,  techniques,  or know-how;  any business methods or forms;
any names, addresses,  and data on suppliers; and any business policies or other
information relating to or dealing with the purchasing,  sales, advertising,  or
promotional,   or  distribution  policies  or  practices  of  Employer  and  its
Franchisor.

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

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

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

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

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

6.   MISCELLANEOUS.

                  (a)  NOTICES.  All  notices,  requests,   demands,  and  other
communications  required or permitted  under this Agreement  shall be in writing
and shall be deemed to have been duly given, made and received (i) if personally
delivered, on the date of delivery, (ii) if by facsimile transmission,  24 hours
after transmitter's  confirmation of the receipt of such transmission,  (iii) if
mailed, three days after deposit in the United States mail,

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<PAGE>
registered or certified, return receipt requested, postage prepaid and addressed
as provided below, or (iv) if by a courier delivery service providing  overnight
or "next-day" delivery, on the next business day after deposit with such service
addressed as follows:

                  (i)  IF TO EMPLOYER:

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

                  (ii) IF TO EMPLOYEE:

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

Either party may alter the address to which  communications  or copies are to be
sent by  giving  notice  of such  change  of  address  in  conformity  with  the
provisions of this paragraph for the giving of notice.

                  (b) INDULGENCES; WAIVERS. Neither any failure nor any delay on
the part of either  party to exercise  any right,  remedy,  power,  or privilege
under this Agreement shall operate as a waiver thereof,  nor shall any single or
partial exercise of any right, remedy, power, or privilege preclude any other or
further exercise of the same or of any other right, remedy, power, or privilege,
nor shall any waiver of any right,  remedy,  power, or privilege with respect to
any  occurrence  be  construed  as a waiver of such  right,  remedy,  power,  or
privilege  with  respect  to any other  occurrence.  No waiver  shall be binding
unless executed in writing by the party making the waiver.

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

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

                  (e) EXECUTION IN COUNTERPARTS.  This Agreement may be executed
in any number of  counterparts,  each of which shall be deemed to be an original
as against any party whose  signature  appears  thereon,  and all of which shall
together  constitute one and the same  instrument.  This Agreement  shall become
binding when one or more  counterparts  hereof,  individually or taken together,
shall bear the signatures of the parties reflected hereon as the signatories.

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<PAGE>
                  (f) PROVISIONS SEPARABLE. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered  invalid or  unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

                  (g)  ENTIRE  AGREEMENT.  This  Agreement  contains  the entire
agreement  and  understanding  between  the parties  hereto with  respect to the
subject matter hereof and supersedes  all prior and  contemporaneous  agreements
and  understandings,  inducements  and conditions,  express or implied,  oral or
written,  except as herein  contained.  The  express  terms  hereof  control and
supersede any course of performance  and/or usage of the trade inconsistent with
any of the terms  hereof.  This  Agreement  may not be modified or amended other
than by an agreement in writing.

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

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

                                MAIN STREET AND MAIN INCORPORATED


                                BY: /s/ John F. Antioco, Chairman
                                    ---------------------------------------
                                        John F. Antioco, Chairman

                                    /s/ Bart A. Brown, Jr.
                                    ---------------------------------------
                                        Bart A. Brown, Jr.

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