Exhibit 10.21(a)

                    SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

     This Second  Amendment to Development  Agreement  ("Amendment")  is entered
into effective as of November 6, 2001 (the "Effective Date"), by and between TGI
Friday's Inc. ("Franchisor"), and Main St. California, Inc. ("Developer").

                                  WITNESSETH:

     WHEREAS,  Franchisor  and  Developer  are parties to a certain  Amended and
Restated Development  Agreement dated May 2, 1997, and amended February 10, 1999
(collectively,  the  "Development  Agreement"),  pursuant to which Developer was
granted the right to develop T.G.I. Friday's restaurants in portions of Southern
California; and

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

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

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

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

          B.  Developer  shall obtain site  consent,  execute the franchise
     agreement,  pay the franchise fees, develop,  open, commence operation
     of and  continuously  operate  pursuant  to the  respective  Franchise
     Agreements  two (2)  Restaurants  in the  Territory,  pursuant  to the
     Replacement Development Schedule as follows. The Restaurants listed on
     the   Replacement   Development   Schedule  are   exclusive  of  those
     Restaurants  previously  open and  operated  by  Developer  under  the
     Original Development Agreement.

                                             DATE FRANCHISE
                     DATE OF PRELIMINARY    AGREEMENT SIGNED      DATE OPEN &
     RESTAURANT NO.      SITE CONSENT          & FEES PAID         OPERATING
     --------------      ------------          -----------         ---------
           1               3/31/03               6/30/03           12/31/03
           2               3/31/03               6/30/03           12/31/03

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

          (ii).  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  locations
     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.
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     2.  SECTION  3.C. of the  Development  Agreement  is hereby  deleted in its
entirety.

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

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

     5. Developer and its franchisee  companies  hereby  release  Friday's,  its
successors,    assigns,    subsidiaries,    parent   corporation,    affiliates,
representatives, agents, officers, directors, and employees, of and from any and
all  claims,  demands  and  causes of action  whatsoever,  in law or in  equity,
however  claimed to arise,  which they have or may have by reason of any matter,
cause or thing  whatsoever  arising out of or in  ocnnection  with the Franchise
Agreements,  Development  Agreement,  relationships or a course of dealings with
Friday's  as  vendor  of any  goods or as a  Franchisor,  the  operation  of the
Restaurants,  or for any other cause or circumstance  which existed prior to the
date of this Amendment.

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

TGI FRIDAY'S INC.

By: /s/ Leslie Sharman
    -------------------------------------
Name: LESLIE SHARMAN
      -----------------------------------
Title: SR. VICE PRESIDENT-GENERAL COUNSEL
       ----------------------------------

MAIN ST. CALIFORNIA, INC.

By: /s/ Bart A. Brown
    -------------------------------------
Name: Bart A. Brown, Jr.
      -----------------------------------
Title: CEO
       ----------------------------------