TGI FRIDAY'S INC.

                        Main Street and Main Incorporated

                          Cornerstone Productions, Inc.

                   Amended and Restated Development Agreement

                             Dated April 30th, 1997


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

                        Main Street and Main Incorporated

                                TABLE OF CONTENTS
                                -----------------


      RECITALS                                            1

1.    GRANT                                               2

2.    DEVELOPMENT FEE                                     2

3.    SCHEDULE AND MANNER FOR EXERCISING
      DEVELOPMENT RIGHTS                                  2

4.    SITE SELECTION                                      4

5.    TERM                                                5

6.    DUTIES OF THE PARTIES                               5

7.    DEFAULT                                             9

8.    TRANSFER OF INTEREST                                11

9.    COVENANTS                                           14

10.   NOTICES AND PAYMENTS                                17

11.   INDEPENDENT CONTRACTOR AND INDEMNIFICATION          18

12.   APPROVALS, WAIVERS AND REMEDIES                     20

13.   SEVERABILITY AND CONSTRUCTION                       21

14.   ENTIRE AGREEMENT                                    22

15.   APPLICABLE LAW                                      22

16.   ACKNOWLEDGMENTS                                     22

EXHIBIT A - THE TERRITORY
EXHIBIT B - FRANCHISE AGREEMENT
EXHIBIT C - CONFIDENTIALITY AGREEMENT
EXHIBIT D - CONFIDENTIALITY AGREEMENT AND COVENANT NOT TO COMPETE
EXHIBIT E - NON-DISCLOSURE FORM
                                                                     "Southwest"
<PAGE>
                              DEVELOPMENT AGREEMENT

      This Amended and Restated Development  Agreement  ("Agreement") is entered
into this 30th day of April,  1997 by and between TGI Friday's  Inc., a New York
corporation,  with its principal place of business at 7540 LBJ Freeway,  Dallas,
Texas 75251  (hereinafter  "Franchisor")  and Cornerstone  Productions,  Inc., a
Delaware  corporation,  with its principal  place of business at 5050 North 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 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;

      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
      -----
                                                                     "Southwest"
                                       1
<PAGE>
      A. Franchisor hereby grants to Developer and Developer  accepts,  pursuant
to the terms and conditions of this Agreement,  development  rights to establish
and  operate  new  Restaurants  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 Exhibit A (hereinafter "Territory) and outlined on the map
attached hereto as part 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.

      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.    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  Restaurant   developed  in  accordance   with  the  development   schedule
hereinafter set forth (and as it may be amended by consent of the parties) shall
be in the form of the  franchise  agreement  attached  hereto as  Exhibit B. The
franchise  fee  to  be  paid  by  Developer  shall  be  Fifty  Thousand  Dollars
($50,000.00)  for each Restaurant to be located in the Territory during the term
of this  Agreement,  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 development schedule set forth below:

      C. Developer shall develop,  open,  commence operation of and continuously
operate pursuant to the respective Franchise Agreements seven (7) Restaurants in
the Territory, pursuant to the Development Schedule as follows:
                                                                     "Southwest"
                                       2
<PAGE>
                         ASSUMES YEAR ENDS DECEMBER 25TH
                        SOUTHWEST - EXCLUSIVE DEVELOPMENT
<TABLE>
<CAPTION>
--------------------------- -------------------------- -------------------------- --------------------------
                            Date of Preliminary Site   Date Franchise Agreement
      Restaurant No.                 Consent              Signed & Fees Paid        Date Open & Operating
--------------------------- -------------------------- -------------------------- --------------------------
<S>        <C>                       <C>                       <C>                       <C>      
            1                        3-25-97                    7-25-97                   12-25-97
--------------------------- -------------------------- -------------------------- --------------------------
           2&3                       3-25-98                    7-25-98                   12-25-98
--------------------------- -------------------------- -------------------------- --------------------------
            4                        3-25-99                    7-25-99                   12-25-99
--------------------------- -------------------------- -------------------------- --------------------------
            5                        3-25-00                    7-25-00                   12-25-00
--------------------------- -------------------------- -------------------------- --------------------------
            6                        3-25-01                    7-25-01                   12-25-01
--------------------------- -------------------------- -------------------------- --------------------------
            7                        3-25-02                    7-25-02                   12-25-02
--------------------------- -------------------------- -------------------------- --------------------------
</TABLE>

      Failure  by  Developer  to  adhere  to  the  development   schedule  shall
constitute  a material  event of default  under this  Agreement  as  provided in
Subsection  7.C  hereof.  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  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.

      D. Franchisor and Developer agree that during the year 2002 and 2007 a new
development  schedule will be negotiated  providing for the number of additional
Restaurants  to be  developed  during the  ensuring  five (5) and three (3) year
periods  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  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 issues. 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 issues shall be conducted
using the same  procedures  set forth at  Subsection  ss.17.03 of the  Franchise
Agreement  attached  hereto as  Exhibit  B.  Should  Developer  fail to  develop
according to the new development  schedule,  Developer  agrees that it will lose
its  rights  to  further  development  within  the  Territory  and  agrees  that
Franchisor  shall have the right to develop or license  other parties to develop
Restaurants within the Territory.  For each of the additional  Restaurants to be
developed  during the  ensuing  five (5) and three (3) year  periods,  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.

3.    SITE SELECTION
      --------------
                                                                     "Southwest"
                                       3
<PAGE>
      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:

              (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;
                                                                     "Southwest"
                                       4
<PAGE>
              (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;

              (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 and adversely  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.

4.    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 31, 2010.

5.    DUTIES OF THE PARTIES
      ---------------------

      A. Franchisor shall furnish to Developer the following:

              (1) Upon execution hereof,  one (1) copy of the Development Manual
("Development  Manual"),  which is a part of the Confidential  Operating Manuals
("Manuals") referred to in Section 7 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-
                                                                     "Southwest"
                                       5
<PAGE>
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) Upon execution  hereof,  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.

              (5) Preopening  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.

      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 Subsection
ss.4.03 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 Operator 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 ss.4.02 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
                                                                     "Southwest"
                                        6
<PAGE>
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
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.  Developer shall be permitted to
disclose  confidential  information  and  materials to its legal counsel and its
business, financial and other professional consultants and contractors, but only
to the extent that such  disclosure  is  necessary  in order for such parties to
provide services or professional  advice related to the franchised  business and
this  Agreement  and then only after such parties have  executed  non-disclosure
covenants in a form substantially  similar to the  Non-Disclosure  form attached
hereto as Exhibit E.  Developer  shall be  responsible  for  compliance  by such
parties with such covenants.

              (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
Agreement  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

                                                                     "Southwest"
                                       7
<PAGE>
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.  If Franchisor  prevails,  Developer  agrees 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.

      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 permit 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  known to  Developer  of any class of voting
securities of the  corporation.  Such list shall be furnished to Franchisor upon
request;

              (7) 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) Each of Developer's Principals personally, unconditionally and
irrevocably  guarantee to Franchisor  and its successors and assigns that all of
Developer's  obligations  under  this  Agreement  will be  punctually  paid  and
performed.  Upon  default by Developer  or notice from  Franchisor,  Developer's
Principals will immediately make each payment and perform each
                                                                     "Southwest"
                                       8
<PAGE>
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  indebtedness  or  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
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.  Upon receipt by  Franchisor  of notice of the
death of one of Developer's Principals, the estate of the deceased will be bound
by the  foregoing  guaranty,  but only for defaults and  obligations  under this
Agreement  existing  at the  time of  death;  the  obligations  of the  other of
Developer's Principals shall continue in full force and effect.

      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.

6.    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
non-appealable judgment remains unsatisfied or of record for thirty (30) days or
longer (unless  supersedes 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
or bonded within thirty (30) days; or if the real property  (owned by Developer)
of any Restaurants or 
                                                                     "Southwest"
                                       9
<PAGE>
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 the development schedule set forth in
Subsection  3.B hereof or any  subsequent  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 after written  notice from  Franchisor  that the same has not been
paid;  Developer  fails to comply  with any other terms and  conditions  of this
Agreement,  or the terms of any Franchise  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;

              (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
thereafter 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  prior to or at the time of
termination and Franchisor  shall be entitled to establish and to license others
to establish  Restaurants in the Territory  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.

7.    TRANSFER OF INTEREST
      --------------------

                                                                     "Southwest"
                                       10
<PAGE>
      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  understands and acknowledges  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  (a) any of the  securities  of which are  registered or quoted on a
national  or regional  stock  exchange,  the  National  Quotation  System of the
National Association of Securities Dealers or the "pink sheets" published by the
National Quotation Bureau and (b) which is a reporting  corporation  pursuant to
Sections 12 and 15 of 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) If the  transferor  shall no longer own an  interest in
this Agreement,  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 of transferor contained in this Agreement;
and as applicable, transferee's shareholders, partners or other investors, shall
also execute such agreement;
                                                                     "Southwest"
                                       11
<PAGE>
                     (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 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,  a transferee  of  Developers
entire  interest in this  Agreement  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 initial development fee;

                     (g)  Developer  and  Developer's  Principals  shall  remain
liable for all of their respective  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), (h) and (i) 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.

                                                                     "Southwest"
                                       12
<PAGE>
      C. (1) If  Developer  desires  to accept  any bona fide offer from a third
party to purchase an interest in the  development  rights or in this  Agreement,
Developer  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 Developer that  Franchisor  intends to
purchase  such  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,  appraisers  shall be designated by Franchisor  and Developer in the same
manner as provided at Subsection  17.03 of the Franchise  Agreement to determine
such amount and such 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. (1) Upon the death of any person with an interest in this  Agreement or
in Developer (the  "Deceased"),  the executor,  administrator  or other personal
representative  of the Deceased  shall  transfer  such interest to a third party
approved by Franchisor within twelve (12) months after the death. If no personal
representative  is  designated  or  appointed  or  no  probate  proceedings  are
instituted  with respect to the estate of the Deceased,  then the distributee of
such  interest  must either (a) be approved by Franchisor as a transferee or (b)
transfer  such interest to a third party  approved by  Franchisor  within twelve
(12) months after the date of the death of the Deceased.

              (2) Upon the  permanent  disability of any person with an interest
in this  Agreement  or in  Developer,  Franchisor  may, in its sole  discretion,
require such interest to be  transferred to a third party approved by Franchisor
within six (6) months after notice to Developer.  "Permanent  disability"  shall
mean any physical, emotional or mental injury, illness or incapacity which would
prevent a person from performing the obligations set forth in this Agreement for
at least ninety (90) consecutive  days and from which condition  recovery within
ninety  (90) days from the date of  determination  of  disability  is  unlikely.
Permanent  disability  shall be  determined by a licensed  practicing  physician
selected by Franchisor upon examination of the person;  or if the person refuses
to submit to an  examination,  then such person  shall be  automatically  deemed
permanently  disabled  as of the date of such  refusal  for the  purpose of this
Subsection  8.D. The costs of any  examination  required by this  Subsection 8.D
shall be paid by Franchisor.
                                                                     "Southwest"
                                       13
<PAGE>
              (3) Upon the death or claim of permanent  disability of any person
with  an  interest  in  this   Agreement  or  in   Developer,   Developer  or  a
representative  of Developer  must promptly  notify  Franchisor of such death or
claim of permanent  disability.  Any transfer upon death or permanent disability
shall be subject to the same terms and conditions as described in Subsection 8.B
for any inter vivos transfer.  If an interest is not  transferred  upon death or
permanent  disability as required in this Subsection 8.D, in accordance with the
terms  and  conditions  of  Section  8,  unless  such  failure  is due to  legal
prohibitions or factors outside the control of the representative,  such failure
shall  constitute a material event of default for which Franchisor may terminate
this Agreement pursuant to Subsection 7.C hereof.

              (4) The  foregoing  provisions  of this  Subsection  8.D shall not
apply if  Developer  is a  publicly-held  corporation  as defined at  Subsection
8.B(1) hereof.

      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.

8.    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;
shall  require its Operator to devote full time,  energy and best efforts to the
overall  day-to-day  management  and operation of the franchised  business;  and
shall require its Regional Manager,  if applicable,  to devote full time, energy
and best efforts to the management and supervision of 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:
                                                                     "Southwest"
                                       14
<PAGE>
                     (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.

              (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, 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);

                              (iii) 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
                                                                     "Southwest"
                                       15
<PAGE>
are the same or substantially similar in concept,  decor or menus to restaurants
within  the  System,  which  are,  or are  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  March 9,  1990),  Chi-Chi's,  El  Chico  and  other
ethnic-theme  restaurants  (as the same are operated on March 9, 1990),  and The
Tavern on the Green, Windows on the World and other fine dining white tablecloth
restaurants  (as the same are  operated on March 9, 1990).  For the  purposes of
comparison  only, such  Subsections  shall preclude  involvement as aforesaid in
restaurants  such as Bennigans,  Houstons,  Chilis,  Houlihan's and other casual
dining restaurants (as the same are operated on March 9, 1990).

      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 
                                                                     "Southwest"
                                       16
<PAGE>
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. If Franchisor prevails, Developer agrees 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,   Operator,  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  Confidentiality  Agreement and
Covenant  Not to  Compete  attached  hereto as  Exhibit  D.  Developer  shall be
responsible for compliance by its employees with such covenants.

9.    NOTICES AND PAYMENTS
      --------------------

      All notices  required to be given  hereunder shall be in writing and shall
be sent by personal  delivery or by certified or registered 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 certified or registered  mail shall be deemed given at
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.

      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
or by mail, postage prepaid, and directed to Franchisor as shown above.

10.   INDEPENDENT CONTRACTOR AND INDEMNIFICATION
      ------------------------------------------
                                                                     "Southwest"
                                       17
<PAGE>
      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  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  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.
                                                                     "Southwest"
                                       18
<PAGE>
      The provisions of Subsections 11.D(1)(c),  (d) and (e) shall apply mutatis
mutandis to Franchisor.

              (2) Developer agrees to give Franchisor notice of any such action,
suit, proceeding,  claim, demand,  inquiry or investigation.  At the expense and
risk of Developer,  Franchisor may elect to assume (but under no circumstance is
obligated to undertake), the defense and/or settlement of any such action, suit,
proceeding,  claims,  demand,  inquiry or investigation.  Such an undertaking by
Franchisor shall, in no manner or form,  diminish the obligation of Developer to
indemnify Franchisor and to hold it harmless.

              (3) 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:

                     (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) (a) All losses and  reasonable  expenses  incurred  under this
Section shall be chargeable to and paid by Developer 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,  reasonable
attorneys' fees, court costs,  settlement amounts,  judgments,  compensation for
damages to the  Franchisor's  reputation  and goodwill,  reasonable  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 reasonable expenses of recall, refunds, compensation, public notices and
other such reasonable 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  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 
                                                                     "Southwest"
                                       19
<PAGE>
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.

11.   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.

      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  of 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  or 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.
                                                                     "Southwest"
                                       20
<PAGE>
      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.

12.   SEVERABILITY AND CONSTRUCTION
      -----------------------------

      A. The  term  "Developer's  Principals"  as used in this  Agreement  shall
include, collectively and individually: all officers, directors and holders of a
direct or indirect beneficial interest in the securities of Developer (or of any
corporation which directly or indirectly controls Developer).

      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.

      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;  and  all  acknowledgments,   promises,  covenants,  agreements  and
obligations  herein made or undertaken by Developer  shall be deemed jointly and
severally  undertaken  by all  those  executing  this  Agreement  on  behalf  of
Developer.

      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,
                                                                     "Southwest"
                                       21
<PAGE>
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.

13.   ENTIRE AGREEMENT
      ----------------

      THIS AGREEMENT,  THE DOCUMENTS REFERRED TO HEREIN, AND THE EXHIBITS HERETO
CONSITTURE  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.

14.   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 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 
                                                                     "Southwest"
                                       22
<PAGE>
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.

15.   ACKNOWLEDGMENTS
      ---------------

      A.   Developer   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 developer  acknowledges 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  acknowledges  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  acknowledges that it has received,  read and understood this
Agreement, the documents referred to herein and the Exhibits attached hereto and
that  Franchisor has accorded  Developer  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  acknowledges  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  further  acknowledges  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.

      IN WITNESS  WHEREOF,  the parties hereto have duly executed,  sealed,  and
delivered this Agreement on the day and year first above written.
                                                                     "Southwest"
                                       23
<PAGE>
WITNESS:                                TGI FRIDAY'S INC.

                                        By: /S/ Leslie Sharmer
-----------------                          ------------------------
Name                                    Name: Leslie Sharmer
                                             ----------------------
                                        Title: Vice President 
                                              ---------------------


                                        CORNERSTONE PRODUCTIONS, INC.

                                        By: /S/ Bart A. Brown, JR.
                                           ------------------------
                                        Name: Bart A. Brown, JR.
                                             ----------------------
                                        Title: President 
                                              ---------------------
                                                                     "Southwest"
                                       24
<PAGE>
         Each of the undersigned acknowledge and agree as follows:

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

         (2) Each is included in the term "Developer's  Principals" as described
in Subsection 13.A of this Agreement;

         (3)  Each   jointly  and   severally   makes  all  of  the   covenants,
representations  and  agreements  of  Developer's  Principals  set forth in this
Agreement and is obligated to perform thereunder; and

         (4) Each jointly and severally  guarantees  Developer's  obligations to
Franchisor in accordance with Subsection 6.C(8) of this Agreement.




                             DEVELOPER'S PRINCIPALS

WITNESS:                                Main Street and Main Incorporated

                                        By: Bart A. Brown, JR.
------------------                         ----------------------------

                                        Title: President
                                              -------------------------
<PAGE>
                                   EXHIBIT A
                                   ---------

                                 The Territory


1)   The following counties in the State of Arizona:

     Apache South             Graham              Navajo
     Apache North             Greenlee            Pima
     Cochise                  La Paz              Pinal
     Coconino                 Maricopa            Santa Cruz
     Gila                     Mohave              Yavapai

2)   The following counties in the State of Nevada:

     Carson City              Humboldt            Nye South
     Churchill                Lander              Pershing
     Clark Lincoln            Storey
     Douglas                  Lyon                Washoe
     Esmeralda                Mineral             
     Eureka                   Nye North

2)   The following counties in the State of New Mexico:

     Bernalillo               Harding             San Juan
     Catron                   Hidalgo             San Miguel
     Chaves                   Lea North           Sandoval
     Cibola                   Lincoln             Santa Fe
     Colfax                   Los Alamos          Sierra
     De Baca                  Luna                Socorro
     Donna Ana                McKinley            Taos
     Eddy                     Mora                Torrance
     Grant Otero              Valencia
     Guadalupe                Rio Arriba

2)   The following counties in the State of Texas:
     
     Culberson
     El Paso
     Hudspeth

                                                                     "Southwest"