THE FOLLOWING ITEMS WERE THE SUBJECT OF A FORM 12B-25
                              AND ARE INCLUDED HEREIN: ITEMS 10, 11, 12, AND 13.

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the Fiscal Year Ended December 30, 2002      Commission File Number: 0-18668


                        MAIN STREET AND MAIN INCORPORATED
             (Exact name of registrant as specified in its charter)


                DELAWARE                                         11-2948370
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)

         5050 NORTH 40TH STREET                                     85018
       SUITE 200, PHOENIX, ARIZONA                               (Zip Code)
(Address of principal executive offices)


                                 (602) 852-9000
               Registrant's telephone number, including area code

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.001 par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

At July 1, 2002,  there were outstanding  14,129,928  shares of the registrant's
common stock,  $.001 par value.  The aggregate market value of common stock held
by nonaffiliates of the registrant  (8,378,678 shares) based on the closing sale
price of the common stock as reported on the Nasdaq  National  Market on July 1,
2002,  ($6.22 per share) was  $52,115,377.16.  For purposes of this computation,
all officers,  directors, and 10% beneficial owners of the registrant are deemed
to be affiliates. Such determination should not be deemed an admission that such
officers,  directors,  or 10% beneficial owners are, in fact,  affiliates of the
registrant.

Documents incorporated by reference: None
<PAGE>
                        MAIN STREET AND MAIN INCORPORATED

                           FORM 10-K/A AMENDMENT NO. 1

                       FISCAL YEAR ENDED DECEMBER 30, 2002


                                EXPLANATORY NOTE


This  Amendment  No. 1 to the Annual Report on Form 10-K of Main Street and Main
Incorporated (the "Company") amends the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2002, originally filed on March 31, 2003 (the
"Original Filing"). The Company is refiling a portion of Part III to include the
information  required  by  Items  10,  11,  12 and 13 to Part  III  because  the
Company's  proxy  statement  will not be filed within 120 days of the end of the
Company's  fiscal year ended December 31, 2002. In addition,  in connection with
the filing of this  Amendment  and pursuant to the rules of the  Securities  and
Exchange  Commission,  the  Company is  including  with this  Amendment  certain
currently dated certifications.

Except as  described  above,  no other  changes  have been made to the  Original
Filing. This Amendment continues to speak as of the date of the Original Filing,
and the registrant has not updated the disclosures  contained therein to reflect
any events that  occurred  at a date  subsequent  to the filing of the  Original
Filing.  The  filing  of this  Form  10-K/A  is not a  representation  that  any
statements contained in items of Form 10-K other than Part III Items 10, 11, 12,
and 13 are  true  or  complete  as of any  date  subsequent  to the  date of the
Original Filing.

                                TABLE OF CONTENTS

PART III
     ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...........   1
     ITEM 11.  EXECUTIVE COMPENSATION.......................................   3
     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                 MANAGEMENT AND RELATED STOCKHOLDER MATTERS.................  12
     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............  13

SIGNATURES      ............................................................  14

CERTIFICATIONS  ............................................................  15
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following  table sets forth certain  information  regarding each of the
directors and executive officers of our company:

<TABLE>
<CAPTION>
NAME                            AGE     POSITIONS AND OFFICES PRESENTLY HELD WITH THE COMPANY
----                            ---     -----------------------------------------------------
<S>                             <C>     <C>
John F. Antioco(2)(3).......    53      Chairman of the Board
Bart A. Brown, Jr...........    71      Chief Executive Officer and Director
William G. Shrader..........    55      President, Chief Operating Officer, and Director
Michael Garnreiter..........    51      Executive Vice President, Treasurer, and Chief
                                          Financial Officer
Jeff Smit...................    44      Senior Vice President - Restaurant Operations
Michael J. Herron...........    62      General Counsel and Secretary
Matthew J. Wickesberg.......    28      Vice President - Financial Planning and Analysis
Stephanie Barbini...........    33      Vice President - Human Resources and Training
Jane Evans(1)(3)............    58      Director
John C. Metz(1)(2)..........    63      Director
Debra Bloy..................    48      Director
Wanda Williams(1)(2)(3).....    56      Director
Kenda B. Gonzales(1)........    45      Director
</TABLE>

(1)  Member of the Audit Committee.
(2)  Member of the Compensation Committee.
(3)  Member of the Nominating Committee.

     JOHN F.  ANTIOCO  has served as Chairman  of the board of  directors  since
August 9, 1996,  and as a director of our  company  since  January 8, 1996.  Mr.
Antioco has served as the Chairman of the Board and Chief  Executive  Officer of
Blockbuster  Entertainment Inc. since July 1997. Mr. Antioco served as President
and Chief Executive Officer of Taco Bell Corp from October 1996 to July 1997; as
the Chairman of The Circle K Corporation from August 1995 until May 1996; and as
President and Chief Executive Officer of Circle K from July 1993 until May 1996.
Mr. Antioco joined Circle K as Chief  Operating  Officer in September  1991. Mr.
Antioco was Chief  Operating  Officer of Pearle Vision  Centers,  Inc. from June
1990 to August 1991. From 1970 to 1990, Mr. Antioco held various  positions with
The Southland Corporation.

     BART A.  BROWN,  JR. has  served as the Chief  Executive  Officer  and as a
director of our company since  December  1996. Mr. Brown served as our President
from December of 1996 to June 2001.  Mr. Brown was  affiliated  with  Investcorp
International,  N.A., an international  investment banking firm, from April 1996
until  December  1996.  Mr. Brown  served as the  Chairman  and Chief  Executive
Officer of Color Tile,  Inc. at the request of Investcorp  International,  Inc.,
which owned all of that company's common stock,  from September 1995 until March
1996. In January 1996, Color Tile filed for  reorganization  under Chapter 11 of
the United States  Bankruptcy Code. Mr. Brown served as Chairman of the Board of
The Circle K  Corporation  from June 1990,  shortly after that company filed for
reorganization  under Chapter 11 of the United  States  Bankruptcy  Code,  until
September  1995.  From September 1994 until  September 1996, Mr. Brown served as
the Chairman and Chief Executive Officer of Spreckels Industries, Inc. Mr. Brown
engaged in the private  practice of law from 1963 through 1990 after seven years
of employment with the Internal Revenue Service.

     WILLIAM G. (BILL)  SHRADER has served as our President  since June 2001 and
as our Chief  Operating  Officer and a director of our company since March 1999.
Mr.  Shrader  served as Executive  Vice President of our company from March 1999
until June 2001.  Prior to joining  our  Company,  Mr.  Shrader  was Senior Vice
President of Marketing for Tosco  Marketing  Company,  a refiner and marketer of
petroleum  products,  from  February  1997 to March  1999.  From  August 1992 to
February  1997,  Mr.  Shrader  served in several  capacities at Circle K Stores,
Inc.,  including  President of the Arizona  Region,  President of the  Petroleum
Products/Services  Division,  Vice  President of Gasoline  Operations,  and Vice
President of Gasoline  Marketing.  Mr.  Shrader  began his career in 1976 at The
Southland  Corporation  and  departed in 1992 as  National  Director of Gasoline
Marketing.

                                       1
<PAGE>
     MICHAEL  GARNREITER has served as our Executive Vice President,  Treasurer,
and Chief Financial Officer since April 2002. Prior to joining our company,  Mr.
Garnreiter served as a general partner of the international  ac-counting firm of
Arthur Andersen LLP. Mr.  Garnreiter began his career in public  accounting with
the Los Angeles office of Andersen in 1974 after  graduating  with a Bachelor of
Science degree in accounting from California  State University at Long Beach. In
1986,  he  transferred  to their  Tucson,  Arizona  office to become  its Office
Managing  Partner.  Mr.  Garnreiter's  career as an accounting and audit partner
spanned many  different  industries but focused on the  entrepreneurial,  public
company.  Mr.  Garnreiter is a Certified  Public  Accountant in California,  New
Mexico and Arizona and retired from Andersen in March 2002.

     JEFF SMIT has served as our  Senior  Vice  President-Restaurant  Operations
since June 2001.  Mr.  Smit  served as our Vice  President  of  Operations  from
September  1998 to June 2001.  Mr. Smit joined us in 1994 and has been a general
and  regional  manager.  Prior to  joining  us,  Mr.  Smit  worked  for  Carlson
Restaurants  Worldwide as a general  manager in its T.G.I.  Friday's  operation.
Prior  to  that,  Mr.  Smit  worked  in  a  variety  of  capacities  in  various
restaurants.

     MICHAEL J.  HERRON has served as our General  Counsel  since March 2001 and
has been our  Secretary  since June 2001.  Prior to joining  us, Mr.  Herron was
actively engaged in the private practice of law in Miami Beach, Florida.  During
that time he served as outside General Counsel for a restaurant franchisor known
as the Orange  Bowl,  a  restaurant  concept  exclusively  located  in  regional
shopping centers through the United States. He thereafter engaged in the private
practice of law in Aspen,  Colorado,  and from April 1990 to February  2001, Mr.
Herron was a member of the law firm of Garfield & Hecht,  P.C.  Mr.  Herron is a
former President of the Miami Beach, Florida Bar Association and was a member of
the Florida Bar Association's standing Ethics Committee.

     MATTHEW  J.  WICKESBERG  has  served  as our Vice  President  of  Financial
Planning and Analysis since June 2002. Mr.  Wickesberg served as our Director of
Strategic Planning from May 2000 to June 2002. Prior to joining our company, Mr.
Wickesberg was a Senior Consultant with PricewaterhouseCoopers in Dallas, Texas.
As a member of the Financial  Advisory  Services group, he worked in the area of
corporate restructuring,  bankruptcy,  corporate finance and litigation support.
Mr.  Wickesberg is a Chartered  Financial  Analyst and attended  programs at the
London School of Economics,  and received his Bachelors in Finance from Oklahoma
State University.

     STEPHANIE  BARBINI has served as our Vice President of Human  Resources and
Training  since  September  2002.  Prior to joining  our  company,  from 1994 to
September  2002 Ms.  Barbini held a variety of senior  level HR  positions  with
Conoco / Phillips.  During her eight year tenure,  she provided  strategic human
resource  support  to  retail  operations,  corporate  headquarters,   petroleum
refining and distribution  through 5 separate multi billion dollar acquisitions.
Ms. Barbini holds a BA in Psychology from Oklahoma  University and a Master's in
Organizational Psychology from Columbia University.

     JANE EVANS has served as a director  of our company  since March 1997.  Ms.
Evans served as the Chief Executive  Officer of Opnix,  Inc. from May 2001 until
April 2003. Ms. Evans served as President and Chief  Executive  Officer of Smart
TV n/k/a Gamut  Interactive,  Inc. from April 1995 to May 2001. Ms. Evans served
as Vice  President  and General  Manager of U.S. West  Communications,  Home and
Personal  Services  from  February 1991 until March 1995; as President and Chief
Executive  Officer of  Interpacific  Retail Group from March 1989 until  January
1991;  as a General  Partner of  Montgomery  Securities  from January 1987 until
February 1989; as President and Chief  Executive  Officer of Monet Jewelers from
May 1984 until  December  1987; as Executive  Vice  President - Fashion Group of
General  Mills,  Inc.  from October 1979 until April 1984;  as Vice  President -
Corporate  Development of Fingerhut from November 1977 until  September 1979; as
President  of  Butterick  Fashions  from May 1974  until  October  1977;  and as
President  of the I. Miller  Division of Genesco,  Inc.  from May 1970 until May
1973.  Ms.  Evans  serves  on the  Boards  of  Directors  of the  Philip  Morris
Companies,  Inc.,  Georgia-Pacific  Corp.,  Kaufman  &  Broad  Home  Corp.,  and
Petsmart, Inc.

     JOHN C. METZ has served as a director of our company since April 1996.  Mr.
Metz has served as Chairman  and Chief  Executive  Officer of Metz  Enterprises,
Inc., a contract food management and retail restaurant company, since 1987. Metz
Enterprises is a T.G.I.  Friday's  franchisee in the northeastern United States.
Mr. Metz previously  served as President and Chief  Executive  Officer of Custom
Management Corporation, a contract food management corporation,  from 1967 until
1987.

                                       2
<PAGE>
     DEBRA BLOY has served as a director of our company since October 2000.  Ms.
Bloy has over 24  years of  experience  as an  owner  and  operator  of  several
fine-dining restaurant concepts. Ms. Bloy was the sole owner and operator of two
Bamboo Club restaurants located in Phoenix and Scottsdale,  Arizona, until their
sale to our company in 2000.

     WANDA WILLIAMS has served as a director of our company since July 2002. Ms.
Williams is retired and has over 30 years of  experience  in Human  Resources in
public  companies.  Ms. Williams served as Vice President of Human Resources for
Tosco  Corporation  from  1996 to  January  2002;  as Vice  President  of  Human
Resources  for Circle K Corporation  from 1992 to 1996;  as Corporate  Personnel
Manager/Regional  Human Resources  Operations Manager for Southland  Corporation
from 1984 to 1992;  and as  Corporate  Personnel  Manager  for  Citgo  Petroleum
Corporation from 1971 to 1984.

     KENDA B.  GONZALES has served as a director of our company  since May 2003.
Ms.  Gonzales has served as the Chief  Financial  Officer of Apollo Group,  Inc.
since October 1998. Ms. Gonzalez  served as Senior  Executive Vice President and
Chief  Financial  Officer of UDC Homes,  Inc. from July 1996 to August 1998, and
held the same position at  Continental  Homes Holding Corp. in July 1996,  where
she was employed from May 1985.  Prior to that Ms. Gonzalez was Certified Public
accountant with Peat, Marwick, Mitchell, and Company.

     There are no family  relationships among any of our directors and executive
officers.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the  Securities  Exchange  Act  requires  our  directors,
officers, and persons that own more than 10% of a registered class of our equity
securities to file reports of ownership  and changes in ownership  with the SEC.
SEC regulations require directors,  officers,  and greater than 10% stockholders
to furnish us with copies of all Section 16(a) forms they file.

     Based  solely  upon our review of the copies of such forms that we received
during  fiscal  2002 and  written  representations  that no other  reports  were
required,  we believe  that each  person that at any time during the fiscal year
was a director,  executive  officer,  or beneficial  owner of 10% or more of our
common stock  complied  with all Section 16(a) filing  requirements  during such
fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

     Employees of our company do not receive additional compensation for serving
as members of our board of directors.  We have an employment agreement with Bart
A.  Brown,  Jr.,  our Chief  Executive  Officer,  and  William G.  Shrader,  our
President  and  Chief  Operating  Officer,  each of whom  is a  director  of our
company. See "Executive Compensation - Employment Agreements."

     During  2002,  our  non-employee   directors  received  $15,000  in  annual
compensation  plus $1,000 for each board of directors meeting attended in person
and $500 for each  telephonic  board of  directors  meeting.  We  reimburse  our
directors' costs and expenses for attending  meetings of the board of directors.
Directors of our company are eligible to receive  stock options and other awards
under our 1999 and 2002 Incentive  Stock Plans.  See  "Executive  Compensation -
1999 Incentive Stock Plan and 2002 Incentive Stock Plan."

COMPENSATION OF EXECUTIVES

     The following table sets forth, for the periods indicated, the compensation
received by our Chief  Executive  Officer  and our four most highly  compensated
executive  officers whose aggregate cash compensation  exceeded $100,000 for the
fiscal year ended December 30, 2002.

                                       3
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                         LONG TERM
                                                                        COMPENSATION
                                                                           AWARDS
                                                                       --------------
                                               ANNUAL COMPENSATION       SECURITIES
                                              ---------------------      UNDERLYING        ALL OTHER
    NAME AND PRINCIPAL POSITION       YEAR    SALARY(s)    BONUS(s)    OPTIONS (#)(1)   COMPENSATION(2)
    ---------------------------       ----    ---------    --------    --------------   ---------------
<S>                                   <C>     <C>         <C>              <C>              <C>
Bart A. Brown, Jr................     2002    $300,500          -0-             -0-         $ 3,692
   Chief Executive Officer            2001    $311,538          -0-        150,000          $ 5,250
                                      2000    $278,846          -0-         50,000          $ 5,250

William G. Shrader...............     2002    $275,500          -0-         50,000          $ 3,701
   President and Chief Operating      2001    $253,654    $150,000         100,000          $ 4,038
   Officer                            2000    $222,307     $70,000          50,000          $ 3,548

Michael Garnreiter...............     2002    $170,115          -0-        100,000               -0-
   Executive Vice President
   Finance, Chief Financial
   Officer and Treasurer (3)

Jeff Smit........................     2002    $125,500          -0-         15,000          $ 2,654
   Senior Vice President of           2001    $124,423     $20,000          15,000          $ 2,944
   Restaurant Operations (4)

Matthew J. Wickesberg............     2002    $115,500          -0-         35,000          $ 1,531
   Vice President of Planning and
   Financial Analysis
</TABLE>

----------
(1)  Except as otherwise  indicated,  the exercise prices of the options granted
     were the fair market value of our common stock on the date of grant.
(2)  Represents matching contributions we made to our 401(k) plan.
(3)  Michael Garnreiter joined the company on April 1, 2002.
(4)  Jeffrey  Smit  was  appointed  to  Senior  Vice   President  of  Restaurant
     Operations on June 1, 2001.

     Officers and key  personnel  of our company are  eligible to receive  stock
options and awards under our 1995 Stock Option Plan,  1999 Incentive  Stock Plan
and 2002 Incentive  Stock Plan.  Also, our executive  officers  participate in a
non-qualified  officers option program and medical  insurance  benefits that are
generally available to all of our employees.

OPTION GRANTS

     The following  table provides  information on stock options  granted to the
named executive officers during our fiscal year ended December 30, 2002.

                                       4
<PAGE>
                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                 INDIVIDUAL GRANTS                        POTENTIAL REALIZABLE VALUE
                             --------------------------------------------------------          AT ASSUMED ANNUAL
                               NUMBER OF       % OF TOTAL                                    RATES OF STOCK PRICE
                              SECURITIES        OPTIONS                                     APPRECIATION FOR OPTION
                              UNDERLYING        GRANTED       EXERCISE                              TERM(2)
                                OPTIONS       TO EMPLOYEES      PRICE      EXPIRATION     --------------------------
            NAME             GRANTED(#)(1)   IN FISCAL YEAR    ($/SH)         DATE             5%              10%
            ----             -------------   --------------    ------         ----             --              ---
<S>                             <C>               <C>          <C>         <C>            <C>             <C>
Bart A. Brown Jr. ........           --             --             --            --              --              --
William G. Shrader........       50,000           11.2%        $ 4.16      07/23/12       $ 130,810       $ 331,498
Michael Garnreiter........      100,000           22.5%        $ 5.81      04/01/12       $ 365,388       $ 925,964
Jeffrey Smit .............       15,000            3.4%        $ 4.16      07/23/12       $  39,243       $  99,450
Matthew J. Wickesberg.....       30,000            6.8%        $ 6.01      05/02/12       $ 113,390       $ 287,352
                                  5,000            1.1%        $ 4.16      07/23/12       $  13,081       $  33,150
</TABLE>

------------------
(1)  The options were granted at the fair market value of the shares on the date
     of grant and have 10-year terms.
(2)  Potential gains are net of the exercise price,  but before taxes associated
     with the  exercise.  Amounts  represent  hypothetical  gains  that could be
     achieved for the  respective  options if exercised at the end of the option
     term. The assumed 5% and 10% rates of stock price appreciation are provided
     in  accordance  with  SEC  rules  and  do not  represent  our  estimate  or
     projection of the future price of our common stock.  Actual gains,  if any,
     on stock option  exercises will depend upon the future market prices of our
     common stock.

FISCAL YEAR-END OPTION HOLDINGS

     The following table provides information on option exercises in fiscal 2002
by each of the named  executive  officers and the values of each such  officer's
unexercised options at December 30, 2002.

                         AGGREGATED OPTION EXERCISES IN
               LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                               NUMBER OF SECURITIES
                                SHARES                        UNDERLYING UNEXERCISED           VALUE OF UNEXERCISED
                               ACQUIRED                             OPTIONS AT                 IN-THE-MONEY OPTIONS
                                  ON            VALUE           FISCAL YEAR-END(#)           AT FISCAL YEAR-END($)(1)
           NAME              EXERCISE (#)   REALIZED ($)   EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE
           ----              ------------   ------------   -----------    -------------    -----------    -------------
<S>                              <C>            <C>         <C>               <C>             <C>             <C>
Bart A. Brown Jr..........       -0-            -0-          1,200,000             -0-        $ -0-           $ -0-
William G. Shrader........       -0-            -0-            316,667        133,333         $ -0-           $ -0-
Michael Garnreiter........       -0-            -0-                 -0-       100,000         $ -0-           $ -0-
Jeffrey Smit..............       -0-            -0-             90,333         31,667         $ -0-           $ -0-
Matthew J. Wickesberg.....       -0-            -0-              9,167         43,333         $ -0-           $ -0-
</TABLE>

----------
(1)  Calculated  based upon the closing  stock price of our common  stock on the
     Nasdaq  National  Market on  December  30,  2002,  of $1.90 per share.  The
     exercise  prices of  certain  of the  options  held by the named  executive
     officers  on  December  30,  2002 were equal to or  greater  than $1.90 per
     share.

STOCK OPTION PLANS

     We have options  outstanding  under four stock option plans: the 1990 Stock
Option Plan, the 1995 Stock Option Plan, the 1999 Incentive  Stock Plan, and the
2002 Incentive Stock Option Plan. Each of these plans permit us to grant options
that are  intended to qualify as  incentive  stock  options  under the  Internal
Revenue Code, as well as nonqualified stock options.  These plans also permit us
to make other stock-based awards, including grants of shares of common stock and
stock appreciation rights, or SARs.

     We may grant  options and awards under our stock option plans to employees,
directors,  and independent  contractors who provide services to our company. We
may grant options that are incentive  stock options only to key personnel of our

                                       5
<PAGE>
company  or our  subsidiaries  who are  also  employees  of our  company  or our
subsidiaries.  The terms and  conditions  of  incentive  stock  options  must be
consistent with the qualification requirements set forth in the Internal Revenue
Code. The exercise  price of all incentive  stock options must be at least equal
to the fair market value of our common stock on the date of the grant or, in the
case of incentive stock options granted to a person who holds 10% or more of the
voting power of our stock,  at least 110% of the fair market value of our common
stock on the date of the grant.  The maximum exercise period for which incentive
stock  options may be granted is ten years (five years in the case of  incentive
stock  options  granted to a person who holds 10% or more of the voting power of
our stock).

     To exercise an option,  the option-holder will be required to deliver to us
full  payment  of the  exercise  price for the  shares as to which the option is
being exercised. Generally, options can be exercised by delivery of cash, check,
or shares of our common stock.

     SARs  will  entitle  the  recipient  to  receive  a  payment  equal  to the
appreciation  in market value of a stated  number of shares of common stock from
the price on the date the SAR was  granted  or became  effective  to the  market
value of the common  stock on the date first  exercised  or  surrendered.  Stock
awards  will  entitle  the  recipient  to  receive  shares of our  common  stock
directly.  Cash awards will entitle the recipient to receive direct  payments of
cash  depending on the market value or the  appreciation  of our common stock or
other securities of our company.

     Our board of directors administers our option plans. Our board of directors
may  delegate  all or any portion of its  authority  and duties under our option
plans to one or more  committees  appointed by our board of directors under such
conditions  and  limitations  as our  board of  directors  may from time to time
establish.  Our board of directors  and/or any committee  that  administers  our
plans has the authority, in its discretion, to determine all matters relating to
awards,  including the selection of the  individuals to be granted  awards,  the
type of  awards,  the  number of shares of  common  stock  subject  to an award,
vesting conditions, and any and all other terms, conditions,  restrictions,  and
limitations, if any, of an award.

     A maximum of 250,000 shares of common stock were  originally  available for
issuance  under the 1990 Plan.  The 1990 Plan  expired on July 24,  2000,  which
means that no new  options  may be granted  under the 1990 Plan.  As of April 1,
2003,  19,750  shares of common stock have been issued upon  exercise of options
granted pursuant to the 1990 Plan and there were outstanding options to purchase
88,500  shares of common stock under the 1990 Plan.  No  incentive  awards other
than stock  options have been granted under the 1990 Plan.  Any options  granted
under the 1990 Plan will remain  outstanding  until their respective  expiration
dates or earlier termination in accordance with their respective terms.

     A maximum of 325,000  shares of common  stock may be issued  under the 1995
Plan.  As of April 1, 2003,  52,750 shares of common stock have been issued upon
exercise  of  options  granted  under the 1995 Plan and there  were  outstanding
options  to  acquire  272,250  shares  of  common  stock  under  the 1995  Plan.
Accordingly,  no additional  shares  remain  available for grants under the 1995
Plan.  The 1995 Plan will remain in effect until January 8, 2006.  The 1995 Plan
included an automatic  program that provided for the automatic  grant of options
to  non-employee  directors of our  company.  Because  there  currently is not a
sufficient  number of shares remaining  authorized under the 1995 Plan to permit
grants under the  automatic  program,  our board of directors  discontinued  the
automatic program in 1999.

     A maximum of 1,000,000  shares of common stock may be issued under the 1999
Plan.  The maximum  number of shares covered by awards granted to any individual
in any year may not exceed 15% of the total  number of shares that may be issued
under the 1999 Plan.  As of April 1, 2003,  78,995  shares of common  stock have
been issued upon exercise of options  granted under the 1999 Plan and there were
outstanding  options to acquire  921,005  shares of common  stock under the 1999
Plan.  Accordingly,  no additional  shares remain  available for grant under the
1999 Plan. The 1999 Plan will remain in effect until  February 19, 2009,  unless
sooner terminated by the board of directors.

     A maximum of 1,000,000  shares of common stock may be issued under the 2002
Plan.  The maximum  number of shares covered by awards granted to any individual
in any year may not exceed 15% of the total  number of shares that may be issued
under the 2002 Plan.  As of April 1, 2003,  no shares of common  stock have been
issued  upon  exercise  of  options  granted  under the 2002 Plan and there were
outstanding  options to acquire  310,667  shares of common  stock under the 2002

                                       6
<PAGE>
Plan. An  additional  689,333  shares remain  available for grant under the 2002
Plan.  The 2002 Plan will remain in effect  until June 26, 2012,  unless  sooner
terminated by the board of directors.

NON-QUALIFIED AND OFFICER OPTION PROGRAM

     In addition to the employee  incentive  stock plans, we have issued options
for 2,045,000 to executive  officers and directors at prices  generally equal to
or above fair market value at the date of grant, at prices ranging from $2.00 to
$5.00 per share.

401(k) PROFIT SHARING PLAN

     Our  qualified  401(k)  Profit  Sharing  Plan was  adopted  by our board of
directors  on January  14,  1991,  effective  as of January 1, 1991,  and covers
corporate  management  and  restaurant  employees.  The  401(k)  Plan  currently
provides for a matching  contribution equal to 50% of the first 4% of the salary
deduction a participant  elects to defer as a  contribution  to the 401(k) Plan.
The 401(k) Plan further provides for a special discretionary  contribution equal
to a percentage  of a  participant's  salary to be  determined  each year by our
company.  We also may  contribute  a  discretionary  amount in  addition  to the
special  discretionary  contribution.  Contributions  to the 401(k)  Plan by our
company for fiscal 2002 totaled approximately $257,000.

EMPLOYMENT AGREEMENTS

     We are a party to an employment  agreement  with Bart A. Brown,  Jr. with a
term  through  December  31,  2003.  The  agreement   automatically  renews  for
successive  one-year  terms unless  either party  terminates by giving the other
party at least  60  days'  written  notice.  Mr.  Brown's  employment  agreement
provides for him to serve as the Chief  Executive  Officer of our  company.  The
employment  agreement  provides  for Mr.  Brown to  receive a minimum  salary of
$250,000 per annum and as a result of a discretionary increase from the board of
directors,  Mr. Brown is currently  receiving a salary of $300,000 per annum. In
addition,  the employment  agreement provides that Mr. Brown will be eligible to
receive  discretionary  bonuses in amounts determined by our board of directors.
The  employment   agreement  contains  provisions   regarding   non-competition,
non-solicitation of employees, and non-disclosure of confidential information.

     The  employment  agreement  provides  for Mr.  Brown to  receive  his fixed
compensation  to the date of the  termination  of his  employment  by  reason of
resignation or as a result of termination of employment  "for cause," as defined
in the  agreement.  In the event of the  termination  of employment by reason of
death or disability,  the employment agreement provides for the payment of fixed
compensation  to Mr.  Brown  for a period  of one year from the date of death or
disability.  If we terminate Mr. Brown's employment other than "for cause" or in
the event of any termination of employment  following any "change in control" of
our company, as defined in the agreement, the employment agreement also provides
for Mr. Brown to receive his fixed  compensation  as if his  employment  had not
been  terminated.  Section  280G of the  Internal  Revenue  Code may  limit  the
deductibility  of such  payments  for  federal  income  tax  purposes.  If these
payments  are not  deductible  and if we have  income  at  least  equal  to such
payments,  an amount of income equal to the amount of such payments could not be
offset.  As a result,  the  income  that would not be offset  would be  "phantom
income" (i.e.,  income  without cash) to our company.  A change in control would
include a merger or consolidation of our company, a sale of all or substantially
all of our assets,  a change in the identity of a majority of the members of our
board of  directors,  or an  acquisition  of more than 15% of our common  stock,
subject to certain limitations.

     We are a party to an  employment  agreement  with William G. Shrader with a
term through December 31, 2004. Mr. Shrader's  employment agreement provides for
him to serve as the President and Chief  Operating  Officer of our company.  The
employment  agreement  provides for Mr.  Shrader to receive a salary of $300,000
per annum in 2003,  which salary shall increase by the amount of $25,000 in each
succeeding year of its term. In addition, the employment agreement provides that
Mr.  Shrader  will be  eligible  to  receive  discretionary  bonuses  in amounts
determined  by  our  board  of  directors.  The  employment  agreement  contains
provisions  regarding   non-competition,   non-solicitation  of  employees,  and
non-disclosure of confidential information.

     The  employment  agreement  provides  for Mr.  Shrader to receive his fixed
compensation  to the date of the  termination  of his  employment  by  reason of
resignation or as a result of  termination of employment  "for cause" as defined
in the  agreement.  In the event of the  termination  of employment by reason of
death or disability,  the employment agreement provides for the payment of fixed

                                       7
<PAGE>
compensation  to Mr. Shrader for a period of 18 months from the date of death or
disability. If we terminate Mr. Shrader's employment other than "for cause", the
agreement  provides for Mr. Shrader to receive his fixed  compensation as if his
employment  had  not  been  terminated.  In  the  event  of any  termination  of
employment following any "change in control,  wherein Mr. Shrader is not offered
the same or a better position" in our company, as defined in the agreement,  the
employment  agreement also provides for Mr. Shrader to receive 24 months salary.
Section 280G of the Internal  Revenue Code may limit the  deductibility  of such
payments for federal  income tax purposes.  If these payments are not deductible
and if we have income at least equal to such payments, an amount of income equal
to the amount of such payments could not be offset. As a result, the income that
would not be offset would be "phantom income" (i.e., income without cash) to our
company.

     We are a party to an employment  agreement with Michael  Garnreiter  with a
term through March 31, 2005. Mr. Garnreiter's  employment agreement provides for
him to serve as the Executive  Vice  President,  Chief  Financial  Officer,  and
Treasurer of our company.  The employment  agreement provides for Mr. Garnreiter
to receive a salary of $235,000 per annum in 2003,  which salary shall  increase
by the amount of $10,000 in each  succeeding  year of its term.  The  employment
agreement also contains provisions governing the compensation due Mr. Garnreiter
in the event of termination of his employment.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

     Our certificate of  incorporation  and bylaws provide that our company will
indemnify and advance expenses,  to the fullest extent permitted by the Delaware
General  Corporation Law, to each person who is or was a director,  officer,  or
agent  of  our  company  or  who  serves  or  served  any  other  enterprise  or
organization  at the request of our company.  Under  Delaware law, to the extent
that an indemnitee  is successful on the merits of a suit or proceeding  brought
against  him or her by reason  of the fact that he or she is or was a  director,
officer,  or agent of our company,  or serves or served any other  enterprise or
organization at the request of our company, we will indemnify him or her against
expenses  (including  attorneys'  fees)  actually  and  reasonably  incurred  in
connection with such action.  If unsuccessful in defense of a third-party  civil
suit or a  criminal  suit,  or if such suit is  settled,  an  indemnitee  may be
indemnified under Delaware law against both (a) expenses,  including  attorneys'
fees,  and (b)  judgments,  fines,  and amounts paid in  settlement if he or she
acted in good faith and in a manner he or she  reasonably  believed to be in, or
not opposed to, the best  interests  of our  company,  and,  with respect to any
criminal  action,  had no  reasonable  cause to believe  his or her  conduct was
unlawful. If unsuccessful in defense of a suit brought by or in the right of our
company,  where the suit is settled,  an  indemnitee  may be  indemnified  under
Delaware law only against  expenses  (including  attorneys'  fees)  actually and
reasonably  incurred in the defense or settlement of the suit if he or she acted
in good  faith and in a manner he or she  reasonably  believed  to be in, or not
opposed to, the best interests of our company,  except that if the indemnitee is
adjudged to be liable for negligence or misconduct in the  performance of his or
her duty to our company, he or she cannot be made whole even for expenses unless
a  court  determines  that  he or  she  is  fully  and  reasonably  entitled  to
indemnification for such expenses. Also under Delaware law, expenses incurred by
an officer or  director  in  defending  a civil or  criminal  action,  suit,  or
proceeding may be paid by our company in advance of the final disposition of the
suit,  action,  or proceeding  upon receipt of an undertaking by or on behalf of
the officer or director to repay such amount if it is ultimately determined that
he or she is not entitled to be indemnified by our company.  We also may advance
expenses  incurred by other  employees and agents of our company upon such terms
and conditions,  if any, that our board of directors deems appropriate.  Insofar
as indemnification  for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers, or persons controlling our company pursuant
to the foregoing  provisions,  we have been informed that, in the opinion of the
SEC,  such  indemnification  is  against  public  policy  as  expressed  in  the
Securities Act of 1933 and is therefore unenforceable.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     During the fiscal year ended December 31, 2002, our Compensation  Committee
consisted of John F. Antioco,  Jane Evans, John C. Metz, and Debra Bloy. None of
these individuals had any contractual or other  relationships with us during the
fiscal year except as directors  and except that Debra Bloy  received the sum of
$120,000,  pursuant to a consulting  agreement  entered into when she, as one of
the sellers, sold the Bamboo Club restaurant concept to the company.

                                       8
<PAGE>
             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

OVERVIEW AND PHILOSOPHY

     Decisions on  compensation  of our executives are made by the  Compensation
Committee, consisting of independent members of our board of directors appointed
by our board of directors. The board of directors and the Compensation Committee
make every effort to ensure that the  compensation  plan is consistent  with our
values and is aligned with our business strategy and goals.

     Our compensation  program for executive officers consists primarily of base
salary, bonus, and long-term incentives in the form of stock options. Executives
also  participate  in  various  other  benefit  plans,   including  medical  and
retirement plans, which generally are available to all employees of our company.

     Our  philosophy is to pay base salaries to executives at levels that enable
us to attract,  motivate,  and retain  highly  qualified  executives.  The bonus
program is designed to reward individuals for performance based on our company's
financial  results  as  well  as  the  achievement  of  personal  and  corporate
objectives  that will  contribute  to the  long-term  success of our  company in
building  stockholder  value.  Stock  option  grants are  intended  to result in
minimal or no rewards if our stock  price does not  appreciate,  but may provide
substantial rewards to executives as all of our company's  stockholders  benefit
from stock price appreciation.

     We follow a subjective  and flexible  approach  rather than an objective or
formulaic  approach  to  compensation.  Various  factors  receive  consideration
without any particular  weighting or emphasis on any one factor. In establishing
compensation  for the year ended  December 30,  2002,  the  committee  took into
account,  among other things, our financial results,  compensation paid in prior
years, and compensation of executive  officers  employed by companies of similar
size in the restaurant industry.

BASE SALARY AND ANNUAL INCENTIVES

     Base  salaries for  executive  positions  are  established  relative to our
financial performance and comparable positions in similarly sized companies. The
committee from time to time may use competitive  surveys and outside consultants
to help determine the relevant competitive pay levels. We target base pay at the
level required to attract and retain highly qualified executives. In determining
salaries,  the  committee  also takes into  account  individual  experience  and
performance,  salary levels  relative to other  positions with our company,  and
specific needs particular to our company.

     Annual  incentive  awards are based on our  financial  performance  and the
efforts of our executives.  Performance is measured based on  profitability  and
revenue and the  successful  achievement of functional  and personal  goals.  We
awarded minimal bonuses to some of our executive  staff,  administrative  staff,
and operations  management  staff for their  performance  during the fiscal year
ended December 30, 2002.

STOCK OPTION GRANTS

     We believe in tying executive  rewards directly to the long-term success of
our company and increases in stockholder value through grants of executive stock
options. Stock option grants also will enable executives to develop and maintain
a  significant  stock  ownership  position  in our common  stock.  The amount of
options granted takes into account options  previously granted to an individual.
We granted options to our executive  officers during fiscal 2002. See "Executive
Compensation - Option Grants".

OTHER BENEFITS

     Executive officers are eligible to participate in benefit programs designed
for all  full-time  employees of our company.  These  programs  include  medical
insurance,  a qualified  retirement  program allowed under Section 401(k) of the
Internal  Revenue  Code,  and life  insurance  coverage  equal to one times base
salary to a maximum of $50,000.

CHIEF EXECUTIVE OFFICER COMPENSATION

     Bart A. Brown, Jr. has served as our Chief Executive Officer since December
16,  1996.  In  addition,  prior to June 2001 he also  served as our  President.
Effective  January 1, 1999, we entered into a new employment  agreement with Mr.

                                       9
<PAGE>
Brown.  See  "Executive  Compensation  -  Employment  Agreements."  The board of
directors determined Mr. Brown's salary based on a number of factors,  including
our company's performance, Mr. Brown's individual performance, and salaries paid
by comparable  companies.  Mr. Brown did not receive a bonus in fiscal 2002. See
"Executive Compensation - Summary Compensation Table."

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

     Section  162(m)  of  the  Internal   Revenue  Code  currently   limits  the
deductibility  for federal income tax purposes of compensation paid to our Chief
Executive  Officer  and to  each  of our  other  four  most  highly  compensated
executive  officers.  We may deduct certain types of compensation paid to any of
these  individuals only to the extent that such  compensation  during any fiscal
year does not exceed  $1.0  million.  We do not  believe  that our  compensation
arrangements  with any of our  executive  officers  will  exceed  the  limits on
deductibility during our current fiscal year.

     This report has been furnished by the members of the Compensation Committee
of our board of directors.

                  John F. Antioco, Compensation Committee Chair
                  Jane Evans
                  John C. Metz

                                       10
<PAGE>
                                PERFORMANCE GRAPH

     The following line graph compares  cumulative total stockholder returns for
(a) our common stock;  (b) the Nasdaq Stock Market (U.S.) Index; and (c) the Dow
Jones Restaurants Index.

     The graph assumes an  investment  of $100 in each of our common stock,  the
Nasdaq Stock Market Index, and the Dow Jones  Restaurants  Index on December 29,
1997. The  calculation of cumulative  stockholder  return on each of the indexes
includes   reinvestment   of  dividends,   but  the  calculation  of  cumulative
stockholder  return  on our  common  stock  does  not  include  reinvestment  of
dividends  because we did not pay dividends during the measurement  period.  The
stock  price  and the  performance  of the  indexes  shown in the  graph are not
necessarily indicative of future results.

[LINE GRAPH]

                  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
                    AMONG MAIN STREET AND MAIN INCORPORATED,
                      THE NASDAQ STOCK MARKET (U.S.) INDEX
                     AND THE DOW JONES US RESTAURANTS INDEX

<TABLE>
<CAPTION>
                                                      Cumulative Total Return
                                     ----------------------------------------------------------
                                     12/29/97  12/28/98  12/27/99  12/25/00  12/31/01  12/30/02
                                     --------  --------  --------  --------  --------  --------
<S>                                   <C>       <C>       <C>       <C>       <C>        <C>
MAIN STREET AND MAIN INCORPORATED     100.00    110.75    109.70    103.23    169.98     65.38
NASDAQ STOCK MARKET (U.S.)            100.00    143.22    261.16    163.90    127.55     88.48
DOW JONES US RESTAURANTS              100.00    138.94    141.35    126.68    128.32    103.43
</TABLE>

                                       11
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND OFFICERS

     The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 31, 2003 by (a) each of our directors,
(b) each of our  named  executive  officers,  (c) all  directors  and  executive
officers as a group,  and (d) each person known by us to  beneficially  own more
than 5% of our common stock.

<TABLE>
<CAPTION>
                      NAME OF                            AMOUNT AND NATURE OF      APPROXIMATE PERCENTAGE
                BENEFICIAL OWNER(1)                     BENEFICIAL OWNERSHIP(2)   OF OUTSTANDING SHARES(3)
                -------------------                     -----------------------   ------------------------
<S>                                                          <C>                            <C>
DIRECTORS AND EXECUTIVE OFFICERS:
John F. Antioco......................................        4,316,193(4)                   31%
Bart A. Brown, Jr....................................        2,849,000(5)                   20%
William G. Shrader...................................          488,179(6)                    3%
Jane Evans...........................................           27,500(7)                    *
John C. Metz.........................................           45,000(8)                    *
Debra Bloy...........................................           80,300                       *
Wanda Williams.......................................           15,000                       *
Kenda B. Gonzalez....................................           15,000                       *
Michael Garnreiter...................................          105,000(9)                    1%
Jeff Smit............................................          122,750                       1%
Michael J. Herron....................................           19,450                       *
Matthew J. Wickesberg................................           56,951                       *
Stephanie Barbini....................................            5,000                       *
All directors and officers as a group (12 persons)...        8,145,323                      58%

5% STOCKHOLDERS:
Shamrock Master Fund.................................          800,461(10)                   6%
Dane Andreeff........................................          772,261(11)                   5%
</TABLE>

----------
*    Less than 1.0%.
(1)  Each of such persons may be reached  through our company at 5050 North 40th
     Street, Suite 200, Phoenix, Arizona 85018.
(2)  Includes,  when  applicable,  shares owned of record by such person's minor
     children and spouse and by other  related  individuals  and  entities  over
     whose shares of Common Stock such person has custody,  voting  control,  or
     power of  disposition.  Also  includes  shares  of  Common  Stock  that the
     identified person had the right to acquire within 60 days of March 31, 2003
     by the exercise of vested stock options or conversion of convertible notes.
(3)  Based on 14,061,599  shares of common stock  outstanding on March 31, 2002.
     The percentages  shown include the shares of common stock actually owned as
     of March 31,  2002 and the shares of common  stock that the person or group
     had the right to acquire  within 60 days of such date. In  calculating  the
     percentage  of  ownership,  all shares of common stock that the  identified
     person or group had the right to acquire  within 60 days of March 31,  2003
     upon the exercise of options are deemed to be  outstanding  for the purpose
     of  computing  the  percentage  of the shares of common stock owned by such
     person or group,  but are not deemed to be  outstanding  for the purpose of
     computing  the  percentage of the shares of common stock owned by any other
     person.
(4)  Represents  2,171,596  shares of common stock held by Mr.  Antioco,  vested
     options to acquire 422,500 shares of common stock held by Mr. Antioco,  and
     1,722,097 shares of common stock held by Antioco Limited  Partnership.  Mr.
     Antioco is the sole managing member of Antioco Management LLC, which is the
     sole  general  partner  of  Antioco  Limited  Partnership.  A trust for the
     benefit of  descendants  of Mr.  Antioco and his spouse is the sole limited
     partner of the partnership. As managing member of the partnership's general
     partner,  Mr.  Antioco  has sole power to vote or dispose of shares held by
     the partnership  and therefore may be deemed to be the beneficial  owner of
     shares  held  by  Antioco  Limited   Partnership.   Mr.  Antioco  disclaims
     beneficial  ownership of shares held by Antioco Limited  Partnership except
     to the extent that his  individual  interest in such shares arises from his
     interest in the  partnership,  and this proxy statement shall not be deemed
     to be an admission that Mr. Antioco is the beneficial owner of these shares
     for any purpose.

                                       12
<PAGE>
(5)  Includes vested options to purchase  1,200,000  shares of common stock held
     by Mr. Brown.
(6)  Includes vested options to purchase  450,000 shares of common stock held by
     Mr. Shrader.
(7)  Represents vested options to purchase 27,500 shares of common stock held by
     Ms. Evans.
(8)  Includes  vested options to purchase  30,000 shares of common stock held by
     Mr. Metz.
(9)  Includes  vested options to purchase  33,333 shares of common stock held by
     Mr. Garnreiter.
(10) Based on the Schedule 13G dated  September 27, 2001 with the SEC,  Shamrock
     Master Fund, 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201.
(11) Based on the  Schedule  13G  dated  October  28,  2002  with the SEC,  Dane
     Andreeff, 450 Laurel Street, Baton Rouge, Louisiana 70801.

                      EQUITY COMPENSATION PLAN INFORMATION

     The following table sets forth information with respect to our common stock
that may be issued upon the exercise of stock  options  under our various  stock
option plans as of December 30, 2002:

<TABLE>
<CAPTION>
                                                                                                Number of Securities
                                                                                              Remaining Available for
                                (a) Number of securities to                                     Future Issuance Under
                                be Issued Upon Exercise of   (b) Weighted Average Exercise    Equity Compensation Plans
                                   Outstanding Options,          Price of Outstanding          (Excluding Securities
         Plan Category             Warrants, and Rights      Options, Warrants, and Rights    Reflected in Column (a))
         -------------             --------------------      -----------------------------    ------------------------
<S>                                     <C>                             <C>                             <C>
Equity Compensation Plans
   Approved by Stockholders.            3,487,420                       $ 3.32                          821,078

Equity Compensation Plans Not
   Approved by Stockholders.                   --                           --                               --
                                        ---------                       ------                          -------

Total.......................            3,487,420                       $ 3.32                          821,078
                                        =========                       ======                          =======
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We have adopted a policy that we will not enter into any transactions  with
directors,  officers,  or holders  of more than 5% of our common  stock on terms
that are less  favorable to our company  than we could  obtain from  independent
third parties and that any loans to directors, officers, or 5% stockholders will
be approved by a majority of our disinterested directors.

                                       13
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        MAIN STREET AND MAIN INCORPORATED



Date: May 6, 2003                       By: /s/ Bart A. Brown, Jr.
                                            ------------------------------------
                                            Bart A. Brown, Jr.
                                            Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

       SIGNATURE                         POSITION                       DATE
       ---------                         --------                       ----

/s/ John F. Antioco           Chairman of the Board                  May 6, 2003
-------------------------
John F. Antioco

/s/ Bart A. Brown, Jr.        Chief Executive Officer, and           May 6, 2003
-------------------------     Director (Principal Executive
Bart A. Brown, Jr.            Officer)

/s/ William G. Shrader        President,                             May 6, 2003
-------------------------     Chief Operating Officer, and Director
William G. Shrader

/s/ Michael Garnreiter        Chief Executive Officer, Executive     May 6, 2003
-------------------------     Vice President and Treasurer
Michael Garnreiter

/s/ Michael J. Herron         Secretary and General Counsel          May 6, 2003
-------------------------
Michael J. Herron

/s/ Jane Evans                Director                               May 6, 2003
-------------------------
Jane Evans

/s/ John C. Metz              Director                               May 6, 2003
-------------------------
John C. Metz

/s/ Debra Bloy                Director                               May 6, 2003
-------------------------
Debra Bloy

/s/ Wanda Williams            Director                               May 6, 2003
-------------------------
Wanda Williams

/s/ Kenda B. Gonzales         Director                               May 6, 2003
-------------------------
Kenda B. Gonzales

                                       14
<PAGE>
                                 CERTIFICATIONS

     I, Bart A. Brown, Jr., certify that:

     1. I have  reviewed  this  annual  report on Form 10-K/A of Main Street and
Main Incorporated;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial condition,  results of operations,  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) Designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

          b) Evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

          c)  Presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee of the  registrant's  board of directors  (or persons  performing  the
equivalent functions):

          a) All significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize,  and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) Any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May 6, 2003

                                      /s/ Bart A. Brown, Jr.
                                      ------------------------------------------
                                      Bart A. Brown, Jr.
                                      Chief Executive Officer

                                       15
<PAGE>
     I, Michael Garnreiter, certify that:

     1. I have  reviewed  this  annual  report on Form 10-K/A of Main Street and
Main Incorporated;

     2. Based on my  knowledge,  this annual  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial condition,  results of operations,  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a) Designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;

          b) Evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and

          c)  Presented  in  this  annual  report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee of the  registrant's  board of directors  (or persons  performing  the
equivalent functions):

          a) All significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize,  and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b) Any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls; and

     6. The registrant's other certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May 6, 2003

                                         /s/ Michael Garnreiter
                                         ---------------------------------------
                                         Michael Garnreiter
                                         Chief Financial Officer