Exhibit 10.35(c)

                       THIRD AMENDMENT TO CREDIT AGREEMENT
                                       AND
                       FIRST AMENDMENT TO PROMISSORY NOTE

     This Third Amendment to Credit  Agreement and First Amendment to Promissory
Note  (this  "Amendment")  is  entered  into by  between  MAIN  STREET  AND MAIN
INCORPORATED  ("Borrower") and IMPERIAL BANK ("Bank") as of this July 5, 2001 at
Inglewood, California 90301.

                                    RECITALS

     This Modification is entered into upon the basis of the following facts and
understandings of the parties,  which facts and  understandings are acknowledged
by the parties to be true and accurate:

     Bank and Borrower previously entered into a Credit Agreement dated April 2,
1999, which was subsequently  modified  pursuant to that certain First Amendment
and certain Second  Amendment.  The Credit  Agreement and each  amendment  shall
collectively be referred to herein as the "Agreement.

     Pursuant to the  Agreement  the Borrower  executed  Promissory  Note in the
original  principal  amount of  $5,000,000  in favor of Bank dated July 13, 2000
(the "Note")

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  the parties  agree as set forth
below.

                                    AGREEMENT

     1.  INCORPORATION BY REFERENCE.  The Recitals and the documents referred to
therein are  incorporated  herein by this reference.  Except as otherwise noted,
the terms not defined herein shall have the meaning set forth in the Agreement.

     2.  AMENDMENTS  TO  THE  AGREEMENT.  Subject  to  the  satisfaction  of the
conditions  precedent as set forth in Section 3 hereof,  the Agreement is hereby
amended as set forth below.

          A. Section  1.01 (a) of the  Agreement is amended by deleting the date
     "July 15,  2001"  therefrom  and  substituting  the date  "July  15,  2002"
     therefore.

          B. Section 1.02 of the  Agreement is amended by deleting the term "one
     half of one  percent  (.50%)"  therefrom  and  substituting  the term  "one
     quarter of one percent (.25%)" therefore.

          C.  Section 4.05  of the  Agreement  is amended by deleting the figure
     "Twenty Seven Million Dollars ($27,000,000)  therefrom and substituting the
     term "Thirty Five Million Dollars ($35,000,000) therefore.

          D.  Section  4.06 of the  Agreement is amended and restated in full to
     read as follows:

          "4.06  FIXED  CHARGE   COVERAGE   RATIO.   Maintain  at  all  times  a
     consolidated Fixed Charge Coverage Ratio of not less than 1.35 to 1.00.
<PAGE>
          Fixed Charge Coverage Ratio shall mean the following on a consolidated
     basis:

     net  income  (after  cash  taxes  paid),   plus/minus   non-cash   expenses
     paid/income, plus third party rent expense, plus interest expense

                                      minus

          Distributions and/or dividends, and or loan advances or other advances
     to third parties

                                   divided by

     scheduled  principal  payments of long term debt and capital  leases,  plus
     interest expense,  plus rent expense. Long term debt shall mean those debts
     or renewals or extensions thereof whose original terms exceed one (1) year.

     Distributions  and  loan  advances  shall  mean  and  refer  to any and all
     distributions and loan advances,

     The Fixed Charge  Coverage Ratio shall be computed on a rolling twelve (12)
     month basis,

          E. The following Section 4.18 is hereby added to the Agreement:

          4.18 ADJUSTED  SENIOR  FUNDED DEBT TO EBITDA.  Maintain at all times a
     consolidated  ratio of  Adjusted  Senior  Funded Debt to EBITDA of not more
     than 4.00 to 1.00.

          Adjusted Senior Funded Debt shall mean:

                  Senior Funded Debt MINUS New Unit Adjustments

                                   divided by

                                     EBITDA

          Senior Funded Debt shall mean:

          All  liabilities  of  whatever   nature  or  duration   consisting  of
     indebtedness  for borrowed  money or  indebtedness  (including  obligations
     under capital leases), plus letter of credit obligations.

          New Unit shall mean a unit that has been in  operation by Borrower for
     less than 12 months.

          New  Unit  Adjustments  shall  mean to the  adjustment  calculated  as
     follows:

          [1-(the  number of full  months  such New Unit has been in  operations
     divided by 12)] times total Senior Debt for such New Unit.

          EBITDA shall mean on a consolidated  basis the sum of consolidated net
     income plus interest expense,  plus accrued federal and state income taxes,
     plus depreciation and amortization expense minus capital gains plus capital
     losses.
<PAGE>
          F.  section  5.02 of the  Agreement is amended and restated in full to
     read as follows:

          5.02 Intentionally Left Bank.

          G.  Section  5.03 of the  Agreement is amended and restated in full to
     read as follows:

          5.03 Intentionally Left Bank.

          H.  Section  5.04 is amended by adding  the  following  after the term
     Redfish America, L.L.C.:

          "and Bamboo Club Inc. "Amendment to Note.

          A. The  Maturity of the Note is amended by deleting the date "July 15,
     2001" therefrom and substituting the date "July 15, 2002" therefore.

          B.  The  date  "July  15,  2001"  contained  in the  Section  entitled
     "Payment"  is  hereby  deleted  and the date  "July 15,  2002"  substituted
     therefore.

     4. LEGAL EFFECT. Except as specifically set forth in this Modification, al1
of the terms and  conditions  of the Agreement and Note remain in full force and
effect.  The effectiveness of this Amendment is conditioned upon receipt by Bank
of this  Amendment and any other  documents  which Bank may require to carry out
the terms hereof, including but not limited to the following:

     (a) this Amendment, duly executed by Borrower;

     (b) such other documents, and completion of such other matters, as Bank may
     reasonably deem necessary or appropriate.

     5. INTEGRATION. This is an integrated Modification and supersedes all prior
negotiations and agreements  regarding the subject matter hereof. All amendments
hereto must be in writing and signed by the parties.

     IN WITNESS WHEREOF,  the parties have agreed as of the date first set forth
above.

MAIN STREET AND MAIN INCORPORATED       IMPERIAL BANK

By: /s/ Bart A. Brown, Jr.              By: /s/ Clifford A. Payson
    -----------------------------           ------------------------------------
Title: Chief Executive Officer              Clifford A. Payson
                                            Vice President