Exhibit 10.41

                      LOAN AGREEMENT AND SECURITY AGREEMENT

     THIS LOAN AND SECURITY  AGREEMENT  made this 31st day of January,  2001, by
and between BANK OF AMERICA,  N.A., a national  banking  association  as lender;
MAIN STREET AND MAIN INCORPORATED, a Delaware corporation ("MS&M");  CORNERSTONE
PRODUCTIONS, INC., a Delaware corporation ("CPI"); MAIN ST. CALIFORNIA, INC., an
Arizona corporation  ("MSC");  and MAIN ST. MIDWEST,  INC., a Kansas corporation
("MSMidwest") (MS&M, CPI, MSL and MSMidwest are hereinafter  collectively called
"Borrower"); and MAIN ST. CALIFORNIA II, INC., an Arizona corporation ("MSCII");
REDFISH AMERICA,  LLC, an Arizona limited liability  company ("RA");  and BAMBOO
CLUB,  INC., an Arizona  corporation  ("BC") (MSCII,  RA and BC are  hereinafter
collectively called "Guarantor");

     In  consideration  of the  loan or loans  described  below  and the  mutual
covenants and agreements  contained  herein,  the following terms shall have the
meanings set forth with respect thereto:

     NOW,  THEREFORE,  for and in  consideration of Ten Dollars ($10.00) in hand
paid, the loans described below and the mutual covenants herein  contained,  and
for good and valuable consideration,  the receipt and legal sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

     1. DEFINITIONS, TERMS AND REFERENCES.

     1.1 CERTAIN  DEFINITIONS.  In  addition  to such other  terms as  elsewhere
defined  herein,  as used in this  Agreement and in any Exhibits,  the following
terms shall have the following meanings, unless the context requires otherwise:

               "Adjusted  Senior  Funded Debt to EBITDA" shall mean and refer to
the following consolidated ratio for Borrower and Guarantor:

                    "Senior Funded Debt - New Unit Adjustment
                                        /
                                     EBITDA"

     This ratio  shall be  computed  on a rolling  twelve  (12) month  basis for
Borrower and Guarantor.

               "Bank"  shall mean Bank of  America,  N.A.,  a  national  banking
association  with its principal office in Atlanta,  Georgia,  and its successors
and assigns.

               "Borrower" shall mean MS&M, CPI, MSC and MS, and their respective
successors and permitted assigns.
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               "Borrower's  Address"  shall mean 5050 North 40th  Street,  Suite
200, Phoenix, Arizona 85018.

               "Business Day" shall mean a day on which the Bank is open for the
conduct of banking business at its principal office in Atlanta, Georgia.

               "Collateral"  shall  mean  any  Property  and  any  Equipment  of
Borrower or any part  thereof,  in which the Bank has, or is to have, a security
interest,  lien or  security  title,  pursuant  hereto or  pursuant to any other
document,  as  security  for  payment  of  the  Obligations,  including  without
limitation the Collateral described in Article 3 hereof.

               "Collateral  Location" shall collectively mean the "T.G.I Friday"
restaurants  located as set forth on Schedule A attached hereto,  and any future
locations for which the Bank may extend a Loan.

               "Commitment  Letter" shall  collectively mean, those certain loan
commitment  letters  issued by the Bank in favor of, and accepted  by,  Borrower
with respect to each Loan.

               "Compliance  Certificate"  shall have the meaning  given to it in
Section 7.14(c) hereof.

               "Default Condition" shall mean the occurrence of any event which,
after  satisfaction  of any requirement for the giving of notice or the lapse of
time, or both, would become an Event of Default.

               "Distributions and Loan Advances" shall mean and refer to any and
all distributions and loan advances made.

               "EBITDA" shall mean and be determined on a consolidated basis for
Borrower and Guarantor based upon the following calculation:

               consolidated  net  income +  interest  expense  + income  taxes +
               depreciation + amortization - capital gains + capital losses

               "EFRI"  shall  mean and refer to the  Effective  Fixed Rate Index
which is the fixed  rate index  determined  by Bank of  America-CRT,  Derivative
Products Group.

               "Equipment" shall mean all equipment,  equipment costs,  signage,
furniture,  fixtures, machinery, goods, franchise fees, liquor license fees, and
legal  expenses  of  each  Borrower   (together  with  all  service   contracts,
manufacturer's  or other  warranties  and  licenses  relating  thereto)  and all
accessories and parts now or hereafter  affixed  thereto,  installed  therein or
held for use in connection therewith, pledged by each Borrower to Bank.

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               "Event of  Default"  shall mean any of the  events or  conditions
described in Article 10,  provided that any requirement for the giving of notice
or the lapse of time, or both, has been satisfied.

               "Executive Office" shall mean 5050 North 40th Street,  Suite 200,
Phoenix, Arizona 85018.

               "Fixed  Charge  Coverage  Ratio"  shall  mean  and  refer  to the
following consolidated ratio for Borrower and Guarantor:

               net income (after cash taxes paid) +/- non-cash expenses/income +
               third party rent expense + interest expense
                                        -
               Distributions  and/or  dividends,  and/or loan  advances or other
               advances to third parties
                                       /
               scheduled principal payments of long term debt and capital leases
               + interest expense + rent expense

               The Fixed  Charge  Coverage  Ratio shall be computed on a rolling
               twelve (12) month basis for Borrower and Guarantor.

               "Franchisee" shall collectively mean Borrower, Guarantor and any
holders or assignees of any of the Franchise Agreements, as the case may be.

               "Franchise  Agreements" shall  collectively  mean, each and every
one of the Franchise  Agreements  with Carlson  Restaurants  Worldwide,  Inc., a
wholly-owned   subsidiary  of  Carlson  Companies,   Inc.  and  Borrower  and/or
Guarantor.

               "Funding  Agreement" shall mean and refer to that certain Funding
Agreement dated of even date herewith by and between Borrower and Bank.

               "Gross  Revenues"  shall mean and refer to the gross  receipts of
Borrower  derived  from  food,  beverage  and  other  restaurant  related  sales
generated by the T.G.I. Friday restaurants.

               "Guarantor"  shall  collectively  mean  MSCII,  RA and BC and any
other person or entity  designated  by the parties  hereto from time to time and
hereinafter particularly set forth by amendment to this Agreement.

               "Guaranty"  shall mean any agreement or other writing executed by
any Guarantor guaranteeing payment of any of the Obligations.

               "Libor Rate" shall mean the London  Interbank  Offering  Rate and
shall be  determined  by the  Holder in its sole  discretion  at the time of the
borrowing as the  effective  rate  (adjusted for reserve  requirements,  deposit

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insurance and capital  adequacy  requirements and other costs related to funding
such borrowing) which the Holder is able in accordance with its normal practices
to acquire in the London Interbank market, or comparable Eurodollar market for a
period of equal or  comparable  duration to the interest  period,  a sum of U.S.
Dollars equal to or comparable with the outstanding balance hereunder;  provided
however,  that the rate shall be  determined  two (2) banking  days prior to the
first day of any interest period and such determination  shall be conclusive and
binding upon Maker.

               "Loan"  shall  collectively  refer  to the  term  loans  made  to
Borrower  pursuant  to the  provisions  of  Section  2 and as more  particularly
described  on Schedule A hereof,  and any loans made by the Bank to any Borrower
in the future which  specifically  reference or are intended to be made pursuant
to this Agreement.

               "Loan  Documents"  shall  collectively  mean this Agreement,  the
Commitment Letter, the Notes, the Funding  Agreement,  any financing  statements
covering  portions of the  Collateral,  security  deeds,  mortgages  or deeds of
trust,  conveying the Property,  any security agreements,  financing statements,
guarantees,  and any and all  other  documents,  instruments,  certificates  and
agreements  executed  pursuant  to Section 2 of this  Agreement  and any and all
other  documents,  instruments,  certificates  and  agreements  executed  and/or
delivered by any Borrower and Guarantor in connection herewith.

               "New  Unit"  shall  mean  and  refer  to a unit  that has been in
operation by Borrower for less than twelve (12) months.

               "New Unit Adjustment"  shall  mean and  refer to that  adjustment
calculated as follows:

    "(1-[Number of full months such New Unit has been in operation / 12]) x
                   total Senior Funded Debt for such New Unit.

               "Notes" shall  collectively mean the revolving notes, real estate
notes and promissory  notes, (or sometimes singly referred to as a "Note"),  all
as amended or supplemented from time to time, as more particularly  described on
Schedule A,  together with any renewals or  extensions  thereof,  in whole or in
part, and any future notes which are intended to be subject to the terms of this
Agreement.

               "Obligations"  shall mean any and all  indebtedness,  liabilities
and obligations of any Borrower and any Guarantor to the Bank, including without
limiting  the  generality  of the  foregoing,  any  indebtedness,  liability  or
obligation  of any  Borrower  to the Bank under any loan made to Borrower by the
Bank prior to the date hereof and any and all extensions or renewals  thereof in
whole or in part; any indebtedness,  liability or obligations of any Borrower or
any  Guarantor to the Bank  arising  hereunder  or as a result  hereof,  whether
evidenced by the Notes,  Guarantees or otherwise,  and any and all extensions or
renewals  thereof  in whole or in part;  and any and all  future  or  additional
indebtedness, liabilities or obligations of any Borrower or any Guarantor to the
Bank  whatsoever  and in any event,  whether  existing  as of the date hereof or
hereinafter arising.

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               "Prime Rate" shall mean the per annum rate of interest  announced
from time to time by the Bank at its  office in  Atlanta,  Georgia  as its prime
commercial lending rate.

               "Property" shall  collectively mean those tracts of real property
operated  as "T.G.I.  Friday"  restaurants  located as  described  on Schedule A
hereto, and any future locations  intended to be subject to this Agreement,  and
any building or other improvements located or to be constructed thereon.

     1.2 OTHER  REFERENTIAL  PROVISIONS.  All accounting  terms not specifically
defined or specified herein shall have the meanings generally attributed to such
terms under generally accepted accounting principals,  as in effect from time to
time, consistently applied.

     1.3 USE OF  DEFINED  TERMS.  All terms  defined in this  Agreement  and the
Exhibits  shall  have the same  defined  meanings  when used in any  other  Loan
Documents, unless the context shall require otherwise.

     2. LOANS.

     2.1 TERM LOANS. Under the terms and conditions of, and in reliance upon the
representations,  warranties and covenants made under, this Agreement,  the Bank
has made those term loans  described  on  Schedule A hereof,  and agrees to make
term loans in the future  consistent with its applicable  Commitment Letter with
any Borrower (the "Term Loans").

     2.2 TERM NOTES. Each Term Loan shall be evidenced by a Note dated as of the
date of such Loan.

     2.3 MATURITY,  INTEREST  RATE AND  REPAYMENT OF TERM LOANS.  The Term Loans
shall have maturity  dates,  repayment  terms and interest rates as set forth on
the Term Notes.

     2.4 USE OF PROCEEDS.  The proceeds of the Term Loans have been used for the
purchase of certain  real  property  located as shown on Schedule A (and will be
used for such future  locations as approved by the Bank),  for the  construction
and permanent  financing of buildings and other improvements to be operated as a
"T.G.I.  Friday" restaurant on such Property,  and the purchase of all equipment
and signage therein.

     3. SECURITY INTEREST IN COLLATERAL. As security for the payment of the Note
and all Obligations whatsoever of any Borrower to the Bank, each Borrower hereby
grants to the Bank a continuing,  general first lien upon and security  interest
and title in and to the following (hereafter known as "the Collateral"):

     (a) the Property, as defined above;

     (b) all Equipment, as defined above;

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<PAGE>
     (c) Assignment of any Leases related to the Property;

     (d) Leasehold Deeds of Trust,  Mortgages or Security Deeds  encumbering the
Property.

     Each Borrower agrees to do all things as may be required by Bank to perfect
and protect the lien of Bank in such Collateral.

     4. GENERAL  REPRESENTATIONS AND WARRANTIES.  In order to induce the Bank to
enter into this  Agreement,  each Borrower and Guarantor  hereby  represents and
warrants to Bank as set forth in Sections 4. 1 through 4.11, inclusive:

     4.1 GOOD  STANDING.  Each Borrower and each  Guarantor is a corporation  or
company duly organized,  validly existing and in good standing under the laws of
the state of its incorporation or organization,  and has the power and authority
to, and shall  continue to own its property and to carry on its business in each
jurisdiction  in which it does business.  Each Borrower and Guarantor has as its
corporate name, as registered  with the Secretary of State of its  incorporation
or organization,  the words first inscribed hereinabove as its name, and has not
done business under any other name for at least the past seven (7) years, except
as expressly disclosed in documentation provided to the Bank.

     4.2  AUTHORITY AND  COMPLIANCE.  Each Borrower and Guarantor has full power
and authority to execute and deliver the Loan Documents and to incur and perform
the obligations  provided for therein, all of which have been duly authorized by
all  proper  and  necessary  action of the  shareholders,  directors,  partners,
managers and other  appropriate  governing  bodies,  as the case may be, of such
Borrower. No consent or approval of any public authority or other third party is
required as a condition to the validity of any Loan Document,  and each Borrower
and  Guarantor is in compliance  with all laws and  regulatory  requirements  to
which it is subject. This Agreement  constitutes,  and the remainder of the Loan
Documents, when executed and delivered for value received, constitute, the valid
obligations of Borrower,  legally binding upon it and enforceable  against it in
accordance  with  their  respective  terms.  The  undersigned   partners  and/or
officers,  as the case may be, of Borrower and Guarantor are duly authorized and
empowered to execute, attest and deliver this Agreement and the remainder of the
Loan Documents for and on behalf of Borrower and Guarantor, and to bind Borrower
and Guarantor accordingly thereby

     4.3 BINDING AGREEMENT. This Agreement and the other Loan Documents executed
by Borrower and Guarantor  constitute  valid and legally binding  obligations of
Borrower and Guarantor, enforceable in accordance with their terms.

     4.4 LITIGATION.  There is no proceeding involving any Borrower or Guarantor
pending or, to the  knowledge of any  Borrower or  Guarantor,  threatened  by or
before any court or  governmental  authority,  agency or arbitration  authority,
except as disclosed to Bank prior to the date of this Agreement.

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<PAGE>
     4.5 NO CONFLICTING AGREEMENTS. There is no charter, bylaw, stock provision,
partnership  agreement or other document pertaining to the organization or power
of  authority  of any  Borrower or  Guarantor  and no  provision of any existing
agreement, mortgage, indenture, or contract binding on any Borrower or Guarantor
or affecting any Borrower's or Guarantor's  property,  which would conflict with
or in any way prevent the  execution,  delivery or carrying  out of the terms of
this Agreement and the other Loan Documents.

     4.6 TAXES.  All income  and  property  taxes  (real and  personal)  due and
payable by each Borrower and Guarantor have been paid or are being  contested in
good faith by appropriate proceedings.

     4.7 PLACE OF BUSINESS. The chief executive office of Borrower and Guarantor
is 5050 North 40th Street, Suite 200, Phoenix, Arizona 85018.

     4.8 CAPITAL STOCK.  All capital  stock,  debentures,  bonds,  notes and all
other securities of each Borrower and Guarantor presently issued and outstanding
are  validly  and  properly  issued  in  accordance  with all  applicable  laws,
including,  but not limited to, the "blue sky" laws of all applicable states and
the federal securities laws.

     4.9 CORPORATE ORGANIZATION.  The articles of incorporation and organization
of and by-laws and  operating  agreement of each  Borrower and  Guarantor are in
full  force  and  effect  under the laws of the  state of its  incorporation  or
organization   and  all  amendments  to  said  articles  of   incorporation   or
organization  and  by-laws  have  been  duly  and  properly  made  under  and in
accordance with all applicable laws.

     4.10 FINANCIAL  STATEMENTS.  The financial  statements of Borrower for such
Borrower's  most  recent  fiscal  year,  copies of which  have  heretofore  been
furnished  to Bank,  are  complete  and  accurately  and  fairly  represent  the
financial  condition of such  Borrower,  the results of its  operations  and the
transaction in its equity  accounts as of the dates and for the period  referred
to  therein,  and have been  prepared  in  accordance  with  generally  accepted
accounting  principles  applied  on a  consistent  basis  throughout  the period
involved.  There  are no  material  liabilities,  direct or  indirect,  fixed or
contingent, of any Borrower as of the date of such financial statement which are
not  reflected  therein  or in the notes  thereto.  There  has been no  material
adverse  change in the financial  conditions or operations of any Borrower since
September  25,  2000,  and/or  since the date of the  balance  sheet and  income
statement contained in the financial statements.

     4.11 ENVIRONMENTAL  MATTERS. The conduct of each Borrower's and Guarantor's
business  operations will not violate any federal laws,  rules or ordinances for
environmental  protection,  including, but not limited to, the following:  Clean
Air Act, 42 U.S.C.  Subsection 7401 et. seq.;  Federal Water  Pollution  Control
Act, 33 U.S.C.  Subsection  1251 et. seq.;  Solid Waste  Disposal Act, 42 U.S.C.
Subsection 6901 et. seq.; Comprehensive Environmental Response, Compensation and
Liability Act ("CERCLA" or  "SUPERFUND"),  42 U.S.C.  Subsection  9601 et. seq.;
National  Environmental  Policy  Act,  42  U.S.C.   Subsection  4321  et.  seq.;
regulations of the  Environmental  Protection Agency and any applicable local or
state  law,  rule,   regulation,   or  rule  of  common  law  and  any  judicial

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interpretation  thereof  relating  primarily  to the  environment  or  Hazardous
Materials.  No Borrower  will use or permit any other party to use any Hazardous
Materials at any of Borrower's  places of business  except such materials as are
incidental to Borrower's  normal  course of business,  maintenance  and repairs.
Each Borrower  agrees to permit Bank, its agents,  contractors  and employees to
enter and inspect any of Borrower's  places of business at any reasonable  times
upon three (3) days prior notice for the purpose of conducting an  environmental
investigation  and audit (including taking physical samples) to insure that such
Borrower is complying with this covenant.  Each Borrower shall provide Bank, its
agents, contractors,  employees and representatives with access to and copies of
any and all  data and  documents  relating  to or  dealing  with  any  Hazardous
Materials  used,  generated,   manufactured,  stored  or  disposed  of  by  such
Borrower's  business  operations  within five (5) days of the request  therefor.
Hazardous  Materials  include  all  materials  defined  as  hazardous  wastes or
substances  under any  local,  state or  federal  environmental  laws,  rules or
regulations, and petroleum, petroleum products, oil and asbestos.

     5. REPRESENTATIONS,  WARRANTIES AND COVENANTS APPLICABLE TO THE COLLATERAL.
With respect to the Collateral,  each Borrower hereby  represents,  warrants and
covenants to Bank as set forth in Sections 5.1 through 5.6, inclusive.

     5.1 OWNERSHIP OF ASSETS. Each Borrower has good title to the Collateral and
its other assets,  and the  Collateral is free and clear of liens,  except those
granted to Bank and as disclosed to Bank prior to the date of this Agreement.

     5.2 ZONING AND PERMITS.  The Property is and will  continue to be, used and
operated in full compliance with applicable  building codes, zoning and land-use
laws, and other local,  state, or federal laws and regulations.  No Borrower has
knowledge  of  any  condemnation,   zoning  or  any  other  land-use  regulation
proceedings,  either  instituted  or  planned  to  be  instituted,  which  would
detrimentally  affect the use and  operation  of the  Property  for its intended
purpose.  Borrower is and will  continue to be lawfully in possession of any and
all permits, licenses, and other intangibles necessary to conduct the operations
of Borrower.

     5.3 UTILITIES.  All water,  sewer,  gas,  electric,  telephone and drainage
facilities  and all other  utilities  required  by law or by the  normal use and
operation of the  Property are  installed  and  connected to the Property  under
valid  permits and are and will  continue to be adequate to service the Property
and to permit full compliance  with all  requirements of law and normal usage of
the Property.

     5.4 INGRESS AND EGRESS.  Each Borrower has obtained all licenses,  permits,
easements,  and rights of way, including proof of dedication,  required from all
governmental  authorities having  jurisdiction over the Property or from private
parties for the normal use and operation of the Property and to insure vehicular
and pedestrian ingress to and egress from the Property.

     5.5  HVAC  AND  PLUMBING.   The  plumbing,   heating,  water  heaters,  air
conditioning units, pipes,  stoves, and related equipment,  and water and sewage
systems  are all in good  working  order and the  Property  was  constructed  in

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conformance  with all  applicable  building  codes,  environmental  regulations,
zoning ordinances and other restrictions governing the use of the Property.

     5.6  CONTINUATION  OF   REPRESENTATIONS   AND  WARRANTIES.   The  foregoing
warranties and  representations  and those set forth in Section 6 hereof,  shall
remain true and correct in all respects from the date hereof until the date upon
which any and all Obligations have been satisfied in full through payment and/or
performance.  Borrower and  Guarantor  will refrain from taking any action which
would cause, or threaten to cause, any of such warranties and representations to
become incorrect or untrue at any time during such period.

     6.  REPRESENTATIONS,  WARRANTIES AND COVENANTS  APPLICABLE TO THE FRANCHISE
AGREEMENT.

     6.1 With  respect  to each  Franchise  Agreement,  each  Franchisee  hereby
represents,  warrants and  covenants to Bank that such  Franchisee,  jointly and
severally,  will fully and faithfully perform under each Franchise Agreement and
agrees  that it will not  terminate,  modify,  remove,  substitute  or amend any
Franchise  Agreement for any reason whatsoever (except for such modifications or
amendments  which would not materially  affect  borrower's  ability to repay the
Loan)  without  the  prior  written  consent  of Bank,  nor  will any  Franchise
Agreement be assigned without Bank's written consent.  Should Franchisee fail to
perform any of the terms of the Franchise  Agreement,  such failure shall at the
option of the Bank amount to a breach  hereof and an event of default  under the
Loan Documents.

     6.2 Each  Franchisee has entered into Franchise  Agreements with respect to
each Collateral Location,  or will enter into a Franchise Agreement with respect
to each of the Collateral Locations to be financed by the Bank.

     7.  AFFIRMATIVE  COVENANTS.  Until  full  payment  and  performance  of all
obligations  of any Borrower and any Guarantor  under the Loan  Documents,  each
Borrower and  Guarantor  will,  unless Bank  consents  otherwise in writing (and
without  listing any  requirement of any other Loan  Document),  comply with the
covenants set forth in Section 7.1 through 7.14, inclusive.

     7.1.  RECORDS  RESPECTING  COLLATERAL.  All records of each  Borrower  with
respect to the Collateral  will be kept at its Executive  Office and will not be
removed from such address without the prior written consent of Bank.

     7.2 RIGHT TO  INSPECT.  Bank (or any  person or persons  designated  by it)
shall, in its sole  discretion,  have the right to call at any place of business
of any  Borrower  at any  reasonable  time,  and,  without  hindrance  or delay,
inspect,  audit,  check and make extracts from such Borrower's  books,  records,
journals, orders, receipts and any correspondence and other data relating to the
Collateral,  to such Borrower's  business,  or to any other transactions between
the parties hereto.

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     7.3 ANNUAL  FINANCIAL  STATEMENTS OF BORROWER.  Borrower  shall, as soon as
practicable, and in any event within 120 days after the end of each fiscal year,
furnish to Bank its (i) annual audited  financial  statements,  prepared without
material  qualification by independent  certified public accountants selected by
Borrower and  acceptable  to Bank,  and prepared in  accordance  with  generally
accepted  accounting  principles and practices  applied on a basis  consistently
maintained  throughout the period involved on a consolidating and a consolidated
basis,  if  applicable,  together  with  Compliance  Certificates  completed and
executed  by a duly  authorized  representative  of  Borrower;  and (ii)  annual
budget.  Borrower shall cause said  accountants to furnish Bank with a statement
that in making their examination of such financial statements,  they obtained no
knowledge of any Event of Default or Default Condition which pertains to matters
relating to this  Agreement or any of the Notes,  or, in lieu thereof,  state in
the audit the nature of any such Event of Default or Default Condition disclosed
by their examination.

     7.4 PERIODIC FINANCIAL  STATEMENTS OF BORROWER.  Borrower shall, as soon as
practicable,  and in any  event  within  45 days  after  the end of each  fiscal
quarter of Borrower furnish to Bank unaudited financial  statements of Borrower,
including balance sheet and income statement,  for the month just ended, and for
the fiscal year to date, certified as to truth and accuracy by a duly authorized
officer  of  Borrower,  together  with  Compliance  Certificates  completed  and
executed by a duly authorized  representative of Borrower.  Borrower shall cause
said  officer(s) to furnish Bank with a statement that in making its examination
of such financial  statements,  it obtained no knowledge of any Event of Default
or Default Condition which pertains to matters relating to this Agreement or any
of the Notes, or, in lieu thereof, a statement  specifying the nature and period
of existence of any such Event of Default or Default Condition  disclosed by its
examination.

     7.5 PATENTS,  TRADEMARKS,  FRANCHISES, ETC. Each Borrower covenants that it
owns or has the  right to use all of the  patents,  trademarks,  service  marks,
trade  names,  copyrights,  franchise  and  licenses,  and rights  with  respect
thereto,  necessary for the conduct of its businesses as now conducted,  without
any known conflict with the rights of others.

     7.6 INSURANCE.  Each Borrower  shall maintain  insurance with a responsible
insurance company on the Collateral in such amounts and against such risks as is
customarily  maintained by similar  businesses  operating in the same  vicinity,
specifically  to include a policy of fire and  extended  insurance  covering all
Collateral,  business interruption insurance and liability insurance,  all to be
with an insurance company and in such amount as is satisfactory to the Bank. The
insurance  policy shall contain a mortgagee  clause naming Bank as the mortgagee
and loss payee. Satisfactory evidence of such insurance will be supplied to Bank
prior to funding under the Loan terms.

     7.7 EXISTENCE AND  COMPLIANCE.  Each Borrower and Guarantor  shall preserve
and maintain its corporate existence,  rights, franchises, and privileges in the
jurisdiction of its incorporation, and qualify and remain qualified as a foreign
corporation in each  jurisdiction  in which such  qualification  is necessary or
desirable  in  view of its  business  and  operations  or the  ownership  of its
properties.

                                       10
<PAGE>
     7.8 MANAGEMENT AND OWNERSHIP.  Bart A. Brown, Jr., William G. Shrader,  and
Lawrence  K.  White  shall  remain  active in, and  control  of, the  day-to-day
operation and management of Borrower during the term of the Loan. There shall be
no  material  change  in the  management  and/or  ownership  of  Borrower  or of
Guarantor.

     7.9 CHANGE IN  BUSINESS.  No  Borrower  or  Guarantor  shall  engage in any
businesses  other than the businesses  presently  conducted by it on the date of
this Agreement and businesses of the same type or directly related thereto.

     7.10 CHANGE OF PRINCIPAL  PLACE OF BUSINESS.  Each  Borrower and  Guarantor
hereby  understands and agrees that if, at any time hereafter,  such Borrower or
Guarantor elects to move its Executive  Office, or if such Borrower or Guarantor
elects to change its name,  identity or its  structure to other than a corporate
structure,  such Borrower or Guarantor  shall notify Bank in writing at least 30
days prior hereto.

     7.11 ADVERSE CONDITIONS OR EVENTS. Each Borrower and Guarantor shall advise
Bank in writing of (i) any condition,  event or act which comes to its attention
that would or might  materially  adversely affect such Borrower's or Guarantor's
financial  condition or operations,  the Collateral,  or Bank's rights under the
Loan Documents; (ii) any litigation filed by or against such Borrower; (iii) any
event that has occurred that would constitute an event of default under any Loan
Documents;  and (iv) any  uninsured or partially  uninsured  loss through  fire,
theft, liability, or property damage. Borrower and Guarantor covenant that as of
the date hereof, no Event of Default (as hereinafter defined),  and no condition
which, with the passage of time, could ripen into an Event of Default, exists.

     7.12  MAINTENANCE.  Each Borrower and Guarantor  shall  maintain all of its
tangible   property  in  good  condition  and  repair  and  make  all  necessary
replacements thereof.

     7.13  NOTIFICATION  OF  ENVIRONMENTAL  CLAIMS.  Each Borrower and Guarantor
shall  immediately  advise  Bank in  writing  of (i)  any  and all  enforcement,
cleanup,  remedial,   removal,  or  other  governmental  or  regulatory  actions
instituted,  completed or threatened pursuant to any applicable federal,  state,
or local laws,  ordinances or  regulations  relating to any Hazardous  Materials
affecting  such  Borrower's or  Guarantor's  business  operations;  and (ii) all
claims made or  threatened by any third party against such Borrower or Guarantor
relating to damages,  contribution,  cost recovery compensation,  loss or injury
resulting  from any  Hazardous  Materials.  Each  Borrower and  Guarantor  shall
immediately  notify  Bank of any  remedial  action  taken  by such  Borrower  or
Guarantor with respect to such Borrower's or Guarantor's business operations.

     7.14 RATIO OF ADJUSTED SENIOR FUNDED DEBT TO EBITDA;  FIXED CHARGE COVERAGE
RATIO.

          (a) Adjusted  Senior  Funded Debt to EBITDA.  Borrower  and  Guarantor
shall maintain a consolidated  Adjusted Senior Funded Debt to EBITDA ratio which
is equal to or less  than 4.00 to 1 at all  times  during  the term of the Loan,
which term shall end upon (i) the earlier of the maturity  date of the Loan,  or

                                       11
<PAGE>
earlier  acceleration,  and (ii) the  satisfaction of all obligations  under the
Loan Documents.

          (b) Fixed  Charge  Coverage  Ratio.  Borrower  shall  maintain a Fixed
Charge  Coverage Ratio of not less than 1.35 at all times during the term of the
Loan,  which term shall end upon (i) the  earlier  of the  maturity  date of the
Loan, or earlier  acceleration,  and (ii) the  satisfaction  of all  obligations
under the Loan Documents.

          (c) Compliance Certificate. Contemporaneously with Borrower's delivery
to Bank of the periodic and annual  financial  statements  required  pursuant to
this  Agreement,  Borrower  shall  deliver to Bank a  certificate  executed  and
delivered by duly authorized representatives of Borrower,  evidencing Borrower's
compliance with the terms of this Section 7.14 hereof,  and a  reaffirmation  by
Borrower  of its  compliance  with  all of the  covenants,  negative  covenants,
representations and warranties set forth elsewhere in this Loan Agreement in the
form attached  hereto as Exhibit "A" and Exhibit "B", and by this reference made
a part hereof.

     8.  NEGATIVE   COVENANTS.   Until  full  payment  and  performance  of  all
obligations  of any Borrower and any Guarantor  under the Loan  Documents,  each
Borrower  and each  Guarantor  covenants  to Bank  that  from and after the date
hereof  and so  long as any  amount  remains  unpaid  on  account  of any of the
Obligations,  it will not, without the prior written consent of Bank, which will
not be unreasonably  withheld or delayed, do any of the things or acts set forth
in Sections 8.1 through 8.9, inclusive.

     8.1 DIVIDENDS AND REDEMPTIONS. No Borrower or Guarantor will declare or pay
any dividend or  Distribution  (other than a dividend  payable solely in capital
stock of such  Borrower or  Guarantor)  on any share of any class of its capital
stock,  or apply any of its property or assets to the purchase,  redemption,  or
other  retirement  of, or set apart any sum for the payment of any dividends on,
or for the  purchase,  redemption  or other  retirement  of,  or make any  other
distribution by reduction of capital or otherwise in respect of any share of any
class of capital stock of such Borrower which would materially  adversely affect
such Borrower's or Guarantor's covenants hereunder or such Borrower's ability to
repay the Loan or Guarantor's ability to pay the liabilities under any Guaranty.

     8.2  LIMITATIONS  ON  INDEBTEDNESS.  No Borrower or Guarantor  will create,
incur,  assume or suffer to exist,  any  indebtedness or obligation  which would
materially  adversely affect such Borrower's or Guarantor's  covenants hereunder
or such Borrower's  ability to repay the Loan or Guarantor's  ability to pay the
liabilities under any Guaranty.

     8.3  LIMITATIONS ON CONTINGENT  OBLIGATIONS.  No Borrower or Guarantor will
become a surety or  assume,  guarantee,  endorse or  otherwise  in any way be or
become  responsible or liable for the  obligations of any person,  firm or other
entity  whether by  agreement  to  purchase  or  repurchase  obligations,  or by
agreement to supply funds for the purpose of paying,  or enabling such entity to
pay, any obligations  (whether through purchasing stock,  making a loan, advance
or capital contribution or by means of agreeing to maintain or cause such entity
to  maintain,  a minimum  working  capital or net worth of any such  entity,  or

                                       12
<PAGE>
otherwise),   which  would  materially   adversely  affect  such  Borrower's  or
Guarantor's  covenants hereunder or such Borrower's ability to repay the Loan or
Guarantor's ability to pay the liabilities under any Guaranty.

     8.4  LIMITATIONS  ON  INVESTMENTS,  LOANS  AND  ADVANCES.  No  Borrower  or
Guarantor shall make or suffer to exist any advances or loans to, or investments
(by way of transfers  of property,  contributions  to capital,  acquisitions  of
stock, or securities or evidences of indebtedness, acquisitions of businesses or
acquisitions  of  assets  other  than in the  ordinary  course of  business,  or
otherwise) in any person,  firm,  corporation  or other business  entity,  which
would  adversely  affect such Borrower's or Guarantor's  covenants  hereunder or
such  Borrower's  ability to repay the Loan, or  Guarantor's  ability to pay the
liabilities under any Guaranty.

     8.5 MERGER.  No Borrower or Guarantor will dissolve or otherwise  terminate
its corporate status or enter into any merger,  reorganization  or consolidation
or make any substantial  change in the basic type of business  conducted by such
Borrower as of the date hereof.

     8.6 LIENS.  No  Borrower or  Guarantor  shall  grant,  suffer or permit any
contractual or noncontractual lien on or security interest (in aggregate amounts
not to exceed $100,000), in the Collateral,  except in favor of Bank, or fail to
promptly  pay when due all  lawful  claims,  whether  for  labor,  materials  or
otherwise.

     8.7  TRANSFER  OF ASSETS.  No Borrower  or  Guarantor  shall enter into any
merger or  consolidation,  or sell,  lease,  assign or  otherwise  dispose of or
transfer  significant assets,  except in the normal course of its business,  and
except as expressly permitted in this Agreement.

     8.8 LIMITATION ON SOURCE OF GROSS  REVENUES.  At no time during the term of
the Loan,  shall that portion of Borrower's  Gross Revenues not derived from the
operation  of  "T.G.I  Friday"   restaurants  exceed  twenty  percent  (20%)  of
Borrower's Gross Revenues.

     8.9  LIMITATION  ON  TRANSACTIONS  WITH  RELATED  PARTIES.  No  Borrower or
Guarantor shall enter into or consummate a transaction with any persons, parties
or entities which are  "affiliated"  with, or "related to" Borrower or Guarantor
if such transaction  which would adversely affect such Borrower's or Guarantor's
covenants hereunder or such Borrower's ability to repay the Loan, or Guarantor's
ability to pay the liabilities under any Guaranty.  For purposes of this Section
8.8, the term  "affiliated"  and "related" each shall mean and refer to: (a) any
corporation in which Borrower, Guarantor, or any partner, shareholder, director,
officer, member, or manager of Borrower or Guarantor directly or indirectly owns
or controls  more than ten percent  (10%) of the  beneficial  interest,  (b) any
partnership,  joint  venture or  limited  liability  company in which  Borrower,
Guarantor, or any partner, shareholder, director, officer, member, or manager of
Borrower or Guarantor is a partner,  joint venturer or member,  (c) any trust in
which  Borrower,  Guarantor,  or any partner,  shareholder,  director,  officer,
member or manager of Borrower or Guarantor is a trustee or beneficiary,  (d) any
entity of any type  which is  directly  or  indirectly  owned or  controlled  by
Borrower,  Guarantor or any partner,  shareholder,  director, officer, member or
manager of Borrower or  Guarantor,  or (e) any partner,  shareholder,  director,

                                       13
<PAGE>
officer,  member,  manager or employee of Borrower or Guarantor,  (f) any Person
related by birth,  adoption or marriage to any partner,  shareholder,  director,
officer, member, manager, or employee of Borrower or Guarantor.

     9. PERFORMANCE  BASED PRICING.  Interest shall accrue and be payable on the
Loans  subject  to,  and  in  accordance   with,   Borrower's  and   Guarantor's
consolidated satisfaction of the following ratios of Adjusted Senior Funded Debt
to EBITDA:

ADJUSTED SENIOR FUNDED DEBT TO EBITDA                  EFRI OR LIBOR RATE MARGIN
-------------------------------------                  -------------------------
        4.00 >= x > 3.50                                         2.75%
        3.50 >= x > 3.00                                         2.50%
        3.00 >= x > 2.50                                         2.25%
        2.50 >= x > 2.00                                         2.00%
           x <= 2.00                                             1.75%

     10. EVENTS OF DEFAULT. The occurrence of any events or conditions described
in Sections 10.1 through 10.7 shall  constitute  an Event of Default  hereunder,
provided that any  requirement for the giving of notice or the lapse of time, or
both, has been satisfied.

     10.1 NOTES. Any Borrower shall fail to make any payments of principal of or
interest on any of the Notes, when due.

     10.2 OBLIGATIONS. Any Borrower or Guarantor shall fail to make any payments
of  principal  or interest on any of its  Obligations  (other than the Notes) to
Bank, when due.

     10.3  MISREPRESENTATIONS.  Any  Borrower  or any  Guarantor  shall make any
representations or warranties in any of the Loan Documents or in any Guaranty or
in any certificate or statement furnished at any time hereunder or in connection
with any of the Loan  Documents or any Guaranty which proves to have been untrue
or misleading in any material respect when made or furnished.

     10.4  COVENANTS.  Any  Borrower  or  any  Guarantor  shall  default  in the
observance or performance  of any covenant or agreement  contained in any of the
Loan Documents or any Guaranty.

     10.5 OTHER DEBTS.  Any Borrower or Guarantor  shall  default in  connection
with any  agreement for borrowed  money or other credit with any creditor  other
than Bank which entitles said creditor to accelerate the maturity thereof.

     10.6 INABILITY TO PAY DEBTS. Any Borrower or any Guarantor,  or any general
partner  or  joint  venturer  of any  Borrower  or any  Guarantor  (i)  makes an
assignment for the benefit of creditors; (ii) admits in writing its inability to
pay, or fails to pay,  its debts  generally  as they  become due;  (iii) files a

                                       14
<PAGE>
petition  for  relief  under any  chapter  of the  Bankruptcy  Code or any other
bankruptcy or debtor relief laws,  domestic or foreign, as now or hereinafter in
effect, or seeking the appointment of a trustee, receiver, custodian, liquidator
or similar  official for it or any Collateral or any of its other  property;  or
any such action is commenced against it and it admits, acquiesces in or does not
contest diligently the material  allegations  thereof,  or the action results in
entry of an order  for  relief  against  it,  or it does  not  obtain  permanent
dismissal and discharge  thereof  before the earlier of trial thereon or 60 days
after  commencement  of the  action;  or (iv)  makes a  transfer  or  incurs  an
obligation which is fraudulent under any applicable law as to any creditor.

     10.7  CHANGE  IN  STATUS  OF  BORROWER  OR  GUARANTOR.   The   liquidation,
termination,   dissolution,   or  failure  to  maintain  good  standing  in  any
jurisdiction of any Borrower or any corporate Guarantor.

     If any one or more of the preceding  defaults shall occur,  all or any part
of the  outstanding  principal plus accrued unpaid  interest of the Loan and any
other Obligations of Borrower, or any Guarantor, to Bank, shall at the option of
Bank become due and payable  immediately  without notice to Borrower,  or to any
Guarantor,  which  is  hereby  expressly  waived  by each of  Borrower,  and any
Guarantor,  and Bank shall have no further  obligation (if any) to make advances
under any of the Loan Documents.

     The defaults provided in this Agreement are cumulative and do not limit any
provision for a default or event of default in any other Loan Document.

     11. REMEDIES UPON DEFAULT.  Upon the occurrence of any Default Condition or
Event of Default,  Bank's obligation to disburse any undisbursed  portion of any
of the Term Loans shall  immediately  cease. Upon the occurrence or existence of
any Event of Default, or at any time thereafter, without prejudice to the rights
of Bank to enforce its claims  against any Borrower or any Guarantor for damages
for failure by any  Borrower  or  Guarantor  to fulfill  any of its  obligations
hereunder,  subject  only to prior  receipt  by Bank of  payment  in full of all
Obligations  then  outstanding in a form acceptable to Bank, Bank shall have all
of the rights and remedies  described in Sections 11.1 through 11.2,  inclusive,
and it may  exercise  any  one,  more,  or all of  such  remedies,  in its  sole
discretion, without thereby waiving any of the others.

     11.1 ACCELERATION OF THE OBLIGATIONS.  Bank, at its option, may declare all
of the Obligations to be immediately  due and payable,  whereupon the same shall
become immediately due and payable without presentment,  demand, protest, notice
of  non-payment  or any other notice  required by law relative  thereto,  all of
which are hereby expressly waived by each Borrower, anything contained herein to
the contrary notwithstanding and, in connection therewith, if Bank so elects, by
further written notice to such Borrower,  Bank may increase the rate of interest
charged on any Note then  outstanding  for so long  thereafter  as Bank  further
shall elect.

     11.2 FORECLOSURE. Bank shall have all rights, powers and remedies available
under  each  of the  Loan  Documents,  or  afforded  by law,  including  without
limitation  the right to resort to any or all of the  Collateral and to exercise
any or all of the rights of a secured  party  pursuant to  applicable  law.  All

                                       15
<PAGE>
rights,  powers,  and  remedies  of Bank in  connection  with  each of the  Loan
Documents  may be  exercised at any time by the Bank and from time to time after
the occurrence of an Event of Default,  are  cumulative  and not exclusive,  and
shall be in addition to any other rights,  powers or remedies provided by law or
equity.

     12. COLLATERALIZATION.

     12.1  CROSS-DEFAULT  PROVISION.  In  addition  to the  events  set forth in
Section 10 of this  Agreement,  it shall  constitute an "Event of Default" under
this  Agreement  should any event occur  under any  instrument,  deed,  security
agreement,  assignment  or  other  agreement  given or made by  Borrower  or any
Guarantor to or with Bank, which would constitute an event of default under such
instrument,   deed,   assignment   or  agreement  or  otherwise   authorize  the
acceleration of any debt owed by Borrower or any Guarantor to Bank.

     12.2 SECURED INDEBTEDNESS.  Borrower, and any Guarantor, hereby acknowledge
and  agree  that  the   indebtedness   evidenced  by  the  Notes  (the  "Secured
Indebtedness")   shall  include,   in  addition  to  the  Notes  and  the  other
indebtedness   described  herein,  all  other   indebtedness,   liabilities  and
obligations  now  owing or which  may  hereafter  be  owing by  Borrower  or any
Guarantor  to Bank,  however,  incurred,  including,  but without  limiting  the
generality of the foregoing, (a) the Note, together with any and all extensions,
amendments,  modifications,  consolidations  and renewals thereof in whole or in
part,  (b)  any  indebtedness,  liability  or  obligation  of  Borrower  or  any
Guarantor, to Bank under any loan or other financial arrangement made by Bank or
any  Guarantor  on or  prior  to the  date  hereof  and any and all  extensions,
amendments,  modifications,  consolidations  and renewals thereof in whole or in
part, (c) any indebtedness, liability or obligation of Borrower or any Guarantor
to Bank  under any  later or future  advances  made by Bank to  Borrower  or any
Guarantor,   and   any   and   all   extensions,   amendments,    modifications,
consolidations, renewals thereof in whole or in party, (d) any and all future or
additional indebtedness, liabilities or obligations of Borrower or any Guarantor
to Bank whatsoever,  however arising, whether existing as of the date hereof, or
hereafter arising,  whether arising as a loan, lease, line of credit,  letter of
credit, or other type of financing, and whether direct,  indirect,  absolute, or
contingent,  as  maker,  endorser,   guarantor,  surety  or  otherwise,  whether
individually  or jointly  with any other  third  party or  parties,  and whether
evidenced  by,  arising  out of or  relating  to,  a  promissory  note,  bill of
exchange, check, draft, bond, letter of credit, guaranty agreement or otherwise,
and  any  and  all  renewals,  modifications,   amendments,  consolidations  and
extensions  thereof in whole or in part;  and (e) all  obligations  incurred  by
Borrower and Guarantor under any agreement between Borrower and/or Guarantor and
Bank or any  affiliate  of Bank now existing or hereafter  entered  into,  which
provides for an interest rate, currency,  equity, credit or commodity swap, cap,
floor or collar,  spot or forward foreign exchange  transaction,  cross currency
rate swap,  currency option,  any combination of, or option with respect to, any
of the  foregoing  or any  similar  transactions,  for the  purpose  of  hedging
Borrower and/or Guarantor's exposure to fluctuations in interest rates, exchange
rates,  currency,  stock,  portfolio  or loan  valuations  or  commodity  prices
(including any such or similar agreement or transaction  entered into by Bank or
any affiliate  thereof in  connection  with any other  agreement or  transaction
between Borrower and/or Guarantor and Bank or any affiliate thereof).

                                       16
<PAGE>
     12.3  CROSS-COLLATERALIZATION  PROVISION.  By the execution and delivery of
this Agreement,  Borrower  acknowledges and agrees that the Secured Indebtedness
hereunder  shall  also be  secured  by any and all  security  agreements  now or
hereafter executed by Borrower or any Guarantor in favor of Bank.

     12.4 PARTIAL RELEASE OF COLLATERAL.  Bank will release such portions of the
Collateral  (either  Equipment or Property or both, and the descriptions of such
items used in the applicable Loan Documents will be  appropriately  modified) as
such Borrower may request (the "Released  Collateral")  upon the satisfaction of
all of following terms and conditions:

          (a) There  exists no Default  Condition  or Event of Default  and such
     release of Collateral would not cause an Event of Default;

          (b)   Following   the  release  of  the   Released   Collateral,   the
     Loan-to-Value Ratio (as hereinafter  defined) shall not be greater than (i)
     .80 to 1.0 on all Property remaining as Collateral,  and (ii) .65 to 1.0 on
     the business value of the remaining Collateral as determined by the Bank;

          (c) Each Borrower shall deliver such  certifications,  affirmations or
     other  documents  or  agreements  as the Bank  may  reasonably  request  in
     connection with such release; and

          (d) Each Borrower shall pay all costs and expenses in connection  with
     such release,  including but not limited to,  Bank's  reasonable  attorneys
     fees.

     Borrower  and  Guarantor  hereby  acknowledge  and agree  that Bank  hereby
reserves  the right to require  one of the  following  to occur,  in Bank's sole
discretion: (i) that Borrower pay to Bank all proceeds received by Borrower from
the transfer,  sale or other  conveyance of such  Released  Collateral  and Bank
shall  apply the same to  outstanding  sums due  under  the  Loan;  or (ii) that
Borrower  pledge  additional  collateral  to the  Bank  in  substitution  of the
Released  Collateral  provided such replacement  collateral is acceptable to the
Bank  in  its  sole   discretion   based  primarily  upon  the  Bank's  standard
underwriting  criteria,  satisfaction  of the due diligence  requirements of the
Bank, and so long as the replacement  collateral is otherwise  acceptable to the
Bank.

     For the purposes hereof,  "Loan-to-Value  Ratio" means the ratio of (i) all
Obligations  of each  Borrower  to  Bank,  to (ii) the  value of all  Collateral
securing the  Obligations,  as determined by the Bank using the "Income Approach
to Value as to the  Collateral  Location" and the "Overall  Collateral  Position
With Respect to such  Borrower",  as such  methods and formulas are  customarily
applied by the Bank in its credit review process.

     13. MISCELLANEOUS.

                                       17
<PAGE>
     13.1 CUMULATIVE RIGHTS AND NO WAIVER.  Each and every right granted to Bank
under any Loan Document,  or allowed it by law or equity, shall be cumulative of
each other and may be exercised in addition to any and all other rights of Bank;
and no delay in  exercising  any right shall  operate as a waiver  thereof,  nor
shall any single or partial  exercise by Bank of any right preclude any other or
future  exercise  thereof or the exercise of any other right.  Each Borrower and
Guarantor expressly waives any presentment,  demand,  protest or other notice of
any kind, including but not limited to notice of intent to accelerate and notice
of acceleration. No notice to or demand on any Borrower or Guarantor in any case
shall, of itself, entitle such Borrower or such Guarantor to any other or future
notice or demand in similar or other circumstances.

     13.2 APPLICABLE  LAW. This Agreement and the other Loan Documents,  and the
rights  and  obligations  of the  parties  hereunder  and  thereunder,  shall be
governed by and  interpreted in accordance with the laws of the State of Georgia
and applicable United States federal law.

     13.3 DOCUMENTS. All documents, certificates, and other items required under
this  Agreement  to be executed  and/or  delivered  to Bank shall be in form and
content satisfactory to Bank and its counsel.

     13.4 SURVIVAL.  All  representations,  warranties and covenants made herein
shall survive the execution and delivery of all of the Loan Documents. The terms
and  provisions  of this  Agreement  shall  continue  in full force and  effect,
notwithstanding  the  payment  of one or more  of the  Notes,  until  all of the
Obligations  have been paid in full and Bank has  terminated  this  Agreement in
writing.

     13.5 NO ASSIGNMENT BY BORROWER.  No assignment  hereof shall be made by any
Borrower or any Guarantor without the prior written consent of Bank.

     13.6  COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which when fully executed shall be an original, and all of
said counterparts  taken together shall be deemed to constitute one and the same
agreement.

     13.7 COSTS,  EXPENSES AND ATTORNEY'S FEES. Each Borrower and each Guarantor
shall  pay to Bank  immediately  upon  demand  the full  amount of all costs and
expenses,  including reasonable attorney's fees (to include outside counsel fees
and  all  allocated  costs  of  Bank's  in-house  counsel)  incurred  by Bank in
connection with (a)  negotiation  and  preparation of this  Agreement,  all Loan
Documents,  and Bank's continued  administration hereof; and (b) the enforcement
of Bank's rights and/or the  collection or any amounts which become due the Bank
under any of the Loan  Documents;  and (c) the  prosecution  or  defense  of any
action  in any way  related  to any of the  Loan  Documents,  including  without
limitation any action for declaratory relief.

     13.8 PARTIAL  INVALIDITY.  A  determination  that any provision of any Loan
Document is  unenforceable  or invalid  shall not affect the  enforceability  or
validity of any other provision,  and the determination  that the application of
any provision of any Loan Document to any person or  circumstances is illegal or

                                       18
<PAGE>
unenforceable  shall not affect the enforceability or validity of such provision
as it may apply to other persons or circumstances.

     13.9 NOTICES.  All notices,  requests and demands to or upon the respective
parties  hereto  shall be  deemed to have  been  given or made  when  personally
delivered or deposited in the U.S. Mail,  registered or certified mail,  postage
prepaid,  addressed  as follows or to such  other  address as may be  designated
hereafter in writing by the respective parties hereto:

     Borrower:
     ---------
     Main Street and Main, Incorporated
     Main St. California, Inc.
     Cornerstone Productions, Inc.
     Main St. Midwest, Inc.
     5050 North 40th Street
     Suite 200
     Phoenix, AZ 85018

     Guarantor:
     ----------
     Main Street California II, Inc.
     Redfish America, LLC
     Bamboo Club, Inc.
     5050 North 40th Street
     Suite 200
     Phoenix, AZ 85018

     Bank:
     -----
     Bank of America, N.A.
     Franchise Financial Services
     19 Bank of America Plaza
     600 Peachtree Street
     Atlanta, Georgia  30308-2213

except in cases where it is expressly  provided herein or by applicable law that
such notice,  demand or request is not effective  until received by the party to
whom it is addressed.

     13.10  AMENDMENT.  No  modification,  consent,  amendment  or waiver of any
provision  of this  Agreement,  nor consent to any  departure by any Borrower or
Guarantor therefrom,  shall be effective unless the same shall be in writing and
signed by an officer of Bank,  and then shall be effective only in the specified
instance  and for the purpose for which  given.  This  Agreement is binding upon
each Borrower and any Guarantor,  such Borrower's and Guarantor's successors and
assigns, and inures to the benefit of Bank, its successors and assigns; however,
no  assignment  or  transfer  of any  Borrower's  or any  Guarantor's  rights or

                                       19
<PAGE>
obligations hereunder shall be made or be effective without Bank's prior written
consent nor shall it relieve such Borrower or any  Guarantor of any  obligations
hereunder. There is no third party beneficiary of this Agreement.

     13.11  COMPLIANCE  WITH USURY  LAWS.  All  existing  and future  agreements
regarding  the  Loan(s)  are  hereby  limited  so  that in no  event  (including
prepayment,  default,  demand for payment,  or acceleration)  shall the interest
taken,  reserved,  contracted  for,  charged  or  received  exceed  the  maximum
nonusurious  amount  permitted by  applicable  law (the "Maximum  Amount");  any
document  possibly  to the  contrary  shall be  automatically  reformed  and the
interest payable automatically reduced to the Maximum Amount,  without necessity
of execution of any amendment or new document; if Bank ever receives interest in
an amount which apart from this provision would exceed the Maximum  Amount,  the
excess  shall,  without  penalty,  be applied to principal  in inverse  order of
maturity of installments or be refunded to the payor if the principal is paid in
full; and all interest paid or agreed to be paid shall be spread  throughout the
full term (including extensions) of the debt so that the amount of interest does
not exceed the Maximum Amount.

     13.12  INDEMNIFICATION.  Each Borrower and each Guarantor shall  indemnify,
defend and hold Bank and its  successors  and assigns  harmless from and against
any and  all  claims,  demands,  suits,  losses,  damages,  assessments,  fines,
penalties,  costs or other expenses (including  attorneys' fees and court costs)
arising  from or in any way  related  to  actual  or  threatened  damage  to the
environment,  agency  costs of  investigation,  personal  injury  or  death,  or
property  damage,  due to a release or alleged  release of Hazardous  Materials,
arising from such  Borrower's or any Guarantor's  business  operations or in the
surface or ground water arising from such  Borrower's  business  operations,  or
gaseous  emissions  arising from such  Borrower's  or any  Guarantor's  business
operations or any other  condition  existing or arising from such  Borrower's or
any  Guarantor's  business  operations  resulting  from the use or  existence of
Hazardous  Materials,  whether  such  claim  proves  to be true or  false.  Each
Borrower  and  each  Guarantor  further  agrees  that its  respective  indemnity
obligations  shall  include,  but are not  limited  to,  liability  for  damages
resulting  from the personal  injury or death of an employee of such Borrower or
Guarantor,  regardless  of  whether  such  Borrower  or  Guarantor  has paid the
employee  under the  workers'  compensation  laws of any state or other  similar
federal or state legislation for the protection of employees. The term "property
damage" as used in this paragraph includes, but is not limited to, damage to any
real or personal property of any Borrower,  any Guarantor,  the Bank, and of any
third parties. Each Borrower's and Guarantor's  obligations under this paragraph
shall survive the repayment of the Loan and any deed in lieu of  foreclosure  or
foreclosure of any Deed to Secure Debt, Deed of Trust, or Mortgage  securing the
Loan.

     13.13  INTERPRETATION.  No provision of this  Agreement  shall be construed
against or  interpreted  to the  disadvantage  of any party hereto by a court or
other governmental or judicial authority by reason of such party having or being
deemed to have  structured  or  dictated  such  provision.  Notwithstanding  any
provision in this Agreement or in any of the Loan Documents to the contrary,  in
the event of any conflict between the terms of this Loan Agreement and the terms
of any of the Loan Documents, the terms of this Agreement shall be controlling.

                                       20
<PAGE>
     13.14  NO  ORAL  AGREEMENT.  This  written  agreement  and the  other  Loan
Documents  represent  the final  agreement  between  the  parties and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the Parties. There are no unwritten oral agreements between the parties.

     13.15  ARBITRATION.  (a) This  paragraph  concerns  the  resolution  of any
controversies  or claims between the Borrower and the Bank,  whether  arising in
contract,  tort or by statute,  including  but not limited to  controversies  or
claims  that  arise out of or  relate  to:  (i) this  Agreement  (including  any
renewals,  extensions or  modifications);  or (ii) any document  related to this
Agreement; (collectively a "Claim").

          (b) At the  request of the  Borrower  or the Bank,  any Claim shall be
     resolved by binding  arbitration in accordance with the Federal Arbitration
     Act (Title 9, U. S. Code) (the "Act").  The Act will apply even though this
     Agreement provides that it is governed by the law of a specified state.

          (c) Arbitration  proceedings will be determined in accordance with the
     Act, the rules and  procedures for the  arbitration  of financial  services
     disputes of J.A.M.S./Endispute  or any successor thereof ("J.A.M.S."),  and
     the terms of this paragraph.  In the event of any inconsistency,  the terms
     of this paragraph shall control.

          (d) The arbitration shall be administered by J.A.M.S. and conducted in
     any U. S. state where real or tangible  personal  property  collateral  for
     this credit is located or if there is no such collateral,  in Georgia.  All
     Claims shall be determined  by one  arbitrator;  however,  if Claims exceed
     $5,000,000,  upon the request of any party,  the Claims shall be decided by
     three arbitrators.  All arbitration  hearings shall commence within 90 days
     of the demand for arbitration and close within 90 days of commencement  and
     the award of the arbitrator(s)  shall be issued within 30 days of the close
     of the hearing.  However, the arbitrator(s),  upon a showing of good cause,
     may extend the commencement of the hearing for up to an additional 60 days.
     The arbitrator(s)  shall provide a concise written statement of reasons for
     the award.  The  arbitration  award may be  submitted  to any court  having
     jurisdiction to be confirmed and enforced.

          (e) The  arbitrator(s)  will have the authority to decide  whether any
     Claim is barred by the  statute of  limitations  and, if so, to dismiss the
     arbitration on that basis.  For purposes of the  application of the statute
     of limitations,  the service on J.A.M.S. under applicable J.A.M.S. rules of
     a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute
     concerning  this  arbitration  provision  or whether a Claim is  arbitrable
     shall be determined by the arbitrator(s).  The arbitrator(s) shall have the
     power to award legal fees pursuant to the terms of this Agreement.

          (f) This  paragraph  does not limit the right of the  Borrower  or the
     Bank to: (i)  exercise  self-help  remedies,  such as but not  limited  to,
     setoff; (ii) initiate judicial or nonjudicial  foreclosure against any real
     or personal  property  collateral;  (iii) exercise any judicial or power of
     sale  rights,  or (iv) act in a court of law to obtain an  interim  remedy,
     such as but not  limited  to,  injunctive  relief,  writ of  possession  or
     appointment of a receiver, or additional or supplementary remedies.

                                       21
<PAGE>
     IN WITNESS WHEREOF, each Borrower, Bank and each Guarantor have caused this
Agreement to be duly executed under seal as of the date first above written.

                                   "BORROWER"

                                   MAIN STREET AND MAIN, INCORPORATED
                                   a Delaware corporation


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

                                       [CORPORATE SEAL]


                                   CORNERSTONE PRODUCTIONS, INC.


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

                                       [CORPORATE SEAL]


                                   MAIN ST. CALIFORNIA, INC.

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

                                       [CORPORATE SEAL]


                                   MAIN ST. MIDWEST, INC.

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

                                       [CORPORATE SEAL]

                                       23
<PAGE>
                                   "GUARANTOR"

                                   MAIN ST. CALIFORNIA II, INC.

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

                                       [CORPORATE SEAL]


                                   REDFISH AMERICA, LLC

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

                                       [COMPANY SEAL]


                                   BAMBOO CLUB, INC.

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

                                       [CORPORATE SEAL]

                                       24
<PAGE>
                                   "BANK"

                                   BANK OF AMERICA, N.A.

                                   By: /s/ Bobby Oliver
                                       --------------------------------
                                       Bobby Oliver

                                       [BANK SEAL]

                                       25
<PAGE>
                                   SCHEDULE A

                                                   COLLATERAL
BORROWER                          NOTE AMOUNT      LOCATION     COLLATERAL
--------                          -----------      --------     ----------

Main Street & Main Incorporated   $15,000,000.00
Cornerstone Productions, Inc.
Main St. California, Inc.
Main St. Midwest, Inc.


                                       26
<PAGE>
                                   EXHIBIT A

                         ANNUAL COMMPLIANCE CERTIFICATE

     This  Compliance   Certificate  is  delivered  by  Main  Street  and  Main,
Incorporated.,   Main  St.  California,   Inc.,  Main  St.  Midwest,  Inc.,  and
Cornerstone Productions, Inc. (collectively, the "Borrower") to Bank of America,
N.A. as required under the loan agreement.  Unless otherwise defined, terms used
herein have the meanings provided in the Loan Agreement.

     The  undersigned,  _____________,  being the duly  elected,  qualified  and
acting  officers,  owners,  managers,  partners,  principals or employees of the
Borrower  ("Qualified  Officer"),  on behalf of the Borrower and solely in their
capacity as a Qualified Officer, hereby certifies and warrants that:

     1. They are a Qualified  Officer of the Borrower and that, as such, they is
authorized to execute this certificate on behalf of the Borrower.

     2. For the period ending ________________, 200_:

          (a) The  Borrower was not in default of any of the  provisions  of the
Loan  Agreement  during  the  period  as to which  this  Compliance  Certificate
relates, specifically including the Affirmative Covenants set forth in Section 7
and the Negative Covenants set forth in Section 8;

          (b) The ADJUSTED  TOTAL FUNDED DEBT TO EBITDA RATIO was  _____________
to 1.0 as computed on Schedule 1 hereto;

          (c) The  FIXED  CHARGE  COVERAGE  RATIO  was  _____________  to 1.0 as
computed on Schedule 1 hereto

     IN WITNESS  WHEREOF,  the  undersigned  has  executed  and  delivered  this
certificate, this ______ day of ______________, 20____.

                      By: Main Street and Main Incorporated
                          Main St. California, Inc.
                          Main St. Midwest, Inc.
                          Cornerstone Productions, Inc.


                                       27
<PAGE>
                   Schedule 1 to Annual Compliance Certificate


FIXED CHARGE COVERAGE RATIO
Net Income (after cash taxes paid)
+/- Non-cash Expense/Income
+ Third Party Rent Expense
- Distributions and/or Dividends
   and/or Loan Advances or Other Advances
   to third parties

= CASH FLOW AVAILABLE FOR FIXED CHARGES

Scheduled Principal Payments of Long Term Debt
And Capital Leases + Interest Expense
+ Rent Expense

= FIXED CHARGES

FIXED CHARGE COVERAGE RATIO
The Fixed Charge Coverage Ratio shall be computed on a rolling twelve (12) month
basis for Borrower and Guarantor.

ADJUSTED SENIOR FUNDED DEBT TO EBITDA

Senior Funded Debt
- New Unit Adjustment

= ADJUSTED SENIOR FUNDED DEBT

Net Income
+ Income Tax Expense
+ Depreciation & Amortization
+/- Other Non-cash Expense/Income
- Capital Gains + Capital Losses

= EBITDA

ADJUSTED SENIOR FUNDED DEBT TO EBITDA

This ratio shall be computed on a rolling  twelve (12) month basis for  Borrower
and Guarantor.

                                       28
<PAGE>
                                   EXHIBIT B

                         INTERIM COMPLIANCE CERTIFICATE

This Compliance  Certificate is delivered by Main Street and Main  Incorporated,
Main St. California, Inc., Main St. Midwest, Inc. and Cornerstone Productions,
Inc.  (collectively,  the "Borrower) to Bank of America, N.A., as required under
the loan  agreement.  Unless  otherwise  defined,  terms  used  herein  have the
meanings provided in the Loan Agreement.

The undersigned, _________________, being the duly elected, qualified and acting
officers,  owners, managers,  partners,  principals or employees of the Borrower
("Qualified Officer"), on behalf of the Borrower and solely in their capacity as
a Qualified Officer, hereby certifies and warrants that: .

     1. They are a Qualified  Officer of the Borrower and that, as such, they is
authorized to execute this certificate on behalf of the Borrower.

     2. For the period ending _____________, 200__:

          (a) The  Borrower was not in default of any of the  provisions  of the
Loan  Agreement  during  the  period  as to which  this  Compliance  Certificate
relates, specifically including the Affirmative Covenants set forth in Section 7
and the Negative Covenants set forth in Section 8;

          (b) The ADJUSTED TOTAL FUNDED DEBT TO EBITDA RATIO was _____ to 1.0 as
computed on Schedule I hereto;

          (c) The Fixed  Charge  Coverage  Ratio was _____ to 1.0 as computed on
Schedule 1 hereto

     IN WITNESS  WHEREOF,  the  undersigned  has  executed  and  delivered  this
certificate, this ____ day of_________________. 20___.


                       By ______________________________
                          ______________________________
                          ______________________________
                          ______________________________

                                       29
<PAGE>
                  Schedule 1 to Interim Compliance Certificate


FIXED CHARGE COVERAGE RATIO
Net Income (after cash taxes paid)
+/- Non-cash Expense/Income
+ Third Party Rent Expense
- Distributions and/or Dividends
   and/or Loan Advances or Other Advances
   to third parties

= CASH FLOW AVAILABLE FOR FIXED CHARGES

Scheduled Principal Payments of Long Term Debt
And Capital Leases + Interest Expense
+ Rent Expense

= FIXED CHARGES

FIXED CHARGE COVERAGE RATIO
The Fixed Charge Coverage Ratio shall be computed on a rolling twelve (12) month
basis for Borrower and Guarantor.

ADJUSTED SENIOR FUNDED DEBT TO EBITDA

Senior Funded Debt
- New Unit Adjustment

= ADJUSTED SENIOR FUNDED DEBT

Net Income
+ Income Tax Expense
+ Depreciation & Amortization
+/- Other Non-cash Expense/Income
- Capital Gains + Capital Losses

= EBITDA

ADJUSTED SENIOR FUNDED DEBT TO EBITDA

This ratio shall be computed on a rolling  twelve (12) month basis for  Borrower
and Guarantor.

                                       30