Exhibit 10.35

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                        Main Street & Main, Incorporated
                           401(k) Profit Sharing Plan
                            Summary Plan Description


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                                TABLE OF CONTENTS

INTRODUCTION TO YOUR PLAN                                                      3

GENERAL INFORMATION ABOUT YOUR PLAN                                            4
ELIGIBILITY AND PARTICIPATION                                                  5

   ELIGIBILITY                                                                 5
   ENTRY DATE                                                                  5

YOUR CONTRIBUTIONS TO THE PLAN                                                 5

   COMPENSATION                                                                5
   ELECTIVE DEFERRALS                                                          5

YOUR EMPLOYER'S CONTRIBUTIONS TO THE PLAN                                      6

   EMPLOYER MATCHING CONTRIBUTIONS                                             6
   EMPLOYER PROFIT SHARING CONTRIBUTIONS                                       6

BENEFITS UNDER YOUR PLAN                                                       7

   NORMAL RETIREMENT AGE                                                       7
   DISABILITY                                                                  7
   IN-SERVICE DISTRIBUTIONS                                                    8
   HARDSHIP WITHDRAWALS                                                        8
   LOAN AVAILABILITY                                                           8

STATEMENT OF ERISA RIGHTS                                                     12

CLAIMS PROCEDURES                                                             13

PENSION BENEFIT GUARANTY CORPORATION                                          14

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                            INTRODUCTION TO YOUR PLAN

Your Employer has instituted this Plan to reward efforts made by Employees who
contribute to the overall success of the Company. The Plan is exclusively for
the benefit of Participants and their Beneficiaries. The purpose of the Plan is
to help you build financial security for your retirement and to help protect you
and your Beneficiaries in the event of your death or Disability. This Plan is a
401(k) plan. It offers you a built in savings system through pre-tax payroll
deductions. It also offers attractive tax advantages, the freedom to choose
investments according to your needs, the flexibility to change your investments
as your needs change, and a way to build capital for a secure retirement.

Under the terms of this Plan, you may choose to defer a portion of your current
salary, which your Employer then contributes to the plan on a pre-tax basis.
Contributions are not subject to Federal income tax, and in most cases are also
exempt from state or local income taxes. Since your contributions are not
subject to Federal income tax, your taxable income is reduced.

The laws governing plans like this one contain many provisions that may affect
your retirement. You should contact your Plan Administrator with any questions
about the Plan before you make any decisions related to your retirement. For
specific tax advice, you should contact your tax advisor.

This Summary Plan Description (SPD) summarizes the key features of your Plan,
and your rights, obligations and benefits under the Plan. Some of the statements
made in this SPD are dependent upon this Plan being "qualified", or approved by
the Internal Revenue Service. Please contact your Plan Administrator with any
questions you may have after you have read this summary.

Every effort has been made to make this description as accurate as possible.
However, this booklet is not a Plan document. This SPD is not meant to
interpret, extend, or change the provisions of the Plan in any way. The terms of
the Plan are stated in and will be governed in every respect by the Plan
document. Your right to any benefit depends on the actual facts and the terms
and conditions of the Plan document, and no rights accrue by reason of any
statement in this summary. A copy of the Plan document is available at the
principal office of your Employer for inspection. You, your Beneficiaries, or
your legal representatives may request to inspect the Plan Document at any
reasonable time.

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                       GENERAL INFORMATION ABOUT YOUR PLAN

EMPLOYER/PLAN SPONSOR          Main Street & Main, Incorporated
AND PLAN ADMINISTRATOR         5050 N. 40th Street, #200
                               Phoenix, AZ 85018
                               (602) 852-9000

EMPLOYER'S TAX ID NUMBER:      11-2948370

PLAN TRUSTEE(S):               MERRILL LYNCH TRUST COMPANY
                               300 Davidson Avenue
                               2nd Floor West
                               Somerset, New Jersey  08873

PLAN NAME:                     Main Street & Main, Incorporated
                               401(k) Profit Sharing Plan

PLAN NUMBER:                   001

PLAN RESTATEMENT DATE:         July 1, 1999
ORIGINAL EFFECTIVE DATE:       January 1, 1991

EMPLOYER TAX YEAR:             January 1st through December 31st
PLAN YEAR END:                 December 31st

TYPE OF RECORDKEEPING:         Contract Administration

TYPE OF PLAN:                  401(k) with profit sharing


The Plan Administrator keeps the records for the Plan, and is responsible for
the interpretation and administration of the Plan. All Plan Records will be kept
on the basis of the Plan Year. The Plan Administrator may hire a third party
record keeper to perform the administrative functions of the Plan. If you have
questions about the Plan you should write to the Plan Administrator. THE PLAN
ADMINISTRATOR AND THE TRUSTEES ARE DESIGNATED AS THE AGENTS FOR SERVICE OF LEGAL
PROCESS.

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                          ELIGIBILITY AND PARTICIPATION

ELIGIBILITY:

All Employees of the Employer and Participating Affiliates are eligible to
participate in this Plan.

PARTICIPATION REQUIREMENTS:

You will become eligible to participate in the Plan upon attaining age 21 and
completing 1/2 of a Year of Service.

Since the service requirement is less than one year, you are not required to
complete a specific number of Hours of Service during the service period.
Instead, your service will be measured by the length of time you are employed.
You will become eligible to participate in the Plan on your 6 month anniversary
of your date of hire. For example: If your date of hire is 1/1/99, you will
become eligible to participate in the Plan on 7/1/99.

If you do not meet the eligibility requirements, you will not be eligible to
participate in the Plan.

ENTRY DATE:

You will become a Participant in the Plan on the Entry Date coincident with or
next following the date you meet the participation requirements. The Entry Dates
for this Plan are the first day of the first, fourth, seventh and tenth month of
the Plan Year.

                         YOUR CONTRIBUTIONS TO THE PLAN

COMPENSATION:

Compensation means the total salary or wages paid to you as shown on your W-2,
to a maximum of $160,000*.

For the first year you participate in the Plan, only Compensation earned after
your Entry Date will be used to determine your share of your Employer's
contribution.

*    Adjusted periodically for cost of living by the IRS.

ELECTIVE DEFERRALS:

15% of Annual Compensation, to a maximum of $10,000* per calendar year.

*    Adjusted periodically for cost of living by the IRS.

This limitation is an aggregate limit that applies to all deferrals you make to
this Plan and to any other elective deferral plan, including tax sheltered
annuity contracts, simplified pension plans, or other 401(k) plans.

MAKING AND MODIFYING 401(k) ELECTIONS:

You may discontinue deferrals at any time, upon written notice to the Plan
Administrator. Your instructions to cease Elective Deferrals will be implemented
as of the first payroll period following the date you notified your Plan
Administrator.

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To resume your Elective Deferral Contribution, you must provide written notice
to your Plan Administrator, and wait until the next quarterly interval.

You may increase or decrease your Elective Deferral Contribution Percentage at
quarterly intervals throughout the Plan Year.

INVESTMENT OF CONTRIBUTIONS:

As a Participant in this Plan, you direct the investment of your account(s).
Your Plan provides a menu of investment options from which you may select your
investments. You may modify your investment elections, transfer existing account
balances, and obtain information regarding your investments on a daily basis.

You should be aware that your investment decisions will ultimately affect the
retirement benefits to which you will become entitled. Your Employer and the
Plan Trustee(s) cannot provide you with investment advice, nor are they
obligated to reimburse any participant for any investment loss that may occur as
a result of his or her investment decisions. There is no guarantee that any of
the investment options available in this Plan will retain their value or
appreciate.

                    YOUR EMPLOYER'S CONTRIBUTIONS TO THE PLAN

EMPLOYER MATCHING CONTRIBUTIONS:

Your Employer will make a contribution to the Plan known as a 401(k) Matching
Contribution. Your Employer's 401(k) Matching Contribution will be an amount
equal to 25% of the first 6% of your Compensation contributed as an Elective
Deferral.

ELIGIBILITY FOR EMPLOYER MATCHING CONTRIBUTIONS:

Any Participant who makes an Elective Deferral Contribution will be eligible to
receive an Employer Matching Contribution.

EMPLOYER PROFIT SHARING CONTRIBUTIONS:

Your Employer may make a contribution to the Plan known as a Profit Sharing
Contribution. Your share of the Employer's Profit Sharing Contribution, if any,
will be allocated to your account based on the ratio that your Compensation
bears to the total Compensation of all Participants eligible for a share of this
Contribution.

ELIGIBILITY FOR EMPLOYER PROFIT SHARING CONTRIBUTIONS:

Any Participant who is credited with at least 1,000 Hours of Service during the
Plan Year and employed on the last day of the Plan Year will be eligible to
receive an Employer Profit Sharing Contribution.

VESTING:

Vesting means that for each Year of Service you complete, you become entitled to
all or a portion of your Employer Contributions Account(s). For purposes of
determining your vested account balance, all of your Years of Service, beginning
on your date of hire, will be counted.

VESTING OF ELECTIVE DEFERRALS:

You are always 100% vested in your Elective Deferrals.

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 VESTING SCHEDULE FOR EMPLOYER 401(k) MATCHING AND PROFIT SHARING CONTRIBUTIONS

                YEARS OF SERVICE            VESTED PERCENTAGE
                        1                          20%
                        2                          40%
                        3                          60%
                        4                          80%
                        5                         100%

YEAR OF SERVICE FOR VESTING DEFINED:

For the first year of your employment, Hours of Service will be counted from
your date of hire to the end of that current Plan Year. An Hour of Service is
any hour you work for your Employer for which you are paid or entitled to
payment by your Employer. If you have completed 1,000 Hours of Service during
that time, you will have one year of Vesting Service. In subsequent years, you
will be credited with a Year of Service for vesting purposes, if you complete
1,000 Hours of Service during the Plan Year.

If this is an amended or restated Plan, your vested percentage cannot be less
than your vested percentage prior to the amendment or restatement of this Plan.

FORFEITURES:

If you terminate service prior to being fully vested in your Employer
Contribution Account(s), you forfeit the amount in which you are not vested.
Forfeitures will be reallocated among remaining Participants

                            BENEFITS UNDER YOUR PLAN

NORMAL RETIREMENT AGE:

Your Normal Retirement Age is age 65.

You are 100% vested in your Employer Contribution Account(s) upon your Normal
Retirement Date.

EARLY RETIREMENT AGE:

This Plan also provides an Early Retirement Age, for which you are eligible if
you have attained age 55 and completed 5 Years of Service with your Employer.

You are 100% vested in your Employer Contribution Account(s) upon your Early
Retirement Date.

DISABILITY:

You will be considered to be disabled if your injury or medical condition causes
you to be unable to perform your usual and customary duties for your Employer
for a continuous period of at least twelve months. Benefit payments will begin
as soon as feasible after your Disability Retirement Date.

You are 100% vested in your Employer Contribution Account(s) if you are deemed
disabled.

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IN-SERVICE DISTRIBUTIONS:

As an active Participant in the Plan, you may, upon attaining age 59 1/2, submit
a written application to the Plan Administrator to withdraw all or a portion of
your vested account balance.

HARDSHIP WITHDRAWALS:

As an active Participant in the Plan, you may submit a written application to
the Plan Administrator for a hardship withdrawal, if you are experiencing an
immediate and heavy financial need.

EVENTS WHICH QUALIFY FOR A HARDSHIP DISTRIBUTION:

1.   To cover medical expenses incurred by you, your spouse or your dependents;

2.   For the purchase of a principal residence (excluding mortgage payments);

3.   For the payment of tuition and related educational fees for the next twelve
     months of post-secondary education for you, your spouse, your children or
     your dependents;

4.   For the payment of amounts necessary to prevent eviction from or
     foreclosure on your principal residence.

All other forms of financial assistance must be explored and exhausted before a
Hardship Distribution can be made.

If you take a hardship withdrawal, your Elective Deferral Contributions will be
suspended for a period of twelve months following the date of the withdrawal.

TAX CONSEQUENCES FOR RECEIVING A DISTRIBUTION OR WITHDRAWAL:

Distribution or withdrawal of your vested account balance may be subject to
ordinary income taxes or early distribution penalties. Please consult your tax
advisor prior to taking any distribution or withdrawal.

LOAN AVAILABILITY:

An active Participant in the Plan may request a loan from the Plan. A loan
allows you to borrow money from your account without incurring a penalty. You
must repay the loan with interest, on an after tax basis, usually through
payroll deduction.

Once you request a loan, your Employer is required to approve the loan. After
approval, you will receive a check with an attached promissory note. By
endorsing the check, you agree to the terms and repayment conditions in the
promissory note.

As an active Participant in the Plan, you may request a loan from the Plan. The
loan amount is available by calling the Voice Response System.

LOAN REQUIREMENTS:

1.   Loans are available to all participants in the Plan on a uniform and
     nondiscriminatory basis.

2.   Loans must bear a reasonable rate of interest.

3.   The loan must be adequately secured.

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LOAN LIMITATIONS:

You may borrow any amount up to 50% of your vested account balance. However,
your loan can be no more than $50,000 minus your highest outstanding loan amount
during the prior 12 months.

LOAN REPAYMENTS:

Repayment of a loan must be made at least quarterly, on an after-tax basis, in
level payments of principal and interest, and repaid within five years, except
for the purchase of a primary residence.

TAX CONSEQUENCES OF PLAN LOANS:

If you fail to make loan repayments when they are due, you may be considered to
have defaulted on the loan. Defaulting on a loan may be considered a
distribution to you from the Plan, resulting in taxable income to you and may
ultimately reduce your benefit from the Plan.

DEATH BENEFITS:

Your Employer Contribution Account(s) become 100% vested upon your death.

Your Beneficiary will be entitled to receive your account balance.

If you are married at the time of your death, your surviving spouse is your
Beneficiary unless:

*    You elect otherwise in writing (with the consent of your spouse);

*    You establish to the satisfaction of the Plan Administrator that your
     spouse cannot be located.

*    Your spouse has validly waived any right to the death benefit.

If you want to designate a Beneficiary other than your spouse, (an "alternate
Beneficiary") you must do so on a form provided by the Plan Administrator. You
may revoke or change this designation at any time by filing written notice with
the Plan Administrator, however, your spouse must consent, in writing, to any
alternate Beneficiary. A Notary Public or Plan official must witness your
spouse's consent.

It is important that you notify the Plan Administrator of any change in your
marital status or change in your Beneficiary designation.

DISTRIBUTIONS UPON DEATH:

If death occurs before Retirement Benefits begin, your Beneficiary may choose to
defer payment, or to receive payment based on the following general guidelines:

*    Payment may be made in the form of a life annuity for Participants who
     transferred money from a prior plan where this option was available;

*    Payment may be made in installments payable in cash or in kind, or part in
     cash and part in kind over a period not to exceed your expected future
     lifetime or the joint expected future lifetime (based on actuarial tables)
     of you and your spouse;

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*    The entire sum must be distributed no later than the last day of the year
     of the fifth anniversary of your death, if your Beneficiary is not your
     surviving spouse;

*    If your Beneficiary is your spouse, payment may be postponed until December
     31st of the calendar year in which you would have attained age 65;

*    Payment may be made in installments, as described above, beginning on or
     before the December 31st following the year in which you die.

If death occurs after Retirement Benefits begin, but before your entire
Retirement Benefit has been paid, the remaining portion of your Retirement
Benefit will continue in the same form and for the same period as you originally
elected. In any case, payments will continue to be made at least as rapidly as
such payments were being made prior to your death.

If you fail to designate an alternate Beneficiary, or your alternate Beneficiary
does not survive you, the benefit payable from this Plan as a result of your
death will be payable to your Surviving Spouse. If you have no Surviving Spouse,
the death benefit will be paid to your estate.

If the value of your account is $5,000 or less, death benefits will be
distributed to your Beneficiary without your Beneficiary's consent as soon as
practicable following your death.

FORMS OF BENEFIT:

The normal form of payment with respect to your vested account balance under
this Plan is a lump sum. If your account balance is $5,000 or less, you will
receive a lump sum distribution as soon as feasible following the date you
terminated employment. If your account balance is greater than $5,000, you (and
your spouse, if applicable) must give written consent before the distribution
can be made.

An optional form of payment with respect to your vested account balance is
installments payable in cash or in kind, or part in cash and part in kind over a
period not to exceed your expected future lifetime, or the joint expected future
lifetime (based on actuarial tables) of you and your spouse.

If you transferred money from a prior plan, another form of benefit may be
available. You should consult with your tax advisor regarding those options.

You may request that all or part of any taxable distribution you receive from
the Plan, other than an annuity, installments paid over 10 or more years, or
required distributions after age 70 1/2, be rolled over directly from the
Trustees to the trustee or custodian of an eligible retirement plan. For this
purpose, an "eligible retirement plan" includes an individual retirement account
or annuity, or your new employer's qualified plan, if the plan accepts
rollovers. The Plan Administrator will notify you if any amount to be
distributed to you is an eligible rollover distribution. Special tax withholding
rules apply to any portion of the eligible rollover distribution which is not
rolled over directly to an eligible retirement plan.

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TOP-HEAVY DEFINED:

A plan becomes Top-Heavy when 60% or more of the Plan's assets are allocated to
Key Employees. Key Employees are certain owners or officers of your Employer. If
the Plan becomes Top-Heavy certain rules apply.

TOP-HEAVY RULES:

A minimum contribution will be required to Non-Key Employees. This contribution
is the lesser of:

*    three percent (3%) of Compensation; or

*    the largest percentage of Compensation contributed by the Employer on
     behalf of Key Employees.

*    If you are a Participant in more than one plan maintained by your Employer,
     you may not be entitled to minimum benefits in more than one plan.

VESTING SCHEDULE FOR TOP-HEAVY:

Vesting schedule outlined earlier will apply.

ROLLOVERS OR TRANSFERS:

*    You must submit a written request to your Plan Administrator, who will
     determine whether a rollover or transfer is acceptable;

*    You may make such a contribution to this Plan prior to being eligible for
     the Plan;

*    Any amount rolled over or transferred to this Plan cannot include personal
     IRA contributions;

*    Prior to making a rollover or transfer, you should consult with your tax
     advisor.

BREAK IN SERVICE:

A Break in Service occurs in a Plan Year during which you have completed less
than 501 Hours of Service for your Employer, except in the following
circumstances:

*    You fail to complete the required Hours of Service due to death, disability
     or retirement;

*    You are on an authorized leave of absence, including a maternity or
     paternity leave. A maternity or paternity leave of absence is one due to
     pregnancy, the birth or adoption of a child, or the care of a child after
     birth or adoption.

*    You are absent on military leave and you return to work within 90 days of
     your release from military duty or any longer period during which your
     reemployment rights are protected by law.

Your Plan Administrator will be required to credit you with enough Hours of
Service (but not more than 501 hours) to prevent you from incurring a Break in
Service if you are on an authorized leave of absence.

If you have already completed more than 500 Hours of Service in the Plan Year in
which your absence begins, your Plan Administrator will credit you with 501
Hours of Service in the following Plan Year, solely to avoid your incurring a
Break in Service.

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If you are reemployed after you incur a Break in Service and you were vested
when you terminated employment, you will be immediately eligible for the Plan
and you will be vested at the same percentage as when you left.

If you are reemployed after you incur a Break in Service and you were not vested
when you terminated employment, you will lose credit for Years of Service you
completed prior to your termination if your absence is longer than five years.

If you are reemployed within five years after you incur a Break in Service, and
you received a full or partial distribution, you may return as a Participant at
the same vested percentage as when you left, provided you repay the amount
distributed to you within five years of the date you are reemployed. After
repayment, your account balance will be restored to its original amount as
though there had been no distribution and any amount forfeited when you left
will be replaced by your Employer.

If you terminate service prior to becoming a Participant in the Plan, you will
be treated as a new employee upon reemployment. To participate, you must meet
the eligibility requirements.

QUALIFIED DOMESTIC RELATIONS ORDERS:

As a general rule, your account balance may not be assigned. This means that
your accounts cannot be sold, used as collateral for a loan, given away, or
otherwise transferred. In addition, your creditors may not attach, garnish or
otherwise interfere with your account.

An exception to this general rule is a "qualified domestic relations order" or
QDRO. A QDRO is a court order that can require the Plan Administrator to pay a
portion of your account balance to your former spouse, child or other dependent.

PLAN AMENDMENT OR TERMINATION:

Your Employer reserves the right to amend the Plan at any time. However, no
amendment can deprive you of any vested benefits.

Your Employer also reserves the right to terminate the Plan. If the Plan is
terminated, you will be 100% vested in your total account balance under the
Plan.

                            STATEMENT OF ERISA RIGHTS

As a Participant in the Plan, you are entitled to certain rights and protection
under the Employee Retirement Income Security Act of 1974 (ERISA). Your Employer
may not fire you or discriminate against you to prevent you from obtaining a
benefit from the Plan or exercising your rights under ERISA.

ERISA provides that all Plan Participants shall be entitled to:

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*    Examine, without charge, at your Plan Administrator's office, all Plan
     documents, insurance contracts, if any, and copies of all documents filed
     by your Plan with the U. S. Department of Labor, such as annual reports and
     Plan descriptions.

*    Obtain copies of all Plan documents and other Plan information upon written
     request to your Plan Administrator. Your Plan Administrator may impose a
     reasonable charge for the copies.

*    Receive a summary of the Plan's annual financial report. Your Plan
     Administrator is required by law to provide each Participant with a copy of
     the Plan's Summary Annual Report.

*    Obtain an annual statement telling you whether you have a right to receive
     a benefit under the Plan, and if so, what your benefits would be if you
     stop working for your Employer now. If you do not have a right to a benefit
     under the Plan, the statement must tell you how many years you have to work
     to get a benefit under the Plan. The Plan may require a written request for
     this statement, but it must be provided free of charge.

*    File suit in Federal court if any materials requested are not received
     within 30 days of your request unless the materials were not sent because
     of matters beyond the control of your Plan Administrator. The court may
     require your Plan Administrator to pay you up to $110 per day for each
     day's delay until the materials are received by you.

In addition to creating rights for Plan participants, ERISA imposes obligations
upon the persons who are responsible for the operation of the Plan. These
persons are referred to as "fiduciaries". Fiduciaries must act solely in the
interest of Plan Participants and Beneficiaries and must exercise prudence in
the performance of their plan duties. Fiduciaries who do not comply with ERISA
may be removed and required to make good any losses they have caused the Plan.

If Plan fiduciaries are misusing the Plan's assets, as a Participant in the
Plan, you have the right to file suit in a Federal court or to request
assistance from the U.S. Department of Labor. If you are successful in your
lawsuit, the court may require the other party to pay your legal costs,
including attorney's fees. If you are unsuccessful in your lawsuit, or the court
finds your action frivolous, the court may order you to pay these costs and
fees.

                                CLAIMS PROCEDURES

When you terminate employment, you must complete a form that notifies the Plan
Administrator that you are making a claim for benefits. Your Employer has a
supply of these forms. Ideally this form should be completed on or before your
final day of work. This way, your Employer can send your claim for benefits
right away for processing.

If, after your claim for benefits is processed, you have questions or disagree
with the calculation of your benefit, you must notify the Plan Administrator in
writing. The Plan Administrator will, within 90 days (or within 180 days if
special circumstances exist) notify you in writing of its decision. If your
claim for a Plan benefit is denied in whole or in part, you must receive a
written explanation of the reason for the denial. That notification will
include:

1.   How your benefit was calculated;

2.   The specific reason that your claim is denied (in whole or in part) if it
     is denied;

3.   Specific references to Plan provisions on which the denial is based;

4.   A description of any additional material or information necessary for you
     to perfect your claim and an explanation of why such information is
     necessary;

5.   An explanation of the Plan's claim review procedure.

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Within 60 days after you receive notice of the denial of part or your entire
claim for benefits, you may file a written appeal with the Plan Administrator.
You may seek representation by an attorney or other representation of your
choosing. You may submit written and oral evidence and arguments in support of
your claim. You may review all relevant documents. The Plan Administrator
generally makes a final decision within 60 days of your appeal. The Plan
Administrator's decision will include the specific reasons for its decision and
specific references to Plan provisions on which the decision is based.

                      PENSION BENEFIT GUARANTY CORPORATION

The type of Plan your Employer has adopted is a defined contribution plan.
Therefore, the Plan is NOT subject to or insured by the Pension Benefit Guaranty
Corporation (PBGC).

If you have any questions about this statement or about your rights under ERISA,
you should contact the nearest Area Office of the U.S. Department of Labor
Management Services Administration, Department of Labor.