NOTE (FLOATING RATE WITH CONVERSION OPTION)


          BAY VIEW FRANCHISE MORTGAGE ACCEPTANCE COMPANY LOAN PROGRAM

                            SECURED PROMISSORY NOTE
                                       OF

     NAME OF BORROWER:   MAIN STREET AND MAIN INCORPORATED,
                         a Delaware corporation; and
                         MAIN ST. CALIFORNIA, INC., an Arizona
                         corporation

     NAME OF FRANCHISOR: TGI Friday's, Inc.

     STORE NO.:          1917

Greenwich, Connecticut

DATE OF NOTE: February 28, 2000

  AS USED HEREIN, THE FOLLOWING TERMS SHALL HAVE THE MEANINGS SET FORTH BELOW:

PRINCIPAL AMOUNT:          $2,549,000.00

MATURITY DATE:             March 1, 2015

INITIAL INTEREST RATE:     8.63%

INITIAL STATED PAYMENT
AMOUNT:                    $25,475.74

AMORTIZATION TERM:         a period of 180 months commencing on the first day of
                           the first month following the date  of this Note  (or
                           on  the  date of  this Note,  if the  first day  of a
                           month).

FLOOR RATE:                7.63% [Initial  Interest Rate minus one hundred basis
                           points]

CAPPED RATE:               12.63% [Initial Interest Rate plus four hundred basis
                           points]

MARGIN                     2.75%

         This  note  (the  "NOTE")  is the Note  described  in,  and  issued  in
connection with, the Pledge and Security  Agreement (the "SECURITY  AGREEMENT"),
dated as of the date hereof and  executed by the  undersigned  Borrower (if more
than one,  collectively  and jointly and
<PAGE>
severally,  "BORROWER")  in  favor  of Bay View  Franchise  Mortgage  Acceptance
Company, a California  corporation,  its successors and assigns "BVFMAC").  This
Note evidences  Borrower's  obligation to pay the Principal Amount with interest
and all other charges as provided herein (the "LOAN"). Capitalized terms used in
this Note and  defined  above or  elsewhere  herein  shall have the  meanings so
ascribed.  All terms not otherwise  defined in this Note shall have the meanings
ascribed to such terms in the  Security  Agreement.  The Note is entitled to the
benefits of and is secured by the pledge,  liens,  security,  title,  rights and
security  interests  granted  under the  Security  Agreement  and the other Loan
Documents,  as the same may be amended,  supplemented  or renewed,  from time to
time.  The  Loan  may be  sold,  pledged,  collaterally  assigned,  transferred,
delivered  or  otherwise  disposed  of from  time to time by  Secured  Party (as
defined below) in its absolute and sole discretion.

         The term  "SECURED  PARTY" of the Loan  initially  means and  refers to
BVFMAC and following any sale, transfer or assignment of the Loan all references
to "Secured Party" shall mean and refer to the Person to whom the Loan Documents
are sold, transferred or assigned.

         The term "DEBT" shall mean and refer to the unpaid  Principal Amount of
this Note  together with all interest  accrued and unpaid  thereon and all other
sums  outstanding  under  this Note and each  other Loan  Document  executed  in
connection with the Loan.

     1.  PRINCIPAL  AMOUNT:  By  executing  this  Note and for  value  received,
Borrower promises to pay to the order of Secured Party the Principal Amount plus
interest (as provided in Section 3) and all other charges, either (x) in full at
such time as this Note is  prepaid  (see  Section  5  below),  accelerated  (see
Section  6  below)  or  matures  (see  Section  2  below),  or  (y)  in  monthly
installments  from the date of the first  Payment Date (as defined in Section 4A
below) through and including the Maturity Date.

     2.  MATURITY  DATE:  The Principal  Amount,  together with interest and all
other amounts outstanding under the Loan Documents, if not sooner paid, shall be
due and payable in full on the Maturity Date.

     3.  INTEREST:  Interest  will be charged,  and Borrower  agrees to pay such
interest,  at the then Applicable Interest Rate (as defined below) on the unpaid
Principal  Amount  outstanding,  from time to time.  Interest  shall be computed
daily and  payable  monthly in  arrears  on the basis of a 360-day  year and the
actual  number of days  elapsed  with  respect to any payment  period.  Upon the
occurrence  of an Event of Default,  after  maturity or after  judgment has been
rendered on this Note, the unpaid Principal Amount together with all accrued but
unpaid interest and all other charges shall, at the option of the Secured Party,
bear interest at a rate (the "DEFAULT RATE") which is five (5) percentage points
greater than the then Applicable  Interest Rate. The term  "APPLICABLE  INTEREST
RATE" shall mean (i) prior to the Fixed Rate  Conversion (as defined  below),  a
rate per annum  equal to (a) the Initial  Interest  Rate from the date hereof to
but excluding the first Rate Adjustment Date (hereinafter  defined),  or (b) the
applicable Libor Indexed Rate (hereinafter defined) from and including the first
Rate Adjustment Date to but

                                      -2-
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excluding the Maturity Date, subject to adjustment as hereinafter set forth, and
(ii) subsequent to the Fixed Rate Conversion,  the Fixed Rate as defined in, and
as determined by Secured Party pursuant to, Section 3B below.

     A.   FLOATING RATE OF INTEREST:

          (i)  For purposes of  calculating  the floating rate of interest,  the
               term  "LIBOR   INDEXED  RATE"  shall  mean  the  rate  per  annum
               determined  solely by Secured  Party,  effective  as of each Rate
               Adjustment Date, and shall be equal to the sum of (i) the Margin,
               plus (ii) the Reference Rate  (hereinafter  defined) in effect on
               the Rate Adjustment  Date. The term "RATE  ADJUSTMENT DATE" shall
               mean the  first  day of each  month  following  the date  hereof,
               commencing  on the  second  such date (or  first  such  date,  if
               funding occurs on the first day of a month).  Notwithstanding the
               foregoing,  the Libor  Indexed  Rate shall never be less than the
               Floor Rate or greater  than the Capped  Rate.  In no event  shall
               Borrower's interest payable,  contracted for, charged or received
               under or in connection  with this Note exceed the maximum rate or
               amount of interest  permitted  by  applicable  law (see Section 8
               below).

          (ii) On each Rate  Adjustment  Date,  Secured Party will determine the
               Libor  Indexed Rate by adding the Margin to the  Reference  Rate.
               The term  "REFERENCE  RATE"  shall mean the rate set forth as the
               London Interbank  Offered Rate (LIBOR) for a one month period, as
               published in the "Money Rates"  column (or any  successor  column
               thereto)  of the "Credit  Markets"  page (or any  successor  page
               thereto)  of THE WALL  STREET  JOURNAL in New York  City,  on the
               second  business day preceding such Rate  Adjustment  Date (or if
               THE WALL STREET JOURNAL in New York City is not published on such
               date, the next preceding date on which THE WALL STREET JOURNAL in
               New York City is  published),  subject to correction in the event
               Secured Party shall  determine  that the  published  rate was the
               result of  typographical  or similar error. In the event that THE
               WALL STREET JOURNAL in New York City ceases publication or ceases
               to publish a one month LIBOR rate,  Secured  Party shall,  in its
               sole discretion, select a comparable publication to determine the
               Reference Rate and provide notice thereof to Borrower.

         (iii) In the event that Secured Party shall be prohibited by applicable
               law,  rules or  regulations  from pricing loans with reference to
               London Interbank  Offered Rates,  or the London

                                       -3-
<PAGE>
               Interbank  market shall cease to operate or its rates shall cease
               to be  generally  published,  Secured  Party  shall,  in its sole
               discretion,  determine an alternative  means for establishing the
               Reference Rate.

     B.   FIXED RATE  CONVERSION.  The  Borrower  may,  at any time prior to the
          third  anniversary date of this Note,  convert the interest rate under
          this Note from a floating  rate per annum to a Fixed Rate (as  defined
          below)  in  the  manner   hereinafter   set  forth  (the  "FIXED  RATE
          CONVERSION").  If the  Borrower  desires  to  exercise  the Fixed Rate
          Conversion, then Borrower must make a written request to Secured Party
          (a "CONVERSION  REQUEST") for a Conversion  Offer (as defined  below),
          which Conversion Offer shall be delivered by Secured Party to Borrower
          within ten business days after its receipt of the  Conversion  Request
          subject to the following;

          (i)  neither  the  Borrower  nor  any of its  Affiliates  shall  be in
               default of, or delinquent  with respect to (a) any Obligations to
               Secured Party,  or (b) any of the terms,  covenants or provisions
               of the Loan Documents;

          (ii) the Borrower shall have delivered to Secured Party, together with
               the Conversion Request,  its financial  statements dated not more
               than 60 days prior to the date of the Conversion  Request,  which
               financial statements must be in the form required pursuant to the
               Loan  Documents  and must be  otherwise  satisfactory  to Secured
               Party;

         (iii) Borrower shall have delivered to Secured Party, together with the
               Conversion Request,  evidence  satisfactory to Secured Party that
               Borrower  remains a franchisee in good standing in the Franchisor
               system of which  Borrower is a franchisee  and of which the Store
               is a part on the date of this Note;

          (iv) there shall have been no late fees or penalties  assessed against
               the Borrower by the Secured Party during the  consecutive  twelve
               month  time  period  that  immediately  precedes  the  Conversion
               Request;

          (v)  Secured  Party must then be in the  business of making fixed rate
               loans of the type  requested to franchisee  borrowers in the same
               Franchisor  system of which the Borrower and the Store are a part
               as of the date of this Note.  Additionally,  the Borrower and the
               Store must qualify for such fixed rate loan under Secured Party's
               then existing underwriting guidelines;

          (vi) at  Secured  Party's  election,  Secured  Party may  obtain a new
               appraisal of the  Collateral  from an appraiser  satisfactory  to

                                      -4-
<PAGE>
               Secured  Party,  at  Borrower's  sole  cost  and  expense,  which
               appraisal shall be satisfactory to Secured Party in all respects;
               and

         (vii) Borrower shall pay all of Secured Party's out of pocket costs and
               expenses  arising  out of or in  connection  with the Fixed  Rate
               Conversion,   including,  without  limitation,   attorney's  fees
               (collectively, the "CONDITIONS PRECEDENT").

          Within  ten days  after  completion  of all  Conditions  Precedent  to
     Secured Party's  satisfaction,  Secured Party shall send to the Borrower an
     offer (the  "CONVERSION  OFFER"),  which  Conversion  Offer shall state the
     Fixed Rate (as defined below),  the Conversion Fee (as defined below),  and
     any other terms and conditions that may be imposed by Secured Party, in its
     discretion.  The  Borrower  must  accept  the  Conversion  Offer,  pay  the
     Conversion  Fee and satisfy any other  conditions  imposed by Secured Party
     within the time period and in the manner set forth in the Conversion Offer.
     Provided that the Borrower  timely accepts the Conversion  Offer,  pays the
     Conversion  Fee and satisfies any other  conditions in accordance  with the
     terms of the Conversion  Offer, then the Fixed Rate Conversion shall become
     effective on the first day of the second month  following  Secured  Party's
     receipt  of  the  Borrower's   acceptance  of  the  Conversion  Offer  (the
     "CONVERSION  DATE").  The term  "FIXED  RATE" shall mean the rate per annum
     determined by Secured Party to be its then current prevailing fixed rate of
     interest  for  comparable  loans for which a borrower has paid a comparable
     Conversion Fee. The term "CONVERSION FEE" shall mean an amount equal to one
     percent (1.0%) of the  outstanding  Principal  Amount as of the date of the
     Conversion Request.  Determination of the Fixed Rate and the Conversion Fee
     by  Secured  Party  shall be  conclusive  in all  respects.  The Fixed Rate
     Conversion may only be exercised once.

     4. FORM, PLACE AND TIMING OF PAYMENTS: Borrower agrees to make all payments
under  this Note to the order of  Secured  Party in lawful  money of the  United
States of America and in immediately available funds, at such place or places as
Secured  Party may  designate  from time to time.  All payments  under this Note
shall be made via automated clearing house (ACH) payment,  or at the election of
Secured Party, by such other method or methods  (including,  but not limited to,
check,  wire transfer or certified  funds) as Secured  Party may designate  from
time to time.

     A.   AMOUNT OF PAYMENTS:

          (i)  On the date of  funding,  Borrower's  first  payment  (the "FIRST
               PAYMENT")  is  due.  The  First  Payment  equals  the  sum of (x)
               interest  payable  from  the  date of the  funding  of this  Note
               through and  including the last day of the month in which funding
               occurs  (unless  funding  has  occurred  on the  first day of the
               month,  in which case said  interest is payable as a

                                      -5-
<PAGE>
               component  of "(y)"  below) and (y) the  Initial  Stated  Payment
               Amount.

          (ii) Commencing on the first day of the third full month following the
               month in which funding  occurs (or on the first day of the second
               full month  following  funding if funding occurs on the first day
               of a month) and on the first day of each month (each,  a "PAYMENT
               DATE")   thereafter,   to  and   including  the  earlier  of  the
               acceleration,  prepayment or Maturity Date of this Note, Borrower
               agrees to pay the Stated Payment Amount (hereinafter  described).
               The Stated Payment Amount shall equal the sum of (x) amortization
               of the Principal Amount based upon the Amortization Term, and (y)
               interest on the Principal  Amount  outstanding  from time to time
               computed at the  Applicable  Interest  Rate.  All payments of the
               Stated Payment Amount under this Note will be applied as provided
               in Section 4D. Upon any  adjustment  of the  Applicable  Interest
               Rate or upon the completion of the Fixed Rate Conversion,  as set
               forth in Section 3 hereof,  Secured  Party  shall  recompute  the
               Stated  Payment  Amount and the new Stated  Payment  Amount shall
               become  effective  (1) at all  times  prior  to  the  Fixed  Rate
               Conversion,  on the first day of the month immediately  following
               such rate adjustment  (or, if the adjustment  occurs on the first
               day of a month, the adjustment shall become effective on the date
               such  adjustment  occurs),  or (2)  subsequent  to the Fixed Rate
               Conversion,  on the first day of the month immediately  following
               the Conversion Date.

         (iii) If the Amortization Term is equal to the period commencing on the
               first  day of the  month  following  the  month in which  funding
               occurs (or on the date of funding, if funding occurs on the first
               day of a month)  and  ending on the  Maturity  Date of this Note,
               then the entire  Principal Amount of this Note is scheduled to be
               fully amortized on the Maturity Date. If the Amortization Term is
               longer than the period  commencing  on the first day of the month
               following  the month in which  funding  occurs (or on the date of
               funding,  if  funding  occurs on the  first  day of a month)  and
               ending  on the  Maturity  Date  of this  Note,  then  the  entire
               Principal  Amount  of this  Note  is not  scheduled  to be  fully
               amortized on the Maturity  Date.  In the event that the Principal
               Amount is not  scheduled  to be fully  amortized  on the Maturity
               Date,  then  Borrower's  Stated Payment Amount due for payment on
               the Maturity  Date shall  include and  Borrower  agrees to pay an
               amount (a "BALLOON  PAYMENT") equal to the unpaid and outstanding
               Principal

                                      -6-
<PAGE>
               Amount of this Note  together with any and all interest and other
               charges accrued and unpaid on such date.

          B.  TIMING OF  PAYMENTS:  Whenever a payment to be made under the Note
becomes  due and payable on a Saturday,  Sunday,  legal  holiday or on a date on
which banking institutions located in the State of Connecticut are authorized or
required to close,  such payment shall be made on the next  succeeding  business
day, provided, however that interest shall continue to accrue until paid.

          C. LATE  PAYMENT  CHARGE:  If Secured  Party has not received the full
amount of any payment due on any Payment Date, Borrower agrees to pay to Secured
Party, promptly on demand, as liquidated damages, a late payment charge of $500.

          D. APPLICATION:  All payments made under this Note and all prepayments
shall,  at the option of the Secured Party,  be applied in the following  order:
(i) to all costs and expenses  incurred by the Secured Party arising out of this
Note and the other Loan Documents, (ii) to accrued and unpaid interest, (iii) to
the  Prepayment  Fee (as defined in Section 5, below) to the extent then due and
unpaid,  (iv) to all other  charges  assessed by the Secured  Party  against the
Borrower  pursuant  to this Note and the other  Loan  Documents,  and (v) to the
unpaid and outstanding Principal Amount.

     5. PREPAYMENTS:

          A. NOTE PREPAYABLE IN FULL:  Borrower may prepay this Note in full but
not in part on any Payment Date.  Borrower  understands  that any  prepayment in
full that is remitted pursuant to this Section 5A shall require the payment of a
Prepayment  Fee  calculated  in  accordance  with Section 5B below.  If Borrower
elects  to  prepay  this  Note in full,  then  the  Borrower  agrees  to pay the
Prepayment Amount more  particularly  described in Section 5B below and Borrower
must notify  Secured  Party in writing of such election and agrees to specify in
such notice the proposed date for prepayment (the "PREPAYMENT DATE") (which date
shall not be less than  thirty  (30) days nor more than sixty (60) days from the
date of said notice). Secured Party will notify Borrower within twenty (20) days
of its receipt of such notice from Borrower of the estimated  Prepayment  Amount
payable on the proposed  Prepayment Date. Once given, the prepayment  notice may
not be  rescinded  and  prepayment  becomes  mandatory.  In no event  shall  the
Borrower be released  from the  obligation  to pay any  regular  Stated  Payment
Amount(s) due prior to the Prepayment Date regardless of the Borrower's delivery
of any prepayment notice.

          B. AMOUNT DUE WITH PREPAYMENT IN FULL: The amount due (the "PREPAYMENT
AMOUNT") on any Prepayment Date for the prepayment in full of this Note is equal
to the sum of (i) all unpaid late payment processing fees and unreimbursed costs
and expenses then outstanding, (ii) all accrued and unpaid interest on this Note
through the Prepayment Date, (iii) the "Prepayment Fee" (as defined below), (iv)
the  amount  required  pursuant  to  Section  5D  below,  if  any,  and  (v) the
outstanding  Principal  Amount on such Prepayment  Date. Prior to the Fixed Rate
Conversion,  the term

                                      -7-
<PAGE>
"Prepayment  Fee"  shall  mean an  amount  equal  to a fixed  percentage  of the
Principal   Amount,   which  amount  shall  be  calculated  by  multiplying  the
outstanding  Principal  Amount  as of the  Prepayment  Date  by  the  applicable
percentage  multiplier  set forth below.  The applicable  percentage  multiplier
shall be  determined  by the number of FULL  calendar  months that have  elapsed
between the date of this Note and the date when the prepayment will be made:

     If prepayment occurs during                                  The percentage
     the following months:                                        multiplier is:
     ---------------------------                                  --------------

     1-12 full calendar months after the date of this Note              4.0%
     13-24     "                 "                                      3.0%
     25-36     "                 "                                      2.0%
     37-48     "                 "                                      2.0%
     49 full calendar months or later                                   1.0%

          Subsequent to the Fixed Rate  Conversion,  the term  "PREPAYMENT  FEE"
shall mean the amount  calculated by Secured Party pursuant to its then existing
prepayment guidelines for comparable fixed rate loans.

          C.  APPLICABILITY OF PREPAYMENT  AMOUNT.  The Prepayment  Amount shall
apply not only in the case of voluntary  prepayment,  but also in the event that
this Note  becomes  due and payable in full by reason of  acceleration  upon the
occurrence  of  an  Event  of  Default  or  otherwise;  provided,  however,  the
Prepayment  Fee  shall  NOT  apply  (i)  solely  by  reason  of the  Fixed  Rate
Conversion,  or (ii) in the event that,  during the first thirty-six (36) months
of the Loan Term,  the Loan is refinanced by Secured Party for an amount that is
greater than the Principal  Amount.  Any such  refinancing  of the Loan shall be
subject to, among other  things,  Secured  Party's then  existing  financial and
underwriting  guidelines and Secured Party makes no representation as to whether
any such  refinancing  shall be available  to the  Borrower.  Borrower  shall be
liable for the payment of all fees, costs and expenses  associated with any such
refinancing.  In the event  that this Note  becomes  due and  payable in full by
reason of acceleration  upon the occurrence of an Event of Default or otherwise,
then the  Prepayment  Fee  shall be  calculated  as of the date of the  Event of
Default or other event or  condition  permitting  or causing  acceleration,  and
until paid in full shall accrue interest at the Default Rate. Whether prepayment
is voluntary or involuntary,  in no event shall the amount of the Prepayment Fee
or the method of  calculating  the  Prepayment  Fee result in a reduction of the
outstanding  Principal Amount,  accrued and unpaid interest or other amounts due
as of the date of prepayment.  Absent material and manifest  error,  the Secured
Party's  determination  of the Prepayment Fee shall be binding and conclusive on
the Borrower and anyone else having an interest in the determination.

          D.  ADDITIONAL  PREPAYMENT  FEE:  In the event  that a  prepayment  is
permitted  on a day other than a Payment  Date,  a  prepayment  is required as a
result of an acceleration under Section 6 below or Borrower fails to prepay on a
Prepayment  Date after  notification to the Secured Party and such prepayment or
failure to prepay results

                                      -8-
<PAGE>
in a loss  (including  lost profit),  cost or expense to the Secured Party,  the
Secured  Party shall notify the Borrower of the amount  thereof and the Borrower
shall immediately pay such amount to the Secured Party.

     6. ACCELERATION:  Upon the occurrence of an Event of Default, other than an
Event of Default described in Section 7.2 of the Security Agreement,  and at any
time thereafter if any Event of Default shall be continuing,  Secured Party may,
from time to time in its discretion, by written notice to Borrower,  declare the
Debt and any other  Obligations  to be  immediately  due and payable and Secured
Party may  pursue  its  remedies  against  Borrower  and the  personal  and real
property that secures  Borrower's  obligation to pay the Debt, from time to time
and in such order as Secured  Party  shall  determine.  In the event an Event of
Default  described in Section 7.2 of the  Security  Agreement  occurs,  the Debt
shall  become  immediately  due and payable  without  presentment  or demand for
payment,  notice of  nonpayment,  protest,  demand or notice of any kind, all of
which is expressly waived by Borrower.  If the Debt shall become immediately due
and payable for any reason whatsoever, Borrower will also be required to pay the
Prepayment  Fee pursuant to Section 5. Interest shall accrue at the Default Rate
and all unpaid late charges shall also be immediately due and payable.  Borrower
agrees  that upon the  occurrence  and  during  the  continuance  of an Event of
Default,  Borrower  will  pay all  reasonable  costs of  collection  (including,
without limitation, reasonable attorneys' fees and disbursements, whether or not
a suit is  commenced),  which amounts shall be added to the Principal  Amount of
this Note and will bear interest at the Default Rate.

     7. WAIVERS AND SPECIAL  AGREEMENTS:  BORROWER HEREBY MAKES AND ACKNOWLEDGES
THAT IT MAKES ALL OF THE WAIVERS AND SPECIAL AGREEMENTS ("WAIVERS") SET FORTH IN
THIS NOTE KNOWINGLY, INTENTIONALLY,  VOLUNTARILY, WITHOUT DURESS, AND ONLY AFTER
EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF SUCH WAIVERS WITH ITS ATTORNEY.

          A. WAIVERS:  To the extent  permitted by applicable law,  Borrower and
any and all obligors,  sureties,  guarantors  and endorsers of this Note and all
other  parties  now  or  hereafter  liable  hereon  jointly  and  severally  (i)
acknowledge  that  the  transaction  of which  this  Note is a part is part of a
commercial transaction, (ii) waive any and all (from time to time) (a) rights to
notice  and  hearing  under  any  state  or  federal  law  with  respect  to any
prejudgment remedy which the Secured Party may desire to use, from time to time,
(b) grace, diligence,  demand,  presentment for payment,  protest, notice of any
kind  (including,  notice to  sureties,  disclosure  of facts  which  materially
increase risks,  notice of protest,  acceptance,  liability,  suit,  demand,  or
action,  dishonor,  payment or nonpayment,  protest,  intention to accelerate or
acceleration,  extension or  renewal),  surety  defenses of any kind  (including
defenses  relating  to  impairment  of  recourse,  release  or  modification  of
underlying   obligation,   extension  of  time,   impairment  of  collateral  or
nondisclosure),  rights of  appraisal  of any  security  or  collateral  for any
obligation or  guaranteed  obligation  and diligence in collecting  and bringing
suit  against  any  party,  and (c) right to notice and  hearing  allowed by any
applicable state or federal

                                      -9-
<PAGE>
law with respect to any prejudgment remedy which the Secured Party may desire to
use;  and (iii) agree (a) to all  extensions  of any  obligation  or  guaranteed
obligations (including rescheduling and recalculation of amortization), in whole
or in part, from time to time, or any partial payments,  with or without notice,
before or after  maturity,  (b) to any one or more  substitutions,  exchanges or
releases of any or all security, now or hereafter given for any obligation,  (c)
to any and all releases,  from time to time,  of any and all parties  primarily,
secondarily or otherwise liable for any obligation or guaranteed obligation, (d)
that it is not (and at no time will be)  necessary  for  Secured  Party,  or any
other holder,  transferee,  obligee or  beneficiaryof  any note or obligation or
guaranteed obligation (or any interest therein)  (collectively,  "OBLIGEE"),  in
order to enforce  such note or  obligation,  to first  institute or exhaust such
Person's remedies against any borrower or other Person or against any collateral
or other security for such note or obligation,  and (e) any delay in exercising,
failure to exercise,  or non-exercise (or partial exercise),  from time to time,
by Secured Party or any Obligee of any  obligation  or guaranteed  obligation of
any rights or remedies (or to insist upon strict performance) in any one or more
instances  shall not  constitute a waiver  thereof (or preclude full exercise or
insistence upon strict performance  thereof) in that or any other instance,  and
any single  exercise of any such  Person's  right or remedies in any one or more
instances shall not preclude full exercise in any other instance.

          B. SPECIAL AGREEMENTS.

               (i)  It is understood  and agreed that Secured Party may take any
                    action or actions as set forth in Section  7A,  from time to
                    time,  without the consent of or notice to Borrower  without
                    incurring  responsibility to Borrower, and without impairing
                    or releasing  the  obligations  of  Borrower.  It is further
                    understood  that this Note,  the Security  Agreement and the
                    other Loan  Documents  may be freely  sold,  transferred  or
                    otherwise  assigned  without the consent of or notice to the
                    Borrower.

               (ii) WAIVERS OF  SUBROGATION,  INDEMNIFICATION  AND OTHER CLAIMS:
                    BORROWER HEREBY  IRREVOCABLY WAIVES AND AGREES NOT TO ASSERT
                    ANY RIGHT OF SETOFF  AND ANY CLAIM (AS  DEFINED IN 11 U.S.C.
                    SECTION 101),  INCLUDING,  WITHOUT LIMITATION,  ANY CLAIM OF
                    SUBROGATION,  REIMBURSEMENT,  EXONERATION,  CONTRIBUTION  OR
                    INDEMNIFICATION, THAT BORROWER MAY NOW OR HEREAFTER MAY HAVE
                    AGAINST  SECURED  PARTY,   ITS   AFFILIATES,   STOCKHOLDERS,
                    OFFICERS,  DIRECTORS,  EMPLOYEES, AGENTS AND REPRESENTATIVES
                    AND ANY OTHER BORROWER, OR ANY SECURITY HELD BY OR AVAILABLE
                    TO SECURED  PARTY  FROM ANY OTHER  BORROWER  OR THE  PAYMENT
                    THEREOF  BECAUSE  OF  ANY  PAYMENTS  OR  TRANSFERS  MADE  BY
                    BORROWER,

                                      -10-
<PAGE>
                    OR ANY PAYMENT OR TRANSFER  WHICH  BORROWER IS  OBLIGATED TO
                    MAKE, FOR ANY REASON. The provisions of this section are for
                    the benefit of Secured Party, its affiliates,  stockholders,
                    officers, directors,  employees, agents and representatives,
                    may be  specifically  and  separately  enforced by each such
                    Person, and shall survive indefinitely.

              (iii) WAIVER  OF  TRIAL  BY JURY  AND  APPRAISAL  RIGHT.  BORROWER
                    HEREBY IRREVOCABLY AND  UNCONDITIONALLY  WAIVES, AND SECURED
                    PARTY  BY  ITS  ACCEPTANCE  OF  THIS  NOTE  IRREVOCABLY  AND
                    UNCONDITIONALLY  WAIVES, ANY AND ALL RIGHTS TO TRIAL BY JURY
                    IN ANY ACTION,  SUIT OR  COUNTERCLAIM  ARISING IN CONNECTION
                    WITH,  OUT OF OR OTHERWISE  RELATING TO THIS NOTE.  BORROWER
                    HEREBY FURTHER WAIVES ANY AND ALL RIGHTS BORROWER MAY NOW OR
                    HEREAFTER HAVE TO AN APPRAISAL OF ANY SECURITY OR COLLATERAL
                    FOR BORROWER'S OBLIGATIONS HEREUNDER.

     8. LIMITATION ON INTEREST.  NOTWITHSTANDING  ANY OTHER PROVISION HEREOF, IN
NO  EVENT  SHALL  THE  AMOUNT  OR  RATE OF  INTEREST  (INCLUDING  TO THE  EXTENT
APPLICABLE ANY DEFAULT RATE INTEREST OR LATE PAYMENT CHARGE) PAYABLE, CONTRACTED
FOR,  CHARGED OR RECEIVED  UNDER OR IN CONNECTION  WITH THIS NOTE,  FROM TIME TO
TIME  OR FOR  WHATEVER  REASON,  EXCEED  THE  MAXIMUM  RATE OR  AMOUNT,  IF ANY,
SPECIFIED BY APPLICABLE LAW. If from any circumstances whatsoever fulfillment of
any  provision  hereof or of such other Loan  Documents  or other  documents  or
obligations  at the time  performance  of such  provision  shall  be due,  shall
involve  transcending the limit of validity prescribed by law, then, ipso facto,
the  obligation to be fulfilled  shall be reduced to the limit of such validity,
and if from any such circumstance the Secured Party shall ever receive an amount
deemed  interest by applicable  law which shall exceed the highest  lawful rate,
such amount which would be excessive  interest shall be applied to the reduction
of the  Principal  Amount owing  hereunder or on account of any other  principal
indebtedness of the Borrower to the Secured Party and not to payment of interest
or if such excessive interest exceeds the unpaid Principal Amount and such other
indebtedness  or if the  Secured  Party is  prohibited  by  applicable  law from
applying such excessive  interest to the reduction of the Principal Amount or on
account of any other  principal  indebtedness  of the  Borrower  to the  Secured
Party,  the excess shall be refunded to Borrower.  All sums paid or agreed to be
paid by the Borrower for the use,  forbearance or detention of the  indebtedness
of  the  Borrower  to the  Secured  Party  shall,  to the  extent  permitted  by
applicable law, be amortized, prorated, allocated and spread throughout the full
term of such  indebtedness  until  payment  in full so that the  actual  rate of
interest on account of such indebtedness is uniform  throughout the term hereof.
The terms and provisions of this section shall control and supersede every other

                                      -11-
<PAGE>
provisions of all  agreements  between the Borrower an the Secured Party and all
obligations of Borrower to the Secured Party.

     9.  CALCULATIONS OF AMOUNTS DUE ON CONVERSION,  PREPAYMENT OR ACCELERATION.
All  determinations  of  applications  of  payments  under  Section  4D and  all
calculations of amounts due on conversion,  prepayment or  acceleration  will be
made by Secured Party (or its agent or representative)  and Borrower agrees that
all such  determinations  and calculations will be conclusive and binding absent
manifest error.

     10. TIME IS OF THE ESSENCE.  For all payments to be made and obligations to
be performed under this Note, time is of the essence.

     11.  SEVERABILITY.  Whenever  possible this Note and each provision  hereof
shall be  interpreted in such manner as to be effective,  valid and  enforceable
under applicable law. If and to the extent that any such provision shall be held
invalid and  uneforceable by any court of competent  jurisdiction,  such holding
shall not invalidate or render  unenforceable any other provisions  hereof,  and
any determination  that the application of any provision hereof to any person or
under any  circumstance  is  illegal  and  unenforceable  shall not  affect  the
legality,  validity and enforceability of such provision as it may be applied to
any other person or in any other circumstance.

     12.  MISCELLANEOUS.  The Note  and the  other  loan  documents  are  freely
assignable  in whole or in part,  from time to time,  by Secured  Party,  in its
absolute  and sole  discretion,  without the consent of the Borrower and without
notice to the  Borrower  and  Secured  Party may grant  participation  interests
herein.  Without  limiting the foregoing,  Borrower  understands and agrees that
Secured  Party may sell,  pledge,  grant a security  interest  in,  collaterally
assign, transfer,  deliver or otherwise dispose of the Note and Borrower's other
Loan Documents (or any interest therein,  or its rights and powers  thereunder),
from  time to  time,  and may do so in  connection  with the  Securitization  or
otherwise.  Borrower  may only  assign the Note and the  rights and  obligations
under the Note in full but not in part,  (i) with the prior  written  consent of
Secured Party,  (ii) only to Persons that, in Secured  Party's sole  discretion,
meet Secured Party's  underwriting  criteria,  and (iii) then only in accordance
with the Security  Agreement  and upon  payment to Secured  Party of the amounts
required  thereunder  and a fee in an  amount  equal  to 1% of  the  outstanding
Principal Amount on the date of any such assignment plus all expenses (including
lawyers  fees  and  disbursements)  incurred  by  Secured  Party  in  connection
therewith. For all payments to be made and obligations to be performed under the
Note,  time is of the essence.  Whenever  possible  the Note and each  provision
hereof  shall be  interpreted  in such  manner  as to be  effective,  valid  and
enforceable  under  applicable law. If and to the extent that any such provision
shall be held invalid and unenforceable by any court of competent  jurisdiction,
such holding shall not invalidate or render  unenforceable  any other provisions
hereof,  and any  determination  that the application of any provision hereof to
any person or under any  circumstance  is illegal  and  unenforceable  shall not
affect the legality,  validity and enforceability of such provision as it may be
applied  to any other  person  or in any  other  circumstance.  All  rights  and
remedies provided in the Note, the Security Agreement,  any

                                      -12-
<PAGE>
Loan  Document  or any law  shall be  available  to  Secured  Party and shall be
cumulative.  The  Note  shall be  binding  upon  Borrower,  its  successors  and
permitted  assigns  and to the  extent  permitted  by  applicable  law  shall be
governed  by  and  construed  in  accordance  with  the  laws  of the  State  of
Connecticut,  without reference to choice of law principles;  provided, however,
that the laws of the State (as defined in the Security  Agreement)  shall govern
any foreclosure  remedies of Secured Party. THE NOTE CONTAINS WAIVERS OF VARIOUS
RIGHTS AND DEFENSES,  INCLUDING (WITHOUT  LIMITATION)  WAIVERS OF RIGHTS OF JURY
TRIAL AND APPRAISAL AS SET FORTH IN SECTION 7 HEREOF.  THIS DOCUMENT IS INTENDED
TO TAKE EFFECT AS A SEALED INSTRUMENT.

     13. CONSENT TO  JURISDICTION.  The Borrower hereby consents that any action
or  proceeding  against the  Borrower in  connection  with this Note or the Loan
Documents may, at Secured Party's discretion, be commenced and maintained in any
court within the State of Connecticut or in the United States District Court for
the District of Connecticut.  In such event, the Borrower agrees that the courts
of the  State of  Connecticut  and the  United  States  District  Court  for the
District of  Connecticut  shall have  jurisdiction  with  respect to the subject
matter  hereof and the person of the  Borrower.  The Borrower  hereby waives the
requirement of personal service of the summons and complaint or other process or
papers issued in any action or proceeding  against  Borrower  under this Note or
the Loan  Documents  and agrees that service of such summons and  complaint,  or
other process or papers may, at Secured  Party's  option,  be made by regular or
certified mail  addressed to the Borrower at the  respective  address(es) of the
Borrower set forth herein.  The Borrower agrees not to assert any defense to any
action or proceeding  initiated in any courts of the State of  Connecticut or in
the United  States  District  Court for the District of  Connecticut  by Secured
Party based upon improper venue or inconvenient  forum. It is hereby agreed that
service of process on Borrower may be made on any manager,  officer, director or
agent for service of process. The Borrower agrees that any action brought by the
Borrower shall be commercial and maintained only in a court of federal  judicial
district  or  county  in  which  Secured  Party  has  a  place  of  business  in
Connecticut. Nothing contained in this section shall be interpreted or construed
in any way to limit the right of  Secured  Party to:  (i) serve  process  in any
other  manner or on any other  person or entity  (including  without  limitation
personal  service  and  service on the  Secretary  of State of  Connecticut,  if
applicable)  and/or  (ii) bring any action or  proceeding  in courts  other than
courts of the State of Connecticut  and the United States District Court for the
District of Connecticut.

     14. LIABILITY.  The liability under this Note of all Persons,  if more than
one, constituting Borrower shall be joint and several.

     15. CROSS-COLLATERALIZATION AND CROSS-DEFAULT.  The Debt is cross-defaulted
with  (i)  all  indebtedness  now or  hereafter  owed  by the  Borrower  and its
Affiliates to the Secured Party,  and/or (ii) all indebtedness  that exceeds the
aggregate amount of $50,000 and that is now or hereafter owed by Borrower to any
other  Person,  including,  without  limitation,  all  loan  agreements,  notes,
mortgages,  deeds of trust and any other  documents,  instruments and agreements
that now or hereafter  evidence,  secure and/or

                                      -13-
<PAGE>
guarantee  any  such  indebtedness.   The  security  for  the  Debt  is  further
cross-collateralized  with the security for all other  loans,  if any,  that are
being advanced to the Borrower by the Secured Party.

     16. USE OF PROCEEDS.  The Borrower  acknowledges  receipt of a copy of this
Note and  attests  that the  proceeds  of this  Note are to be used for  general
commercial  purposes and that no part of such proceeds will be used, in whole or
in part,  for  purchasing  or  carrying  any "margin  security"  as such term is
defined in Regulation U of the Board of Governors of the Federal Reserve System.

         IN WITNESS WHEREOF,  this Secured  Promissory Note has been executed as
of the date first written above.

                                      MAIN STREET AND MAIN INCORPORATED


                                      By: /s/ James Yeager
                                          --------------------------------
                                          Name:  James Yeager
                                          Title: Vice President - Finance


                                      MAIN ST. CALIFORNIA, INC.


                                      By: /s/ James Yeager
                                          --------------------------------
                                          Name:  James Yeager
                                          Title: Vice President - Finance


                                      ADDRESS: 5050 North 40th Street
                                               Suite 200
                                               Phoenix, AZ 85018

                                      -14-
<PAGE>
Pay to the order of  ____________________________________,  a _________________,
without recourse.


Dated: ____________________, ____.


                                      BAY VIEW FRANCHISE MORTGAGE ACCEPTANCE
                                      COMPANY, a California corporation


                                      By: /s/ Liana Morris
                                          --------------------------------
                                          Name: Liana Morris
                                          Title: Loan Closer

                                      -15-