0001104659-05-009987 Sample Contracts

DEVELOPMENT AGREEMENT MAIN ST. CALIFORNIA, INC. Date: March 15, 2004
Development Agreement • March 8th, 2005 • Main Street Restaurant Group, Inc. • Retail-eating places • Texas

This Development Agreement is entered into as of the 15th day of March, 2004 with an effective date of January 1, 2004 by and between TGI Friday’s Inc., a New York corporation (“Friday’s”), with its principal place of business located at 4201 Marsh Lane, Carrollton, Texas, 75007, and Main St. California, Inc., an Arizona corporation (“Developer”), with its principal place of business located at 5050 North 40th Street, Suite 200, Phoenix, Arizona 85018 and its Principals (as defined herein below).

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CALIFORNIA DEVELOPMENT INCENTIVE AGREEMENT
California Development Incentive Agreement • March 8th, 2005 • Main Street Restaurant Group, Inc. • Retail-eating places

This CALIFORNIA DEVELOPMENT INCENTIVE AGREEMENT (this “Agreement”) is entered this 15 day of March, 2004 but effective as of January 1, 2004 (the “Effective Date”), by and among TGI Friday’s Inc. (“Friday’s”), Main St. California, Inc. (the “Franchisee”), and Main Street and Main Incorporated (the “Principal”).

Mr. Michael Garnreiter
Compensation Agreement • March 8th, 2005 • Main Street Restaurant Group, Inc. • Retail-eating places
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
Development Agreement • March 8th, 2005 • Main Street Restaurant Group, Inc. • Retail-eating places

This First Amendment to Development Agreement (this “Amendment”) is entered into effective as of February 17, 2005, (the “Effective Date”), by and between TGI Friday’s Inc. (“Friday’s”), and Main St. California, Inc. (“Developer”).

Mr. William G. Shrader 11160 E Gold Dust Ave Scottsdale, Arizona 85259 Dear Bill,
Compensation Agreement • March 8th, 2005 • Main Street Restaurant Group, Inc. • Retail-eating places

On behalf of MAIN STREET RESTAURANT GROUP, INC (MSRG). I am pleased to summarize your compensation agreement as President and CEO.

GENERAL RELEASE AND RETIREMENT SEPARATION AGREEMENT
Retirement Separation Agreement • March 8th, 2005 • Main Street Restaurant Group, Inc. • Retail-eating places

This General Release and Retirement Separation Agreement (“Retirement Separation Agreement”) is entered into between Bart A. Brown, Jr. (“Brown”) and MAIN STREET AND MAIN INCORPORATED (“Main Street”) (jointly referred to as “the parties”).

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