MAIN STREET RESTAURANT GROUP, INC.
EXHIBIT 10.44
<DOCUMENT>
<TYPE>EX-10.44
<SEQUENCE>4
<FILENAME>a5010987ex10_44.txt
<DESCRIPTION>EXHIBIT 10.44
<TEXT>

                                                                   Exhibit 10.44

                                               ---------------------------------
                                                        Execution Version
                                               ---------------------------------

                               GUARANTY AGREEMENT

     THIS GUARANTY  AGREEMENT (this "Guaranty  Agreement"),  dated as of October
31,  2005,  is made by EACH OF THE  UNDERSIGNED  AND EACH OTHER PERSON WHO SHALL
BECOME A PARTY  HERETO BY  EXECUTION  OF A GUARANTY  JOINDER  AGREEMENT  (each a
"Guarantor"  and  collectively  the  "Guarantors")  to BANK OF AMERICA,  N.A., a
national banking association organized and existing under the laws of the United
States, as administrative agent (in such capacity,  the "Administrative  Agent")
for each of the lenders  (the  "Lenders"  now or  hereafter  party to the Credit
Agreement defined below (collectively with the Administrative Agent, and certain
other  Persons  parties  to Related  Credit  Arrangements  as more  particularly
described in Section 19 hereof,  the "Secured  Parties").  All capitalized terms
used but not otherwise  defined herein shall have the meanings  ascribed to such
terms in the Credit Agreement.

                              W I T N E S S E T H:
                               -------------------

     WHEREAS,  the  Secured  Parties  have  agreed  to  provide  to Main  Street
Restaurant Group, Inc. (the "Borrower")  certain credit facilities,  including a
term  loan  facility  and  revolving  credit  facility  with a letter  of credit
sublimit  pursuant to the terms of that  certain  Credit  Agreement  dated as of
October 31, 2005, among the Borrower,  the Administrative  Agent and the Lenders
(as from time to time amended,  revised,  modified,  supplemented or amended and
restated, the "Credit Agreement"); and

     WHEREAS,  each Guarantor is,  directly or  indirectly,  a Subsidiary of the
Borrower and will materially benefit from the Loans made and to be made, and the
Letters of Credit issued and to be issued, under the Credit Agreement; and

     WHEREAS,  each Guarantor is required to enter into this Guaranty  Agreement
pursuant to the terms of the Credit Agreement; and

     WHEREAS, a material part of the consideration  given in connection with and
as an inducement  to the  execution and delivery of the Credit  Agreement by the
Secured  Parties was the  obligation of the Borrower to cause each  Guarantor to
enter into this  Guaranty  Agreement,  and the Secured  Parties are unwilling to
extend and  maintain the credit  facilities  provided  under the Loan  Documents
unless the Guarantors enter into this Guaranty Agreement;

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
contained herein, the parties hereto agree as follows:

     1.   Guaranty.    Each    Guarantor    hereby    jointly   and   severally,
unconditionally,  absolutely,  continually  and  irrevocably  guarantees  to the
Administrative  Agent for the  benefit of the  Secured  Parties  the payment and
performance in full of the Guaranteed  Liabilities (as defined  below).  For all
purposes of this Guaranty  Agreement,  "Guaranteed  Liabilities"  means: (a) the
Borrower's  prompt  payment in full,  when due or  declared  due and at all such
times,  of all  Obligations  and all other amounts  pursuant to the terms of the
Credit Agreement, the Notes, and all other Loan Documents heretofore,  now or at
any time or times hereafter owing,  arising, due or payable from the Borrower to
any one or more of the Secured Parties, including principal,  interest, premiums
and fees (including,  but not limited to, loan fees and reasonable fees, charges
and disbursements of counsel ("Attorney Costs"); (b) the Borrower's prompt, full


                                       1

<PAGE>


and faithful performance,  observance and discharge of each and every agreement,
undertaking,  covenant and provision to be performed,  observed or discharged by
the Borrower under the Credit Agreement, the Notes and all other Loan Documents;
and (c) the prompt payment in full by each Loan Party,  when due or declared due
and at all such times, of obligations  and liabilities now or hereafter  arising
under Related Credit  Arrangements.  The Guarantors'  obligations to the Secured
Parties under this Guaranty Agreement are hereinafter  collectively  referred to
as  the   "Guarantors'   Obligations"   and,  with  respect  to  each  Guarantor
individually, the "Guarantor's Obligations".  Notwithstanding the foregoing, the
liability  of  each  Guarantor  individually  with  respect  to its  Guarantor's
Obligations  shall be limited to an aggregate amount equal to the largest amount
that would not render  its  obligations  hereunder  subject to  avoidance  under
Section 548 of Title 11 of the United States Code (the "Bankruptcy  Code"),  any
successor or replacement statute or provision,  or any comparable  provisions of
any applicable state law.

     Each  Guarantor  agrees  that it is jointly  and  severally,  directly  and
primarily  liable  (subject  to  the  limitation  in the  immediately  preceding
sentence) for the Guaranteed Liabilities.

     The  Guarantors'  Obligations are secured by various  Security  Instruments
referred to in the Credit Agreement,  including without  limitation the Security
Agreement  (and  any  Security  Joinder   Agreement),   the  Mortgages  and  the
Assignments of Lease.

     2.   Payment.  If the Borrower  shall default in payment or  performance of
any of the Guaranteed  Liabilities,  whether principal,  interest,  premium, fee
(including,  but not limited to, loan fees and Attorney  Costs),  or  otherwise,
when and as the same shall become due, and after  expiration  of any  applicable
grace  period,  whether  according  to the  terms of the  Credit  Agreement,  by
acceleration, or otherwise, or upon the occurrence and during the continuance of
any  Event  of  Default  under  the  Credit  Agreement,  then  any or all of the
Guarantors will, upon demand thereof by the  Administrative  Agent, fully pay to
the Administrative Agent, for the benefit of the Secured Parties, subject to any
restriction on each  Guarantor's  Obligations set forth in Section 1 hereof,  an
amount equal to all the Guaranteed Liabilities then due and owing.

     3.   Absolute Rights and Obligations. This is a guaranty of payment and not
of collection.  The Guarantors'  Obligations under this Guaranty Agreement shall
be joint and  several,  absolute  and  unconditional  irrespective  of, and each
Guarantor hereby expressly  waives,  to the extent permitted by law, any defense
to its obligations under this Guaranty Agreement and all Security Instruments to
which it is a party by reason of:

          (a)  any lack of legality,  validity or  enforceability  of the Credit
     Agreement, of any of the Notes, of any other Loan Document, or of any other
     agreement or  instrument  creating,  providing  security  for, or otherwise
     relating  to any  of the  Guarantors'  Obligations,  any of the  Guaranteed
     Liabilities,  or any other  guaranty of any of the  Guaranteed  Liabilities
     (the Loan  Documents and all such other  agreements and  instruments  being
     collectively referred to as the "Related Agreements");

          (b)  any  action  taken  under  any of  the  Related  Agreements,  any
     exercise of any right or power therein  conferred,  any failure or omission
     to enforce any right  conferred  thereby,  or any waiver of any covenant or
     condition therein provided;


                                       2

<PAGE>


          (c)  any  acceleration  of the  maturity  of  any  of  the  Guaranteed
     Liabilities,  of the Guarantor's  Obligations of any other Guarantor, or of
     any other obligations or liabilities of any Person under any of the Related
     Agreements;

          (d)  any  release,  exchange,  non-perfection,  lapse  in  perfection,
     disposal,  deterioration in value, or impairment of any security for any of
     the Guaranteed  Liabilities,  for any of the Guarantor's Obligations of any
     Guarantor,  or for any other obligations or liabilities of any Person under
     any of the Related Agreements;

          (e)  any  dissolution  of the  Borrower or any  Guarantor or any other
     party to a Related  Agreement,  or the combination or  consolidation of the
     Borrower or any Guarantor or any other party to a Related Agreement into or
     with  another  entity or any transfer or  disposition  of any assets of the
     Borrower or any Guarantor or any other party to a Related Agreement;

          (f)  any extension  (including without  limitation  extensions of time
     for payment),  renewal,  amendment,  restructuring  or restatement  of, any
     acceptance of late or partial  payments  under, or any change in the amount
     of any  borrowings or any credit  facilities  available  under,  the Credit
     Agreement, any of the Notes or any other Loan Document or any other Related
     Agreement, in whole or in part;

          (g)  the existence, addition, modification,  termination, reduction or
     impairment  of  value,  or  release  of any  other  guaranty  (or  security
     therefor) of the Guaranteed  Liabilities  (including without limitation the
     Guarantor's  Obligations  of any other  Guarantor and  obligations  arising
     under any other Guaranty now or hereafter in effect);

          (h)  any waiver of,  forbearance or indulgence under, or other consent
     to any change in or departure  from any term or provision  contained in the
     Credit Agreement,  any other Loan Document or any other Related  Agreement,
     including  without  limitation  any  term  pertaining  to  the  payment  or
     performance of any of the Guaranteed  Liabilities,  any of the  Guarantor's
     Obligations  of  any  other  Guarantor,   or  any  of  the  obligations  or
     liabilities of any party to any other Related Agreement;

          (i)  any other  circumstance  whatsoever (with or without notice to or
     knowledge  of any  Guarantor)  which  may or might in any  manner or to any
     extent vary the risks of such Guarantor,  or might  otherwise  constitute a
     legal or equitable  defense  available  to, or discharge  of, a surety or a
     guarantor,  including without limitation any right to require or claim that
     resort be had to the Borrower or any other Loan Party or to any  collateral
     in respect of the Guaranteed Liabilities or Guarantors' Obligations.

It is the express  purpose and intent of the parties  hereto that this  Guaranty
Agreement  and the  Guarantors'  Obligations  hereunder  and under each Guaranty
Joinder  Agreement  shall  be  absolute  and  unconditional  under  any  and all
circumstances and shall not be discharged except by payment as herein provided.

Each Guarantor  understands and acknowledges  that if the  Administrative  Agent
forecloses  judicially or nonjudicially  against any real property  security for
the Borrowers' Liabilities, that foreclosure could impair or destroy any ability
that  each   Guarantor  may  have  to  seek   reimbursement,   contribution   or


                                       3

<PAGE>


indemnification  from the Borrower or others  based on any right such  Guarantor
may have of subrogation, reimbursement,  contribution or indemnification for any
amounts paid by such  Guarantor  under this Guaranty  Agreement.  Each Guarantor
further understands and acknowledges that in the absence of this Section 3, such
potential  impairment or destruction  of such  Guarantor's  rights,  if any, may
entitle such Guarantor to assert a defense to this Guaranty  Agreement  based on
Section 580d of the California  Code of Civil  Procedure as interpreted in Union
Bank v. Gradsky, 265 Cal.App.2d 40 (1968). By executing this Guaranty Agreement,
each  Guarantor  freely,   irrevocably  and  unconditionally:   (i)  waives  and
relinquishes  that defense and agrees that such  Guarantor  will be fully liable
under this Guaranty Agreement even though the Administrative Agent may foreclose
judicially  or  nonjudicially   against  any  real  property  security  for  the
Guaranteed  Liabilities;  (ii) agrees that such  Guarantor  will not assert that
defense in any action or  proceeding  which any  Secured  Party may  commence to
enforce this Guaranty  Agreement;  (iii) acknowledges and agrees that the rights
and defenses waived by such Guarantor under this Guaranty  Agreement include any
right or defense  that such  Guarantor  may have or be entitled to assert  based
upon or arising out of any one or more of Sections  580a,  580b,  580d or 726 of
the California Code of Civil  Procedure or Section 2848 of the California  Civil
Code; and (iv)  acknowledges  and agrees that the Secured Parties are relying on
this  waiver in  extending  credit to the  Borrower,  and that this  waiver is a
material part of the  consideration  which the Secured Parties are receiving for
such credit  extensions.  Without limiting the foregoing,  each Guarantor hereby
waives all rights and defenses  arising out of an election of remedies by any of
the  Secured  Parties,  even  though  that  election  of  remedies,  such  as  a
nonjudicial  foreclosure with respect to the security held by the Administrative
Agent for the Guaranteed  Liabilities,  has destroyed such Guarantor's rights of
subrogation and  reimbursement  against the Borrower by the operation of Section
580d of the California Code of Civil Procedure.

Without  limiting  the  generality  of  the  foregoing,  to the  fullest  extent
permitted by law, each  Guarantor  waives any and all other defenses or benefits
that may be derived from or afforded by applicable law limiting the liability of
or exonerating  guarantors or sureties,  or which may conflict with the terms of
this Guaranty  Agreement,  including  any rights and defenses  available to each
Guarantor by reason of Sections 2787 to 2855, inclusive, of the California Civil
Code  and any  and all  benefits  that  otherwise  might  be  available  to such
Guarantor under  California  Civil Code Sections 1432,  2809,  2810, 2815, 2819,
2839, 2845, 2849, 2850, 2899 and 3433.

Each  Guarantor  waives all rights and defenses that such  Guarantor may have in
the event that the  Guaranteed  Liabilities  shall be secured by real  property.
This means, among other things:

          (i)  The Secured Parties may collect from such Guarantor without first
     foreclosing  on any real or  personal  property  collateral  pledged by the
     Borrower.

          (ii) If the  Administrative  Agent  forecloses  on any  real  property
     collateral pledged by the Borrower:

               (A)  The amount of the Guaranteed Liabilities may be reduced only
          by the price  for which  that  collateral  is sold at the  foreclosure
          sale, even if the collateral is worth more than the sale price.


                                       4

<PAGE>


               (B)  The Secured  Parties may collect from such Guarantor even if
          the  Administrative   Agent,  by  foreclosing  on  the  real  property
          collateral, has destroyed any right such Guarantor may have to collect
          from the Borrower.

This  Section 3 is an  unconditional  and  irrevocable  waiver of any rights and
defenses each  Guarantor may have in the event that the  Guaranteed  Liabilities
shall be secured by real property.  These rights and defenses  include,  but are
not limited to, any rights or defenses based upon Section 580a,  580b,  580d, or
726 of the California Code of Civil Procedure.

Each  Guarantor  also  waives any right or defense it may have at law or equity,
including  California  Code of Civil  Procedure  Section  580a, to a fair market
value hearing or action to determine a deficiency judgment after a foreclosure.

Each Guarantor also waives and agrees not to assert or take advantage of (a) the
provisions of Arizona Revised Statutes ss.ss. 12-1641 through 12-1646 inclusive,
44-142 and 47-3605, Rule 17(f) of the Arizona Rules of Civil Procedure,  and any
similar or analogous other  statutory or common laws or procedural  rules of any
jurisdiction  relevant to each Guarantor,  indemnitors,  sureties,  co-makers or
accommodation  parties; (b) any right to require the Administrative Agent or any
Lender to proceed against the Borrower or any other person or entity, to proceed
against or exhaust any security held by the  Administrative  Agent or any Lender
at  any  time  for  the  Obligations  or to  pursue  any  other  remedy  in  the
Administrative  Agent's or any  Lender's  power  before  proceeding  against any
Guarantor;  (c) any defense of any statute of limitations  which may be asserted
by the  Borrower;  (d) any defense  that may arise by reason of the  incapacity,
lack of authority, death, disability, dissolution or termination of, involvement
in any bankruptcy or reorganization  proceeding by, or other similar  occurrence
or happening  with respect to, the Borrower or any  successor in interest to the
Borrower with respect to any of the collateral for the Obligations; (e) any "one
action"  or  "anti-deficiency"  law or any  other  law  which  may  prevent  the
Administrative  Agent or any Lender from bringing any action,  including a claim
for  deficiency,  against  any  Guarantor,  before or after  the  Administrative
Agent's or any Lender's  commencement or completion of any  foreclosure  action,
either  judicially  or by  exercise  of a power of  sale;  (f) any  election  of
remedies by the  Administrative  Agent or any Lender which destroys or otherwise
adversely affects any Guarantor's  subrogation  rights or such Guarantor's right
to proceed against the Borrower for reimbursement, including without limitation,
any loss of rights of any  Guarantor  may suffer by reason of any law  limiting,
qualifying,  or discharging  the  Indebtedness;  or (g) any right to receive any
demand or any  notice,  including  any notice of any Event of Default  under the
Loan Documents.

As provided below,  this Guaranty  Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York. The foregoing waivers and
provisions  of this  Guaranty  Agreement  as to  matters of  California  law are
included  solely out of an abundance  of caution,  and shall not be construed to
mean that any of the above  referenced  provisions of California  law are in any
way applicable to this Guaranty Agreement or the Guaranteed Liabilities.

No provision or waiver in this Guaranty Agreement shall be construed as limiting
the  generality  of any other  provision or waiver  contained  in this  Guaranty
Agreement.


                                       5

<PAGE>


     4.   Currency and Funds of Payment.  All  Guarantors'  Obligations  will be
paid in lawful  currency  of the  United  States of America  and in  immediately
available funds, regardless of any law, regulation or decree now or hereafter in
effect that might in any manner affect the Guaranteed Liabilities, or the rights
of any Secured Party with respect  thereto as against the Borrower,  or cause or
permit to be invoked any alteration in the time,  amount or manner of payment by
the Borrower of any or all of the Guaranteed Liabilities.

     5.   Events of  Default.  Without  limiting  the  provisions  of  Section 2
hereof,  in the event  that  there  shall  occur and be  continuing  an Event of
Default, then notwithstanding any collateral or other security or credit support
for the  Guaranteed  Liabilities,  at the  Administrative  Agent's  election and
without notice thereof or demand  therefor,  the Guarantors'  Obligations  shall
immediately be and become due and payable.

     6.   Subordination.   Until  this  Guaranty   Agreement  is  terminated  in
accordance  with  Section  22  hereof,  each  Guarantor  hereby  unconditionally
subordinates  all present and future debts,  liabilities or  obligations  now or
hereafter owing to such Guarantor (i) of the Borrower, to the payment in full of
the  Guaranteed  Liabilities,  (ii) of  every  other  Guarantor  (an  "obligated
guarantor"),  to the  payment  in full of the  Guarantors'  Obligations  of such
obligated   guarantor,   and  (iii)  of  each  other  Person  now  or  hereafter
constituting  a Loan Party,  to the payment in full of the  obligations  of such
Loan Party owing to any Secured  Party and arising  under the Loan  Documents or
the Related Credit Arrangements.  All amounts due under such subordinated debts,
liabilities,   or  obligations   shall,  upon  the  occurrence  and  during  the
continuance  of an Event of  Default,  be  collected  and,  upon  request by the
Administrative  Agent, paid over forthwith to the  Administrative  Agent for the
benefit of the Secured  Parties on account of the  Guaranteed  Liabilities,  the
Guarantors' Obligations,  or such other obligations,  as applicable,  and, after
such request and pending such payment,  shall be held by such Guarantor as agent
and bailee of the  Secured  Parties  separate  and apart  from all other  funds,
property and accounts of such Guarantor.

     7.   Suits.   Each   Guarantor   from  time  to  time   shall  pay  to  the
Administrative  Agent for the benefit of the Secured Parties,  on demand, at the
Administrative  Agent's  place of business set forth in the Credit  Agreement or
such other  address as the  Administrative  Agent  shall give  notice of to such
Guarantor,  the Guarantors'  Obligations as they become or are declared due, and
in the event such payment is not made forthwith,  the  Administrative  Agent may
proceed  to  suit  against  any one or  more  or all of the  Guarantors.  At the
Administrative  Agent's election, one or more and successive or concurrent suits
may be brought hereon by the Administrative Agent against any one or more or all
of the Guarantors,  whether or not suit has been commenced against the Borrower,
any other Guarantor,  or any other Person and whether or not the Secured Parties
have taken or failed to take any other  action to collect  all or any portion of
the Guaranteed  Liabilities or have taken or failed to take any actions  against
any  collateral  securing  payment or  performance  of all or any portion of the
Guaranteed Liabilities,  and irrespective of any event, occurrence, or condition
described in Section 3 hereof.

     8.   Set-Off and Waiver.  Each Guarantor waives any right to assert against
any Secured Party as a defense, counterclaim, set-off, recoupment or cross claim
in respect of its Guarantor's  Obligations,  any defense (legal or equitable) or
other claim which such  Guarantor may now or at any time  hereafter have against
the Borrower or any or all of the Secured Parties without waiving any additional


                                       6

<PAGE>


defenses,  set-offs,  counterclaims or other claims otherwise  available to such
Guarantor.  Each Guarantor  agrees that each Secured Party shall have a lien for
all the Guarantor's  Obligations upon all deposits or deposit  accounts,  of any
kind,  or any  interest in any  deposits or deposit  accounts,  now or hereafter
pledged,  mortgaged,  transferred or assigned to such Secured Party or otherwise
in the  possession or control of such Secured Party for any purpose  (other than
solely for safekeeping) for the account or benefit of such Guarantor,  including
any balance of any deposit  account or of any credit of such  Guarantor with the
Secured  Party,  whether  now  existing  or  hereafter  established,  and hereby
authorizes  each  Secured  Party  from and after the  occurrence  of an Event of
Default at any time or times with or without prior notice to apply such balances
or any  part  thereof  to such of the  Guarantor's  Obligations  to the  Secured
Parties then due and in such amounts as provided for in the Credit  Agreement or
otherwise as they may elect. For the purposes of this Section 8, all remittances
and property  shall be deemed to be in the possession of a Secured Party as soon
as the same may be put in transit to it by mail or carrier or by other bailee.

     9.   Waiver of Notice; Subrogation.

          (a)  Each  Guarantor  hereby  waives to the  extent  permitted  by law
     notice of the  following  events or  occurrences:  (i)  acceptance  of this
     Guaranty Agreement; (ii) the Lenders' heretofore,  now or from time to time
     hereafter making Loans and issuing Letters of Credit and otherwise  loaning
     monies or giving or extending  credit to or for the benefit of the Borrower
     or any other Loan Party, or otherwise  entering into  arrangements with any
     Loan Party giving rise to Guaranteed  Liabilities,  whether pursuant to the
     Credit  Agreement  or the  Notes or any  other  Loan  Document  or  Related
     Agreement or any  amendments,  modifications,  or supplements  thereto,  or
     replacements or extensions  thereof;  (iii) presentment,  demand,  default,
     non-payment,  partial  payment  and  protest;  and  (iv) any  other  event,
     condition,  or  occurrence  described in Section 3 hereof.  Each  Guarantor
     agrees that each Secured Party may heretofore, now or at any time hereafter
     do any or all of the foregoing in such manner,  upon such terms and at such
     times as each Secured  Party,  in its sole and absolute  discretion,  deems
     advisable, without in any way or respect impairing,  affecting, reducing or
     releasing  such  Guarantor  from  its  Guarantor's  Obligations,  and  each
     Guarantor  hereby  consents  to each  and all of the  foregoing  events  or
     occurrences.

          (b)  Each Guarantor  hereby agrees that payment or performance by such
     Guarantor of its Guarantor's  Obligations under this Guaranty Agreement may
     be enforced by the  Administrative  Agent on behalf of the Secured  Parties
     upon  demand by the  Administrative  Agent to such  Guarantor  without  the
     Administrative  Agent being required,  such Guarantor  expressly waiving to
     the  extent  permitted  by  law  any  right  it may  have  to  require  the
     Administrative  Agent,  to (i)  prosecute  collection or seek to enforce or
     resort to any remedies  against the Borrower or any other  Guarantor or any
     other guarantor of the Guaranteed  Liabilities,  or (ii) seek to enforce or
     resort to any remedies  with respect to any  security  interests,  Liens or
     encumbrances  granted  to the  Administrative  Agent or any Lender or other
     party to a Related  Agreement by the Borrower,  any other  Guarantor or any
     other  Person on  account of the  Guaranteed  Liabilities  or any  guaranty
     thereof, IT BEING EXPRESSLY UNDERSTOOD,  ACKNOWLEDGED AND AGREED TO BY SUCH
     GUARANTOR  THAT DEMAND  UNDER THIS  GUARANTY  AGREEMENT  MAY BE MADE BY THE
     ADMINISTRATIVE   AGENT,   AND  THE  PROVISIONS   HEREOF   ENFORCED  BY  THE
     ADMINISTRATIVE  AGENT,  EFFECTIVE AS OF THE FIRST DATE ANY EVENT OF DEFAULT
     OCCURS AND IS CONTINUING UNDER THE CREDIT AGREEMENT.


                                       7

<PAGE>


          (c)  Each  Guarantor  further  agrees  with  respect to this  Guaranty
     Agreement  that it  shall  have no  right  of  subrogation,  reimbursement,
     contribution  or  indemnity,  nor any right of recourse to security for the
     Guaranteed  Liabilities unless and until 93 days immediately  following the
     Facility Termination Date (as defined below) shall have elapsed without the
     filing or  commencement,  by or  against  any Loan  Party,  of any state or
     federal action,  suit,  petition or proceeding seeking any  reorganization,
     liquidation  or other relief or  arrangement in respect of creditors of, or
     the  appointment  of a  receiver,  liquidator,  trustee or  conservator  in
     respect  to,  such Loan  Party or its  assets.  This  waiver  is  expressly
     intended  to  prevent  the  existence  of any  claim  in  respect  to  such
     subrogation,  reimbursement,  contribution  or indemnity  by any  Guarantor
     against  the estate of any other Loan Party  within the  meaning of Section
     101 of the Bankruptcy Code, in the event of a subsequent case involving any
     other Loan Party. If an amount shall be paid to any Guarantor on account of
     such rights at any time prior to termination of this Guaranty  Agreement in
     accordance  with the provisions of Section 22 hereof,  such amount shall be
     held in trust for the benefit of the Secured Parties and shall forthwith be
     paid to the  Administrative  Agent, for the benefit of the Secured Parties,
     to be  credited  and  applied  upon the  Guarantors'  Obligations,  whether
     matured or unmatured,  in accordance with the terms of the Credit Agreement
     or  otherwise  as the Secured  Parties may elect.  The  agreements  in this
     subsection shall survive  repayment of all of the Guarantors'  Obligations,
     the  termination  or expiration  of this Guaranty  Agreement in any manner,
     including  but not limited to  termination  in  accordance  with Section 22
     hereof, and occurrence of the Facility Termination Date.

          (d)  Notwithstanding  the provisions of Arizona  Revised  Statutes ss.
     12-1643 or any other statutory or common law or procedural  rule, until the
     Obligations has been paid in full and the Administrative  Agent and each of
     the Lenders have no further  obligation  to make any advance under the Loan
     Documents:   (a)  no  Guarantor  shall  have  a  right  of  subrogation  or
     reimbursement with respect to any of the Obligations,  any security for any
     portion of the Obligations or any remedy of the Administrative Agent or any
     Lender  to  collect  any  of the  Obligations,  regardless  of any  payment
     directly or indirectly made by any Guarantor  pursuant to the provisions of
     this  Guaranty or otherwise;  and (b) no  Guarantors  shall have a right of
     contribution  against any other  guarantor or pledgor;  provided,  however,
     that no  Guarantor  shall  acquire  rights of the nature  described in this
     sentence if and to the extent that the  acquisition  or  ownership  of such
     rights would cause the Administrative Agent or any Lender to become subject
     to a voidable preference period, in any bankruptcy proceeding involving any
     Guarantor,  the Borrower or any of their  affiliates,  of greater  duration
     than would have  applied to the  Administrative  Agent or any Lender in the
     absence of such  rights.  To the extent  that the  foregoing  waiver of the
     rights of subrogation,  reimbursement  or contribution  are determined by a
     court of competent jurisdiction to be void or voidable for any reason, each
     Guarantor agrees that its rights of subrogation and  reimbursement  against
     the  Borrower  and against any  collateral  or security  will be junior and


                                       8

<PAGE>


     subordinate to the Administrative  Agent's and each Lender's rights against
     the Borrower and to the  Administrative  Agent's and each  Lender's  right,
     title and interest in such  collateral  or security,  and each  Guarantor's
     right of  contribution  against  any other  guarantor  or pledgor  shall be
     junior and  subordinate  to the  Administrative  Agent's and each  Lender's
     rights against such other guarantor or pledgor. Each Guarantor acknowledges
     that the Administrative Agent and each Lender do not and shall not make any
     representation  or  warranty  of any  nature  as to the  existence,  value,
     priority or  non-impairment  of any such rights or any such  security,  and
     waives any and all claims thereto.

     10.  Effectiveness;   Enforceability.  This  Guaranty  Agreement  shall  be
effective  as of the date first above  written and shall  continue in full force
and effect until termination in accordance with Section 22 hereof.  Any claim or
claims  that the  Secured  Parties  may at any time  hereafter  have  against  a
Guarantor  under this Guaranty  Agreement may be asserted by the  Administrative
Agent on behalf of the  Secured  Parties  by  written  notice  directed  to such
Guarantor in accordance with Section 24 hereof.

     11.  Representations and Warranties. Each Guarantor warrants and represents
to the Administrative  Agent, for the benefit of the Secured Parties, that it is
duly authorized to execute and deliver this Guaranty  Agreement (or the Guaranty
Joinder  Agreement to which it is a party,  as  applicable),  and to perform its
obligations under this Guaranty Agreement,  that this Guaranty Agreement (or the
Guaranty Joinder  Agreement to which it is a party, as applicable) has been duly
executed  and  delivered  on behalf  of such  Guarantor  by its duly  authorized
representatives;   that  this  Guaranty  Agreement  (and  any  Guaranty  Joinder
Agreement  to which such  Guarantor  is a party) is legal,  valid,  binding  and
enforceable  against  such  Guarantor  in  accordance  with its terms  except as
enforceability  may  be  limited  by  bankruptcy,  insolvency,   reorganization,
moratorium  or similar laws  affecting  the  enforcement  of  creditors'  rights
generally  and by  general  equitable  principles;  and  that  such  Guarantor's
execution, delivery and performance of this Guaranty Agreement (and any Guaranty
Joinder  Agreement  to which  such  Guarantor  is a  party)  do not  violate  or
constitute  a breach of any of its  Organization  Documents,  any  agreement  or
instrument to which such Guarantor is a party,  or any law,  order,  regulation,
decree or award of any  governmental  authority or arbitral  body to which it or
its properties or operations is subject.

     12.  Expenses. Each Guarantor agrees to be jointly and severally liable for
the payment of all  reasonable  fees and  expenses,  including  Attorney  Costs,
incurred  by any  Secured  Party  in  connection  with the  enforcement  of this
Guaranty Agreement, whether or not suit be brought.

     13.  Reinstatement.  Each  Guarantor  agrees that this  Guaranty  Agreement
shall continue to be effective or be reinstated, as the case may be, at any time
payment  received by any Secured Party in respect of any Guaranteed  Liabilities
is  rescinded  or must be restored  for any reason,  or is repaid by any Secured
Party in whole or in part in good faith  settlement of any pending or threatened
avoidance claim.

     14.  Attorney-in-Fact.  To the  extent  permitted  by law,  each  Guarantor
hereby  appoints  the  Administrative  Agent,  for the  benefit  of the  Secured


                                       9

<PAGE>


Parties, as such Guarantor's  attorney-in-fact  for the purposes of carrying out
the  provisions of this  Guaranty  Agreement and taking any action and executing
any instrument which the Administrative Agent may deem necessary or advisable to
accomplish the purposes  hereof,  which  appointment is coupled with an interest
and is irrevocable;  provided,  that the Administrative Agent shall have and may
exercise rights under this power of attorney only upon the occurrence and during
the continuance of an Event of Default.

     15.  Reliance. Each Guarantor represents and warrants to the Administrative
Agent,  for the benefit of the Secured  Parties,  that:  (a) such  Guarantor has
adequate  means  to  obtain  on  a  continuing  basis  (i)  from  the  Borrower,
information  concerning  the  Loan  Parties  and  the  Loan  Parties'  financial
condition  and  affairs  and  (ii)  from  other  reliable  sources,  such  other
information as it deems material in deciding to provide this Guaranty  Agreement
and any  Guaranty  Joinder  Agreement  ("Other  Information"),  and has full and
complete  access  to the Loan  Parties'  books  and  records  and to such  Other
Information;  (b) such  Guarantor is not relying on any Secured  Party or its or
their employees,  directors,  agents or other representatives or Affiliates,  to
provide any such information,  now or in the future; (c) such Guarantor has been
furnished  with and  reviewed the terms of the Credit  Agreement  and such other
Loan  Documents and Related  Agreements as it has  requested,  is executing this
Guaranty Agreement (or the Guaranty Joinder Agreement to which it is a party, as
applicable)  freely  and  deliberately,  and  understands  the  obligations  and
financial risk undertaken by providing this Guaranty Agreement (and any Guaranty
Joinder Agreement);  (d) such Guarantor has relied solely on the Guarantor's own
independent   investigation,   appraisal  and  analysis  of  the  Borrower,  the
Borrower's financial condition and affairs,  the "Other  Information",  and such
other  matters  as it deems  material  in  deciding  to  provide  this  Guaranty
Agreement (and any Guaranty  Joinder  Agreement) and is fully aware of the same;
and (e) such Guarantor has not depended or relied on any Secured Party or its or
their employees,  directors,  agents or other representatives or Affiliates, for
any information  whatsoever  concerning the Borrower or the Borrower's financial
condition and affairs or any other matters material to such Guarantor's decision
to provide this Guaranty Agreement (and any Guaranty Joinder Agreement),  or for
any counseling,  guidance, or special consideration or any promise therefor with
respect to such decision.  Each  Guarantor  agrees that no Secured Party has any
duty or  responsibility  whatsoever,  now or in the  future,  to provide to such
Guarantor any  information  concerning the Borrower or the Borrower's  financial
condition  and  affairs,  or any  Other  Information,  other  than as  expressly
provided herein,  and that, if such Guarantor receives any such information from
any  Secured  Party  or its or  their  employees,  directors,  agents  or  other
representatives  or Affiliates,  such Guarantor  will  independently  verify the
information  and will not rely on any Secured  Party or its or their  employees,
directors,  agents or other representatives or Affiliates,  with respect to such
information.

     16.  Rules of  Interpretation.  The rules of  interpretation  contained  in
Sections  1.02 and 1.05 of the  Credit  Agreement  shall be  applicable  to this
Guaranty   Agreement  and  each  Guaranty  Joinder   Agreement  and  are  hereby
incorporated by reference.  All representations and warranties  contained herein
shall survive the delivery of documents and any extension of credit  referred to
herein or guaranteed hereby.

     17.  Entire  Agreement.  This Guaranty  Agreement and each Guaranty Joinder
Agreement,  together  with  the  Credit  Agreement  and  other  Loan  Documents,
constitutes  and expresses the entire  understanding  between the parties hereto
with  respect  to  the  subject   matter   hereof,   and  supersedes  all  prior
negotiations,   agreements,   understandings,    inducements,   commitments   or
conditions, express or implied, oral or written, except as herein contained. The


                                       10

<PAGE>


express terms hereof control and supersede any course of performance or usage of
the trade  inconsistent  with any of the terms  hereof.  Except as  provided  in
Section 22, neither this Guaranty  Agreement nor any Guaranty Joinder  Agreement
nor any  portion  or  provision  hereof  or  thereof  may be  changed,  altered,
modified,  supplemented,  discharged, canceled, terminated, or amended orally or
in any manner other than as provided in the Credit Agreement.

     18.  Binding Agreement;  Assignment. This Guaranty Agreement, each Guaranty
Joinder  Agreement and the terms,  covenants and conditions  hereof and thereof,
shall be  binding  upon and  inure to the  benefit  of the  parties  hereto  and
thereto,  and to their respective heirs, legal  representatives,  successors and
assigns;  provided,  however, that no Guarantor shall be permitted to assign any
of its rights, powers, duties or obligations under this Guaranty Agreement,  any
Guaranty  Joinder  Agreement or any other interest herein or therein without the
prior  written  consent  of  the  Administrative  Agent.  Without  limiting  the
generality of the  foregoing  sentence of this Section 18, any Lender may assign
to one or more Persons, or grant to one or more Persons participations in or to,
all or any part of its rights and obligations under the Credit Agreement (to the
extent  permitted  by the  Credit  Agreement);  and to the  extent  of any  such
assignment  or  participation  such other Person  shall,  to the fullest  extent
permitted  by law,  thereupon  become  vested  with all the  benefits in respect
thereof  granted to such Lender herein or  otherwise,  subject  however,  to the
provisions of the Credit Agreement, including Article IX thereof (concerning the
Administrative  Agent) and Section  10.07  thereof  concerning  assignments  and
participations.  All references herein to the Administrative Agent shall include
any successor thereof.

     19.  Related Credit  Arrangements.  All obligations of any Loan Party under
Related  Credit  Arrangements  to which any Lender or its Affiliates are a party
shall be deemed to be Guaranteed Liabilities,  and each Lender or Affiliate of a
Lender  party to any such  Related  Credit  Arrangement  shall be deemed to be a
Secured Party hereunder with respect to such Guaranteed  Liabilities;  provided,
however, that such obligations shall cease to be Guaranteed  Liabilities at such
time,  prior to the Facility  Termination  Date, as such Person (or Affiliate of
such Person) shall cease to be a "Lender" under the Credit Agreement.

     No Person who obtains the benefit of this  Guaranty  Agreement by virtue of
the  provisions  of this Section shall have,  prior to the Facility  Termination
Date,  any right to notice of any action or to consent  to,  direct or object to
any action hereunder or under any other Loan Document or otherwise in respect of
the  Guarantors'  Obligations  (including  the  release or  modification  of any
Guarantors'  Obligations or security  therefor)  other than in its capacity as a
Lender and only to the extent  expressly  provided in the Loan  Documents.  Each
Secured  Party not a party to the Credit  Agreement  who  obtains the benefit of
this  Guaranty  Agreement by virtue of the  provisions  of this Section shall be
deemed to have  acknowledged and accepted the appointment of the  Administrative
Agent  pursuant to the terms of the Credit  Agreement,  and that with respect to
the actions and  omissions of the  Administrative  Agent  hereunder or otherwise
relating  hereto that do or may affect such Secured  Party,  the  Administrative
Agent and each of its  Related  Parties  shall be  entitled  to all the  rights,
benefits and immunities conferred under Article IX of the Credit Agreement.


                                       11

<PAGE>


     20.  Severability.   The   provisions  of  this   Guaranty   Agreement  are
independent of and separable from each other. If any provision  hereof shall for
any reason be held invalid or unenforceable, such invalidity or unenforceability
shall not affect the validity or  enforceability  of any other provision hereof,
but  this  Guaranty   Agreement  shall  be  construed  as  if  such  invalid  or
unenforceable provision had never been contained herein.

     21.  Counterparts. This Guaranty Agreement may be executed in any number of
counterparts  each of which when so executed  and  delivered  shall be deemed an
original,  and it shall  not be  necessary  in  making  proof  of this  Guaranty
Agreement to produce or account for more than one such  counterpart  executed by
the  Guarantors  against  whom  enforcement  is  sought.  Without  limiting  the
foregoing  provisions of this Section 21, the provisions of Section  10.02(b) of
the Credit Agreement shall be applicable to this Guaranty Agreement.

     22.  Termination.  Subject to reinstatement  pursuant to Section 13 hereof,
this  Guaranty  Agreement and each Guaranty  Joinder  Agreement,  and all of the
Guarantors'  Obligations  hereunder  (excluding  those  Guarantors'  obligations
relating to Guaranteed  Liabilities  that  expressly  survive such  termination)
shall terminate on the Facility Termination Date.

     23.  Remedies  Cumulative;   Late  Payments.  All  remedies  hereunder  are
cumulative  and are not  exclusive  of any  other  rights  and  remedies  of the
Administrative  Agent or any other  Secured  Party  provided by law or under the
Credit  Agreement,  the other Loan Documents or other  applicable  agreements or
instruments. The making of the Loans and other credit extensions pursuant to the
Credit Agreement and other Related Agreements shall be conclusively  presumed to
have been made or  extended,  respectively,  in reliance  upon each  Guarantor's
guaranty of the Guaranteed Liabilities pursuant to the terms hereof. Any amounts
not paid when due under  this  Guaranty  Agreement  shall bear  interest  at the
Default Rate.

     24.  Notices.  Any notice  required  or  permitted  hereunder  or under any
Guaranty  Joinder  Agreement shall be given, (a) with respect to each Guarantor,
at the  address  of the  Borrower  indicated  in  Schedule  10.02 of the  Credit
Agreement and (b) with respect to the Administrative  Agent or any other Secured
Party, at the Administrative  Agent's address indicated in Schedule 10.02 of the
Credit Agreement. All such addresses may be modified, and all such notices shall
be given and shall be  effective,  as  provided  in Section  10.02 of the Credit
Agreement  for the giving and  effectiveness  of notices  and  modifications  of
addresses thereunder.

     25.  Joinder.  Each Person who shall at any time execute and deliver to the
Administrative  Agent a Guaranty  Joinder  Agreement  substantially  in the form
attached  as  Exhibit  A hereto  shall  thereupon  irrevocably,  absolutely  and
unconditionally  become a party hereto and  obligated  hereunder as a Guarantor,
and all  references  herein and in the other Loan Documents to the Guarantors or
to the parties to this Guaranty Agreement shall be deemed to include such Person
as a Guarantor hereunder.


                                       12

<PAGE>


     26.  Governing Law; Venue; Waiver of Jury Trial.

          (a)  THIS GUARANTY AGREEMENT AND EACH GUARANTY JOINDER AGREEMENT SHALL
     BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF
     NEW YORK APPLICABLE TO CONTRACTS  EXECUTED,  AND TO BE FULLY PERFORMED,  IN
     SUCH STATE.

          (b)  EACH  GUARANTOR  HEREBY  EXPRESSLY  AND  IRREVOCABLY  AGREES  AND
     CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING  ARISING OUT OF OR RELATING TO
     THIS  GUARANTY   AGREEMENT  OR  ANY  GUARANTY  JOINDER   AGREEMENT  OR  THE
     TRANSACTIONS  CONTEMPLATED HEREIN OR THEREIN MAY BE INSTITUTED IN ANY STATE
     OR FEDERAL  COURT  SITTING  IN THE  COUNTY OF NEW YORK,  STATE OF NEW YORK,
     UNITED  STATES OF  AMERICA  AND,  BY THE  EXECUTION  AND  DELIVERY  OF THIS
     GUARANTY  AGREEMENT  OR  A  GUARANTY  JOINDER  AGREEMENT,   SUCH  GUARANTOR
     EXPRESSLY  WAIVES ANY  OBJECTION  THAT IT MAY NOW OR HEREAFTER  HAVE TO THE
     LAYING OF VENUE  IN, OR TO THE  EXERCISE  OF  JURISDICTION  OVER IT AND ITS
     PROPERTY  BY, ANY SUCH COURT IN ANY SUCH SUIT,  ACTION OR  PROCEEDING,  AND
     EACH GUARANTOR HEREBY IRREVOCABLY  SUBMITS GENERALLY AND UNCONDITIONALLY TO
     THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

          (c)  EACH  GUARANTOR  AGREES  THAT  SERVICE OF PROCESS  MAY BE MADE BY
     PERSONAL  SERVICE OF A COPY OF THE  SUMMONS  AND  COMPLAINT  OR OTHER LEGAL
     PROCESS IN ANY SUCH SUIT,  ACTION OR  PROCEEDING  OR BY ANY OTHER METHOD OF
     SERVICE  PROVIDED FOR UNDER THE  APPLICABLE  LAWS IN EFFECT IN THE STATE OF
     NEW YORK.

          (d)  NOTHING CONTAINED IN SUBSECTIONS (b) or (c) HEREOF SHALL PRECLUDE
     THE  ADMINISTRATIVE  AGENT FROM  BRINGING  ANY SUIT,  ACTION OR  PROCEEDING
     ARISING OUT OF OR  RELATING  TO THIS  GUARANTY  AGREEMENT  OR ANY  GUARANTY
     JOINDER  AGREEMENT  OR  ANY  OTHER  LOAN  DOCUMENT  IN  THE  COURTS  OF ANY
     JURISDICTION  WHERE ANY  GUARANTOR OR ANY OF SUCH  GUARANTOR'S  PROPERTY OR
     ASSETS MAY BE FOUND OR LOCATED.  TO THE EXTENT  PERMITTED BY THE APPLICABLE
     LAWS OF ANY SUCH JURISDICTION, EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO
     THE JURISDICTION OF ANY SUCH COURT AND EXPRESSLY  WAIVES, IN RESPECT OF ANY
     SUCH SUIT, ACTION OR PROCEEDING,  OBJECTION TO THE EXERCISE OF JURISDICTION
     OVER IT AND ITS  PROPERTY  BY ANY SUCH OTHER  COURT OR COURTS  WHICH NOW OR
     HEREAFTER MAY BE AVAILABLE UNDER APPLICABLE LAW.


                                       13

<PAGE>


          (e)  IN ANY  ACTION OR  PROCEEDING  TO ENFORCE OR DEFEND ANY RIGHTS OR
     REMEDIES  UNDER OR  RELATED  TO THIS  GUARANTY  AGREEMENT  OR ANY  GUARANTY
     JOINDER  AGREEMENT  OR ANY  AMENDMENT,  INSTRUMENT,  DOCUMENT OR  AGREEMENT
     DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN  CONNECTION  THEREWITH,
     EACH  GUARANTOR  AND THE  ADMINISTRATIVE  AGENT ON  BEHALF  OF THE  SECURED
     PARTIES HEREBY AGREE,  TO THE EXTENT  PERMITTED BY APPLICABLE LAW, THAT ANY
     SUCH  ACTION,  SUIT OR  PROCEEDING  SHALL BE TRIED  BEFORE A COURT  AND NOT
     BEFORE A JURY AND HEREBY  IRREVOCABLY  WAIVE,  TO THE EXTENT  PERMITTED  BY
     APPLICABLE  LAW, ANY RIGHT ANY SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY
     SUCH ACTION, SUIT OR PROCEEDING.

          (f)  EACH GUARANTOR  HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE
     THAT ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS
     HEREOF IS AN INCONVENIENT FORUM.

                            [Signature page follows.]


                                       14

<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have duly  executed and delivered
this Guaranty Agreement as of the day and year first written above.

                            GUARANTORS:

                            CORNERSTONE PRODUCTIONS, INC.
                            MAIN ST. MIDWEST, INC.
                            MAIN ST. CALIFORNIA, INC.
                            BAMBOO CLUB, INC.
                            REDFISH CLEVELAND, INC.


                            By:   /s/ William G. Shrader
                                 -----------------------------------------------
                            Name:  William G. Shrader
                            Title: President and Chief Executive Officer


                            By:   /s/ Michael Garnreiter
                                 -----------------------------------------------
                            Name:  Michael Garnreiter
                            Title: Executive Vice President and Assistant
                                   Secretary


                            REDFISH AMERICA, L.L.C.

                            By:  Main Street Restaurant Group, Inc.,
                                 It's Manager


                           By:    /s/ William G. Shrader
                                ------------------------------------------------
                           Name:  William G. Shrader
                           Title: President and Chief Executive Officer


                           By:    /s/ Michael Garnreiter
                                ------------------------------------------------
                           Name:  Michael Garnreiter
                           Title: Executive Vice President and Assistant
                                  Secretary


                               GUARANTY AGREEMENT
                                 Signature Page


<PAGE>




                            ADMINISTRATIVE AGENT:

                            BANK OF AMERICA, N.A., as Administrative
                            Agent


                            By:  /s/ Anne M. Zeschke
                                --------------------------------
                            Name: Anne M. Zeschke
                                  ------------------------------
                            Title: Assistant Vice President
                                  ------------------------------


                               GUARANTY AGREEMENT
                                 Signature Page
</TEXT>
</DOCUMENT>
