MAIN STREET & MAIN INC
THIRD AMEND. TO DEVELOPMENT AGREEMENT - 11/6/01
<DOCUMENT>
<TYPE>EX-10.21.B
<SEQUENCE>5
<FILENAME>ex10-21b.txt
<DESCRIPTION>THIRD AMEND. TO DEVELOPMENT AGREEMENT - 11/6/01
<TEXT>
                                                                Exhibit 10.21(b)

                    THIRD AMENDMENT TO DEVELOPMENT AGREEMENT

     This Third Amendment to Development Agreement ("Amendment") is entered into
effective  as of November  6, 2001 (the  "Effective  Date"),  by and between TGI
Friday's Inc. ("Franchisor"), and Main St. California, Inc. ("Developer").

                                   WITNESSETH:

     WHEREAS,  Franchisor  and  Developer  are parties to a certain  Development
Agreement  dated April 22, 1998,  and amended  February 10, 1999 and October 20,
1999 (as amended, the "Development Agreement"),  pursuant to which Developer was
granted the right to develop T.G.I. Friday's restaurants in portions of Northern
California; and

     WHEREAS,  Franchisor and Developer desire to amend and supplement the terms
of the Development Agreement as hereinafter set forth; and

     WHEREAS, capitalized terms used herein shall have the meaning attributed to
them in the Development Agreement unless expressly defined otherwise herein.

     NOW, THEREFORE, in consideration of Ten Dollars and other good and valuable
consideration,  the receipt and  sufficiency of which is hereby  acknowledged by
each of the parties hereto, Franchisor and Developer agree as follows:

     1.  SECTION  3.A. of the  Development  Agreement  is hereby  deleted in its
entirety and replaced with the following:

          3.A.  Developer shall obtain site consent,  execute the franchise
     agreement,  pay the franchise fees, develop,  open, commence operation
     of and  continuously  operate  pursuant  to the  respective  Franchise
     Agreement  one  (1)  Restaurant  in  the  Territory  pursuant  to  the
     Replacement  Development Schedule as follows. The Restaurant listed on
     the Replacement Development Schedule is exclusive of those Restaurants
     previously  opened  and  operated  by  Developer  under  the  Original
     Development Agreement.

                                        DATE FRANCHISE
               DATE OF PRELIMINARY     AGREEMENT SIGNED          DATE
RESTAURANT NO.    SITE CONSENT           & FEES PAID       OPEN & OPERATING
--------------    ------------           -----------       ----------------
      1             3/31/03                6/30/03             12/31/03

          Time is of the essence,  with respect to each of the  development
     obligations specified in this Section 3.A.

     2.  The  provisions,  representations,  terms,  conditions,  covenants  and
agreements of the Development  Agreement,  as modified  hereby,  shall remain in
full force and effect,  enforceable in accordance with its terms. This Amendment
shall be binding upon the heirs, legal  representatives,  successors and assigns
of the parties hereto.

     3. Execution and delivery of this  Amendment  shall not waive any rights or
remedies of the parties under the Development Agreement, at law or in equity.
<PAGE>
     4. Developer and its franchisee  companies  hereby  release  Friday's,  its
successors,    assigns,    subsidiaries,    parent   corporation,    affiliates,
representatives, agents, officers, directors, and employees, of and from any and
all  claims,  demands  and  causes of action  whatsoever,  in law or in  equity,
however  claimed to arise,  which they have or may have by reason of any matter,
cause or thing  whatsoever  arising out of or in  connection  with the Franchise
Agreements,  Development  Agreement,  relationships or a course of dealings with
Friday's  as  vendor  of any  goods or as a  Franchisor,  the  operation  of the
Restaurants,  or for any other cause or circumstance  which existed prior to the
date of this Amendment.

     IN WITNESS  HEREOF,  the parties have executed this Amendment as of the day
and year first above mentioned.

TGI FRIDAY'S, INC.

By: /s/ Leslie Sharman
    ---------------------------------------
Name: Leslie Sharman
      -------------------------------------
Title: Sr. Vice President - General Counsel
       ------------------------------------

MAIN ST. CALIFORNIA, INC.

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

</TEXT>
</DOCUMENT>
