Main Street Restaurant Group, Inc. Watch

from 8-K 5 pages Amendment No. 1 to Rights Agreement

from 8-A12G 47 pages Rights Agreement Dated as of May 23, 2005 by and Between Main Street Restaurant Group, Inc. and Computershare Trust Company, Inc., as Rights Agent

from 8-K 17 pages Registration Rights Agreement

from 8-K 8 pages Main Street Restaurant Group, Inc. Common Stock Purchase Warrant

from SC 13D ~10 pages Indenture or similar

from 10-K 6 pages This Will Confirm the Terms and Conditions of Your $1,000,000 Investment in Main Street and Main Incorporated (The “Company”). 1. Sale of the Shares. the Company Will Sell to You, and You Will Purchase From the Company, 500,000 Shares of the Company’s Common Stock (The “Shares”) at a Price of $2.00 Per Share. 2. Representations, Warranties, and Agreements of the Company. in Connection With Your Purchase, the Company Represents, Warrants, and Agrees as Follows: (A) Status and Authority of the Company. the Company Is a Corporation Duly Organized, Validly Existing and in Good Standing Under the Laws of the State of Delaware and Has the Power to Own Its Assets and Properties and to Carry on Its Business as It Is Now Being Conducted. (B) Power of the Company to Execute Agreement. the Company Has Full Power and Authority to Execute, Deliver, and Perform This Agreement, and This Agreement Is the Legal and Binding Obligation of the Company and Is Enforceable Against It in Accordance With Its Terms