Main Street Restaurant Group, Inc. Watch

from SC 13D 12 pages Exhibit 1 Stock Tender and Voting Agreement

from SC 13D/A 12 pages Exhibit 1 Stock Tender and Voting Agreement

from SC 13D ~10 pages Underwriting agreement

from SC 13G/A 4 pages Exhibit 1 Amended and Restated Joint Filing Agreement

from 11-K 1 page Exhibit 1 Independent Auditors' Consent the Board of Directors Main Street and Main Incorporated: We Consent to Incorporation by Reference in the Registration Statement No. 333-55100 on Form S-8 of Main Street and Main Incorporated of Our Report Dated June 21, 2002, Relating to the Statement of Net Assets Available for Benefits of the Main Street and Main Incorporated 401(k) Profit Sharing Plan as of December 31, 2001, and the Related Statement of Changes in Net Assets Available for Benefits for the Year Then Ended, and Related Supplemental Schedule, Which Report Appears in the December 31, 2001 Annual Report on Form 11-K of the Main Street and Main Incorporated 401(k) Profit Sharing Plan. /S/ Kpmg Llp Phoenix, Arizona June 28, 2002

from SC 13G 1 page Exhibit 1 Joint Filing Agreement

from 11-K 1 page Exhibit 1 Consent of Independent Public Accountants as Independent Public Accountants, We Hereby Consent to the Incorporation of Our Report Included in This Form 11-K, Into Main Street and Main Incorporated's Previously Filed Registration Statement on Form S-8 (File Number 333-55100). /S/ Arthur Andersen Llp Phoenix, Arizona June 15, 2001

from 11-K 1 page Exhibit 1 Consent of Independent Public Accountants to Main Street and Main Incorporated 401(k) Profit Sharing Plan, as Independent Public Accountants, We Hereby Consent to the Incorporation of Our Report Included in This Form 11-K, Into Main Street and Main Incorporated's Previously Filed Registration Statement on Form S-8 (File Number 333-55100). /S/ Arthur Andersen, Llp Phoenix, Arizona February 22, 2001