<PAGE>   1
                                                                  EXHIBIT 10.33
                           INDUSTRIAL LEASE AGREEMENT

         THIS LEASE is entered into this 12th day of November, 1999, in
consideration of the covenants and undertakings of each of the parties hereto
by and BETWEEN BELZ DEVCO L.P., a TENNESSEE LIMITED PARTNERSHIP, hereinafter
referred to as "Landlord," and BACK YARD BURGERS, INC., a DELAWARE CORPORATION,
hereinafter referred to as "Tenant";

                                  WITNESSETH:

         Landlord owns, operates or controls certain real property located in
the City of MEMPHIS, County of SHELBY and State of TENNESSEE located at 1657
SHELBY OAKS DRIVE NORTH, SUITES 103 - 106, within the SHELBY OAKS INDUSTRIAL
PARK (the "Property"); and

WHEREAS, Tenant desires to lease from Landlord space within the development or
building described above, which is more particularly shown on Exhibit A hereto
and is more particularly described in Part 1 below.

         NOW, THEREFORE, Landlord and Tenant agree as follows:

                                     PART 1
                                    PREMISES

         In consideration of the rent and other agreements contained in the
Lease, Landlord leases to Tenant and Tenant rents from Landlord the premises
(hereinafter the "Premises") described as follows:

         Located at 1657 SHELBY OAKS DRIVE NORTH, SUITES 103-106, MEMPHIS,
TENNESSEE. The Premises contain approximately 7,500 square feet of area.

         The Premises are designated on Exhibit A hereto for the purpose of
setting forth the configuration and approximate dimensions of the space and
shall be improved or otherwise prepared for occupancy by Tenant in accordance
with Exhibit C which sets out any work improvements to be implemented by
Landlord and the cost, if any, to Tenant. In the absence of any specific
requirements set forth on Exhibit C, Tenant shall be deemed to have accepted the
Premises "as is."

                                     PART 2
                                      TERM

Subject to the terms and conditions contained herein, this Lease shall be
effective on the date of complete execution hereof by Landlord and Tenant, but
the term of this Lease and the payment of Base Rental and other assessments
shall begin on the commencement date the ("Commencement Date") which shall be
the earlier of (i) the date on which Tenants occupies the Premises or (ii)
fifteen (15) days after Landlord tenders delivery of the Premises to Tenant.
Tender of delivery shall have occurred on the date Landlord notifies Tenant
that Landlord has either (i) substantially completed any improvements to be
implemented by Landlord pursuant to Exhibit C subject to minor punchlist items,
or (ii) determined that Landlord's work pursuant to Exhibit C has progressed
sufficiently such that Tenant may commence and complete Tenant's work while
portions of Landlord's work are still being completed.

         If the Commencement Dates occurs on the first day of the month, the
term shall expire without notice on the last day of the previous calendar month
SEVEN (7) YEARS hence, and if the Commencement

<PAGE>   2

Date occurs on a day other than the first day of a month, the term shall expire
without notice on the last day of the calendar month in which the Commencement
Date occurs SEVEN (7) YEARS hence.

         In the event Landlord is unable to deliver the Premises to Tenant on
or prior to the Commencement Date, Tenant's sole right and remedy shall be to
delay the commencement of the term by the number of days that delivery of
possession is delayed. Tenant acknowledges that Landlord shall use diligent
efforts to deliver the Premises as provided herein however actions of parties
in possession or delays in construction may effect Landlord's ability to
deliver the Premises to Tenant.

         Any access by Tenant to the Premises prior to the Commencement Date
shall be upon all of the terms, covenants and conditions of this Lease, except
only the payment of Base Rental and Additional Charges. Tenant shall pay all
utility charges related to the Premises which accrue from and after Landlord's
tender of possession.

         Landlord and Tenant agree that, upon the demand of the other party,
each shall execute an amendment to this Lease, in recordable form, setting
forth the Commencement Date and the termination date of the Lease term.

                                     PART 3
                           RENT, TAXES AND INSURANCE

         Tenant covenants and agrees that without demand, notice or set off,
Tenant shall pay to Landlord minimum annual rental (hereinafter the "Base
Rental") in the amounts as follows:

         Base Rental in the amount of EIGHTY THOUSAND AND TWENTY-FIVE AND
00/100 DOLLARS ($80,025.00) per annum, payable in equal monthly installments of
SIX THOUSAND SIX HUNDRED SIXTY-EIGHT AND 75/100 DOLLARS ($6,668.75) per month
in advance on or before the first day of each month throughout the term of this
lease.

         Additionally, Tenant shall pay to Landlord its Proportionate Share (as
defined in the General Lease Provisions) of Real Estate Taxes and Assessments
(as defined in the General Lease Provisions) and Tenant shall pay to Landlord
its Proportionate Shares of Landlord's annual insurance premiums which amounts
shall be paid as provided in Article 1 of the General Lease Provisions.

         All rental payments and payments of Additional Charges hereunder shall
be sent to:

                  Belz Devco L.P.
                  Attn:  Accounts Receivable Department
                  P.O. Box 3661
                  Memphis, Tennessee 38173-3661

         or to such other addresses as Landlord may direct in writing from time
         to time.

                                     PART 4
                               USE AND OPERATION

         The Premises shall be opened for business, kept open for business and
used continuously only for the following use: GENERAL OFFICE USE, TEST KITCHEN
FACILITY AND DISTRIBUTION OF FAST FOOD PRODUCTS.

<PAGE>   3

                                     PART 5
                                    NOTICES

         All notices required or provided for under this Lease shall be given
in the manner as prescribed by the notice requirements of the General Lease
Provisions, addressed to the following addresses:

<TABLE>
<CAPTION>
         To Landlord:                                     To Tenant:

         <S>                                         <C>
         Belz Devco L.P.                             Back Yard Burgers, Inc.
         c/o Belz Enterprises                        1657 Shelby Oaks Drive North, Suites 103-106
         100 Peabody Place, Suite 1400               Memphis, TN  38134
         Memphis, Tennessee 38103                    ATTENTION: Lattie Michael, CEO
         ATTENTION:  Ronald A. Belz
</TABLE>

or to such other addresses as Landlord or Tenant may direct in writing from
time to time.

                                     PART 6
                               REAL ESTATE AGENT

         This Lease was negotiated by BELZ REALTY COMPANY, L.L.C., represented
by, LARRY WOOD acting as agent for Landlord and SAIG COMPANY, represented by
EDDIE SAIG acting as agent for Tenant and BELZ REALTY, COMPANY, L.L.C., agrees
to pay said agents a commission in accordance with the agreement between BELZ
REALTY COMPANY, L.L.C. and agents.

                                     PART 7
                                OPTION TO RENEW

         It is agreed and understood that the Tenant, if not in default and is
open and operating, shall have the right to extend this Agreement for TWO (2)
additional period(s) of FIVE (5) YEARS each at the then Fair Market Rental
rate. If Tenant shall elect to extend, Tenant shall give to Landlord not less
than six (6) months' written notice (certified mail) prior to the expiration of
the original term of this Lease Agreement. If within thirty (30) days, the
Landlord and Tenant have not agreed upon at the Fair Market Rental rate during
the respective term, then Tenant and Landlord shall each appoint a
knowledgeable real estate broker or appraiser familiar with commercial property
of the type in the Memphis metropolitan area. The two appointees shall
designate a third real estate broker or appraiser and the majority decision of
the three shall be binding upon Tenant and Landlord, but under no circumstances
shall the rent during any extended term be less than rent paid during the
preceding term. The cost of arbitration shall be borne equally by the Landlord
and Tenant.

                                     PART 8
                             FIRST RIGHT OF REFUSAL

         Provided that Tenant is not in default hereunder, Tenant shall have a
right of first refusal to lease any contiguous space that may become available
during the term of this Lease, subject to the existing tenant's rights. In the
event Landlord receives a bona fide offer from a third party to lease said
space, Landlord shall notify Tenant of such offer as well as the material terms
and provisions of such offer and Tenant shall have a period of ten (10) days to
notify Landlord in writing whether it elects to exercise its right of first
refusal to lease the contiguous space. If Tenant fails to give notice to
Landlord during such ten (10) day period or elects not to lease the space,
Landlord shall have the right to lease such space to the third party offerer.
If Tenant fails to exercise the right of first refusal to lease said space,
then it shall have twenty (20) days to enter into an agreement with Landlord
which shall

<PAGE>   4

modify the Lease Agreement to incorporate the first refusal space as part of
the Premises, subject to all of the terms and conditions contained herein,
except the material terms with respect to the first refusal space shall be as
set forth in the Landlord's notice to Tenant.

                                     PART 9
                                ENTIRE AGREEMENT

         This lease includes the Lease Agreement, Exhibit A (drawing or
description of the Property showing the general location of the Premises),
Exhibit B (General Lease Provisions), Exhibit C (which delineates the
construction requirements of the parties, if any). The foregoing constitute all
of the agreements and conditions made between the parties hereto, and no
representations or statements claimed to have been made and not herein
contained shall vary or modify this Lease in any way.

         IN TESTIMONY WHEREOF the above named Landlord and the above named
Tenant have executed this and three (3) other original instruments of identical
year and date, on the day and year set forth on page 1 of this Lease.

LANDLORD:  Belz Devco L.P.
      BY:  BELZ INVESTCO, L.P., General Partner
      BY:  URCO, INC., General Partner

By: /s/ Morris I. Thomas
   ---------------------------------------
   Morris I. Thomas, Vice President

By: /s/ Irvin S. Skopp
   ---------------------------------------
   Irvin S. Skopp, Vice President

TENANT:    Back Yard Burgers, Inc.

By: /s/Lattie Michael
   ---------------------------------------
   Lattie Michael, CEO

Exhibits:  A.    Site Plan and/or Floor Plan
           B.    General Lease Provisions
           C.    Construction Exhibit (if applicable)

Lease Agreement between Belz Devco L.P. and Back Yard Burgers, Inc. for 1657
Shelby Oaks Drive North at space number 103-106.

<PAGE>   5

STATE OF TENNESSEE
COUNTY OF SHELBY


                  Before me, a Notary Public of the State and County aforesaid,
personally appeared MORRIS I. THOMAS AND IRVIN S. SKOPP, VICE PRESIDENTS,
respectively of URCO, INC., a Tennessee corporation, said corporation is the
general partner of BELZ INVESTCO L.P., a Tennessee limited partnership, the
general of BELZ DEVCO L.P., A Tennessee limited partnership, with whom I am
personally acquainted, and who, upon oath acknowledged that they are the VICE
PRESIDENTS, respectively, of URCO, INC., General Partner, of BELZ INVESTCO
L.P., the general partner of BELZ DECO L.P., and that they as such VICE
PRESIDENTS, respectively, executed the foregoing instrument for the purpose
therein contained by signing the name of such partnerships by such corporation,
by themselves as VICE PRESIDENTS, respectively, of such corporation.

         WITNESS my hand and Notarial Seal, at office in Memphis, Tennessee,
this, the 12th day of November, 1999.


          /s/ Dawnyel Barrett
         -------------------------------------
         Notary Public

         My Commission Expires:  2/13/02




STATE OF Tennessee
COUNTY OF Shelby


         Before me, a Notary Public of the State and County aforesaid,
personally appeared LATTIE MICHAEL with whom I am personally acquainted, (or
proved to me on the basis of satisfactory evidence) and who, upon oath,
acknowledge himself to be the CEO of BACK YARD BURGERS, INC., the within named
bargainor, a Delaware corporation, and that he executed the foregoing
instrument for the purposes therein contained by signing the name of such
corporation by himself as such PRESIDENT.

         Witness my hand, at office, this 12th day of November, 1999.

          /s/ Dixie McConnell
         -------------------------------------
         Notary Public

         My Commission Expires:  3/14/00

<PAGE>   6

                               TABLE OF CONTENTS
                                       TO
                                  EXHIBIT B TO
                           INDUSTRIAL LEASE AGREEMENT
<TABLE>

<S>                                                                                                                <C>
ARTICLE 1 RENT AND OTHER PAYMENTS...................................................................................2
Section 1. Base Rental..............................................................................................2
Section 2. Additional Charges.......................................................................................2
(i) Common Areas Charges............................................................................................2
(ii) Real Estate Taxes and Assessments..............................................................................2
(iii) Other Taxes...................................................................................................2
(iv) Insurance......................................................................................................2
(v) Tenant's Proportionate Share....................................................................................2
(vi) Payment........................................................................................................3
Section 3. Security Deposit.........................................................................................3
ARTICLE 2 USE AND OPERATION.........................................................................................3
Section 1. Permitted Use............................................................................................3
Section 2. Parking, Etc.............................................................................................3
Section 3. Lawful and Moral Use.....................................................................................4
Section 4. Additional Tenant Covenants..............................................................................4
ARTICLE 3 ASSIGNMENT AND SUBLETTING.................................................................................4
ARTICLE 4 ALTERATIONS, INSTALLATIONS AND REMOVAL OF IMPROVEMENTS BY TENANT..........................................4
ARTICLE 5 INSURANCE AND RELATED MATTERS.............................................................................5
Section 1. Loss or Damage to Tenant's Property......................................................................5
Section 3. Landlord's Insurance.....................................................................................5
Section 4. Waiver of Recovery.......................................................................................5
Section 5. Hold Harmless and Indemnification........................................................................6
Section 6. Invalidation of Insurance/Increased Premiums.............................................................6
ARTICLE 6 REPAIRS...................................................................................................6
ARTICLE 7 MECHANIC'S LIEN...........................................................................................6
ARTICLE 8 DAMAGE OR DESTRUCTION BY .................................................................................7
ARTICLE 9 RIGHT OF ENTRY, ETC.......................................................................................7
ARTICLE 10 DEFAULT..................................................................................................7
ARTICLE 11 INSOLVENCY OF TENANT.....................................................................................8
ARTICLE 12 DELIVERY AT END OF LEASE.................................................................................8
ARTICLE 13 EXTENSION; PARTIAL PAYMENT; NO ACCORD AND SATISFACTION...................................................8
ARTICLE 14 SUBORDINATION; ATTORNMENT; ESTOPPEL; LANDLORD'S COVENANT AS TO TITLE.....................................9
ARTICLE 15 GRAPHICS.................................................................................................9
ARTICLE 16 CONDEMNATION.............................................................................................9
ARTICLE 17 UTILITIES................................................................................................9
ARTICLE 18 ENVIRONMENTAL MATTERS...................................................................................10
ARTICLE 19 FIRE PROTECTION.........................................................................................10
ARTICLE 20 PERSONAL LIABILITY......................................................................................10
ARTICLE 21 NOTICES.................................................................................................11
ARTICLE 22 RULES AND REGULATIONS...................................................................................11
ARTICLE 23 REAL ESTATE AGENT.......................................................................................11
ARTICLE 24 COVENANTS RUN TO HEIRS..................................................................................12
</TABLE>

<PAGE>   7

<TABLE>

<S>                                                                                                                <C>
ARTICLE 25 SHORT FORM LEASE........................................................................................12
ARTICLE 26 CORPORATE TENANTS.......................................................................................12
ARTICLE 27 ENTIRE AGREEMENT........................................................................................12
</TABLE>

<PAGE>   8

                                  EXHIBIT B TO
                           INDUSTRIAL LEASE AGREEMENT
                            GENERAL LEASE PROVISIONS

                                   ARTICLE 1
                            RENT AND OTHER PAYMENTS


SECTION 1. BASE RENTAL

         Tenant shall, without demand or notice, pay to Landlord minimum annual
rental ("Base Rental") in the amount as is set forth in the Lease Agreement
which amounts shall be paid in equal monthly installments (or in the manner
prescribed by Part 3 of the Lease to which this is an Exhibit) without
deduction, abatement or setoff in advance on or before the first day of each
month throughout the term of this Lease. Base Rental for any partial calendar
month shall be prorated at a daily rate based upon the number of days in the
respective calendar year. Tenant shall not prepay any Base Rental more than one
(1) month in advance of its due date.

SECTION 2. ADDITIONAL CHARGES

         In addition to the Base Rental Tenant agrees, commencing on the
Commencement Date, to pay to Landlord, at the times hereinafter set forth,
without deduction, setoff or abatement, the following additional charges, as
additional rent, the nonpayment of which shall be subject to all provisions of
this Lease and of law as to default in the payment of rent or money
(hereinafter referred to as the "Additional Charges"):

         (I) COMMON AREAS CHARGES. Tenant shall pay Tenant's Proportionate
Share (as hereinafter defined) of Landlord's total annual cost and expenses
("Common Areas Charges") of operating, maintaining, repairing, upgrading and
supervising the Common Areas (as hereinafter defined) which cost and expenses
shall be calculated on an accrual basis and include, but not be limited to,
cleaning, gardening and landscaping the Common Areas including the replacement
and installation of landscaping; sanitary control to and for the Common Areas;
any security or traffic control forces or equipment provided for the Common
Areas; repairs and replacements of the paving, curbs, walkways, and all other
Common Areas and facilities; line painting; attending the parking areas; any
governmental charges, surcharges, fees, or taxes on the parking areas or on
cars parking therein: costs of all utilities used or consumed in the Common
Areas including, without limitation, electricity, water and gas consumed in
parking areas and other Common Areas as well as sewer fees and sprinkler
monitoring fees, repair and/or replacement of on-site gas lines, water lines,
sanitary sewer lines, storm sewer lines, drainage facilities, light poles,
bulbs, and any other utility lines. pipes, wires, facilities and related
appurtenances serving the Common Areas or more than one tenant premises: any
changes made in the Common Areas to comply with legal requirements; inspection;
depreciation of equipment and facilities used in connection with the Common
Area; amortization of charges which Landlord elects to charge over more than
one year which Landlord could have charged in one year; cost of signs, sign
maintenance and sound systems; all personal property and similar taxes; the
cost of all Common Areas equipment, machinery, tools, supplies and other
personal property and facilities and replacements thereof; the cost of
personnel (including benefits and taxes) to implement such services; the cost
of any contracts entered into for the performance of any such services or
functions; and similar services and functions; plus fifteen percent (15%) of
all of the foregoing costs and expenses for Landlord's administration expenses.
The Common Areas shall be defined as landscaping, paving, curbs, walkways,
driveways, parking areas, and any other areas not reserved for the use of a
single tenant.

         (II) REAL ESTATE TAXES AND ASSESSMENTS. Tenant shall pay to Landlord
Tenant's Proportionate Share (as hereinafter defined) of the real property
taxes and Assessments (general and special, ordinary and extraordinary foreseen
and unforeseen) levied against the land, building and improvements constituting
the Property in which the Premises are located or property of which the
Premises are a part or property included in Landlord's real property tax and
assessment bills for the building in which the Premises are located ("Real
Property Taxes Assessments").

         "Real Property Taxes and Assessments" shall include all costs and fees
including consultant's and similar fees incurred by Landlord in contesting or
defending taxes and assessments or negotiating with public authorities. A copy
of Landlord's tax bill shall be conclusive evidence of the amount of Real
Property Taxes and Assessments assessed or levied.

         (III) OTHER TAXES. Should any government authority having jurisdiction
impose a tax and/or assessment of any kind or nature upon, against, or with
respect to the rentals or other payments payable to Landlord or on the gross
receipts of Landlord either by way of substitution for all or any part of the
Real Property Taxes and Assessments levied or assessed against such land,
building and improvements, or in addition thereto, then such shall be deemed to
be a Real Property Tax

<PAGE>   9

and Assessment and Tenant shall be obligated to pay said tax. Tenant shall pay
said tax directly to the taxing authority or, if Landlord is obligated to pay
the taxing authority, Tenant shall pay to Landlord Tenant's Proportionate Share
thereof.

         (IV) INSURANCE. Tenant shall pay to Landlord Tenant's Proportionate
Share of Landlord's annual premiums for insurance carried by Landlord in
accordance with the requirements of Article 5 of these General Lease Provisions
for "all risk" insurance coverage; commercial general liability insurance; rent
loss insurance; boiler and machinery insurance; and all other insurance and the
loss deductibles maintained by Landlord for the building and Common Areas from
time to time.

         (V) TENANT'S PROPORTIONATE SHARE. In the event the Premises are a part
of a building with multiple tenants. "Tenant's Proportionate Share" shall be
defined as being a fraction, the numerator of which is the number of leasable
square feed in the Premises and the denominator of which is the leaseable
square footage of the area within the building in which the Premises are
located.

         In the event the Premises are located in a Property consisting of
multiple buildings. "Tenant's Proportionate Share" shall be defined as being a
fraction, the numerator of which is the number of leasable square feet in the
Premises and the denominator of which is the leasable square footage of the
area within the building comprising the Property.


         (VI) PAYMENT. The foregoing amounts, unless the amount and time for
payment are fixed, may be separately invoiced by Landlord and in such event
shall be paid by Tenant within fifteen (15) days after the date of such
invoice. Said amounts may be estimated by Landlord in which event Landlord
shall notify Tenant from time to time of Landlord's estimate. Tenant shall pay
said estimate (as said estimate may be revised) in advance on the first day of
each and every calendar month with Tenant's Base Rental without further notice.
When Landlord has calculated the exact amount actually payable by Tenant for
each item. Landlord shall notify Tenant. Any deficiency in payment by Tenant
for any item shall be paid by Tenant to Landlord upon receipt of the notice in
respect to such item. Any overpayment by Tenant shall be credited against the
next ensuing installments of Landlord's estimate of that item.

         In the event of a dispute regarding payment, the burden of proof of
payment of any monthly installments of Base Rental or Additional Charges
hereunder shall be upon Tenant.

         All Base Rental, Additional Charges and other amounts required to be
paid shall be paid to Landlord, at the notice address as is set forth in the
Lease Agreement or at such other place or places as Landlord may from time to
time designate in writing. If Tenant shall fail to pay any amounts required to
be paid under the terms of this Lease within seven (7) days after the same is
due. Tenant shall be obligated to pay a late payment charge equal to the
greater of One Hundred Dollars ($100.00) or ten percent (10%) of any payment
not paid when due to reimburse Landlord for its additional administrative
costs. In addition any Base Rental or Additional Charge which is not paid
within seven (7) days after the same is due shall bear interest at a rate equal
to the lessor of (i) eighteen percent (18%) per annum or (ii) the highest
contract rate allowable by the state in which the Premises are located from the
first day due until paid. Any assessments pursuant to this Section which shall
become due shall be payable, unless otherwise provided herein, with the next
installment of Base Rental. Any payment by Tenant or acceptance by Landlord of
a lessor amount than shall be due from Tenant to Landlord shall be treated as a
payment on account. The acceptance by Landlord of a check for a lesser amount
with an endorsement or statement thereon, or upon any letter accompanying such
check, that such lesser amount is payment in full shall be given no effect, and
Landlord may accept such check without prejudice to any other rights or
remedies which Landlord may have against Tenant.

SECTION 3. SECURITY DEPOSIT

         On or before the Commencement Date, Tenant shall deposit with Landlord
the sum set forth as the "security deposit" in Part 3 of the Lease to which
this is an Exhibit. Said deposit shall be held by Landlord, without liability
for or payment of interest thereon, as security for the faithful performance by
Tenant of all the terms, covenants and conditions of the Lease by Tenant to be
performed. Landlord shall not be required to hold the deposit as a separate
fund, but may commingle it with other funds. If at any time during the Lease
term any rent or additional rent payable by Tenant shall be overdue, or if
Tenant fails to perform any of the other terms, covenants or conditions to be
performed by Tenant, then Landlord at its option, may appropriate and apply all
or any portion of said deposit to the payment of any such overdue rent or
additional rent and to the compensation of Landlord for loss or damage
sustained by Landlord due to a breach by Tenant as aforesaid, without prejudice
to Landlord's other remedies. Should all or any part of the security deposit be
appropriated and applied by Landlord as provided above, then Tenant shall, upon
demand of Landlord, forthwith remit to Landlord a sufficient amount in cash to
restore the same to the original sum deposited. Should Tenant comply with all
of the terms, covenants and conditions of this Lease binding on Tenant, the
said deposit shall be returned in full to Tenant at the

<PAGE>   10

expiration of the term; PROVIDED, HOWEVER, (i) Landlord may deliver the funds
deposited hereunder to the purchaser or transferee of Landlord's interest in
the Premises or building in which the Premises are located in the event that
such interest is sold or otherwise transferred, and thereupon Landlord shall be
discharged from any further liability with respect to such deposit; and (ii) in
the event of the foreclosure of any first mortgage encumbering the Premises or
building in which the Premises are located or any part thereof or a conveyance
in lieu of foreclosure, the party who succeeds to title by reason thereof shall
have no obligation for the return of the security deposit unless it was
actually received by such party.

                                   ARTICLE 2
                               USE AND OPERATION

SECTION 1. PERMITTED USE

         The Premises shall be opened for business, kept open for business and,
except as provided in Part 4 of the Lease Agreement, used continuously only for
a general office and for the storage and distribution of products manufactured,
warehoused or distributed by Tenant, none of which shall be Hazardous
Substances (as defined in Article 18 hereof) or otherwise create a risk which
may adversely affect Landlord's insurance or impose additional risks to the
building in which the Premises are located. Tenant agrees that it will not use
or permit or suffer the Premises or any part thereof to be used for any
business or purpose other than specifically defined and permitted by the Lease
Agreement or this paragraph.

Tenant will obtain all permits required for its occupancy other than building
permits which are required in connection with improvements which Landlord is
required to make pursuant to this Lease Agreement.

SECTION 2. PARKING, ETC.

         Landlord shall provide areas during the term of this Lease for parking
and other uses, in common with others, by Tenant's customers and employees,
together with the right of ingress to and egress from the Premises over the
Common Areas, Landlord reserves the right to establish and impose from time to
time reasonable rules and regulations as to the occupancy of the Premises and
uniform operation of the building in which the Premises are located and may
require that delivery trucks or similar vehicles be parked in designated areas.
In no event will disabled vehicles be kept within the Common Areas and in no
event will the Common Areas be used for vehicle repair.

SECTION 3. LAWFUL AND MORAL USE.

         The Premises shall, during the term of this Lease, be used only and
exclusively for lawful and moral purposes, and on part of the Premises or
improvements thereon shall be used in any manner whatsoever for any purposes in
violation of the ordinances and laws of any governmental authority having
jurisdiction over the Premises, and Tenant will save and hold the Landlord
harmless from any such violations.

         Tenant, at Tenant's expense, shall comply with all laws, rules,
orders, ordinances, directions, regulations, and requirements of federal,
state, county and municipal authorities, now in force or which may hereafter be
in force, which shall impose any duty upon Landlord or Tenant with respect to
the use, occupation or alteration of the Premises.

SECTION 4. ADDITIONAL TENANT COVENANTS.

         Tenant, at Tenant's expense, shall keep the plate glass within the
Premises clean and clear of any debris and litter; keep any garbage, trash,
rubbish or refuse in rat-proof containers within the interior of the Premises
until removed, have such garbage, trash, rubbish and refuse removed on a
regular basis; keep all mechanical apparatus free of vibration and noise which
may be transmitted beyond the Premises; keep any vestibules or entries to the
Premises and the sidewalks, driveways, parking areas, rear service areas and
loading areas and other areas adjacent to the Premises free of all trash,
refuse or other articles; not permit any accumulations of garbage, trash,
refuse, or rubbish within or outside of the Premises; remove its personal
property from the Common Areas; not cause or permit objectionable odors to
emanate from the Premises; and not distribute handbills, printed materials, or
advertising outside its Premises or within the Common Areas or solicit business
in the parking areas or other Common Areas.

                                   ARTICLE 3
                           ASSIGNMENT AND SUBLETTING

         This Lease shall not be assigned, encumbered or in any other manner
transferred by Tenant, voluntarily or involuntarily, by operation of law or
otherwise, nor shall the Premises or any part thereof be sublet, licensed,
granted or used or occupied by anyone other then Tenant without first obtaining
the written consent of Landlord.

<PAGE>   11

         A change in the control of Tenant or any guarantor of this Lease whose
stock is not publicly held and traded shall be deemed to be an assignment for
all purposes of this Lease.

         In the event that Landlord consents to said subletting or assignment,
any amounts received by or payable to Tenant (other than the reasonable value
paid to Tenant in repayment for trade fixtures and other personal property of
Tenant) above the amounts payable by Tenant to Landlord hereunder, shall be
deemed "real estate profit" and shall be paid to Landlord.

         If Tenant shall at any time during the term of this Lease sublet all
or any part of said Premises or assign this Lease, Tenant shall nevertheless
remain fully liable under all of the terms, covenants, and conditions of this
Lease. If this Lease is assigned, or if the Premises or any part thereof are
subleased or occupied by anybody other then Tenant, Landlord may collect from
the assignee, sublessee or occupant any rent or other charges payable by Tenant
under this Lease and apply the amount collected to the rent and other charges
herein reserved, but such collection by Landlord shall not be deemed an
acceptance of the assignee, sublessee or occupant as a tenant nor a release of
Tenant from the performance by Tenant under this Lease.

         Notwithstanding Landlord's consent to any assignment, subletting,
occupation or use by another person, any subsequent assignment, subletting,
occupation or use by another person shall require Landlord's prior written
consent.

                                   ARTICLE 4
                         ALTERATIONS, INSTALLATIONS AND
                       REMOVAL OF IMPROVEMENTS BY TENANT

         Tenant shall have no right during the continuance of this Lease to
make any interior alterations, changes and improvements to the Premises without
first obtaining the prior written consent of Landlord. In the event Landlord
consents to any interior alterations, Tenant shall in such event (i) pay all
costs and expenses thereof; (ii) make such alterations, changes and
improvements in a good and workmanlike manner; (iii) obtain all required
permits; and (iv) do all work in conformity with all legal requirements. Tenant
shall hold Landlord harmless from any penalty, damage or injury of whatever
kind arising out of failure of Tenant's work to so conform.

         Landlord's approval of the plans, specifications and working drawings
for any of Tenant's alterations shall create no responsibility or liability on
the part of Landlord for their completeness, design sufficiency, or compliance
with all laws, rules and regulations of governmental authorities or agencies.

         If Landlord shall send a notice to Tenant not later than thirty (30)
days after the later of (i) the expiration date of the Term or (ii) the date on
which Tenant completely vacates the Premises, Tenant within three (3) business
days thereafter shall remove any alterations, changes and improvements made to
the Premises by Tenant with or without the consent of Landlord and shall repair
and restore the Premises to its condition prior to the making of such
alterations, changes and/or improvements. Any alterations changes and
improvements which Landlord does not require to be removed shall remain the
property of Landlord without compensation by Landlord to Tenant therefor.

         Except as otherwise provided, all furnishings, trade fixtures and
other equipment installed in the Premises by Tenant shall remain the property
of Tenant and shall be removed by Tenant upon the termination of this Lease.
Tenant shall repair any damage caused by the removal of such property and the
restoration of the Premises provided in the paragraph above. Notwithstanding
the foregoing, all light fixtures, all carpeting, linoleum or other floor
covering, nailed, cemented or otherwise adhesively attached to the Premises,
sinks and vanities and the complete electrical (including emergency generators,
if any), plumbing, air conditioning and heating systems, including ducts,
diffusers, grills and control systems, shall be and remain in the Premises at
all times for the benefit of Landlord unless Landlord shall direct Tenant to
remove any of the foregoing within the period set forth in the preceding
paragraph.

         Tenant shall pay before delinquencies all taxes assessed against
Tenant's fixtures, equipment and leasehold improvements placed in or about the
Premises.

<PAGE>   12

                                   ARTICLES 5
                         INSURANCE AND RELATED MATTERS

SECTION 1. LOSS OR DAMAGE TO TENANT'S PROPERTY.

         Tenant acknowledges that Landlord does not insure Tenant's personal
property, fixtures, improvements or equipment. Accordingly, in order to
contractually allocate risk of loss relative to all of such property Tenant
agrees that it shall store its property in and shall occupy the Premises and
use all other portions of the property of which the Premises are a part, at its
own risk. Irrespective of fault, Landlord and Landlord's agents and employees
shall not be liable for, and Tenant waives all claims against them for, loss or
damage to Tenant's business or damage to person(s) or property sustained by
Tenant or any person claiming by, through or under Tenant resulting from any
accident or occurrence in or upon the Premises or the building of which they
are a part, or any part thereof. The provisions of this section shall also
apply to the period to the commencement of the Lease term where any permission
is given by Landlord to Tenant for Tenant to perform any of its work and
install any of its fixtures or otherwise prior to commencement of the Lease
term.

SECTION 2. TENANT'S REQUIRED INSURANCE.

         Tenant shall, during the term, at its sole expense obtain and keep in
force, (i) commercial general liability insurance coverage, personal injury,
bodily injury, broad form property damage, operations hazard, owner's
protective coverage, contractual liability and products and completed
operations liability in limits not less than $1,000,000.00 inclusive (the
aggregate limits of such insurance to apply specifically to the Premises and
not to multiple locations) with Landlord and, if required by Landlord,
mortgagees of Landlord, each named as an additional insured as their respective
interest may appear; and (ii) "All Risk" Physical Damage Insurance for Tenant's
property (personal property, fixtures and leasehold improvements in excess of
building standard) in or on the Premises for the full insurable value thereof,
including an endorsement providing for "loss of income" coverage. Tenant shall
furnish evidence satisfactory to Landlord of the existence of and date on which
such policy is required to be renewed. Tenant shall obtain a written obligation
on the part of each insurance company to notify Landlord at least thirty (30)
days prior to the cancellation of such insurance. Tenant shall also obtain
worker's compensation insurance covering all persons employed, directly or
indirectly, in connection with any finish work performed by Tenant or any
repair or alteration authorized by the Lease or consented to by Landlord, as
required by the law of the state where the Premises are located.

         Landlord reserves the right to require that Tenant increase the limits
of such insurance required pursuant to the paragraph above in such amounts as
landlord determines prudent within generally accepted business practices for
comparable businesses. All policies required to be maintained by Tenant
pursuant to this Article shall be issued in a form acceptable to Landlord by
insurance companies having and maintaining at least an A-X rating in the most
currently available "Best's Rating Guide," and qualified to do business in the
state in which the Premises are located. In no event shall such policy or
policies provide for a deductible amount for any type of coverage in excess of
$1,000.00.

SECTION 3. LANDLORD'S INSURANCE.

         Landlord shall, during the term, obtain and keep in force commercial
general liability insurance coverage and "All Risk" Property Damage Insurance
covering the building of which the Premises are a part (including exterior
walls, downspouts, gutters and roof) excluding all improvements and fixtures
required to be insured by Tenant pursuant to Article 5, Section 2, in such
amounts and with such deductible amounts as Landlord determines prudent in
Landlord's sole discretion. Landlord may also insure such other risks as
Landlord may from time to time determine and with any such deductibles as
Landlord may from time to time determine. Landlord's insurance cost for
maintaining the insurance coverage referred to in this Article shall be subject
to reimbursement by Tenant to the extent provided elsewhere in this Lease.

SECTION 4. WAIVER OF RECOVERY.

Anything in this Lease to the contrary notwithstanding, Landlord and Tenant
each hereby waives any and all rights of recovery, claim, action or cause of
action, against the other, its agents, officers or employees, for any loss or
damage that may occur to the Premises, or any improvements thereto, or the
building in which the Premises are located, or any personal property of such
party therein, by reason of fire, the elements, or any other cause which is
insured against or is required to be insured against under the terms of the
"All Risk" Property Damage Insurance coverage referred to in Section 2 and 3
above, regardless of cause or origin, including negligence of the other party
hereto, its agents, officers or employees. Landlord's and Tenant's insurance
policies shall each contain a waiver of subrogation. --4.
<PAGE>   13

SECTION 5. HOLD HARMLESS AND INDEMNIFICATION.

         Irrespective of the adequacy of said insurance, Tenant shall indemnify
and save Landlord free and harmless from all liability for injury or damage to
any person(s), firm(s), corporation(s) or property occurring on or about the
Premises, or arising out of any accident or any other occurrence on the
Premises or due directly or indirectly to the use of said Premises or any part
thereof by Tenant, its agents, subtenants or assignees (including all cost,
expenses, court reporters fees, expert fees and attorney fees incurred by
Landlord in defense of any such claims).

SECTION 6. INVALIDATION OF INSURANCE/INCREASED PREMIUMS.

         Tenant shall not do anything or engage in any activity or permit any
condition to exist on or about the Premises which will cause the cancellation
of or invalidate any insurance which Landlord may now or hereafter have on the
building in which the Premises are located or the Premises. Further, Tenant
shall not permit any condition or activity which may result in increased
premiums payable by Landlord.

                                   ARTICLE 6
                                    REPAIRS

         Except as otherwise provided in this Lease, within a reasonable time
after Landlord receives written notice from Tenant of the necessity thereof,
Landlord will repair the roof, structural portions and exterior of the Premises
(exclusive of doors, plate glass or entrances which shall be maintained and
repaired by Tenant); provided, however, that Tenant, not Landlord, shall at
Tenant's sole cost and expense make all repairs and replacements necessitated
by reason of (a) the neglect, fault or default of Tenant or Tenant's agents,
employees, contractors, invitees, or customers and (b) the structural and
exterior work done or installed by Tenant. Further, and notwithstanding
anything in this Lease to the contrary, Tenant shall make all repairs and
replacements to the property which Landlord's is required to maintain which are
required as the result of repairs, alterations, other improvements or
installations made by Tenant or any occupant of the Premises or the agents of
any of them.

         All maintenance, repairs and replacements to the Premises not
specifically the obligation of Landlord under this Lease shall be made by
Tenant. Tenant, at Tenant's expense, shall make all repairs and replacements to
keep and maintain the interior of the Premises in good condition and repair,
including, but not limited to, the heating, electrical, air conditioning
(whether located within or without the Premises), sprinkler and other
mechanical installations serving the Premises, the plumbing and sewer systems
serving the Premises, the exterior and interior portions of all doors including
door checks and hardware, and all windows, frames and glass; and Tenant shall
promptly replace all broken and cracked glass. Any replacements Tenant is
required to make under this Lease shall be of equal or better quality, type and
style as the item being replaced. Tenant shall be responsible for all painting
and decorating of the Premises. Tenant will maintain and keep in good condition
and repair all structural and exterior work done or installed by Tenant. Tenant
shall not permit any waste, damage or injury to the Premises and shall, at its
sole cost and expense, abate any nuisance upon, or emanating from, the
Premises, keep the Premises neat, clean and in orderly and sanitary condition
free of offensive odors, vermin, rodents, bugs insects and other pests. Tenant
shall keep in full force and effect a maintenance contract with a reputable
heating contractor providing for at least quarterly inspection and maintenance
of the heating and air conditioning systesm serving the Premises. Upon request
Tenant shall provide or require its contractor to provide copies of all
maintenance and service records to Landlord. Tenant shall obtain approval from
Landlord of its heating and air conditioning contractor and, additionally,
shall obtain approval of any other contractor which may require access to the
roof for the purpose of implementation of any repairs or improvements. Tenant
shall in no event perforate or do any work on or affecting the roof of the
Premises without Landlord's prior written consent and if consented to, shall
only use contractors approved by Landlord.

                                   ARTICLE 7
                                MECHANIC'S LIEN

         Tenant shall have no authority to create or place any lien or
encumbrances of any kind or nature whatsoever upon, or in any manner to bind,
the interest of Landlord in the Premises or to charge the rentals payable
hereunder for any claim in favor of any person or entity dealing with Tenant,
including those who may furnish materials or perform labor for any construction
or repairs, and each such claim shall affect and each such lien shall attach
to, if at all, only the leasehold interest granted to Tenant by this
instrument. If Tenant shall make repairs or improvements to the Premises,
Tenant shall, in making such repairs or improvements, act solely for its own
benefit and not as an agent of Landlord, and Landlord's interest in the
Premises, and the building or the overall development of which the Premises are
a part, shall not be subject to any mechanic's, furnisher's or materialmen's
liens.

<PAGE>   14

         Tenant covenants and agrees that it will pay or cause to be paid all
sums due and payable by it on account of any labor performed or materials
furnished in connection with any work performed on the Premises on which any
lien is or can be validly and legally asserted against its leasehold interest
in the Premises or the improvements thereon. Tenant will save and hold Landlord
harmless from any and all loss, cost or expense, including attorneys' fees,
based on or arising out of asserted claims or liens against the leasehold
estate or against the rights, title and interest of the Landlord in the
Premises or under the terms of this Lease. Tenant shall discharge by payment or
satisfactory bond pursuant to statutory procedures any lien arising out of work
performed or materials furnished on the Premises by, through or under Tenant
within thirty (30) days after the filing of same.

                                   ARTICLE 8
                         DAMAGE OR DESTRUCTION BY FIRE

         In the event the Premises shall be damaged or destroyed either (i) by
an insured casualty within Landlord's standard all-risk insurance policies to
such extent that Landlord cannot make necessary repairs or rebuild within
ninety (90) days from the date of such damage or destruction; or (ii) by an
uninsured casualty, or (iii) by an insured casualty with respect to which
Landlord's mortgage requests that the insurance proceeds be applied to the
indebtedness, then at Landlord's option, this Lease Agreement may be terminated
in which event Tenant shall be allowed an abatement of rent from the date of
such damage or destruction.

         If the Premises shall be damaged or destroyed by fire or other causes
and Landlord elects to repair the Premises and continue this Lease, then this
Lease Agreement shall not terminate, the Premises shall be repaired or rebuilt
by Landlord at its own expense, the Base Rental and Additional Charges shall
abate proportionately until the repairs or rebuilding are completed and
possession thereof given to Tenant, and the term of this Lease Agreement shall
be extended for a period equal to such period of rent abatement but not
otherwise effected. Tenant shall in all events restore or repair its additions
and improvements to the Premises. Tenant shall, in case of damage or
destruction, give immediate notice in writing to Landlord.

         Should fifty percent (50%) or more of the total leaseable area of the
building in which the Premises are located at any time be damaged or destroyed
by fire or any other cause, Landlord may elect not to rebuild any may forthwith
terminate this Lease Agreement by written notice to Tenant of Landlord's
election to so terminate.

         In the event of a casualty loss or damage which arises out of or in
connection with the use, misuse, or occupancy of the Premises by Tenant, or
results from the acts or omissions of Tenant, its employees, or agents, Tenant
shall indemnify Landlord for any claims, loss or damage not covered under
Landlords standard insurance coverage, including the deductible portion of such
insurance.


                                   ARTICLE 9
                              RIGHT OF ENTRY, ETC.

         Landlord reserves the right during the term of this Lease to enter the
Premises at reasonable hours for the purpose of inspecting and showing the
Premises and to make such repairs as Landlord may deem necessary for their
protection and preservation, and additionally may enter at any time in the
event of an emergency, provided that these rights shall not be construed as
expanding Landlord's repair obligation beyond that as stated herein.


                                   ARTICLE 10
                                    DEFAULT

         Tenant shall be in default hereunder if Tenant shall (i) fail to pay
rent or any other sums of money required to be paid by Tenant and such failure
shall continue for five (5) days after Landlords gives Tenant written notice
thereof; or (ii) fail to perform or comply with any other covenant, condition,
term or provision of this Lease and such failure shall continue for ten (10)
days after Landlord gives Tenant written notice thereof. In the event of any
such default, in addition to all other remedies given to Landlord in law or in
equity, Landlord may by written notice to Tenant terminate this Lease or
without terminating this Lease and without notice re-enter the Premises by
summary proceedings or otherwise and in any event may dispossess Tenant.

<PAGE>   15

         Tenant, notwithstanding such termination, shall be and remain liable
for all rent and other charges and sums due hereunder for the remainder of the
term, which liability shall survive the termination of this Lease, the re-entry
by Landlord and the commencement of any action to secure possession of the
Premises. Landlord shall have the right to maintain successive actions against
Tenant for recovery of all damages, including, without limitation, amounts
equal to the rents and other charges and sums payable hereunder as and when
said rents and other charges and sums are payable hereunder and Landlord shall
not be required to wait to begin such actions or legal proceedings until the
date this Lease would have expired.

         In the event of such re-entry, Landlord may enter as agent for Tenant
or in its own name, without being obligated to do so, and re-let the whole or
any portion of said Premises (with or without any improvements made by Tenant
thereon), or the whole or any portion thereof with additional space, for any
period equal to, greater or less than the remainder of the term of this Lease,
for any sum (including any rental concessions and rent-free occupancy) which it
may deem reasonable, to any tenant which it may deem suitable and satisfactory,
and for any use and purpose which it may deem appropriate. Landlord's damages
shall include, without limitation, attorney's fees incurred by reason of
Tenant's default, commissions and the cost of repair or alteration of the
Premises ("Cost of Re-letting") and, in the event of any reletting, Landlord
may apply the rent therefrom first to the payment of Landlord's expenses,
including Cost of Re-letting, and then to the payment of rent and all other
sums due from Tenant hereunder, Tenant remaining liable for any deficiency.

         All remedies available to Landlord in this Lease, in law or equity are
declared to be cumulative and concurrent. No termination of this Lease nor any
taking or recovering of possession of the Premises shall deprive Landlord of
any of its rights, remedies or actions against Tenant including, without
limitation, the right to receive all past due rents and damages equal to future
rents and other charges accruing under this Lease, which rights shall survive
the termination of this Lease or taking of possession of the Premises.

         If this Lease be terminated for any reason whatsoever or if Landlord
should re-enter the Premises as a result of any breach of Tenant hereunder
without terminated the Lease, Tenant covenants any other covenant herein to the
contrary notwithstanding (except where this Lease is terminating following
eminent domain proceedings) that the Premises shall then be in the condition
prescribed for delivery at the expiration of the term of this Lease.

         In the event Tenant violates any of the provisions, covenants,
conditions or promises set forth in this Lease Agreement, and further in the
event Landlord determines in its exercise of its sole discretion that such
default is susceptible of a cure by Landlord, then in addition to any and all
other remedies provided for in this Lease, Landlord shall have the right (but
shall not be obligated) to cure such default and implement such corrective
measures as Landlord deems reasonably necessary to correct such default. In the
event Landlord exercises the right of "self help" as set forth in the preceding
sentence, then Tenant covenants and agrees that it shall within five (5) days
after notice from Landlord pay to Landlord one hundred twenty five percent
(125%) of the cost incurred by Landlord in connection with implementation of
such corrective measures, it being the intent to permit Landlord to recover a
reasonable administrative fee in addition to the actual cost incurred.

         Further, in the event Tenant is not conducting a going business within
the Premises or vacates or abandons the Premises (the cessation of operation of
a business within the Premises for a period in excess of seven (7) days to be
conclusive evidence of Tenant's intent to abandon or vacate the Premises) then
Landlord shall have the right (but shall not be obligated) to enter the
Premises after providing notice to Tenant for the purpose of inspection and
implementation of such repairs, maintenance or other improvements to the
Premises which may be required, in Landlord's opinion, to preserve the overall
appearance of the Premises or to mitigate the adverse impact of the appearance
of the Premises upon the Property. Landlord shall additionally have the right
to change the exterior locks, then Tenant shall, upon request, be provided with
a key to the Premises. In no event shall any of the foregoing actions by
Landlord be considered an eviction, constructive or otherwise, of Tenant, it
being the intent of the parties to permit Landlord a reasonable right of access
to the Premises for the purposes set forth herein and to minimize any adverse
impact resulting from an abandonment of the Premises or cessation of operation
by Tenant. Entry by Landlord pursuant to this paragraph shall in no event be
construed, interpreted or otherwise determined to be an eviction of Tenant or a
termination of this Lease absent notification to the contrary by Landlord.

         Landlord and Tenant shall and do hereby waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other on any matters not relating to personal injury or property
damage but otherwise arising out of or in any way connected with this Lease,
the relationship of Landlord and Tenant, Tenant's use or occupancy of the
Premises and any emergency statutory or any other statutory remedy. In the
event an attorney is employed by either party in order to initiate litigation
to secure compliance by other party with the provisions of this Lease,
non-prevailing party shall pay to the prevailing party the reasonable
attorneys' fees and cost of collection of enforcement of the provisions of this
Lease incurred by the prevailing party, including filing fees and court costs.

<PAGE>   16

                                   ARTICLE 11
                              INSOLVENCY OF TENANT

         In the event of the insolvency of Tenant, or the filing of a
proceeding by or against Tenant or any partner of Tenant or guarantor of this
Lease under the Bankruptcy Code or if relief is sought by Tenant under any
similar debtor relief laws or proceedings including an offer in or out of court
for the compromise of Tenant's debts, or any substantial part thereof, Landlord
in addition to any rights available to it at law or equity shall have the right
and privilege to immediately terminate this Lease. Landlord shall have the
right to immediately re-enter into possession of the Premises for the purpose
of leasing same.

                                   ARTICLE 12
                            DELIVERY AT END OF LEASE

         Tenant agrees that on the last day of the term it shall without notice
or demand deliver the Premises, including all improvements and fixtures
permanently attached, and replacements thereto (except those which Tenant may
within thirty (30) days after the expiration date of the term be directed to
remove) to Landlord, or Landlord's agent or assignee, in good order and
condition. Tenant shall have repaired all damage to the Premises, ordinary wear
and tear excepted.

         If Tenant remains in possession of the Premises after the expiration
of the tenancy created hereunder and without the execution of a new lease or
other written agreement, Tenant shall be deemed to be occupying the Premises as
a tenant from month to month and subject to all of the rents and provisions of
this Lease in effect on the day before the expiration of the tenancy, except
those relating to term and except that the Base Rental shall be increased to
the amount which is the greater of (i) double the amount payable during the
last month of the Lease or (ii) one hundred fifty percent (150%) of the fair
rental value of the Premises as of the expiration of the term, without
prejudice to any claim for damages or otherwise which Landlord may have against
Tenant for failure of Tenant to vacate the Premises at expiration of the term.
For the purpose of this provision "fair rental value" shall be defined as being
the amount which Landlord is then receiving for comparable space in the
building or project in which the Premises are located or in comparable
properties in the same city.

                                   ARTICLE 13
                          EXTENSION; PARTIAL PAYMENT;
                           NO ACCORD AND SATISFACTION

         It is agreed that, should Landlord, at its option, either extend the
time of payment or accept partial payment on one or more of the Base Rental
installments or other monetary obligations hereunder, such shall not be
construed as altering the terms of payment of any subsequent installments or
obligations. After the service of any notice or commencement of any suit, or
final judgement therein, Landlord may receive and collect any rent due and such
collection or receipt shall not operate as a waiver of nor affect such notice,
suit or judgment.

         No payment by Tenant or receipt by Landlord of a lessor amount shall
be other than on account of the earliest stipulated rent, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment as rent be deemed in accord and satisfaction. Landlord may accept such
check or payment without prejudice to Landlord's right to recover the balance
of such rent or pursue any other remedy provided for in this Lease or available
at law or in equity.

         In the event that any of Tenant's checks payable to Landlord or
Landlord's agent shall be returned for insufficient funds. Landlord shall have
the right to demand from Tenant that all future rent payments be made by
certified check or money order, Tenant shall pay to Landlord a returned check
fee of $20.00 and Landlord shall not be required to accept any check from
Tenant which does not so conform.

                                   ARTICLE 14
                      SUBORDINATION; ATTORNMENT; ESTOPPEL;
                        LANDLORD'S COVENANT AS TO TITLE

         Upon payment by Tenant of the rent and other charges herein provided,
and upon the observance and performance of all the covenants, terms and
conditions of Tenant's part to be observed and performed, Tenant shall
peaceably and quietly hold and enjoy the Premises for the term hereof without
hindrance or interruption by Landlord or others legally claiming title thereto
by, through or under Landlord, subject, nevertheless, to the terms and
conditions of this Lease.

         Tenant's leasehold estate shall always be subordinate to any mortgage
loan, deed of trust or underlying or ground lease, including, without
limitation, any refinancing, replacement, renewal, modification, extension or
consolidation thereof

<PAGE>   17

which is placed upon the Premises from time to time by Landlord. This provision
shall be self operative and no further instrument of subordination shall be
required.

         Tenant agrees that it will attorn to and recognize the purchaser at
any foreclosure sale or at any sale under a power of sale contained in any
mortgage or deed of trust upon the property in which the Premises are located
and the grantee of any conveyance made in lieu of foreclosure of power of sale
as landlord under this Lease. Tenant agrees, further, that in the event any
proceedings are brought for the termination of any ground or underlying lease
affecting the Premises, upon such termination, if the lessor thereunder elects
or is obligated to recognized Tenant, Tenant shall attorn to such lessor and
recognize such lessor as Landlord under this Lease.

         Tenant covenants and agrees that within five (5) days after receipt of
notice Tenant shall execute in recordable form and deliver upon demand of
Landlord whatever instruments may be required to acknowledge and further
evidence the subordinations, agreements to attorn and priorities, referred to
in this Section. Tenant shall additionally, within five (5) days after receipt
of notice, execute an "Estoppel" certificate confirming that the Lease is in
full force and effect, that there are no Landlord defaults (or delineating with
specificity the nature of such Landlord's defaults, if any), the rental and
other amounts required to be paid by Tenant, and such other information as is
reasonably requested by a prospective purchaser or mortgagee.

                                   ARTICLE 15
                                    GRAPHICS

         Tenant shall not place or permit to be placed on the exterior of the
Premises, upon the roof, on any exterior door or wall, or on the exterior or
interior window, any sign, advertising matter, decoration, lettering or other
thing of that kind without the written consent of Landlord first had and
obtained. In no event shall temporary or portable signs or banners be utilized,
installed or displayed at or about the Premises. All signs and directories
shall conform to the specifications which Landlord requires in the exercise of
its sole discretion.

                                   ARTICLE 16
                                  CONDEMNATION

         The parties hereby agree that should the Premises, or such portion
thereof as will make the Premises unusable for the purposes herein leased, be
taken or condemned for public or quasi-public use, then this Lease shall
terminate from the date when possession of the part so taken shall be required.
If the Lease continues after a partial taking, the Base Rental and Additional
Charges shall abate proportionately as to the part taken. All compensation
awarded for such taking of the Premises, or any part thereof, the fee and the
leasehold shall belong to and be the property of landlord provided, however,
that Landlord shall not be entitled to any portion of any award made to Tenant
for the value of Tenant's trade fixtures. Tenant shall not be entitled to any
damages for the unexpired portion of the term of this Lease, or injury to its
leashold interest.

                                   ARTICLE 17
                                   UTILITIES

         Tenant is to obtain and pay for all utilities, including electricity,
gas, other fuel, water garbage fee, sewer fee, sprinkler monitoring fees and
other special fees on or for the Premises during the term of this Lease. If
there is a master meter source provided by or through the Landlord, Tenant will
pay Landlord for said utility usage as additional rent promptly upon
presentation of statements for said usage, based upon Landlord's determination
from time to time of Tenant's consumption. Said amounts may be estimated by
Landlord in which event Tenant shall pay said estimate, as may be revised from
time to time, in advance on the first day of each and every month with Tenant's
Base Rental without further notice. Landlord will have the right in its
discretion to adjust utility costs among tenants on other than a pro rata basis
upon it determination of tenants' usage.

                                   ARTICLE 18
                             ENVIRONMENTAL MATTERS

         Tenant shall not caused or permit any Hazardous Substances to be used,
stored, generated, disposed of or released on or in the Premises or the
Property or the land on which the Property is located or the underlying
acquirer on which the Property is located. Further, Tenant shall not cause or
permit any materials or substances which are commonly deemed to be explosive or
flammable to be used, stored, generated, released or disposed of on or in the
Premises or

<PAGE>   18


the Property in which the Premises are located by Tenant, Tenant's agents,
employees, contractors, or invites without first obtaining Landlord's written
consent. If Hazardous Substances are used, stored, generated, or disposed of on
or in the Premises or the Property except as permitted above, or if the
Premises or the Property become contaminated in any manner for which Tenant is
legally liable, Tenant shall indemnify and hold harmless Landlord from any and
all claims, damages, fines judgements, assessments, penalties, costs,
liabilities, or losses (including, without limitation, a decrease in value of
the Premises or the Property, damages caused by loss or restriction of rentable
or unusable space, or any damages caused by adverse impact on marketing of the
space, and any and all sums paid foe settlement of claims, attorney's fees,
consultant's fees, and expert's fees) arising during or after the Lease term
and arising as a result of that contamination by Tenant. This indemnification
includes, without limitation any and all cost incurred because of any
investigation of the site or any cleanup, removal, or restoration mandated by a
federal, state, or local agency or political subdivision. Without limitation of
the foregoing, if Tenant causes or permits the presence of any Hazardous
Substance on the Premises or the Property and that results in contamination,
Tenant shall promptly, at its sole expense, take any and all necessary actions
to return the Premises or the Property to the condition existing prior to the
presence of any such Hazardous Substance on the Premises or the Property.
Tenant shall notify Landlord if any governmental regulatory agent cites or
notifies it of a violation of environmental laws, rules or regulations and
shall keep Landlord informed of all acts or actions taken by Tenant with
respect thereto. Tenant shall first obtain Landlord's approval for any such
remedial action.

         As used herein, "Hazardous Substance" means any substance that is
toxic, ignitable, reactive, or corrosive and that is regulated by any local
government, the state in which the Property is located, or the United States
Government. "Hazardous Substance" includes any and all material or substances
that are defined as "hazardous waste," "extremely hazardous waste," or a
"hazardous substance" pursuant to state, federal, or local governmental law.
"Hazardous Substance" includes, but is not restricted to, asbestos,
poloychlorobiphenyls ("PCBs"), and petroleum.

         At lease forty-five (45) days prior to the expiration of the term
hereof, Tenant shall furnish an environmental audit report prepared by an
environmental engineering firm reasonably to Landlord which shall certify the
absence of any Hazardous Substance on, under, at, or within the Premises or the
Property.

         The provisions of this Article 18 shall survive any assignment,
transfer, amendment or termination of this Lease Agreement.

         The provision of Article 18 shall apply to Tenant, its agents,
employees, contractors, invitees or others who obtain access to the Premises
during the term hereof.

                                   ARTICLE 19
                                FIRE PROTECTION

         Tenant has examined the Premises and fire protection/sprinkler system
in the Premises, if any. Tenant acknowledges that Landlord shall have no
responsibility for implementation of any modifications whatsoever to any fire
protection/sprinkler system in the Premises which Tenant has examined and with
which Tenant is satisfied. In the event that the Fire Marshal, Building
Department or other municipal authority requires any modifications to the
existing fire protection/sprinkler system, implementation of such modifications
and all costs thereof shall be the responsibility of Tenant. Further, in the
event such modifications are requested or requested or required as a
restriction of Tenant's use or method of storage materials within the Premises,
Tenant shall either implement the required modifications to the fire
protection/sprinkler system or ventilation and/or Tenant shall modify its
method of storage or use of the Premises so as to comply with the permitted
uses under the existing fire protection/sprinkler system or ventilation
configuration. The Premises shall in no event be used for storage of
"high-piled combustible stock" as defined in the Building Code adopted from
time to time by the governmental authority having jurisdiction over the
Premises, unless fire protection for such use has been installed and is
maintained in accordance with all applicable ordinances, laws, rules and
regulations. Tenant agrees that it shall pay for sprinkler monitoring fees
through Common Area Charges as set forth in Article 1, Section 2, Subsection
(i), provided however, if the Premises consist of a building of which Tenant is
the sole occupant, Tenant may be billed for and shall pay sprinkler monitoring
fees directly.

                                   ARTICLE 20
                               PERSONAL LIABILITY

         The liability of Landlord (and any partner, stockholder or officer of
Landlord) to Tenant for any default by Landlord under the terms of this Lease
shall be limited to the interest of Landlord in the Property and Landlord (and
any partner, stockholder or officer of Landlord) shall not be personally liable
for any deficiency nor shall Landlord (or any partner, stockholder or officer
of Landlord) ever be liable under the terms of this Lease for consequential or
special damages. This paragraph shall not be deemed to limited or deny any
remedies which Tenant may have in the event of default by Landlord hereunder
which do not involve the personal liability of Landlord.

<PAGE>   19

         In the event of sale of the Property, Tenant agrees that Landlord
shall thereupon be released from any obligations or liabilities accruing under
this Lease from and after the effective date of such conveyance.

                                   ARTICLE 21
                                    NOTICES

All notices required or provided for under this Lease shall be given in writing
either by (i) CERTIFIED, return receipt requested: (ii) hand delivery by a
reputable courier service requiring receipt on delivery; or (iii) delivery by a
national or regional overnight courier service. All notices shall be addressed
to Landlord or Tenant at the addresses set forth in the Lease Agreement or to
such other addresses as Landlord or Tenant may direct in writing from time to
time.

Notices shall be effective upon the earlier of actual receipt or forty-eight
(48) hours after deposit in the U.S. Mail or permitted courier. Notices of any
default by Landlord shall be given by Tenant to any mortgage of whom tenant has
been notified in writing, and said mortgagee shall have the right to cure said
default.

                                   ARTICLE 22
                             RULES AND REGULATIONS

         Tenant and Tenant's agents, employees, invitees and visitors shall
comply full with the requirements of the following rules and regulations. Such
rules and regulations may be changed or amended by Landlord at any time.

         (i) All garbage and refuse shall be kept in approved type containers
and shall be placed at a location adjoining the Premises or the location
designated by Landlord, for collection at regular intervals (not less than
weekly); Tenant to pay the cost of removal of garbage and refuse.

         (ii) The Tenant agrees that if the Premises are used for other than
the use contemplated by the Lease Agreement, or if the Fire Marshal requires,
Tenant, at its cost, shall provide the required additional automatic sprinkler
heads and/or other required modifications necessary to comply with the
insurance and fire department regulations; in all events Tenant shall provide
for its usage the necessary quantity and approved type and class fire
extinguishers within the Premises.

         (iii) No radio, television, satellite, microwave dish or tower, or
other similar aerials or appurtenances (inside or outside) shall be installed
without first obtaining in each instance Landlord's consent in writing, and if
such consent is given, no such device shall be used in a manner as to be heard
or seen outside of the Premises. Tenant shall be responsible for any damage to
Landlord's roof occasioned by such installation.

         (iv) Tenant shall keep the Premises at a temperature sufficiently high
to prevent freezing of water in pipes and/or fixtures or equipment.

         (v) Tenant shall during the lease term of any extension hereof, at
Tenant's cost, be reasonable for pest extermination (including, but not limited
to, rodents and insects) at such intervals as are necessary to keep the
Premises free and clear of infestation.

         (vi) Tenant shall not place, suffer or permit display or storage on
the outside of the Premises or upon any of the Common Areas of the building of
which the Premises are a part nor shall Tenant install, maintain or permit any
vending machines, pay phones, or other property upon the Common Areas.

         (vii) Tenant agrees at all times to comply with any governmental
energy conservation regulations and at all times to maintain temperatures in
the Premises consistent with the temperature as specified and set forth in any
governmental regulations.

         (viii) The outside areas immediately adjoining the Premises shall be
kept clean and free from its rubbish by Tenant, and Tenant shall not place,
suffer or permit any obstructions or merchandise in such areas.

         (ix) Tenant and its employees shall park their cars only in the
parking area designated for that purpose by Landlord; if Tenant or its
employees park in a manner that obstructs any fire lane or shall interfere with
any of the rights of Landlord or other tenant within the building(s) and their
rights to free and uninterrupted egress and ingress and loading, Tenant hereby
authorizes Landlord (at its option) to tow away such vehicles and Tenant shall
be responsible for all costs incurred in connection with such towing.

         (x) Tenant shall not burn trash or garbage in or about the Premises.

<PAGE>   20

         (xi) Tenant shall not conduct or permit to be conducted in the
Premises any auction, fire, bankruptcy or other distress sales without the
prior written consent of Landlord.


                                   ARTICLE 23
                               REAL ESTATE AGENT

Landlord and Tenant each represent and warrant to the other that no agents were
involved in the negotiation of this Lease except as is disclosed in the Lease
Agreement to which this is an exhibit. Each party agrees to indemnify the other
against claims for commission by individuals, entities or agents claiming
entitlement to commission by virtue of its representation of the indemnifying
party.

                                   ARTICLE 24
                            COVENANTS RUN TO HEIRS

         It is hereby covenanted and agreed between the parties hereto that all
covenants, conditions, agreements and undertakings in this Lease contained
shall extend to and be binding on, and insure to the benefit of (except as
limited by the terms hereof), the respective heirs, administrators, executors,
successors and permitted assigns of the respective parties hereto the same as
if they were in every case named and expressed also that the term Landlord and
Tenant shall be construed in the singular or plural number according as they
respectively represent one or more than one person.

                                   ARTICLE 25
                                SHORT FORM LEASE

         The parties have entered into a Short Form of this Lease Agreement
which may, at Landlord's option, be recorded. In no event shall this Lease
Agreement be recorded.

                                   ARTICLE 26
                               CORPORATE TENANTS

         In the event Tenant is a corporation, the persons executing this Lease
on behalf of Tenant hereby covenant and warrant that: Tenant is a duly
constituted corporation qualified to do business in the State in which the
Premises is located; all Tenant's franchise and corporate taxes have been paid
to date; all future forms, reports, fees and other documents necessary for
Tenant to comply with applicable laws will be filed by Tenant when due; and
such persons are duly authorized by the board of directors of such corporation
to execute and deliver this Lease on behalf of the corporation.

                                   ARTICLE 27
                                ENTIRE AGREEMENT

         This Lease includes the Lease Agreement, Exhibit A (drawing or
description of the Property showing the general location of the Premises), this
Exhibit B (General Lease Provisions) and Exhibit C (which delineates the
construction requirements of the parties if any). The foregoing constitute all
of the agreements and conditions made between the parties hereto, and no
representations or statements or statements claimed to have been made and not
herein contained shall modify this Lease in any way.



Landlord:  Belz Devco, L.P.
      By:  Belz Investco, L.P. (general partner) Tenant: Back Yard Burgers, Inc.
      By:  Urco, Inc. (general partner)


By: /s/ Morris I. Thomas                    By: /s/ Lattie Michael
   --------------------------------------      --------------------------------
   Morris I. Thomas, Vice President            Lattie Michael, CEO

By: /s/ Irvin S. Skopp
   --------------------------------------
   Irvin S. Skopp, Vice President

<PAGE>   21

                               RIDER TO EXHIBIT B
                            GENERAL LEASE PROVISIONS
                 BETWEEN BACK YARD BURGERS, INC., AS TENANT AND
                         BELZ DEVCO, L.P., AS LANDLORD

1.       ..."During the first calendar year of the Lease term, Tenant shall pay
         its actual proportionate share of the Common Area Maintenance and
         Operation Costs. Commencing with the second calendar year during the
         Lease term, Tenant's Proportionate Share of the Common Area
         Maintenance and Operation Costs (excluding the costs of waste removal,
         security and utilities) shall not increase by more then 5% calculated
         cumulatively over the prior year's share as prorated for any partial
         calendar year.

         Landlord and Tenant acknowledge and agree that during the first full
         calendar year of any renewal term that may be exercised by Tenant,
         Tenant shall pay it actual Proportionate Share of the Common Area
         Maintenance and Operation Costs and that, thereafter, during the
         respective renewal term, the Common Area Maintenance and Operation
         Costs (excluding the costs of waste removal, security and utilities)
         shall not increase more than 5% calculated cumulatively over the
         amount of the Common Area Maintenance and Operation Costs for the
         prior calendar year as prorated for any partial calendar year.

         Within one hundred eighty days (180) days after the end of each
         calendar year, Landlord shall provide Tenant with a written statement
         (i) itemizing the Common Area Maintenance and Operation Costs for the
         calendar year just ended and (ii) Tenant's prorata share of such
         Common Area Maintenance and Operation Costs." ....

2.       ...."Tenant shall have the right to place one (1) standard commercial
         dumpster and concrete pad, if required for said dumpster, on the
         exterior of the Premises in the location shown on Exhibit A at
         Tenant's expense. Tenant shall install and maintain the aforesaid
         dumpster and any concrete pad, if required for said dumpster. Tenant
         at Tenant's expense, shall remove the aforementioned dumpster and
         concrete pad, if any, from the exterior of the Premises upon the
         termination of this Lease and shall return such exterior of the
         Premises to its condition as it existed prior to the installation of
         such dumpster and concrete pad, if any." ....

3.       ....", such consent shall not be unreasonable withheld." ....

4.       ...."Landlord and Tenant shall name each other as an additional
         insured, respectively, under their respective insurance policies as
         required to be maintained herein." ....

5.       ...."(except for the one (1) standard commercial dumpster referred to
         above)" ....

6.       Unless caused by negligence of Landlord.

<PAGE>   22

              E X H I B I T   "C" - W O R K   T O   B E   D O N E

                           BELZ DEVCO L.P. - LANDLORD

                        BACK YARD BURGERS, INC. - TENANT



The Tenant leases Premises in an "AS IS" condition and agrees to make all
improvements at its expense, including compliance with any ADA and handicap
requirements except that Landlord shall make those improvements as shown on the
attached Exhibit C, Plans and Specifications at a cost not the exceed
$192,163.00.



                            LANDLORD:  BELZ DEVCO L.P.
                                  BY:  BELZ INVESTCO L.P. (General Partner)
                                  BY:  URCO, Inc. (General Partner)

                                     By: /s/ Morris I. Thomas
                                        ----------------------------------------
                                        Morris I. Thomas, Vice President

                                     By: /s/ Irvin S. Skopp
                                        ----------------------------------------
                                        Irvin S. Skopp, Vice President


                            TENANT:  BACK YARD BURGERS, INC.

                                     By: /s/ Lattie Michael
                                        ----------------------------------------
                                        Lattie Michael, CEO

<PAGE>   23

                              MEMORANDUM OF LEASE

     THIS LEASE, made and entered into as of the 12th day of November, 1999 by
and between BELZ DEVCO L.P., a Tennessee limited partnership, hereinafter
referred to as "Landlord", and BACK YARD BURGERS, INC., a Delaware corporation,
hereinafter referred to as "Tenant":

                                  WITNESSETH:

     For and in consideration of One Dollar ($1.00) and other valuable
consideration paid and to be paid by the Tenant to the Landlord, the Landlord
does demise and let unto Tenant and the Tenant does lease and take from the
Landlord, upon the terms and conditions and subject to the limitations more
particularly set forth in a certain agreement between the Landlord and Tenant,
bearing even date herewith, to which Agreement reference is hereby made for all
of the terms and provisions thereof, which terms and provisions are made a part
hereof as fully and particularly as if set out verbatim herein, the premises
situated in the City of Memphis, County of Shelby, State of Tennessee,
consisting of land, together with improvements placed and/or to be place
thereon, and more particularly described as follows:

     An industrial space containing approximately 7,500 square feet located
within the Shelby Oaks Industrial Park and further municipally described as
1661 Shelby Oaks Drive North, Suites 103-106, Memphis, Shelby Co., Tennessee.

     TO HAVE AND TO HOLD the above demised premises unto the Tenant for the
period of ten (10) years, commencing on the first day of ___________ and ending
on the last day of the previous month ten (10) years thereafter.

     A first lien is hereby expressly reserved by the Landlord and granted by
the Tenant upon the terms and conditions of this Lease and upon all interest of
the Tenant in this leasehold for the payment of rent and also for the
satisfaction of any cause of action which may accrue to the Landlord by the
provisions of this instrument. A first lien is also reserved by the Landlord
and granted by the Tenant upon all building and other physical improvements,
fixtures and equipment, erected or put in place or that may be erected or put
in place upon the premises by or through the Tenant or other occupants for the
payment of rent and also for the satisfaction of any cause of action which may
accrue to the Landlord by the provisions of this instrument.

     It is agreed and understood that if the Tenant shall make certain
improvements to the demised premises, Tenant shall, in making such
improvements, act solely for its own benefit and not as an agent of Landlord
and that Landlord's interest in the demised premises the building of which the
demised premises are a part, and the overall development of which the demised
premises are a part, shall not be subject to any mechanical, furnishers or
materialmen's liens. Landlord does not consent to any contract for labor or
materials within the context of Section 66-11-108 et seq., Tennessee Code
Annotated out of which any such liens might arise. No contract for labor or
material will be contracted for by Tenant except with the express stipulation
that any lien arising therefrom shall not attach to Landlord's fee except with
the express stipulation that any lien arising therefrom shall not attached to
Landlord's fee interest, but only to Tenant's leasehold interest in the demised
premises, building, or in the overall development of which the demised premises
is a part. Tenant shall defend and save harmless Landlord from any and all
loss, cost or expense, including attorney's fees, based on or arising out of
asserted claims or liens against the leasehold estate or against the right,
title and interest of Landlord in the demised premises or under the terms of
the Lease. Tenant shall discharge by payment or furnish to Landlord a
satisfactory bond pursuant to statutory procedures any lien arising out of work
performed or materials furnished on the demised premises by, through or under
Tenant within thirty (30) days after the filing of same.

<PAGE>   24

     IN WITNESS WHEREOF, the parties through their duly authorized officers,
have executed this instrument, this the day and year first above written.

LANDLORD: BELZ DEVCO L.P.                 TENANT: BACK YARD BURGERS, INC.
      BY: Belz Investco L.P.
      BY: Urco Inc.

By: /s/ Morris I. Thomas                  By: /s/ Lattie Michael
   ------------------------------------      -----------------------------------
   Morris I. Thomas, Vice President          Lattie Michael, CEO

By: /s/ Irvin S. Skopp
   ------------------------------------
   Irvin S. Skopp, Vice President

<PAGE>   25

STATE OF TENNESSEE
COUNTY OF SHELBY


       Before me, a Notary Public of the State of County aforesaid, personally
appeared MORRIS I. THOMAS AND IRVIN S. SKOPP, VICE PRESIDENTS, respectively of
URCO, INC., a Tennessee corporation, said corporation is the general partner of
BELZ INVESTCO L.P., a Tennessee limited partnership, the general of BELZ DEVCO
L.P., a Tennessee limited partnership, with whom I am personally acquainted,
and who, upon oath acknowledged that they are the VICE PRESIDENTS,
respectively, executed the foregoing instrument for the purpose therein
contained by signing the name of such partnerships by such corporation, by
themselves as VICE PRESIDENTS, respectively, of such corporation.

       WITNESS my hand and Notarial Seal, at office in Memphis, Tennessee,
this, the 12th day of November, 1999.


        /s/ Dawnyel Barrett
       ---------------------------------
       Notary Public


       My Commission Expires: 2/13/02



STATE OF Tennessee
COUNTY OF Shelby

       Before me, a Notary Public of the State and County aforesaid, personally
appeared LATTIE MICHAEL with whom I am personally acquainted, (or proved to me
on the basis of satisfactory evidence) and who, upon oath, acknowledge himself
to be the CEO of BACK YARD BURGERS, INC., the within named bargainor, a
Delaware corporation, and that he executed the foregoing instrument for the
purposes therein contained by signing the name of such corporation by himself
as such PRESIDENT.

       Witness my hand, at office, this 12th day of November, 1999.

        /s/ Dixie McConnell
       ---------------------------------
       Notary Public

       My Commission Expires: 3/14/00