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                                                                 EXHIBIT 10.27



                               FRANCHISE AGREEMENT

THIS FRANCHISE AGREEMENT ("AGREEMENT"), entered into on this 7th day of January,
2005 by and between BACK YARD BURGERS, INC., a Delaware corporation
("Franchisor"), with its principal place of business at 1657 Shelby Oaks Drive,
Suite #105, Memphis, Tennessee 38134 and WILLIAM N. GRIFFITH ("Franchisee[s]"),
whose principal place of business is 2770 Tugboat Lane, #104, Cordova, TN 38016.

                               W I T N E S S E T H

         WHEREAS, Franchisor has created a method for establishing and operating
quick-service restaurants which are known as Back Yard Burgers(R) restaurants
and has also created a system for the establishment and operation of such
restaurants selling standardized menu items (the "System"), all of which is set
out in the Franchise Administration Manual and the Restaurant Operations Manual
(hereinafter collectively the "Manuals"), which are loaned to the Franchisee for
the duration of this Agreement; and

         WHEREAS, Franchisor has, by considerable expenditure, created
substantial goodwill associated with its marks described hereinafter; and

         WHEREAS, Franchisee desires to operate a Back Yard Burgers(R)
restaurant (the "Restaurant") in a certain territory hereinafter defined (the
"Territory"); and

         WHEREAS, Franchisee desires to use the System and trademarks and/or
trade names "Back Yard Burgers(R)", the logo associated with the name "Back Yard
Burgers(R)" (an outdoor grill with flames emanating therefrom) and other
trademarks now or hereafter owned and used by Franchisor in the operation of
restaurants (hereinafter collectively the "Marks");

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

1. GRANT OF RIGHT.

         (a)      Franchisor grants to Franchisee the right to open and operate
                  a Restaurant in the Territory using the System and the Marks.

         (b)      Franchisee agrees to use the System and the Marks in the
                  manner prescribed by Franchisor.

         (c)      Franchisee agrees to use the Marks only in accordance with the
                  provisions of this Agreement and the Manuals, and to notify
                  Franchisor of any improper use of the Marks by others of which
                  Franchisee becomes aware. Franchisee shall not use any of the
                  Marks as part of its corporate name, other business name or
                  internet domain name, whether alone or in prefix, suffix, or
                  in combination with other



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                  modifying words, without the prior written permission of
                  Franchisor. Any and all goodwill associated with the Marks,
                  including any goodwill which might be deemed to have arisen
                  through Franchisee's activities, shall inure directly and
                  exclusively to the benefit of Franchisor, and Franchisee shall
                  not at any time acquire any rights in the Marks. Franchisee
                  further agrees that it will not challenge Franchisor's
                  ownership of the Marks, and that it will not register or
                  attempt to register the Marks in its own name or that of any
                  other firm, person or corporation. If requested by Franchisor,
                  Franchisee will assign to Franchisor any domain name
                  registrations which contain one or more of the Marks.

         (d)      The license granted by this Agreement does not include the
                  right to operate mobile units, trailers, concessions, and/or
                  catering off the premises of the Restaurant; however, if you
                  obtain our specific prior written permission, you will be
                  allowed to prepare product for off-premise sales. All such
                  off-premise operations by Franchisee shall be subject to and
                  in accordance with the terms and provisions of this Agreement
                  and the Manuals.

2.       TERRITORY. Franchisor agrees that, during the term of this Agreement,
         it will not sell or establish any other franchised or company-owned
         Restaurant or any other restaurant which sells hamburgers and/or
         chicken sandwiches in the following territory: A site to be determined
         with a one (1) mile exclusive radius (the "Territory"), except in or in
         conjunction with any military installation, zoo, amusement park, or
         stadium/arena/coliseum. Franchisee expressly acknowledges and agrees
         that Franchisor shall retain the exclusive right to sell within the
         Territory in grocery stores, specialty shops, or other non-restaurant
         retail outlets both food and non-food products (now existing or
         hereafter developed) bearing one or more of the Marks. This Agreement
         applies only to the Territory.

3. COVENANTS OF FRANCHISOR

         (a)      Franchisor will provide, without charge and at a training
                  facility designated by Franchisor, Franchisee and/or employees
                  designated by Franchisee with an approximate eight-week
                  training session which will include classroom as well as
                  "on-the-job" training. Franchisee shall be responsible for its
                  travel and room and board expenses incurred in connection with
                  training and the cost of uniforms. Franchisee or Franchisee's
                  representative must successfully complete training, and three
                  of its restaurant managers must be certified by Franchisor
                  prior to commencement of operations by Franchisee.

         (b)      Franchisor shall furnish Franchisee with copies of the Manuals
                  which set forth the standard operating policies and procedures
                  of Franchisor.

         (c)      Franchisor will provide site guidance to Franchisee by
                  delivering suggested dimensions and design plans for the
                  Restaurant. Franchisors acceptance of the site does not
                  guarantee the success of the location.


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                  Franchisor will provide Franchisee with prototypical
                  construction documents indicating the site and construction
                  work required. Determination that these documents are in
                  compliance with any local statutes, ordinances, codes, or
                  regulations is the responsibility of Franchisee. Franchisor
                  shall provide consultation regarding preparation of actual
                  construction documents at no additional charge. Franchisor
                  will assist Franchisee and Franchisee's consultants in the
                  selection of a general contractor by providing guidelines and
                  suggested stipulations to be included in agreements between
                  Franchisee and its general contractor. Franchisor will
                  periodically review the progress of the Restaurant
                  development. The actual day-to-day supervision of the
                  Restaurant development shall be the responsibility of
                  Franchisee.

         (d)      Franchisor will perform lease or purchase agreement review and
                  will provide guidance in negotiations of such agreements.
                  However, it is strongly recommended that Franchisee have such
                  documents examined by legal counsel or other competent advisor
                  prior to their execution. Franchisor disavows any
                  responsibility for the legality or contents of such agreement
                  or any of those documents referenced in paragraph 3(c) hereof.

         (e)      Franchisor will furnish Franchisee with lists of equipment,
                  supplies, and other items which are to be utilized in the
                  operation of the Restaurant. Franchisor will also assist in
                  locating sources of supply for all such items. Currently,
                  Franchisee is required to purchase three items from
                  Franchisor, namely, Miz Grazi's Hot Sauce(TM), Back Yard
                  Burgers(R) Lemon Butter Spice Packs, and Back Yard Burgers(R)
                  Blackened Seasoning. Formulas for these items are "trade
                  secrets" of Franchisor (or its suppliers) and any substitution
                  therefore would substantially alter the recognized taste and
                  presentation of products in which these items are used.
                  Additional proprietary items may be introduced in the future
                  which Franchisee will be required to purchase from Franchisor
                  or its designated suppliers. Franchisee is further required to
                  use certain brands of products in the preparation of products
                  for sale. Franchisor believes that, because of national
                  contract pricing, those required brands will be competitively
                  and reasonably priced. Franchisee is not required to purchase
                  any other items from Franchisor or its designated suppliers.
                  In any event, all items utilized in the Restaurant must meet
                  the quality standards of Franchisor. Franchisor will permit
                  Franchisee to obtain equipment, fixtures, supplies, and other
                  services from sources of Franchisee's choice provided that the
                  chosen suppliers meet the Franchisor's quality, service,
                  safety and health standards, and have the capacity to supply
                  Franchisee's requirements. Additionally, any such supplier
                  must demonstrate sound financial condition and business
                  reputation, and must supply to a sufficient number of
                  franchisees of Franchisor to enable Franchisor economically to
                  monitor compliance with Franchisor's standards,
                  specifications, and requirements.



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         (f)      Prior to commencement of operations of the Restaurant,
                  Franchisor will send a representative to the Restaurant
                  premises to perform a final inspection, including equipment
                  check-out, proper stocking of goods and materials, staffing,
                  sign installation, landscaping, fixtures and the actual
                  building structure, and to conduct an overall review of the
                  plans to begin operations. In the event that all conditions
                  necessary to commence operations have been met, the Franchise
                  Representative will issue a written opening authorization
                  ("Opening Authorization") to the Franchisee which shall
                  certify Franchisor's approval for the Franchisee to open for
                  business. Should any items be noted as deficient or improperly
                  prepared, the Franchisee will be required to correct
                  satisfactorily such items prior to commencing actual
                  operations. In addition, Franchisor will have its New Store
                  Opening Team at the Restaurant to assist Franchisee in hiring,
                  training, opening, and operating the restaurant for at least
                  the first five (5) days of operations.

         (g)      Following commencement of operations, a Franchisor
                  representative will make periodic visits to the Restaurant.
                  Periodically, the Franchisor representative will make a
                  written inspection report of the physical condition, and
                  Franchisee's performance of all primary aspects of the
                  Restaurant business. Copies of these reports will be furnished
                  to the Franchisee, or manager designated by the Franchisee.
                  Any deficiencies or any violations of the Agreement or the
                  Manuals noted in the report must be corrected. Failure to make
                  such corrections can result in termination of this Agreement
                  pursuant to Paragraph 7 hereof.

4. COVENANTS OF FRANCHISEE.

         (a)      Simultaneously with the execution of this Agreement Franchisee
                  shall pay Franchisor a franchise fee of Twenty Five Thousand
                  Dollars ($25,000.00). This fee is non-refundable.

         (b)      Franchisee agrees to submit to Franchisor a site selected for
                  the Restaurant as soon as practicable, but in no event more
                  than 120 days following the execution of this Agreement.
                  Franchisee further agrees that commencement of retail
                  operations of the Restaurant shall begin not more than 270
                  days following the execution of this Agreement.

                  Franchisee shall provide Franchisor with complete engineering
                  surveys of the selected site prepared by an engineer or
                  surveyor currently licensed in the state in which the site is
                  located. Franchisee may use the above prototypical
                  construction documents to convey the intent of Franchisor to
                  its architects and engineers who shall be currently licensed
                  in the state in which the Restaurant is to be constructed.
                  Franchisee shall have actual construction documents prepared
                  by such duly licensed professionals for use in obtaining
                  competitive bids, securing required permits, constructing the
                  project, ascertaining in consultation with professional
                  consultants the suitability of the soil and subsurface
                  conditions of the site for placement of the construction shown
                  on the prototype construction documents,



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                  and modifying the prototype design as necessary to comply with
                  local statute, ordinances, regulations and codes.

         (c)      Franchisee agrees to pay Franchisor a royalty of four percent
                  (4%) of the gross receipts (less sales tax) derived from all
                  sales of goods (whether food or non-food) and services made
                  by, at or from the Restaurant, including, but not limited to,
                  catering and off-premises sales ("Gross Receipts"). Such
                  royalty payments shall be made on a weekly basis (accounting
                  period Sunday through Saturday) and forwarded by mail so as to
                  arrive at Franchisor's headquarters within seven (7) days of
                  each Saturday. Failure to pay royalties as herein called for
                  can result in cancellation of this Agreement as provided
                  below.

         (d)      Franchisee agrees to maintain books and records of all
                  operations of the Restaurant and to make such books and
                  records available to Franchisor for inspection. Franchisor
                  reserves the right to have such books and records of the
                  Restaurant audited. Should such audit result in the
                  determination that reports to Franchisor have been understated
                  by an amount exceeding 1%, then the Franchisee shall pay for
                  all audit costs incurred and royalties owing plus interest at
                  the maximum rate allowable by applicable law.

         (e)      Franchisee agrees to spend a sum equal to not less than two
                  percent (2%) of gross receipts (less any sales tax) on local
                  promotion and advertising such as radio, television,
                  Duratrans, banners, other point-of-purchase materials,
                  printing of coupons, direct mail, and other collateral
                  materials. Franchisor will furnish suggested promotional
                  programs and advertisements, and Franchisee may prepare its
                  own. All advertisements and promotions must have prior written
                  approval from Franchisor.

                  In addition, Franchisor shall have the right at any time, and
                  from time to time, to create Co-op Advertising Regions. If and
                  when Franchisor creates a Co-op Advertising Region for the
                  region in which the Franchisee's Restaurant is located,
                  Franchisee shall become a member thereof and participate
                  therein. The size and content of such regions, when and if
                  established by the Franchisor, shall be binding upon
                  Franchisee and all other Back Yard Burgers franchisees
                  similarly situated who are required by the terms of their
                  franchise agreements to so participate. At all meetings of
                  such Co-op Advertising Region each participating Franchisee,
                  and Franchisor, shall be entitled to one (1) vote for each of
                  its Restaurants located within such Co-op Advertising Region.
                  Twenty percent (20%) of the eligible member votes, or
                  Franchisor by itself, may call a meeting of all members of a
                  Co-op Advertising Region. All matters concerning operation of
                  a Co-op Advertising Region shall be decided by majority vote,
                  provided that a quorum is present, and such vote shall bind
                  all members of said region, including Franchisor. For purposes
                  hereof, a quorum shall consist of members entitled to cast at
                  least 50% of the total number of votes in such Co-operative
                  Advertising Region. Upon the approval of at least a majority
                  of the votes represented by all of



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                  the members of the Co-op Advertising Region, the Co-op
                  Advertising Region members may vote to require each member to
                  contribute up to, but not greater than, six percent (6%) and
                  not less than one percent (1%) of the Gross Receipts (less
                  sales tax) of all such member's Restaurants in said Co-op
                  Advertising Region for a regional co-op advertising program or
                  programs. In the event of approval of such additional regional
                  advertising contributions as aforesaid, each franchisee,
                  including Franchisee, and Franchisor, shall contribute to the
                  Co-op Advertising Region in accordance with said vote.
                  Expenditures made by Franchisee pursuant to any Co-op
                  Advertising Region program shall be credited against
                  Franchisee's local advertising requirement described in
                  Paragraph 4(e) above. Notwithstanding any contrary provision
                  hereinabove, Franchisor shall have the right to approve the
                  content of all advertising and promotional materials of the
                  Co-op Advertising Region.

                  Franchisor may require all of its Franchisees to participate
                  periodically in certain national marketing promotions.

         (f)      Franchisee agrees to contribute to a National Advertising Fund
                  (the "Fund") which shall be administered by Franchisor.
                  Contributions shall be in an amount equal to one percent (1%)
                  of the Gross Receipts. Payments to the Fund shall be made on a
                  weekly basis and submitted along with royalty payments.
                  Franchisor shall apply at least fifty percent (50%) of
                  contributions to the creation of marketing tools, such as
                  advertising copy for use on local radio and television, ad
                  slicks, four-color art, design, and other collateral pieces.
                  As a general rule, Franchisor will not use the Fund for the
                  purchase and placement of media advertising. Franchisee agrees
                  that Franchisor shall be authorized to spend the remaining
                  funds on such items as new product testing and development,
                  market research, improvements in operating methods and
                  techniques, or for other such purposes that Franchisor shall
                  deem to be in the interest of improving operations and
                  earnings of Restaurants. Franchisor shall furnish Franchisee
                  with a yearly report of the status of the Fund which shall
                  disclose contributions made and uses thereof. Franchisor shall
                  make contributions on behalf of its company-owned Restaurants
                  at the same rate as required of Franchisee herein.

         (g)      Franchisee shall submit for review a weekly Form 45 and a
                  monthly profit and loss statement to Franchisor together with
                  all other reports as required by the Manuals.

         (h)      Franchisee agrees to operate the Restaurant and the off
                  premises operations in accordance with all standards,
                  specifications, methods, techniques, and procedures set forth
                  in the Manuals which may be amended, replaced, and
                  supplemented from time to time by Franchisor.



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         (i)      Franchisee agrees to obtain and maintain in full force during
                  the term of this Agreement or any renewal hereof an insurance
                  policy or policies affording at least the following coverage:

         (1)      (A)      Commercial General Liability with a general aggregate
                           limit (other than products-completed operations) of
                           $1,000,000.00.
                  (B)      Products-Completed Operations aggregate limit of
                           $1,000,000.00.
                  (C)      Personal and Advertising Injury limit of
                           $1,000,000.00.
                  (D)      Each occurrence limit of $1,000,000.00.
                  (E)      Fire damage limit (any one fire) of $50,000.00.
                  (F)      Umbrella Liability over the above with a $1,000,000
                           limit, thereby providing total coverage of
                           $2,000,000.

         (2)      (A)      Liability coverage shall include the above, and
                           i)  blanket contractual liability, and
                           ii) broad form property damage
                  (B)      Non-owned automobiles limit of $1,000,000.00.
                  (C)      Hired automobiles limit of $1,000,000.00.

         (3)      Workmen's Compensation in the amount required by applicable
                  law.

                  It is suggested the building, contents, and equipment be
                  insured at replacement cost. All such required policies shall
                  name Franchisor an additional insured against any loss,
                  liability, or expense arising or occurring in connection with
                  the Franchisee's operation of the Restaurant. Franchisee must
                  provide Franchisor with a certificate of insurance evidencing
                  satisfaction of the above requirements. All such policies
                  shall include a provision that the issuer shall give
                  Franchisor not less than 30 days prior written notice of
                  cancellation of said policies.

         (j)      Should the Restaurant close for any reason relating to natural
                  disaster, accident or other unforeseeable events, Franchisee
                  will vigorously pursue reopening at the same or a new
                  location. If Franchisee has not resumed operations within a
                  period of one hundred eighty (180) days from the time of
                  closing, this Agreement shall be canceled by Franchisor unless
                  Franchisor in its sole discretion has granted a written
                  extension because of unusual circumstances beyond the control
                  of the Franchisee that have resulted in undue delay.

         (k)      Franchisee agrees to operate the Restaurant in compliance with
                  all federal, state, and local laws and regulations and shall
                  obtain all permits, certificates, and licenses necessary for
                  proper operation of the business.

         (l)      Franchisee agrees, to the extent permitted by applicable law,
                  to indemnify and hold harmless Franchisor and its officers,
                  employees, agents, successors and assigns (collectively,
                  "Indemnitees") from any liability or damage Indemnitees may
                  incur, including reasonable attorneys', experts' and
                  accountants' fees, as a



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                  result of claims, demands, costs of judgments, of any kind or
                  nature, by anyone whomsoever, arising out of, or otherwise
                  connected with, the ownership, maintenance or operation of the
                  Restaurant by Franchisee; any Agreement breaches by the
                  Franchisee; and/or any act or omission of the Franchisee or
                  any of its employees, agents or suppliers.

         (m)      Royalty or National Advertising Fund fees provided for in this
                  agreement respectively in Paragraphs 4(c) and 4(f) which are
                  not received within thirty (30) days of the payment due date
                  shall be charged interest on all past due balances at the rate
                  of 1% monthly or the highest amount permitted under applicable
                  law, whichever is less.

         (n)      Franchisor shall have the right, but not the obligation, at
                  any time during the Term hereof (as hereinafter defined) to
                  require Franchisee to instruct its bank to pay the amounts
                  identified in Paragraphs 4(c) and 4(f) hereof directly to
                  Franchisor from Franchisee's account, by such automatic
                  payment mechanism as Franchisor may reasonably designate and
                  upon the terms and conditions set forth herein. Upon
                  Franchisor's written notice of such election, Franchisee shall
                  so instruct its bank.

5.       TERM.  The term of this Agreement is for ten (10) years from the date
         of execution (the "Term"). Franchisee may renew this Agreement for
         successive five (5) year periods by providing written notice of intent
         to renew to Franchisor and executing the then-current franchise
         agreement not less than one hundred twenty (120) days prior to
         expiration of the existing term and submitting with such written notice
         a renewal fee of One Thousand Dollars ($1,000.00), provided that (a)
         there is no material non-compliance or default by Franchisee at the
         time such notice is given or upon the expiration of the existing term,
         and (b) prior to giving written notice of intent to renew, Franchisee
         shall have modernized, or contracted to modernize within a reasonable
         time, the Restaurant and its premises including, but not limited to,
         the building, signs, equipment, decor, and furnishings, if applicable,
         so as to reflect the then-current image required by Franchisor.

6. TRANSFERABILITY OF INTERESTS.

         (a)      Neither any interest in the Restaurant nor any rights under
                  this Agreement may be sold, assigned, transferred, conveyed,
                  given away, or disposed of in any manner without the prior
                  written consent of Franchisor, provided, however, that
                  Franchisee is granted the right to assign this Agreement to a
                  corporation solely owned by Franchisee. If Franchisee is a
                  corporation, partnership, unincorporated association or
                  similar entity, the terms of this paragraph 6 shall apply to
                  any sale, resale, pledge, assignment, transfer or encumbrance
                  of the voting stock of, or other ownership interest in,
                  Franchisee, which alone or together with other related,
                  previous, simultaneous or proposed transfers, would result in
                  a change of control of Franchisee.



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                  Any proposed transfer other than to a corporation solely owned
                  by Franchisee is subject to the following conditions:

                  1.       Franchisee must be in substantial compliance with the
                           terms and conditions of this Agreement.

                  2.       The proposed transferee must meet all qualifications
                           imposed upon new franchisees by Franchisor at the
                           time the proposed transfer is to take place.

                  3.       Franchisor has determined not to exercise its right
                           of first refusal as specified in paragraph 6(b) of
                           this Agreement.

                  4.       Transferee must execute the then-current franchise
                           agreement.

                  5.       A transfer fee of $1,000.00 shall be paid to
                           Franchisor. The transfer fee shall be paid at the
                           time the transferee executes the franchise agreement.

         (b)      With respect to a proposed transfer by Franchisee of any right
                  or interest which requires the prior written consent of
                  Franchisor, Franchisor shall have the right within 30 days to
                  match any bona fide offer of purchase, for the price and on
                  the terms and conditions contained in such bona fide offer.
                  The thirty-day period shall commence upon receipt by
                  Franchisor of a copy of such written offer of purchase. Should
                  Franchisor elect not to express its right of first refusal,
                  Franchisee may proceed with the transfer provided Franchisor
                  approves the prospective buyer. Such approval shall not be
                  unreasonably withheld.

         (c)      In the event of the death or disability of the Franchisee,
                  Franchisor shall consent to the transfer of the interest to
                  Franchisee's spouse, heirs, or relative, by blood or by
                  marriage, whether such a transfer is made by Will or by
                  operation of law if, at the sole discretion and judgment of
                  Franchisor, such person or persons obtaining said interest
                  shall be capable of conducting said business in a manner
                  satisfactory to Franchisor. In the event Franchisor does not
                  consent to such transfer, Franchisee's rights hereunder shall,
                  at Franchisor's option, terminate. This paragraph shall only
                  apply to the extent Franchisee owns the rights hereunder
                  personally and has not assigned such rights to a corporation,
                  limited liability company, partnership, or any other entity.

         (d)      In the event of new ownership or change of personnel, the new
                  franchisee and/or its designated employees must complete the
                  training program prescribed by Paragraph 3(a) hereof.

         (e)      This agreement is fully transferable by Franchisor.

7.       TERMINATION. The following shall constitute events of default under
         this Agreement and are good and sufficient cause for Franchisor to
         cancel this Agreement.



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         (a)      AUTOMATIC TERMINATION BY FRANCHISOR. Franchisor shall
                  automatically terminate this Agreement without any notice or
                  action required by Franchisor under the following
                  circumstances:

                  (i)      Insolvency of Franchisee or, unless otherwise
                           prohibited by law, upon the filing by Franchisee of
                           any proceeding under the Bankruptcy Act or any
                           similar state insolvency act or upon the filing of
                           any involuntary petition against Franchisee under any
                           such laws which is not dismissed within thirty (30)
                           days after filing; or

                  (ii)     Franchisee has made a general assignment for the
                           benefit of creditors; or

                  (iii)    A receiver shall be appointed by any court for
                           Franchisee; or

                  (iv)     The assignment or transfer or attempt to assign or
                           transfer any interest in the Restaurant or this
                           Agreement by Franchisee without the prior written
                           approval of Franchisor whenever such approval is
                           required.

         (b)      TERMINATION BY FRANCHISOR ON IMMEDIATE NOTICE. Franchisor may
                  terminate this Agreement on immediate notice to Franchisee and
                  without giving Franchisee any opportunity to cure the event of
                  default under the following circumstances:

                  (i)      Franchisee duplicates any portion of the System in
                           any food service outlet not franchised by Franchisor;
                           or

                  (ii)     Franchisee has knowingly maintained false books and
                           records, has knowingly submitted false reports to
                           Franchisor, or has submitted false information in
                           connection with the original application to
                           Franchisor.

                  (iii)    If in the judgment of Franchisor reasonably
                           exercised, the continued operation of the Restaurant
                           would result in imminent danger to public health or
                           safety; or

                  (iv)     Franchisee violates or is convicted of violating any
                           federal, state, or local law or any administrative
                           regulation materially applicable to the operation of
                           the Restaurant.

         (c)      TERMINATION BY FRANCHISOR ON TEN (10) DAYS NOTICE. Franchisor
                  may terminate this Agreement by giving Franchisee ten (10)
                  days written notice under the following circumstances:

                  (i)      Franchisee has failed to remain open for business or
                           has abandoned the Restaurant for more than three (3)
                           business days other than for reasons of casualty or
                           circumstances beyond the control of Franchisee; or



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                  (ii)     Franchisee has failed to cure to Franchisor's
                           satisfaction within ten business days following
                           written notice by Franchisor to submit required
                           reports including, but not limited to, Form 45's as
                           required by Paragraph 4(g) hereof and monthly profit
                           and loss statements as required by Paragraph 4(g)
                           hereof.

                  (iii)    Franchisor may terminate this Agreement upon
                           Franchisee's failure to cure to Franchisor's
                           satisfaction, within ten (10) days following written
                           notice by Franchisor, any default in payment of the
                           royalties or other sums owed to Franchisor pursuant
                           to this Agreement.

         (d)      TERMINATION BY FRANCHISOR ON THIRTY (30) DAYS NOTICE.
                  Franchisor may terminate this Agreement upon Franchisee's
                  failure to cure to Franchisor's satisfaction, within thirty
                  (30) days following written notice by Franchisor, any of the
                  following:

                   (i)     Any other violations of this Agreement or one or more
                           of the Manuals.

                  (ii)     Franchisee's denial, obstruction, or restriction of
                           Franchisor's right to inspect the Restaurant, receive
                           samples for testing, or examine any of Franchisee's
                           business records applicable to the Restaurant.

                  (iii)    Franchisee's refusal to participate in certain
                           national marketing programs as required by Paragraph
                           4(e) hereof.

                  (iv)     Franchisee's failure on three or more occasions
                           within any twelve-month period to comply with the
                           provisions of this Agreement or the Manuals whether
                           or not such failures have been corrected after notice
                           [the provisions of this paragraph 7(d)(4) are
                           inapplicable unless Franchisor shall have given
                           Franchisee notice of each such failure].

8.       OBLIGATIONS OF THE FRANCHISEE AFTER TERMINATION. Upon expiration or
         termination of this Agreement, including voluntary termination by
         Franchisee, Franchisee shall have the immediate obligation to:

         (a)      Relinquish all interest of every kind and description in the
                  franchise granted hereunder;

         (b)      Pay within fifteen (15) days to Franchisor any royalties,
                  fees, and/or other monies owed by Franchisee to Franchisor;

         (c)      Not own, maintain, operate, engage in, or have any interest in
                  a restaurant with a fast food format, with or without a drive
                  through, that offers charbroiled hamburgers, charbroiled
                  chicken breast, hand-dipped milk shakes, and seasoned



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<PAGE>

                  french fries within ten miles of the former franchisee's
                  former franchise location or locations or locations of any
                  other franchise or company-owned restaurants for a period of
                  one year after the date of termination of the franchise
                  agreement;

         (d)      Surrender all copies of any of the Manuals, and any other
                  materials bearing the Marks; and, at Franchisor's request,
                  cancel or assign to Franchisor any domain name registration
                  which contains, or would likely be confused with, one or more
                  of the Marks.

         (e)      Comply with the provisions of Paragraphs 9 and 14 of this
                  Agreement;

         (f)      Remove all signs, canopy, and other items from the Restaurant
                  premises necessary to insure that it does not continue to
                  resemble a Back Yard Burgers restaurant;

         (g)      Allow a final inspection of the Restaurant premises and
                  business records of the Restaurant; and

         (h)      Release to Franchisor all telephone numbers used in listing or
                  advertising under the Marks.

9.       NONCOMPETITION. The Franchisee acknowledges that, pursuant to this
         Agreement, Franchisee will receive valuable specialized training,
         confidential information, and trade secrets, including, without
         limitation, the contents of the Manuals, and information regarding the
         operational, sales, promotional, and marketing methods and techniques
         all of which are owned by Franchisor as part of the System and are
         collectively hereinafter referred to as "Confidential Information." In
         consideration for the use and license of the Confidential Information,
         Franchisee agrees that it shall not, during the term of this Agreement
         and for a period of one (1) year from termination, transfer, or
         expiration of this Agreement, either directly, or indirectly, for
         itself, or through, on behalf of, or in conjunction with, any person,
         persons, partnership, or corporation:

         (a)      divert or attempt to divert any business or customer of the
                  Restaurant to any competitor, by direct or indirect inducement
                  or otherwise, or do or perform, directly or indirectly, any
                  other act injurious or prejudicial to the goodwill associated
                  with the names and marks and other proprietary rights of
                  Franchisor;

         (b)      employ or seek to employ any person who is at the time
                  employed by Franchisor or by another franchisee of Franchisor,
                  or otherwise directly or indirectly induce any such person to
                  leave his or her employment;

         (c)      own, maintain, operate, engage in, or have any interest in any
                  business which sells goods or services of a like competitive
                  nature, more specifically, hamburger or chicken sandwich
                  restaurants, and which is located within ten (10) miles of the
                  protected territory of any company-owned or franchised
                  Restaurant. This subsection shall not apply to ownership by
                  Franchisee as a passive investor of less



                                       12
<PAGE>

                  than five percent (5%) interest in a publicly-held corporation
                  listed on a national stock exchange or traded on the
                  over-the-counter market.

         Franchisee expressly acknowledges that it possesses skills and
         abilities of a general nature and has other opportunities for
         exploiting such skills. Therefore, enforcement of the covenants made by
         Franchisee herein will not deprive it of its personal goodwill or
         ability to earn a living. In the event that a court of competent
         jurisdiction determines that the provisions of this paragraph 9 are
         unreasonably broad or of unreasonable duration, the restrictions
         contained in this paragraph shall be reduced to the longest period and
         the largest geographical area which such court deems reasonable under
         the circumstances.

         Franchisee will cause its general partners, officers, directors and
         management employees to execute non-competition agreements containing
         the same provisions as those contained in this paragraph 9.

10.      INDEPENDENT CONTRACTOR. Franchisee and Franchisor recognize that each
         is an independent contractor and in no way an agent, servant,
         fiduciary, or employee of the other.

11.      INTERPRETATION. This agreement shall be interpreted according to the
         internal laws of the State of Tennessee without regard to its conflict
         of law provisions.

12.      BINDING EFFECT. This Agreement shall be binding upon the parties
         hereto, their respective heirs, successors, assigns, or legal
         representatives.

13.      SEVERABILITY; WAIVER. Any provision of this Agreement deemed to be
         invalid shall be severable and will be automatically modified to the
         extent necessary to make it valid. No waiver of any provisions herein
         contained shall be construed as a waiver of any subsequent breach of
         the same or any other covenant or provision.

14.      CONFIDENTIALITY. Franchisee agrees that, during the term of this
         Agreement and thereafter for the longest time permitted by applicable
         law, it will preserve the confidentiality of the Confidential
         Information. Franchisee shall comply with all instructions in the
         Manuals for preserving the confidentiality of Confidential Information.
         Franchisee shall use Confidential Information only in furtherance of
         this Agreement, shall divulge Confidential Information only to its own
         employees or representatives who need to know the same to discharge
         their responsibilities in connection with the Restaurant, and shall,
         upon termination of this Agreement, return to Franchisor all
         Confidential Information fixed in any tangible medium of expression
         (within the meaning of the U.S. Copyright Act), now known or later
         developed. Franchisee will require its general partners, officers,
         directors and management employees, as well as any other persons to
         whom any Confidential Information is disclosed, to execute
         Confidentiality Agreements containing the same provisions as are
         contained in this Section 14. Franchisee agrees that Franchisor shall
         be entitled to injunctive relief to enforce these confidentiality
         provisions.



                                       13
<PAGE>


15.      FORUM SELECTION CLAUSE, WAIVER OF RIGHT TO JURY TRIAL, AND WAIVER OF
         CLAIMS FOR PUNITIVE DAMAGES. The Franchisee and Franchisor hereby
         mutually agree that this franchise agreement was negotiated, in its
         entirety or in part, at Franchisor's headquarters in Memphis,
         Tennessee, was accepted in Memphis, Tennessee, and that any and all
         disputes either arising out of the franchise agreement or out of the
         transactions and relationships between the parties, shall be brought in
         the Chancery or Circuit Court of Tennessee for the Thirtieth Judicial
         District at Memphis, which shall have exclusive jurisdiction to hear
         the claims of the parties. Franchisee and Franchisor further agree to
         waive their rights, if any, to trial by jury. Franchisee and Franchisor
         further agree to waive their claims, if any, for punitive damages.

16.      ATTORNEYS' FEES. Owner agrees that in the event that Back Yard Burgers
         is forced to incur costs, including attorneys' fees, to enforce
         compliance with this agreement or is forced to defend lawsuits or other
         claims brought by owner, owner will pay Back Yard Burgers its costs,
         including reasonable attorneys' fees incurred.

17.      EARNINGS CLAIMS. Franchisee confirms that no officer, director, sales
         person, or other representative of Franchisor has made any claims,
         promises or forecasts regarding sales, earnings, break-even points, or
         potential profits relative to the ownership of a Back Yard Burgers
         franchise.

18.      ENTIRE AGREEMENT. This instrument constitutes the entire agreement
         between the parties. There are no other covenants, promises or
         agreements, written or oral, not set forth herein except for such other
         Agreements that may be executed concurrently herewith. No covenant or
         provision of this Agreement may be changed or modified, unless it is in
         writing and with the mutual consent of both parties hereto. Franchisee
         has reviewed this Agreement in its entirety and understands its
         contents.

19.      NOTICE. All notices, offers, acceptances, waivers and other
         communications made with respect to this Agreement shall be in writing,
         and shall be deemed to have been both given and received when delivered
         to the party in person or, if mailed, when deposited (i) in the U.S.
         Mails, by certified mail, postage prepaid, with return receipt
         requested, or (ii) with any nationally known commercial delivery
         service (such as Federal Express), third party at the address set forth
         in the first paragraph of this Agreement or to such other address as
         any party, by notice to all others, may designate from time to time.




                                       14
<PAGE>


IN WITNESS WHEREOF the parties hereto have executed this Agreement in duplicate.


                                            WILLIAM N. GRIFFITH, FRANCHISEE


                                            By: /s/ William N. Griffith
                                                --------------------------------

                                            Witness: /s/ Michael G. Webb
                                                     ---------------------------
                                            Date: January 7, 2005
                                                  ------------------------------

ACCEPTED AT MEMPHIS, TENNESSEE THIS 7TH DAY OF JANUARY, 2005.

                                            BACK YARD BURGERS, INC., FRANCHISOR


                                            By: /s/ Lattimore M. Michael
                                                --------------------------------
                                                   Lattimore M. Michael

                                            Title: Chief Executive Officer
                                                   -----------------------------

                                            Witness: /s/ Michael G. Webb
                                                     ---------------------------
                                            Date: January 7, 2005
                                                  ------------------------------




                                       15


<PAGE>


                                   ADDENDUM 1

                                    TERRITORY


       The first sentence of Section 2 of this Agreement is hereby deleted and
replaced with the following:

         Franchisor agrees that, during the term of this Agreement, it will not
sell or establish any other franchised or company-owned Restaurant or any other
restaurant which sells hamburgers and/or chicken sandwiches in the following
territory: Sites to be determined within Williamson County and Travis County,
Texas with a one (1) mile exclusive radius (the "Territory"), except in or in
conjunction with any military installation, zoo, amusement park, or
stadium/arena/coliseum.





                                       16
<PAGE>


                                   ADDENDUM 2

                             COVENANTS OF FRANCHISOR


         Section 3, part (d) of this Agreement is hereby deleted and replaced
with the following:

"(d) Prior to commencement of operations of the Restaurant, Franchisor may, at
its sole discretion, send a representative to the Restaurant premises to perform
a final inspection, including equipment check-out, proper stocking of goods and
materials, staffing, sign installation, landscaping, fixtures and the actual
building structure, and to conduct an overall review of the plans to begin
operations. In the event that all conditions necessary to commence operations
have been met, the Franchise Representative will issue a written opening
authorization ("Opening Authorization") to the Franchisee which shall certify
Franchisor's approval for the Franchisee to open for business. Should any items
be noted as deficient or improperly prepared, the Franchisee will be required to
correct satisfactorily such items prior to commencing actual operations.
Franchisor will have its New Store Opening Team at the first Franchisee
Restaurant to assist Franchisee in hiring, training, opening, and operating the
restaurant for at least the first five (5) days of operations. No such support
will be provided for any additional Franchisee Restaurants."

         Immediately after Section 3, part (g) of this Agreement, the following
is inserted:

"(h) For a period of two years beginning with the commencement of operations of
the Franchisee's first Restaurant, Franchisor agrees to spend one percent (1%)
of taxable sales to market the Franchisee's first Restaurant."




                                       17
<PAGE>


                                   ADDENDUM 3

                             COVENANTS OF FRANCHISEE


         Section 4, parts (a) and (b) of this Agreement are hereby deleted and
replaced with the following:

20. COVENANTS OF FRANCHISEE.

         (a)      Simultaneously with the execution of this Agreement Franchisee
                  shall pay Franchisor a franchise fee of Five Thousand Dollars
                  ($5,000.00). This fee is non-refundable.

         (b)      Franchisee agrees to submit to Franchisor a site selected for
                  the Restaurant as soon as practicable, but in no event more
                  than 120 days following the termination of the Consulting
                  Services Agreement. Franchisee further agrees that
                  commencement of retail operations of the Restaurant shall
                  begin not more than 270 days following the termination of the
                  Consulting Services Agreement.




                                       18