<PAGE>

                                                                 EXHIBIT 10.28



                           AREA DEVELOPMENT AGREEMENT

         THIS AREA DEVELOPMENT AGREEMENT ("Agreement") is entered into as of the
7th day of January, 2005 by and between BACK YARD BURGERS, INC. ("Franchisor"),
and William N. Griffith ("Developer[s]").

                                    RECITALS

         A.       The Franchisor is the owner of the trade name and service mark
                  "BACK YARD BURGERS," certain valuable trade practices, and all
                  of the recipes, formulae, operating procedures, exclusive
                  systems, methods, techniques, designs, trademarks, service
                  marks, copyrights, manuals, training materials, and all other
                  items now or hereafter owned, used or provided by the
                  Franchisor (collectively "Trade Practices") in connection with
                  the retail sale of BACK YARD BURGERS franchises.

         B.       BACK YARD BURGERS, INC. ("Franchisor") operates and franchises
                  a number of drive-through and dine-in hamburger restaurants
                  under the trade name "BACK YARD BURGERS" which are operated in
                  accordance with the uniform standards of operation, including
                  without limitation, design of building, layout of equipment,
                  interior and exterior decoration, signs, operating methods,
                  menus, advertising, sales techniques, personnel management and
                  bookkeeping and accounting systems ("BACK YARD BURGERS
                  System").

         C.       Developer desires to obtain from the Franchisor a grant of the
                  exclusive right to develop and operate a number of BACK YARD
                  BURGERS Restaurants.

                           The grant pertains to Williamson County and Travis
                  County, Texas. The parties hereto desire to provide for such
                  grant upon the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter contained herein, Franchisor and Developer agree as follows:

         1. GRANT OF DEVELOPMENT RIGHTS

                  A.       The Franchisor hereby grants to Developer during the
                           term of this agreement the exclusive right to open
                           and operate BACK YARD BURGERS Restaurants
                           ("Restaurant[s]") or ("Unit[s]") under the
                           development schedule set forth in attached Addendum
                           1, incorporated herein by reference ("Development
                           Schedule, Division of Territory and Map"). Developer
                           shall be required and hereby agrees to open
                           additional BYB units under the following conditions;
                           unless otherwise agreed upon:

                           (1)      A minimum of one (1) unit per each 70,000
                                    population increase in the territory as
                                    reported by the U.S. Census Bureau;

                           (2)      Provided that, the increases occur after the
                                    Developer has met and




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<PAGE>

                                    finished the terms and time of the
                                    Development Schedule and, such unit
                                    increases are established within the time
                                    limitations of the Franchise Agreement and
                                    any renewal periods.

                  B.       The right of the developer to develop each Restaurant
                           is contingent upon Developer not being in default
                           under this Agreement, and in substantial compliance
                           with the terms and conditions of the Franchise
                           Agreements to which Developer is a party. Developer
                           must have opened and be operating all Restaurants
                           required by the Development Schedule.

                  C.       This Agreement is not a Franchise Agreement, and does
                           not grant to Developer any right to use Back Yard
                           Burgers Trade Practices, nor the Back Yard Burgers
                           System. Developer shall have no right under this
                           Agreement to license others to use the Trade
                           Practices or Back Yard Burgers System.

2. DEVELOPMENT FEE

         In consideration of the rights granted herein to Developer, Developer
shall pay the franchisor upon the execution hereof a Development fee of Five
Thousand Dollars ($5,000.00) per unit allocated to Developer under the
Development Schedule. The Development fees shall be fully earned by the
Franchisor upon execution hereof and is not refundable; provided, however that,
upon execution of the Franchise Agreement for each unit, the Franchisor shall
credit Developer $5,000.00 towards the franchise fee for that unit.

3. TERM

         The term of this Agreement shall be for a period of ten (10) years
commencing on the date hereof unless extended, or sooner terminated by the
Franchisor as provided for in this Agreement. Developer shall have such option
to renew and extend the term of each individual franchise agreement as is
provided for thereunder.

4. TERRITORY

         Exclusive Territory. During the term of this Agreement and any
extension hereof, the Franchisor shall not own, operate or grant a franchise for
any other Back Yard Burgers Restaurant within the following described territory:

                   Williamson County and Travis County, Texas
except in or in conjunction with any military installation, zoo, or amusement
park. A map showing the Territory is attached hereto and incorporated herein as
Addendum 1, Page 12 If Developer fails to meet a requirement of the Development
Schedule, the Franchisor may develop a Restaurant or grant a franchise for a
Restaurant within the Territory, but not within the protected territory of any
of Developer's Restaurants, or restaurant sites approved by the Franchisor as
such territory is described in the respective franchise Agreement unless such
failure is due to fire, flood, earthquake or other similar causes beyond the
Developer's control.


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<PAGE>

5. FRANCHISE AGREEMENTS

         Developer may only develop a Restaurant hereunder by executing a
Franchise Agreement with Franchisor ("Franchise Agreement") for such Restaurant,
to be located at site approved by Franchisor as provided therein. The Franchise
Agreement for each Restaurant developed under the Development Schedule shall be
the form of the Franchise Agreement then being offered by Franchisor which will
be substantially in the form provided as Exhibit D to the Uniform Franchise
Offering Circular. Such Franchise Agreement shall not be effective unless
executed by Franchisor; Franchisor need not execute a Franchise Agreement if
Developer is then in default under any provision hereof.

6. INITIAL FRANCHISE FEE

         For each Restaurant to be developed pursuant to the terms hereof,
Developer shall pay to Franchisor at the earlier of a.) submitting the building
plan to state or local regulatory authorities for approval, b.) the signing of
the property lease, c.) closing on the property, d.) or the signing of the
Franchise Agreement, a Franchise fee of Twenty-Five Thousand Dollars
($25,000.00) for the first franchise, and Twenty-Two Thousand Dollars
($22,000.00) for subsequent franchises developed under this Agreement. This fee
shall be fully earned upon execution of the Franchise Agreement, and will be
non-refundable. Franchisor shall credit Developer $5,000.00 towards the
Franchise fee for each unit developed, per paragraph 2 of this Agreement.

7. RESTAURANT OPERATION

         Each Restaurant to be developed by Developer must be opened and
operated in accordance with and pursuant to the respective Franchise Agreement.
Developer's rights with respect to each Restaurant will be governed by the
Franchise Agreement for each restaurant.

8. TERMINATION

         A.       Termination at end of term. This Agreement shall terminate as
                  to all parties at the end of the term hereof if not renewed
                  pursuant to the provisions of Paragraph 3.

         B.       Termination For Good Cause. This Agreement shall not be
                  terminated except for good cause. The occurrence of any of the
                  following events shall constitute good and sufficient cause
                  for Franchisor, at its absolute option and without prejudice
                  to any other rights or remedies provided for hereunder or by
                  law or equity, to terminate this Agreement:

                  1.  Immediately and without an opportunity to cure as follows:

                           (a)      If Developer shall be adjudicated bankrupt,
                                    or if any proceeding by or against Developer
                                    or his corporation is instituted under any
                                    section of the Bankruptcy Act, or if a
                                    receiver (permanent or temporary) of
                                    Developer's property or any part thereof is
                                    appointed by a court of competent authority;
                                    if Developer or his corporation


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                                    makes a general assignment for the benefit
                                    of creditors, or if a final judgment remains
                                    unsatisfied of record for thirty (30) days
                                    or longer (unless a supersede as bond is
                                    filed) or if execution is levied against
                                    Developer's business or property, or suit to
                                    foreclose any lien or mortgage against the
                                    restaurant or equipment is instituted
                                    against Developer and not dismissed or
                                    stayed within thirty (30) days.

                           (b)      The Franchisor and Developer agree in
                                    writing to terminate the Agreement;

                           (c)      The Developer makes any material
                                    misrepresentations relating to the
                                    acquisition of the Development Agreement or
                                    the Developer engages in conduct which
                                    reflects materially and unfavorably upon the
                                    operation and reputation of the franchise
                                    business or system;

                           (d)      The Developer on three or more occasions
                                    within a one year period fails to comply
                                    with one or more requirements of this
                                    Agreement, or any Franchise Agreement,
                                    whether or not corrected after notice;

                           (e)      The Developer is convicted of a felony or
                                    any other criminal misconduct which is
                                    relevant to the operation of the business;

                           (f)      Developer's voluntary abandonment of any of
                                    the Restaurants except for reasons beyond
                                    Developer's control.

                  2.       Unless otherwise provided herein, after an
                           opportunity to cure as follows:

                           (a)      The Developer fails to pay any fees or other
                                    amounts due to the Franchisor within ten
                                    (10) days after receiving written notice
                                    that such fees are overdue;

                           (b)      If the Developer fails, for a period of
                                    fifteen (15) days after notification of
                                    noncompliance, to comply with any federal,
                                    state or local law or regulation applicable
                                    to the operation of the business; and

                           (c)      If Developer violates any other term or
                                    condition of this Agreement or any Franchise
                                    Agreement and Developer fails to cure such
                                    violation within thirty (30) days after
                                    written notice from Franchisor to cure same.

         C.       Monetary Obligations. In the event of termination of this
                  Agreement in its entirety, Franchisor may retain all fees paid
                  pursuant to this Agreement. In addition, all obligations of
                  Franchisor to Developer and all rights of Developer under this
                  Agreement shall then terminate; however, any obligations of
                  Developer


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<PAGE>

                  to take, or abstain from taking, any action upon termination
                  pursuant to this Agreement shall not be affected by such
                  termination, including the payment to Franchisor of all sums
                  earned and due from Developer at the time of termination. No
                  franchise fees or sums defined in this agreement which are
                  unearned at the time of termination shall be payable beyond
                  the termination date.

9. ASSIGNMENT BY DEVELOPER

         A.       Restriction on Transfer. This Agreement is personal to
                  Developer and shall not be assigned, either voluntarily or by
                  operation of law, except as provided herein, without the prior
                  written consent of Franchisor, which consent shall not be
                  unreasonably withheld. No partial assignment of this Agreement
                  shall be allowed. No assignment may be made to a corporation
                  or control transferred to anyone through the sale of corporate
                  shares either voluntarily or by operation of law, except as
                  provided herein, except Developer retains at least fifty-one
                  percent (51%) ownership of said corporation, without the prior
                  written consent of Franchisor, which consent shall not be
                  unreasonably withheld.

         B.       Corporation as Proposed Assignee. If the proposed assignee is
                  a corporation, Franchisor shall have the right in its' sole
                  discretion, as a condition to granting its consent, to require
                  responsible officers and principal shareholders of the
                  corporation to guarantee the performance of the corporation
                  hereunder.

         C.       Other Agreements. If Franchisor consents to the assignment of
                  this Agreement, it shall also consent to the assignment of any
                  and all other agreements between Franchisor, its affiliates
                  and Developer in connection with the Restaurants. Developer,
                  in the event of assignment of this Agreement, shall also
                  assign all leases and other agreements in connection with the
                  Restaurants to the same assignee.

         D.       Execution of Then-Current Agreements. In any approved sale or
                  assignment of this Agreement, the assignee shall complete and
                  sign all appropriate forms and agreements required by
                  Franchisor, including assignments of each Franchise Agreement
                  then in effect. The term to be conveyed to any purchaser or
                  assignee shall be the balance of the term of this Agreement as
                  to each Restaurant unless otherwise agreed upon by Franchisor.
                  The assignee and/or assignee's managerial employees will be
                  required to fulfill all of the Franchisor's training
                  requirements before operating any of the Restaurants.

         E.       Void Assignments. Any purported assignment of this Agreement
                  without the written consent of Franchisor shall be void and
                  any such attempt to assign or transfer this Agreement shall be
                  a breach hereof.

         F.       Franchisor's Right of First Refusal Regarding the Development
                  Agreement. Prior to the sale or assignment by Developer of
                  this Agreement in a transaction requiring Franchisor's
                  consent, Franchisor shall have the option, exercisable within
                  thirty (30) days after receipt



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<PAGE>

                  of notice from Developer of the proposed sale or assignment,
                  to purchase Developer's rights under this Agreement for the
                  price and on the terms and conditions of the proposed sale.
                  Such notice shall specify the name and address of the proposed
                  purchaser, and shall set forth the price, terms, conditions,
                  and date and place of closing of the proposed sale. Should
                  Franchisor not exercise this right and should the contemplated
                  sale not be completed, or should the terms and conditions
                  thereof be altered in any way, this right of first refusal
                  shall be reinstated and any subsequent proposed sale, or the
                  altered terms and conditions of the current transaction, must
                  again be offered to Franchisor in accordance with this
                  Section.

         G.       Release of Franchisor. Upon consent of Franchisor to any
                  assignment, Developer shall bring all accounts with Franchisor
                  current and shall execute a general release of all claims
                  against Franchisor.

10. DEATH OR DISABILITY OF DEVELOPER

         In the event of the death or disability of the Developer, Franchisor
shall consent to the transfer of the interest to Developer'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
Developer owns the rights hereunder personally and has not assigned such rights
to a corporation, limited liability company, partnership, or any other entity.

11. IN-TERM COMPETITION

         During the term of this Agreement neither Developer nor his employees,
without Franchisor's written approval, shall 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 than five
percent (5%) interest in a publicly-held corporation listed on a national stock
exchange or traded on the over-the-counter market.

12. EMPLOYMENT OF FRANCHISOR'S EMPLOYEES

         Developer agrees that without the express written approval of
Franchisor, he shall not employ, nor seek to employ, any full or part-time
employee of Franchisor and will not, directly or indirectly, induce any such
person to leave his or her employment as aforesaid. This prohibition, shall
likewise apply to all such employees whose employment has been terminated, for
any reason, with Franchisor for a period of less than four (4) months prior to
being hired by Developer.



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<PAGE>


13. FRANCHISOR RESTAURANTS

         Developer acknowledges, approves, and consents to Franchisor having the
absolute right to own and operate or sell as many Restaurants as Franchisor, in
its sole discretion, may decide. Developer agrees not to raise any objections to
such Restaurants, nor to interfere in any way with their operation or management
by Franchisor, provided such Restaurants are not located within Developer's
Territory, except such Restaurants as Franchisor may develop pursuant to
Paragraphs 4 and 9 of this Agreement.

14. FRANCHISOR'S AND DEVELOPER'S RIGHT OF FIRST REFUSAL REGARDING RESTAURANTS

         If Franchisor or Developer desires to sell, assign or transfer its
rights in any Restaurant located within the Territory, it shall first notify the
other in writing of its intent to sell, assign, or transfer said rights upon the
same terms and conditions to the other, who shall then have thirty (30) days
after receipt within which to review and accept or reject the written offer;
provided, however, that if additional information is requested, it shall have
ten (10) days from receipt of the additional information to make its decision.
If the offer has not been accepted within thirty (30) days of receipt of the
offer or ten (10) days from receipt of additional information, whichever is
longer, the sale to the prospective purchaser, assignee or transferee may be
concluded.

15. INSURANCE, CONDEMNATION

         A.       Liability, Fire, Business Interruption, and Worker's
                  Compensation Insurance. During the term hereof, in the event
                  Developer obtains a Restaurant site by purchase or executed
                  lease prior to execution of a Franchise Agreement covering
                  such site, Developer shall obtain and maintain for such site
                  insurance coverage in accordance with Franchisor's current
                  insurance requirements for Franchisees. The coverage shall
                  also comply with the requirements of Developer's lease, if
                  any, for such site. Developer shall carry also such Workers'
                  Compensation insurance as may be required by applicable law.
                  Upon execution of a Franchise agreement covering the site,
                  Developer shall maintain insurance covering the site, in
                  accordance with the applicable provisions of such Franchise
                  Agreement.

         B.       Conditions of Coverage. Franchisor shall be named as an
                  additional insured, to the extent of its interest, on all of
                  such policies and shall be provided with certificates of
                  insurance evidencing such coverage. All public liability and
                  property damage policies shall contain a provision that
                  Franchisor, although named as an insured, shall nevertheless
                  be entitled to recover under such policies on any loss
                  occasioned to it, its affiliates, agents and employees by
                  reason of the negligence of Developer, its principals,
                  contractors, agents or employees. All policies shall provide
                  Franchisor with at least thirty (30) days notice of
                  cancellation or termination of coverage. Franchisor reserves
                  the right to specify reasonable changes in the types and
                  amounts of insurance coverage required by this Section. Should
                  Developer fail or refuse to procure the required insurance
                  coverage from an insurance carrier acceptable to Franchisor or
                  to maintain it as required hereby, Franchisor may procure such
                  coverage for Developer, in which event Developer agrees to pay
                  the required premiums or to reimburse Franchisor upon
                  Franchisor's demand. Failure to maintain the required
                  insurance or to promptly reimburse Franchisor for any premiums
                  paid on behalf of Developer by Franchisor shall constitute a
                  default hereunder.




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<PAGE>


16. RELATIONSHIP OF THE PARTIES

         Developer is and shall be an independent contractor. No employee of
Developer shall be deemed to be an employee of Franchisor. Nothing herein
contained shall be construed to create a partnership, joint venture or agency
between Developer and Franchisor.

         Neither party hereto shall be liable for the debts or obligations of
the other unless expressly assumed in writing.

17. NOTICE

         All notices under this Agreement shall be in writing and shall be
delivered by personal service, or by certified or registered mail, postage
prepaid, return receipt requested, to the parties.

18. HEIRS AND SUCCESSORS

         This Agreement shall be binding upon and inure to the benefit of the
parties, their heirs, successors, and assigns.

19. WAIVER

         Failure by either party to enforce any rights under this Agreement
shall not be construed as a waiver of such rights. Any waiver, including waiver
of default, in any one instance shall not constitute a continuing waiver or a
waiver in any other instance. Any acceptance of money or other performance by
Franchisor from Developer shall not constitute a waiver of any default except as
to the payment of the particular payment or performance so received.

20. ATTORNEY'S FEE

         If any action or proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Agreement, or
to interpret this Agreement or any of the provisions hereof, the successful or
prevailing party shall be entitled to recover reasonable attorneys fees and
other costs incurred in that action or proceeding, whether or not said action or
proceeding goes to final judgment, in addition to any other relief to which it
or they may be entitled.

21. GOVERNING LAW

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



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<PAGE>


22. ENTIRE AGREEMENT

         This Agreement represents the entire understanding between the parties
and supersedes all other negotiations, agreements, representations and
covenants, oral or written, except any other agreement executed by the
Franchisor, and Developer in connection herewith. This Agreement may not be
modified except by a written instrument signed by all the parties hereto.

         Developer acknowledges and agrees that Franchisor has made no promises
or warranties to Developer concerning the profitability or of success of the
franchised business to be developed. Developer acknowledges that it has been
informed by Franchisor that there can be no guaranty of success in such
business. No other agreements, representations, promises, commitments or the
like, of any nature, exist between the parties except as set forth or otherwise
referenced herein.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                                                 FRANCHISOR:
                                                 BACK YARD BURGERS, INC.
                                                 A DELAWARE CORPORATION

                                                 By: /s/ Lattimore M. Michael
                                                     --------------------------
                                                Title: Chief Executive Officer
                                                       ------------------------

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

                                                 DEVELOPER:
                                                 William N. Griffith

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

                                                 Witness: /s/ Michael G. Webb
                                                         -----------------------

                                                 Date: January 7, 2005
                                                       -------------------------


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<PAGE>


                                   ADDENDUM 1

                              DEVELOPMENT SCHEDULE,
                          DIVISION OF TERRITORY AND MAP

         (A) TERRITORY:

                   Williamson County and Travis County, Texas

<TABLE>
<CAPTION>

                                                           Total Units Operating
          Date                                               at End of Period
         <S>                                               <C>
         270 days after the termination/expiration of the
            Consulting Services Agreement                          1 Unit
         06/30/07                                                  2 Units
         12/31/07                                                  3 Units
         12/31/08                                                  5 Units
         12/31/09                                                  7 Units
         12/31/10                                                  9 Units
         12/31/11                                                  10 Units

</TABLE>


All locations shall be constructed according to the above schedule and the store
type limitations apply to each of the listed territories.

                  (B) GOVERNING LAW, JURISDICTION AND VENUE

                  1.       The provisions of the Area Development Agreement
                           concerning governing law, jurisdiction and venue
                           shall not constitute a waiver of any right conferred
                           upon Texas law. Tennessee law governs this agreement.
                           Jurisdiction and venue shall be in Tennessee.

         (C)      DIVISION OF TERRITORY

                  The exclusive territory is delineated on the map (Page 11)
                  attached hereto and incorporated herein, as set forth in
                  Section 4 Paragraph A. The territory is defined as

                   Williamson County and Travis County, Texas



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<PAGE>


                                   ADDENDUM 2

                                 DEVELOPMENT FEE



         Section 2 of this Agreement is herby deleted in its entirety and
replaced by the following:

     "2. DEVELOPMENT FEE

         Developer will not be required to pay any Development fees to the
Franchisor."




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<PAGE>



                                   ADDENDUM 3

                              INITIAL FRANCHISE FEE



         Section 6 of the Agreement is herby deleted in its entirety and
replaced by the following:

"6. INITIAL FRANCHISE FEE

For each Restaurant to be developed pursuant to the terms hereof, Developer
shall pay to Franchisor at the earlier of a.) submitting the building plan to
state or local regulatory authorities for approval, b.) the signing of the
property lease, c.) closing on the property, d.) or the signing of the Franchise
Agreement, a Franchise fee of Five Thousand Dollars ($5,000.00) for the first
franchise, Zero Dollars ($0.00) for the second franchise, and Twenty-Two
Thousand Dollars ($22,000.00) for each of the eight subsequent franchises
developed under this Agreement. This fee shall be fully earned upon execution of
the Franchise Agreement, and will be non-refundable.




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<PAGE>


                                   ADDENDUM 4

                             COVENANTS OF FRANCHISOR

The Company agrees to amend Section 3 item (h) of the Franchise Agreement for
the second franchise (once executed) to read as follows:

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




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