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                                                                   EXHIBIT 10.16

                           TRADEMARK LICENSE AGREEMENT

                 This Agreement, dated the 10th day of October, 1997, is made
between BYB Properties, inc., a Delaware corporation with its sole office
located at suit 200, 103 Foulk Road, Wilmington, Delaware, 19803 ("BYB"), and
Back Yard Burgers, Inc., a Delaware corporation with its principal offices
located at 2768 Colony Park Drive, Memphis, Tennessee 38118 ("Burgers").

                                    RECITALS

                 WHEREAS, BYB is the owner of all right, title and interest in
and to those certain trademarks, trade names and service marks, and all related
registrations and applications for registration, as more particularly identified
on Exhibit A which is attached hereto and made a part hereof (collectively, the
"Trademarks").

                 WHEREAS, Burgers desires to acquire the right to use the
Trademarks as part of its corporate name and in connection with its business of
operating and franchising a chain of fast-food restaurants in the Territory (as
defined herein), and to acquire the right to franchise or sub-license the
Trademarks to its franchisees, sublicensees, affiliates and subsidiaries;

                 WHEREAS, BYB is willing to authorize and license Burgers such
rights under the Trademarks.

                 NOW THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are acknowledged by the parties, BYB and Burgers,
intending to be legally bound, agree as follows:


                             ARTICLE I - DEFINITIONS

         1.1     "Trademarks" shall mean all those certain registered and
                 unregistered trade names, trademarks, service marks, and all
                 related registrations and applications for registration,
                 identified on Exhibit A hereto, and any future trade names,
                 trademarks and service marks added to the scope of this
                 Agreement by the mutual agreement of the parties.

         1.2     "Licensed products" shall mean all services and products of
                 Burgers delivered under the Trademarks.

         1.3     "Territory" shall mean the continental United States of
                 America.

         1.4     "Affiliate" or "Subsidiary" - shall mean any entity in which
                 Burgers owns at least a majority of the voting control of such
                 entity.

         1.5     "Franchisee" or "Sublicensee" - shall mean any entity in which
                 Burgers does not own a majority of the voting control of such
                 entity to whom Burgers grants a franchise or sublicense of the
                 Trademarks.

                          ARTICLE II - GRANT OF LICENSE

         2.1     BYB grants Burgers the non-exclusive, non-assignable right and
                 license to use the Trademarks in Burgers' corporate name and in
                 connection with packaging, selling, marketing, operating and
                 distributing the Licensed Products within the Territory.

         2.2     BYB further authorizes Burgers to grant appropriate sublicenses
                 hereunder to Affiliates or Subsidiaries, all subject to the
                 terms and conditions hereinafter stated.

         2.3     BYB further authorizes Burgers to franchise and sublicense the
                 Trademarks to Franchisees and Sublicensees, all subject to the
                 terms and conditions hereinafter stated. BYB reserves the right
                 to disallow any Franchise or Sublicense of the Trademarks
                 within 30 days of BYB receiving notice of the grant of such
                 Franchise or Sublicense.



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                          ARTICLE III - QUALITY CONTROL

         3.1     BYB shall have the right to exercise quality control over
                 Burgers' use of the Trademarks and Licensed Products to a
                 degree reasonably necessary to maintain the validity of the
                 Trademarks and to protect the goodwill associated therewith.
                 BYB recognizes and approves the quality of Burgers' products
                 heretofore sold by Burgers under the trademarks now termed the
                 Trademarks in the territory now termed the Territory.

         3.2     Burgers shall use the Trademarks on or in connection only with
                 those Licensed products that conform to the specifications and
                 standards of quality which BYB prescribes. BYB adopts as said
                 standards of quality those standards embodied in said products
                 sold heretofore by Burgers, and Burgers will not deviate
                 materially from those standards without prior written approval
                 from BYB.

         3.3     In order to verify compliance with Paragraph 3.2 hereof, BYB
                 may from time to time require Burgers to submit samples of
                 Licensed Products, packaging and promotional materials
                 therefor, and other items bearing the Trademarks, or submit
                 reports and documents prepared in the ordinary course of
                 business, and BYB, or its delegate, may inspect the licensed
                 Products, packaging, or promotional materials on Burgers'
                 premises during business hours, upon forty-eight (48) hours
                 advance notice.

         3.4     Burgers shall use its best efforts to ensure that the Licensed
                 Products, and packaging or promotional materials therefor,
                 comply with all applicable ordinances, laws, and statutes
                 governing the manufacture, packaging, promotion, and sale of
                 such products.

                       ARTICLE IV - USE OF THE TRADEMARKS

         4.1     Burgers shall use its best efforts to promote and extend demand
                 for the Licensed Products sold under the Trademarks in the
                 Territory.

         4.2     Burgers recognizes the great value and goodwill associated with
                 the Trademarks and acknowledges BYB's ownership in same.
                 Burgers is a related company as defined in Section 45 of the
                 Trademark Act of the United States, 15 U.S.C. ss.1127, and
                 Burgers' use of the Trademarks inures to the benefit of BYB for
                 all purposes including trademark registration. Burgers shall
                 not, however:

                 (a)    challenge the validity of the Trademarks or any
                        registration therefor;

                 (b)    contest the fact that its rights under this Agreement
                        are solely those of a licensee;

                 (c)    attempt to register any of the Trademarks in its own
                        name;

                 (d)    use the Trademarks in any manner that would jeopardize
                        BYB's rights in the Trademarks; or

                 (e)    knowingly do any act that would invalidate or be likely
                        to invalidate the BYB's trademark registrations.

         4.3     Burgers shall affix as a trademark registration notice to the
                 Licensed Products, and on the packaging, advertising,
                 promotional items used in conjunction with the Licensed
                 products the symbol for registered trademarks and TM for
                 unregistered trademarks.

         4.4     Burgers may not combine the Trademarks with any other marks,
                 names or symbols unless it obtains BYB's prior written consent.

         4.5     Burgers may not make any significant change in the presentation
                 of the Trademarks as affixed to the licensed products, or used
                 on packaging or promotional materials, unless it obtains BYB's
                 prior written consent.

         4.6     BYB shall be responsible for trademark registration and
                 maintenance. Burgers shall cooperate with BYB and shall execute
                 any documents reasonably required by BYB or supply BYB with any
                 samples or other materials reasonably necessary to maintain the
                 Trademarks.



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         4.7     Burgers is authorized to use the Trademarks in connection with
                 the advertisement of its products and services in any manner it
                 deems appropriate, including without limitation use of the
                 Trademarks on apparel, print media, radio and television. This
                 authorization is conditioned, however, on such advertising
                 complying with all applicable local, state and federal laws.
                 Also, if sales of advertising products are made by Burgers,
                 such sales will be included with the calculation of the Royalty
                 under Section 7.1 of this Agreement.

                        ARTICLE V - TRADEMARK ENFORCEMENT

         5.1     In the event that Burgers learns of any infringement or
                 unauthorized use of any of the Trademarks, it shall promptly
                 notify BYB. BYB has the right to transmit notices of
                 infringement to or bring infringement actions against
                 infringing parties. If requested to do so, Burgers shall
                 cooperate with and assist BYB in any such action, including
                 joining the action as a party if necessary, at BYB's expense.
                 Any award, or portion of an award, recovered by BYB in any such
                 action or proceeding commenced by BYB shall belong solely to
                 BYB after recovery by both parties of their respective actual
                 out-of-pocket costs.

         5.2     If BYB determines not to bring any such action, Burgers may
                 then bring such action in its own name at its own expense
                 provided it obtains the consent of BYB, which consent shall not
                 be unreasonably withheld. If requested to do so, BYB shall
                 cooperate with Burgers in any such action, including joining
                 the action as a party if necessary, at Burgers' expense. Any
                 award, or portion of an award, recovered by Burgers shall
                 belong solely to Burgers after recovery by both parties of
                 their respective actual out-of-pocket costs.

         5.3     In the event a third party institutes an infringement action
                 against Burgers for its use of the Trademarks as provided in
                 this Agreement, Burgers shall promptly notify BYB of such suit
                 in writing. BYB shall defend, at its own expense, any such
                 action, and Burgers shall cooperate in such defense as
                 reasonably requested by BYB, at BYB's expense. BYB shall pay
                 all judgments and settlements resulting from such suits. Any
                 award received by BYB in such an action shall belong solely to
                 BYB.

         5.4     BYB and Burgers shall keep one another informed of the status
                 of, and their respective activities regarding, any litigation
                 concerning the Trademarks. Burgers may not enter into a
                 settlement or consent judgment involving the trademarks,
                 however, unless it obtains BYB's prior written consent.

                             ARTICLE VI - INDEMNITY

         6.1     Burgers shall indemnify and hold harmless BYB and its
                 affiliated entities and their respective officers, employees,
                 and agents, from any and all claims, suits, damages, attorney's
                 fees, costs, and expenses arising from Burgers' performance and
                 activities under this Agreement, whenever and however asserted
                 and established.

         6.2     Burgers shall indemnify and hold harmless Burgers and its
                 affiliated entities and their respective officers, employees,
                 and agents, from any and all claims, suits, damages, attorney's
                 fees, costs, and expenses arising from any claim by any other
                 person, firm or corporation of either a superior right in and
                 to the Licensed Products or any feature thereof or infringement
                 action arising out of the manufacture and sale of the Licensed
                 Products by Burgers.

                              ARTICLE VII - ROYALTY

         7.1     In consideration of the rights granted herein, burgers shall
                 pay to BYB a royalty equivalent to a percentage of all gross
                 sales (less sales tax) of the Licensed products sold by Burgers
                 and its Affiliates, such percentage currently being three and
                 one-half percent (3.5%) (the "Royalty"). Burgers and BYB shall
                 each have the right to require that a new royalty be determined
                 in accordance with an independent valuation of the Trademarks
                 which shall be performed by an independent appraiser mutually
                 agreed upon by the parties (costs to be paid by requesting
                 party). Once a party exercises its right to require a
                 valuation, that party shall not have the right to request
                 another valuation for three (3) years from the date of issuance
                 of the final draft of the valuation report. The royalty
                 percentage determined by the valuation study shall then be
                 applied prospectively to the gross sales (less sales tax) of
                 Burgers from the date of issuance of the final draft of the
                 valuation report.

         7.2     In consideration of the right to Franchise or Sublicense the
                 Trademarks hereunder, Burgers shall pay a royalty equivalent to
                 the Royalty, which shall be calculated against all gross sales
                 (less sales tax) of Licensed products sold by Franchisees or
                 sublicensees in the Territory (the "Franchise Fees").


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         7.3     Unless agreed to the contrary, Burgers shall calculate the
                 royalty and Franchise Fees payable to BYB on the last day of
                 each fiscal month of Burgers occurring during the term of this
                 Agreement, and shall pay or cause to have paid to BYB such
                 Royalty and Franchise Fees within thirty (30) days after the
                 last day of each fiscal month occurring during the term of this
                 Agreement. Notwithstanding the foregoing, the royalty and
                 Franchise Fees shall be deemed to accrue from day to day.
                 Simultaneous with submission of the royalty and Franchise Fees,
                 Burgers shall deliver to BYB a detailed report of the Royalty
                 and Franchise Fees payable for the month.

         7.4     BYB shall have the right to assess interest on any royalty or
                 Franchise Fe due and remaining unpaid in the manner and on the
                 date stipulated for payment hereunder at a rate of one percent
                 (1%) point per annum above the average prime rate as reported
                 in The Wall Street Journal for the period of default, such
                 interest being compounded at the end of each fiscal year.

         7.5     Burgers shall maintain complete and accurate records showing in
                 detail the net sales of the Licensed Products. BYB, or its duly
                 authorized representative, is entitled to inspect Burgers'
                 records at all reasonable times.

         7.6     BYB agrees to provide instructions to, accept payments from,
                 and deliver any report, document, or other information
                 pertaining to this Agreement or the transactions contemplated
                 by this Agreement to, the management company or other designee
                 appointed to transact business on behalf of Burgers, if
                 requested to do so by Burgers.

                       ARTICLE VIII - TERM AND TERMINATION

         8.1     This Agreement will remain in force and effect for a period of
                 one year from the effective date of this Agreement, and shall
                 renew automatically for successive yearly periods until either
                 party provides written notice to terminate the Agreement within
                 forty-five (45) days before the expiration of the then current
                 term.

         8.2     In the event either party commits a material breach of this
                 Agreement, the other party may, upon written notice, terminate
                 the Agreement; provided, however, that the Agreement will not
                 be terminated if the breaching party cures the breach within
                 thirty (30) days of receipt of said notice (the "Cure period").
                 Further, if the breaching party is unable to cure its breach
                 within the Cure Period for reasons of force majeure, or because
                 of actions or omissions of the non-breaching party, the
                 breaching party shall have up to an additional thirty (30) days
                 in which to cure, so long as the Agreement has not expired.

         8.3     Notwithstanding anything to the contrary in paragraph 8.2,
                 either party may, by written notice to the other party,
                 terminate this Agreement if any of the following events occur:

                 (a)    the other party goes into liquidation other than a
                        voluntary liquidation for the purpose of reorganization;

                 (b)    the other party ceases to carry on business;

                 (c)    the other party or a significant part of its business,
                        assets, ownership, management, or right of disposition
                        are confiscated, requisitioned, nationalized,
                        expropriated, or in any other manner acquired without
                        consent of the other party or its shareholders, as the
                        case may be, by or on behalf of or under any law or at
                        the instance of any Government de jure or de facto.

                           ARTICLE IX - MISCELLANEOUS

         9.1     This Agreement contains the entire understanding between the
                 parties.

         9.2     This Agreement may be amended, modified, or supplemented, and
                 any provision hereof waived, only by a written agreement of the
                 parties hereto.

         9.3     Burgers is not an agent of BYB, and nothing in this Agreement
                 places the parties in a relationship as partners or joint
                 venturers.

         9.4     any waiver of a breach by either party is not a waiver of any
                 subsequent or other breach.



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         9.5     this Agreement has been executed and delivered by Burgers and
                 BYB (and will be deemed to be made) in the State of Delaware.
                 This Agreement will be interpreted and the rights and
                 liabilities of the parties hereto determined in accordance with
                 the laws of the State of Delaware. Each of Burgers and BYB
                 hereby submits to the jurisdiction of any state or federal
                 court located within New Castle County, Delaware, and consents
                 that all service of process be made by certified mail directed
                 to the relevant party at its address set forth above.

         9.6     any notice required to be given to a party hereunder shall be
                 in writing and may be delivered by (I) hand, (ii) United States
                 first class mail, postage prepaid, (iii) Federal Express (or
                 any other nationally recognized courier), and delivery charge
                 prepaid, or (iv) telecopy or any other similar facsimile
                 device, provided a confirmation sheet is available to confirm
                 transmission. Each notice shall be addressed to the recipient
                 at such recipient's last known address (or telecopy number) as
                 it appears below. Such notice shall be effective: (I) if hand
                 delivered or couriered when received; (ii) if mailed five (5)
                 days after the same has been deposited into the U.S. Mails; and
                 (iii) if dispatched by telecopy or facsimile device, two (2)
                 days after dispatch. Addresses of the parties are as follows:

                 BYB:                       BYB Properties, Inc.
                                            Suite 200
                                            103 Foulk Road
                                            Wilmington, Delaware 19803
                                            Fax: (302) 652-8667

                 Burgers:                   Back Yard Burgers, Inc.
                                            2768 Colony Park Drive
                                            Memphis, Tennessee 38118
                                            (901) 367-0999

         9.7     This Agreement shall be binding upon and inure to the benefit
                 of the parties hereto and their respective successors and
                 permitted assigns.

         9.8     This Agreement may be executed in counterparts, each of which
                 when so executed and delivered shall constitute a complete and
                 original instrument but all of which together shall constitute
                 one and the same agreement, and it shall not be necessary when
                 making proof of this Agreement or any counterpart thereof to
                 account for any other counterpart.

         IN WITNESS WHEREOF, each of the undersigned represents that he or she
is authorized to bind his or her company to the terms of this Agreement, signed
to be effective this 10th day of October, 1997:


                                       BYB PROPERTIES, INC.



                                       By:
                                          ----------------------------------
                                          Name:
                                          Title:




                                       BACK YARD BURGERS, INC.



                                       By:
                                          ----------------------------------
                                          Name:
                                          Title:


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                                    EXHIBIT A
                                       TO
                                LICENSE AGREEMENT

                          IDENTIFICATION OF TRADEMARKS

                                 U.S. TRADEMARKS


<TABLE>
<CAPTION>
Mark                                        Registration Number                         Issue Date
----                                        -------------------                         ----------


<S>                                         <C>                                         <C>
Great Little Burger                         1,744,113                                December 29, 1992


Stylized Cooking Grill
  w/Flames Emanating
  From the Grill                            1,679,739                                  March 17, 1992


Back Yard Burgers                           1,679,702                                  March 17, 1992


BYBurgers                                   1,518,494                                December 27, 1988
</TABLE>


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