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                                                                   EXHIBIT 10.24

The Warrant and the securities issuable upon exercise of this Warrant (the
"Securities") have not been registered under the Securities Act of 1933 (the
"Securities Act") or under any state securities or Blue Sky laws ("Blue Sky
Laws"). No transfer, sale, assignment, pledge, hypothecation or other
disposition of this Warrant or the Securities or any interest therein may be
made except (a) pursuant to an effective registration statement under the
Securities Act and any applicable Blue Sky Laws or (b) if the Company has been
furnished with both an opinion of counsel for the holder, which opinion and
counsel shall be reasonably satisfactory to the Company, to the effect that no
registration is required because of the availability of an exemption from
registration under the Securities Act and applicable Blue Sky Laws, and
assurances that the transfer, sale, assignment, pledge, hypothecation or other
disposition will be made only in compliance with the conditions of any such
registration or exemption.

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK
                              OF CAFE ODYSSEY, INC.

WARRANT NO. BWL-1                                         Bloomington, Minnesota
                                                                   March 3, 1999

         This certifies that, for value received, MICHAEL A. BIRD, or his
successors or assigns ("Holder") is entitled to purchase from Cafe Odyssey, Inc.
(the "Company") Twenty Five Thousand (25,000) fully paid and nonassessable
shares (the "Shares") of the Company's Common Stock, $.01 par value (the "Common
Stock"), at any time and from time to time from the date hereof until March 3,
2004, at an exercise price of $0.75 per share (the "Exercise Price"), subject to
adjustment as herein provided. This Warrant, together with certain other common
stock purchase warrants (collectively the "Warrants") to purchase an aggregate
of 500,000 shares of Common Stock, were issued by the Company pursuant to the
terms of that certain Indemnification and Contribution Agreement dated March 3,
1999 by and among the Company, Holder and certain other persons (collectively
the "Guarantors"), which Guarantors have each executed a several Guaranty of a
portion of the Company's revolving indebtedness to BankWindsor (the "BankWindsor
Indebtedness").

         This Warrant is subject to the following provisions, terms and
conditions:

         1.   Exercise of Warrant.

              a.   Exercise for Cash. The rights represented by this Warrant may
be exercised by the Holder, in whole or in part (but not as to a fractional
share of Common Stock), by the surrender of this Warrant (properly endorsed, if
required, at the Company's principal office in Bloomington, Minnesota, or such
other office or agency of the Company as the Company may designate by notice in
writing to the Holder at the address of such Holder appearing on the books of
the Company at any time within the period above named), and upon payment to it
by certified check, bank draft or cash of the purchase price for such Shares.
The Company agrees that the Shares so purchased shall have and are deemed to be
issued to the Holder as the record owner of such Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such Shares as aforesaid. Certificates for the Shares of Common
Stock so purchased shall be delivered to the Holder within a reasonable time,
not exceeding ten (10) days, after the rights represented by this Warrant shall
have been so exercised, and, unless this Warrant has expired, a new Warrant
representing the number of Shares, if any, with respect to which this Warrant
shall not then have been exercised shall also be delivered to the Holder within
such time. The Company may require that any such new Warrant or any certificate


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for Shares purchased upon the exercise hereof bear a legend substantially
similar to that which is contained on the face of this Warrant.

              b.   Cashless Exercise. Upon receipt of a notice of cashless
exercise, the Company shall deliver to the Holder (without payment by the Holder
of any exercise price) that number of Shares that is equal to the quotient
obtained by dividing (x) the value of the Warrant on the date that the Warrant
shall have been surrendered (determined by subtracting the aggregate exercise
price for the Shares in effect on the Exercise Date from the aggregate Fair
Market Value (hereinafter defined) for the Shares by (y) the Fair Market Value
of one share of Common Stock. A notice of "cashless exercise" shall state the
number of Shares as to which the Warrant is being exercised. "Fair Market Value"
for purposes of this Section (b) shall mean the average of the Common Stock
closing prices reported by the principal exchange on which the Common Stock is
traded, or the last sale prices as reported by the National Association of
Securities Dealers, Inc. Automated Quotation System ("Nasdaq") National Market
or SmallCap Market, as the case may be, for the ten (10) business days
immediately preceding the Exercise Date or, in the event no public market shall
exist for the Common Stock at the time of such cashless exercise, Fair Market
Value shall mean the fair market value of the Common Stock as the same shall be
determined in the good faith discretion of the Board of Directors, after full
consideration of all factors then deemed relevant by such Board in establishing
such value, including by way of illustration and not limitation, the per share
purchase price of Common Stock or per security convertible into one share of
Common Stock of the most recent sale of shares of Common Stock or securities
convertible into Common Stock by the Company after the date hereof all as
evidenced by the vote of a majority of the directors then in office.

         2.   Transferability of this Warrant. This Warrant is issued upon the
following terms, to which each Holder consents and agrees:

              a.   Until this Warrant is transferred on the books of the
         Company, the Company will treat the Holder of this Warrant registered
         as such on the books of the Company as the absolute owner hereof for
         all purposes without being affected by any notice to the contrary.

              b.   This Warrant may not be exercised, and this Warrant and the
         Shares underlying this Warrant shall not be transferable, except in
         compliance with all applicable state and federal securities laws,
         regulations and orders, and with all other applicable laws, regulations
         and orders.

              c.   The Warrant may not be transferred, and the Shares underlying
         this Warrant may not be transferred, without the Holder obtaining an
         opinion of counsel satisfactory in form and substance to the Company's
         counsel stating that the proposed transaction will not result in a
         prohibited transaction under the Securities Act of 1933, as amended
         ("Securities Act"), and applicable Blue Sky laws. By accepting this
         Warrant, the Holder agrees to act in accordance with any conditions
         reasonably imposed on such transfer by such opinion of counsel.

              d.   Neither this issuance of this Warrant nor the issuance of the
         Shares underlying this Warrant have been registered under the
         Securities Act.

         3.   Certain Covenants of the Company. The Company covenants and agrees
that all Shares which may be issued upon the exercise of the rights represented
by this Warrant, upon issuance and full payment for the Shares so purchased,
will be duly authorized and issued, fully paid and nonassessable


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and free from all taxes, liens and charges with respect to the issue hereof,
except those that may be created by or imposed upon the Holder or its property,
and without limiting the generality of the foregoing, the Company covenants and
agrees that it will from time to time take all such actions as may be requisite
to assure that the par value per share of the Common Stock is at all times equal
to or less than the effective purchase price per share of the Common Stock
issuable pursuant to this Warrant. The Company further covenants and agrees that
during the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized and reserved free of
preemptive or other rights for the exclusive purpose of issue upon exercise of
the purchase rights evidenced by this Warrant, a sufficient number of shares of
its Common Stock to provide for the exercise of the rights represented by this
Warrant.

         4.   Adjustment of Exercise Price and Number of Shares. The Exercise
Price and number of Shares are subject to the following adjustments:

              a.   Adjustment of Exercise Price for Stock Dividend, Stock Split
         or Stock Combination. In the event that (i) any dividends on any class
         of stock of the Company payable in Common Stock or securities
         convertible into or exercisable for Common Stock ("Common Stock
         Equivalents") shall be paid by the Company, (ii) the Company shall
         subdivide its then outstanding shares of Common Stock into a greater
         number of shares, or (iii) the Company shall combine its outstanding
         shares of Common Stock, by reclassification or otherwise, then, in any
         such event, the Exercise Price in effect immediately prior to such
         event shall (until adjusted again pursuant hereto) be adjusted
         immediately after such event to a price (calculated to the nearest full
         cent) determined by dividing (a) the number of shares of Common Stock
         outstanding immediately prior to such event, multiplied by the then
         existing Exercise Price, by (b) the total number of shares of Common
         Stock outstanding immediately after such event, and the resulting
         quotient shall be the adjusted Exercise Price per share. No adjustment
         of the Exercise Price shall be made if the amount of such adjustment
         shall be less than $.05 per share, but in such case any adjustment that
         would otherwise be required then to be made shall be carried forward
         and shall be made at the time and together with the next subsequent
         adjustment which, together with any adjustment or adjustments so
         carried forward, shall amount to not less than $.05 per share.

              b.   Adjustment of Exercise Price for Dilutive Common Stock
         Issuances. If at any time prior to the exercise of this Warrant in full
         but following the date on which no Guarantees by the original Holder of
         indebtedness of the Company to BankWindsor are still outstanding, the
         Company shall (i) issue or sell any Common Stock Equivalents without
         consideration or for consideration per share (in cash, property or
         other assets) less than the Exercise Price per share on the date of
         such issuance or sale or (ii) fix a record date for the issuance of
         subscription rights, options or warrants to all holders of Common Stock
         entitling them to subscribe for or purchase Common Stock (or Common
         Stock Equivalents) at a price (or having an exercise or conversion
         price per share) less than the Exercise Price on the record date
         described below, the Exercise Price shall be adjusted so that the
         Exercise Price shall equal the price determined by multiplying the
         Exercise Price in effect immediately prior to the date of such sale or
         issuance (which date in the event of distribution to shareholders shall
         be deemed to be the record date set by the Company to determine
         shareholders entitled to participate in such distribution) by a
         fraction, the numerator of which shall be (i) the number of shares of
         Common Stock outstanding on the date of such sale or issuance, plus
         (ii) the number of additional shares of Common Stock which the
         aggregate consideration received by the Company upon such issuance or
         sale (plus


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         the aggregate of any additional amount to be received by the Company
         upon the exercise of such subscription rights, options or warrants)
         would purchase at such current market price per share of the Common
         Stock; and the denominator of which shall be (i) the number of shares
         of Common Stock outstanding on the date of such issuance or sale, plus
         (ii) the number of additional shares of Common Stock offered for
         subscription or purchase (or into which the Common Stock Equivalents so
         offered are exercisable or convertible). Any adjustments required by
         this paragraph shall be made immediately after such issuance or sale or
         record date, as the case may be. Such adjustments shall be made
         successively whenever such event shall occur.

              c.   Adjustment of Number of Shares Purchasable on Exercise of
         Warrants. Upon each adjustment of the Exercise Price pursuant to this
         Section, the Holder shall thereafter (until another such adjustment) be
         entitled to purchase at the adjusted Exercise Price the number of
         shares, calculated to the nearest full share, obtained by multiplying
         the number of shares specified in such Warrant (as adjusted as a result
         of all adjustments in the Exercise Price in effect prior to such
         adjustment) by the Exercise Price in effect prior to such adjustment
         and dividing the product so obtained by the adjusted Exercise Price.

              d.   Notice as to Adjustment. Upon any adjustment of the Exercise
         Price and any increase or decrease in the number of shares of Common
         Stock purchasable upon the exercise of the Warrant, then, and in each
         such case, the Company within thirty (30) days thereafter shall give
         written notice thereof, by first class mail, postage prepaid, addressed
         to each Holder as shown on the books of the Company, which notice shall
         state the adjusted Exercise Price and the increased or decreased number
         of shares purchasable upon the exercise of the Warrants, and shall set
         forth in reasonable detail the method of calculation and the facts upon
         which such calculation is based.

              e.   Effect of Reorganization, Reclassification, Merger, etc. If
         at any time while any Warrant is outstanding there should be any
         capital reorganization of the capital stock of the Company (other than
         the issuance of any shares of Common Stock in subdivision of
         outstanding shares of Common Stock by reclassification or otherwise and
         other than a combination of shares provided for in Section 4(a)
         hereof), or any consolidation or merger of the Company with another
         corporation, or any sale, conveyance, lease or other transfer by the
         Company of all or substantially all of its property to any other
         corporation, which is effected in such a manner that the holders of
         Common Stock shall be entitled to receive cash, stock, securities, or
         assets with respect to or in exchange for Common Stock, then, as a part
         of such transaction, lawful provision shall be made so that each Holder
         shall have the right thereafter to receive, upon the exercise hereof,
         the number of shares of stock or other securities or property of the
         Company, or of the successor corporation resulting from such
         consolidation or merger, or of the corporation to which the property of
         the Company has been sold, conveyed, leased or otherwise transferred,
         as the case may be, which the Holder would have been entitled to
         receive upon such capital reorganization, reclassification of capital
         stock, consolidation, merger, sale, conveyance, lease or other
         transfer, if such Warrant had been exercised immediately prior to such
         capital reorganization, reclassification of capital stock,
         consolidation, merger, sale, conveyance, lease or other transfer. In
         any such case, appropriate adjustments (as determined by the Board of
         Directors of the Company) shall be made in the application of the
         provisions set forth in this Warrant (including the adjustment of the
         Exercise Price and the number of Shares issuable upon



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