<PAGE>
                                                                    EXHIBIT 10.3

                             SECURED PROMISSORY NOTE
                              (BYB 2005 Multistate)

$6,200,000.00                 Memphis, Tennessee              November 17, 2005

      FOR VALUE RECEIVED, the undersigned, BACKYARD BURGERS, INC., a Delaware
corporation ("Maker"), promises to pay to the order of FIRST TENNESSEE BANK
NATIONAL ASSOCIATION, ("Payee"; Payee and any subsequent holder[s] hereof are
hereinafter collectively referred to collectively as "Holder"), without grace
except as hereinafter provided, at the office of Payee in Memphis, Tennessee, or
at such other place as Holder may designate to Maker in writing from time to
time, the principal sum of SIX MILLION TWO HUNDRED THOUSAND AND NO/100THS
DOLLARS ($6,200,000.00), together with interest thereon from date until maturity
at a variable rate of interest per annum, adjusted monthly, equal to the
Contract Rate (hereinafter defined), both principal and interest being payable
in lawful money of the United States of America on the dates and in the manner
as follows:

            Commencing on the 1st day of January, 2006, and continuing on the
            same day of each and every month thereafter, monthly installments of
            principal in such amounts as are set forth on EXHIBIT "A" attached
            hereto, plus interest on the principal sum disbursed and remaining
            from time to time unpaid computed at the Contract Rate set forth
            below shall be paid to the holder hereof, to and including the 1st
            day of November, 2012, and on the 1st day of December, 2012, the
            entire principal balance, together with all accrued and unpaid
            interest, if not sooner paid, shall be due and payable in full,
            unless converted to a term loan as hereinafter provided.

      The unpaid principal balance of the indebtedness hereby evidenced shall
bear interest prior to maturity at a variable rate per annum ("Contract Rate"),
based upon a three hundred sixty (360) day year, which shall be equal to the
lesser of (a) the maximum rate of interest ("Maximum Rate") which the Holder
may, from time to time, lawfully charge; or (b) a rate ("Variable Rate") equal
to (i) two percent (2.00%) plus (ii) the LIBOR Rate (as hereinafter defined),
adjusted and determined as of the date hereof (the "Initial Pricing Date") and
as of the first (1st) day of each and every month hereafter (each an "Interest
Rate Change Date"). The LIBOR Rate shall mean the London Interbank Offered Rate
of interest for an interest period of one (1) month, as appears on Bloomberg
page BBAM under the column heading `USD' on the day that is two London Business
Days preceding each Interest Rate Change Date of each calendar month thereafter
(the "Reset Date"). Each change in the Variable Rate which results from a change
in the LIBOR Rate shall become effective, without notice to the Maker, on each
Interest Rate Change Date following each change in the LIBOR Rate; provided,
however, that if the LIBOR Rate as defined above is not available or is not
published for any Reset Date, then Holder shall, at its sole discretion, choose
a substitute source for the LIBOR Rate, which LIBOR Rate plus the Margin (as
defined hereinbelow) shall become effective on the next Interest Rate Change
Date. "London Business Day" shall mean any day on which commercial banks in
London, England are open for general business (the "Index). The Index is not
necessarily the lowest rate charged by Holder on its loans. If the Index becomes
unavailable during the term of this loan, Holder may designate a substitute
index after notice to Maker. Holder will tell Maker the current Index rate upon
Maker's request. The change in the Variable Rate will not occur

<PAGE>

more often than each month. Maker understands that Holder may make loans based
on other rates as well. The Index is currently 4.14% per annum plus a margin of
2.0 percentage points (the "Margin") resulting in an initial Variable Rate of
6.14%. This provision is for the benefit of the Holder, and is not intended to
increase the expected yield to the Holder above the Contract Rate provided for
within this promissory note.

      Notwithstanding any other provisions herein, if any Change in Law (as
hereinafter defined) shall make it unlawful for the Holder to make or maintain a
LIBOR Rate loan as contemplated herein, the principal outstanding hereunder
shall, if required by law and if the Holder so requests, be converted to a loan
accruing interest at the lesser of the Maximum Rate or the base commercial rate
of interest ("Base Rate") established from time to time by the Holder, plus or
minus the percentage necessary to most closely equal the previous Contract Rate.
Each change in the Base Rate shall become effective, without notice to the
Maker, on the same date that the Base Rate changes. The Maker hereby agrees
promptly to pay the Holder, upon demand, any reasonable costs incurred by the
Holder in making any conversion in accordance with this paragraph, including any
interest or fees payable by the Holder to lenders of funds obtained by it in
order to maintain its LIBOR Rate loans.

      The Maker hereby indemnifies the Holder and holds the Holder harmless from
any loss or reasonable expense which the Holder may sustain or incur as a
consequence of (i) a default by the Maker in the payment of the principal amount
of or interest on the loan evidenced hereby, including any such loss or expense
arising from interest or fees payable by the Holder to the lenders of funds
obtained by it in order to make or maintain its LIBOR Rate loans, or (ii) a
Change in Law that results in the imposition on the Holder of reserve
requirements in connection with LIBOR Rate loans made by the Holder. The Maker
will make any payments under this indemnity to the Holder, upon demand. The
Maker further agrees to enter into a modification of this Note, at the request
of the Holder, to bring the Note into compliance with any Change in Law.

      "Change in Law" shall mean the adoption of any law, rule, regulation,
policy, guideline or directive (whether or not having the force of law) or any
change therein or in the interpretation or applicable thereof, in all cases by
any Governmental Authority (as hereinafter defined) having jurisdiction over the
Holder, in each case after the date hereof.

      "Governmental Authority" shall mean any nation or government, any state or
other political subdivision thereof and any entity exercising regulatory
functions of or pertaining to government.

      In the event any installment of interest payable hereunder has not been
received by the Payee or the Holder hereof within ten (10) days of the date when
due, if the Holder does not accelerate the maturity date of this Note as a
result of such default, then, at the Holder's option, the Maker shall pay to the
Holder a late charge equal to five percent (5%) of such installment, and the
unpaid principal balance of the indebtedness hereby evidenced shall bear
interest from the first day of the preceding month until such payment is
received at a variable rate (the "Default Rate") per annum which shall, from day
to day, be equal to the lesser of (a) the Maximum Rate or (b) a rate equal to
(i) four percent (4%) per annum, plus (ii) the Base Rate established from time
to time by the Holder, each change in the rate to be charged thereon to become
effective, without notice to the undersigned, on the effective date of each
change in the

                                       2
<PAGE>

Maximum Rate or the Base Rate, as the case may be. Furthermore, in the event
that the principal balance of the indebtedness hereby evidenced shall not be
paid when due hereunder (whether at its stated maturity or by acceleration) the
indebtedness evidenced hereby shall bear interest after maturity at the Default
Rate.

      The Base Rate is one of several interest rate indices employed by the
Holder. The Maker acknowledges that the Holder has made, and may hereafter make,
loans bearing interest at rates which are higher or lower than the Base Rate.

      All installments of interest, and the principal hereof, are payable at the
office of the Holder, or at such other place as the holder may designate in
writing, in lawful money of the United States of America, which shall be legal
tender in payment of all debts and dues, public and private, at the time of
payment.

      If the Maker shall fail to make payment of any installment of principal
and interest, as and when due, and same shall be unremedied for a period of
fifteen (15) days thereafter, or upon any default in any other instrument of
pledge or hypothecation which now or hereafter secures the payment of the
indebtedness evidenced hereby, including, without limitation, any obligations
under any interest rate swap (whether now existing or hereafter arising), or
upon any default in the payment or performance of any other indebtedness,
liability or obligation now or hereafter owed by the Maker to the holder hereof,
then and in any such event, upon the expiration of any applicable notice and
right to cure period set forth herein or therein, the entire unpaid principal
balance of the indebtedness evidenced hereby, together with all interest then
accrued, shall, at the absolute option of the holder hereof, at once become due
and payable, without demand or notice, the same being expressly waived.

      If this Note is placed in the hands of an attorney for collection, by suit
or otherwise, or to protect the security for its payment, or to enforce its
collection, or to represent the rights of the Holder in connection with any loan
documentation executed in connection herewith, or to defend successfully against
any claim, cause of action or suit brought by the Maker against the Holder, the
Maker shall pay on demand all reasonable and actual costs of collection and
litigation (including court costs), together with reasonable attorneys' fees
actually incurred.

      The Maker and any endorsers or guarantors hereof waive protest, demand,
presentment, and notice of dishonor, and agree that this Note may be extended,
in whole or in part, without limit as to the number of such extensions or the
period or periods thereof, without notice to them and without affecting their
liability thereon.

      It is the intention of the Holder and the Maker to comply strictly with
applicable usury laws; and, accordingly, in no event and upon no contingency
shall the holder hereof ever be entitled to receive, collect, or apply as
interest any interest, fees, charges or other payments equivalent to interest,
in excess of the maximum effective contract rate which the Holder may lawfully
charge under applicable statutes and laws from time to time in effect; and in
the event that the holder hereof ever receives, collects, or applies as interest
any such excess, such amount which, but for this provision would be excessive
interest, shall be applied to the reduction of the principal amount of the
indebtedness hereby evidenced; and if the principal amount of the indebtedness
evidenced hereby, all lawful interest thereon and all lawful fees and charges in
connection therewith, are paid in full, any remaining excess shall forthwith be
paid to the Maker,

                                       3
<PAGE>

or other party lawfully entitled thereto. All interest paid or agreed to be paid
by the Maker shall, to the maximum extent permitted under applicable law, be
amortized, prorated, allocated and spread throughout the full period until
payment in full of the principal so that the interest hereon for such full
period shall not exceed the maximum amount permitted by applicable law. Any
provision hereof, or of any other agreement between the holder hereof and the
Maker, that operates to bind, obligate, or compel the Maker to pay interest in
excess of such maximum effective contract rate shall be construed to require the
payment of the maximum rate only. The provisions of this paragraph shall be
given precedence over any other provision contained herein or in any other
agreement between the holder hereof and the Maker that is in conflict with the
provisions of this paragraph.

      This Note shall be governed and construed according to the statutes and
laws of the State of Tennessee from time to time in effect; it being intended
that, as to the maximum rate of interest which may be charged, received, and
collected hereunder, those applicable statutes and laws, whether state or
federal, from time to time in effect, which permit the charging of a higher rate
of interest, shall govern and control; provided, always, however, that in no
event and under no circumstances shall the Maker be liable for the payment of
interest in excess of the maximum rate permitted by such applicable law, from
time to time in effect.

      The indebtedness evidenced hereby may be prepaid in part or in full at any
time without penalty.

      Maker may pay without penalty all or a portion of the amount owed earlier
than it is due; provided, however that if an interest rate swap agreement has
been entered into in connection with this loan, such prepayment may require
termination or adjustment of the swap agreement and may result in payment due
from Maker under the terms and conditions of the swap agreement. Any and all
partial prepayments shall be applied to the reduction of the indebtedness
evidenced hereby in inverse order of its maturity and shall not abridge or
postpone the obligation to make the regular payments as herein provided until
the indebtedness evidenced hereby has been paid in full.

      No notice of any monetary default in the payment of any installment of
principal and interest within ten (10) days for the due date thereof shall be
required hereunder. As for any other monetary default, or any non-monetary
default, which default is capable of cure, the Holder shall give the Maker
written notice of default, specifying the nature thereof, and the Maker shall
have thirty (30) days from the date of such notice to cure any such default. If
the Maker has not cured such default within such thirty (30) day period, or if
such default is curable but not within thirty (30) days and the Maker fails to
institute curative action promptly upon such notice from the Holder and
diligently and continuously prosecute the same to conclusion, the Holder may
exercise any or all remedies available hereunder or under any of the Loan
Documents.

                            [SIGNATURE PAGE FOLLOWS]

                                       4
<PAGE>

                             SECURED PROMISSORY NOTE
                              (BYB 2005 Multistate)

                                 SIGNATURE PAGE

                                        BACK YARD BURGERS, INC.

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

                                        Name: Lattimore M. Michael

                                        Title: Chief Executive Officer

                                       5
<PAGE>

                             SECURED PROMISSORY NOTE
                              (BYB 2005 Multistate)

                                   EXHIBIT "A"

                                       6
<PAGE>

<TABLE>
<CAPTION>
PERIODSTART        PERIODEND     NOTIONALAMOUNT             NOTIONALAMORTIZATION
 <S>               <C>           <C>                        <C>
       12/1/2005      1/1/2006               6,200,000.00             19,600.00
        1/1/2006      2/1/2006               6,180,400.00             19,600.00
        2/1/2006      3/1/2006               6,160,800.00             19,600.00
        3/1/2006      4/1/2006               6,141,200.00             19,600.00
        4/1/2006      5/1/2006               6,121,600.00             19,600.00
        5/1/2006      6/1/2006               6,102,000.00             19,600.00
        6/1/2006      7/1/2006               6,082,400.00             19,600.00
        7/1/2006      8/1/2006               6,062,800.00             19,600.00
        8/1/2006      9/1/2006               6,043,200.00             19,600.00
        9/1/2006     10/1/2006               6,023,600.00             19,600.00
       10/1/2006     11/1/2006               6,004,000.00             19,600.00
       11/1/2006     12/1/2006               5,984,400.00             19,600.00
       12/1/2006      1/1/2007               5,964,800.00             21,100.00
        1/1/2007      2/1/2007               5,943,700.00             21,100.00
        2/1/2007      3/1/2007               5,922,600.00             21,100.00
        3/1/2007      4/1/2007               5,901,500.00             21,100.00
        4/1/2007      5/1/2007               5,880,400.00             21,100.00
        5/1/2007      6/1/2007               5,859,300.00             21,100.00
        6/1/2007      7/1/2007               5,838,200.00             21,100.00
        7/1/2007      8/1/2007               5,817,100.00             21,100.00
        8/1/2007      9/1/2007               5,796,000.00             21,100.00
        9/1/2007     10/1/2007               5,774,900.00             21,100.00
       10/1/2007     11/1/2007               5,753,800.00             21,100.00
       11/1/2007     12/1/2007               5,732,700.00             21,100.00
       12/1/2007      1/1/2008               5,711,600.00             22,600.00
        1/1/2008      2/1/2008               5,689,000.00             22,600.00
        2/1/2008      3/1/2008               5,666,400.00             22,600.00
        3/1/2008      4/1/2008               5,643,800.00             22,600.00
        4/1/2008      5/1/2008               5,621,200.00             22,600.00
        5/1/2008      6/1/2008               5,598,600.00             22,600.00
        6/1/2008      7/1/2008               5,576,000.00             22,600.00
        7/1/2008      8/1/2008               5,553,400.00             22,600.00
        8/1/2008      9/1/2008               5,530,800.00             22,600.00
        9/1/2008     10/1/2008               5,508,200.00             22,600.00
       10/1/2008     11/1/2008               5,485,600.00             22,600.00
       11/1/2008     12/1/2008               5,463,000.00             22,600.00
       12/1/2008      1/1/2009               5,440,400.00             24,400.00
        1/1/2009      2/1/2009               5,416,000.00             24,400.00
        2/1/2009      3/1/2009               5,391,600.00             24,400.00
        3/1/2009      4/1/2009               5,367,200.00             24,400.00
        4/1/2009      5/1/2009               5,342,800.00             24,400.00
        5/1/2009      6/1/2009               5,318,400.00             24,400.00
        6/1/2009      7/1/2009               5,294,000.00             24,400.00
        7/1/2009      8/1/2009               5,269,600.00             24,400.00
        8/1/2009      9/1/2009               5,245,200.00             24,400.00
        9/1/2009     10/1/2009               5,220,800.00             24,400.00
       10/1/2009     11/1/2009               5,196,400.00             24,400.00
       11/1/2009     12/1/2009               5,172,000.00             24,400.00
       12/1/2009      1/1/2010               5,147,600.00             26,300.00
        1/1/2010      2/1/2010               5,121,300.00             26,300.00
</TABLE>

                                       7
<PAGE>

<TABLE>
<S>                 <C>          <C>                        <C>
        2/1/2010      3/1/2010               5,095,000.00             26,300.00
        3/1/2010      4/1/2010               5,068,700.00             26,300.00
        4/1/2010      5/1/2010               5,042,400.00             26,300.00
        5/1/2010      6/1/2010               5,016,100.00             26,300.00
        6/1/2010      7/1/2010               4,989,800.00             26,300.00
        7/1/2010      8/1/2010               4,963,500.00             26,300.00
        8/1/2010      9/1/2010               4,937,200.00             26,300.00
        9/1/2010     10/1/2010               4,910,900.00             26,300.00
       10/1/2010     11/1/2010               4,884,600.00             26,300.00
       11/1/2010     12/1/2010               4,858,300.00             26,300.00
       12/1/2010      1/1/2011               4,832,000.00             28,300.00
        1/1/2011      2/1/2011               4,803,700.00             28,300.00
        2/1/2011      3/1/2011               4,775,400.00             28,300.00
        3/1/2011      4/1/2011               4,747,100.00             28,300.00
        4/1/2011      5/1/2011               4,718,800.00             28,300.00
        5/1/2011      6/1/2011               4,690,500.00             28,300.00
        6/1/2011      7/1/2011               4,662,200.00             28,300.00
        7/1/2011      8/1/2011               4,633,900.00             28,300.00
        8/1/2011      9/1/2011               4,605,600.00             28,300.00
        9/1/2011     10/1/2011               4,577,300.00             28,300.00
       10/1/2011     11/1/2011               4,549,000.00             28,300.00
       11/1/2011     12/1/2011               4,520,700.00             28,300.00
       12/1/2011      1/1/2012               4,492,400.00             30,200.00
        1/1/2012      2/1/2012               4,462,200.00             30,200.00
        2/1/2012      3/1/2012               4,432,000.00             30,200.00
        3/1/2012      4/1/2012               4,401,800.00             30,200.00
        4/1/2012      5/1/2012               4,371,600.00             30,200.00
        5/1/2012      6/1/2012               4,341,400.00             30,200.00
        6/1/2012      7/1/2012               4,311,200.00             30,200.00
        7/1/2012      8/1/2012               4,281,000.00             30,200.00
        8/1/2012      9/1/2012               4,250,800.00             30,200.00
        9/1/2012     10/1/2012               4,220,600.00             30,200.00
       10/1/2012     11/1/2012               4,190,400.00             30,200.00
       11/1/2012     12/1/2012               4,160,200.00          4,160,200.00
</TABLE>