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









                                       1

<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

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