EXHIBIT 10.24



                            [O'CHARLEY'S INC. LOGO]



                                O'CHARLEY'S INC.



                              DEVELOPMENT AGREEMENT



<PAGE>

                                                                               .

                                                                               .

                                                                               .



                                TABLE OF CONTENTS



<TABLE>

<S>                                                                                <C>

ARTICLE I      GRANT.......................................................         2

ARTICLE II     FEES........................................................         4

ARTICLE III    SCHEDULE AND MANNER FOR EXERCISING DEVELOPMENT RIGHTS.......         5

ARTICLE IV     PREREQUISITES TO OBTAINING LICENSES.........................        12

ARTICLE V      TERM........................................................        14

ARTICLE VI     DUTIES OF DEVELOPER.........................................        14

ARTICLE VII    DEFAULT AND TERMINATION.....................................        19

ARTICLE VIII   TRANSFER OF INTEREST........................................        23

ARTICLE IX     COVENANTS...................................................        29

ARTICLE X      INDEPENDENT CONTRACTOR AND INDEMNIFICATION..................        32

ARTICLE XI     APPROVALS...................................................        33

ARTICLE XII    NON-WAIVER AND REMEDIES.....................................        33

ARTICLE XIII   NOTICES.....................................................        34

ARTICLE XIV    SEVERABILITY AND CONSTRUCTION...............................        34

ARTICLE XV     ENTIRE AGREEMENT; APPLICABLE LAW............................        35

ARTICLE XVI    ACKNOWLEDGMENTS.............................................        37

</TABLE>



<TABLE>

<S>                                                                               <C>

Attachment A   Operating Agreement.........................................       A-1

Attachment B   Lease Rider.................................................       B-1

Attachment C   Confidentiality And Non-Compete Agreement...................       C-1

Attachment D   Statement Of Ownership Interests and Principals.............       D-1

Attachment E   Guaranty....................................................       E-1

</TABLE>



                                       i



<PAGE>



                                O'CHARLEY'S INC.



                              DEVELOPMENT AGREEMENT



         THIS DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into

this _____ day of December, 2003, by and among O'Charley's Inc., a Tennessee

corporation ("Licensor"), OCM Development Company, LLC, a Michigan limited

liability company d/b/a O'Charley's Development Company of Michigan

("Developer"), and Meritage Hospitality Group Inc., a Michigan corporation

("Controlling Principal").



                                   WITNESSETH:



         WHEREAS, Licensor, as a result of the expenditure of time, skill,

effort and money, has developed and owns the rights to develop and operate a

unique system of full service varied menu casual dining restaurants which

feature freshly prepared items such as hand-cut and aged steaks, fresh chicken,

seafood, homemade yeast rolls and fresh-cut salads with special recipe dressings

and which serve alcoholic beverages through a full-service bar all under the

trademark O'Charley's(R) (the "System");



         WHEREAS, the distinguishing characteristics of the System include,

without limitation, distinctive exterior and interior design, decor, color

schemes, awnings, neons and furnishings, special recipes and menu items, uniform

standards, specifications and procedures for operations, quality and uniformity

of products and services offered, procedures for inventory management and

financial control, training and assistance, and advertising and promotional

programs, all of which may be changed, improved and further developed by

Licensor from time to time;



         WHEREAS, Licensor identifies the System by means of certain trade

names, service marks, trademarks, emblems and indicia of origin, including, but

not limited to, the mark O'Charley's(R) and such other trade names, service

marks and trademarks as are now designated (and may hereafter be designated by

Licensor in writing) for use in connection with the System (the "Proprietary

Marks");



         WHEREAS, Licensor continues to develop, use and control the use of such

Proprietary Marks in order to identify for the public the source of services and

products marketed thereunder and under the System, and to represent the System's

high standards of quality, appearance and service;



         WHEREAS, the value of Licensor's Proprietary Marks is based upon: (a)

the maintenance of uniform high quality standards in connection with the

preparation and sale of Licensor-approved food and beverage products; (b) the

uniform high standards of appearance of the individual restaurant units in the

System; (c) the use of distinctive Proprietary Marks, building designs and

advertising signs representing a uniformly high quality of products and

services; and (d) the assumption by its franchisees of the obligation to

maintain and enhance the goodwill and public acceptance of the System and of the

Proprietary Marks by strict adherence to the high standards required by

Licensor; and



<PAGE>



         WHEREAS, Developer wishes to obtain certain development rights to

operate one (1) or more full-service O'Charley's restaurants (each, a

"Restaurant" or "Licensed Business," and together, the "Restaurants" or

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC