EXHIBIT 3.24

                            CERTIFICATE OF FORMATION
                                       OF
                               99 RESTAURANTS, LLC

         This Certificate of Formation of 99 Restaurants, LLC is to be filed
with the Delaware Secretary of State pursuant to the Delaware Limited Liability
Company Act (the "Act"), Section 18-201.

         1.       The name of the limited liability company is 99 Restaurants,
LLC.

         2.       The name, street and mailing address of the initial registered
office and the registered agent for service of process of the limited liability
company in the State of Delaware are as follows: The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 (New
Castle County).

         3.       a.       The limited liability company shall have the power to
         indemnify any person who has taken an action of management as a member,
         manager, employee or agent of the limited liability company, or any
         other person who is serving at the request of the limited liability
         company in any such capacity with another foreign or domestic
         corporation, limited liability company, partnership, joint venture,
         trust, or other enterprise (including, without limitation, any employee
         benefit plan) to the fullest extent permitted by the Act as it exists
         on the date hereof or as it may hereafter be amended, and any such
         indemnification may continue as to any person who has ceased to be a
         member, manager, employee, or agent and may inure to the benefit of the
         heirs, executors, and administrators of such a person.

                  b.       By action of the members, notwithstanding any
         interest of the managers in the action, the limited liability company
         may purchase and maintain insurance, in such amounts as the members
         deem appropriate, to protect any member, manager, employee, independent
         contractor or agent of the limited liability company or any other
         person who is or was serving at the request of the limited liability
         company in any such capacity with another foreign or domestic
         corporation, limited liability company, partnership, joint venture,
         trust, or other enterprise (including, without limitation, any employee
         benefit plan) against liability asserted against him or incurred by him
         in any such capacity or arising out of his status as such (including,
         without limitation, expenses, judgments, fines, and amounts paid in
         settlement) to the fullest extent permitted by the Act as it exists on
         the date hereof or as it may hereafter be amended, and whether or not
         the limited liability company would have the power or would be required
         to indemnify such person under the terms of any agreement or provision
         of its operating agreement or the Act. For purposes of this paragraph
         (b), "fines" shall include any excise taxes assessed on a person with
         respect to any employee benefit plan.

         Dated as of this 14th day of November, 2002.

                                              /s/ Derek S. Hughey
                                              ----------------------------------
                                              Derek S. Hughey, Sole Organizer