ROCK BOTTOM RESTAURANTS, INC.
                        SERVICE AND CONSULTING AGREEMENT
                            CONCEPT MANAGEMENT, INC.


         THIS AGREEMENT (the "Agreement"),  is entered into as of the 1st day of
January, 1997, by and between CONCEPT MANAGEMENT, INC., a Tennessee corporation,
having  an  office  at  2221  S.  Ashford  Court,  Nashville,  Tennessee,  37214
("Consultant"), and Rock Bottom Restaurants, Inc., a Delaware corporation having
an office at 248 Centennial Parkway, Suite 100, Louisville, Colorado, 80027.

                                   WITNESSETH:

         WHEREAS,  The Company  desires to retain  Consultant for the purpose of
rendering  consulting  services by which the  Company  shall have the benefit of
Consultant's  experience  and knowledge in those areas of service as directed by
the President of the Company; and

         WHEREAS,  Consultant  desires  to be  retained  by the  Company  and to
provide such services on the terms and conditions set forth herein;

         NOW,  THEREFORE,  for  and  in  consideration  of the  mutual  promises
hereinafter set forth, the parties hereto agree as follow:

1. Term. This agreement shall commence on January 1, 1997, and shall continue
for a period of twelve  months, terminating on December  31, 1997, unless sooner
terminated pursuant to Section 4 hereof.

2. Duties of Consultant.

2.1 The Company hereby employs Consultant, and Consultant agrees, upon the terms
and conditions herein set forth, to provide consulting services,  as directed by
the  President or Board of Directors  of the  Company,  on a part-time  basis as
needed  in  connection  with the  Company's  business,  with  Consultant  to use
reasonable efforts to be available from time to time as needed, subject to other
demands and the understanding that this consulting agreement is non-exclusive of
either party.  Such services shall be on a retainer or project basis as directed
by the President or the Company's Board of Directors,  and can include,  but not
be limited to the following:

     A.   Evaluation  and  assessment  of  Company's   strategic   planning  and
     organizational development processes.

     B.  Consultation and  recommendations  with respect to strategic  planning,
     organizational development, management development and succession planning,
     organizational  design  and  on-going  review  of  Company   organizational
     productivity.

     C. Consultation with appropriate officers, directors and consultants of the
     Company in connection  with the Company's  planned growth and  development,
     and development strategies.

     D. Consultation and recommendations with respect to recruiting,  management
     training  and  development,  and  development  of  the  Company's  Training
     Department.

     E. Consultation and recommendations with respect to executive  performance,
     coaching, and intervention.

     F. Consultation and inputs as to market and consumer behavioral trends, and
     future concept positioning and productivity.

     G. Upon request of the Company's  President,  review various aspects of the
     Company's operations and staff in order to propose and recommend methods to
     achieve increased levels of efficiency and high profitability.

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2.2  Non-Exclusive Services. The parties agree and acknowledge that Consultant's
services  to  the  Company  shall  be  provided  on a  non-exclusive  basis  and
Consultant  may be retained by others and perform  services in  connection  with
such retention.

2.3 Principal Performance. The parties agree and acknowledge that it is intended
that the  services to be provided  hereunder  are to be solely  performed by its
President and Chief Executive Officer, Gerald A. Hornbeck.

2.4 Support Service. The Company shall provide to the Consultant office space
for one individual during such time as Consultant is performing at the Company's
corporate  office or at one of its restaurant  locations,  and such clerical and
secretarial  services as Consultant  shall  reasonably  require to carry out its
responsibility pursuant to this Agreement.

2.5 No Agency. The parties  acknowledge and agree that in no event is Consultant
being  requested,  nor  does  Consultant  intend,  to be an  agent of or for the
Company.

3.  Compensation and Reimbursement.

3.1 Retainer. For the services rendered by Consultant pursuant to the Agreement,
the Company  shall pay to  Consultant  a fee One Thousand  Five Hundred  dollars
($1500.00)  per day on as  called,  as needed  basis.  Consultant  will make all
reasonable  efforts to be available as needed by Company.

3.2 Hours. A "day" for the purposes of the Agreement, shall consist, on average,
of eight hours of  services  provided by  Consultant  on behalf of the  Company,
pursuant to the  directions  given to  Consultant  by the President for purposes
other than duties and  obligations  required of or performed by  Consultant as a
director of the Company.  Consultant agrees to provide services on an as called,
as needed  basis during the term of this  Agreement,  to include all regular and
on-going  communications  regarding  the  status  of  the  Company  and  Company
activities.

3.3  Stock Options. The Company, at its sole option,  shall grant the Consultant
the option to acquire N/A shares of Common  Stock  pursuant to the  execution of
this Agreement.  Options would vest one year from date of grant,  and expire ten
years  from date of grant.  (Section  3.3 final  language  to be  developed  and
written by Company as  required).

3.4  Duties.  Consultant  agrees to  perform  its best  efforts on behalf of the
Company and make all reasonable  efforts to conform to the time requirements and
schedules as directed or set by the Company's President or Board of Directors.

3.5 Expenses.  The company shall  promptly  reimburse  Consultant for all of its
reasonable  expenses  including travel of Gerald A. Hornbeck with respect to his
engagement,  provided  expenses over $3500 for any one month shall receive prior
approval from the President.  All expenses shall be paid upon written receipt by
the Company of an invoice from Consultant,  and said expenses shall be submitted
monthly and paid by the Company Promptly upon receipt of said invoice.

4. Termination  of  Employment.  Either party shall have the right to terminate
this Agreement upon thirty (30) days' written notice to the other party. In such
event,  Consultant shall be entitled to fees in full for the entire month of the
date of termination.

5. Confidentiality.

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5.1  Non-Disclosure.   Consultant  recognizes  that  services  to  be  performed
hereunder  are special and that, by reason of its  retention  hereunder,  it may
acquire or has acquired confidential information concerning the Company, the use
or disclosure of which could cause the Company or its affiliates or subsidiaries
substantial  loss  and  damages.  Accordingly,  Consultant  agrees  that it will
execute a Confidentiality Agreement as required by the Company.

5.2 Injunctive Relief.  Without intending to limit the remedies available to the
Company,  Consultant acknowledges that breach of the covenants contained in this
Section 5 will  result in a  material,  irreparable  inury to the Company or its
affiliates or subsidiaries for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuires precisely and that, in
the event of such a breach,  the Company shall be entitled to obtain a temporary
restraining order and/or a preliminary or permanent  injunction  restraining the
Consultant  from engaging in  activities  prohibited by this Section 5 an/or the
Confidentiality   Agreement,  or  such  other  relief  as  may  be  required  to
specifically enforce any of the covenants of this Section 5.

6.  Indemnification.  The Company will indemnify and hold Consultant  (including
its officers, directors, partners, employees within the meaning of section 15 of
the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934)
harmless from and against all claims, liabilities,  losses, damages and expenses
incured,  including reasonable fees and disbursements of counsel,  related to or
arising out of this engagement.

7. Miscellaneous.

7.1 Non-Assignability. Neither party may assign its rights or interests pursuant
to the  Agreement  without the prior written  consent of the other party,  which
consent may be granted or withheld in such party's sole discretion.

7.2  Successors and Assigns.  This Agreement  shall be binding upon and inure to
the benefit of the parties  hereto,  any successors to or assigns of the Company
and any successors to or assigns of Consultant.

7.3  Severability.  Should any provision of this Agreement be  unenforceable  or
prohibited by applicable law, this Agreement shall be considered divisible as to
such provisions which shall be inoperative,  and the remainder of this Agreement
shall be valid and binding as though such provisions were not included herein.

7.4 Amendment Waiver. This Agreement may not be modified,  amended or waived, in
any manner, except by an instrument in writing signed by all parties hereto. The
waiver by any party of compliance  with any  provision of this  Agreement by the
other party shall not operate or be construed as a waiver of any other provision
of this Agreement.

7.5 Governing  Law. All matters  affecting this agreement are to be governed by,
interpreted and construed in accordance with the laws of the State of Colorado.

7.6 Notices. Any notice hereunder by either party to the other shall be given in
writing by personal delivery or certified mail, return receipt requested, at the
address set forth above. Notice shall be given, if by personal delivery,  on the
date of such delivery or, if by certified mail, the date shown on the applicable
return receipt.

7.7 Merger. This Agreement  constitutes the entire agreement between the parties
hereto and supersedes all prior or  contemporaneous  negotiations,  commitments,
agreements and writings with respect to the subject matter hereof. No such other
negotiations,  commitments,  agreements  and writings are part of this Agreement
shall have any force or effect or be valid or binding on the parties hereto.

7.8  Headings.  The  headings  of  paragraphs  herein  are  included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

ROCK BOTTOM RESTAURANTS, INC.

     By:       _______________________
     Name:     Thomas A. Moxcey
     Title:    President


CONCEPT MANAGEMENT, INC.

     By:       _______________________
     Name:     Gerald A. Hornbeck
     Title:    President