CONSULTING AGREEMENT


         This  Consulting  Agreement  ("Agreement")  is  made  this  1st  day of
January, 1997, between Rock Bottom Restaurants, Inc. ("Rock Bottom"), a Delaware
corporation, located at 248 Centennial Parkway, Suite 100, Louisville, Colorado,
80027, and FBD Management Corp. (the "Consultant").



                                    RECITALS

         WHEREAS,  Consultant  has certain  expertise  and  knowledge  regarding
restaurant  operation and administration,  restaurant design, site selection and
implementation of management systems; and

         WHEREAS,  Rock Bottom is engaged in the restaurant business and desires
to hire Consultant as an independent contractor-consultant to provide restaurant
design,  site  selection  and other  Services to Rock Bottom under the terms and
conditions  hereinafter  set forth,  and  Consultant  is willing to work in such
capacity.

         NOW,  THEREFORE,  in  consideration  of  the  compensation,   Services,
promises and mutual  covenants herein set forth, and for other good and valuable
consideration,  including  past,  present and future  compensation,  the parties
hereby agree as follows:

                                    ARTICLE I
                             SERVICES OF CONSULTANT

         Rock Bottom agrees to employ  Consultant in the capacity of independent
contractor-consultant  to  assist  Rock  Bottom  with  restaurant  design,  site
selection and other Services ("Services").

                                   ARTICLE II
                                 CONSULTING FEE

         Rock Bottom  agrees to pay  Consultant  a fee of One  Hundred  Thousand
Dollars  ($100,000)  per year in  twelve  equal  monthly  installments  of Eight
Thousand Three Hundred  Thirty-three  Dollars and thirty-three cents ($8,333.33)
for the  term  of  this  Agreement.  In  addition,  Rock  Bottom  agrees  to pay
Consultant for all expenses  incurred while providing such Services,  including,
but not limited to, travel, meals, entertainment, and lodging, on a semi-monthly
basis. Payment shall be made by checks payable to FBD Management Corp.


                                   ARTICLE III
                                      TERM

         The term of this Agreement is two years, beginning as of the date first
above written.  Thereafter,  it shall be in effect for successive periods of one
year  each,  each year  beginning  on the day and month that this  Agreement  is
originally executed ("Successive Period"),  unless either party provides written
notice  to the  other  party  at least 60 days  prior  to the  beginning  of the
Successive Period.

                                   ARTICLE IV
                                   TERMINATION

         Either party hereto may terminate  this  Agreement upon the breach of a
material term hereof by the other party, which breach remains uncured for thirty
(30) days after the date that the  nonbreaching  party has served written notice
on the breaching party, which notice will set forth the basis of such breach and
the party's intent to terminate the Agreement.

<PAGE>

                                    ARTICLE V
                               GENERAL PROVISIONS

          A.  No Assignability. Neither party shall have the right to assign its
              rights and  obligations  hereunder  to any other  person or entity
              without the express written consent of the other party hereto. Any
              assignment,  delegation,  or  any  transfer  by  either  party  in
              violation of this paragraph shall be null and void, and shall be a
              material breach of this Assignment.

          B.  Separateness.  Nothing in this  Agreement  shall be  construed  as
              combining  the business  operations of Rock Bottom in any way with
              the business  operations of Consultant.  All such operations shall
              be maintained separately and distinctly.

          C.  No Agency  Relationship.   This  Agreement  does not establish any
              agency,  joint venture,  or partnership  relationship  between the
              parties,  and neither  party can bind the other by any contract or
              representation.

          D.  Independent  Contractor  Status.  Nothing in this Agreement  shall
              construe  Consultant as an employee of Rock Bottom.  Consultant is
              an independent  contractor,  engaged in and  independent  business
              from  Rock  Bottom,  and is free from Rock  Bottom's  control  and
              direction in the performances of Services.

          E.  Worker's Compensation Insurance.  Consultant and its employees are
              not  entitled  to  workers'  compensation  benefits  through  Rock
              Bottom,  and  Consultant  is  obligated  to pay  federal and state
              income tax on any moneys paid pursuant to this Agreement.

          F.  Unemployment  Insurance.  Consultant  and  its  employees  are not
              entitled to unemployment  insurance  benefits  through Rock Bottom
              and Consultant is obligated to pay federal and state income tax on
              any moneys paid pursuant to this Agreement.

          G.  Notices.  All notices  provided for in this Agreement  shall be in
              writing  and  shall be  deemed  effective  when  either  served by
              personal  delivery or sent by  express,  registered  or  certified
              mail,  postage  prepaid,  return receipt  requested,  to the other
              party at the  corresponding  mailing address set forth above or at
              such other address as such other party may hereafter  designate by
              written notice in the manner aforesaid.

          H.  Modification.   The  parties   acknowledge  and  agree  that  this
              Agreement may only be modified by the mutual written  agreement of
              the parties.

          I.  Arbitration.  IN  THE  EVENT  OF  ANY  DISPUTE  ARISING  OUT OF OR
              RELATING TO THIS AGREEMENT, OR THE BREACH OF VALIDITY THEREOF, THE
              PARTIES AGREE TO MAKE ALL  REASONABLE  EFFORTS TO REACH AN AMIABLE
              SETTLEMENT OF THEIR  DIFFERENCES.  FAILING SUCH SETTLEMENT  WITHIN
              THIRTY  (30) DAYS AFTER THE NOTICE OF SUCH  DISPUTE,  THE  DISPUTE
              SHALL BE  SETTLED BY  ARBITRATION  UNDER THE  COMMERCIAL  RULES OF
              ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION.  THE DECISION
              OF THE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE UPON EACH PARTY
              HERETO AND MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION.
<PAGE>


          J.  Attorney  Fees.  In the event that  action is brought to  enforce,
              interpret,  or construe the terms of this Agreement or the acts of
              the  parties in relation  thereto,  the  prevailing  party in such
              action shall, in addition to any other relief awarded, be entitled
              to  reasonable  attorneys  fees in such  action  or in a  separate
              action bought for that purpose.

          K.  Governing  Law.  The parties agree that this  Agreement is entered
              into and will be governed in accordance with the laws of the State
              of Colorado in any action relating to this Agreement.

          L.  Entire  Agreement.  This  Agreement,  together  with  any  written
              agreements  delivered  contemporaneously  herewith,  contains  the
              entire agreement of the parties with respect to its subject matter
              and no  waiver,  modification  or change  of an of its  provisions
              shall be valid  unless  in  writing  and  signed  by the  party or
              parties against whom such claimed  waiver,  modification or change
              is to be enforced.

          M.  Waiver.  The  waiver  of any  breach  of any  one or  more  of the
              provisions of this Agreement  shall not be, or be construed to be,
              a waiver of any subsequent or other breach of this Agreement;  nor
              shall any failure on the part of the nonbreaching party to require
              the exact full and complete  compliance with any of the provisions
              of this Agreement be construed as in any manner changing the terms
              hereof.

          N.  Divisibility.   If any term or provision of this  Agreement or the
              application  thereof to any person or  circumstances  shall to any
              extent  be  invalid  or  unenforceable,   the  remainder  of  this
              Agreement or the  application of such term or provision to persons
              or  circumstances  other than those as to which is held invalid or
              unenforceable  shall not be  affected  thereby,  and each term and
              provision of this Agreement  shall be valid and enforceable to the
              fullest extent permitted by law.

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

ROCK BOTTOM RESTAURANTS, INC.               CONSULTANT:
                                            FBD MANAGEMENT CORP.



By:      ________________________           By:      ________________________
         Tom Moxcey                                  Frank B. Day
         President & CEO                             President