LICENSE AGREEMENT


     This Agreement is made on the ________ of _____________,  1998 [hereinafter
referred to as the "Effective  Date"],  by and between ROCK BOTTOM  RESTAURANTS,
INC., a Delaware corporation ("Rock Bottom") and Frank B. Day
("Day").


                              RECITALS AND PREMISES

         WHEREAS,  Rock Bottom owns and operates  numerous  restaurants and owns
certain proprietary information with respect to such restaurants;

         WHEREAS,  Rock  Bottom  has  developed  special  knowledge,   know-how,
techniques,  methods,  designs,  brewing recipes,  inventions,  and technologies
useful in the restaurant business (collectively, the "Licensed Information");

         WHEREAS,  Day  desires  to utilize  the  Licensed  Information  in the
St.Croix restaurant; and

         WHEREAS,  Rock  Bottom is  willing  to grant  Day a license  to use the
Licensed Information solely in the St. Croix restaurant.

         NOW,  THEREFORE,  in  consideration of the premises and of the promises
and  obligations  in the  terms,  conditions,  and mutual  agreements  contained
herein, Rock Bottom and Day agree as follows:


1. Ownership.  The Licensed  Information is solely owned by Rock Bottom, and Day
shall not in any way by oral or written  statements or otherwise conduct himself
as being the owner of the Licensed Information.

2. Power to Enter  Agreement.  Each party  represents  and warrants to the other
that it has the power, right, and authority to enter into this Agreement, and to
grant the rights and undertake the obligations set forth in this Agreement.

3. Term. This Agreement shall be perpetual from the Effective Date.

4. Mutual  Termination.  This Agreement may be mutually terminated by the mutual
written consent of Rock Bottom and Day.

5. Compensation.  Day will pay to Rock  Bottom a one time fee of Five  Thousand
Dollars ($5,000) as compensation for the use of the Licensed  Information solely
in the St.  Croix  restaurant.  This  compensation  will cover  Day's use of the
Licensed  Information in the St. Croix  restaurant for as long as this Agreement
is in place.

6. Non-Assignment;  No Other  Beneficiaries.  Except as otherwise provided
herein,  neither this  Agreement nor any interest  herein shall be assignable by
Day without the written consent of Rock Bottom.

7. Entire Agreement;  Amendments.  Each party acknowledges that it has read this
Agreement,  understands  it, and agrees to be bound by its  terms,  and  further
agrees  that this is the  complete  and  exclusive  statement  of the  Agreement
between  the  parties,   which   supersedes  and  merges  all  prior  proposals,
understandings  and all other  agreements,  oral and written between the parties
relating to this Agreement. This Agreement may not be modified or altered except
by a written instrument duly executed by both parties.

8. Governing  Law.  This  Agreement is made under,  and is to be construed  and
enforced in accordance with, the internal laws of the State of Colorado.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
Effective Date.

ROCK BOTTOM RESTAURANTS, INC.,
   a Delaware corporation


By:    ________________________________
         William S. Hoppe,
         Executive Vice President

Date: ________________________________



By:    ________________________________
         Frank B. Day


Date: ________________________________