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                                                                   EXHIBIT 10.36

          IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT
                     REPRESENTATIONS ARE CALLED FOR HEREIN.

                                    BIG BUCK
                           BREWERY & STEAKHOUSE, INC.

            SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT FOR
            10% CONVERTIBLE SECURED PROMISSORY NOTE DUE FEBRUARY 2003

Big Buck Brewery & Steakhouse, Inc.
550 South Wisconsin Street
Gaylord, Michigan 49734

Gentlemen:

      THIS AGREEMENT is made effective this 4th day of February, 2000, by and
between Big Buck Brewery & Steakhouse, Inc., f/k/a/ Michigan Brewery, Inc., a
Michigan corporation (the "Company"), and Wayne County Employees' Retirement
System, a body politic of the State of Michigan (the "Subscriber"). In
consideration of the mutual promises contained herein, and other good and
valuable consideration, the parties hereto agree as follows:

1.    AGREEMENT OF LOAN; PURCHASE OF BANK ONE'S INTERESTS; SECURITY INTEREST.

      a. AGREEMENT OF LOAN. As set forth more fully below, Subscriber agrees to
      pay to the Company and to Bank One, Michigan, f/k/a NBD Bank, N.A. ("Bank
      One") an aggregate amount of $7,500,000 (the "Aggregate Consideration"),
      by wire transfer of immediately available funds. In consideration
      therefor, the Subscriber will receive (i) a $5,876,114.74 convertible
      secured promissory note in the form of EXHIBIT A attached hereto (the
      "Convertible Note A"), the principal of which is convertible into certain
      shares of the common stock of the Company (the "Company's Common Stock")
      as described in the Convertible Note A (as defined below); (ii) a Common
      Stock Purchase Warrant entitling Subscriber to purchase up to 200,000
      shares of the Company's Common Stock in the form of EXHIBIT B attached
      hereto (the "Warrant"), and (iii) all of the interest which Bank One has
      in and to all of the obligations of the Company to Bank One under the loan
      documents as more particularly described on EXHIBIT C as amended, restated
      and consolidated as more particularly described on EXHIBIT D attached
      hereto. For purposes of this Agreement, the documents and agreements
      described on EXHIBITS C and D hereof and any other documents, instruments
      or agreements executed in connection therewith are referred to
      collectively as the "Bank One Loan Documents" and individually as a "Bank
      One Loan Document".

      b. PURCHASE OF BANK ONE'S INTERESTS. In connection with subsection (a)
      above, Subscriber will purchase Bank One's interest under the Bank One
      Loan Documents, as evidenced by the Amended, Restated and Consolidated
      Convertible Note, dated February 4, 2000 executed by the Company in favor
      of Subscriber in the principal amount of $1,623,885.26 (the "Convertible
      Note B"). In furtherance thereof, $1,623,885.26 of the Aggregate
      Consideration will be wire transferred to Bank One to purchase the Bank
      One Loan Documents pursuant to instructions provided to Subscriber by Bank
      One. Simultaneously with such payment, Bank One will execute the
      assignment and transfer documents acceptable to Subscriber and Bank One.
      In addition, the Company will execute the amendments,

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      restatements and other documents and agreements with Subscriber amending
      and restating the Bank One Loan Documents as more particularly described
      on EXHIBIT D attached hereto.

      c. SECURITY INTEREST. Simultaneously with the execution of this Agreement
      the Company grants the following interests to Subscriber, and will enter
      into separate agreements (the "Security Agreements") with Subscriber
      further evidencing such grants: (i) a pledge of the Company's limited
      partnership interest in Buck & Bass, L.P., (ii) a pledge of the Company's
      shares of the issued and outstanding common stock of BBBP Management
      Company, (iii) a security interest, assignment or mortgage, as applicable,
      in the Company's interest in all Assets, ownership interests, licenses,
      and permits, including, without limitation, a mortgage encumbering the
      Gaylord site and Auburn Hills site. The Company hereby covenants and
      agrees to promptly execute any additional documentation or agreements
      which Subscriber may reasonably request in furtherance of the foregoing,
      including, but not limited to, an assignment of any lease or mortgage
      which the Company may enter into in connection with the development of the
      Detroit restaurant and/or brewery at Comerica Park, and any and all
      financing statements or other filings as Subscriber may require in order
      to perfect the interests granted above. All such documents referred to and
      executed pursuant to this Section 4(c) are referred to herein collectively
      as the "Security Documents" and individually as a "Security Document". For
      purposes of this Section 4(c), "Assets" is defined as all of the Company's
      accounts, chattel paper, documents, fixtures, equipment, general
      intangibles, licenses, contract rights, instruments, inventory, vehicles,
      chattels, machinery, furniture, goods and like personal property and
      collateral of every kind, now or hereafter owned, bought for use and/or
      used by the Company in its business or in which the Company now has or
      hereafter obtains rights of any kind and wherever located.

      d. For purposes of this Agreement, Convertible Note A and Convertible Note
      B are sometimes referred to as the "Convertible Note".

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. In consideration of
Subscriber's subscription for the Convertible Note, the Company represents and
warrants to Subscriber as follows, as of the date hereof, as of the date of
Subscriber's payment, and at all times any amounts are outstanding hereunder:

      a. ORGANIZATION. The Company is a duly organized and validly existing
      corporation under the laws of the State of Michigan.

      b. GOOD STANDING. The Company is in good standing under the laws of the
      State of Michigan, and there are no proceedings or actions pending to
      limit or impair any of its powers, rights and privileges, or to dissolve
      it. The Company is duly qualified to do business in every jurisdiction in
      which such qualification is required.

      c. CORPORATE POWER. The Company has all required corporate power and
      authority to carry on its business as presently conducted, to enter into
      and perform this Agreement and the agreements contemplated hereby to which
      it is a party and to carry out the transactions contemplated hereby and
      thereby. The copies of the Restated Articles of Incorporation and by-laws
      or other organizational documents of the Company, as amended to date,
      which have been furnished to counsel for the Subscriber by the Company,
      are correct and complete at the date hereof, and the Company is not in
      violation of any term of its Restated Articles of Incorporation or
      by-laws. The Company is not in violation of any term or provision of any
      agreement, instrument, judgment, decree, order, statute, rule or
      government regulation applicable to it or to which it is a party. The
      Company has the legal power and authority to own its properties and assets
      and to carry out its business as now being conducted and is qualified to
      do business in the State of Michigan and in every jurisdiction where the
      nature of its business or the property owned or operated by it makes such
      qualification necessary; the Company has the legal power and authority to
      borrow money in accordance with the terms of this Agreement, to execute
      and deliver the loan documents hereby, to grant to Subscriber mortgages
      and security interests as provided in such documents, if any, executed in
      conjunction with this Agreement and to do any and all other things
      required of it hereunder.


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      d. CORPORATE AUTHORIZATION. The execution and delivery of this Agreement
      and all documents executed pursuant hereto, including but not limited to
      the Convertible Note and Warrant, and the consummation of the transactions
      contemplated hereby and thereby have been duly authorized by proper
      corporate action of the Company. The execution of this Agreement, the
      Warrant, the Convertible Note, all documents executed pursuant hereto, if
      converted, the issuance of the Company's Common Stock in connection with
      the Convertible Note and, if exercised, the issuance of the Company's
      Common Stock in connection with the Warrant and the performance of any
      transaction contemplated hereby will not: (i) violate, conflict with or
      result in a default under any material contract or obligation to which the
      Company is a party or by which any of its assets are bound, or any
      provision of the Restated Articles of Incorporation or by-laws of the
      Company, or cause the creation of any encumbrance upon any of the material
      assets of the Company except for encumbrances created in favor of the
      Subscriber; (ii) violate or result in a violation of, or constitute a
      default (whether after the giving of notice, lapse of time or both) under,
      any provision of any law, regulation or rule, or any order of, or any
      restriction imposed by any court or other governmental agency applicable
      to the Company; (iii) except for the filing of a Form D and Form 8-K with
      the Commission, a Listing of Additional Shares form with NASDAQ or the
      Securities Commission, and state blue sky filings, require from the
      Company notice to, declaration or filing with, or consent or approval of
      any governmental authority or other third party; or (iv) accelerate any
      obligation under, or give rise to a right of termination of, any
      agreement, permit, license or authorization to which the Company is a
      party or by which the Company is bound.

      e. ENFORCEABILITY. This Agreement and all documents executed pursuant
      hereto, including but not limited to the Convertible Note and Warrant,
      constitute valid and binding obligations of the Company enforceable
      against the Company in accordance with their terms, except as
      enforceability may be limited by the application of bankruptcy,
      insolvency, moratorium or similar laws affecting the rights of creditors
      generally or by judicial limitations on the right of specific performance.
      The Company's Common Stock issuable upon conversion of the Convertible
      Note and exercise of the Warrant, has been duly authorized by all
      necessary corporate action by the Company.

      f. NO MATERIAL ADVERSE CHANGE. All financial data which has been or shall
      hereafter be furnished to Subscriber for the purposes of, or in connection
      with, this Agreement has been and/or shall be prepared in accordance with
      generally accepted accounting principles consistently applied, and does or
      will fairly present the financial condition of the Company as of the
      dates, and the results of its operations for the periods, for which the
      same are furnished to Subscriber. All financial data furnished to
      Subscriber in connection with this Agreement fairly present the financial
      condition of the Company as of the dates thereof and there has been no
      material adverse change in the business, properties, operations or
      condition, financial or otherwise, of the Company since October 3, 1999.

      g. MATERIAL LIABILITIES/INDEBTEDNESS. There is not pending or, to the best
      of the knowledge of the Company, threatened, any litigation, proceeding or
      governmental investigation which could materially and adversely affect the
      business, properties, operations or condition, financial or otherwise of
      the Company or its ability to perform its covenants hereunder. Other than
      as contemplated by this Agreement, the Company has not incurred any
      material liabilities or indebtedness since October 3, 1999.

      h. CURRENT PUBLIC INFORMATION. Adequate current public information as
      defined in Rule 144(c) of the Securities and Exchange Commission (the
      "Commission") is available regarding the Company.

      i. GOOD AND MARKETABLE TITLE. The Company has good and marketable title to
      its properties given as security hereunder, subject only to following
      ("Permitted Liens"):

            i. liens to secure taxes, assessments and other government charges
            or claims for labor, material or supplies in respect of obligations
            not overdue;

            ii. deposits or pledges made in connection with, or to secure
            payment of, workmen's compensation, unemployment insurance, old age
            pensions or other social security obligations;


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            iii. liens of carriers, warehousemen, mechanics and materialmen, and
            other like liens, in existence less than thirty (30) days from the
            date of creation thereof in respect of obligations not overdue;

            iv. encumbrances consisting of easements, rights of way, zoning
            restrictions, restrictions on the use of real property and defects
            and irregularities in the title thereto, and other minor liens or
            encumbrances none of which interferes with the use of the property
            affected thereby in the ordinary conduct of the business of the
            Company;

            v. liens in favor of the Subscriber;

            vi. liens on the Company's assets set forth in Schedule 2(i)(vi);
            and

            vii. any leasings or borrowings by Buck & Bass, L.P. as to the
            rapevine site not to exceed $1,5000,000.

      j. NO EXISTING DEFAULTS. The Company is not in default in the repayment of
      any indebtedness for money borrowed by it nor has there occurred any event
      which, with or without notice or the passage of time or both, would
      constitute a default by the Company under any agreement or instrument
      pertaining to any indebtedness for money borrowed by it following the
      acquisition of the Bank One Loan Documents by the Subscriber.

      k. TAX RETURNS FILED. Company has filed all reports and tax returns
      required by any governmental authority to be filed by it prior to the date
      hereof and Company has received no notice that such reports or returns
      have been rejected, declared insufficient, or otherwise challenged by such
      governmental authority.

3. REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER. In consideration of the
Company's offer to sell the Convertible Note, Subscriber hereby represents and
warrants to the Company as follows:

      a. INFORMATION ABOUT THE COMPANY. Subscriber has had the opportunity to
      ask questions of, and receive answers from the Company, or an agent or a
      representative of the Company, concerning the terms and conditions of the
      investment and the business and affairs of the Company and to obtain any
      additional information necessary to verify such information, and
      Subscriber has received such additional information concerning the Company
      as Subscriber considers necessary or advisable in order to form a decision
      concerning an investment in the Company, specifically including, but not
      limited to, the documents which the Company has publicly filed with the
      Commission.

      b. HIGH DEGREE OF RISK. Subscriber realizes that the Convertible Note is
      highly speculative, and involves a high degree of risk, including the
      risks of receiving no payment of principal or interest under the
      Convertible Note and/or no return on the investment and of losing the
      investment in the Company.

      c. ABILITY TO BEAR THE RISK. Subscriber is able to bear the economic risk
      of an investment in the Convertible Note, including the total loss of such
      investment.

      d. APPROPRIATE INVESTMENT. Subscriber believes, in light of the
      information provided pursuant to Section 3(a) above, that subscribing for
      the Convertible Note pursuant to the terms of this Agreement is an
      appropriate and suitable investment for Subscriber.

      e. BUSINESS SOPHISTICATION. Subscriber is experienced and knowledgeable in
      financial and business matters, and capable of evaluating the merits and
      risks of purchasing securities of the Company.

      f. RESIDENCY. Subscriber is a body politic of the State of Michigan.


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      g. STATUS AS AN "ACCREDITED INVESTOR". The undersigned is an "accredited
      investor" as defined in Rule 501(a) of Regulation D promulgated under the
      Securities Act of 1933, as amended (alternatively referred to herein as
      the "Act" or the "Securities Act"), because the undersigned is a plan
      established and maintained by a state, its political subdivisions, or any
      agency or instrumentality of a state or its political subdivisions, for
      the benefit of its employees, with total assets in excess of $5,000,000.

4.    AFFIRMATIVE COVENANTS.

      a. From the date of this Agreement through the date the Subscriber and its
      successors and assigns no longer hold (i) any shares of the Company's
      Common Stock issued upon conversion of the Convertible Note or exercise of
      the Warrant, or (ii) any security convertible into the Company's Common
      Stock, including without limitation, the Warrant and the Convertible Note:

            i. CURRENT PUBLIC INFORMATION. With a view to making available
            registration as contemplated in this Agreement and the benefits of
            Rule 144 of the Securities Act, the Company will: (i) make available
            adequate current public information as defined in Rule 144(c) of the
            Commission; (ii) file with the Commission in a timely manner all
            reports and other documents and information required of the Company
            under the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), and take such other actions as may be necessary to assure the
            availability of Form S-3 for use in connection with the registration
            rights provided in this Agreement; and (iii) furnish to Subscriber
            upon written request a written statement as to the Company's
            compliance with the reporting requirements of Rule 144 and the
            Exchange Act, a copy of the Company's most recent annual and
            quarterly reports, and such other reports, documents and other
            information in the possession of or reasonably obtainable by the
            Company as the Subscriber may reasonably request.

            ii. RESERVATION OF SHARES. The Company will reserve and keep
            available for issuance to Subscriber that number of its authorized
            but unissued shares of common stock which are issuable upon
            conversion of the Convertible Note or upon exercise of the Warrant.

      b. From the date of this Agreement through the date the Subscriber and its
      successors and assigns no longer hold any securities convertible into the
      Company's Common Stock, including without limitation the Warrant and the
      Convertible Note:

            i. Notice of Corporate Action. If at any time:

      (A) The Company shall pay any dividend upon the Company's Common Stock or
      make any distribution to the holders of the Company's Common Stock
      (including, without limitation, a stock dividend);

      (B) The Company shall offer for subscription purposes to the holders of
      the Company's Common Stock any additional shares of stock of any class or
      any other rights;

      (C) There shall be any capital reorganization or reclassification of the
      capital stock of the Company, or consolidation or merger of the Company
      with, or sale, conveyance, lease or other transfer of all or substantially
      all of its assets to, another corporation;

      (D) There shall be a voluntary or involuntary dissolution, liquidation or
      winding up of the Company; or

      (E) The Company shall establish a record date (or in lieu thereof, the
      date the transfer books will be closed) for the purpose of determining the
      holders of the Company's Common Stock entitled to notice of and to vote at
      a meeting of shareholders at which any of the above actions shall be
      considered or acted upon;


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then, the Company shall give notice to the Subscriber of the date on which the
books of the Company shall close or a record shall be taken for each such
action. Such notice shall also specify the date as of which the holders of the
Company's Common Stock of record shall (i) participate in such dividend,
distribution or subscription rights; (ii) be entitled to exchange their Common
Stock for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding up; or (iii) be entitled to consider or vote upon such action, as the
case may be. Such written notice shall be given at least twenty (20) days prior
to the action in question and not less than twenty (20) days prior to the record
date for such action or the date the Company's transfer books are closed in
respect thereto.

      c. From the date of this Agreement through the date the Subscriber and its
      successors and assigns no longer hold the Convertible Note:

            i. GROUND LEASE. The Company will use its best efforts to enter a
            ground lease in connection with the development of a free standing
            restaurant on Woodward Avenue near Comerica Park in Detroit,
            Michigan, and the Company will keep Subscriber apprised of the
            progress toward entering such ground lease in accordance with
            applicable law.

            ii. BREWERY. The Company will use its best efforts to complete the
            brewery at Comerica Park and the Company will keep Subscriber
            apprised of the progress towards consummating such transaction in
            accordance with applicable law.

            iii. INSURANCE. Company will insure its assets for Subscriber's
            benefit against loss or damage by fire, theft, burglary, pilferage,
            loss in transit and such other hazards as Subscriber may specify, in
            amounts and under policies and by insurers reasonably acceptable to
            Subscriber, and all premiums shall be paid by Company when due and
            the policies or certified copies of such policies delivered to
            Subscriber. If Company fails to do so, Subscriber may procure such
            insurance and charge the cost to Company's account. No cancellation
            of such insurance or material change in the terms of any policy
            shall be made without the insurance carrier giving Subscriber at
            least 30 days' prior written notice. In the event of any casualty to
            Company's assets which is covered by insurance, Company authorizes
            Subscriber to settle any claim or proceed to suit and judgment for
            all insurance proceeds arising out of the casualty to such assets,
            and upon receipt of payment of such proceeds, Subscriber may apply
            all payments to the restoration or replacement of the assets so long
            as there is no Event of Default as provided herein. If such Event of
            Default exists, such proceeds will be applied in any manner elected
            by Subscriber.

            iv. NOTICE OF DEFAULT. Immediately upon the Company's receipt of a
            notice from any third party of, or upon the Company's obtaining
            knowledge of the occurrence of any Event of Default the Company will
            provide the Subscriber with a certified statement setting forth the
            details of such Event of Default and the actions which the Company
            has taken and proposes to take with respect thereto.

      d. AMENDMENT TO ARTICLES. The Company shall hold its next annual meeting
      of shareholders no later than June 30, 2000. The Company will properly
      include on the agenda for such Shareholders meeting the amendment of its
      Articles of Incorporation to remove Articles VIII, IX and X. The Company
      will include in its proxy a recommendation that the shareholders approve
      such amendment. The Subscriber shall have the right to review and approve
      the Company's proxy statement prior to mailing. In the event the amendment
      to the Articles of Incorporation is not approved by the Shareholders, the
      Subscriber, may at its option declare an Event of Default under this
      Agreement and all obligations of the Company to Subscriber shall become
      immediately due and payable.

      e. LIQUOR CONTROL COMMISSION APPROVALS. In the event the Conversion of the
      Convertible Note or the exercise of the Warrant, at any time, requires
      notice to or the consent or approval of, any person, or is otherwise
      subject to any restriction or limitation, including without limitation the
      consent or approval of the Michigan Liquor Control Commission, or similar
      entities in any other states, the Company shall


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      give such notice, obtain such consents or approvals, and/or have such
      restriction or limitation removed at its sole cost and expense and shall
      pay all costs and expenses of Subscriber incurred in giving any such
      notices, obtaining any such consents or approvals or removing such
      restrictions or limitations. In the event that a required consent is not
      given, a required approval is not obtained and/or a restriction or
      limitation is not removed, the Subscriber may revoke or amend any election
      to convert the Convertible Note or exercise the Warrant and the Subscriber
      will be immediately put back in its position as if such election was not
      made or was originally made as amended. The Subscriber shall have the
      right to treat the failure to obtain any such required consent or approval
      or remove any such restriction or limitation as an Event of Default
      hereunder and all obligations of the Company to the Subscriber shall
      become immediately due and payable, notwithstanding that the Company may
      have used its best efforts to obtain such consent or approval or remove
      such restriction or limitation.

      f. MONTHLY MEETINGS WITH SUBSCRIBER. The top management of the Company,
      including its Chief Executive Officer, shall meet on a monthly basis at
      times and locations acceptable to all parties with representatives of the
      Subscriber to discuss old business, new developments and any issues
      between Subscriber and Company. Each party will comply with securities
      laws in the treatment of confidential information disclosed in such
      monthly meetings.

5. NEGATIVE COVENANTS. The Company covenants and agrees that, so long as the
Convertible Note is outstanding:

      a. RESTRICTIONS ON INDEBTEDNESS. The Company will not create, incur,
      assume, guarantee or be or remain liable, contingently or otherwise, with
      respect to any indebtedness, except for indebtedness incurred in the
      ordinary course of business not to exceed at any time more than $1,500,000
      in the aggregate. Any such indebtedness, not in the ordinary course of
      business or in excess of $1,500,000, will require the approval of
      Subscriber which approval shall not be unreasonably withheld, except that
      Subscriber will approve any indebtedness incurred to repay the Convertible
      Note so long as such payment does not materially and adversely affect the
      rights of Subscriber under the Convertible Note and Warrant.

      b. RESTRICTIONS ON LIENS. The Company will not:

            i. create, incur, or suffer to be created or incurred or to exist,
            any lien of any kind upon any of its property or assets of any
            character whether now owned or hereafter acquired, or upon the
            income or profits therefrom except for Permitted Liens;

            ii. transfer any property or assets or the income or profits
            therefrom for the purpose of subjecting the same to the payment of
            indebtedness or performance of any other obligation in priority to
            payment of its general creditors;

            iii. acquire, or agree or have an option to acquire, any property or
            assets upon conditional sale or other title retention or purchase
            money security agreement, device or arrangement except in the
            ordinary course of business;

            iv. suffer to exist for a period of more than thirty (30) days after
            the same shall have been incurred, any indebtedness or claim or
            demand against it that, if unpaid, might by law or upon bankruptcy
            or insolvency, or otherwise, be given any priority whatsoever over
            its general creditors; or

            v. sell, assign, pledge or otherwise transfer any accounts, contract
            rights, general intangibles, chattel paper or instruments, with or
            without recourse.

      c. BANKRUPTCY EVENTS. The Company will not (i) make an assignment for the
      benefit of creditors, (ii) admit in writing its inability to pay or
      generally fail to pay its debts as they mature or become due, (iii)
      petition or apply for the appointment of a trustee or other custodian,
      liquidator or receiver of the Company


                                       7
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      or of any substantial part of its assets (iv) commence any case or other
      proceeding relating to the company under any bankruptcy, reorganization,
      arrangement, insolvency, readjustment of debt, dissolution or liquidation
      or similar law of any jurisdiction, now or hereafter in effect, (v) take
      any action to authorizing or in furtherance of any of the foregoing, or
      (vi) indicate its approval of, consent to or acquiescence in or shall fail
      to contest in a timely manner any such petition or application filed, or
      any such case or other proceeding commenced against the Company, UNLESS
      the Company has obtained the prior written consent of the Subscriber,
      which consent will be given in the Subscriber's sole and absolute
      discretion.

      d. Restrictions on Use of Funds.

            i. The Company covenants and agrees that the proceeds which the
            Company receives from the Convertible Note will be first applied to
            pay in full the indebtedness of the Company to Crestmark Bank under
            the Loan Agreement dated November 20, 1998, by and between the
            Company and Crestmark Bank, as amended (the "Crestmark Loan
            Agreement") and the purchase of the Bank One Loan Documents. For
            purposes of this Section 5(d), the balance of the Convertible Note
            proceeds, less the amount necessary to (1) purchase the Bank One
            Loan Documents, (2) pay off amount due under the Crestmark Loan and
            (3) pay closing costs for this transaction, is referred to as the
            "Net Proceeds".

            ii. The Company covenants and agrees that it will not use the Net
            Proceeds which the Company receives from the Convertible Note for
            any purpose EXCEPT in connection with the development of a
            restaurant site in Grapevine, Texas (the "Grapevine Restaurant").

            iii. The Company covenants and agrees that the Net Proceeds which
            the Company receives from the Convertible Note will be used for the
            Grapevine Restaurant, in accordance with SCHEDULE 5(d) unless
            otherwise approved by Subscriber, in Subscriber's sole and absolute
            discretion which consent will not be unreasonably withheld.

      e. RESTRICTIONS ON DISTRIBUTIONS. Until the first to occur of (a) the
      Subscriber exercising its Option (as defined in the Convertible Note) to
      convert, or (b) the Company's obligations hereunder and under the
      Convertible Note are satisfied in full, the Company will neither declare
      nor pay any dividends nor make any other distribution, whether in cash or
      in property, on any shares of its capital stock or membership interest, as
      the case may be, nor without the prior written consent of Subscriber
      purchase, redeem, retire or otherwise acquire for value any shares of its
      capital stock or membership interest, as the case may be except for those
      existing commitments of the Company described on SCHEDULE 5(e).

      f. RESTRICTIONS ON ISSUANCE. If, at any time, the Company's total
      liabilities exceed its total assets, or if the Company is otherwise unable
      to meet its obligations as they come due, the Company will not issue
      additional convertible debt or equity securities, UNLESS Subscriber
      consents thereto in writing

      g. NO NEW APPROVAL REQUIREMENTS. The Company will take no action which
      will subject the exercise of the Subscriber's rights under this Agreement,
      the Warrant or the Convertible Note to any restrictions, limitations or
      additional third party consent or approval requirements, including without
      limitation new liquor licenses which impose any such requirements,
      restrictions or limitations without first obtaining the Subscribers prior
      written consent, which consent shall not be unreasonably withheld.

6. ADDITIONAL COVENANTS OF THE COMPANY. All covenants made by the Company to
Bank One pursuant to the Bank One Loan Documents under Article V thereof are
incorporated herein as additional covenants made by the Company to and for the
benefit of Subscriber.

7. EVENTS OF DEFAULT AND ACCELERATION. If any of the following events (each, an
"Event of Default" or, if the giving of notice or the lapse of time or both is
required, then, prior to such notice or lapse of time, a "Default") shall occur:


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      a. the Company shall fail to pay any principal of or interest on the
      Convertible Note when the same shall become due and payable, whether at
      the stated date of maturity or any accelerated date of maturity or at any
      other date fixed for payment; provided however, such failure shall not
      constitute a default if the required payment is made within five days
      after the date it first became due and payable and such failure has not
      occurred more than two times in the preceding 12 months.

      b. the Company shall fail to comply in any material respect with any of
      its covenants contained in this Agreement, the Convertible Note, the
      Warrant, the Bank One Loan Documents, the Security Agreements or any other
      document, instrument or agreement entered into in connection with this
      Agreement;

      c. the Company shall fail to perform any term, covenant or agreement
      contained herein;

      d. any representation or warranty of the Company in this Agreement or in
      the Convertible Note or in any other document or instrument delivered
      pursuant to or in connection with this Agreement shall prove to have been
      false in any material respect upon the date when made or deemed to have
      been made or repeated;

      e. the Company shall make an assignment for the benefit of creditors, or
      admit in writing its inability to pay or generally fail to pay its debts
      as they mature or become due, or shall petition or apply for the
      appointment of a trustee or other custodian, liquidator or receiver of the
      Company or of any substantial part of its assets, or shall commence any
      case or other proceeding relating to the Company under any bankruptcy,
      reorganization, arrangement, insolvency, readjustment of debt, dissolution
      or liquidation or similar law of any jurisdiction, now or hereafter in
      effect, or shall take any action to authorize or in furtherance of any of
      the foregoing, or if any such petition or application shall be filed or
      any such case or other proceeding shall be commenced against the Company
      and the Company shall indicate its approval thereof, consent thereto or
      acquiescence therein or shall fail to contest the same in a timely manner;

      f. an involuntary petition shall be filed or an involuntary proceeding
      shall be commenced seeking liquidation, reorganization or other relief in
      respect of the Company or of its debts or any substantial part of its
      assets, under any bankruptcy, reorganization, arrangement, insolvency,
      readjustment of debt, dissolution or liquidation or similar law of any
      jurisdiction, now or hereafter in effect, and in any such case, such
      proceeding or petition shall continue undismissed for sixty (60) days or
      an order or decree approving or ordering any of the foregoing shall be
      entered;

      g. there shall remain in force, undischarged, unsatisfied and unstayed,
      for more than sixty (60) days, whether or not consecutive, any uninsured
      final judgment against the Company that, alone or with other outstanding
      uninsured final judgments, undischarged against the Company, exceeds in
      the aggregate $100,000;

      h. if this Agreement, the Convertible Note or any of the documents
      executed in connection herewith, shall be cancelled, terminated, revoked
      or rescinded other than in accordance with the terms thereof or with the
      express prior written agreement, consent or approval of the Subscriber, or
      any action or suit at law, or in equity or other legal proceeding to
      cancel, revoke or rescind any of such documents shall be commenced by or
      on behalf of the Company, or any court or any other governmental or
      regulatory authority or agency of competent jurisdiction shall make a
      determination that, or issue a judgment, order, decree or ruling to the
      effect that, any one or more of such documents is illegal, invalid or
      unenforceable in any material respect in accordance with the terms
      thereof;

      i. there shall occur a material and adverse effect as to the properties,
      assets, business, condition (financial or otherwise), prospects or results
      of operations of the Company; or


                                       9
<PAGE>

      j. the Company shall fail to pay any principal of or premium of interest
      on any indebtedness (other than that arising hereunder) when the same
      becomes due and payable (whether by scheduled maturity, required
      prepayment, acceleration, demand or otherwise); or any other event shall
      occur or condition shall exist under any agreement or instrument relating
      to any such indebtedness, if the effect of such event or condition is to
      accelerate, or to permit the acceleration of, the maturity of such
      indebtedness; or any such indebtedness shall become or be declared to be
      due and payable, or required to be prepaid (other than by a regularly
      scheduled required prepayment), or the Company shall be required to
      repurchase or offer to repurchase such indebtedness, prior to the stated
      maturity thereof.

then, and in any such event, (A) if such event is an Event of Default specified
in Section (e) or(f) above with respect to the Company, automatically all
amounts owing with respect to this Agreement, the Convertible Note and the other
documents executed in connection herewith shall become immediately due and
payable without presentment, demand, protest or further notice of any kind, all
of which are hereby expressly waived by the Company and (B) if such event is any
other Event of Default the Subscriber shall by notice in writing to the Company,
declare all amounts owing with respect to this Agreement, the Convertible Note
and the other documents executed in connection herewith to be, and they shall
thereupon forthwith become, immediately due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Company. As to any non-monetary default, the Company shall receive
notice and a fifteen (15) day cure period (unless another cure period is
specifically granted, provided that such cure right shall not be extended more
than three (3) times in the preceding twelve (12) months.

8. INVESTMENT PURPOSE IN ACQUIRING THE SECURITIES. Subscriber and the Company
acknowledge that the Convertible Note and the Common Stock into which the
Convertible Note may be converted (the "Securities") have not been registered
under the Act or applicable state securities laws, and that such securities will
be issued to Subscriber in reliance on exemptions from the registration
requirements of the Act and applicable state securities laws and in reliance on
Subscriber's representations and agreements contained herein. Subscriber is
subscribing to acquire the Securities for the account of Subscriber for
investment purposes only and not with a view to their resale or distribution.
Subscriber has no present intention to divide his, her, or its participation
with others or to resell or otherwise dispose of all or any part of the
Securities. In making these representations, Subscriber understands that, in the
view of the Commission, exemption of the Securities from the registration
requirements of the Act would not be available if, notwithstanding the
representations of Subscriber, Subscriber has in mind merely acquiring the
Securities for resale upon the occurrence or nonoccurrence of some predetermined
event.

9. COMPLIANCE WITH SECURITIES ACT. Subscriber agrees that if the Securities or
any part of any of the Securities are sold or distributed in the future,
Subscriber shall sell or distribute them pursuant to the requirements of the
Securities Act and applicable Blue Sky Laws (defined below). Subscriber agrees
that Subscriber will not transfer any part of the Securities without (i)
obtaining a "no action" letter from the Commission and applicable state
securities commissions, (ii) obtaining an opinion of counsel reasonably
satisfactory in form and substance to the counsel for the Company to the effect
that such transfer is exempt from the registration requirements under the Act
and applicable state securities laws, or (iii) the valid registration of the
Securities under the Act and all applicable state securities laws.

10. RESTRICTIVE LEGEND. Subscriber agrees that Company may place a restrictive
legend on the documents representing the Securities containing substantially the
following language:

      The securities represented by this certificate have not been registered
      under the Securities Act of 1933, as amended, have not been registered
      under any state securities laws, and are subject to a Subscription and
      Investment Representation Agreement. They may not be sold, offered for
      sale, assigned, transferred, pledged, or otherwise disposed of in the
      absence of either an effective registration under the Securities Act of
      1933, as amended, and under the applicable state securities laws, or an
      opinion of counsel reasonably acceptable to the Company that such
      transaction is exempt from registration under the


                                       10
<PAGE>

      Securities Act of 1933, as amended, and under the applicable state
      securities laws.

11. STOP TRANSFER ORDER. Subscriber agrees that, if Subscriber fails to comply
with its obligations under Section 8 of this Agreement, the Company may place a
stop transfer order with its registrar and stock transfer agent covering all
documents or certificates representing the Securities.

12. KNOWLEDGE OF RESTRICTION UPON TRANSFER OF THE SECURITIES. Subscriber
understands that the Securities may not be freely transferable without
registration under or an exemption from registration under the Securities Act of
1933 and may in fact be prohibited from sale for an extended period of time and
that, as a consequence thereof, the undersigned may have to bear the economic
risk of investment in the Securities for an indefinite period of time and may
have extremely limited opportunities to dispose of the Securities. Subscriber
understands that Rule 144 of the Commission permits the transfer of "restricted
securities," such as the Securities, only under certain conditions, including a
minimum one-year holding period, and the availability to the public of certain
information concerning the Company.

13. RIGHT OF FIRST REFUSAL.

      a. GENERAL. For so long as the Convertible Note is outstanding, or the
      Subscriber owns (or may acquire upon exercise of the Warrant) more than
      15% of the Company's Common Stock, the Company shall have the right to
      issue, whether publicly or privately, additional debt or equity
      securities, including without limitation promissory notes, debentures,
      preferred or common stock, securities convertible into common or preferred
      stock and secured or unsecured financings (collectively, "Additional
      Securities") only if such issuance is made pursuant to and in accordance
      with the terms of Sections 13(b) and (c) below, which Sections, among
      other things, grant the Subscriber a right of first refusal with regard to
      any such issuance.

      b. OBLIGATIONS OF PARTIES. The Company will not be permitted to issue any
      Additional Securities pursuant to Section 13(a) unless (i) the Company
      first notifies the Subscriber in writing of such proposed issuance and
      attaches a copy of the terms thereof (including a copy of the offer and
      all other pertinent documents) (the "Transfer Notice"), and (ii) the
      Subscriber fails to purchase all of such Additional Securities and the
      Company complies with Section 13(c). Upon receipt of a Transfer Notice,
      the Subscriber shall have the right, exercisable by written notice (the
      "Exercise Notice") given to the Company within forty-five (45) days after
      the date on which such Transfer Notice was duly given, to purchase any
      number of the Additional Securities specified in such Transfer Notice (the
      "Offered Shares") as the Subscriber may elect, at the same price per
      Offered Share and on the same terms and conditions per Offered Share as
      are offered to the proposed purchaser or purchasers (the "Purchasers").
      The Exercise Notice will set forth the number of Offered Shares the
      Subscriber wishes to purchase.

      c. FAILURE TO EXERCISE RIGHT. The Subscriber's option to purchase the
      Offered Shares will terminate upon Subscriber's failure to timely respond
      within such forty-five (45) day period set forth in Section 13(b) above.
      Any portion of Offered Shares which are not subscribed for by Subscriber
      may be sold pursuant to the Transfer Notice, and the Company will be free
      to sell the Offered Shares to the Purchasers. If the Company fails to
      close a sale to Purchasers within ninety (90) days from the date the
      Transfer Notice is delivered to Subscriber on the terms set forth in the
      Transfer Notice, the Subscriber's option to purchase such Offered Shares
      shall be reinstated.

14. DEMAND REGISTRATION. Any time after the Company's receipt of a Notice of
Conversion (as defined in the Convertible Note) and through the earlier of (i)
the sale or other disposition by Subscriber of all of the shares of common stock
issued or issuable upon conversion of the Convertible Note or exercise of the
Warrant (the "Registrable Shares") or (ii) the date upon which all shares of
common stock issued or issuable upon conversion of the Convertible Note may be
disposed of pursuant to Rule 144 of the Act, without restriction, Subscriber, in
addition to its rights under Sections 15 and 16, shall have the right to demand
up to two registrations on Form S-3 (or such other form which the Company is
eligible to use, including, if necessary Form S-1) for the sale of


                                       11
<PAGE>

Registrable Shares intended to be sold or disposed of by the Subscriber. Such
request shall be in writing and shall state the number of shares to be disposed
of and the intended method of disposition of such shares. Upon receipt of such
request, the Company shall register the Registrable Shares in accordance with
the request and the provisions of Section 17. Subscriber may only demand
registration pursuant to this Section 14 two (2) times for each twelve (12)
calendar month period; however, a registration shall not be deemed a
registration under this Section 14 unless such registration is continuously
effective for at least six (6) continuous months.

15. PIGGYBACK REGISTRATION. If at any time after the date of this Agreement and
through the earlier of (i) the sale or other disposition by Subscriber of all of
its Registrable Shares or (ii) the date upon which all shares of common stock
issued or issuable upon conversion of the Convertible Note may be disposed of
pursuant to Rule 144 of the Act, without restriction, the Company proposes to
register under the Act (except by Form S-4 or Form S-8 or any successor forms
thereto) any of its equity securities, it will give written notice to the
Subscriber of its intention to do so and, on the written request of the
Subscriber received by the Company within 20 days after the Company's mailing of
any such notice (which written request shall specify the interest in the
Registrable Shares (issued or issuable upon conversion of the Convertible Note)
intended to be sold or disposed of by the Subscriber and describe the nature of
any proposed sale or other disposition thereof), the Company will use its best
efforts to cause all such Registrable Shares, to be included in the registration
statement proposed to be filed by the Company; PROVIDED, however, that, if a
greater number of Registrable Shares is offered for participation in the
proposed offering than in the reasonable opinion of the managing underwriter, if
any, of the proposed offering can be accommodated without adversely affecting
the proposed offering, then the amount of Registrable Shares proposed to be
offered by the Subscriber for registration, as well as the number of securities
of any other selling shareholders participating in the registration, shall be
proportionately reduced to a number deemed satisfactory by the managing
underwriter.

16. SHELF REGISTRATION. At any time after the date of this Agreement and through
the earlier of (i) the sale or other disposition by Subscriber of all of its
Registrable Shares or (ii) the date upon which all shares of common stock issued
or issuable upon conversion of the Convertible Note may be disposed of pursuant
to Rule 144 of the Act, without restriction, the Subscriber may notify the
Company that it desires to register any Registrable Shares pursuant to a
registration statement providing for the sale of Registrable Securities on a
continuous or delayed basis pursuant to Rule 415 of the Act, the Company shall
prepare and file a registration statement of the Company which covers any of the
Registrable Securities pursuant to the provisions of this Agreement, including
all pre-effective amendments and post-effective amendments thereto, the
prospectus and supplements thereto, all exhibits and all material incorporated
by reference in the registration statement providing for the sale of the
Registrable Securities by the Subscriber pursuant to Rule 415 of the Act and/or
any similar rule that may be adopted by the Commission. A registration pursuant
to this Section 16 shall also be treated as a registration under Section 14,
provided it meets the conditions set forth in the last sentence of Section 14.

17. REGISTRATION PROCEDURES. In connection with the Company's registration
obligations pursuant to this Agreement, the Company shall as expeditiously as
possible, but no later than 45 days after receipt of a notice delivered pursuant
to Sections 14, 15 or 16:

      a. prepare and file with the Commission a registration statement and use
      its best efforts to cause such registration statement to become effective;

      b. prepare and file with the Commission such amendments and supplements to
      such registration statement and any prospectus included in any
      registration statement at the time such registration statement becomes
      effective, as amended or supplemented by any prospectus supplement,
      including post-effective amendments and all material incorporated by
      reference in the prospectus (the "Prospectus") used in connection
      therewith as may be necessary to keep such registration statement
      continuously effective for a period expiring on the earlier of (i) the
      date on which all of the Registrable Securities covered by the
      Registration Statement have been sold thereto, or (ii) the date on which
      all Registrable Securities may be sold pursuant to Rule 144 of the Act
      without restriction;


                                       12
<PAGE>

      c. furnish to the Subscriber, without charge, at least one signed copy of
      the registration statement and any post-effective amendment thereto,
      including financial statements and schedules, all documents incorporated
      by reference therein and all exhibits (including those incorporated by
      reference);

      d. deliver to the Subscriber, without charge, as many copies of the
      Prospectus (including each preliminary prospectus) and any amendment or
      supplement thereto as they may reasonably request, but only while the
      Company is required to cause the registration statement to remain
      effective;

      e. use its reasonable efforts to register or qualify such Registrable
      Securities for offer and sale under the securities or blue sky laws of
      such U.S. States or possessions (the "Blue Sky Laws") as Subscriber may
      reasonably request and do any and all other acts or things necessary or
      advisable to enable Subscriber to consummate the disposition in such
      jurisdictions of Registrable Securities owned by Subscriber; PROVIDED
      HOWEVER, that in no event shall the Company be obligated to qualify
      generally to do business in any jurisdiction where it is not then
      qualified or to take any action which would subject it to the service of
      process in suits other than those arising out of the offer or sale of the
      securities covered by such registration statement in any jurisdictions
      where it is not then so subject;

      f. cooperate with the Subscriber to facilitate the timely preparation and
      delivery of certificates representing Registrable Securities to be sold,
      free of any and all restrictive legends, which certificates shall be in
      such denominations and registered in such names as the Subscriber may
      request;

      g. use its reasonable efforts to cause all Registrable Securities covered
      by the Registration Statement to be listed on The NASDAQ Stock Market
      System (or any other market or exchange on which the Company's Common
      Stock is then quoted or listed);

      h. notify the Subscriber at any time when a Prospectus relating thereto is
      required to be delivered under the Securities Act, of the happening of any
      event as a result of which the Prospectus included in such Registration
      Statement contains an untrue statement of material fact or omits any fact
      necessary to make the statements therein not misleading, and, at the
      request of any such seller, the Company shall prepare a supplement or
      amendment to such Prospectus so that, as thereafter delivered to the
      purchasers of such Registrable Securities, such Prospectus shall not
      contain any untrue statement of a material fact or omit to state any fact
      necessary to make the statements therein not misleading;

      i. advise the Subscriber, promptly after it shall receive notice or obtain
      knowledge thereof, of the issuance of any stop order by the Commission
      suspending the effectiveness of such Registration Statement or the
      initiation or threatening of any proceeding for such purpose and promptly
      use all reasonable efforts to prevent the issuance of any stop order or to
      obtain its withdrawal if such stop order should be issued; and

      j. make available for inspection by the Subscriber and any attorney or
      accountant retained by the Subscriber all financial and other records,
      pertinent corporate documents and properties of the Company; PROVIDED that
      such persons shall keep confidential any records, information or documents
      of the Company unless a court or administrative agency requires the
      disclosure of the records, information or documents or such records,
      information or documents (A) become generally available to the public
      other than as a result of a disclosure by any such persons, (B) were
      available to such persons on a non-confidential basis prior to the
      disclosure of such records, information or documents pursuant to this
      Agreement, or (C) become available to such persons on a non-confidential
      basis from a source other than the Company or its agents, advisors or
      representatives.

      The Company may require the Subscriber to furnish to the Company
information regarding the Subscriber and the distribution of the Registrable
Securities as the Company may from time to time reasonably request in writing
and as necessary for the registration of the Shares.


                                       13
<PAGE>

      The Subscriber agrees that, upon receipt of any notice from the Company of
the happening of any of the following: (i) the Commission's issuance of any stop
order denying or suspending the effectiveness of the Registration Statement or
the initiation or threatening of any proceeding for that purpose, (ii) the
Company's receipt of any stop order denying registration or suspending the
qualification of the Registrable Securities for sale or the initiation or
threatening of any proceeding for such purpose, (iii) the happening of any event
which makes any statement made in the Registration Statement, the Prospectus or
any document incorporated by reference therein untrue or which requires any
change in the Registration Statement, the Prospectus or any document
incorporated by reference therein to make the statements not include an untrue
statement of material fact or not omit any material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing, the Shareholders shall discontinue the
disposition of Registrable Securities until the Subscriber receives a
supplemented or amended Prospectus from the Company or until the Company advises
the Subscriber in writing that the Subscriber may resume the use of the
Prospectus, and has received copies of any additional or supplemental filings
which are incorporated by reference in the Prospectus. If the Company so
directs, the Subscriber will deliver to the Company (at the Company's expense)
all copies, other than permanent file copies then in the Subscriber's
possession, of the Prospectus covering the Registrable Securities at the time
the Subscriber received the notice.

18. REGISTRATION EXPENSES. The Company shall bear all expenses incurred in
connection with the registration of shares pursuant to this Agreement. Such
expenses shall include, without limitation, all printing, legal and accounting
expenses incurred by the Company, fees and expenses of compliance with the Blue
Sky Laws, and all registration and filing fees imposed by the Commission, any
state securities commission or The NASDAQ Stock Market. The Subscribers shall be
responsible for any brokerage fees or commissions and taxes of any kind
(including, without limitation, transfer taxes) with respect to any disposition,
sale or transfer of shares and for any legal, accounting and other expenses
incurred by the Subscribers.

19. INDEMNIFICATION.

      a. INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
      hold harmless, to the full extent permitted by law, the Subscriber against
      all losses, claims, damages, liabilities and expenses (including, without
      limitation, reasonable attorneys' fees and expenses) to which the
      Subscriber may become subject under federal or state securities laws or
      otherwise which arise out of, or are caused by, the Company's violation of
      any federal or state securities laws, including any untrue or alleged
      untrue statement of a material fact contained in any registration
      statement, Prospectus or preliminary prospectus or in any application or
      other request that the Company files, including any application or request
      filed under the Blue Sky Laws or any omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the statements therein not misleading, except insofar as the same are
      caused by or contained in any written information furnished to the Company
      by Subscriber expressly for use therein or by Subscriber's failure to
      deliver a copy of the registration statement or Prospectus after the
      Company has furnished the Subscriber with a sufficient number of copies of
      the same.

      b. INDEMNIFICATION BY SUBSCRIBER. In connection with any registration
      statement in which any Subscriber's Registrable Securities are registered
      and sold, the Subscriber shall furnish to the Company such information and
      affidavits as the Company reasonably requests for use in connection with
      any registration statement or Prospectus and agree to indemnify and hold
      harmless, to the full extent permitted by law, the Company, its officers,
      directors and each person who controls the Company (within the meaning of
      the Securities Act) against any losses, claims, damages, liabilities and
      expenses (including, without limitation, reasonable attorneys' fees and
      expenses) resulting from any untrue or alleged untrue statement of a
      material fact or any omission or alleged omission of a material fact
      required to be stated in the registration statement, Prospectus,
      preliminary Prospectus or any application filed under the Blue Sky Laws or
      necessary to make the statements therein not misleading, but only to the
      extent that the untrue statement or omission is contained in any written
      information or affidavit so furnished by the Subscriber to the Company
      expressly for inclusion in the Registration Statement, Prospectus or
      application filed under the Blue Sky Laws; PROVIDED, however, that the
      obligation to indemnify under this Section 19(b) shall be limited to the
      net amount of proceeds received by such holder from the sale of

                                       14
<PAGE>

      Registrable Securities pursuant to such registration statement. The
      Company shall be entitled to receive indemnities from underwriters,
      selling brokers, dealer managers and similar securities industry
      professionals participating in the distribution, to the same extent as
      provided above with respect to information so furnished by the persons
      specifically for inclusion in any Prospectus or registration statement.

      c. CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any person entitled to
      indemnification hereunder shall (i) promptly notify the indemnifying party
      of any claim with respect to which it seeks indemnification and (ii)
      permit such indemnifying party to assume the defense of such claim with
      counsel reasonably satisfactory to the indemnified party. Any person
      entitled to indemnification hereunder shall have the right to employ
      separate counsel and to participate in the defense of the claim, but the
      fees and expenses of the counsel shall be at the expense of the person
      unless (A) the indemnifying party has agreed to pay the fees or expenses,
      (B) the indemnifying party shall have failed to assume the defense of the
      claim and employ counsel reasonably satisfactory to the person, or (C) in
      the reasonable judgment of the person, based upon advice of its counsel, a
      conflict of interest may exist between the person and the indemnifying
      party with respect to the claims (in which case, if the person notifies
      the indemnifying party in writing that the person elects to employ
      separate counsel at the expense of the indemnifying party, the
      indemnifying party shall not have the right to assume the defense of the
      claim on behalf of the person). If the indemnifying party assumes the
      defense, the indemnifying party will not be subject to any liability for
      any settlement made without its consent. The indemnifying party, however,
      may not unreasonably withhold its consent. An indemnifying party who is
      not entitled to, or elects not to, assume the defense of a claim shall not
      be obligated to pay the fees and expenses of more than one counsel in any
      jurisdiction for all parties indemnified by the indemnifying party with
      respect to the claim, unless in the reasonable judgment of any indemnified
      party a conflict of interest may exist between such indemnified party and
      any other of such indemnified parties with respect to the claim, in which
      event the indemnifying party shall be obligated to pay the fees and
      expenses of such additional counsel or counsels.

      d. CONTRIBUTION. If for any reason the indemnification provided for in the
      preceding clauses (a) and (b) is unavailable to an indemnified party or
      insufficient to hold it harmless as contemplated by the preceding clauses
      (a) and (b), then the indemnifying party shall contribute to the amount
      paid or payable by the indemnified party as a result of the loss, claim,
      damage, liability or expense in the proportion as is appropriate to
      reflect (i) the relative fault of the indemnified party and the
      indemnifying party, and (ii) any other relevant equitable considerations.
      Notwithstanding the foregoing, the Subscriber shall not be required to
      contribute any amount in excess of the net amount of proceeds received by
      such holder from the sale of Registrable Securities giving rise to the
      loss, claim, damage, liability or expense.

      e. SURVIVAL. The indemnities provided in this Section 19 shall survive the
      Subscriber's transfer of any Registrable Securities.

20. CONDITIONS PRECEDENT. Subscriber will not make any advances under this
Agreement unless Subscriber has first received (a) fully executed copies of all
consents and waivers required in order to effectuate the transactions under this
Agreement, and (b) a legal opinion by Company's counsel satisfactory in form and
substance to Subscriber's counsel.

21. COSTS AND EXPENSES. The Company will pay all costs of collection, including
reasonable attorneys' fees and court costs, paid or incurred by Subscriber to
enforce this Agreement, the Convertible Note and any other Security Document or
other document executed in connection with the transactions described herein,
upon an Event of Default. The Company will pay all costs and expenses, including
reasonable attorneys' fees paid or incurred by the Subscriber in the
negotiation, drafting, closing or ongoing administration of this Agreement not
in excess of $5,000 a year and the transactions contemplated hereby. The costs
and expenses incurred by Subscriber through the date of this Agreement will be
payable to Subscriber immediately upon the distribution of the proceeds of the
Convertible Note.


                                       15
<PAGE>

22. ENTITIES. If Subscriber is not an individual but an entity, the individual
signing on behalf of the entity and the entity, jointly and severally, agree and
certify that (a) the entity was not organized for the specific purpose of
acquiring the Securities, (b) this Agreement has been duly authorized by all
necessary action on the part of the entity, (c) this Agreement has been duly
executed by an authorized officer or representative of the entity, and (d) this
Agreement is a legal, valid and binding obligation of the entity enforceable in
accordance with its terms.

23. NO INCONSISTENT AGREEMENTS. The Company will not, on or after the date of
this Agreement, enter into any agreement with respect to its securities which is
inconsistent with the rights granted to the Subscriber in this Agreement or
otherwise conflicts with the provisions of this Agreement. The rights granted to
the Subscriber under this Agreement do not in any way conflict with and are not
inconsistent with any rights granted under any other agreement concerning the
Company's securities.

24. BINDING EFFECT. This Agreement shall not be assignable by the Company, and
shall only be assignable by Subscriber in compliance with applicable state and
Federal securities laws. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto, and their respective heirs,
legal representatives, successors, and assigns.

25. REPRESENTATIONS TO SURVIVE DELIVERY. The representations, warranties, and
agreements of the Company and of Subscriber contained in this Agreement will
remain operative and in full force and effect and will survive the payment of
the purchase price pursuant to Section 1 above, the delivery of documents
representing the Securities, and the expiration or termination of the Bank One
Loan Documents.

26. NOTICES. Any notice, offer, demand, consent or other communication required
or permitted to be given under any provision of this Agreement shall be deemed
to have been sufficiently given for all purposes if it is in writing and it is
(a) delivered personally to the party to whom the same is directed, (b) sent by
first class mail, postage and charges prepaid, addressed to the party to whom
the same is directed, at his address set forth next to his name on the signature
page to this Agreement or (c) sent by facsimile transmission. Any party may
change its address for purposes of this Agreement by giving the other party
notice of such change in the manner hereinabove provided for the giving of
notices. Except as otherwise expressly provided in this Agreement, any such
notice or other communication sent by mail shall be deemed to be given on the
second business day after the date on which the same was deposited in a
regularly maintained receptacle for the deposit of the United States' mail,
addressed as provided above, if delivered personally on the date so delivered
and if sent by facsimile transmission, on the date indicated on the machine
generated receipt therefore.

27. PERMITTED TRANSACTIONS. If the Company is solvent as determined by an
independent certified public accountant reasonably acceptable to Subscriber
(notwithstanding anything to the contrary in Sections 5(f) and 13(a) hereof and
the Convertible Note):

      a. shares of common stock or options or warrants to purchase common stock
      issued or issuable or granted to officers, directors, employees,
      consultants, distributors, agents of the Company or other third parties
      pursuant to any arrangement, plan or agreement currently in effect as
      approved by the Company's Board of Directors (not to exceed as to any one
      individual $500,000 in value at the time of such grant or issue);
      provided, however, future shares of common stock or options or warrants to
      purchase common stock issued or issuable or granted to consultants,
      distributors, agents or other third parties of the Company shall require
      the consent of the Subscriber which consent shall not be unreasonably
      withheld;

      b. shares of preferred stock (and the common stock issuable upon
      conversion thereof) or common stock issued or issuable in connection with
      an acquisition approved by the Company's Board of Directors of all or part
      of another corporation (an "Acquired Corporation") by merger or other
      reorganization of otherwise, or by purchase of all or substantially all of
      the assets of or from, such Acquired Corporation so long as such merger or
      acquisition has been approved in advance by Subscriber;


                                       16
<PAGE>

      c. shares of common stock issuable upon the exercise or conversion of
      warrants, options, promissory notes or other rights to acquire common
      stock of the Company outstanding on or before the date of this Agreement
      so long as disclosed on SCHEDULE 5(e); and

      d. common stock or options or warrants issued or issuable or granted in
      connection with any transactions approved in writing by the Subscriber,
      which approval shall not be unreasonably withheld.

28. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan, exclusive of its conflict of
laws rules.

29. ENTIRE AGREEMENT. This Agreement and the exhibits hereto, the Convertible
Note, the Warrant and all Security Documents and other documents signed by both
parties in connection with the transactions contemplated herein constitute the
parties' entire understanding with respect to the subject matter hereof and each
such document is incorporated herein by reference.

                         (signatures begin on next page)


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<PAGE>

      IN WITNESS WHEREOF, the undersigned has hereunto affixed its signature.

WAYNE COUNTY EMPLOYEES' RETIREMENT SYSTEM


By:   /s/ Ronald Yee
      -----------------------------------
Name: Ronald Yee
      -----------------------------------

Its:  Director
      -----------------------------------

Address:  400 Monroe Street, Suite 320
          Detroit, MI  48226

The Company hereby accepts the subscription evidenced by this Subscription and
Investment Representation Agreement.

BIG BUCK BREWERY & STEAKHOUSE, INC.

By:  /s/ William F. Rolinski
   --------------------------------------
     William F. Rolinski
     President and Chief Executive Officer

Address:  550 South Wisconsin Street
          Gaylord, MI  49734


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<PAGE>

                             SUBSCRIBER INFORMATION

                    Wayne County Employees' Retirement System
                    -----------------------------------------
          (Please print name in which the Securities are to be issued)

          ____________________________________________________________
                                Taxpayer I.D. No.

Address:  400 Monroe Street, Suite 320

City:  Detroit                State:  Michigan             Zip Code  48226

Telephone Number (313) 224-2822
Facsimile Number (313) 224-1917

E-mail Address ______________________


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