BIG BUCK BREWERY & STEAKHOUSE INC, 10KSB, 2000-03-31

BIG BUCK BREWERY & STEAKHOUSE INC
10KSB, 2000-03-31
EATING & DRINKING PLACES

Previous: TRITON ENERGY LTD, DEF 14A, 2000-03-31

Next: PARADIGM ADVANCED TECHNOLOGIES INC, NT 10-K, 2000-03-31

<PAGE>

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

---------------------

FORM 10-KSB

/X/ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE FISCAL YEAR ENDED JANUARY 2, 2000

/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

COMMISSION FILE NUMBER 0-20845

BIG BUCK BREWERY & STEAKHOUSE, INC.
(Name of Small Business Issuer in Its Charter)

MICHIGAN 38-3196031
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

550 SOUTH WISCONSIN STREET, GAYLORD, MICHIGAN 49734
(Address of Principal Executive Offices, including Zip Code)

(517) 731-0401
(Issuer's Telephone Number, including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:

COMMON STOCK ($.01 PAR VALUE)
(Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes /X/ No
/ /

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. / /

The issuer's revenues for its most recent fiscal year were $13,881.911.

The aggregate market value of the voting stock held by non-affiliates of
the issuer as of March 1, 2000, was approximately $6,367,327.

The number of shares of the common stock of the issuer outstanding as of
March 1, 2000, was 5,405,481.

DOCUMENTS INCORPORATED BY REFERENCE

None.

================================================================================

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I ................................................................... 1

ITEM 1 DESCRIPTION OF BUSINESS.................................... 1
ITEM 2 DESCRIPTION OF PROPERTY.................................... 8
ITEM 3 LEGAL PROCEEDINGS.......................................... 10
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........ 11

PART II ................................................................... 12

ITEM 5 MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS... 12
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.. 13
ITEM 7 FINANCIAL STATEMENTS....................................... 19
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE........................ 33

PART III ................................................................... 34

ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. 34
ITEM 10 EXECUTIVE COMPENSATION..................................... 36
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................. 38
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............. 40
ITEM 13 EXHIBITS, LIST AND REPORTS ON FORM 8-K..................... 40

SIGNATURES ................................................................. 43

INDEX TO EXHIBITS........................................................... 44

</TABLE>

i
<PAGE>

PART I

ITEM 1 DESCRIPTION OF BUSINESS

THE FOLLOWING DESCRIPTION OF BIG BUCK'S BUSINESS CONTAINS CERTAIN
FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES," "ANTICIPATES," "EXPECTS," AND
"INTENDS," OR COMPARABLE TERMINOLOGY. SUCH STATEMENTS ARE SUBJECT TO CERTAIN
RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE PROJECTED. POTENTIAL PURCHASERS OF BIG BUCK'S SECURITIES ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS WHICH
ARE QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONS AND RISKS DESCRIBED HEREIN.

OVERVIEW

Big Buck Brewery & Steakhouse, Inc. develops and operates
microbrewery/restaurants under the name "Big Buck Brewery & Steakhouse-SM-." Big
Buck currently operates one unit in each of the following cities in Michigan:
Gaylord, Grand Rapids and Auburn Hills. Big Buck plans to open a fourth unit in
Grapevine, Texas, a suburb of Dallas. Scheduled to open in the second half of
2000, this unit will be operated by Buck & Bass, L.P. pursuant to a joint
venture agreement between Big Buck and Bass Pro Outdoor World, L.P., a premier
retailer of outdoor sports equipment.

Big Buck Brewery & Steakhouses offer a casual dining atmosphere featuring
moderately priced steaks, ribs, hamburgers, chicken, fish, pasta and other food
and a distinctive selection of beers which are microbrewed on-site. Each unit
features a two-story stainless and copper microbrewery, contained behind glass
walls, which serves as an integral part of the restaurant "theme." Big Buck
features over ten beers ranging from a light golden ale to a dark full-bodied
stout, designed to satisfy the tastes of a broad spectrum of customers. Big Buck
also produces wines in Michigan under the label Auburn Hill Winery.

Big Buck also sells its microbrewed beer in its retail stores and off-site
through wholesale distributors in order to promote customer interest in Big Buck
Brewery & Steakhouses. A key element of Big Buck's strategy is to capitalize on
the growing interest of consumers in high quality, more flavorful microbrewed
beer. Big Buck believes it will generate customer loyalty to its beers and its
restaurant operations through customer identification with each local unit.

Big Buck was incorporated under the Michigan Business Corporation Act in
November 1993. Big Buck's executive office is located at 550 South Wisconsin
Street, Gaylord, Michigan 49734. Its telephone number is (517) 731-0401. Its
World Wide Web site address is www.bigbuck.com. Its Common Stock is quoted on
the Nasdaq SmallCap Market and trades under the ticker symbol "BBUC."

THE CRAFTBREWED AND SPECIALTY BEER MARKET

Big Buck's brewing operations are in the small but growing craftbrewing
segment of the United States brewing industry, which includes microbreweries
such as Big Buck, contract brewers, regional specialty brewers and brewpubs (a
field into which Big Buck intends to expand). Craftbrewed beers are
distinguishable from other domestically produced beers by their flavor and
brewing styles. Consumer interest in higher quality, more flavorful beer has
resulted in significant growth in the craftbrewed beer market during the last
several years.

BUSINESS STRATEGY - EXPANSION PLANS

Big Buck intends to develop and open units throughout the upper Midwest,
the Southeast and eventually across the United States, using its Auburn Hills
unit as a model. Development is currently underway for the fourth Big Buck
Brewery & Steakhouse in Grapevine, Texas, a suburb of Dallas. Scheduled to open
in the second half of 2000, this unit will be operated by Buck & Bass, L.P.
pursuant to a joint venture agreement between Big Buck

<PAGE>

and Bass Pro. Through March 1, 2000, Big Buck had contributed approximately $1.8
million to the limited partnership to fund construction of the Grapevine unit.

A material default by Big Buck under the joint venture agreement entitles
Bass Pro to purchase Big Buck's interest in the joint venture at 40% of book
value, thereby eliminating Big Buck's interest in the Grapevine unit. Further,
Bass Pro has the right to purchase up to 15% of Big Buck's interest in the joint
venture, at 100% of Big Buck's original cost, within 24 months of the opening of
the Grapevine unit; provided, however, that Big Buck's interest in the joint
venture may not be reduced below 51%.

Following the opening of the Grapevine unit, Big Buck plans to explore the
possibility of expanding its joint venture agreement with Bass Pro to develop
and open Big Buck Brewery & Steakhouses adjacent to Bass Pro Outdoor World
superstores in several other cities in the Southeast, including, but not limited
to, each of the following markets: Nashville, Atlanta, Ft. Lauderdale and the
Washington, D.C. area. There can be no assurance that Big Buck will enter into
agreements to develop and operate additional units with Bass Pro or any other
joint venture partner. Big Buck must raise substantial proceeds to finance any
expansion beyond the Grapevine unit. See "Management's Discussion and Analysis
or Plan of Operation - Liquidity and Capital Resources."

Big Buck believes that one of the primary causes for the popularity to
date of its Big Buck Brewery & Steakhouse concept is the development of customer
loyalty to its craftbrewed beers. Big Buck believes its patrons, who may order a
Big Buck beer with a meal or sample a Big Buck beer at the bar, have developed a
loyalty to one of the distinctive Big Buck beers for a variety of reasons
including (a) the opportunity to identify their favorite Big Buck beer with
their local unit, (b) the opportunity to sample any of the handcrafted beers
available at the units and to select a favorite beer, and (c) the quality of Big
Buck beer. Increased customer loyalty to Big Buck beers results in repeat
business at each unit, thereby increasing revenues from restaurant operations
and off-site retail sales.

Sites for future units will be selected by management after consideration
of various strategic, regulatory, physical and demographic attributes.
Management believes that locations like that of the Gaylord unit, adjacent to a
major expressway; the Grand Rapids unit, located on a street with an average
daily vehicle count of approximately 52,000; and the Auburn Hills unit,
accessible to Detroit metro area residents, significantly increase restaurant
patronage. Management also reviews other demographic attributes of potential
communities into which it may expand. These attributes include traffic counts,
population, sales tax revenues, alcohol consumption and hotel capacity and
occupancy rates. In addition, management will consider the laws of each state
applicable to Big Buck before expanding into any new state. It is expected that
units located in metropolitan areas will be larger than those located outside
metropolitan areas and are expected to achieve higher revenues.

RESTAURANT OPERATIONS

GENERAL. A Big Buck Brewery & Steakhouse offers craftbrewed beer brewed
on-site along with a menu featuring steaks, ribs, hamburgers, chicken, fish,
pasta and other food in a unique, architecturally spacious setting. The units
offer over ten different types of beers ranging from a light golden ale to a
full-bodied stout. Big Buck attempts to create an exciting yet casual restaurant
where patrons can have fun and feel comfortable.

2
<PAGE>

DESIGN AND LAYOUT. Big Buck Brewery & Steakhouses are built around the
microbrewery theme and feature large, open and visually stimulating dining
areas, highlighted by gleaming stainless steel and copper brewing equipment. The
Gaylord unit features a 4,000 square foot dining area and a 1,600 square foot
bar area, with combined seating capacity of approximately 420. It is decorated
with a rustic wood-finished interior, mounted deer racks, 36-foot high vaulted
ceilings and warm lighting. The specially commissioned Amish hand- carved wooden
furniture and overhead genuine Tennessee whisky barrel lighting fixtures add
character to the building's decor. The layout is flexible, permitting tables to
be rearranged to accommodate customer demand. A wall of television sets,
including a ten-foot screen television set, adjacent to the bar area provides
customers the opportunity to watch sporting and other special events. The
friendly and attentive staff, on-site brewing, summertime outdoor seating and
live music are designed to create an appealing atmosphere for lunch, dinner and
bar customers. The Grand Rapids unit's seating capacity is approximately 250 in
the restaurant and bar combined. The brewing and fermenting tanks of this unit
front directly on 28th Street, a street with an average daily vehicle count of
approximately 52,000. The Auburn Hills unit, which houses a 15-barrel brewing
system, encompasses approximately 26,700 square feet including brewery, bar and
restaurant, with a total seating capacity of approximately 650. This unit is
accessible to Detroit metro area residents. Each unit's interior follows the
same motif with a warm, cozy atmosphere utilizing soft lighting and Amish
furniture. The menu and beer styles are the same at each unit. Big Buck intends
to use the Auburn Hills unit as a model for future units.

MENU AND PRICING. The menu at each unit consists of appetizers, soups,
meal-sized salads, and entrees, including steaks, ribs, hamburgers, chicken,
fish, pastas as well as a variety of desserts. Management analyzes menu items
for popularity, profitability and ease of preparation. The menu items are
selected to complement Big Buck's craftbrewed beers. The menu is designed to
offer a broad range of prices that convey value to the customer. Entrees range
in price from $5.95 to $28.00 with an average entree price of $12.95. During
1999, on-site sales of beer and wine, including gift shop sales, accounted for
17.4%, 20.0% and 20.2% of the Gaylord, Grand Rapids and Auburn Hills unit sales,
respectively.

CUSTOMERS. Big Buck believes its restaurants appeal to a wide range of
customers and will draw clientele from throughout the region in which they are
located.

BREWING OPERATIONS

GENERAL. The brewery at the Gaylord unit presently has the capacity to
brew 10,000 barrels of beer per year, and is designed to produce 20,000 barrels
per year with the installation of additional fermentation tanks. The Grand
Rapids unit features a 7.5-barrel brewing system which can produce 7,000 barrels
per year with the installation of additional fermentation tanks. The Auburn
Hills unit features a 15-barrel brewing system which can produce 15,000 barrels
per year with the installation of additional fermentation tanks. Future units
will be built with initial brewing capacities of 2,000 to 5,000 barrels of beer
per year and are expected to have production capacities of 7,000 to 15,000
barrels per year with the installation of additional fermentation tanks. Big
Buck intends to purchase and install additional fermentation tanks as demand for
its beers requires increased production. Each brewery will be custom-designed to
be integrated into the restaurant layout in the most efficient and aesthetically
pleasing manner possible.

OFF-SITE DISTRIBUTION. Big Buck sells its microbrewed beer off-site
through wholesale distributors in order to promote customer interest in the Big
Buck Brewery & Steakhouse concept. Big Buck transports its beer from the Gaylord
unit to each distributor for redistribution to retailers which include bars,
pubs, restaurants and supermarkets. The beer is available by the keg to be
served on draft at restaurants, bars and pubs and is available in bottles for
retail sales. Presently, off-site sales of Big Buck's beer are generally limited
to within 200 miles of the Gaylord unit. Off-site sales of beer accounted for
approximately 2.5% of the Gaylord unit's revenues during 1999. The Gaylord unit
presently has the capacity to meet additional demand for off-site sales of beer.

3
<PAGE>

PROMOTION OF PRODUCTS WITHIN LOCAL MARKETS. Big Buck markets its beer
locally with the use of point of sale materials as well as several forms of
other promotional materials including coasters, tap handles and color brochures.
These items are, for the most part, used by retailers to promote Big Buck beers
within their establishment. In addition, Big Buck offers guided tours of its
units to further increase consumer awareness of Big Buck beers. Big Buck
believes that its educational and promotional methods are more effective in
communicating with consumers than broad-based, less flexible national beer
advertising campaigns.

BREWING EQUIPMENT. Big Buck's brewing equipment was designed and built by
J.V. Northwest, Inc. of Wilsonville, Oregon, and is automated wherever possible.
The Gaylord unit's system begins with a 47-foot tall, stainless steel grain silo
fabricated to replicate a giant beer bottle. The silo is painted "beer bottle
brown" and the label was hand painted by a commissioned artist. The Gaylord unit
houses a 20-barrel mash tun; lauter tun; a brew kettle; 50-barrel hot liquor
tank; 50-barrel cold liquor tank; six 40-barrel fermenters; three 80-barrel
fermenters; two 40-barrel conditioning tanks and seven 10-barrel bright beer
serving tanks. Filtering is done through a diatomaceous earth filtering system
which removes yeast and other naturally occurring material resulting in a clear
final product. The brewery permits the production of a wide range of beer styles
which can be adapted to market demand for various beer styles today and into the
future. The Grand Rapids unit features a 7.5-barrel brewing system with four
15-barrel fermenters and five 15-barrel conditioning tanks which also serve as
bright beer serving tanks. The Auburn Hills unit features a 15-barrel brewing
system with seven 30-barrel fermenters and twelve 15- barrel conditioning tanks
which also serve as bright beer serving tanks. It is contemplated that Big Buck
will use similar equipment at all breweries built in future units.

BOTTLING, KEGGING AND PACKAGING. Big Buck uses a technologically advanced
bottling line to bottle its beer for off-site retail sales at its Gaylord unit.
The bottle filler utilizes a carbon dioxide environment during the bottling
process to extend shelf life. Kegs are filled by a keg rack system and then
stored pending shipment to wholesale distributors in a specially designed
cooler. Big Buck's kegs have the Big Buck Brewery & Steakhouse name and logo
stamped onto the top rail for easy identification and a handsome appearance. Big
Buck also sells its beer in a container called a "party pig," a plastic
pressurized unit holding 2.25 gallons (one case) of beer. The pressurization
allows the beer to be served from the customer's refrigerator, boat or golf
cart. Party pigs are sold through each unit's gift shop.

QUALITY CONTROL. Quality control of each brewery is under the supervision
of Big Buck's brewmaster. As with the current units, each future brewery will
contain a laboratory to monitor and maintain quality assurance in the brewing
and packaging processes.

INGREDIENTS AND RAW MATERIALS. Big Buck currently purchases its malted
barley from market sources on a competitive bid basis. Raw materials such as
hops are available from multiple sources at competitive prices. Big Buck also
uses competitive sources for its supply of packaging materials such as bottles,
labels, six pack carriers and shipping cases.

WINE MAKER'S LICENSE. Big Buck is also licensed as a "small wine maker." A
small wine maker in Michigan is limited to the production of not more than
50,000 gallons of wine per year.

BREWING PROCESS

Beer is made primarily from four natural ingredients: malted barley, hops,
yeast and water. Big Buck uses only the finest barley, primarily two row, in its
production. The universal spice of beer is hops. Hops, like the grapes used in
wine, are varietal. Brewers select hops based on specific varieties grown in
select areas around the world. Some hop varieties are selected for their
bittering qualities, while others are chosen for their ability to impart
distinctive aromas to the beer. Yeast is a uni-cellular organism whose
metabolism converts sugar into alcohol and carbon dioxide. Big Buck uses only
specially selected yeast. The entire brewing process from

4
<PAGE>

mashing through filtration typically is completed in 14 to 21 days, depending on
the formulation and style of the beer being brewed.

BEER VARIETIES

Big Buck believes that its diverse and high quality beer varieties
encourage the trial of new beer and, over time, help to create more
knowledgeable and sophisticated beer drinkers. Big Buck's beers cover a full
range of flavors from very light, to medium, to very dark and heavy.

BIG BUCK BEER-Registered Trademark-: Big Buck's flagship brand and its
top seller is a standard American-style beer with a small amount of corn
added to the grist to give the brew a smooth, easy-drinking character that
most American consumers have come to expect in a beer. Big Buck Beer has a
rich golden color and a light malt character balanced with a mild dose of
hops.

BUCK NAKED LIGHT-Registered Trademark-: This American-style,
low-calorie or "light" beer is formulated to appeal to those who prefer a
low-calorie brew. Buck Naked Light is an all malt brew with a touch of
imported Czechoslovakian Saaz hops.

WOLVERINE WHEAT-Registered Trademark-: This American wheat beer is made
from a blend of malted barley and malted wheat. The wheat imparts a unique,
refreshing flavor to the beer. Wolverine Wheat is straw in color, lightly
hopped, crisp and refreshing.

RASPBERRY WHEAT: A version of Wolverine Wheat, this beer is flavored with
pure fruit to impart a subtle raspberry nose, a delicate fruit flavor and a
slight pink hue.

ANTLER ALE-Registered Trademark-: This amber ale, formulated as a
transitional flavor between lighter and darker beers, has a light amber color
while maintaining a mild, clean flavor and a low hopping rate.

REDBIRD ALE-Registered Trademark-: Similar to a traditional pale ale,
Redbird Ale has a reddish copper appearance, medium body and is well hopped.
This is a heartier beer with a medium body and a pleasant hop bitterness.

DOC'S ESB: This full-bodied bock beer gets its distinctive character from
a blend of four different grains and three hop varieties. Doc's ESB has a deep
reddish brown color and is generously hopped to balance the full body and
complex character.

BLACK RIVER STOUT-Registered Trademark-: This cream stout is slightly
sweet with a moderate hop bitterness. The rich flavor and black color of this
brew comes from six different grains. Deep flavors of coffee and caramel are
present in this brew.

BLACK'N BERRY: A Black'n Tan is generally a stout mixed with pale or amber
ale. Black'n Berry is a new twist, Black River Stout and Raspberry Wheat. The
delicate fruit qualities are accented by the heavy stout flavor.

CHERRY SHANDY: Cherry Shandy is a uniquely blended mixture of our homemade
black cherry soda and Buck Naked. This is a light, refreshing, low-alcohol
libation.

Big Buck also brews various seasonal beers, including Winter Warmer,
Alpenfest-Registered Trademark-, Oktoberfest and 10 pt. Porter. Such beers
are offered for limited periods of time throughout the year.

5
<PAGE>

SALES AND MARKETING

Big Buck advertises primary through four-walls marketing, including the
use of table tents, free birthday steaks, in-house promotions and other events
to build customer loyalty. Big Buck strives to provide its customers with a
dining experience that will encourage repeat business and promote
"word-of-mouth" advertising. To supplement its service-oriented marketing
efforts, Big Buck sells merchandise, including hats, t-shirts, sweatshirts and
other items bearing the Big Buck Brewery & Steakhouse name and logo. During
1999, Big Buck incurred approximately $379,000 in four-walls marketing expenses.
Pursuant to its former marketing strategy, Big Buck fulfilled contractual
obligations in existence during 1999 in connection with existing billboard,
radio and print ads. Such expenses aggregated approximately $72,000.

To enhance its sales and marketing efforts, Big Buck entered into personal
service contracts with Luther Elliss and Robert Porcher, III, each a
professional football player, in October 1999. Pursuant to such agreements,
Messrs. Elliss and Porcher each agreed to perform the following services for Big
Buck: (a) to make public appearances at Big Buck or any site that is mutually
agreed upon, (b) to participate in promotional events that further Big Buck's
image, and (c) to communicate with various forms of media, press, television,
etc. to further Big Buck's image. In consideration of their entry into such
agreements, Big Buck issued warrants to purchase up to 150,000 shares of Common
Stock to each of Messrs. Elliss and Porcher.

COMPETITION

The restaurant industry is highly competitive with respect to price,
service, food quality (including taste, freshness and nutritional value) and
location. New restaurants have a high failure rate. The restaurant industry is
also generally affected by changes in consumer preferences, national, regional
and local economic conditions, and demographic trends. The performance of
individual restaurants may also be affected by factors such as traffic patterns,
demographic considerations, and the type, number and location of competing
restaurants. In addition, factors such as inflation, increased food, labor and
employee benefit costs, and the lack of availability of experienced management
and hourly employees may also adversely affect the restaurant industry in
general and Big Buck's units in particular. Restaurant operating costs are
further affected by increases in the minimum hourly wage, unemployment tax rates
and similar matters over which Big Buck has no control. There are numerous well-
established competitors, including national, regional and local restaurant
chains, possessing substantially greater financial, marketing, personnel and
other resources than Big Buck. Big Buck also competes with a large variety of
locally owned restaurants, diners, and other establishments that offer
moderately priced food to the public and with other microbrewery/restaurants in
a highly competitive microbrewery and brewpub restaurant market.

GOVERNMENT REGULATION

BEER AND LIQUOR REGULATION. A significant percentage of Big Buck's revenue
is derived from beer and wine sales. On-site sales of beer and wine, including
gift shop sales, accounted for 19.3% of revenues and off-site sales of beer
accounted for an additional 0.8% of revenues during 1999. Big Buck must comply
with federal licensing requirements imposed by the Bureau of Alcohol, Tobacco
and Firearms of the United States Department of Treasury, as well as the
licensing requirements of states and municipalities where its units are or will
be located. Failure to comply with federal, state or local regulations could
cause Big Buck's licenses to be revoked and force it to cease brewing and
selling its beer or producing and selling its wine. Typically, licenses must be
renewed

6
<PAGE>

annually and may be revoked or suspended for cause at any time. Management
believes Big Buck is operating in substantial compliance with applicable laws
and regulations governing its operations.

RESTAURANT REGULATION. The restaurant industry is subject to numerous
federal, state and local government regulations, including those relating to the
preparation and sale of food and to building and zoning requirements. Big Buck
is subject to regulation by air and water pollution control divisions of the
Environmental Protection Agency of the United States and by certain states and
municipalities in which its units are or will be located. Big Buck is also
subject to laws governing its relationship with employees, including minimum
wage requirements, overtime, working and safety conditions and citizenship
requirements. Restaurant operating costs are affected by increases in the
minimum hourly wage, unemployment tax rates, sales taxes and similar matters,
such as any government mandated health insurance, over which Big Buck has no
control. Management believes Big Buck is operating in substantial compliance
with applicable laws and regulations governing its operations.

Big Buck is subject to "dram-shop" laws in Michigan and will be subject to
such statutes in other states into which it expands. These laws generally
provide someone injured by an intoxicated person the right to recover damages
from the establishment which wrongfully served alcoholic beverages to such
person. Big Buck carries liquor liability coverage as part of its existing
comprehensive general liability insurance.

Big Buck is licensed under Michigan law as a "microbrewery." A
microbrewery in Michigan is limited to the production of not more than 30,000
barrels of beer per year by all breweries owned or controlled by the same
entity, whether within or outside Michigan. Without a change in current law, Big
Buck will limit its sales of beer off-site so as to reserve its brewing capacity
for sales of beer on-site which provides Big Buck higher margins but do not
reach the same customer base. Based on production at its units during 1999, Big
Buck believes it could operate up to approximately 12 units at historical
production levels without exceeding the 30,000 barrel production ceiling.

Michigan imposes an excise tax of $6.30 per barrel on each barrel of beer
sold in Michigan. However, each brewer which is a "microbrewery" under Michigan
law (presently with production of not more than 30,000 barrels per year) is
granted a microbrewer's excise tax credit in the amount of $2.00 per barrel. To
the extent Big Buck's production increases to amounts over 30,000 barrels per
year, there will be an increase in the average Michigan excise tax rate of Big
Buck.

Big Buck is also licensed under Michigan law as a "small wine maker." A
small wine maker in Michigan is limited to the production of not more than
50,000 gallons of wine per year.

The federal government also imposes an excise tax, which is determined by
wine gallon sold. For still wines containing not more than 14% of alcohol by
volume the rate is $1.07 per wine gallon; for still wines containing more than
14% but not exceeding 21% of alcohol by volume, the rate is $1.57 per wine
gallon; for still wines containing more than 21% but not more than 24% of
alcohol by volume, the rate is $3.15 per wine gallon; for champagne and other
sparkling wines the rate is $3.40 per wine gallon; and for artificially
carbonated wines, the rate is $3.30 per wine gallon. Persons who produce not
more than 250,000 wine gallons of wine during the calendar year are granted a
federal tax credit of $0.90 per wine gallon on the first 100,000 wine gallons of
wine (but not for champagne and other sparkling wines). This credit is reduced
by 1 percent for each 1,000 wine gallons of wine produced in excess of 150,000
wine gallons of wine during the calendar year.

7
<PAGE>

Michigan imposes an excise tax per liter of wine sold, with an excise tax
rate of $0.135 per liter for wine at or under 16% alcohol content, and $0.20 per
liter for wine above 16% alcohol content.

Buck & Bass, L.P. is licensed as a "brewpub" in Texas. A brewpub licensee
in Texas is limited to the production of not more than 5,000 barrels of malt
liquor, ale, and beer for each licensed brewpub established, operated, or
maintained in Texas by the holder of the brewpub license. Upon opening of the
Grapevine unit, Buck & Bass, L.P. will become subject to excise taxes under
Texas law. Excise taxes in Texas are $6.14 per barrel for ale and malt liquor,
and $6.00 per barrel for beer. However, Texas grants a 25% tax exemption for
manufacturers of beer whose annual production in Texas does not exceed 75,000
barrels of beer per year. As a result, Buck & Bass, L.P. believes it will face
an effective excise tax of $4.50 per barrel for beer. To the extent production
of beer increases to an amount over 75,000 barrels per year in Texas, there will
be an increase in the average Texas excise tax rate of Buck & Bass, L.P. Big
Buck held an effective 89.9% interest in Buck & Bass, L.P. as of March 1, 2000.

EMPLOYEES

At January 2, 2000, Big Buck employed 397 persons at its units, including
106 full-time employees. Of Big Buck's total number of employees, 8 served in
executive and corporate administrative capacities, 21 served as restaurant
management personnel, and the remainder were hourly personnel. No employee is
covered by a collective bargaining agreement and Big Buck has never experienced
an organized work stoppage, strike or labor dispute. Big Buck considers
relations with its employees to be satisfactory.

TRADEMARKS AND SERVICE MARKS

Big Buck claims trademark and service mark rights to, and ownership in, a
number of marks including, but not limited to, BIG BUCK BREWERY & STEAKHOUSE and
BIG BUCK BEER. Big Buck's service mark for BIG BUCK BREWERY & STEAKHOUSE expires
in September 2007 and its trademark for BIG BUCK BEER expires in March 2007.
There can be no assurance that Big Buck's marks will be enforceable against
prior users in the areas where Big Buck conducts, or will conduct, its
operations. Big Buck regards its marks as having substantial value and as being
an important factor in the marketing of its microbrewery/restaurants and beer.
Big Buck's policy is to pursue registration of its marks whenever possible and
to oppose vigorously any infringement of its marks.

ITEM 2 DESCRIPTION OF PROPERTY

Big Buck owns the Gaylord unit, including the real property on which it is
located. See "Description of Business - Restaurant Operations" for a description
of the Gaylord unit. As of March 1, 2000, Big Buck owed Wayne County Employees'
Retirement System ("WCERS") approximately $7.5 million. A first priority lien in
favor of WCERS on all of Big Buck's assets, including the Gaylord unit, Big
Buck's leasehold interest in the Auburn Hills unit and all of Big Buck's other
assets (now or hereafter acquired), secures this indebtedness.

Big Buck purchased the Grand Rapids site in December 1996. The site
included an existing structure of approximately 8,200 square feet and is located
on 28th Street in Grand Rapids. Seating capacity is approximately 250 for
restaurant and bar combined. The Grand Rapids unit opened in March 1997.

In April 1997, Big Buck sold the Grand Rapids site, including all
improvements thereto, to an entity owned by a shareholder of Big Buck, Eyde
Brothers Development Co., pursuant to a real estate purchase and leaseback
agreement for $1.4 million. Pursuant to a separate lease agreement, Big Buck
leases the Grand Rapids site at a minimum annual base rent of $140,000 and a
maximum annual base rent of $192,500 over a ten-year term. The lease may be
extended at the option of Big Buck for two additional five-year terms. In
addition to the annual base rent, Big Buck is obligated to pay an annual
percentage rent in the amount of 5% on gross sales at the site in excess of
$2.9 million per year, as adjusted. In March 2000, the lease was amended to
adjust the gross sales level over which annual percentage rent is payable to
$1.5 million per year. As amended, the lease further provides that,
commencing April 2000, in the event annual gross sales do not exceed

8
<PAGE>

$1.5 million for any year of the lease term, the lessor could require Big
Buck to repurchase the Grand Rapids site for $1.4 million, plus $70,000 for
each lease year on a pro rata basis. Big Buck has the option to purchase the
Grand Rapids site from the lessor after the seventh full lease year for $1.4
million, plus $70,000 for each lease year on a pro rata basis. Should a
repurchase be required, Big Buck believes that it would be able to obtain
mortgage financing sufficient to pay the required purchase price. There can
be no assurance that such mortgage financing, in the event repurchase were
required, would be available on terms acceptable to Big Buck or at all. Big
Buck pays average effective annual base rent of $17.07 per square foot at the
Grand Rapids unit.

Big Buck purchased the Auburn Hills site in August 1996. The site is just
off of Interstate 75 at exit 79. The unit constructed on this site encompasses
approximately 26,700 square feet including brewery, bar and restaurant. Seating
capacity is approximately 650 for the restaurant and bar combined. The Auburn
Hills unit opened in October 1997.

In August 1997, Big Buck entered into a real estate purchase and
leaseback agreement providing for the sale of the Auburn Hills site to a
shareholder of Big Buck, Michael G. Eyde, for $4.0 million. In connection
with this transaction, Big Buck granted a five-year stock option, exercisable
at $5.00 per share, for 50,000 shares of its Common Stock to Mr. Eyde. Big
Buck leases the Auburn Hills site pursuant to a separate lease agreement
which provides for a minimum annual base rent of $400,000, and a maximum
annual base rent of $550,000. The lease has a 25-year term and Big Buck is
able to extend such term for two additional ten-year terms. In addition to
the annual base rent, Big Buck is obligated to pay an annual percentage rent
of 5.25% of gross sales at the site in excess of $8.0 million per year, as
adjusted. In the event that such annual gross sales do not exceed $8.0
million for any two consecutive years during the lease term, the lessor could
require Big Buck to repurchase the Auburn Hills site for $4.0 million, plus
$200,000 for each lease year on a pro rata basis. Big Buck was required to
pay Mr. Eyde annual percentage rent of $46,000 based upon annual gross sales
for the first year of the lease term. Annual gross sales for the second year
of the lease term did not exceed $8.0 million. Independent of annual gross
sales, the lessor has the option to require Big Buck to repurchase the Auburn
Hills site for $4.0 million, plus $200,000 for each lease year on a pro rata
basis, for a limited period of time. In February 2000, the lessor and Big
Buck amended the lease agreement to provide that such right may be exercised
by the lessor prior to the expiration of the fourth full lease year and that
the lessor may require Big Buck to issue Common Stock (valued at $4.00 per
share) in payment of such repurchase price. Big Buck also has the option to
purchase the Auburn Hills site from the lessor after the seventh full lease
year for the same price. Big Buck pays average effective annual base rent of
$14.98 per square foot at the Auburn Hills unit.

The Grand Rapids and Auburn Hills lessors may terminate in the event of a
default which is not cured within the applicable grace period. A default is
defined as (a) Big Buck's failure to make a rental payment within 30 days after
receipt of written notice that a payment is past due or (b) Big Buck's failure
to perform its obligations under the lease (other than rent payments) within 30
days after written notice of a curable violation; provided, however, that if
such default cannot be cured within the 30-day period, a default will be deemed
to have occurred only if Big Buck has failed to commence a cure within such
30-day period.

Annual percentage rent is required whether the Grand Rapids and Auburn
Hills units are profitable or not. If Big Buck is required to pay annual
percentage rent, the funds available to Big Buck for working capital and
development plans will be reduced. If annual percentage rent is not required
over two consecutive years, Big Buck may be forced to repurchase such sites at a
premium over their respective sale prices. If the lessor of the Auburn Hills
unit elected to exercise his option to require Big Buck to repurchase the site
independent of annual gross sales, Big Buck would be forced to repurchase such
site at a premium over its sale price. There can be no assurance that Big Buck
will have sufficient funds to repurchase the Grand Rapids site or the Auburn
Hills site. In the event of a default and termination of either lease, Big Buck
would be unable to continue to operate the related unit, which would have a
material adverse impact on Big Buck's business, operating results and financial
condition.

9
<PAGE>

Big Buck plans to operate the Grapevine unit pursuant to a joint venture
agreement with Bass Pro. The Grapevine unit is currently under construction just
off Highway 121, the major artery between downtown Dallas and the Dallas/Fort
Worth airport. Plans call for the Grapevine site to house a 15-barrel brewing
system and to encompass approximately 22,500 square feet including brewery, bar
and restaurant, with a total seating capacity of approximately 500. Through
March 1, 2000, Big Buck had contributed approximately $1.8 million to the
limited partnership to fund construction of the Grapevine unit.

Pursuant to the commercial sublease agreement, the limited partnership
created by the joint venture leases the Grapevine site from Bass Pro over a
15-year term. The lease may be extended at the option of Bass Pro for seven
additional five-year terms. The sublessee is obligated to pay an annual
percentage rent in the amount of 5.5% on gross sales less than $11.0 million per
year and 6.5% on gross sales in excess of $11.0 million per year (with a minimum
annual base rent of $385,000). Bass Pro may terminate in the event of a default
which is not cured within the applicable grace period. In March 2000, Big
Buck and Bass Pro agreed in writing to revise the definition of default under
the sublease. As amended, the sublease provides that a default includes, but is
not limited to, (a) the sublessee's failure to remain open during all business
days, (b) the sublessee's failure to maintain on duty a fully trained service
staff, (c) the sublessee's failure to provide high quality food of the type
provided at the Gaylord unit, (d) the sublessee's failure to achieve gross sales
in the first full calendar year immediately following the opening and for each
calendar year thereafter of $7.0 million, (e) the sublessee encumbering in any
manner any interest in the subleased premises, or (f) the sublessee's failure to
conduct full and complete customer surveys no less frequently than each calendar
quarter.

The minimum annual base rent is required whether the Grapevine unit is
profitable or not. If the sublessee is required to pay in excess of the minimum
annual base rent, the funds available to Big Buck for working capital and
development plans will be reduced. In the event of a default and termination of
the joint venture agreement, Big Buck's interest in the Grapevine unit would be
eliminated. This would have a material adverse impact on Big Buck's business,
operating results and financial condition.

In the opinion of management, Big Buck's properties are adequately covered
by insurance.

ITEM 3 LEGAL PROCEEDINGS

Big Buck is involved in routine legal actions in the ordinary course of
its business. Although the outcomes of any such legal actions cannot be
predicted, in the opinion of management there is no legal proceeding pending
against or involving Big Buck for which the outcome is likely to have a material
adverse effect upon the financial position or results of operations of Big Buck.

10
<PAGE>

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The 1999 Annual Meeting of Shareholders was held on November 17, 1999. Two
proposals were submitted for shareholder approval, both of which passed with
voting results as follows:

(1) To elect five directors for the ensuing year and until their
successors shall be elected and duly qualified.

<TABLE>
<CAPTION>
For Against
--- -------
<S> <C> <C>
William F. Rolinski 3,910,498 40,285
Gary J. Hewett 3,918,898 31,885
Blair A. Murphy, D.O 3,922,723 28,060
Henry T. Siwecki 3,922,523 28,260
Casimer I. Zaremba 3,922,723 28,060
</TABLE>

(2) To consider and vote upon adoption of Big Buck's 1999 Employee Stock
Purchase Plan.

<TABLE>
<S> <C> <C> <C>
For: 3,866,378 Against: 74,040
Abstain: 10,365 Non-Vote: 0
</TABLE>

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table provides information with respect to Big Buck's
executive officers as of March 1, 2000. Each executive officer has been
appointed to serve until his successor is duly appointed by the Board of
Directors or his earlier removal or resignation from office.

<TABLE>
<CAPTION>
Name Age Position with Big Buck
- ---- --- ----------------------
<S> <C> <C>
William F. Rolinski 52 Chief Executive Officer, President and Chairman of the Board
Gary J. Hewett 37 Chief Operating Officer, Executive Vice President and Director
Anthony P. Dombrowski 39 Chief Financial Officer and Treasurer
</TABLE>

William F. Rolinski is a founder of Big Buck and has been the Chief
Executive Officer, President and Chairman of the Board since its formation in
1993. From 1987 to 1994, Mr. Rolinski was the founder, secretary and corporate
counsel of Ward Lake Energy, Inc., an independent producer of natural gas in
Michigan. While Mr. Rolinski was at Ward Lake, the company drilled and produced
over 500 natural gas wells with combined reserves of over $200 million.

Gary J. Hewett became the Chief Operating Officer and Executive Vice
President of Big Buck in April 1996 and a director of Big Buck in December 1998.
From June 1989 to March 1996, he served in various capacities at Hooters of
America, Inc., a national restaurant chain, including Vice President of
Franchise Operations where he was responsible for the operational support of 84
franchised restaurants and Vice President of Company Operations where he was
responsible for the operation of 28 company-owned restaurants. Mr. Hewett's
responsibilities at Hooters included supervision of site selection, restaurant
design and layout, training and new restaurant openings. From 1986 to 1989, Mr.
Hewett was employed by the Marriott Corporation as a restaurant general manager.

Anthony P. Dombrowski became the Chief Financial Officer and Treasurer of
Big Buck in May 1996. He acted as a consultant to Big Buck, in the capacity of
Chief Financial Officer, from January 1996 to May 1996. From February 1995 to
May 1996, Mr. Dombrowski operated his own financial and consulting business.
From May 1989 to January 1995, Mr. Dombrowski was the Chief Financial Officer of
Ward Lake. Mr. Dombrowski began his career with Price Waterhouse LLP in 1982.

11
<PAGE>

PART II

ITEM 5 MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The Common Stock of Big Buck has been included in the Nasdaq SmallCap
Market under the symbol "BBUC" since the completion of the its initial public
offering in June 1996. The following table sets forth the approximate high and
low closing prices for Big Buck's Common Stock for the periods indicated as
reported by the Nasdaq SmallCap Market. Such quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.

<TABLE>
<CAPTION>
Period High Low
------ ---- ---
<S> <C> <C>
1998
First Quarter..................... $ 5-7/8 $ 2-1/8
Second Quarter.................... $ 5 $ 3-1/4
Third Quarter..................... $ 4-1/4 $ 3-1/2
Fourth Quarter.................... $ 4-13/16 $ 3-7/8

1999
First Quarter..................... $ 3-3/16 $ 2-1/4
Second Quarter.................... $ 2-3/4 $ 1-7/8
Third Quarter..................... $ 2 $ 1-1/2
Fourth Quarter.................... $ 2-1/2 $ 1-1/4
</TABLE>

As of March 1, 2000, Big Buck had 267 shareholders of record and
approximately 3,000 beneficial owners.

Big Buck has never declared or paid cash dividends on its Common Stock and
does not intend to declare or pay cash dividends on its Common Stock in the
foreseeable future. Big Buck presently expects to retain its earnings to finance
the development and expansion of its business. The declaration or payment by Big
Buck of dividends, if any, on its Common Stock in the future is subject to the
discretion of the Board of Directors and will depend on Big Buck's earnings,
financial condition, capital requirements and other relevant factors. The
declaration or payment by Big Buck of dividends is also subject to the terms of
the subscription and investment representation agreement governing the 10%
convertible secured promissory note due February 2003 issued by Big Buck to
Wayne County Employees' Retirement System in February 2000.

SALES OF UNREGISTERED SECURITIES DURING THE FOURTH QUARTER OF 1999

On October 18, 1999, Big Buck issued warrants to purchase an aggregate of
150,000 shares of its Common Stock to Luther Elliss, a professional football
player, in connection with Big Buck's entry into a personal service contract
with such person. Also on October 18, 1999, Big Buck issued warrants to purchase
an aggregate of 150,000 shares of its Common Stock to Robert Porcher, III, also
a professional football player, in connection with Big Buck's entry into a
personal service contract with such person. Among other things, the agreements
provide that Messrs. Elliss and Porcher will make public appearances at Big
Buck, participate in promotional events to further Big Buck's image and
communicate with the media to further Big Buck's image. The above- referenced
warrants have the following terms and conditions:

12
<PAGE>

<TABLE>
<CAPTION>
Warrant Number of Exercise Vesting Expiration
Holder Shares Price Information Date
------ ------ ----- ----------- ----
<S> <C> <C> <C> <C>
Elliss 50,000 $1.625 Immediate October 1, 2002
Porcher 50,000 $1.625 Immediate October 1, 2002
Elliss 50,000 $2.50 October 18, 2000* October 1, 2002**
Porcher 50,000 $2.50 October 18, 2000* October 1, 2002**
Elliss 50,000 $3.50 October 18, 2001* October 1, 2002**
Porcher 50,000 $3.50 October 18, 2001* October 1, 2002**
</TABLE>
---------------
* Becomes exercisable in full on such date.
** Outstanding warrants which have not become exercisable before the
termination of the warrant holder's personal service contract expire
upon termination of such contract.

On October 8, 1999, October 11, 1999 and November 17, 1999, Big Buck
issued convertible subordinated promissory notes with an aggregate principal
amount of $750,000 to five accredited investors. In connection with such private
placement, Big Buck paid commissions equal to 5% of the gross proceeds ($37,500)
to Private Equity, LLC, an investment banking firm. Private Equity, LLC assisted
Big Buck in placing the convertible subordinated promissory notes. Such
securities have the following terms and conditions:

<TABLE>
<CAPTION>
Shares
Issuable
Principal upon Conversion
Amount Conversion Price Date of Issuance Maturity Date
------ ---------- ---------- ---------------- -------------
<S> <C> <C> <C> <C>
$100,000 65,565 $1.5252 October 8, 1999 October 1, 2000
$250,000 169,468 $1.4752 October 11, 1999 October 1, 2000
$250,000 169,468 $1.4752 October 11, 1999 October 1, 2000
$50,000 33,893 $1.4752 October 11, 1999 October 1, 2000
$100,000 41,233 $2.4252 November 17, 1999 November 1, 2000
</TABLE>

The foregoing issuances were made in reliance upon the exemption provided
in Section 4(2) of the Securities Act. Such securities are restricted as to sale
or transfer, unless registered under the Securities Act, and certificates
representing such securities contain restrictive legends preventing sale,
transfer or other disposition unless registered under the Securities Act. In
addition, the recipients of such securities received, or had access to, material
information concerning Big Buck, including, but not limited to, Big Buck's
reports on Form 10-KSB, Form 10-QSB and Form 8-K, as filed with the SEC. Other
than as noted above, no underwriting commissions or discounts were paid with
respect to the issuances of such securities.

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

THIS DISCUSSION AND ANALYSIS CONTAINS CERTAIN FORWARD-LOOKING TERMINOLOGY
SUCH AS "BELIEVES," "ANTICIPATES," "EXPECTS," AND "INTENDS," OR COMPARABLE
TERMINOLOGY. SUCH STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. POTENTIAL
PURCHASERS OF BIG BUCK'S SECURITIES ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
SUCH FORWARD-LOOKING STATEMENTS WHICH ARE QUALIFIED IN THEIR ENTIRETY BY THE
CAUTIONS AND RISKS DESCRIBED HEREIN.

OVERVIEW

Big Buck develops and operates microbrewery/restaurants under the name
"Big Buck Brewery & Steakhouse." Until May 1995 when Big Buck opened its first
unit in Gaylord, Michigan, it had no operations or revenues and its activities
were devoted solely to development. In March 1997, Big Buck opened its second
unit in Grand Rapids, Michigan, and in October 1997, Big Buck opened its third
unit in Auburn Hills, Michigan, a suburb of Detroit. Big Buck plans to open its
fourth unit in Grapevine, Texas, a suburb of Dallas. Scheduled to

13
<PAGE>

open in the second half of 2000, this unit will be operated by Buck & Bass, L.P.
pursuant to a joint venture agreement between Big Buck and Bass Pro.

Future revenues and profits will depend upon various factors, including
market acceptance of the Big Buck Brewery & Steakhouse concept and general
economic conditions. Big Buck's present sources of revenue are the Gaylord,
Grand Rapids and Auburn Hills units. There can be no assurances that Big Buck
will successfully implement its expansion plans, in which case Big Buck will
continue to depend on revenues from the existing units. Big Buck also faces all
of the risks, expenses and difficulties frequently encountered in connection
with the expansion and development of a new business. Furthermore, to the extent
that Big Buck's expansion strategy is successful, it must manage the transition
to multiple site, higher volume operations, control increased overhead expenses
and hire additional personnel.

Big Buck uses a 52-/53-week fiscal year ending on the Sunday nearest
December 31. All references herein to "1999" and "1998" represent the fiscal
years ended January 2, 2000 and January 3, 1999, respectively.

RESULTS OF OPERATIONS

The operating results of Big Buck expressed as a percentage of total revenue
were as follows:

<TABLE>
<CAPTION>
JANUARY 2, JANUARY 3,
2000 1999
---------- ----------
<S> <C> <C>

REVENUE
Restaurant sales ............................... 96.4% 95.4%
Wholesale and retail sales ..................... 3.6 4.6
----- -----
Total revenue ............................. 100.0 100.0
----- -----

COSTS AND EXPENSES:
Cost of sales .................................. 33.2 33.9
Restaurant salaries and benefits ............... 29.9 29.9
Operating expenses ............................. 20.7 21.0
Depreciation and amortization .................. 5.5 5.0
----- -----
Total costs and expenses .................. 89.3 89.8
----- -----

RESTAURANT OPERATING INCOME .......................... 10.7 10.2
PREOPENING COSTS ..................................... 1.6 --
GENERAL AND ADMINISTRATIVE EXPENSES .................. 11.3 11.5
----- -----

LOSS FROM OPERATIONS ................................. (2.2) (1.3)
----- -----

OTHER INCOME (EXPENSE):
Interest expense ............................... (6.4) (5.2)
Interest income ................................ .0 .1
Other .......................................... (.7) (.1)
Minority interest's share of subsidiary's loss . .0 --
----- -----
Other income (expense), net ............... (7.1) (5.2)
----- -----

LOSS BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE ........................ (9.3) (6.5)

14
<PAGE>

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE FOR PREOPENING COSTS ............... -- (2.2)
---- ----

NET LOSS ........................................... (9.3)% (8.7)%
==== ====

</TABLE>

RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED JANUARY 2, 2000 AND JANUARY 3,
1999

REVENUES

Revenues decreased 10.8% to $13,881,911 in 1999 from $15,561,753 in 1998.
The decrease was due to the combined impact of the severe winter on all of Big
Buck's units, the delayed start of the NBA season on the Auburn Hills unit, the
passing of the peak of sales following the opening of the Auburn Hills unit, the
closing of the Grand Rapids unit for lunch effective January 1999 and the fact
that 1999 had 52 weeks as compared to 1998 which had 53 weeks.

COSTS OF SALES

Cost of sales, which consists of food, merchandise and brewery supplies,
decreased 12.7% to $4,601,503 in 1999 compared to $5,270,518 in 1998. The
decrease was primarily due to the decrease in sales. As a percentage of
revenues, costs of sales decreased to 33.2% in 1999 from 33.9% in 1998. The
percentage decrease was due to an increase in menu prices and savings from
volume purchasing.

RESTAURANT SALARIES AND BENEFITS

Restaurant salaries and benefits, which consist of restaurant management
and hourly employee wages and benefits, payroll taxes and workers' compensation
insurance, decreased 11.1% to $4,144,362 in 1999 compared to $4,659,949 in 1998.
The decrease was due to lower staffing needs for hourly employees as a result of
decreased sales volume. As a percentage of revenues, restaurant salaries and
benefits remained unchanged at 29.9% in 1999 as compared to 1998.

OPERATING EXPENSES

Operating expenses, which include supplies, utilities, repairs and
maintenance, advertising and occupancy costs, decreased 11.9% to $2,878,544 in
1999 compared to $3,267,568 in 1998. The decrease was the result of lower sales
volume. As a percentage of revenues, operating expenses decreased to 20.7% in
1999 as compared to 21.0% in 1998. The decrease was the result of refocusing of
advertising and marketing efforts and tighter cost controls.

PREOPENING EXPENSES

Preopening expenses consist of expenses incurred prior to an opening of a
new unit, including but not limited to wages and benefits, relocation costs,
supplies, advertising expenses and training costs. Preopening expenses for the
fourth unit in Grapevine, Texas, totaled $226,043 in 1999. There were no
preopening expenses during 1998.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses decreased 12.4% to $1,566,103 in 1999
compared to $1,787,633 in 1998. The decrease reflected a corporate payroll
reduction as well as the reduced number of managers in training prior to
obtaining financing for the Grapevine unit. As a percentage of revenue, these
expenses decreased to

15
<PAGE>

11.3% in 1999 as compared to 11.5% in 1998. As the Company opens additional
units, management believes that these expenses will decrease as a percentage of
revenues.

DEPRECIATION AND AMORTIZATION

Depreciation and amortization expenses decreased 1.4% to $769,609 in 1999
compared to $780,054 in 1998. As a percentage of revenues, these expenses
increased to 5.5% in 1999 from 5.0% in 1998. The increase in these expenses as a
percentage of revenues reflected the decrease in revenues.

INTEREST EXPENSE

Interest expense increased $73,198 to $889,182 in 1999 compared to 1998.
The increase reflected the added interest on the $1,400,000 borrowed from
Crestmark Bank in November 1998. As a percentage of revenues, interest expense
increased to 6.4% in 1999 from 5.2% in 1998. The increase as a percentage of
revenues reflected the decrease in revenues in 1999. As new units are added, the
Company anticipates it will incur additional interest expense.

LIQUIDITY AND CAPITAL RESOURCES

Big Buck used $17,767 in cash for operating activities during 1999, and
used $336,910 in cash for operating activities during 1998. Big Buck had a
working capital deficit of $3,934,396 at January 2, 2000, and a working
capital deficit of $1,978,841 at January 3, 1999. Big Buck spent $1,046,456 in
1999 for construction and equipment for the Grapevine unit, and spent $244,228
during 1999 for repayments of long-term debt. In order to fund operations in the
short-term, Big Buck intends to use cash provided by the operations of its three
existing units.

In May 1999, Big Buck issued 120,481 shares of its Common Stock to Michael
G. Eyde, the landlord of Big Buck's Auburn Hills site, for total consideration
of $249,998. During the fourth quarter of 1999, Big Buck generated $712,500 in
net proceeds from the private placement of $750,000 principal amount of
convertible subordinated promissory notes. During the first two months of 2000,
Big Buck generated $7,215,000 in net proceeds from the private placement of
$7,500,000 principal amount of convertible secured promissory notes. The NBD and
the Crestmark Bank notes were repaid with the net proceeds of such promissory
notes.

Since inception, Big Buck's principal capital requirements have been the
funding of (a) its operations and promotion of the Big Buck Brewery & Steakhouse
format and (b) the construction of units and the acquisition of furniture,
fixtures and equipment for such units. Total capital expenditures for the
Gaylord, Grand Rapids and Auburn Hills units were approximately $6.2 million,
$3.2 million and $10.2 million, respectively.

In September 1999, Bass Pro declared the limited partnership agreement of
Buck & Bass, L.P. and the commercial sublease agreement for the Grapevine site
to be breached and in default due to, among other things, Big Buck's failure to
make its required capital contribution. In November 1999, Crestmark Bank, one of
Big Buck's lenders, implemented default pricing at 8% over the previously
effective interest rate due to Big Buck's failure to pay the entire principal
balance, along with accrued interest, by the expiration date of the bridge loan
extension. Crestmark Bank retroactively implemented such right effective as of
October 1, 1999, but also granted Big Buck additional time to secure financing
to repay the indebtedness. In February 2000, Big Buck obtained financing from
Wayne County Employees' Retirement System ("WCERS") which enabled it (a) to
repay NBD Bank and Crestmark Bank in full and (b) to make all required capital
contributions and satisfy all subcontractors' liens and claims in connection
with the Grapevine unit. In March 2000, Big Buck and Bass Pro agreed in
writing to the reinstatement of the limited partnership agreement and the
sublease.

16
<PAGE>

During 1999 and 1998, Big Buck contributed $218,000 and $891,000,
respectively, to the limited partnership which will own and operate the
Grapevine unit. Big Buck may be required to contribute up to an additional
$4.5 million, upon ten business days' notice, to complete construction of the
Grapevine unit. Big Buck has available approximately $3.8 million from the
WCERS financing to fund the construction of the Grapevine unit. Additionally,
the Buck & Bass limited partnership agreement allows for leasing of equipment
for the facility, not to exceed $1.5 million. Therefore, Big Buck anticipates
that it will be able to meet the contribution requirements of the agreement.
However, if funds are not available when required by the joint venture, the
Company may be in material default under the joint venture agreement.

Big Buck granted the following security interests to WCERS in connection
with the February 2000 financing: (a) a pledge of Big Buck's limited partnership
interest in Buck & Bass, L.P., (b) a pledge of Big Buck's shares of the issued
and outstanding common stock of BBBP Management Company, (c) a security
interest, assignment or mortgage, as applicable, in Big Buck's interest in all
assets (now or hereafter owned), ownership interests, licenses, and permits,
including, without limitation, a mortgage encumbering the Gaylord site and
Auburn Hills site. Big Buck also agreed in connection with such financing that
it would 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 $1.5 million in the aggregate. Any such indebtedness, not in the
ordinary course of business or in excess of $1.5 million, requires the approval
of WCERS, except that WCERS will approve any indebtedness incurred to repay Big
Buck's obligation to WCERS so long as such payment does not materially and
adversely affect WCERS. Big Buck also granted to WCERS a right of first refusal
pursuant to which WCERS may, for so long as the convertible note is outstanding
or WCERS owns more than 15% of Big Buck's Common Stock, elect to purchase
securities offered by Big Buck, within 45 days of the receipt of notice by
WCERS, at the same price and on the same terms and conditions as are offered to
a third party.

Big Buck expects that it will continue to require significant capital
resources to fund new unit development and construction. The development of any
additional units will require Big Buck to obtain additional financing. The
amount of financing required for new units depends on the definitive locations,
site conditions, construction costs and size and type of units to be built.
There can be no assurance that financing will be available on terms acceptable
or favorable to Big Buck, or at all. Without such financing, Big Buck's
development plans will be slower than planned or even unachievable.

SEASONALITY

Big Buck's sales and earnings are expected to fluctuate based on seasonal
patterns. Big Buck anticipates that its highest earnings will occur in the
second and third calendar quarters due to the milder climate during those
quarters in Michigan. Big Buck believes, however, that future expansion into
markets outside Michigan, if any, will mitigate the effect of seasonality on its
business.

YEAR 2000 READINESS DISCLOSURE

Before the rollover of the year from 1999 to 2000, many installed computer
systems and software products were coded to accept only two digit date entries
and were unable to accept four digit date entries to distinguish 21st century
dates from 20th century dates. As a result, computer systems and software used
by many companies prior to the rollover date required upgrading or replacement
to comply with such "Year 2000" requirements. The failure of Big Buck, its
vendors, suppliers or service providers to achieve Year 2000 compliance on a
timely basis could materially adversely affect Big Buck's business, operating
results, financial condition and cash flows.

As of March 1, 2000, Big Buck has not experienced and does not anticipate
any material adverse effects on its systems and operations as a result of Year
2000 issues. Business is continuing as usual, and internal systems will continue
to be monitored for any unlikely disruptions. Further, as of March 1, 2000, Big
Buck has not experienced any operational difficulties as a result of the Year
2000 issues with its vendors, suppliers or service providers.

17
<PAGE>

Although the transition to the Year 2000 did not have any significant
impact on Big Buck or its systems and operations, Big Buck will continue to
monitor the impact of the year 2000 on its systems and those of its vendors,
suppliers and service providers. The contingency plans that were developed for
use in the event of Year 2000-related failures will be maintained and
generalized for ongoing business use.

In the aggregate, Big Buck has spent an estimated $20,000 to address Year
2000 issues and does not anticipate spending any additional material amounts
relating to year 2000 issues.

18
<PAGE>

ITEM 7 FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
----
<S> <C>
BIG BUCK BREWERY & STEAKHOUSE, INC.
Reports of Independent Public Accountants.............................................. 20
Consolidated Financial Statements
Consolidated Balance Sheets................................................. 22
Consolidated Statements of Operations....................................... 23
Consolidated Statements of Shareholders' Equity............................. 24
Consolidated Statements of Cash Flows....................................... 25
Consolidated Notes to Financial Statements.................................. 26

</TABLE>

19
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Big Buck Brewery & Steakhouse, Inc.:

We have audited the accompanying consolidated balance sheet of Big Buck
Brewery & Steakhouse, Inc. (a Michigan corporation) as of January 2, 2000,
and the related consolidated statements of operations, shareholders' equity
and cash flows for the year then ended. These financial statements are the
responsibility of Big Buck's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Big Buck Brewery
& Steakhouse, Inc. as of January 2, 2000, and the results of its operations
and its cash flows for the year then ended in conformity with generally
accepted accounting principles.

/s/ PLANTE & MORAN, LLP

Grand Rapids, Michigan,
March 21, 2000

20
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Big Buck Brewery & Steakhouse, Inc.:

We have audited the accompanying consolidated balance sheet of Big Buck
Brewery & Steakhouse, Inc. (a Michigan corporation) as of January 3, 1999,
and the related statements of operations, shareholders' equity and cash flows
for the year then ended. These financial statements are the responsibility of
Big Buck's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Big Buck Brewery &
Steakhouse, Inc. as of January 3, 1999, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/ ARTHUR ANDERSEN LLP

Minneapolis, Minnesota
February 19, 1999

21
<PAGE>

BIG BUCK BREWERY & STEAKHOUSE, INC.

Consolidated Balance Sheets

<TABLE>
<CAPTION>
January 2, January 3,
ASSETS 2000 1999
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 369,228 $ 500,236
Accounts receivable 233,273 216,147
Inventories (Note 1) 235,671 308,286
Prepaids and other 318,775 274,819
------------ ------------

Total current assets 1,156,947 1,299,488

PROPERTY AND EQUIPMENT, net (Note 1) 19,730,766 18,847,968

OTHER ASSETS, net 573,487 672,530
------------ ------------

$ 21,461,200 $ 20,819,986
============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable 2,152,242 $ 925,031
Accrued expenses 451,855 709,070
Current maturities of long-term obligations 2,487,246 1,644,228
------------ ------------
Total current liabilities 5,091,343 3,278,329

LONG-TERM OBLIGATIONS, less current maturities (Note 2) 6,721,083 7,030,329
------------ ------------
Total liabilities 11,812,426 10,308,658

MINORITY INTEREST (Note 7) 147,340 --

SHAREHOLDERS' EQUITY: (Notes 4 and 5)
Common stock, $0.01 par value, 20,000,000 shares authorized;
5,405,481 and 5,285,000 shares issued and outstanding 54,055 52,850
Warrants 153,650 153,650
Additional paid-in capital 13,685,520 13,407,694
Accumulated deficit (4,391,791) (3,102,866)
------------ ------------

Total shareholders' equity 9,501,434 10,511,328
------------ ------------

$ 21,461,200 $ 20,819,986
============ ============
</TABLE>

The accompanying notes are an integral part of these financial
statements.

22
<PAGE>

BIG BUCK BREWERY & STEAKHOUSE, INC.

Consolidated Statements of Operations

<TABLE>
<CAPTION>
For the Years Ended
-------------------------------
January 2, January 3,
2000 1999
------------ ------------
<S> <C> <C>
REVENUE:
Restaurant sales $ 13,378,684 $ 14,843,860
Wholesale and retail sales 503,227 717,893
------------ ------------
Total revenue 13,881,911 15,561,753
------------ ------------

COSTS AND EXPENSES:
Cost of sales 4,601,503 5,270,518
Restaurant salaries and benefits (Note 6) 4,144,362 4,659,949
Operating expenses 2,878,544 3,267,568
Depreciation 769,609 780,054
------------ ------------
Total costs and expenses 12,394,018 13,978,089
------------ ------------

RESTAURANT OPERATING INCOME 1,487,893 1,583,664
PREOPENING COSTS 226,043 --
GENERAL AND ADMINISTRATIVE EXPENSES 1,566,103 1,787,633
------------ ------------

LOSS FROM OPERATIONS (304,253) (203,969)
------------ ------------

OTHER INCOME (EXPENSE):
Interest expense (889,182) (815,984)
Other (95,490) 6,746
------------ ------------
Other income (expense), net (984,672) (809,238)
------------ ------------

LOSS BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE (1,288,925) (1,013,207)

INCOME TAX (Note 3) -- --
------------ ------------

LOSS BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE (1,288,925) (1,013,207)

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
PRINCIPLE FOR PREOPENING COSTS -- (346,547)
------------ ------------

NET LOSS $ (1,288,925) $ (1,359,754)
============ ============

BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.24) $ (0.26)
============ ============

BASIC AND DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING 5,405,481 5,285,000
============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

23
<PAGE>

BIG BUCK BREWERY & STEAKHOUSE, INC.

Consolidated Statements of Shareholders' Equity
For the Years Ended

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------------- PAID-IN ACCUMULATED
SHARES AMOUNT WARRANTS CAPITAL DEFICIT TOTAL
--------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 28, 1997 5,285,000 52,850 153,650 13,240,694 (1,743,112) 11,704,082
Issuance of warrants for services -- -- -- 167,000 -- 167,000
Net loss -- -- -- -- (1,359,754) (1,359,754)
--------- ------------ ------------ ------------ ------------ ------------
BALANCE, January 3, 1999 5,285,000 $ 52,850 $ 153,650 $ 13,407,694 $ (3,102,866) $ 10,511,328
Issuance of common stock 120,481 1,205 -- 248,793 -- 249,998
Issuance of warrants for services -- -- -- 29,033 -- 29,033
Net loss -- -- -- -- (1,288,925) (1,288,925)
--------- ------------ ------------ ------------ ------------ ------------
BALANCE, January 2, 2000 5,405,481 54,055 153,650 13,685,520 (4,391,791) 9,501,434
========= ============ ============ ============ ============ ============

</TABLE>

The accompanying notes are an integral part of these financial statements.

24
<PAGE>

BIG BUCK BREWERY & STEAKHOUSE, INC.

Statements of Cash Flows

<TABLE>
<CAPTION>
For the Years Ended
--------------------------
January 2, January 3,
2000 1999
----------- -----------
OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $(1,288,925) $(1,359,754)
Adjustments to reconcile net loss to cash flows used in
operating activities-
Cumulative effect of change of accounting for preopening costs -- 346,547
Depreciation and amortization 895,580 780,054
Loss on sale of property -- 8,520
Change in operating assets and liabilities:
Accounts receivable (17,126) (45,687)
Inventories 72,615 (18,481)
Prepaids and other (43,956) (103,053)
Accounts payable 621,260 81,601
Accrued expenses (257,215) (26,657)
----------- -----------

Net cash used in operating activities (17,767) (336,910)
----------- -----------

INVESTING ACTIVITIES:
Purchases of property and equipment, net (1,046,456) (1,276,301)
Sale of short-term investments, net 2,105 --
----------- -----------

Net cash used in investing activities (1,044,351) (1,276,301)
----------- -----------

FINANCING ACTIVITIES:
Borrowings under long-term debt and capital lease obligations 778,000 2,149,650
Payments on long-term debt and capital lease obligations (244,228) (249,825)
Payment of deferred financing costs -- (140,393)
Proceeds from minority partner 147,340 --
Proceeds from sale of common stock 249,998 --
----------- -----------

Net cash provided by financing activities 931,110 1,759,432
----------- -----------

INCREASE (DECREASE) IN CASH (131,008) 146,221

CASH, beginning of year 500,236 354,015
----------- -----------

CASH, end of year $ 369,228 $ 500,236
=========== ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 891,853 $ 813,074
Income taxes paid -- --
NONCASH TRANSACTION:
Issuance of common stock, stock options and warrants for property
and services 29,033 167,000
Accounts payable assumed for purchase of equipment 605,951 --
</TABLE>

The accompanying notes are an integral part of these financial statements.

25
<PAGE>

BIG BUCK BREWERY & STEAKHOUSE, INC.

Notes to Consolidated Financial Statements
January 2, 2000 and January 3, 1999

1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

NATURE OF BUSINESS

Big Buck Brewery & Steakhouse, Inc. (f/k/a Michigan Brewery, Inc.) develops and
operates microbrewery/restaurants under the name "Big Buck Brewery &
Steakhouse." As of January 2, 2000, the Company owned and operated three units
in the state of Michigan. The first unit opened in Gaylord, Michigan, on May 26,
1995. The Gaylord unit is utilized for bottling and wholesale distribution of
its private label beer. Subsequent units opened on March 17, 1997 in Grand
Rapids, Michigan, and on October 1, 1997 in Auburn Hills, Michigan, a suburb of
Detroit. The Company plans to open a fourth unit in Grapevine, Texas, a suburb
of Dallas. Scheduled to open in the second half of 2000, this unit will be
operated by Buck & Bass, L.P. pursuant to a joint venture agreement between the
Company and Bass Pro Outdoor World, L.P.

The Company incurred a net loss of $1,288,925 in 1999 and $1,359,754 in 1998.
The Company has a limited operating history, and future revenues and attaining
profitability from operations will depend upon various factors, including market
acceptance of the Big Buck Brewery & Steakhouse concept, reaching critical mass
to support corporate overhead and general economic conditions. The Company's
ability to meet its expansion plan and achieve profitability depends on its
ability to obtain substantial financing for the development of additional units.
There are no assurances that such financing will be available on terms
acceptable or favorable to the Company.

FISCAL YEAR

The Company has adopted a 52-/53-week fiscal year ending on the Sunday nearest
December 31 of each year. All references herein to "1999" and "1998" represent
the fiscal years ended January 2, 2000 (a 52 week year) and January 3, 1999 (a
53 week year), respectively.

CONSOLIDATION

The consolidated financial statements include the accounts of the Company and
its majority-owned subsidiary, Buck & Bass, L.P. All significant intercompany
accounts and transactions are eliminated.

INVENTORIES

Inventories consist primarily of restaurant food and beverage items, raw
materials used in the brewing process, finished goods, including beer in kegs
and beer held in fermentation prior to the filtration and packaging process, and
retail goods for resale. Inventories are stated at the lower of cost or market
as determined by the first-in, first out inventory method and consisted of the
following at:

<TABLE>
<CAPTION>
January 2, January 3,
2000 1999
---------- ----------
<S> <C> <C>
Food ................................. $ 98,842 $116,966
Brewery .............................. 93,247 95,180
Retail goods ......................... 43,582 96,140
-------- --------
$235,671 $308,286
======== ========

</TABLE>

26
<PAGE>

PREOPENING EXPENSES

During April 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants issued Statement of Position (SOP)
98-5, "Reporting on the Costs of Start-Up Activities." SOP 98-5 requires
companies to expense as incurred all start-up and preopening costs that are not
otherwise capitalizable as long-lived assets. The Company has elected early
implementation of the new accounting standard retroactive to the beginning of
1998. The effect of this accounting change was to charge operations the
unamortized balance of preopening costs as of December 28, 1997 of $346,547.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost. Improvements are capitalized, while
repair and maintenance costs are charged to operations when incurred. Property
and equipment are depreciated using the straight-line method for financial
reporting purposes and accelerated methods for income tax reporting purposes
over their estimated useful lives of 5 to 40 years. In the event that facts and
circumstances indicate that the carrying amount of property may not be
recoverable, an evaluation would be performed using such factors as recent
operating results, projected cash flows and management's plans for future
operations.

Property and equipment consisted of the following at:

<TABLE>
<CAPTION>
January 2, January 3, Estimated
2000 1999 Useful Lives
---------- ---------- ------------
<S> <C> <C> <C>
Land and improvements .................... $ 5,057,914 $ 5,057,914 20 years for
improvements
Building and improvements ................ 9,261,213 9,261,213 40 years
Brewery equipment ........................ 2,011,015 2,011,015 12-30 years
Restaurant equipment ..................... 1,309,831 1,827,540 10 years
Furniture, fixtures and equipment ........ 2,124,286 1,575,592 5-7 years
Construction in progress (see Note 7)..... 2,387,694 772,235
------------ ------------
22,151,953 20,505,509
Accumulated depreciation ................. (2,421,187) (1,657,541)
------------ ------------
$ 19,730,766 $ 18,847,968
============ ============
</TABLE>

INCOME TAXES

Deferred tax assets and liabilities are computed based on the difference between
the financial reporting and tax bases of the Company's assets and liabilities
using currently enacted tax rates.

LOSS PER SHARE

Basic net loss per share is computed by dividing net income by the weighted
average number of common shares outstanding during the year, without regard to
stock options outstanding. In the computation of fully diluted earnings per
share, the weighted average shares outstanding is increased to reflect the
potential dilution if stock warrants, stock options and convertible securities
were to be exercised or converted common stock, if such exercise or conversion
has a dilutive effect. The options, warrants, and convertible securities have
been excluded from the earnings per share calculation because each would have an
antidilutive effect.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and

27
<PAGE>

disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Ultimate results could differ from those estimates.

2. LONG-TERM OBLIGATIONS:

Long-term obligations consisted of the following as of:

<TABLE>
<CAPTION>
January 2, January 3,
2000 1999
---------- ----------
<S> <C> <C>
Capital lease obligations (see below) $5,400,000 $5,400,000

Mortgage note payable to bank, monthly principal payments of $5,760 plus
interest at 10.2%, remaining balance due on October 1, 2000, collateralized
by all assets of the Company and guaranteed by certain shareholders 1,496,996 1,566,117

Note payable to bank, monthly payments of interest only at 10.0%,
balance due on May 15, 1999, collateralized by all assets of the Company 1,428,000 1,400,000

Note payable to bank, monthly principal payments of $13,333 plus interest at
10.2%, remaining balance due on October 1, 2000, collateralized by all
assets of the Company and guaranteed by certain shareholders 133,333 293,333

Convertible subordinated promissory notes payable to five investors,
bearing interest at 10%, due October 2000 750,000 --

Other -- 15,107
---------- ----------

Total 9,208,329 8,674,557

Less-Current maturities 2,487,246 1,644,228
---------- ----------

Long-term obligations $6,721,083 $7,030,329
========== ==========
</TABLE>

In April 1997, the Company entered into a real estate purchase and leaseback
agreement with a shareholder of the Company, for the land and property of its
Grand Rapids unit. The Company received proceeds of $1,400,000 and in return,
entered into a ten-year lease with a minimum annual base rent of $140,000 and
a maximum annual base rent of $192,500 and percentage rent provisions. In
March 2000, the lease was amended to adjust the gross sales level over which
annual percentage rent is payable to $1,500,000 per year. As amended, the
lease further provides that, commencing April 2000, in the event gross sales,
as defined, do not exceed $1,500,000, for any lease year, the Company is
obligated to repurchase the land and property for $1.4 million, plus $70,000
for each lease year on a pro rata basis. The lessor also has the option to
require the Company to repurchase the Grand Rapids site after the seventh
full lease year for the same price. Should a repurchase be required, the
Company believes that it would be able to obtain mortgage financing
sufficient to pay the required purchase price. There can be no assurance that
such mortgage financing in the event repurchase were required, would be
available on terms acceptable to Big Buck or at all.

In August 1997, the Company entered into a second real estate purchase and
leaseback agreement with the same shareholder, for the land of its Auburn Hills
unit. The Company received proceeds of $4,000,000 and in return, entered into a
25-year lease with a minimum annual base rent of $400,000 and percentage rent
provisions. In the

28
<PAGE>

event gross sales, as defined, do not exceed $8,000,000 for any two consecutive
lease years, the Company is obligated to repurchase the land for $4.0 million,
plus $200,000 for each lease year on a pro rata basis. The Company was required
to pay the shareholder annual percentage rent of $46,000 based upon annual gross
sales for the first year of the lease term. Annual gross sales for the second
year of the lease term did not exceed $8.0 million. Independent of annual gross
sales, the lessor has the option to require the Company to repurchase the Auburn
Hills site for $4.0 million, plus $200,000 for each lease year on a pro rata
basis, for a limited period of time. In February 2000, the lessor and the
Company amended the lease agreement to provide that such right may be exercised
by the lessor prior to the expiration of the fourth full lease year and that the
lessor may require the Company to issue common stock (valued at $4.00 per share)
in payment of such repurchase price. The Company also has the option to purchase
the Auburn Hills site from the lessor after the seventh full lease year for the
same price.

No gain or loss was recognized on the sale and leaseback transactions.
Management expects that if the Company was required to purchase the land at
these units that these leases could be renewed or replaced by mortgage or other
financing arrangements; however, there can be no assurance that such financing
would be available on acceptable terms or at all.

The convertible subordinated promissory notes were issued in October and
November 1999 for $750,000, and may be converted at any time, at the option
of the holders, into a total of 479,627 shares of common stock. Interest is
paid monthly in arrears.

The note payable to bank agreement requires, among other things, that the
Company maintain certain financial ratios.

Maturities of long-term obligations as of January 2, 2000, were as follows:

<TABLE>

<S> <C>

2000 $ 2,487,246
2001 --
2002 --
2003 --
2004 1,321,083
Thereafter 5,400,000
------------
$ 9,208,329
============

</TABLE>

On February 8, 2000, the Company obtained $7.5 million in financing from the
Wayne County Employee's Retirement System (WCERS). The Company issued and sold
to WCERS a $5,876,114, 10% convertible secured promissory note due February
2003, a $1,623,886 amended, restated and consolidated convertible note due
October 2000, and a three-year warrant for the purchase of 200,000 shares of the
Company's common stock. Both notes are convertible into common stock at $2.42
per share. The warrant is exercisable at $2.00 per share. These conversions of
stock would result in WCERS owning 3,299,172 shares of common stock or a 37.9%
ownership of the Company.

A portion of the proceeds of the financing were used to refinance all
outstanding mortgage and notes payable. Therefore, the maturities disclosed
above reflect the refinanced payment terms.

3. INCOME TAXES:

The deferred tax assets and liabilities consisted of the following at:

<TABLE>
<CAPTION>
January 2, January 3,
2000 1999
---------- ----------
<S> <C> <C>
Deferred tax liabilities (790,000) (670,000)
Deferred tax assets 2,280,000 1,700,000
---------- ----------
Net deferred tax asset 1,490,000 1,030,000
Valuation allowance (1,490,000) 1,030,000
---------- ----------
Net deferred tax -- --

</TABLE>

29
<PAGE>

Effective January 1, 1996, the Company converted from S Corporation status to a
C Corporation. As of January 2, 2000 and January 3, 1999, the Company's deferred
taxes consisted primarily of net operating loss carryforwards, and accelerated
methods of depreciation. The Company has recorded a full valuation allowance
against the net deferred tax asset due to the uncertainty of realizing the
related benefits. As of January 2, 2000, the Company had net operating loss
carryforwards of approximately $6.7 million which expire through the year 2014.

4. WARRANTS:

Each of the 2,550,000 units issued in connection with the Company's IPO
consisted of one share of common stock and one Redeemable Class A Warrant,
exercisable at $8.00 per share, expiring in June 2000.

In connection with its IPO, the Company issued a warrant to the underwriter to
purchase 245,000 shares of common stock at $6.00 per share. The warrant became
exercisable in June 1997 and is exercisable until June 2000.

In connection with the bridge financing before the IPO, the Company issued
warrants, exercisable at $5.00 per share, for 150,000 shares of its common
stock, expiring in February 2001. The Company also issued a warrant as part of
the pre-bridge financing, exercisable at $3.33 per share, for 62,500 shares of
its common stock, expiring in December 2000.

In connection with the joint venture agreement (Notes 1 and 7), the Company
issued a warrant, exercisable at $2.625 per share, for 50,000 shares of its
common stock to Bass Pro. The Company also issued a five-year warrant to its
private placement agent, exercisable at $2.7625 per share, for 14,582 shares of
its common stock.

In exchange for services, the Company issued warrants, exercisable at $1.625 per
share, for 100,000 shares of its common stock. In connection with the same
service agreements, the Company also issued warrants for 200,000 shares of
common stock. 100,000 of these warrants are exercisable at $2.50 pre share and
vest in October 2000. The remaining 100,000 warrants, are exercisable at $3.50
per share and vest in October 2001. All of the warrants issued as part of these
service agreements expire in October 2002.

In connection with a consulting agreement, the Company issued a warrant,
exercisable at $1.65 per share, for 50,000 shares of its common stock,
expiring in October 2002. The Company also issued warrants, exercisable at
$2.00 per share, for 150,000 shares of its common stock, vesting in 50,000
increments as the Company's stock price reaches $4.00, $5.00, and $6.00 per
share, expiring in October 2002.

5. STOCK OPTION PLANS:

During January 1996, the Company adopted the 1996 Stock Option Plan (the Plan),
pursuant to which options to acquire an aggregate of 600,000 shares, as amended
in June 1997, of the Company's common stock may be granted. Under the Plan, the
board of directors may grant options to purchase shares of the Company's stock
to eligible employees, nonemployees and contractors at a price not less than
100% of the fair market value at the time of the grant for both incentive and
nonstatutory stock options. Options granted under the Plan vest annually over
four years from date of grant and are exercisable for ten years, except that the
term may not exceed five years for incentive stock options granted to persons
who own more than 10% of the Company's outstanding voting stock.

Also, during January 1996, the Company adopted the 1996 Director Stock Option
Plan (the Director's Plan) pursuant to which options to acquire an aggregate of
100,000 shares of the Company's common stock may be granted to outside
directors. Under the Director's Plan, 5,000 options were automatically granted
to each outside director upon the completion of the Company's IPO, and
thereafter 5,000 options are granted annually for each

30
<PAGE>

year of continued service by the outside director. Each option is granted at
fair market value on the date of grant, vests one year after the date of grant
and is exercisable for ten years.

On October 18, 1999, the Company established a qualified Employee Stock
Purchase Plan, effective as of January 1, 2000. The terms of the plan allow
for qualified employees, as defined, to participate in the purchase of
designated shares of the Company's common stock. The stock is generally
purchased at a price equal to the lower of 85% of the closing price at the
beginning or end of each semi-annual stock purchase period. The Company has
200,000 shares of common stock available for issuance pursuant to this plan.

A summary of the status of the Company's two stock option plans at January 2,
2000 and January 3, 1999, and changes during the fiscal years then ended, is
presented in the table and narrative below:

<TABLE>
<CAPTION>
Year Ended Year Ended
January 2, 2000 January 3, 1999
-------------------------- -------------------------
Weighted Average Weighted Average
Shares Exercise Price Shares Exercise Price
------ ---------------- ------ ----------------
<S> <C> <C> <C> <C>
Outstanding, beginning of
Period ..................... 671,000 4.11 546,000 $4.55
Granted .......................... 46,800 2.30 125,000 3.38
Exercised ........................ -- -- -- --
Forfeited ........................ -- -- -- --
Expired .......................... -- -- -- --
------- ----- ------- -----
Outstanding, end of
Period ..................... 717,800 $4.06 671,000 $4.11
======= ===== ======= =====
Exercisable, end of
Period ..................... 485,500 280,500
======= =======
Weighted average fair value
Of options granted ......... $ 2.80 $ 3.10
======= =======
</TABLE>

The following table provides certain information with respect to stock options
outstanding at January 2, 2000:

<TABLE>
<CAPTION>
Stock options Weighted average Weighted average
Range of exercise prices Outstanding exercise price remaining contractual life
------------------------ ------------- ---------------- --------------------------
<S> <C> <C> <C>
1.75 - 3.00 156,800 2.93 8.80
3.01 - 4.50 191,000 4.32 6.76
4.51 - 5.25 370,000 4.82 6.64
</TABLE>

The following table provides certain information with respect to stock options
exercisable at January 2, 2000:

Stock options Weighted average
Range of exercise prices exercisable exercise price
------------------------ ------------- ----------------
<S> <C> <C>
1.75 - 3.00 109,750 2.97
3.01 - 4.50 145,750 4.41
4.51 - 5.25 230,000 4.90

</TABLE>

31
<PAGE>

The Company accounts for these plans under APB Opinion No. 25, under which no
compensation cost has been recognized. Had compensation cost for these plans
been determined consistent with SFAS No. 123, "Accounting for Stock-Based
Compensation," the Company's net loss and loss per share would have been
increased to the following pro forma amounts:

1999 1998
----------- -----------
<S> <C> <C> <C>
Net Loss As Reported $(1,288,925) $(1,359,754)
Pro Forma (1,608,624) (1,710,122)
Diluted EPS As Reported (0.24) (0.26)
Pro Forma (0.30) (0.32)

</TABLE>

The fair value of each employee option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 1999 and 1998, respectively: risk-free interest
rates of 6.70% and 5.20%; no expected dividend yields; expected lives of 7
years; and expected volatility of 60.00% and 123.47%. Non-employee option grants
are recorded at fair value.

6. RETIREMENT PLAN:

On February 1, 1999, the Company began sponsoring a 401(k) plan for employees
with a minimum of six months of service with the Company. Contributions to the
plan totaled $12,559 for 1999.

7. COMMITMENTS AND CONTINGENCIES:

LEGAL PROCEEDINGS

The Company is involved in various legal actions rising in the ordinary course
of business. Although the outcomes of any such legal actions cannot be
predicted, in the opinion of management there is no legal proceeding pending
against or involving the Company for which the outcome is likely to have a
material adverse effect upon the financial position or results of operations of
the Company.

JOINT VENTURE

The Company owns 89.1 percent as a limited partner and 0.8 percent as a general
partner, for an aggregate 89.9 percent ownership of Buck & Bass, L.P.

During 1999 and 1998, the Company contributed $218,000 and $891,000,
respectively, to the limited partnership which will own and operate the
Grapevine unit. The Company may be required to contribute up to an additional
$4.5 million, upon ten business days' notice, to complete construction of the
Grapevine unit. The Company has available approximately $3.8 million from
the WCERS financing to fund the construction of the Grapevine unit.
Additionally, the Buck & Bass partnership agreement allows for leasing of
equipment for the facility, not to exceed $1.5 million. Therefore, the Company
anticipates that it will be able to meet the contribution requirements of the
agreement. However, if funds are not available when required by the joint
venture, the Company may be in material default under the joint venture
agreement.

Pursuant to the commercial sublease agreement, the limited partnership created
by the joint venture leases the Grapevine site from Bass Pro over a 15-year
term. The lease may be extended at the option of Bass Pro for seven additional
five-year terms. In March 2000, the Company and Bass Pro agreed to commence
rental payments when the restaurant opens for business. The sublessee is
obligated to pay an annual percentage rent in the amount of 5.5% on gross sales
less than $11.0 million per year and 6.5% on gross sales in excess of $11.0
million per year (with a minimum annual base rent of $385,000). Bass Pro may
terminate in the event of a default which is not cured within the applicable
grace period. In March 2000, the Company and Bass Pro L.P. agreed in writing to
revise the definition of default under the sublease. As amended, the sublease
provides that a default include, but is not limited to, (a) the sublessee's
failure to remain open during all business days, (b) the sublessee's failure to
maintain on duty a fully trained service staff, (c) the sublessee's failure to
provide high quality food of the type provided at the Gaylord unit, (d) the
sublessee's failure to achieve gross sales in the first full calendar year
immediately following the opening and for each calendar year thereafter of $7.0
million, (e) the sublessee encumbering in any manner any interest in the
subleased premises, or (f) the sublessee's failure to conduct full and complete
customer surveys no less frequently than each calendar quarter.

In the event of material default, Bass Pro would be entitled to purchase the
Company's interest in the joint venture at 40% of book value, thereby
eliminating the Company's interest in the Grapevine unit. Further, Bass Pro
has the right to purchase up to 15% of the Company's interest in the joint
venture, at 100% of the Company's original cost, within 24 months of the
opening of the Grapevine unit; provided, however, that the Company's interest
in the joint venture may not be reduced below 51%. The Company expects that
it will continue to require significant capital resources to fund new unit
development and construction.

In September 1999, Bass Pro declared the limited partnership agreement of Buck &
Bass L.P. and the commercial sublease agreement for the Grapevine site to be
breached and in default due to, among other things, the Company's failure to
make its required capital contribution. In February 2000, the Company made all
required capital contributions and satisfied all subcontractors' liens and
claims. In March 2000, the Company and Bass Pro L.P. agreed in writing to the
reinstatement of the limited partnership agreement and the commercial sublease.

32
<PAGE>

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

On December 30, 1999, the Board engaged Plante & Moran, LLP as Big
Buck's new independent accountant for the fiscal year ending January 2, 2000.
During the years ended January 3, 1999 and December 27, 1997 and through
December 30, 1999, Big Buck did not consult with Plante & Moran, LLP on items
which (1) involved the application of accounting principles to a specific
completed or contemplated transaction, (2) involved the type of audit opinion
that might be rendered on Big Buck's financial statements, or (3) concerned
the subject matter of a disagreement or reportable event with the former
auditor (as described in Regulation S-B Item 304(a)(1)(iv)).

On December 30, 1999, the Board dismissed Arthur Andersen LLP as Big
Buck's independent public accountant. The reports of Arthur Andersen LLP on
the financial statements for the years ended January 3, 1999 and December 27,
1997 contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles. The Audit Committee and the Board of Directors participated in
and approved the decision to change independent public accountants. In
connection with its audits for the years ended January 3, 1999 and December
27, 1997 and through December 30, 1999, there were no disagreements with
Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Arthur Andersen LLP
would have caused Arthur Andersen LLP to make reference thereto in its report
on the financial statements for such years. During the years ended January 3,
1999 and December 27, 1997 and through December 30, 1999, there were no
reportable events (as defined in Regulation S-B Item 304(a)(1)(iv)). Arthur
Andersen LLP has furnished Big Buck with a letter addressed to the SEC
stating that it agrees with the above statements.

33
<PAGE>

PART III

ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

The following table provides information with respect to Big Buck's
directors and executive officers as of March 1, 2000. Each director serves for a
one-year term expiring in 2000 and until his successor has been duly elected and
qualified. Each executive officer has been appointed to serve until his
successor is duly appointed by the Board of Directors or his earlier removal or
resignation from office. There are no family relationships between any director
or executive officer.

<TABLE>
<CAPTION>
Name Age Principal Occupation Position with Big Buck Director Since
- ---- --- -------------------- ---------------------- --------------
<S> <C> <C> <C> <C>
William F. Rolinski......... 52 Chief Executive Officer, Chief Executive Officer, 1993
President and Chairman President and Chairman
of the Board of Big Buck of the Board

Gary J. Hewett.............. 37 Chief Operating Officer, Chief Operating Officer, 1998
Executive Vice President Executive Vice
and Director of Big Buck President and Director

Anthony P. Dombrowski....... 39 Chief Financial Officer Chief Financial Officer N/A
and Treasurer of Big and Treasurer
Buck

Thomas McNulty.............. 60 Private Investor Director 2000

Joseph W. Muer.............. 64 Manufacturer's Director 1999
Representative

Blair A. Murphy, D.O........ 46 Self-Employed Physician Director 1993

Henry T. Siwecki............ 55 Sole Owner and Director 1995
President of Siwecki
Construction, Inc.

Casimer I. Zaremba.......... 79 Private Investor Director 1993
</TABLE>

34
<PAGE>

Thomas McNulty has been a director since February 2000. From March 1983 to
October 1999, Mr. McNulty served as Chief Financial Officer and Treasurer of the
Henry Ford Health System, one of the 20 largest health systems in the United
States, owning insurance companies, hospitals and medical practices. He has also
served on the board of directors for various corporations, including Quadramed
Corporation, a software and automated service provider, Onika Insurance, and
Robertson Development Corporation, a real estate development company.

Joseph W. Muer has been a director since November 1999. Mr. Muer has acted
as an advisor to DINA Industries, Inc., a supplier of medical equipment,
ambulances and medical services to the Middle East, since 1995, and a senior
consultant with Aimattech, LLC, a national consulting firm specializing in board
level advisory services, since July 1999. Since March 1999, he also has been a
partner in The Millennium 321, an Internet company engaging in capital
development, marketing and sales of engineering, advertising and graphic
services. From May 1999 to September 1999, Mr. Muer served as a consultant to
The Pike Street Restaurant in Pontiac, Michigan. Mr. Muer was the owner and
general manager of Muer's Oyster House, Inc. from 1958 to April 1998. In April
1998, Muer's Oyster House, Inc. filed for Chapter 11 bankruptcy protection. A
Plan of Reorganization for Muer's Oyster House, Inc. was confirmed in December
1999, pursuant to which its assets and liabilities were liquidated.

Blair A. Murphy, D.O. is a founder of Big Buck and has been a director
since its formation in 1993. Dr. Murphy has been a urological surgeon since 1990
and is presently a self-employed physician.

Henry T. Siwecki has been a director since August 1995. For more than the
last five years, Mr. Siwecki has been the sole owner and president of Siwecki
Construction, Inc., a commercial and residential contractor.

Casimer I. Zaremba is a founder of Big Buck and has been a director since
its formation in 1993. Mr. Zaremba has been a private investor for more than the
past five years.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires Big Buck's officers, directors
and persons who own more than 10% of a registered class of Big Buck's equity
securities to file reports of ownership and changes in ownership with the SEC.
Such officers, directors and shareholders are required by the SEC to furnish Big
Buck with copies of all such reports. To Big Buck's knowledge, based solely on a
review of copies of reports filed with the SEC during the last fiscal year, all
applicable Section 16(a) filing requirements were met, except that one report on
Form 5 setting forth the January 1, 1999, automatic grant of a stock option for
the purchase of 5,000 shares, pursuant to the 1996 Director Stock Option Plan,
to Casimer I. Zaremba, one of Big Buck's non-employee directors, was not filed
on a timely basis.

35
<PAGE>

ITEM 10 EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation
paid by Big Buck to the Chief Executive Officer and the other highest paid
executive officers (the "Named Executive Officers") during the three most recent
fiscal years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards
----------------------
Securities
Name and Principal Position Year Salary Underlying Options
- -------------------------------------------------- ---- ------ --------------------
<S> <C> <C> <C>
William F. Rolinski .............................. 1999 $157,219 0
Chief Executive Officer, President and ......... 1998 $151,586 30,000
Chairman of the Board .......................... 1997 $167,308 75,000

Gary J. Hewett ................................... 1999 $134,553 0
Chief Operating Officer, Executive ............. 1998 $130,845 25,000
Vice President and Director .................... 1997 $152,061 125,000

Anthony P. Dombrowski ............................ 1999 $ 97,321 0
Chief Financial Officer and .................... 1998 $ 92,885 20,000
Treasurer ...................................... 1997 $102,615 60,000
</TABLE>

No stock options or stock appreciation rights were granted to the Named
Executive Officers during the last fiscal year.

The following table sets forth information concerning the unexercised
options held by the Named Executive Officers as of the end of the last fiscal
year. No options were exercised by the Named Executive Officers during the last
fiscal year. No stock appreciation rights were exercised by the Named Executive
Officers during the last fiscal year or were outstanding at the end of that
year.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End At FY-End(1)
--------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
William F. Rolinski ....... 67,500 37,500 $0 $0

Gary J. Hewett ............ 130,000 75,000 $0 $0

Anthony P. Dombrowski ..... 75,500 37,500 $0 $0
</TABLE>

- -----------------------

(1) Market value of underlying securities at fiscal year end minus the
exercise price.

36
<PAGE>

COMPENSATION OF DIRECTORS

Big Buck's non-employee directors receive options pursuant to the 1996
Director Stock Option Plan. Management members of the Board receive no
compensation as Board members. Board members are paid their expenses, if any,
which are incurred solely to participate in meetings of the Board or Board
committees.

During the last fiscal year, Big Buck granted an option, under the 1996
Director Stock Option Plan, for the purchase of 5,000 shares of Common Stock to
each non-employee director elected by the shareholders. Big Buck automatically
grants such options annually for each year of continued service on the Board.
Each option is granted at fair market value on the date of grant, vests one year
after the date of grant and expires ten years after the date of grant.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS

Gary J. Hewett, Chief Operating Officer, Executive Vice President and a
director of Big Buck, is entitled to six months' salary upon termination of
employment, unless such termination is for cause. Based on Mr. Hewett's 1999
compensation, he would be entitled to approximately $67,277 upon termination of
employment without cause. To date, Big Buck has not entered into any agreements
providing for the continued employment of its personnel.

37
<PAGE>

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of Big Buck's Common Stock as of March 1, 2000, by (a) each person who
is known to Big Buck to own beneficially more than five percent of the Common
Stock, (b) each director and nominee for election as a director, (c) each Named
Executive Officer (as defined below), and (d) all executive officers and
directors as a group. Unless otherwise noted, each person identified below
possesses sole voting and investment power with respect to such shares. Except
as otherwise noted below, Big Buck knows of no agreements among its shareholders
which relate to voting or investment power with respect to its Common Stock.

<TABLE>
<CAPTION>
Shares Percent
Beneficially of
Name and Address of Beneficial Owner(1) Owned(1) Class
- --------------------------------------- ------------ -------
<S> <C> <C>
Wayne County Employees' Retirement System(2) .................. 3,299,172 37.9%
400 Monroe Street, Suite 230
Detroit, Michigan 48226
Michael G. Eyde(3) ............................................ 1,447,596 21.5
6250 West Michigan Avenue
Lansing, Michigan 48917
William F. Rolinski(4) ........................................ 940,145 17.1
Perkins Capital Management, Inc.(5) ........................... 789,700 13.4
730 East Lake Street
Wayzata, Minnesota 55391
Casimer I. Zaremba(6)(7) ...................................... 695,007 12.8
Blair A. Murphy, D.O.(6) ...................................... 655,007 12.1
FMR Corp.(8) .................................................. 522,500 9.7
82 Devonshire Street
Boston, Massachusetts 02109
The Perkins Opportunity Fund(9) ............................... 500,000 8.8
730 East Lake Street
Wayzata, Minnesota 55391
Henry T. Siwecki(6)(10) ....................................... 156,989 2.9
Gary J. Hewett(11) ............................................ 154,328 2.8
Anthony P. Dombrowski(12) ..................................... 96,462 1.8
Thomas McNulty ................................................ 1,000 *
Joseph W. Muer ................................................ 0 0
All Executive Officers and Directors as a Group (8 persons)(13) 2,698,938 46.4%
</TABLE>

- ---------------
* Represents less than one percent.

(1) Beneficial ownership is determined in accordance with the rules of the SEC
and includes voting or investment power with respect to securities.
Securities "beneficially owned" by a person may include securities owned
by or for, among others, the spouse, children or certain other relatives
of such person as well as other securities as to which the person has or
shares voting or investment power or has the option or right to acquire
Common Stock within 60 days. The number of shares beneficially owned
includes shares issuable pursuant to warrants and stock options that are
exercisable within 60 days of March 1, 2000. Unless otherwise indicated,
the address for each listed shareholder is c/o Big Buck Brewery &
Steakhouse, Inc., 550 South Wisconsin Street, Gaylord, Michigan 49734.

(2) As set forth in Schedule 13D filed with the SEC by WCERS on February 17,
2000. Represents 200,000 shares subject to a currently exercisable warrant
and 3,099,172 shares subject to currently convertible promissory notes.

38
<PAGE>

(3) Includes (a) 50,000 shares subject to a currently exercisable option, (b)
25,000 shares subject to a currently exercisable warrant, (c) 52,115
shares subject to a currently convertible promissory note, and (d)
1,200,000 shares issuable pursuant to a Real Estate Purchase and Leaseback
Agreement by and between Mr. Eyde and Big Buck, dated August 1, 1997.

(4) Includes 99,537 shares subject to currently exercisable options.

(5) As set forth in Schedule 13G filed with the SEC by Perkins Capital
Management, Inc. ("PCM") and The Perkins Opportunity Fund ("POF") on
February 2, 2000. Includes (a) 123,100 shares owned by the clients of PCM,
(b) 166,600 shares subject to currently exercisable warrants owned by the
clients of PCM, (c) 200,000 shares owned by POF, and (d) 300,000 shares
subject to currently exercisable warrants owned by POF. PCM has (a) sole
power to vote 262,000 shares, including 200,000 shares owned by POF, and
(b) sole power to dispose of 789,700 shares, including 200,000 shares
owned by POF and 300,000 shares subject to currently exercisable warrants
owned by POF. PCM disclaims beneficial ownership of the securities owned
by POF.

(6) Includes 20,000 shares subject to currently exercisable options.

(7) Beneficial ownership of 450,005 of these shares is shared with Walter
Zaremba, Casimer Zaremba's brother.

(8) As set forth in Schedule 13G filed with the SEC by FMR Corp., Edward C.
Johnson 3d and Abigail P. Johnson on February 11, 2000. Fidelity
Management & Research Company, a wholly-owned subsidiary of FMR Corp. and
an investment adviser registered under the Investment Advisers Act of
1940, is the beneficial owner of 522,500 shares as a result of acting as
investment adviser to various investment companies registered under the
Investment Company Act of 1940. The ownership of one investment company,
Fidelity Capital Appreciation Fund, amounted to 522,500 shares. Edward C.
Johnson 3d, FMR Corp., through its control of Fidelity, and the funds each
has sole power to dispose of the 522,500 shares owned by the funds.
Neither FMR Corp. nor Edward C. Johnson 3d has the sole power to vote or
direct the voting of the shares owned directly by the Fidelity Funds,
which power resides with the funds' Boards of Trustees. Fidelity carries
out the voting of the shares under written guidelines established by the
funds' Boards of Trustees. Members of the Edward C. Johnson 3d family are
the predominant owners of Class B shares of common stock of FMR Corp.,
representing approximately 49% of the voting power of FMR Corp. Mr.
Johnson 3d owns 12.0% and Abigail P. Johnson owns 24.5% of the aggregate
outstanding voting stock of FMR Corp. Mr. Johnson 3d is Chairman of FMR
Corp. and Ms. Johnson is a Director of FMR Corp. The Johnson family group
and all other Class B shareholders have entered into a shareholders'
voting agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares. Accordingly, through
their ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may be
deemed, under the Investment Company Act of 1940, to form a controlling
group with respect to FMR Corp.

(9) As set forth in Schedule 13G filed with the SEC by PCM and POF on February
2, 2000. Includes 300,000 shares subject to currently exercisable
warrants.

(10) Includes 6,000 shares subject to currently exercisable warrants.

(11) Represents shares subject to currently exercisable options.

(12) Includes 90,462 shares subject to currently exercisable options.

(13) Includes 404,327 shares subject to currently exercisable options and 6,000
shares subject to currently exercisable warrants.

39
<PAGE>

ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Big Buck formerly had a loan agreement with NBD Bank for three separate
loan facilities aggregating $3.0 million. Messrs. Rolinski, Murphy and Zaremba,
each a director of Big Buck, personally guaranteed repayment of all amounts
under this loan agreement. In February 2000, Big Buck obtained financing from
WCERS which enabled it (a) repay NBD Bank and Crestmark Bank in full and (b) to
make all required capital contributions and satisfy all subcontractors' liens
and claims in connection with the Grapevine unit. Messrs. Rolinski, Murphy and
Zaremba personally guaranteed this indebtedness to the extent of $1,623,885.
Messrs. Rolinski, Murphy and Zaremba do not intend to personally guarantee
future obligations of Big Buck.

All future transactions between Big Buck and its officers, directors and
principal shareholders and their affiliates will be approved by a majority of
the Board, including a majority of the independent and disinterested
non-employee directors, and will be on terms no less favorable to Big Buck than
could be obtained from unaffiliated third parties.

ITEM 13 EXHIBITS, LIST AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<S> <C>
3.1 Restated Articles of Incorporation (incorporated by
reference to Big Buck's Current Report on Form 8-K, filed on
October 3, 1997 (File No. 0-20845)).
3.2 Amended and Restated Bylaws (incorporated by reference to
Big Buck's Registration Statement on Form SB-2, filed on
April 15, 1996 (File No. 333-3548)).
10.1 1996 Stock Option Plan (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 23, 1998
(File No. 0-20845)).
10.2 1996 Director Stock Option Plan (incorporated by reference
to Big Buck's Registration Statement on Form SB-2, filed on
April 15, 1996 (File No. 333-3548)).
10.3 1999 Employee Stock Purchase Plan (incorporated by reference
to Big Buck's Definitive Schedule 14A (Proxy Statement),
filed on October 26, 1999 (File No. 0-20845)).
10.4 Loan Agreement dated July 28, 1995, by and among Big Buck,
William F. Rolinski, Dr. Blair A. Murphy, Walter Zaremba,
Casimer I. Zaremba and NBD Bank (incorporated by reference
to Big Buck's Registration Statement on Form SB-2, filed on
April 15, 1996 (File No. 333-3548)).
10.5 Real Estate Purchase and Leaseback Agreement by and between
Eyde Brothers Development Co., Landlord, and Big Buck,
Tenant, dated April 11, 1997 (incorporated by reference to
Big Buck's Quarterly Report on Form 10-QSB, filed on May 9,
1997 (File No. 0-20845)).
10.6 Lease Agreement by and between Eyde Brothers Development
Co., Landlord, and Big Buck, Tenant, dated April 11, 1997
(incorporated by reference to Big Buck's Quarterly Report on
Form 10-QSB, filed on May 9, 1997 (File No. 0-20845)).
10.7 Amendment to Lease Agreement by and between Eyde Brothers
Development Co., Landlord, and Big Buck, Tenant, dated March
27, 2000.
10.8 Real Estate Purchase and Leaseback Agreement by and between
Michael G. Eyde, Landlord, and Big Buck, Tenant, dated
August 1, 1997 (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on August 12, 1997
(File No. 0- 20845)).
10.9 Lease Agreement by and between Michael G. Eyde, Landlord,
and Big Buck, Tenant, dated October 1, 1997 (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 23, 1998 (File No. 0-20845)).
10.10 Stock Option Agreement between Big Buck and Michael G. Eyde,
dated August 1, 1997 (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 23, 1998
(File No. 0-20845)).

40
<PAGE>

10.11 Amendment to Lease Agreement by and between Michael G. Eyde,
Landlord, and Big Buck, Tenant, dated January 26, 2000.
10.12 Common Stock Purchase Warrant issued by Big Buck to Michael
G. Eyde, dated January 26, 2000.
10.13 Limited Partnership Agreement by and among BBBP Management
Company, Bass Pro Outdoor World, L.P. and Big Buck, dated
November 5, 1998 (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on November 12, 1998
(File No. 0-20845)).
10.14 Shareholders' Agreement by and among BBBP Management
Company, Bass Pro Outdoor World, L.P. and Big Buck, dated
November 5, 1998 (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on November 12, 1998
(File No. 0-20845)).
10.15 Commercial Sublease Agreement by and between Bass Pro
Outdoor World, L.P. and Buck and Bass, L.P., dated November
5, 1998 (incorporated by reference to Big Buck's Quarterly
Report on Form 10-QSB, filed on November 12, 1998 (File No.
0-20845)).
10.16 Common Stock Purchase Warrant issued by Big Buck to Bass Pro
Outdoor World, L.P., dated November 5, 1998 (incorporated by
reference to Big Buck's Quarterly Report on Form 10-QSB,
filed on November 12, 1998 (File No. 0-20845)).
10.17 Loan Agreement dated November 20, 1998, by and between Big
Buck, Borrower, and Crestmark Bank, Lender (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 29, 1999 (File No. 0-20845)).
10.18 Real Estate Mortgage Note dated November 20, 1998, by and
between Big Buck, Borrower, and Crestmark Bank, Lender
(incorporated by reference to Big Buck's Annual Report on
Form 10-KSB, filed on March 29, 1999 (File No. 0-20845)).
10.19 Security Agreement dated November 20, 1998, by and between
Big Buck, Borrower, and Crestmark Bank, Lender (incorporated
by reference to Big Buck's Annual Report on Form 10-KSB,
filed on March 29, 1999 (File No. 0-20845)).
10.20 Amended and Restated Real Estate Mortgage Note dated July
27, 1999, by and between Big Buck, Borrower, and Crestmark
Bank, Lender (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on August 18, 1999
(File No. 0- 20845)).
10.21 Common Stock Purchase Warrant issued by Big Buck to Seger
Financial, Inc., dated November 20, 1998 (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 29, 1999 (File No. 0-20845)).
10.22 Stock Option Agreement between Big Buck and William F.
Rolinski, dated December 29, 1998 (incorporated by reference
to Big Buck's Annual Report on Form 10-KSB, filed on March
29, 1999 (File No. 0-20845)).
10.23 Stock Option Agreement between Big Buck and Gary J. Hewett,
dated December 29, 1998 (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 29, 1999
(File No. 0-20845)).
10.24 Stock Option Agreement between Big Buck and Anthony P.
Dombrowski, dated December 29, 1998 (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 29, 1999 (File No. 0-20845)).
10.25 Form of Warrant Agreement (including Form of Redeemable
Class A Warrant) (incorporated by reference to Big Buck's
Registration Statement on Form SB-2, filed on April 15, 1996
(File No. 333-3548)).
10.26 Form of Subscription and Investment Representation
Agreement, dated December 1995, between Big Buck and Pyramid
Partners, LP (including Form of Common Stock Purchase
Warrant) (incorporated by reference to Big Buck's
Registration Statement on Form SB-2, filed on April 15, 1996
(File No. 333-3548)).
10.27 Non-Exclusive Financing Agreement by and between Big Buck
and Private Equity, LLC, dated July 1, 1999.

41
<PAGE>

10.28 Consulting Agreement by and between Big Buck and Private
Equity, LLC, dated September 17, 1999.
10.29 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.30 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.31 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.32 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.33 Promissory Note in the principal amount of $37,232.28,
issued by Gary J. Hewett, Maker, to Big Buck, Payee, dated
June 30, 1999.
10.34 Promissory Note in the principal amount of $13,500.00,
issued by Gary J. Hewett, Maker, to Big Buck, Payee, dated
June 30, 1999.
10.35 Form of Subscription and Investment Representation Agreement
for 10% Convertible Subordinated Promissory Note (including
form of note).
10.36 Subscription and Investment Representation Agreement for 10%
Convertible Secured Promissory Note executed by Wayne County
Employees' Retirement System, dated February 4, 2000.
10.37 10% Convertible Secured Promissory Note in the principal
amount of $5,876,114.74, issued by Big Buck, Maker, to Wayne
County Employees' Retirement System, Payee, dated February
4, 2000.
10.38 Amended, Restated and Consolidated Convertible Note in the
principal amount of $1,623,885.26, issued by Big Buck,
Maker, to Wayne County Employees' Retirement System, Payee,
dated February 4, 2000.
10.39 Common Stock Purchase Warrant issued by Big Buck to Wayne
County Employees' Retirement System, dated February 4, 2000.
16 Letter on Change in Certifying Accountant (incorporated by
reference to Big Buck's Current Report on Form 8-K, filed on
January 4, 2000 (File No. 0-20845)).
21 Subsidiaries of Big Buck (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 29, 1999
(File No. 0-20845)).
23.1 Consent of Independent Public Accountants.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature page to Form
10-KSB).
27 Financial Data Schedule.
99 Cautionary Statement.

</TABLE>

(b) Reports on Form 8-K

On October 25, 1999, Big Buck filed a Current Report on Form 8-K
relating to its issuance of $650,000 principal amount of convertible
subordinated promissory notes. Big Buck filed no other Current
Reports on Form 8-K during the quarter ended January 2, 2000.

42
<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Gaylord, State of Michigan on March
31, 2000.

BIG BUCK BREWERY & STEAKHOUSE, INC.

By /s/ William F. Rolinski
----------------------------------------
William F. Rolinski
President and Chief Executive Officer
(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints William F. Rolinski and Anthony P. Dombrowski as his or
her true and lawful attorney-in-fact and agent, with full powers of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments to this report, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the SEC, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant, and in the capacities and on
the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William F. Rolinski President, Chief Executive Officer and March 31, 2000
- ------------------------------------ Director (Principal Executive Officer)
William F. Rolinski

/s/ Anthony P. Dombrowski Chief Financial Officer and Treasurer March 31, 2000
- ------------------------------------ (Principal Financial Officer and Principal
Anthony P. Dombrowski Accounting Officer)

/s/ Gary J. Hewett Chief Operating Officer, Executive Vice March 31, 2000
- ------------------------------------ President and Director
Gary J. Hewett

/s/ Thomas McNulty Director March 31, 2000
- ------------------------------------
Thomas McNulty

/s/ Joseph W. Muer Director March 31, 2000
- ------------------------------------
Joseph W. Muer

/s/ Blair A. Murphy, D.O. Director March 31, 2000
- ------------------------------------
Blair A. Murphy, D.O.

/s/ Henry T. Siwecki
- ------------------------------------ Director March 31, 2000
Henry T. Siwecki

/s/ Casimer I. Zaremba
- ------------------------------------ Director March 31, 2000
Casimer I. Zaremba
</TABLE>

43
<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description
- ------ -----------
<S> <C>
3.1 Restated Articles of Incorporation (incorporated by
reference to Big Buck's Current Report on Form 8-K, filed on
October 3, 1997 (File No. 0-20845)).
3.2 Amended and Restated Bylaws (incorporated by reference to
Big Buck's Registration Statement on Form SB-2, filed on
April 15, 1996 (File No. 333-3548)).
10.1 1996 Stock Option Plan (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 23, 1998
(File No. 0-20845)).
10.2 1996 Director Stock Option Plan (incorporated by reference
to Big Buck's Registration Statement on Form SB-2, filed on
April 15, 1996 (File No. 333-3548)).
10.3 1999 Employee Stock Purchase Plan (incorporated by reference
to Big Buck's Definitive Schedule 14A (Proxy Statement),
filed on October 26, 1999 (File No. 0-20845)).
10.4 Loan Agreement dated July 28, 1995, by and among Big Buck,
William F. Rolinski, Dr. Blair A. Murphy, Walter Zaremba,
Casimer I. Zaremba and NBD Bank (incorporated by reference
to Big Buck's Registration Statement on Form SB-2, filed on
April 15, 1996 (File No. 333-3548)).
10.5 Real Estate Purchase and Leaseback Agreement by and between
Eyde Brothers Development Co., Landlord, and Big Buck,
Tenant, dated April 11, 1997 (incorporated by reference to
Big Buck's Quarterly Report on Form 10-QSB, filed on May 9,
1997 (File No. 0-20845)).
10.6 Lease Agreement by and between Eyde Brothers Development
Co., Landlord, and Big Buck, Tenant, dated April 11, 1997
(incorporated by reference to Big Buck's Quarterly Report on
Form 10-QSB, filed on May 9, 1997 (File No. 0-20845)).
10.7 Amendment to Lease Agreement by and between Eyde Brothers
Development Co., Landlord, and Big Buck, Tenant, dated March
27, 2000.
10.8 Real Estate Purchase and Leaseback Agreement by and between
Michael G. Eyde, Landlord, and Big Buck, Tenant, dated
August 1, 1997 (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on August 12, 1997
(File No. 0- 20845)).
10.9 Lease Agreement by and between Michael G. Eyde, Landlord,
and Big Buck, Tenant, dated October 1, 1997 (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 23, 1998 (File No. 0-20845)).
10.10 Stock Option Agreement between Big Buck and Michael G. Eyde,
dated August 1, 1997 (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 23, 1998
(File No. 0-20845)).
[10.11 Amendment to Lease Agreement by and between Michael G. Eyde,
Landlord, and Big Buck, Tenant, dated January 26, 2000.
10.12 Common Stock Purchase Warrant issued by Big Buck to Michael
G. Eyde, dated January 26, 2000.
10.13 Limited Partnership Agreement by and among BBBP Management
Company, Bass Pro Outdoor World, L.P. and Big Buck, dated
November 5, 1998 (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on November 12, 1998
(File No. 0-20845)).
10.14 Shareholders' Agreement by and among BBBP Management
Company, Bass Pro Outdoor World, L.P. and Big Buck, dated
November 5, 1998 (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on November 12, 1998
(File No. 0-20845)).

44
<PAGE>

10.15 Commercial Sublease Agreement by and between Bass Pro
Outdoor World, L.P. and Buck and Bass, L.P., dated November
5, 1998 (incorporated by reference to Big Buck's Quarterly
Report on Form 10-QSB, filed on November 12, 1998 (File No.
0-20845)).
10.16 Common Stock Purchase Warrant issued by Big Buck to Bass Pro
Outdoor World, L.P., dated November 5, 1998 (incorporated by
reference to Big Buck's Quarterly Report on Form 10-QSB,
filed on November 12, 1998 (File No. 0-20845)).
10.17 Loan Agreement dated November 20, 1998, by and between Big
Buck, Borrower, and Crestmark Bank, Lender (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 29, 1999 (File No. 0-20845)).
10.18 Real Estate Mortgage Note dated November 20, 1998, by and
between Big Buck, Borrower, and Crestmark Bank, Lender
(incorporated by reference to Big Buck's Annual Report on
Form 10-KSB, filed on March 29, 1999 (File No. 0-20845)).
10.19 Security Agreement dated November 20, 1998, by and between
Big Buck, Borrower, and Crestmark Bank, Lender (incorporated
by reference to Big Buck's Annual Report on Form 10-KSB,
filed on March 29, 1999 (File No. 0-20845)).
10.20 Amended and Restated Real Estate Mortgage Note dated July
27, 1999, by and between Big Buck, Borrower, and Crestmark
Bank, Lender (incorporated by reference to Big Buck's
Quarterly Report on Form 10-QSB, filed on August 18, 1999
(File No. 0- 20845)).
10.21 Common Stock Purchase Warrant issued by Big Buck to Seger
Financial, Inc., dated November 20, 1998 (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 29, 1999 (File No. 0-20845)).
10.22 Stock Option Agreement between Big Buck and William F.
Rolinski, dated December 29, 1998 (incorporated by reference
to Big Buck's Annual Report on Form 10-KSB, filed on March
29, 1999 (File No. 0-20845)).
10.23 Stock Option Agreement between Big Buck and Gary J. Hewett,
dated December 29, 1998 (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 29, 1999
(File No. 0-20845)).
10.24 Stock Option Agreement between Big Buck and Anthony P.
Dombrowski, dated December 29, 1998 (incorporated by
reference to Big Buck's Annual Report on Form 10-KSB, filed
on March 29, 1999 (File No. 0-20845)).
10.25 Form of Warrant Agreement (including Form of Redeemable
Class A Warrant) (incorporated by reference to Big Buck's
Registration Statement on Form SB-2, filed on April 15, 1996
(File No. 333-3548)).
10.26 Form of Subscription and Investment Representation
Agreement, dated December 1995, between Big Buck and Pyramid
Partners, LP (including Form of Common Stock Purchase
Warrant) (incorporated by reference to Big Buck's
Registration Statement on Form SB-2, filed on April 15, 1996
(File No. 333-3548)).
10.27 Non-Exclusive Financing Agreement by and between Big Buck
and Private Equity, LLC, dated July 1, 1999.
10.28 Consulting Agreement by and between Big Buck and Private
Equity, LLC, dated September 17, 1999.
10.29 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.30 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.31 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.32 Common Stock Purchase Warrant issued by Big Buck to Private
Equity, LLC, dated September 17, 1999.
10.33 Promissory Note in the principal amount of $37,232.28,
issued by Gary J. Hewett, Maker, to Big Buck, Payee, dated
June 30, 1999.

45
<PAGE>

10.34 Promissory Note in the principal amount of $13,500.00,
issued by Gary J. Hewett, Maker, to Big Buck, Payee, dated
June 30, 1999.
10.35 Form of Subscription and Investment Representation Agreement
for 10% Convertible Subordinated Promissory Note (including
form of note).
10.36 Subscription and Investment Representation Agreement for 10%
Convertible Secured Promissory Note executed by Wayne County
Employees' Retirement System, dated February 4, 2000.
10.37 10% Convertible Secured Promissory Note in the principal
amount of $5,876,114.74, issued by Big Buck, Maker, to Wayne
County Employees' Retirement System, Payee, dated February
4, 2000.
10.38 Amended, Restated and Consolidated Convertible Note in the
principal amount of $1,623,885.26, issued by Big Buck,
Maker, to Wayne County Employees' Retirement System, Payee,
dated February 4, 2000.
10.39 Common Stock Purchase Warrant issued by Big Buck to Wayne
County Employees' Retirement System, dated February 4, 2000.
16 Letter on Change in Certifying Accountant (incorporated by
reference to Big Buck's Current Report on Form 8-K, filed on
January 4, 2000 (File No. 0-20845)).
21 Subsidiaries of Big Buck (incorporated by reference to Big
Buck's Annual Report on Form 10-KSB, filed on March 29, 1999
(File No. 0-20845)).
23.1 Consent of Independent Public Accountants.
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on signature page to Form
10-KSB).
27 Financial Data Schedule.
99 Cautionary Statement.

</TABLE>

<PAGE>

EXHIBIT 10.7

AMENDMENT
TO
LEASE AGREEMENT

THIS AMENDMENT is made and entered into this 27th day of March, 2000, by
and between Eyde Brothers Development Company ("Landlord") and Big Buck Brewery
& Steakhouse, Inc. ("Tenant").

R E C I T A L S:

WHEREAS, the Landlord and the Tenant entered into a Real Estate Purchase
and Leaseback Agreement, dated April 11, 1997, relating to the premises, legally
described therein, at 2500 28th St. SE, Grand Rapids, Michigan (the "Grand
Rapids Site");

WHEREAS, the Landlord and the Tenant entered into a Lease Agreement (the
"Lease Agreement"), dated April 11, 1997, pursuant to which the Landlord leases
to the Tenant and the Tenant rents from the Landlord the Grand Rapids Site;

WHEREAS, the Landlord and the Tenant desire to enter into an agreement
pursuant to which the Landlord will waive its right to require the Tenant to
repurchase the Grand Rapids Site based upon Gross Sales (as defined in the Lease
Agreement) during any of the first three Lease Years (as defined in the Lease
Agreement) in consideration of the Tenant's agreement (i) to lower the amount of
Gross Sales upon which the percentage rent depends and (ii) to shorten the
period of time during which Gross Sales may trigger the repurchase obligation in
the future.

NOW, THEREFORE, in consideration of the premises and agreement set forth
herein, the parties hereto agree as follows:

1. WAIVER. The Landlord waives its right to require the Tenant to
repurchase the Grand Rapids Site based upon Gross Sales during any
of the first three Lease Years.

2. PERCENTAGE RENT. Paragraph F of the Data Sheet contained within the
Lease Agreement is restated as follows: "PERCENTAGE RENT: Five
percent (5%) of Gross Sales on Gross Sales in excess of $1,500,000."

2. REPURCHASE OBLIGATION. The first sentence of Section 3.3(b) of the
Lease Agreement is restated as follows: "Commencing April 11, 2000,
in the event that Gross Sales shall not exceed $1,500,000 annually
for any full Lease Year during the remaining term of the Lease, then
Tenant shall be obligated to repurchase the Premises from Landlord,
upon Landlord's written request, within one hundred eighty (180)
days after receipt of such request from Landlord."

[SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first above written.

LANDLORD: TENANT:

EYDE BROTHERS DEVELOPMENT COMPANY BIG BUCK BREWERY & STEAKHOUSE, INC.

By /s/ Michael G. Eyde By /s/ William F. Rolinski
---------------------------------- ------------------------------------
Michael G. Eyde William F. Rolinski
Owner President and Chief Executive Officer

<PAGE>

EXHIBIT 10.11

AMENDMENT
TO
LEASE AGREEMENT

THIS AMENDMENT is made and entered into this 26th day of January, 2000, by
and between Michael G. Eyde ("Landlord") and Big Buck Brewery & Steakhouse, Inc.
("Tenant").

R E C I T A L S:

WHEREAS, the Landlord and the Tenant entered into a Real Estate Purchase
and Leaseback Agreement, dated August 1, 1997, relating to the premises, legally
described therein, at 2550 Takata Drive, Auburn Hills, Michigan 49501 (the
"Auburn Hills Site");

WHEREAS, the Landlord and the Tenant entered into a Lease Agreement (the
"Lease Agreement"), dated October 1, 1997, pursuant to which the Landlord leases
to the Tenant and the Tenant rents from the Landlord the Auburn Hills Site;

WHEREAS, the Landlord and the Tenant desire to enter into an agreement
pursuant to which the Landlord will provide the Tenant with the estoppel letter
required to enable the Tenant to pursue a pending transaction in consideration
of the Tenant's agreement (i) to extend the duration of the Landlord's Sale
Option (as defined in the Lease Agreement) from three years to four years and
(ii) to adjust the denominator in the formula used to calculate the number of
shares issuable upon the Landlord's exercise of the Stock Option (as defined in
the Lease Agreement) from $5.00 to $4.00.

NOW, THEREFORE, in consideration of the premises and agreement set forth
herein, the parties hereto agree as follows:

1. ESTOPPEL LETTER. The Landlord will provide the Tenant, concurrent
with the execution of this Amendment, an estoppel letter in the form
attached hereto as Exhibit A.

2. OPTION TO SELL. The first sentence of Article 16.2(a) of the Lease
Agreement shall be restated as follows: "Landlord shall have the
right to require Tenant to purchase the Premises from Landlord
("Sale Option") by giving written notice from Landlord to Tenant
(the "Sale Option Notice") given at any time prior to the end of the
fourth full Lease Year of the term of the Lease." The first sentence
of Article 16.2(c) of the Lease Agreement shall be restated as
follows: "The Stock Option shall entitle Landlord to acquire a
number of shares of common stock of the Tenant determined by
dividing (i) the aggregate amount of the Purchase Price for the
Premises to be canceled by (ii) $4.00." The first sentence of
Article 16.2(d)(1) of the Lease Agreement shall be restated as
follows: "The Stock Option may be exercised only upon Landlord's
exercise of the Sale Option during the period (the "Exercise
Period") beginning on the date of the execution of this Lease and
ending on the fourth anniversary of this Lease, upon which it shall
expire." The first phrase of Article 16.2(f)(2)(c) shall be restated
as follows: "Landlord shall deliver to the Tenant an acknowledgment
in writing that the shares have not been registered pursuant to the
Securities Act of 1933 or any applicable state securities law..."

[SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date first above written.

LANDLORD: TENANT:
MICHAEL G. EYDE BIG BUCK BREWERY & STEAKHOUSE, INC.

/s/Michael G. Eyde By /s/ William F. Rolinski
- ---------------------------- -------------------------------------
Michael G. Eyde William F. Rolinski
President and Chief Executive Officer

<PAGE>

EXHIBIT 10.12

NO SALE, OFFER TO SELL OR TRANSFER OF THESE SECURITIES SHALL BE MADE WITHOUT (i)
THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE, OFFER, OR
TRANSFER MAY BE MADE WITHOUT REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) SUCH REGISTRATION OR
QUALIFICATION.

BIG BUCK BREWERY & STEAKHOUSE, INC.
COMMON STOCK PURCHASE WARRANT

Big Buck Brewery & Steakhouse, Inc., a Michigan corporation (the
"Company"), hereby agrees that, for value received, MICHAEL G. EYDE or his
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company at any time or from time to time before 5:00 p.m., Minneapolis,
Minnesota time, on January 26, 2003, Twenty-Five Thousand (25,000) shares of the
Company's Common Stock at an exercise price of One Dollar and Eighty-One and
One-Quarter Cents ($1.8125) per share (the "Warrant Shares").

1. EXERCISE OF WARRANT. The purchase rights granted by this Warrant shall
be exercised by the holder surrendering this Warrant with the Warrant Exercise
Form attached hereto duly executed by such holder, to the Company at its
principal office, accompanied by payment, in cash, by cashier's check payable to
the order of the Company or by wire transfer to an account specified by the
Company, of the purchase price payable in respect of the Warrant Shares being
purchased. If less than all of the Warrant Shares purchasable hereunder are
purchased, the Company will, upon such exercise, execute and deliver to the
holder hereof a new Warrant evidencing the number of Warrant Shares not so
purchased. As soon as practicable after the exercise of this Warrant and payment
of the purchase price, the Company will cause to be issued in the name of and
delivered to the holder hereof, or as such holder may direct, a certificate or
certificates representing the Warrant Shares purchased upon such exercise. The
Company may require that such certificate or certificates contain on the face
thereof a legend substantially as follows:

No sale, offer to sell or transfer of the shares represented by this
certificate shall be made without (i) the opinion of counsel satisfactory
to the Company that such sale, offer, or transfer may be made without
registration or qualification under the Securities Act and applicable
state securities laws or (ii) such registration or qualification.

2. NEGOTIABILITY AND TRANSFER. This Warrant is issued upon the following
terms, to which each holder hereof consents and agrees:

(a) This Warrant may not be sold, transferred, assigned or
hypothecated without (i) the opinion of counsel satisfactory to the
Company that such sale, offer, or transfer may be made without
registration or qualification under the Securities Act and applicable
state securities laws or (ii) such registration or qualification.

(b) Until this Warrant is duly transferred on the books of the
Company, the Company may treat the registered holder of this Warrant as
absolute owner hereof for all purposes without being affected by any
notice to the contrary.

(c) Each successive holder of this Warrant, or of any portion of the
rights represented hereby, shall be bound by the terms and conditions set
forth herein.

<PAGE>

immediately prior to the subdivision, combination, or record date for such
dividend payable in Common Stock shall forthwith be proportionately increased,
in the case of combination, or proportionately decreased, in the case of
subdivision or declaration of a dividend payable in Common Stock, and the number
of Warrant Shares purchasable upon exercise of this Warrant immediately
preceding such event, shall be changed to the number determined by dividing the
then current exercise price by the exercise price as adjusted after such
subdivision, combination, or dividend payable in Common Stock and multiplying
the result of such division against the number of Warrant Shares purchasable
upon the exercise of this Warrant immediately preceding such event, so as to
achieve an exercise price and number of Warrant Shares purchasable after such
event proportional to such exercise price and number of Warrant Shares
purchasable immediately preceding such event. All calculations hereunder shall
be made to the nearest cent or to the nearest one-hundredth of a share, as the
case may be. No fractional Warrant Shares are to be issued upon the exercise of
this Warrant, but the Company shall pay a cash adjustment in respect of any
fraction of a share which would otherwise be issuable in an amount equal to the
same fraction of the market price per share of Common Stock on the day of
exercise as determined in good faith by the Company. In case of any capital
reorganization or any reclassification of the shares of Common Stock of the
Company, or in the case of any consolidation with or merger of the Company into
or with another corporation, or the sale of all or substantially all of its
assets to another corporation, which is effected in such a manner that the
holders of Common Stock shall be entitled to receive stock, securities, or
assets with respect to or in exchange for Common Stock, then, as a part of such
reorganization, reclassification, consolidation, merger, or sale, as the case
may be, lawful provision shall be made so that the holder of the Warrant shall
have the right thereafter to receive, upon the exercise hereof, the kind and
amount of shares of stock or other securities or property which the holder would
have been entitled to receive if, immediately prior to such reorganization,
reclassification, consolidation, merger, or sale, the holder had held the number
of Warrant Shares which were then purchasable upon the exercise of the Warrant.
In any such case, appropriate adjustment (as determined in good faith by the
Board of Directors of the Company) shall be made in the application of the
provisions set forth herein with respect to the rights and interest thereafter
of the holder of the Warrant, to the end that the provisions set forth herein
(including provisions with respect to adjustments of the exercise price) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
shares of stock or other property thereafter deliverable upon the exercise of
the Warrant.

4. NOTICE OF CORPORATE ACTION. If at any time:

(a) The Company shall pay any dividend upon its Common Stock payable
in stock or make any distribution (other than a cash dividend) to the
holders of its Common Stock;

(b) The Company shall offer for subscription purposes to the holders
of its 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; or

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

then, the Company shall give notice to the holder hereof of the date on which
(i) the books of the Company shall close or a record shall be taken for each
stock dividend, distribution or subscription rights or (ii) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place, as the case may be. Such notice shall also specify
the date as of which the holders of the Common Stock of record shall participate
in such dividend, distribution or subscription rights or shall 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, as the case may be. Such written notice shall be
given at least twenty

2
<PAGE>

(20) days prior to the action in question and not less than twenty (20) days
prior to the date on which the Company's transfer books are closed in respect
thereto.

5. NOTICES. All notices and other communications in connection with this
Warrant must be in writing and, except as otherwise provided herein, will be
deemed to have been duly given (i) when mailed by certified or registered mail,
postage prepaid, return receipt requested, (ii) when sent by facsimile, with
written confirmation of receipt, or (iii) when delivered to the addressee if
sent by a nationally recognized overnight delivery service (receipt requested).
Any notice required or permitted to be given to the holder of this Warrant shall
be mailed, sent or delivered to the registered holder of the Warrant at his or
her last known post office address or facsimile number appearing on the books of
the Company.

6. RESERVATION OF COMMON STOCK. The Company will at all times reserve and
keep available such number of its authorized but unissued shares of Common Stock
as will be sufficient to permit the exercise in full of this Warrant.

7. MISCELLANEOUS. Whenever reference is made herein to the issue or sale
of shares of Common Stock, the term "Common Stock" shall include any stock of
any class of the Company other than preferred stock that has a fixed limit on
dividends or a payment preference in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company. The Company will not, by
amendment of its Articles of Incorporation or through reorganization,
consolidation, merger, dissolution, or sale of assets, or by any other voluntary
act or deed, avoid or seek to avoid the observance or performance of any of the
covenants, stipulations, or conditions to be observed or performed hereunder by
the Company, but will, at all times in good faith, assist, insofar as it is
able, in the carrying out of all provisions hereof and in the taking of all
other action which may be necessary in order to protect the rights of the holder
hereof against dilution. The representations, warranties, and agreements herein
contained shall survive the exercise of this Warrant. References to the "holder
of" include the immediate holder of Warrant Shares purchased on the exercise of
this Warrant, and the word "holder" shall include the plural thereof. This
Common Stock Purchase Warrant shall be interpreted under the laws of the State
of Michigan. All Warrant Shares or other securities issued upon the exercise of
the Warrant shall be validly issued, fully paid and nonassessable.
Notwithstanding anything contained herein to the contrary, the holder of this
Warrant shall not be deemed a shareholder of the Company for any purpose
whatsoever until and unless this Warrant is duly exercised.

IN WITNESS WHEREOF, the undersigned has caused this Warrant to be signed
by its duly authorized officer this 26th day of January, 2000.

BIG BUCK BREWERY & STEAKHOUSE, INC.

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

3
<PAGE>

WARRANT EXERCISE FORM

To be signed only upon exercise of Warrant.

The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, __________ of the Warrant Shares of Big Buck Brewery &
Steakhouse, Inc. to which such Warrant relates and herewith makes payment of
$__________ therefor in cash, by cashier's check payable to the order of the
Company or by wire transfer to an account specified by the Company, and requests
that such Warrant Shares be issued and be delivered to the address for which is
set forth below the signature of the undersigned.

Dated:________________________

_____________________________________
(Taxpayer's I.D. Number)

_____________________________________
(Signature)

_____________________________________
(Address)

4
<PAGE>

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto _______________________________ the right to purchase Warrant Shares of Big
Buck Brewery & Steakhouse, Inc. to which the within Warrant relates and appoints
_____________________________, attorney, to transfer said right on the books of
such corporation with full power of substitution in the premises.

Dated:___________________________

_____________________________________
(Signature)

_____________________________________
(Address)

<PAGE>

EXHIBIT 10.27

July 1, 1999

Mr. William F. Rolinski
President/CEO
Big Buck Brewery & Steakhouse, Inc.
P.O. Box 1430
550 South Wisconsin Street
Gaylord, MI 49734-5430

Re: NON-EXCLUSIVE FINANCING FOR BIG BUCK BREWERY & STEAKHOUSE, INC.

Dear Mr. Rolinski:

This letter of intent sets forth the preliminary terms and conditions
under which Private Equity ("Private Equity") would be willing to engage in the
debt financing and/or syndication of certain properties owned by Big Buck
Brewery & Steakhouse, Inc. and/or its affiliates ("Big Buck") and is not
intended to be a binding agreement except as described in paragraph 11 below.
Exhibit A, attached hereto and by this reference made a part hereof, describes
the Big Buck properties subject to this agreement.

1. SERVICES PROVIDED. Private Equity shall provide the following investment
banking services, as appropriate and necessary to complete the
transaction:

A. We will provide advice, recommendations and introductions regarding
financing options, market conditions and program structure. We will
assist in arranging up to $10,500,000 in term debt financing.

B. We will assemble with your cooperation and package the appropriate
documentation for use in funding the proposed financing package
detailing the proposed terms and conditions.

2. NON-EXCLUSIVITY. Big Buck and its affiliates agree to inform Private
Equity of any other firms or organizations that may be involved in raising
debt financing and supply a list of contacts so there will be no
duplication of work. This is a non-exclusive agreement between parties and
is recognized as such.

3. EXPENSES. Big Buck shall bear all reasonable costs and expenses approved
by Big Buck incident to the issuance of this debt financing, including but
not limited to: (as applicable) all costs and outside counsel fees
including the fees and expenses of our outside consultants; appraisals;
engineering and environmental reports; fees and expenses of counsel for
Private Equity.

4. COMPENSATION. Private Equity will collect a fee of five percent (5%) of
the total amount of the term funds. It is stipulated and agreed that such
compensation shall be deemed fully "earned" and payable immediately upon
your closing of debt funds.

5. DISCLOSURE/DUE DILIGENCE. Big Buck agrees to provide Private Equity and/or
its consultants with all information, including up-to-date financial data
on its operations. All such information shall be furnished in a timely
manner and shall be complete and accurate to the best of Big Buck's
knowledge. Big Buck authorizes Private Equity, its affiliates and/or
assigns to commence due diligence investigations, which in Private
Equity's

<PAGE>
Mr. William F. Rolinski
July 1, 1999
Page 2

judgement would be required to complete the transaction. Big Buck will
allow prospective investors or participants the opportunity to ask
questions concerning the operations and financial statements as necessary.

6. CONFIDENTIALITY. Private Equity agrees to keep confidential all
information concerning Big Buck's business including but not limited to
its methods of operation, forms, correspondence and writings concerning
Big Buck's business disclosed in connection with this transaction
provided, however, that Private Equity may provide prospective
underwriters, selling group participants and/or investors information
which in Private Equity's judgment may be reasonably required by those
parties in making an informed investment decision. Big Buck agrees to keep
confidential any information concerning Private Equity's business
including Private Equity's industry contacts which it may introduce to Big
Buck without exception whatsoever.

7. TERM/NONCIRCUMVENTION. This agreement shall remain in full force and
effect for a period of one (1) year following the date of this letter,
unless otherwise terminated by either party as provided in paragraph 11
herein. Except as noted herein, during the term of this agreement, Big
Buck will not directly or indirectly attempt to complete similar
transactions with prospective investors introduced to Big Buck by Private
Equity. If such transaction is undertaken, Big Buck will pay Private
Equity, its affiliates or assigns, compensation as provided in paragraph 4
above, irrespective of Private Equity's involvement in such undertaking.

8. INDEMNIFICATION. Big Buck agrees to indemnify and hold harmless Private
Equity, its officers, directors, employees and affiliates against any
loss, claims, damages, and other liabilities, costs and expenses as may be
incurred (including without limitation, reasonable legal expenses) in
connection with any negligent or intentional or willful misrepresentation
by Big Buck. However, Big Buck will not be liable under this paragraph to
the extent that any loss, claim, damage or liability are finally
determined by a court of competent jurisdiction to have been the result of
gross negligence, willful misconduct, or intentional misrepresentation on
the part of Private Equity, its employees or affiliates; in which case
Private Equity shall similarly indemnify Big Buck.

9. TERMINATION/SURVIVAL. Either Big Buck or Private Equity may elect to
terminate this agreement as follows for any reason with sixty (60) days'
advance notice each to the other: (A) Should Big Buck unilaterally elect
to terminate the agreement. Big Buck agrees to pay its own expenses and
all other fees and expenses incurred pursuant to this letter, in
particular paragraph 3 above. (B) Should Private Equity unilaterally
terminate this agreement, it shall release Big Buck from its
noncircumvention obligations in paragraph 7 above, provided it receives
payment-in-full for all unreimbursed expenses it may have incurred to the
effective date of the termination, pursuant with paragraph 3 above. Except
as otherwise provided herein, requirements of confidentiality,
indemnification, and noncircumvention in paragraphs 6, 7, and 8 above,
shall survive termination of this agreement.

10. INTEGRATION. This letter contains all understandings and agreements of the
parties and supercedes any and all prior communication between the
parties, oral and written, and may be amended only by writing and signed
by both parties. While Private Equity has described in general the
features and costs of the proposed financing, the precise terms and
conditions and costs are subject to change based on market conditions and
the requirements of other parties as may be necessary to complete the
offering.

11. BINDING AGREEMENT, NOT A COMMITMENT. This letter shall be a binding
agreement with respect to paragraphs 2, 3, 4, 6, 7 and 8 but shall not
obligate Private Equity to take any action or execute any agreement until
it has reviewed all the financial and other information and, in its sole
discretion, deems

<PAGE>
Mr. William F. Rolinski
July 1, 1999
Page 3

them to be acceptable and appropriate to undertake an offering. Nothing in
this agreement shall be construed as a commitment to underwrite or
distribute securities. Such an undertaking can only be made after
completion of the due diligence process, preparation of appropriate
documentation and successful establishment of a selling group.

12. NOTICE. Any notice to be given pursuant to this agreement may be effected
in writing by personal delivery, or by Certified U.S. Mail, addressed to
the other party at the address shown below. Service by mail shall be
deemed effective at the expiration of the fifth business day after
mailing. Each party may designate a substitute address by giving written
notice to the other party. Mailed notices shall be addressed as follows:

PRIVATE EQUITY 20550 Vernier Road, Suite 100
Harper Woods, Michigan 48225
ATTN: E. Michael Coleman, Director, Capital Markets

BIG BUCK P.O. Box 1430
550 South Wisconsin Street
Gaylord, Michigan 49734-5430
ATTN: William F. Rolinski, President/CEO

13. MISCELLANEOUS. In the event of a dispute under this agreement, the parties
agree to submit to binding arbitration under the rules established by the
American Arbitration Association. The prevailing party will be entitled to
receive reimbursement for all legal expenses and costs of enforcing this
agreement. This agreement shall be governed by the laws of the state of
Michigan.

14. EXECUTION IN COUNTERPARTS. This letter may be executed in any number of
counterparts, each of which shall be deemed an original, but such
counterparts together constitute only one and the same instrument. The
parties also agree that a duly executed counterpart transmitted by
facsimile shall have the same force and effect as the signed original.

<PAGE>
Mr. William F. Rolinski
July 1, 1999
Page 4

This letter is solely for the benefit of the parties and may not be relied
upon by any other person or entity. If this letter correctly sets forth your
understanding of our agreement, please indicate your acceptance by signing and
returning to us the enclosed copy of this letter before July 2, 1999.

Very truly yours,

PRIVATE EQUITY LLC

/s/ E. Michael Coleman
-----------------------------
E. Michael Coleman
Director, Capital Markets

AGREEMENT ACCEPTED AND
AUTHORIZATION GIVEN TO PROCEED BY:

/s/ William F. Rolinski July 2, 1999
- ------------------------------------ -----------------------------
William F. Rolinski, President/CEO Date
Big Buck Brewery & Steakhouse, Inc.

<PAGE>

EXHIBIT A

DEBT FINANCING

Term: To Be Determined
Amount: To Be Determined
Interest Rate: To Be Determined

A-1

<PAGE>

EXHIBIT 10.28

September 17, 1999

Mr. William F. Rolinski
President/CEO
Big Buck Brewery & Steakhouse, Inc.
P.O. Box 1430
550 South Wisconsin Street
Gaylord, MI 49734-5430

Re: CONSULTING SERVICES

Dear Mr. Rolinski:

This letter sets forth the terms and conditions under which Private Equity
("Private Equity") would be willing to engage in consulting services for Big
Buck Brewery & Steakhouse, Inc. ("Big Buck") on a nonexclusive basis.

1. SERVICES PROVIDED. Private Equity shall provide the following investment
banking services, as appropriate and necessary:

A. We will provide advice, recommendations and introductions regarding
financing options, market conditions, program structure and
strategic options, including acquisitions and mergers.

B. We will assemble and package the appropriate documentation, with
your cooperation, for use in presentations to shareholders and
investors which will consist of an updated business plan.

C. With The Lefko Group, we will analyze Big Buck and provide a
detailed plan as to cost savings that can be implemented.

D. We will introduce Big Buck to brokerage firms, market makers, and
other strategic investors. Private Equity will maintain regular
contact with these firms/investors to update them as to Big Buck's
performance and future activity. We will provide Big Buck with
weekly updates as to our contacts.

E. We will work closely with the Board of Directors and executive
management to increase the financial stability of the company and
present a strategic plan to accomplish the same to executive
management within 60 days of the date of this letter.

2. EXPENSES. Big Buck shall bear all reasonable costs and expenses approved
by Big Buck that are incidental to Private Equity's consulting efforts,
including appraisals; engineering and environmental reports; fees and
expenses of counsel for Private Equity and Big Buck. In all cases, Private
Equity will obtain written authorization from Big Buck prior to incurring
any third party expenses. Private Equity shall provide an itemized invoice
each month to Big Buck for the previous month's costs and expenses.

3. COMPENSATION. Upon execution of this agreement, Private Equity will
receive an unregistered warrant to purchase 150,000 shares of Big Buck
common stock at an exercise price of $2.00 per share with an expiration
date of October 1, 2002. Exhibit A, attached hereto and by this reference
made a part hereof, sets forth the vesting of this warrant. In addition,
upon execution of this agreement, Big Buck shall issue an unregistered

<PAGE>
Mr. William F. Rolinski
September 17, 2000
Page 2

warrant to purchase 50,000 shares of Big Buck common stock at an exercise
price of 1.625 per share with an expiration date of October 1, 2002. Such
warrant shall immediately vest.

4. DISCLOSURE. Big Buck agrees to provide Private Equity and/or its
consultants with all information, including up-to-date financial data on
its operations. All such information shall be furnished in a timely manner
and shall be complete and accurate to the best of Big Buck's knowledge.
Big Buck will allow prospective investors or lenders the opportunity to
ask questions concerning the operations and financial statements as
necessary. The executive management of Big Buck may be required to attend
meetings and conference calls in this respect. Big Buck will disclose to
Private Equity sources for capital that Big Buck has initiated presently
and any additional contacts made during the term of this agreement.
Private Equity will communicate all meetings, discussions and
presentations made to third parties on behalf of Big Buck as provided in
Section 1(D).

5. CONFIDENTIALITY. Private Equity agrees to keep confidential all
information concerning Big Buck's business including, but not limited to,
its methods of operation, forms, correspondence and writings concerning
Big Buck's business disclosed in connection with this transaction. Big
Buck agrees to keep confidential any information concerning Private
Equity's business, including Private Equity's industry contacts which it
may introduce to Big Buck, other than as required by law.

6. TERM. This agreement shall remain in full force and effect until October
1, 2003, unless otherwise terminated by either party after 30 days'
notice. Outstanding warrants not vested at the time of termination of this
agreement shall immediately expire upon termination of this agreement.

7. INDEMNIFICATION. Big Buck agrees to indemnify and hold harmless Private
Equity, its officers, directors, employees and affiliates against any
loss, claims, damages, and other liabilities, costs and expenses as may be
incurred (including without limitation, reasonable legal expenses) in
connection with any negligent or intentional or willful misrepresentation
by Big Buck. However, Big Buck will not be liable under this paragraph to
the extent that any loss, claim, damage or liability are finally
determined by a court of competent jurisdiction to have been the result of
negligence, willful misconduct, or intentional misrepresentation on the
part of Private Equity, its employees or affiliates; in which case Private
Equity shall similarly indemnify Big Buck.

8. JON AHLBRAND. The parties hereto recognize that Jon Ahlbrand is an
integral part of this agreement. If Jon Ahlbrand ceases to be a member of
Private Equity, Big Buck shall have the right to terminate this agreement
required without the notice under Section 6. Outstanding warrants not
vested at the time of termination of this agreement shall immediately
expire upon termination of this agreement.

9. INTEGRATION. This letter contains all understandings and agreements of the
parties and supercedes any and all prior communications between the
parties, oral and written, with the exception of Non-Exclusive Financing
Agreement dated July 1, 1999, and may be amended only by writing and
signed by both parties.

10. BINDING AGREEMENT, NOT A COMMITMENT. This letter shall be a binding
agreement when executed by the parties.

11. NOTICE. Any notice to be given pursuant to this agreement may be effected
in writing by personal delivery, facsimile or by Certified U.S. Mail
addressed to the other party at the address shown below. Service by mail
shall be deemed effective at the expiration of the fifth business day
after mailing. Each

<PAGE>
Mr. William F. Rolinski
September 17, 2000
Page 3

party may designate a substitute address by giving written notice to the
other party. Mailed notices shall be addressed as follows:

PRIVATE EQUITY 20550 Vernier Road, Suite 100
Harper Woods, Michigan 48225
ATTN: E. Michael Coleman, Director, Capital Markets

BIG BUCK P.O. Box 1430
550 South Wisconsin Street
Gaylord, Michigan 49734-5430
ATTN: William F. Rolinski, President/CEO

12. MISCELLANEOUS. In the event of a dispute under this agreement, the parties
agree to submit to binding arbitration under the rules established by the
American Arbitration Association. The prevailing party will be entitled to
receive reimbursement for all legal expenses and costs of enforcing this
agreement. This agreement shall be governed by the laws of the state of
Michigan.

13. EXECUTION IN COUNTERPARTS. This letter may be executed in any number of
counterparts, each of which shall be deemed an original, but such
counterparts together constitute only one and the same instrument. The
parties also agree that a duly executed counterpart transmitted by
facsimile shall have the same force and effect as the signed original.

Very truly yours,

PRIVATE EQUITY LLC

/s/ E. Michael Coleman
----------------------------
E. Michael Coleman
Director, Capital Markets

AGREEMENT ACCEPTED AND
AUTHORIZATION GIVEN TO PROCEED BY:

/s /William F. Rolinski September 21, 1999
- ----------------------------------- ----------------------------
William F. Rolinski, President/CEO Date:
Big Buck Brewery & Steakhouse, Inc.

<PAGE>

EXHIBIT A

WARRANT VESTING SCHEDULE

50,000 Shares when stock attains and closes on The Nasdaq Stock Market at a
price of four dollars ($4.00) for ten (10) consecutive business days.

50,000 Shares when stock attains and closes on The Nasdaq Stock Market at a
price of five dollars ($5.00) for ten (10) consecutive business days.

50,000 Shares when stock attains and closes on The Nasdaq Stock Market at a
price of six dollars ($6.00) for ten (10) consecutive business days.

A-1

<PAGE>

EXHIBIT 10.29

BIG BUCK BREWERY & STEAKHOUSE, INC.
COMMON STOCK PURCHASE WARRANT

2. NEGOTIABILITY AND TRANSFER. This Warrant is issued upon the following
terms, to which each holder hereof consents and agrees:

(c) Each successive holder of this Warrant, or of any portion of the
rights represented hereby, shall be bound by the terms and conditions set
forth herein.

<PAGE>

3. ANTIDILUTION ADJUSTMENTS. If the Company shall at any time hereafter
subdivide or combine its outstanding shares of Common Stock, or declare a
dividend payable in Common Stock, the exercise price in effect immediately prior
to the subdivision, combination, or record date for such dividend payable in
Common Stock shall forthwith be proportionately increased, in the case of
combination, or proportionately decreased, in the case of subdivision or
declaration of a dividend payable in Common Stock, and the number of Warrant
Shares purchasable upon exercise of this Warrant immediately preceding such
event, shall be changed to the number determined by dividing the then current
exercise price by the exercise price as adjusted after such subdivision,
combination, or dividend payable in Common Stock and multiplying the result of
such division against the number of Warrant Shares purchasable upon the exercise
of this Warrant immediately preceding such event, so as to achieve an exercise
price and number of Warrant Shares purchasable after such event proportional to
such exercise price and number of Warrant Shares purchasable immediately
preceding such event. All calculations hereunder shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be. No
fractional Warrant Shares are to be issued upon the exercise of this Warrant,
but the Company shall pay a cash adjustment in respect of any fraction of a
share which would otherwise be issuable in an amount equal to the same fraction
of the market price per share of Common Stock on the day of exercise as
determined in good faith by the Company. In case of any capital reorganization
or any reclassification of the shares of Common Stock of the Company, or in the
case of any consolidation with or merger of the Company into or with another
corporation, or the sale of all or substantially all of its assets to another
corporation, which is effected in such a manner that the holders of Common Stock
shall be entitled to receive stock, securities, or assets with respect to or in
exchange for Common Stock, then, as a part of such reorganization,
reclassification, consolidation, merger, or sale, as the case may be, lawful
provision shall be made so that the holder of the Warrant shall have the right
thereafter to receive, upon the exercise hereof, the kind and amount of shares
of stock or other securities or property which the holder would have been
entitled to receive if, immediately prior to such reorganization,
reclassification, consolidation, merger, or sale, the holder had held the number
of Warrant Shares which were then purchasable upon the exercise of the Warrant.
In any such case, appropriate adjustment (as determined in good faith by the
Board of Directors of the Company) shall be made in the application of the
provisions set forth herein with respect to the rights and interest thereafter
of the holder of the Warrant, to the end that the provisions set forth herein
(including provisions with respect to adjustments of the exercise price) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
shares of stock or other property thereafter deliverable upon the exercise of
the Warrant.

4. NOTICE OF CORPORATE ACTION. If at any time:

(1) The Company shall pay any dividend upon its Common Stock payable
in stock or make any distribution (other than a cash dividend) to the
holders of its Common Stock;

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

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

2
<PAGE>

(20) days prior to the action in question and not less than twenty (20) days
prior to the date on which the Company's transfer books are closed in respect
thereto.

IN WITNESS WHEREOF, the undersigned has caused this Warrant to be signed
by its duly authorized officer this 17th day of September, 1999.

BIG BUCK BREWERY & STEAKHOUSE, INC.

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

3
<PAGE>

WARRANT EXERCISE FORM

To be signed only upon exercise of Warrant.

Dated:_____________________________

_____________________________________
(Taxpayer's I.D. Number)

_____________________________________
(Signature)

_____________________________________
(Address)

4
<PAGE>

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

Dated:_____________________

_____________________________________
(Signature)

_____________________________________
(Address)

<PAGE>

EXHIBIT 10.30

BIG BUCK BREWERY & STEAKHOUSE, INC.
COMMON STOCK PURCHASE WARRANT

Big Buck Brewery & Steakhouse, Inc., a Michigan corporation (the
"Company"), hereby agrees that, for value received, PRIVATE EQUITY, LLC or its
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company at any time or from time to time commencing (a) when the Company's
Common Stock closes at or above $4.00 per share on The Nasdaq Stock Market for a
period of ten consecutive business days following the date hereof (the "First
Date of Exercisability"), but (b) before the first to occur of (i) termination
of the Consulting Services Agreement between the Company and Private Equity, LLC
before the First Date of Exercisability, or (ii) 5:00 p.m., Minneapolis,
Minnesota time, on October 1, 2002, Fifty Thousand (50,000) shares of the
Company's Common Stock at an exercise price of Two Dollars and No Cents ($2.00)
per share (the "Warrant Shares").

2. NEGOTIABILITY AND TRANSFER. This Warrant is issued upon the following
terms, to which each holder hereof consents and agrees:

(c) Each successive holder of this Warrant, or of any portion of the
rights represented hereby, shall be bound by the terms and conditions set
forth herein.

<PAGE>

4. NOTICE OF CORPORATE ACTION. If at any time:

(a) The Company shall pay any dividend upon its Common Stock payable
in stock or make any distribution (other than a cash dividend) to the
holders of its Common Stock;

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

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

2
<PAGE>

(20) days prior to the action in question and not less than twenty (20) days
prior to the date on which the Company's transfer books are closed in respect
thereto.

IN WITNESS WHEREOF, the undersigned has caused this Warrant to be signed
by its duly authorized officer this 17th day of September, 1999.

BIG BUCK BREWERY & STEAKHOUSE, INC.

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

3
<PAGE>

WARRANT EXERCISE FORM

To be signed only upon exercise of Warrant.

Dated:____________________

_____________________________________
(Taxpayer's I.D. Number)

_____________________________________
(Signature)

_____________________________________
(Address)

4
<PAGE>

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
unto _____________________________ the right to purchase Warrant Shares of Big
Buck Brewery & Steakhouse, Inc. to which the within Warrant relates and appoints
_____________________________, attorney, to transfer said right on the books of
such corporation with full power of substitution in the premises.

Dated:____________________

_____________________________________
(Signature)

_____________________________________
(Address)

<PAGE>

EXHIBIT 10.31

BIG BUCK BREWERY & STEAKHOUSE, INC.
COMMON STOCK PURCHASE WARRANT

Big Buck Brewery & Steakhouse, Inc., a Michigan corporation (the
"Company"), hereby agrees that, for value received, PRIVATE EQUITY, LLC or its
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company at any time or from time to time commencing (a) when the Company's
Common Stock closes at or above $5.00 per share on The Nasdaq Stock Market for a
period of ten consecutive business days following the date hereof (the "First
Date of Exercisability"), but (b) before the first to occur of (i) termination
of the Consulting Services Agreement between the Company and Private Equity, LLC
before the First Date of Exercisability, or (ii) 5:00 p.m., Minneapolis,
Minnesota time, on October 1, 2002, Fifty Thousand (50,000) shares of the
Company's Common Stock at an exercise price of Two Dollars and No Cents ($2.00)
per share (the "Warrant Shares").

2. NEGOTIABILITY AND TRANSFER. This Warrant is issued upon the following
terms, to which each holder hereof consents and agrees:

(c) Each successive holder of this Warrant, or of any portion of the
rights represented hereby, shall be bound by the terms and conditions set
forth herein.

<PAGE>

4. NOTICE OF CORPORATE ACTION. If at any time:

(a) The Company shall pay any dividend upon its Common Stock payable
in stock or make any distribution (other than a cash dividend) to the
holders of its Common Stock;

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

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

2
<PAGE>

(20) days prior to the action in question and not less than twenty (20) days
prior to the date on which the Company's transfer books are closed in respect
thereto.

IN WITNESS WHEREOF, the undersigned has caused this Warrant to be signed
by its duly authorized officer this 17th day of September, 1999.

BIG BUCK BREWERY & STEAKHOUSE, INC.

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

3
<PAGE>

WARRANT EXERCISE FORM

To be signed only upon exercise of Warrant.

Dated:____________________

_____________________________________
(Taxpayer's I.D. Number)

_____________________________________
(Signature)

_____________________________________
(Address)

4
<PAGE>

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

Dated:____________________

_____________________________________
(Signature)

_____________________________________
(Address)

<PAGE>

EXHIBIT 10.32

BIG BUCK BREWERY & STEAKHOUSE, INC.
COMMON STOCK PURCHASE WARRANT

Big Buck Brewery & Steakhouse, Inc., a Michigan corporation (the
"Company"), hereby agrees that, for value received, PRIVATE EQUITY, LLC or its
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company at any time or from time to time commencing (a) when the Company's
Common Stock closes at or above $6.00 per share on The Nasdaq Stock Market for a
period of ten consecutive business days following the date hereof (the "First
Date of Exercisability"), but (b) before the first to occur of (i) termination
of the Consulting Services Agreement between the Company and Private Equity, LLC
before the First Date of Exercisability, or (ii) 5:00 p.m., Minneapolis,
Minnesota time, on October 1, 2002, Fifty Thousand (50,000) shares of the
Company's Common Stock at an exercise price of Two Dollars and No Cents ($2.00)
per share (the "Warrant Shares").

2. NEGOTIABILITY AND TRANSFER. This Warrant is issued upon the following
terms, to which each holder hereof consents and agrees:

(c) Each successive holder of this Warrant, or of any portion of the
rights represented hereby, shall be bound by the terms and conditions set
forth herein.

<PAGE>

4. NOTICE OF CORPORATE ACTION. If at any time:

(a) The Company shall pay any dividend upon its Common Stock payable
in stock or make any distribution (other than a cash dividend) to the
holders of its Common Stock;

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

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

2
<PAGE>

(20) days prior to the action in question and not less than twenty (20) days
prior to the date on which the Company's transfer books are closed in respect
thereto.

IN WITNESS WHEREOF, the undersigned has caused this Warrant to be signed
by its duly authorized officer this 17th day of September, 1999.

BIG BUCK BREWERY & STEAKHOUSE, INC.

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

3
<PAGE>

WARRANT EXERCISE FORM

To be signed only upon exercise of Warrant.

Dated:____________________

_____________________________________
(Taxpayer's I.D. Number)

_____________________________________
(Signature)

_____________________________________
(Address)

4
<PAGE>

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

Dated:____________________

_____________________________________
(Signature)

_____________________________________
(Address)

<PAGE>

EXHIBIT 10.33

PROMISSORY NOTE

$37,232.28 (principal amount) Auburn Hills, Michigan
June 30, 1999

WHEREAS, Big Buck Brewery & Steakhouse, Inc., a Michigan corporation
("Lender"), has made certain loans (each, an "Advance," collectively, the
"Advances") to the undersigned, Gary J. Hewett ("Maker"), on the dates and in
the amounts set forth on Schedule I attached hereto and made a part hereof; and

WHEREAS, to induce Lender to make the Advances to Maker, Maker agreed to
repay the principal amount of each Advance, together with interest from the date
of each Advance, to the Lender; and

WHEREAS, as of the date hereof, the aggregate principal amount of the
Advances is $37,232.28 and the aggregate amount of interest accrued thereon is
$3,591.15; and

WHEREAS, Maker desires to memorialize his receipt of the principal amount
of each Advance, and reaffirm his obligation to repay the same together with
interest thereon, by the execution and delivery to the Lender of this Note;

NOW, THEREFORE, FOR VALUE RECEIVED, the Maker promises to pay to the order
of Lender, at its office at 550 South Wisconsin Street, Gaylord, Michigan 49734
or any other place subsequently designated in writing by the holder hereof, the
principal amount of each Advance, the aggregate principal balance of which is
Thirty-Seven Thousand Two Hundred Thirty-Two Dollars and Twenty-Eight Cents
($37,232.28), together with interest on the principal amount of each Advance
from the date of such Advance at a rate per annum at all times equal to Eight
percent (8%). Interest shall be computed on the basis of actual days elapsed in
a year of 365 days. The entire principal balance of this Note, plus all accrued
interest hereon, shall be due and payable in full on December 31, 2000.

Maker may prepay this Note in whole or in part without premium or penalty.

Maker and the signers, sureties, guarantors and endorsers of this Note
hereby severally waive presentment for payment, notice of non-payment, protest
and notice of protest hereon, agree that when or at any time after this Note
becomes due, the holder hereof may, without notice, offset or charge this Note
against any account or other property maintained by Maker with the holder
hereof, and agree to pay all costs of collection, including, but not limited to,
reasonable attorneys' fees, whether or not suit is commenced. No delay on the
part of the holder of this Note in the exercise of any power or right under this
Note or any other instrument executed in connection herewith shall operate as a
waiver thereof, nor shall a single or partial exercise of any power or right
preclude other or further exercise thereof or exercise of any other power or
right.

<PAGE>

This Note shall be governed by, interpreted, construed and enforced in
accordance with the internal laws of the State of Michigan. The undersigned
hereby consents to the personal jurisdiction of the state and federal courts
located in the State of Michigan in connection with any controversy related to
this Note, waives any argument that venue in such forums is not convenient and
agrees that any litigation instigated by the undersigned against the Lender in
connection with this Note, or any document or instrument securing payment of
this Note shall be venued in the District Court of Otsego County, Michigan.

MAKER:

/s/ Gary J. Hewett
----------------------------------
Gary J. Hewett

Lender is executing this acknowledgment as payee and holder of the Note for
the sole purpose of evidencing its agreement to the repayment of the Advances
made to the Maker in accordance with the terms of this Note. Lender shall have
no liability under this Note, either direct or indirect.

BIG BUCK BREWERY & STEAKHOUSE, INC.

By /s/ William F. Rolinski
--------------------------------------
William F. Rolinski
Chief Executive Officer, President and
Chairman of the Board

2
<PAGE>

SCHEDULE I

Advances

Date of Advance Amount of Advance
- --------------- -----------------
<S> <C>
08-01-97 $2,068.46
09-01-97 $2,068.46
10-01-97 $2,068.46
11-01-97 $2,068.46
12-01-97 $2,068.46
01-01-98 $2,068.46
02-01-98 $2,068.46
03-01-98 $2,068.46
04-01-98 $2,068.46
05-01-98 $2,068.46
06-01-98 $2,068.46
07-01-98 $2,068.46
08-01-98 $2,068.46
09-01-98 $2,068.46
10-01-98 $2,068.46
11-01-98 $2,068.46
12-01-98 $2,068.46
01-01-99 $2,068.46

</TABLE>

<PAGE>

EXHIBIT 10.34

PROMISSORY NOTE

$13,500.00 (principal amount) Auburn Hills, Michigan
June 30, 1999

WHEREAS, Big Buck Brewery & Steakhouse, Inc., a Michigan corporation
("Lender"), made a loan (an "Advance") to the undersigned, Gary J. Hewett
("Maker"), on July 24, 1997, in the amount of $13,500.00; and

WHEREAS, to induce Lender to make the Advance to Maker, Maker agreed to
repay the principal amount of the Advance, together with interest from the date
of the Advance, to the Lender; and

WHEREAS, as of the date hereof, the principal amount of the Advance is
$13,500.00 and the amount of interest accrued thereon is $2,091.20; and

WHEREAS, Maker desires to memorialize his receipt of the principal amount
of the Advance, and reaffirm his obligation to repay the same together with
interest thereon, by the execution and delivery to the Lender of this Note;

NOW, THEREFORE, FOR VALUE RECEIVED, the Maker promises to pay to the order
of Lender, at its office at 550 South Wisconsin Street, Gaylord, Michigan 49734
or any other place subsequently designated in writing by the holder hereof, the
principal amount of the Advance, which is Thirteen Thousand Five Hundred Dollars
and No Cents ($13,500.00), together with interest on the principal amount of the
Advance from the date of the Advance at a rate per annum at all times equal to
Eight percent (8%). Interest shall be computed on the basis of actual days
elapsed in a year of 365 days. The entire principal balance of this Note, plus
all accrued interest hereon, shall be due and payable in full on December 31,
2000.

Maker may prepay this Note in whole or in part without premium or penalty.

MAKER:

/s/ Gary J. Hewett
-------------------------
Gary J. Hewett

<PAGE>

Lender is executing this acknowledgment as payee and holder of the Note
for the sole purpose of evidencing its agreement to the repayment of the
Advances made to the Maker in accordance with the terms of this Note. Lender
shall have no liability under this Note, either direct or indirect.

BIG BUCK BREWERY & STEAKHOUSE, INC.

By /s/ William F. Rolinski
--------------------------------------
William F. Rolinski
Chief Executive Officer, President and
Chairman of the Board

<PAGE>

EXHIBIT 10.35

THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE AND THE SHARES OF COMMON
STOCK ISSUABLE UPON CONVERSION HEREOF 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 ACCEPTABLE TO BIG
BUCK BREWERY & STEAKHOUSE, INC. THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE
STATE SECURITIES LAWS.

BIG BUCK BREWERY & STEAKHOUSE, INC.
CONVERTIBLE SUBORDINATED PROMISSORY NOTE

$_______________ GAYLORD, MICHIGAN
_______________, ___ 1999

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the undersigned, Big Buck Brewery & Steakhouse, Inc., a Michigan
corporation (the "Maker"), promises to pay to the order of _______________ (the
"Payee"), the principal sum of _______________ Dollars ($_______________), plus
interest at the rate specified below. The unpaid principal from time to time
outstanding shall bear interest prior to maturity at an annual rate of interest
equal to ten percent (10%) per annum, and all interest accrued on the unpaid
principal balance of this Promissory Note shall be due and payable in arrears as
provided below.

The Maker agrees to pay the accrued interest due hereunder monthly on the
first day of each month, beginning _______________, 1999, until _______________,
2000, on which date the entire amount due hereunder, including all unpaid
principal and interest shall be due and payable in full.

All principal and interest shall be payable in arrears. Interest hereon
shall be calculated on the basis of a 360-day year applied to the actual number
of days elapsed until all accrued and unpaid interest is paid in full. All
interest due and payable hereunder that is not paid when due for any reason
shall be cumulated, added to the principal and accrue interest at the highest
lawful rate per annum on that delinquent amount until paid, to the extent
permitted by law. All payments of interest and principal shall be payable in
lawful currency of the United States of America ("Currency"), unless and to the
extent Payee exercises Payee's option hereunder to convert all or part of the
unpaid principal balance of this Promissory Note into shares of common stock,
par value $0.01 per share (the "Shares"), of the Maker.

At any time prior to maturity, Payee shall have the option to convert all
or part of the unpaid principal balance of this Promissory Note into that number
of Shares of the Maker (the "Option") equal to (i) all or such part of the
unpaid principal balance of the Promissory Note being converted divided by (ii)
the average of the closing sale price of one Share as quoted by The Nasdaq Stock
Market for the five trading days immediately prior to the Maker's execution of
this Promissory Note, any fractional Shares to be paid in Currency. To exercise
the Option, Payee shall surrender this Promissory Note to the Maker, accompanied
by written notice of Payee's intention to exercise the Option, which notice
shall set forth the principal amount of this Promissory Note and such portion of
the unpaid principal balance of the Promissory Note, if not the entire unpaid
principal balance, to be converted into Shares (the "Notice of Conversion").
Within ten (10) business days of Maker's receipt of the Notice of Conversion and
Payee's surrender of this Promissory Note, Maker shall deliver or cause to be
delivered to the Payee, the Shares in the name of the Payee.

<PAGE>

When delivered, all Shares shall be duly authorized, validly issued, fully
paid, and nonassessable. Maker shall take any and all action necessary to
maintain the required authority to issue the Shares to Payee in the event Payee
exercises the Option.

Prepayment of the principal of this Promissory Note is permitted, in whole
or in part, without premium or penalty of any kind; provided Maker provides
Payee with ten (10) business days' prior written notice of its intention to
prepay the principal of this Promissory Note, in whole or in part, during which
time Payee may exercise the Option by delivering to the Maker Payee's Notice of
Conversion within ten (10) business days following Payee's receipt of such
notice from the Maker. All partial prepayments of principal shall reduce the
principal balance hereunder in reverse order of maturity.

This Promissory Note is given in consideration of a loan by Payee to Maker
in the principal amount of this Promissory Note. This Promissory Note may not be
changed orally, but only by an agreement in writing signed by the parties
against whom enforcement of any waiver, change, modification, or discharge is
sought.

The holder of this Promissory Note and all successors thereof shall have
all of the rights of a holder in due course under the Uniform Commercial Code as
in effect in the State of Michigan and the other laws of the State of Michigan.
Maker hereby waives demand, presentment, protest, notice of protest and/or
dishonor, and all other notices or requirements that might otherwise be required
by law. The Maker promises to pay on demand all costs of collection, including
reasonable attorneys' fees and court costs, paid or incurred by Payee to enforce
this Promissory Note upon an Event of Default (as defined below) hereunder.

The occurrence of any of the following shall constitute an "Event of
Default" under this Promissory Note:

a. The failure of Maker to make any payment of principal in Currency when
due under this Promissory Note (time is of the essence), unless such failure is
the result of payments of principal in Currency required to be made with respect
to any Senior Debt (as defined below) of the Maker;

b. The institution of proceedings by or against the Maker under any state
insolvency laws, federal bankruptcy law, or similar debtor relief laws then in
effect; and

c. An "event of default" pursuant to any existing indebtedness of the
Maker, other than pursuant to (i) the Loan Agreement, dated July 28, 1995, by
and among the Company, William F. Rolinski, Dr. Blair A. Murphy, Walter Zaremba,
Casimer I. Zaremba and NBD Bank or (ii) the Loan Agreement, dated November 20,
1998, by and between the Company and Crestmark Bank, as amended.

Upon an Event of Default that has not been cured within ten (10) business
days from the date of written notice by Payee, Payee may, at Payee's option and
without notice, declare all principal and interest due under this Promissory
Note to be due and payable immediately. Payee may waive any default before or
after it occurs and may restore this Promissory Note in full effect without
impairing the right to declare it due for a subsequent default.

Payment of the principal of this Promissory Note in Currency is
subordinated in right of payment, to the prior payment of all Senior Debt of the
Maker then currently due and payable. "Senior Debt" means all liabilities,
contingent or otherwise, of the Maker (i) for borrowed money (but only if the
recourse of the lender is secured by any assets of the Maker) and (ii) with
respect to letters of credit, bankers acceptances, or similar instruments issued
or accepted by banks ("Indebtedness") incurred by the Maker prior to or after
the date of this Promissory Note and any replacement, renewal, refinancing, and
extension (whether direct or indirect) thereof; provided, however, that
notwithstanding anything to the contrary in this Promissory Note, Senior Debt
does not include (i) any Indebtedness of the Maker that by its terms or the
terms of the instrument creating or evidencing it expressly provides that such
Indebtedness is subordinate in right of payment to, or pari passu in right of
payment with, this Promissory Note or (ii) any Indebtedness of the Maker to an
executive officer or director of the Maker.

THE PAYEE, BY ACCEPTING THIS PROMISSORY NOTE, AGREES TO SUCH
SUBORDINATION.

2
<PAGE>

IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be
executed in its corporate name by the signature of its duly authorized officer.

BIG BUCK BREWERY & STEAKHOUSE, INC.

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

<PAGE>

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,

<PAGE>

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.

2
<PAGE>

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;

3
<PAGE>

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.

4
<PAGE>

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;

5
<PAGE>

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

6
<PAGE>

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
<PAGE>

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:

8
<PAGE>

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)

17
<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

18
<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 ______________________

<PAGE>

EXHIBIT 10.37

THIS CONVERTIBLE SECURED PROMISSORY NOTE AND THE SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION HEREOF 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 BIG BUCK
BREWERY & STEAKHOUSE, INC. THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE
SECURITIES LAWS.

BIG BUCK BREWERY & STEAKHOUSE, INC.
10% CONVERTIBLE SECURED PROMISSORY NOTE DUE FEBRUARY 2003

$5,876,114.74 Gaylord, Michigan

February 4, 2000

FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, the undersigned, Big Buck Brewery & Steakhouse, Inc., a
Michigan corporation (the "Maker" or "Company"), promises to pay to the order of
Wayne County Employees' Retirement System, a body politic of the State of
Michigan (the "Payee"), the principal sum of Five Million, Eight Hundred Seventy
Six Thousand, One Hundred Fourteen and 74/100 Dollars ($5,876,114.74) plus
interest at the rate specified below. The unpaid principal from time to time
outstanding shall bear interest prior to maturity at an annual rate of interest
equal to ten percent (10%) per annum, and all interest accrued on the unpaid
principal balance of this Promissory Note shall be due and payable in arrears as
provided below.

On March 1, 2000, Maker will pay interest only from the date of this Note
through February 29, 2000. Thereafter, the Maker agrees to pay principal and
interest hereunder to Payee in equal monthly installments in an amount which
would fully amortize the principal and interest due hereunder over a period of
300 months, beginning April 1, 2000, until February 1, 2003, on which date the
entire amount due hereunder, including all unpaid principal and interest shall
be due and payable in full.

All interest shall be payable in arrears. Interest hereon shall be
calculated on the basis of a 360-day year applied to the actual number of days
elapsed until all accrued and unpaid interest is paid in full. All interest due
and payable hereunder that is not paid when due for any reason shall be
cumulated, added to the principal and accrue interest at the highest lawful rate
per annum on that delinquent amount until paid, to the extent permitted by law.
All payments of interest and principal shall be payable in lawful currency of
the United States of America ("Currency"), unless and to the extent Payee
exercises Payee's option hereunder to convert all or part of the unpaid
principal balance of this Promissory Note into shares of common stock, par value
$0.01 per share (the "Shares"), of the Maker.

At any time prior to payment in full of this Note, Payee shall have the
option to convert all or part of the unpaid principal balance of this Promissory
Note into that number of Shares of the Maker (the "Option") equal to (i) all or
such part of the unpaid principal balance of the Promissory Note being converted
divided by (ii) $2.42 which is the average of the closing sale price of one
Share as quoted by The NASDAQ Stock Market for the five (5) trading days
immediately prior to the Maker's execution of this Promissory Note (the
"Conversion Price"), subject to the antidilution adjustments presented in the
following Sections, any fractional Shares to be paid in Currency. To exercise
the Option, Payee shall surrender this Promissory Note to the Maker, accompanied
by written notice of Payee's intention to exercise the Option, which notice
shall set forth the principal amount of this Promissory Note and such portion of
the unpaid principal balance of the Promissory Note, if not the entire unpaid
principal balance, to be converted into Shares (the "Notice of Conversion").
Within ten (10) business days after Maker's receipt of the Notice of Conversion
and Payee's surrender of this Promissory Note, Maker shall deliver or cause to
be delivered to the Payee, the Shares in the name of the Payee and a duly
executed, new promissory note in the principal amount of the balance thereof, if
any.

<PAGE>

If the Maker shall at any time hereafter subdivide or combine its
outstanding Shares, or declare a dividend payable in its Shares, the Conversion
Price in effect immediately prior to the subdivision, combination, or record
date for such dividend payable in Shares shall forthwith be proportionately
increased, in the case of combination, or proportionately decreased, in the case
of subdivision or declaration of a dividend payable in Shares, and the number of
Shares into which the unpaid principal balance of the Promissory Note may be
converted upon exercise of the Option immediately preceding such event, shall be
changed to the number determined by dividing the then current Conversion Price
by the Conversion Price as adjusted after such subdivision, combination, or
dividend payable in Shares and multiplying the result of such division against
the number of Shares to be acquired upon the exercise of the Option immediately
preceding such event, so as to achieve an Conversion Price and number of Shares
purchasable after such event proportional to such Conversion Price and number of
Shares purchasable immediately preceding such event. All calculations hereunder
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be. In case of any capital reorganization or any reclassification
of the Shares, or in the case of any consolidation with or merger of the Maker
into or with another corporation, or the sale of all or substantially all of its
assets to another corporation, which is effected in such a manner that the
holders of Shares shall be entitled to receive stock, securities, or assets with
respect to or in exchange for Shares, then, as a part of such reorganization,
reclassification, consolidation, merger, or sale, as the case may be, lawful
provision shall be made so that the holder of this Promissory Note shall have
the right thereafter to receive, upon the exercise hereof, the kind and amount
of shares of stock or other securities or property which the holder would have
been entitled to receive if, immediately prior to such reorganization,
reclassification, consolidation, merger, or sale, the holder had held the number
of Shares into which the unpaid principal balance of the Promissory Note could
have been converted upon exercise of the Option. In any such case, appropriate
adjustment (as determined in good faith by the Board of Directors of the
Company) shall be made in the application of the provisions set forth herein
with respect to the rights and interest thereafter of the holder of the
Promissory Note, to the end that the provisions set forth herein (including
provisions with respect to adjustments of the exercise price) shall thereafter
be applicable, as nearly as reasonably may be, in relation to any shares of
stock or other property thereafter deliverable upon the exercise of the Option.

In the event the Maker shall at any time or from time to time, issue
Shares, options, warrants or rights to subscribe for Shares, or issue any
securities convertible into or exchangeable for Shares, for a consideration per
share (determined by dividing the Net Aggregate Consideration (as determined
below) by the aggregate number of Shares that would be issued if all such
Shares, options, warrants, rights or convertible securities were exercised or
converted to the fullest extent permitted by their terms) less than the
Conversion Price in effect immediately prior to the issuance of such options or
rights or convertible or exchangeable securities, the Conversion Price in effect
immediately prior to the issuance of such options, warrants or rights or
securities shall be reduced to an amount determined by multiplying such
Conversion Price by a fraction:

a. the numerator of which shall be (X) the number of shares of Company's
Common Stock of all classes outstanding immediately prior to the issuance
of such options, rights or convertible securities (excluding authorized
but unissued shares held by the Corporation but including all shares of
Common Stock issuable upon conversion or exercise of any outstanding
Convertible Preferred Stock, options, warrants, rights or convertible
securities), plus (Y) the number of shares of Company's Common Stock which
the total amount of consideration received by the Company for the issuance
of such options, warrants, rights or convertible securities plus the
minimum amount set forth in the terms of such security as payable to the
Company upon the exercise or conversion thereof (the "Net Aggregate
Consideration") would purchase at the Conversion Price prior to
adjustment, and

b. the denominator of which shall be (X) the number of shares of Company's
Common Stock of all classes outstanding immediately prior to the issuance
of such options, warrants, rights or convertible securities (excluding
authorized but unissued shares held by the Company but including all
shares of Common Stock issuable upon conversion or exercise of any
outstanding Convertible Preferred Stock, options, warrants, rights or
convertible securities), plus (Y) the aggregate number of shares of
Company's Common Stock that would be issued if all such options, warrants,
rights or convertible securities were exercised or converted.

2
<PAGE>

Prepayment of the principal of this Promissory Note is permitted, in whole
or in part, without premium or penalty of any kind; provided Maker provides
Payee with forty-five (45) days' prior written notice of its intention to prepay
the principal of this Promissory Note, in whole or in part, during which time
Payee may exercise the Option by delivering to the Maker Payee's Notice of
Conversion within forty-five (45) days following Payee's receipt of such notice
from the Maker. All partial prepayments of principal shall reduce the principal
balance hereunder in reverse order of maturity.

This Promissory Note and the payment due hereunder are secured by the
following documents executed simultaneously herewith: (a) a Security Agreement;
(b) a Stock Pledge and Security Agreement; (c) Limited Partnership Interest
Pledge and Security Agreement; (d) a Reassignment Agreement; and (e) any and all
other Security Documents as defined in the Agreement executed by the Maker in
favor of the Payee pursuant to the Agreement.

The occurrence of any of the following shall constitute 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"):

a. the Maker shall fail to pay any principal of or interest on this
Promissory 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; or

b. any Event of Default shall occur in the Subscription and Investment
Representation Agreement for 10% Convertible Secured Promissory Note Due
January 2003 between Maker and Payee of even date herewith after the
passage of any notice and cure period set forth herein;

c. 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;

d. 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

3
<PAGE>

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;

then, and in any such event, (A) if such event is an Event of Default specified
in Section (c) or (d) above with respect to the Maker, automatically all amounts
owing with respect to the Agreement, this Promissory 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 Maker and (B) if such event is any
other Event of Default the Payee shall by notice in writing to the Maker,
declare all amounts owing with respect to the Agreement, this Promissory 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 Maker.

This Promissory Note, the Agreement and all security and other documents
signed by both parties in connection with the transactions contemplated herein
and therein constitute the parties' entire understanding with respect to the
subject matter hereof and the Agreement and each such security and other
documents is incorporated herein by this reference.

IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be
executed in its corporate name by the signature of its duly authorized officer.

BIG BUCK BREWERY & STEAKHOUSE, INC.

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

<PAGE>

EXHIBIT 10.38

THIS AMENDED, RESTATED AND CONSOLIDATED CONVERTIBLE NOTE AND THE SHARES OF
COMMON STOCK ISSUABLE UPON CONVERSION HEREOF 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 BIG BUCK BREWERY & STEAKHOUSE, INC. THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE
STATE SECURITIES LAWS.

AMENDED, RESTATED AND CONSOLIDATED CONVERTIBLE NOTE

$1,623,885.26 Detroit, Michigan
Maturity Date: October 1, 2000 Date of Note: February 4, 2000

INDEBTEDNESS

FOR VALUE RECEIVED, the undersigned, BIG BUCK BREWERY & STEAKHOUSE, INC.,
a Michigan corporation, f/k/a Michigan Brewery, Inc. ("Borrower"), promises to
pay to the order of WAYNE COUNTY EMPLOYEES' RETIREMENT SYSTEM, a body politic of
the State of Michigan or any successors and assigns ("Holder"), at its offices
at 400 Monroe Street, Suite 320, Detroit, Michigan 48226, or at such other place
as the Holder hereof may designate in writing from time to time, the principal
sum of One Million, Six Hundred Twenty Three Thousand, Eight Hundred Eighty Five
and 26/100 Dollars ($1,623,885.26) Dollars, together with interest as
hereinafter provided, in lawful money of the United States, which shall be legal
tender in payment of all debts and dues, public and private, at the time of
payment, in the manner hereinafter provided.

AMENDMENT, RESTATEMENT AND CONSOLIDATION OF NOTES

This Amended, Restated and Consolidated Convertible Note ("Note") amends
and restates and consolidates and makes one note the following (i) Installment
Business Loan Note dated July 28, 1995 in the original principal amount of One
Million Eight Hundred Seventy-Five Thousand ($1,875,000) Dollars given by
Borrower in favor of Bank One, Michigan, formerly known as NBD Bank ("Bank
One"), (ii) Installment Business Loan Note dated July 28, 1995 in the original
principal amount of Eight Hundred Thousand ($800,000) Dollars given by Borrower
in favor of Bank One; and (iii) Master Demand Business Loan Note (Replacement)
dated July 28, 1995 in the original principal amount of Three Hundred
Twenty-Five Thousand ($325,000) Dollars given by Borrower in favor of Bank One
(Collectively, the "Bank One Notes"), which Bank One Notes were endorsed to
Holder and the Bank One Notes are hereby amended and restated in their entirety
and consolidated by this Note.

RATE OF INTEREST

So long as there is no Event of Default or default hereunder or under the
Security Instruments (as defined below), the principal balance of this Note
shall bear interest at the rate of ten percent (10%) simple interest per annum
("Contract Rate") during the term of this Note.

If Borrower does not make timely payments as provided in the Note, a late
payment fee in the amount equal to three (3%) percent of the past due amount
shall be payable in connection with any amount due under this Note that is not
received by Holder within ten (10) days of when due. In the Event of Default or
default hereunder or under the Security Instruments, as hereinafter defined,
Holder shall have the right and option to charge interest on the then
outstanding principal balance of this Note at a default of 4% in excess of the
Contract Rate.

<PAGE>

LIMITATIONS ON INTEREST RATE

It is the intention of Borrower and Holder that the rates of interest from
time to time applicable hereunder, including all sums and charges that may
properly be deemed to constitute interest, shall not exceed the maximum lawful
rate of interest applicable to each such rate. To that end, it is agreed that
any rate of interest applicable hereunder shall not at any time exceed the rates
or amount of interest then permitted to be charged by stipulation in writing
between Borrower and Holder hereunder (the "Interest Rate Limitation").

In the event that any rate of interest otherwise applicable hereunder
(including any sums paid independent of this Note and properly determined under
applicable law to be interest) shall exceed the Interest Rate Limitation, the
interest rate applicable to this Note shall automatically be reduced to the
applicable maximum interest rate which does not exceed the applicable Interest
Rate Limitation, and sums paid as interest which would cause any effective rate
of interest hereunder to exceed the applicable Interest Rate Limitation shall be
applied to reduce the principal balance of this Note.

MANNER OF PAYMENT

The principal and interest due under this Note shall be amortized on a
basis of a 25 year amortization schedule with a lump sum of balloon payment
required on the Maturity Date (as defined below). Borrower shall make an
interest only payment on March 1, 2000. Thereafter, Borrower shall make payments
of principal and interest in the amount of $14,756.26 commencing on the first
day of April, 2000 and continuing on the first day of each and every month
thereafter until October 1, 2000 (the "Maturity Date"). Payments hereunder shall
be applied in the following order of priority: late charges, costs, expenses,
accrued interest and thereafter to the reduction of principal. This Note will
not be self amortizing and instead of a substantial lump sum balloon installment
of principal and interest will be due on the Maturity Date.

All interest shall be payable in arrears. Interest hereon shall be
calculated on the basis of a 360-day year applied to the actual number of days
elapsed. All payments of interest and principal shall be payable in lawful
currency of the United States of America ("Currency"), unless and to the extent
Holder exercises Holder's option hereunder to convert all or part of the unpaid
principal balance of this Note into shares of common stock, par value $0.01 per
share (the "Shares"), of the Borrower.

CONVERTIBLE NOTE

At any time prior to payment in full of this Promissory Note, Holder shall
have the option to convert all or part of the unpaid principal balance of this
Note into that number of Shares of the Borrower (the "Option") equal to (i) all
or such part of the unpaid principal balance of the Note being converted divided
by (ii) $2.42, which is the average of the closing sale price of one Share as
quoted by The NASDAQ Stock Market for the five trading days immediately prior to
the Borrower's execution of this Promissory Note (the "Conversion Price"),
subject to the antidilution adjustments presented in the following paragraph,
any fractional Shares to be paid in Currency. To exercise the Option, Holder
shall surrender this Note to the Borrower, accompanied by written notice of
Holder's intention to exercise the Option, which notice shall set forth the
principal amount of this Note and such portion of the unpaid principal balance
of the Note, if not the entire unpaid principal balance, to be converted into
Shares (the "Notice of Conversion"). Within ten (10) business days after
Borrower's receipt of the Notice of Conversion and Holder's surrender of this
Note, Borrower shall deliver or cause to be delivered to the Holder, the Shares
in the name of the Holder and a duly executed, new note in the principal amount
of the balance thereof, if any.

If the Borrower shall at any time hereafter subdivide or combine its
outstanding Shares, or declare a dividend payable in its Shares, the Conversion
Price in effect immediately prior to the subdivision, combination, or record
date for such dividend payable in Shares shall forthwith be proportionately
increased, in the case of combination, or proportionately decreased, in the case
of subdivision or declaration of a dividend payable in Shares, and the number of
Shares into which the unpaid principal balance of this Note may be converted
upon exercise of the Option immediately preceding such event, shall be changed
to the number determined by dividing

2
<PAGE>

the then current Conversion Price by the Conversion Price as adjusted after such
subdivision, combination, or dividend payable in Shares and multiplying the
result of such division against the number of Shares to be acquired upon the
exercise of the Option immediately preceding such event, so as to achieve an
Conversion Price and number of Shares purchasable after such event proportional
to such Conversion Price and number of Shares purchasable immediately preceding
such event. All calculations hereunder shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be. In case of any capital
reorganization or any reclassification of the Shares, or in the case of any
consolidation with or merger of the Borrower into or with another corporation,
or the sale of all or substantially all of its assets to another corporation,
which is effected in such a manner that the Holders of Shares shall be entitled
to receive stock, securities, or assets with respect to or in exchange for
Shares, then, as a part of such reorganization, reclassification, consolidation,
merger, or sale, as the case may be, lawful provision shall be made so that the
Holder of this Note shall have the right thereafter to receive, upon the
exercise hereof, the kind and amount of shares of stock or other securities or
property which the Holder would have been entitled to receive if, immediately
prior to such reorganization, reclassification, consolidation, merger, or sale,
the Holder had held the number of Shares into which the unpaid principal balance
of this Note could have been converted upon exercise of the Option. In any such
case, appropriate adjustment (as determined in good faith by the Board of
Directors of the Borrower) shall be made in the application of the provisions
set forth herein with respect to the rights and interest thereafter of the
Holder of this Note, to the end that the provisions set forth herein (including
provisions with respect to adjustments of the exercise price) shall thereafter
be applicable, as nearly as reasonably may be, in relation to any shares of
stock or other property thereafter deliverable upon the exercise of the Option.

In the event the Borrower shall at any time or from time to time, issue
Shares, options, warrants or rights to subscribe for Shares, or issue any
securities convertible into or exchangeable for Shares, for a consideration per
share (determined by dividing the Net Aggregate Consideration (as determined
below) by the aggregate number of Shares that would be issued if all such
Shares, options, warrants, rights or convertible securities were exercised or
converted to the fullest extent permitted by their terms) less than the
Conversion Price in effect immediately prior to the issuance of such options or
rights or convertible or exchangeable securities, the Conversion Price in effect
immediately prior to the issuance of such options, warrants or rights or
securities shall be reduced to an amount determined by multiplying such
Conversion Price by a fraction:

a. the numerator of which shall be (X) the number of shares of Borrower's
Common Stock of all classes outstanding immediately prior to the issuance
of such options, rights or convertible securities (excluding authorized
but unissued shares held by the Corporation but including all shares of
Common Stock issuable upon conversion or exercise of any outstanding
Convertible Preferred Stock, options, warrants, rights or convertible
securities), plus (Y) the number of shares of Borrower's Common Stock
which the total amount of consideration received by the Borrower for the
issuance of such options, warrants, rights or convertible securities plus
the minimum amount set forth in the terms of such security as payable to
the Borrower upon the exercise or conversion thereof (the "Net Aggregate
Consideration") would purchase at the Conversion Price prior to
adjustment, and

b. the denominator of which shall be (X) the number of shares of
Borrower's Common Stock of all classes outstanding immediately prior to
the issuance of such options, warrants, rights or convertible securities
(excluding authorized but unissued shares held by the Borrower but
including all shares of Common Stock issuable upon conversion or exercise
of any outstanding Convertible Preferred Stock, options, warrants, rights
or convertible securities), plus (Y) the aggregate number of shares of
Borrower's Common Stock that would be issued if all such options,
warrants, rights or convertible securities were exercised or converted.

When delivered, all Shares shall be duly authorized, validly issued, fully
paid, and nonassessable. Borrower shall take any and all action necessary to
maintain the required authority to issue the Shares to Holder in the event
Holder converts, or is required to convert, the unpaid principal balance of this
Note into Shares.

3
<PAGE>

PREPAYMENT

Prepayment of the principal of this Note is permitted, in whole or in
part, without premium or penalty of any kind; provided Borrower provides Holder
with forty-five (45) business days' prior written notice of its intention to
prepay the principal of this Promissory Note, in whole or in part, during which
time Holder may exercise the Option by delivering to the Borrower Holder's
Notice of Conversion within forty-five (45) days following Holder's receipt of
such notice from the Borrower. All partial prepayments of principal shall reduce
the principal balance hereunder in reverse order of maturity.

SECURITY

This Note is secured by a Mortgage dated April 25, 1995 which is a Future
Advance Mortgage, as amended by that certain Amendment to Mortgage dated July
28, 1995, and as further amended by that certain Second Amendment to Mortgage of
even date herewith (as amended, "Mortgage"), made by Borrower to NBD Bank, a
Michigan banking corporation, now known as Bank One, Michigan, and as assigned
to Holder, which Mortgage encumbers certain real property located in the City of
Gaylord, Otsego County, Michigan ("Project"), together with improvements,
personal property, collateral and rights with respect thereto, as more
particularly described therein, as well as a separate Assignment of Real Estate
Leases and Rentals with respect thereto, a mortgage dated of even date herewith
given by Borrower to Holder encumbering Borrower's leasehold interest in certain
real property located in the City of Auburn Hills, Oakland County, Michigan
("Leasehold Mortgage") a Subscription and Investment Representation Agreement, a
Continuing Security Agreement, a Security Agreement, Pledge Agreements, UCC
Financing Statements, Guarantees and other loan and security documents delivered
in connection therewith (hereinafter, all such loan and security documents and
agreements are sometimes collectively referred to as the "Security
Instruments"). Any Event of Default or default in any of the conditions,
covenants, obligations or agreements contained in any of the Security
Instruments or any other instrument securing and/or evidencing the indebtedness
of Borrower to Holder shall constitute an event default under this Note and
under that certain 10% Convertible Subordinated Promissory Note due February 4,
2003 in the principal amount of $5,876,114.74 given by Borrower in favor of
Holder ("Subordinated Note") and shall entitle the Holder hereof to accelerate
the entire indebtedness and amounts due hereunder, under the Subordinated Note
and under the Security Instruments and to take such other action as may be
provided for in the Security Instruments, at law or in equity. Any Event of
Default or default under this Note or the Subordinated Note shall be an Event of
Default or default under each of the Security Instruments.

DEFAULT

The unpaid principal balance, all accrued and unpaid interest due under
this Note and all other amounts due hereunder or under the Security Instruments
shall become immediately due and payable at the option of Holder upon the
occurrence of any of the following (collectively, "Events of Default"):

a. the Borrower shall fail to pay any principal of or interest on this
Promissory 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; or

b. any Event of Default shall occur in the Subscription and Investment
Representation Agreement for 10% Convertible Secured Promissory Note Due
January 2003 between Borrower and Holder of even date herewith after the
passage of any notice and cure period set forth therein;

c. the Borrower 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
Borrower or of any substantial part of its assets, or shall commence any
case or other proceeding relating to the Borrower under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution
or

4
<PAGE>

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 Borrower
and the Borrower shall indicate its approval thereof, consent thereto or
acquiescence therein or shall fail to contest the same in a timely manner;

d. an involuntary petition shall be filed or an involuntary proceeding
shall be commenced seeking liquidation, reorganization or other relief in
respect of the Borrower 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;

then, and in any such event, so long as the same may be continuing, (A) if such
event is an Event of Default specified in Section (c) or (d) above with respect
to the Borrower, automatically all amounts owing with respect to the Agreement,
this Note, the Subordinated 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 Borrower and (B) if such event is any other Event of Default the Holder
shall by notice in writing to the Borrower, declare all amounts owing with
respect to the Agreement, this Note, the Subordinated Note and the other
Security Instruments 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 Borrower.

Borrower shall pay all costs and reasonable attorneys' fees incurred in
collecting or enforcing this Note, the Subordinated Note or the other Security
Instruments, whether suit be brought or not. Any failure of Holder to exercise
such option to accelerate shall not constitute a waiver of the right to exercise
such option to accelerate at any future time. Any failure of Holder to exercise
such option to accelerate shall not constitute a waiver of the right to exercise
such option to accelerate at any future time.

Acceptance by Holder of any payment in an amount less than the amount then
due shall be deemed an acceptance on account only, and the failure to pay the
entire amount then due shall be and continue to be an Event of Default or
default. At any time thereafter and until the entire amount then due has been
paid, Holder shall be entitled to exercise all rights conferred upon it in this
Note, upon the occurrence of an Event of Default.

Borrower and every person and entity at any time liable for the payment of
the evidenced debt expressly authorize Holder to immediately apply to the
payment of this Note any sum of money or other property belonging to Borrower or
any such person or entity, deposited or otherwise in the hands of Holder;
provided, however, that neither this authority, nor the fact that it may not be
exercised, shall alter or modify in any manner the obligation herein incurred.

WAIVER

Borrower, for itself and its legal representatives, successors and
assigns, and every person and entity at any time liable for the indebtedness
hereunder, or any part thereof, expressly waives presentment, demand, protest,
notice of dishonor, notice of nonpayment, notice of maturity, notice of protest,
presentment for the purpose of accelerating maturity, diligence in collection,
marshalling rights, subrogation rights, and any exemption under the homestead
exemption laws, if any, or any other exemption or insolvency laws. Borrower
consents that Holder may release, exchange or substitute any real estate and/or
personal property or other collateral security now held, or which may hereafter
be held as security for the payment of this Note, and may extend the time for
payment or otherwise modify the terms of payment of any part or the whole of the
debt evidenced hereby.

5
<PAGE>

GOVERNING LAW, SUCCESSORS AND ASSIGNS AND MISCELLANEOUS

This Note is delivered and accepted in the State of Michigan and shall be
governed and construed in accordance with its laws. If any provision of this
Note is in conflict with any statute or applicable rule of law, or is otherwise
unenforceable for any reason whatsoever, such provision shall be deemed null and
void to the extent of such conflict or unenforceability and shall be deemed
separate from and shall not invalidate any other provision of this Note. Time
shall be of the essence under this Note. This Note may not be amended except by
a writing signed by Borrower and Holder. This Note shall, in accordance with its
terms, be binding upon Borrower, its officers and their respective personal
representatives, heirs and successors and assigns (which shall include, without
limitation, all subsequent owners of any interest in any of the collateral and
security provided by the Mortgage, the Leasehold Mortgage and other Security
Instruments) and shall inure to the benefit of Holder and its successors and
assigns. The paragraph captions provided in this Note are for convenience only
and shall not affect the meaning, interpretation or construction of the
provisions hereof.

IN WITNESS WHEREOF, Borrower has caused this Note to be executed on the
day and year first written above.

BIG BUCK BREWERY & STEAKHOUSE, INC.,
a Michigan corporation, f/k/a Michigan Brewery, Inc.

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

<PAGE>

EXHIBIT 10.39

NO SALE, OFFER TO SELL OR TRANSFER OF THESE SECURITIES SHALL BE MADE WITHOUT (i)
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH SALE,
OFFER, OR TRANSFER MAY BE MADE WITHOUT REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) SUCH REGISTRATION OR
QUALIFICATION.

BIG BUCK BREWERY & STEAKHOUSE, INC.
COMMON STOCK PURCHASE WARRANT

Big Buck Brewery & Steakhouse, Inc., a Michigan corporation (the
"Company"), hereby agrees that, for value received, WAYNE COUNTY EMPLOYEES'
RETIREMENT SYSTEM or its assigns, is entitled, subject to the terms set forth
below, to purchase from the Company at any time or from time to time before 5:00
p.m., Minneapolis, Minnesota time, on February 27, 2004, Two Hundred Thousand
(200,000) shares (the "Warrant Shares") of the $.01 par value common stock of
the Company (the "Common Stock") at an exercise price of Two Dollars and No
Cents ($2.00) per share.

1. EXERCISE OF WARRANT; CASHLESS EXERCISE.

(a) EXERCISE OF WARRANT. The purchase rights granted by this Warrant
shall be exercised by the holder surrendering this Warrant with the
Warrant Exercise Form attached hereto duly executed by such holder, to the
Company at its principal office, accompanied by payment, in cash, by
cashier's check payable to the order of the Company or by wire transfer to
an account specified by the Company, of the purchase price payable in
respect of the Warrant Shares being purchased. If less than all of the
Warrant Shares purchasable hereunder are purchased, the Company will, upon
such exercise, execute and deliver to the holder hereof a new Warrant
evidencing the number of Warrant Shares not so purchased. As soon as
practicable after the exercise of this Warrant and payment of the purchase
price, the Company will cause to be issued in the name of and delivered to
the holder hereof, or as such holder may direct, a certificate or
certificates representing the Warrant Shares purchased upon such exercise.

(b) CASHLESS EXERCISE. In lieu of payment of cash upon exercise of
this Warrant, the holder may effect a "cashless" exercise of the Warrant
by surrendering this Warrant with the Warrant Exercise Form attached
hereto duly executed by such holder to the Company at its principal
office. The exercise price for the Securities to be acquired in the
exchange shall be paid by the surrender, as indicated in the Warrant
Exercise Form of such additional number of Warrants as equals the
aggregate exercise price of the Warrants desired to be exercised, divided
by the difference obtained by subtracting the per share exercise price of
this Warrant from the Market Price of the Warrant Shares. The "Market
Price" is defined as the average of the closing bid and ask prices for the
Warrant Shares on the last date on which Warrant Shares were traded prior
to the date of the Warrant Exercise Form which shall not be later than the
date the Warrant Exercise Form is given to the Company.

(c) LEGEND. The Company may require that the Warrant Share
certificate or certificates contain on the face thereof a legend
substantially as follows:

No sale, offer to sell or transfer of the shares represented by this
certificate shall be made without (i) the opinion of counsel
reasonably satisfactory to the Company that such sale, offer, or
transfer may be made without registration or qualification under the
Securities Act and applicable state securities laws or (ii) such
registration or qualification.

2. NEGOTIABILITY AND TRANSFER. This Warrant is issued upon the following
terms, to which each holder hereof consents and agrees:

<PAGE>

(a) This Warrant may not be sold, transferred, assigned or
hypothecated without (i) an opinion of counsel reasonably satisfactory to
the Company that such sale, transfer, assignment or hypothecation may be
made without registration or qualification under the Securities Act and
applicable state securities laws or (ii) such registration or
qualification.

(b) Until the Company receives notice of a transfer of this Warrant,
the Company may treat the registered holder of this Warrant as absolute
owner hereof for all purposes without being affected.

(c) Each successive holder of this Warrant, or of any portion of the
rights represented hereby, shall be bound by and receive the benefits of
the terms, conditions and rights set forth herein.

4. SALE OF OPTIONS, RIGHTS OR CONVERTIBLE SECURITIES. In the event the
Company shall at any time or from time to time, issue shares of Common Stock,
options, warrants or rights to subscribe for shares of Common Stock, or issue
any securities convertible into or exchangeable for shares of Common Stock, for
a consideration per share (determined by dividing the Net Aggregate
Consideration (as determined below) by the aggregate number of shares of Common
Stock that would be issued if all such shares of Common Stock, options,
warrants, rights or convertible securities were exercised or converted to the
fullest extent permitted by their terms) of less than $2.00, the exercise price
of this Warrant shall be reduced to an amount determined by multiplying such
exercise price by a fraction:

(a) the numerator of which shall be (X) the number of shares of
Common Stock of all classes outstanding immediately prior to the issuance
of such options, rights or convertible securities (excluding authorized
but unissued shares held by the Company but including all shares of Common
Stock issuable upon conversion or exercise of any outstanding, options,
warrants, rights or convertible

2
<PAGE>

securities), plus (Y) the number of shares of Common Stock which the total
amount of consideration received by the Company for the issuance of such
options, warrants, rights or convertible securities plus the minimum
amount set forth in the terms of such security as payable to the Company
upon the exercise or conversion thereof (the "Net Aggregate
Consideration") would purchase at the exercise price prior to adjustment,
and

(b) the denominator of which shall be (X) the number of shares of
Common Stock of all classes outstanding immediately prior to the issuance
of such options, warrants, rights or convertible securities (excluding
authorized but unissued shares held by the Company but including all
shares of Common Stock issuable upon conversion or exercise of any
outstanding options, warrants, rights or convertible securities), plus (Y)
the aggregate number of shares of Common Stock that would be issued if all
such options, warrants, rights or convertible securities were exercised or
converted

5. NOTICE OF CORPORATE ACTION. IF AT ANY TIME:

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

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

(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 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;

then, the Company shall give notice to the holder hereof 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
Common Stock of record shall (i) participate in such dividend, distribution or
subscription rights; (ii) shall 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) shall 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.

6. NOTICES. All notices and other communications in connection with this
Warrant must be in writing and, except as otherwise provided herein, will be
deemed to have been duly given (i) when mailed by certified or registered mail,
postage prepaid, return receipt requested, (ii) when sent by facsimile, with
written confirmation of receipt, or (iii) when delivered to the addressee if
sent by a nationally recognized overnight delivery service (receipt requested).
Any notice required or permitted to be given to the holder of this Warrant shall
be mailed, sent or delivered to the registered holder of the Warrant at his or
her last known post office address or facsimile number appearing on the books of
the Company.

7. RESERVATION OF COMMON STOCK. The Company will at all times reserve and
keep available such number of its authorized but unissued shares of Common Stock
as will be sufficient to permit the exercise in full of this Warrant.

3
<PAGE>

8. MISCELLANEOUS. Whenever reference is made herein to the issue or sale
of shares of Common Stock, the term "Common Stock" shall include any stock of
any class of the Company other than preferred stock that has a fixed limit on
dividends or a payment preference in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company. The Company will not, by
amendment of its Articles of Incorporation or through reorganization,
consolidation, merger, dissolution, or sale of assets, or by any other voluntary
act or deed, avoid or seek to avoid the observance or performance of any of the
covenants, stipulations, or conditions to be observed or performed hereunder by
the Company, but will, at all times in good faith, assist, insofar as it is
able, in the carrying out of all provisions hereof and in the taking of all
other action which may be necessary in order to protect the rights of the holder
hereof against dilution. The representations, warranties, and agreements herein
contained shall survive the exercise of this Warrant. References to the "holder
of" include the immediate holder of Warrant Shares purchased on the exercise of
this Warrant, and the word "holder" shall include the plural thereof. This
Common Stock Purchase Warrant shall be interpreted under the laws of the State
of Michigan. All Warrant Shares or other securities issued upon the exercise of
the Warrant shall be validly issued, fully paid and nonassessable.
Notwithstanding anything contained herein to the contrary, the holder of this
Warrant shall not be deemed a shareholder of the Company for any purpose
whatsoever until and unless this Warrant is duly exercised.

IN WITNESS WHEREOF, the undersigned has caused this Warrant to be signed
by its duly authorized officer this 4th day of February, 2000.

BIG BUCK BREWERY & STEAKHOUSE, INC.

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

4
<PAGE>

WARRANT EXERCISE FORM

To be signed only upon exercise of Warrant.

[ ] herewith makes payment of $__________ therefor in cash, by cashier's
check payable to the order of the Company or by wire transfer to an account
specified by the Company; or

[ ] in lieu of the payment of cash, hereby surrenders the Warrant with
respect to an additional ______________ Warrant Shares (the average of the
closing bid and ask prices of the Warrant Shares on the ____ day of ___________,
20__ was $_______ per share);

and requests that such Warrant Shares be issued and be delivered to the address
for which is set forth below the signature of the undersigned.

Dated:____________________

_____________________________________
(Taxpayer's I.D. Number)

_____________________________________
(Signature)

_____________________________________
(Address)

5
<PAGE>

ASSIGNMENT FORM

To be signed only upon authorized transfer of Warrant.

Dated:____________________

_____________________________________
(Signature)

_____________________________________
(Address)

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
of our report dated March 21, 2000 included in this Form 10-KSB, into Big Buck's
previously filed Registration Statement File Nos. 333-29149, 333-29151,
333-34731, 333-71161, 333-91775 and 333-03548.

/s/ Plante & Moran, LLP

Grand Rapids, Michigan
March 27, 2000

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
of our report dated February 19, 1999 included in this Form 10-KSB, into Big
Buck Brewery & Steakhouse, Inc.'s previously filed Registration Statement File
Nos. 333-29149, 333-29151, 333-34731, 333-71161, 333-91775 and 333-03548.

/s/ Arthur Andersen LLP

Minneapolis, Minnesota
March 27, 2000

<PAGE>

EXHIBIT 99

CAUTIONARY STATEMENT

BIG BUCK BREWERY & STEAKHOUSE, INC., OR PERSONS ACTING ON BEHALF OF BIG
BUCK, OR OUTSIDE REVIEWERS RETAINED BY BIG BUCK MAKING STATEMENTS ON BEHALF OF
BIG BUCK, OR UNDERWRITERS OF BIG BUCK'S SECURITIES, FROM TIME TO TIME, MAY MAKE,
IN WRITING OR ORALLY, "FORWARD-LOOKING STATEMENTS" AS DEFINED UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. THIS CAUTIONARY STATEMENT, WHEN USED
IN CONJUNCTION WITH AN IDENTIFIED FORWARD- LOOKING STATEMENT, IS FOR THE PURPOSE
OF QUALIFYING FOR THE "SAFE HARBOR" PROVISIONS OF THE LITIGATION REFORM ACT AND
IS INTENDED TO BE A READILY AVAILABLE WRITTEN DOCUMENT THAT CONTAINS FACTORS
WHICH COULD CAUSE RESULTS TO DIFFER MATERIALLY FROM SUCH FORWARD-LOOKING
STATEMENTS. THESE FACTORS ARE IN ADDITION TO ANY OTHER CAUTIONARY STATEMENTS,
WRITTEN OR ORAL, WHICH MAY BE MADE, OR REFERRED TO, IN CONNECTION WITH ANY SUCH
FORWARD-LOOKING STATEMENT.

THE FOLLOWING MATTERS, AMONG OTHERS, MAY HAVE A MATERIAL ADVERSE EFFECT ON
THE BUSINESS, FINANCIAL CONDITION, LIQUIDITY, RESULTS OF OPERATIONS OR
PROSPECTS, FINANCIAL OR OTHERWISE, OF BIG BUCK. REFERENCE TO THIS CAUTIONARY
STATEMENT IN THE CONTEXT OF A FORWARD-LOOKING STATEMENT OR STATEMENTS SHALL BE
DEEMED TO BE A STATEMENT THAT ANY ONE OR MORE OF THE FOLLOWING FACTORS MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN SUCH FORWARD-LOOKING STATEMENT
OR STATEMENTS.

LACK OF PROFITABILITY; SHORT OPERATING HISTORY

Big Buck incurred net losses of $1,288,925 and $1,359,754 during the
fiscal years ended January 2, 2000 and January 3, 1999, respectively. To date,
Big Buck has opened three Big Buck Brewery & Steakhouses in the following
Michigan cities: Gaylord, Grand Rapids and Auburn Hills. Prior to the opening of
the Gaylord unit in May 1995, Big Buck had no operations or revenues.
Accordingly, Big Buck's operations are subject to all of the risks inherent in
the establishment of a new business enterprise, including a short operating
history. The likelihood of success of Big Buck must be evaluated in light of the
problems, expenses, difficulties, complications and delays frequently
encountered in connection with the establishment of a business. There can be no
assurance that future operations of any unit will be profitable. Future revenues
and profits, if any, will depend upon various factors, including the quality of
restaurant operations, the acceptance of Big Buck's beer and general economic
conditions. In general, restaurants experience a decline in revenue growth or in
actual revenues following a period of excitement which accompanies their
opening. There can be no assurance that Big Buck will operate profitably or that
it will successfully implement its plans to open additional units, in which case
Big Buck will continue to depend on the revenues of the Gaylord, Grand Rapids
and Auburn Hills units.

FUTURE CAPITAL REQUIREMENTS; UNCERTAINTY OF ADDITIONAL FUNDING

Big Buck's ability to execute its business strategy depends on its ability
to obtain substantial financing for the development of additional units. The
failure of Big Buck to raise capital when needed could have a material adverse
effect on Big Buck's business, operating results and financial condition. No
assurance can be given that Big Buck will be able to secure additional financing
when required, if at all. If Big Buck is able to obtain financing, there can be
no assurance that it will be on terms favorable or acceptable to Big Buck. To
obtain additional financing, Big Buck anticipates that it will be required to
sell additional equity securities. New investors may seek and obtain
substantially better terms than those available to investors purchasing shares
of Common Stock on the open market and Big Buck's issuance of securities in the
future may result in substantial dilution. Big Buck's agreement with Wayne
County Employees' Retirement System ("WCERS") imposes certain limitations on Big
Buck's ability to incur additional indebtedness. These restrictions may impede
Big Buck's ability to secure financing for future expansion and operations.
Ultimately, if additional capital does not become available to Big Buck when
required, it will be required to scale back or eliminate its expansion plans and
it may be required to scale back its operations.

<PAGE>

EXPANSION PLAN RISKS

Development is currently underway for the fourth Big Buck Brewery &
Steakhouse in Grapevine, Texas, a suburb of Dallas. Through March 1, 2000, Big
Buck had contributed approximately $1.8 million to the limited partnership to
fund construction of the Grapevine unit. In addition to the availability of
adequate financing, successful expansion of Big Buck's operations will be
largely dependent upon a variety of factors, some of which are currently unknown
or beyond Big Buck's control, including customer acceptance of Big Buck Brewery
& Steakhouses and Big Buck Beer; the ability of management to identify suitable
sites and to negotiate purchases of such sites; the ability of management to
secure future joint venture agreements or other methods of financing; timely and
economic development and construction of units; timely approval from local
governmental authorities; the hiring of skilled management and other personnel;
the ability of management to apply its policies and procedures to a larger
number of units; the general ability to successfully manage growth; and the
general state of the economy. There can be no assurance that Big Buck will be
able to open the Grapevine unit or any additional units.

Big Buck's strategy includes operating a brewery at each unit. Successful
operation of separate breweries will require Big Buck to overcome various
organizational challenges such as increasing and maintaining production and
establishing and maintaining quality control over numerous geographically
separated units. In attempting to expand beer distribution, Big Buck will be
required to establish and manage relationships with wholesale distributors,
retailers and consumers in new markets. Big Buck is the sole promoter of sales
of its beer in new markets. Consumer tastes and preferences may vary from market
to market. There can be no assurance that Big Buck will be successful in
entering new markets.

STATE LAWS MAY LIMIT GROWTH

Big Buck is licensed under Michigan law as a "microbrewery." A
microbrewery in Michigan is limited to the production of not more than 30,000
barrels of beer per year by all breweries owned or controlled by the same
entity, whether within or outside Michigan. Without a change in current law, Big
Buck intends to limit its sales of beer off-site so as to reserve its brewing
capacity for sales of beer on-site, which provide Big Buck substantially higher
margins, but do not reach the same customer base. There can be no assurance that
legislation raising the barrelage ceiling will pass, that any such legislation
will pass in a form which would facilitate Big Buck's expansion plans, or that
if such legislation is not passed, Big Buck will be able to become licensed to
brew in excess of 30,000 barrels of beer per year.

JOINT VENTURE

Big Buck plans to operate the Grapevine unit, which is currently under
construction, pursuant to a joint venture agreement with Bass Pro. In September
1999, Bass Pro declared the limited partnership agreement of Buck & Bass, L.P.
and the commercial sublease agreement for the Grapevine site to be breached and
in default due to, among other things, Big Buck's failure to make its required
capital contribution. In February 2000, Big Buck made all required capital
contributions and satisfied all subcontractors' liens and claims. In March 2000,
Big Buck and Bass Pro agreed in writing to the reinstatement of the limited
partnership agreement and the sublease.

Pursuant to a separate commercial sublease agreement, the limited
partnership created by the joint venture leases the Grapevine site from Bass Pro
over a 15-year term. The lease may be extended at the option of Bass Pro for
seven additional five-year terms. The sublessee is obligated to pay an annual
percentage rent in the amount

2
<PAGE>

of 5.5% on gross sales less than $11.0 million per year and 6.5% on gross sales
in excess of $11.0 million per year (with a minimum annual base rent of
$385,000). Bass Pro may terminate in the event of a default which is not cured
within the applicable grace period. In March 2000, Big Buck and Bass Pro
agreed in writing to revise the definition of default under the sublease. As
amended, the sublease provides that a default includes, but is not limited to,
(a) the sublessee's failure to remain open during all business days, (b) the
sublessee's failure to maintain on duty a fully trained service staff, (c) the
sublessee's failure to provide high quality food of the type provided at the
Gaylord unit, (d) the sublessee's failure to achieve gross sales in the first
full calendar year immediately following the opening and for each calendar year
thereafter of $7.0 million, (e) the sublessee encumbering in any manner any
interest in the subleased premises, or (f) the sublessee's failure to conduct
full and complete customer surveys no less frequently than each calendar
quarter.

The minimum annual base rent is required whether the Grapevine unit is
profitable or not. In the event that the sublessee is required to pay in excess
of the minimum annual base rent, the funds available to Big Buck for working
capital and development plans will be reduced. In the event of a default and
termination of the joint venture agreement, Big Buck's interest in the Grapevine
unit would be eliminated. This would have a material adverse impact on Big
Buck's business, operating results and financial condition.

SALE/LEASEBACKS

In April 1997, Big Buck sold the Grand Rapids site, including all
improvements thereto, to an unrelated third party, Eyde Brothers Development
Co., pursuant to a real estate purchase and leaseback agreement for $1.4
million. Pursuant to a separate lease agreement, Big Buck leases the Grand
Rapids site at a minimum annual base rent of $140,000 and a maximum annual
base rent of $192,500 over a ten-year term. The lease may be extended at the
option of Big Buck for two additional five-year terms. In addition to the
annual base rent, Big Buck is obligated to pay an annual percentage rent in
the amount of 5% on gross sales at the site in excess of $2.9 million per
year. In March 2000, the lease was amended to adjust the gross sales level
over which annual percentage rate is payable to $1.5 million per year. As
amended, the lease further provides that, commencing April 2000, in the event
annual gross sales do not exceed $1.5 million for any year of the lease term,
the lessor could require Big Buck to repurchase the Grand Rapids site for
$1.4 million, plus $70,000 for each lease year on a pro rata basis. Big Buck
has the option to purchase the Grand Rapids site from the lessor after the
seventh full lease year for $1.4 million, plus $70,000 for each lease year on
a pro rata basis. Should a repurchase be required, Big Buck believes that it
would be able to obtain mortgage financing sufficient to pay the required
purchase price. There can be no assurance that such mortgage financing, in
the event repurchase were required, would be available on terms acceptable to
Big Buck or at all.

In August 1997, Big Buck entered into a real estate purchase and leaseback
agreement providing for the sale of the Auburn Hills site to an unrelated third
party, Michael G. Eyde, for $4.0 million. In connection with this transaction,
Big Buck granted a five-year stock option, exercisable at $5.00 per share, for
50,000 shares of its Common Stock to Mr. Eyde. Big Buck leases the Auburn Hills
site pursuant to a separate lease agreement which provides for a minimum annual
base rent of $400,000, and a maximum annual base rent of $550,000. The lease has
a 25-year term and Big Buck is able to extend such term for two additional
ten-year terms. In addition to the annual base rent, Big Buck is obligated to
pay an annual percentage rent of 5.25% of gross sales at the site in excess of
$8.0 million per year. In the event that such annual gross sales do not exceed
$8.0 million for any two consecutive years during the lease term, the lessor
could require Big Buck to repurchase the Auburn Hills site for $4.0 million,
plus $200,000 for each lease year on a pro rata basis. Big Buck was required to
pay Mr. Eyde annual percentage rent of $46,000 based upon annual gross sales for
the first year of the lease term. Annual gross sales for the second year of the
lease term did not exceed $8.0 million. Independent of annual gross sales, the
lessor has the option to require Big Buck to repurchase the Auburn Hills site
for $4.0 million, plus $200,000 for each lease year on a pro rata basis, for a
limited period of time. In February 2000, the lessor and Big Buck amended the
lease agreement to provide that such right may be exercised by the lessor prior
to the expiration of the fourth full lease year and that the lessor may require
Big Buck to issue Common Stock (valued at $4.00 per share) in payment of such
repurchase price. Big Buck also has the option to purchase the Auburn Hills site
from the lessor after the seventh full lease year for the same price.

3
<PAGE>

POTENTIAL INABILITY TO REPAY EXISTING INDEBTEDNESS

Big Buck had a working capital deficit of $3,934,396 at January 2, 2000,
and a working capital deficit of $1,978,841 at January 3, 1999. In the past, Big
Buck obtained working capital through its credit facility with NBD Bank and
obtained additional working capital pursuant to a promissory note with Crestmark
Bank. In February 2000, Big Buck refinanced such indebtedness through the
issuance of 10% convertible secured promissory notes to WCERS aggregating $7.5
million in principal. Of such amount, approximately $1.6 million must be repaid
in full by October 2000. The remaining $5.9 million must be repaid in full by
February 2003.

Big Buck granted the following security interested to WCERS in connection
with the February 2000 financing: (a) a pledge of Big Buck's limited partnership
interest in Buck & Bass, L.P., (b) a pledge of Big Buck's shares of the issued
and outstanding common stock of BBBP Management Company, (c) a security
interest, assignment or mortgage, as applicable, in Big Buck's interest in all
assets (now or hereafter owned), ownership interests, licenses, and permits,
including, without limitation, a mortgage encumbering the Gaylord site and
Auburn Hills site. Big Buck also agreed in connection with such financing that
it would 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 $1.5 million in the aggregate. Any such indebtedness, not in the
ordinary course of business or in excess of $1.5 million, requires the approval
of WCERS, except that WCERS will approve any indebtedness incurred to repay Big
Buck's obligation to WCERS so long as such payment does not materially and
adversely affect WCERS. Big Buck also granted to WCERS a right of first refusal
pursuant to which WCERS may, for so long as the convertible note is outstanding
or WCERS owns more than 15% of Big Buck's Common Stock, elect to purchase
securities offered by Big Buck, within 45 days of the receipt of notice by
WCERS, at the same price and on the same terms and conditions as are offered to
a third party.

In the event of a default which is not waived under Big Buck's agreement
with WCERS, Big Buck's assets would be at risk. There can be no assurance that
Big Buck will be able to repay or refinance its indebtedness to WCERS. Without
additional financing, Big Buck's leveraged position and requirements for
payments to WCERS may require Big Buck to liquidate all or a portion of its
assets.

COMPETITION; CERTAIN FACTORS AFFECTING THE RESTAURANT AND BREWING INDUSTRIES

The restaurant industry is highly competitive with respect to price,
service, food quality (including taste, freshness, and nutritional value) and
location. New restaurants have a high failure rate. The restaurant industry is
also generally affected by changes in consumer preferences, national, regional
and local economic conditions, and demographic trends. The performance of
individual restaurants may also be affected by factors such as traffic

4
<PAGE>

patterns, demographic considerations, and the type, number and location of
competing restaurants. In addition, factors such as inflation, increased food,
labor and employee benefit costs, and the lack of availability of experienced
management and hourly employees may also adversely affect the restaurant
industry in general and Big Buck's units in particular. Restaurant operating
costs are further affected by increases in the minimum hourly wage, unemployment
tax rates and similar matters over which Big Buck has no control. There are
numerous well- established competitors, including national, regional and local
restaurant chains, possessing substantially greater financial, marketing,
personnel and other resources than Big Buck. Big Buck also competes with a large
variety of locally owned restaurants, diners and other establishments that offer
moderately priced food to the public and with other microbrewery/restaurants in
a highly competitive and developing microbrewery and brewpub restaurant market.
Other restaurants and companies could utilize the Big Buck Brewery & Steakhouse
format or a related format. There can be no assurance that Big Buck will be able
to respond to various competitive factors affecting the restaurant industry.

The domestic beer market is highly competitive due to the enormous
advertising and marketing expenditures by national and major regional brewers;
the continuing proliferation of microbreweries, regional craft breweries,
brewpubs and other small craftbrewers; the introduction of fuller-flavored
products by certain major national brewers; and a general surplus of domestic
brewing capacity, which facilitates existing contract brewer expansion and the
entry of new contract brewers. Although domestic demand for craftbrewed beers
has increased dramatically over the past decade, there can be no assurance that
this demand will continue. Big Buck anticipates intensifying competition in the
craftbrewed and fuller-flavored beer markets. Most of Big Buck's brewing
competitors possess financial, marketing, personnel and other resources
substantially greater than those of Big Buck, and there can be no assurance that
Big Buck will be able to succeed against intensified competition in the
craftbrewed and fuller-flavored beer markets.

BREWERY OPERATING HAZARDS

Big Buck's brewing operations are subject to certain hazards and liability
risks faced by all brewers, such as potential contamination of ingredients or
products by bacteria or other external agents that may be wrongfully or
accidentally introduced into products or packaging. Big Buck's products are not
pasteurized. While Big Buck has never experienced a contamination problem in its
products, the occurrence of such a problem could result in a costly product
recall and serious damage to Big Buck's reputation for product quality. Big
Buck's operations are also subject to certain injury and liability risks
normally associated with the operation and possible malfunction of brewing and
other equipment. Although Big Buck maintains insurance against certain risks
under various general liability and product liability insurance policies, there
can be no assurance that Big Buck's insurance will be adequate.

BEER AND LIQUOR REGULATION

A significant percentage of Big Buck's revenue is derived from beer and
wine sales. On-site sales of beer and wine, including gift shop sales, accounted
for 19.3% of revenues and off-site sales of beer accounted for an additional
0.8% of revenues during 1999. Big Buck must comply with federal licensing
requirements imposed by the Bureau of Alcohol, Tobacco and Firearms of the
United States Department of Treasury, as well as the licensing requirements of
states and municipalities where its units are or will be located. Failure to
comply with federal, state or local regulations could cause Big Buck's licenses
to be revoked and force it to cease brewing and selling its beer or producing
and selling its wine. Typically, licenses must be renewed annually and may be
revoked or suspended for cause at any time. Additionally, state liquor laws may
prevent or impede the expansion of Big Buck into certain markets. While Big Buck
has not experienced and does not anticipate any significant problems in
obtaining required licenses, permits or approvals, any difficulties, delays or
failures in obtaining such required licenses, permits or approvals could delay
or prevent the opening of a unit in a particular area. In addition, changes in a
jurisdiction's legislation, regulations or administrative interpretations of
liquor laws after the opening of a unit may prevent or hinder Big Buck's
expansion or operations in that jurisdiction or increase operating costs.

5
<PAGE>

RESTAURANT REGULATION

The restaurant industry is subject to numerous federal, state and local
government regulations, including those relating to the preparation and sale of
food and to building and zoning requirements. Big Buck is subject to regulation
by air and water pollution control divisions of the Environmental Protection
Agency of the United States and by certain states and municipalities in which
its units are or will be located. Big Buck is also subject to laws governing its
relationship with employees, including minimum wage requirements, overtime,
working and safety conditions and citizenship requirements. Restaurant operating
costs are affected by increases in the minimum hourly wage, unemployment tax
rates, sales taxes and similar matters, such as any government mandated health
insurance, over which Big Buck has no control.

TAXES; SMALL BREWER'S EXCISE TAX CREDIT

The federal government imposes an excise tax of $18.00 on each barrel of
beer produced for domestic consumption in the United States. However, each
brewer with production under 2,000,000 barrels per year is granted a small
brewer's excise tax credit in the amount of $11.00 per barrel on its first
60,000 barrels produced annually. No assurance can be given that the federal
government will not reduce or eliminate this credit. To the extent Big Buck's
production increases to amounts over 60,000 barrels per year, there will be an
increase in the average federal excise tax rate of Big Buck. Michigan imposes an
excise tax of $6.30 per barrel on each barrel of beer sold in Michigan. However,
each brewer which is a "microbrewery" under Michigan law (presently with
production of not more than 30,000 barrels per year) is granted a microbrewer's
excise tax credit in the amount of $2.00 per barrel. To the extent Big Buck's
production increases to amounts over 30,000 barrels per year, there will be an
increase in the average Michigan excise tax rate of Big Buck. Upon opening of
the Grapevine unit, Buck & Bass, L.P. will become subject to exercise taxes
under Texas law. Excise taxes in Texas are $6.14 per barrel for ale and malt
liquor, and $6.00 per barrel for beer. However, Texas grants a 25% tax exemption
for manufacturers of beer whose annual production in Texas does not exceed
75,000 barrels of beer per year. As a result, Buck & Bass, L.P. believes it will
face an effective excise tax of $4.50 per barrel for beer. To the extent
production of beer increases to an amount over 75,000 barrels per year in Texas,
there will be an increase in the average Texas excise tax rate of Buck & Bass,
L.P. Big Buck held an effective 89.9% interest in Buck & Bass, L.P. as of March
1, 2000. Big Buck is also subject to federal and state excise taxes on the wine
it sells in its Michigan units. See "Business - Restaurant Regulation."

Other states and municipalities into which Big Buck may expand also impose
excise or other taxes or special charges on alcoholic beverages in varying
amounts, which amounts are subject to change. It is possible that in the future
the rate of excise taxation could be increased by either federal or state
governments, or both. Increased excise taxes on alcoholic beverages have been
considered by the federal government as an additional source of tax revenue in
connection with various proposals and could be included in future legislation.
Future increases in excise taxes on alcoholic beverages, if enacted, could
adversely affect Big Buck's business, operating results and financial condition.

DEPENDENCE ON KEY PERSONNEL; NEED FOR ADDITIONAL PERSONNEL

Big Buck's future success will depend in large part upon the continued
service of its key management personnel including William F. Rolinski, Gary J.
Hewett and Anthony P. Dombrowski. Given Big Buck's limited operating history,
Big Buck is dependent on its ability to identify, hire, train and motivate
qualified personnel necessary to enable it to continue operations. Big Buck does
not have key person life insurance policies on any of its employees. The
departure of key employees could have a material adverse effect on Big Buck's
business,

6
<PAGE>

operating results and financial condition. Big Buck's success will also be
dependent upon its ability to attract and retain qualified people, including
additional management personnel. While it has been successful to date in
attracting a management team and a restaurant staff, no assurance can be given
that Big Buck's current employees will continue to work for Big Buck or that Big
Buck will be able to obtain the services of additional personnel necessary for
Big Buck's growth. To date, Big Buck has not entered into any agreements
providing for the continued employment of its personnel.

NO ASSURANCE AS TO LIQUIDITY ON THE NASDAQ SMALLCAP MARKET

Big Buck's Common Stock, Class A Warrants and units (each consisting of
one share of Common Stock and one Class A Warrant) are currently listed on the
Nasdaq SmallCap Market. There can be no assurance that an active public market
will develop or be sustained for Big Buck's securities. In addition, if Big
Buck's securities do not continue to trade on the Nasdaq SmallCap Market, the
securities would become subject to certain rules of the SEC relating to "penny
stocks." Such rules require broker-dealers to make a suitability determination
for purchasers and to receive the purchaser's prior written consent for a
purchase transaction, thus restricting the ability to purchase or sell the
securities in the open market.

POSSIBLE REDEMPTION OF THE CLASS A WARRANTS

Big Buck's Class A Warrants, which were sold in connection with Big Buck's
initial public offering, are subject to redemption at any time by Big Buck at
$0.01 per warrant, on 30 days' prior written notice, if the high closing bid
price of the Common Stock exceeds $9.00 per share (subject to adjustment) for 20
consecutive trading days. If the Class A Warrants are redeemed, those
warrantholders will lose their right to exercise such warrants except during
such 30-day redemption period. Redemption of the Class A Warrants could force
the holders to exercise such warrants at a time when it may be disadvantageous
for the holders to do so or to accept the redemption price of $0.01 per warrant.

LIMITATION ON OWNERSHIP OF COMMON STOCK

The Michigan Liquor Control Act and Big Buck's Restated Articles of
Incorporation prohibit the acquisition of ten percent or more of the outstanding
Common Stock of Big Buck without the prior approval of the Michigan Liquor
Control Commission. A person seeking to acquire ten percent or more of the
outstanding Common Stock of Big Buck must (a) provide Liquor Control information
regarding such person, including without limitation thereto, information
regarding other alcoholic liquor business management experience, in such form,
and with such updates, as may be required by Liquor Control; (b) respond to
written or oral questions from Liquor Control; and (c) consent to the
performance of any background investigation that may be required by Liquor
Control, including without limitation thereto, an investigation of certain past
criminal convictions of such person. Further, no person shall acquire any
outstanding Common Stock of Big Buck in violation of the Michigan Liquor Control
Act, as it may be amended from time to time. If a person holds outstanding
Common Stock of Big Buck in violation of either of the above restrictions, such
person's securities holdings are subject to redemption at any time by Big Buck
by action of the Board of Directors. Redemption could force such disqualified
holders to sell their shares back to Big Buck at a time when it may be
disadvantageous for the holders to do so.

CONTROL BY MANAGEMENT

As of March 1, 2000, the current officers and directors of Big Buck
beneficially owned approximately 46% of the outstanding Common Stock.
Accordingly, such persons can exert substantial influence over the composition
of Big Buck's Board of Directors and generally direct the affairs of Big Buck
and may have the power to control the outcome of shareholder approvals of
business acquisitions, mergers and combinations and other actions.

7
<PAGE>

SEASONALITY AND FLUCTUATIONS IN QUARTERLY RESULTS

Big Buck's sales and earnings are expected to fluctuate based on seasonal
patterns. Based on its existing units, Big Buck anticipates that its highest
earnings will occur in the second and third calendar quarters due to the milder
climate during those quarters in Michigan. Big Buck believes, however, that
future expansion into markets outside Michigan, if any, will mitigate the effect
of seasonality on its business. Quarterly results in the future are also likely
to be substantially affected by the timing of new unit openings. Because of the
effect of seasonality on Big Buck's business and the impact of new unit
openings, results for any quarter are not necessarily indicative of the results
for a full fiscal year.

MICHIGAN ANTI-TAKEOVER LAWS

Big Buck is subject to Michigan statutes regulating business combinations
and restricting voting rights of certain persons acquiring shares of Common
Stock which may hinder or delay a change in control of Big Buck.

VOLATILITY OF MARKET PRICE OF COMMON STOCK

The market price of Big Buck's Common Stock has been subject to
significant fluctuations in response to numerous factors, including variations
in the annual or quarterly financial results of Big Buck or its competitors,
changes by financial research analysts in their estimates of the earnings of Big
Buck or its competitors, conditions in the economy in general or in the brewing
industry in particular, unfavorable publicity or changes in applicable laws and
regulations (or judicial or administrative interpretations thereof) affecting
Big Buck or the brewing industry. During 1998, Big Buck's Common Stock ranged
from a high of $5.875 on March 2, 1998, to a low of $2.125 on October 8, 1998.
During 1999, Big Buck's Common Stock ranged from a high of $3.1875 on January
27, 1999 and January 28, 1999, to a low of $1.25 on October 12, 1999 and
December 29, 1999. There can be no assurance that purchasers of Big Buck's
securities will be able to sell such securities at or above the prices at which
they were purchased.

IMPACT OF SALE OF SECURITIES; SECURITIES ELIGIBLE FOR FUTURE SALE

Big Buck had 5,405,481 shares of Common Stock outstanding as of March 1,
2000, and had warrants, stock options and convertible debt outstanding to
purchase an additional 9,530,282 shares of Common Stock, exercisable at prices
ranging from approximately $1.47 to $8.00 per share. Big Buck has also
registered certain shares of its Common Stock for resale on the public market.
The sale of such shares, and the sale of additional shares which may become
eligible for sale in the public market from time to time upon the exercise of
warrants and stock options, may be dilutive to existing shareholders and could
have the effect of depressing the market price of Big Buck's Common Stock.

YEAR 2000 READINESS DISCLOSURE

As of March 1, 2000, Big Buck has not experienced and does not anticipate
any material adverse effects on its systems and operations as a result of Year
2000 issues. However, the failure of Big Buck, its vendors, suppliers or service
providers to achieve Year 2000 compliance on a timely basis could materially
adversely affect Big Buck's business, operating results, financial condition and
cash flows.

ABSENCE OF DIVIDENDS

8
<PAGE>

representation agreement governing the 10% convertible secured promissory
note due February 2003 issued by Big Buck to WCERS in February 2000.

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-04-1999
<PERIOD-END> JAN-02-2000
<CASH> 369,228
<SECURITIES> 0
<RECEIVABLES> 233,273
<ALLOWANCES> 0
<INVENTORY> 235,671
<CURRENT-ASSETS> 1,156,947
<PP&E> 19,730,766
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,461,200
<CURRENT-LIABILITIES> 5,091,343
<BONDS> 6,721,083
0
0
<COMMON> 54,055
<OTHER-SE> 9,501,434
<TOTAL-LIABILITY-AND-EQUITY> 21,461,200
<SALES> 13,881,911
<TOTAL-REVENUES> 13,881,911
<CGS> 4,601,503
<TOTAL-COSTS> 12,394,018
<OTHER-EXPENSES> 1,792,146
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 889,182
<INCOME-PRETAX> (1,288,925)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,288,925)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,288,925)
<EPS-BASIC> (0.24)
<EPS-DILUTED> (0.24)

</TABLE>