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Colorado-Englewood-9227 E. County Line Road Restaurant Lease - Zymotic LLC and Walnut Brewery Inc.

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                                RESTAURANT LEASE
                                ----------------

                            9227 E. County Line Road
                            ------------------------
                              Englewood, CO 80112
                              -------------------











                                  ZYMOTIC, LLC
                                  ------------
                                  as Landlord,



                                      and



                             WALNUT BREWERY, INC.,
                             ---------------------
                 a Colorado corporation, d/b/a Walnut Brewery,
                                   as Tenant.













<PAGE>


                               TABLE OF CONTENTS

ARTICLE        TITLE OF ARTICLE                             PAGE NO
--------------------------------------------------------------------------------
ARTICLE 1      Summary Fundamental Lease Provisions............1

ARTICLE 2      Grant, Term and Options to Extend...............3

ARTICLE 3      Rent............................................4

ARTICLE 4      Condition of Premises at Lease Commencement.....5

ARTICLE 5      Conduct of Business by Tenant...................6

ARTICLE 6      Common Areas....................................6

ARTICLE 7      Signs, Alterations, and Additions...............7

ARTICLE 8      Maintenance of Leased Premises, Surrender
               and Rules.......................................8

ARTICLE 9      Insurance and Indemnity.........................8

ARTICLE 10     Utilities......................................10

ARTICLE 11     Assignment and Subletting......................10

ARTICLE 12     Governmental Regulations.......................11

ARTICLE 13     Destruction of Leased Premises.................12

ARTICLE 14     Eminent Domain.................................13

ARTICLE 15     Default of Tenant..............................14

ARTICLE 16     Access by Landlord.............................16

ARTICLE 17     Tenant's Property..............................16

ARTICLE 18     Notice Provisions..............................17

ARTICLE 19     Subordination, Nondisturbance, Estoppel, etc...18

<PAGE>

ARTICLE 20     Miscellaneous..................................20

               -Accord and Satisfaction                     )
               -Applicable Law                              ) 20
               -Captions and Section Numbers                )
               -Covenants                                   )

               -Counterparts                                )
               -Entire Agreement                            )
               -Exhibits                                    ) 21
               -Facsimile Signatures                        )
               -Force Majeure                               )

               -Guarantor                                   )
               -Hazardous Materials                         )
               -No Partnership or Other Association         )
               -Notice To Landlord of Default               ) 22
               -Partial Invalidity                          )
               -Preliminary Negotiations                    )
               -Quiet Enjoyment                             )
               
               -Real Estate Commissions                     )
               -Recording                                   )
               -Tenant's Assertion of Landlord's Rights     ) 23
               -Waste                                       )
               -No Waiver                                   )

ARTICLE 21     Holding Over...................................24
<PAGE>

                                    ARTICLE 1

                       SUMMARY OF FUNDAMENTAL LEASE TERMS

         The following is intended as a summary of the fundamental  terms of the
Lease.  In the event of any  conflict  between this summary and the terms of the
Lease, the terms of the Lease shall control:

1.01    TENANT'S NAME:              Walnut Brewery, Inc.,
                                    a Colorado corporation,
                                    d/b/a Walnut Brewery
1.02     LEASED PREMISES:
         -Address                   9227 E. County Line Road
                                    Englewood, CO  80112,

1.03     TENANT'S NAME AS IT
         APPEARS ON LEASE,
         ADDRESS AND PHONE:         Walnut Brewery, Inc., a Colorado 
                                    corporation, d/b/a Walnut Brewery
                                    9227 E. County Line Road
                                    Englewood, CO  80112
                                    Phone:  (___) __________
                                    Fax:      (___) __________

1.04     LANDLORD'S NAME
         ADDRESS, PHONE &
         FAX                         Zymotic, LLC,
                                     a Colorado limited liability company
                                     c/o David E. Carpenter
                                     1115 N. Elm Street
                                     P.O. Box 216
                                     West Liberty, Iowa  52776
                                     Phone:  (319) 627-4101
                                     Fax:  (319)  627-4403
1.05     AGENT/MANAGER
         (Name, address, phone
          and Fax)                   Same name, phone and address as no. 1.04

1.06     SQUARE FOOTAGE
         LEASED:                    Approximately __________(_____) square feet.

1.07     DATE LEASE SIGNED:         __________, 1997

1.08     LEASE COMMENCEMENT
         DATE:                      Upon closing of the sale of the Property and
                                    Premises to Landlord as set forth in
                                    the  Purchase  and  Sale   Agreement
                                    between  Landlord  and  Rock  Bottom
                                    Restaurants,  Inc.,  dated June ___,
                                    1997.

1.09     DATE RENT COMMENCES:      On the day of the closing as set forth in
                                   paragraph 1.08, above.

1.10     INITIAL LEASE TERM:       Fifteen (15) years.

1.11     INITIAL  TERM ENDS:       On the last day
                                   of the one hundred eightieth (180th)
                                   full month after the Lease
                                   Commencement Date.

1.12     BASE RENT:                Years 1-5         $230,775
                                         6-10        $261,353
                                         11-15       $295,982

         Options                         16-20       $335,200
                                         21-25       $379,614
                                         26-30       $429,913
                                         31-35       $486,876

1.13      ADDITIONAL RENT:  (Check applicable item(s), if any:

                                ___X___  Tenant's Common Area Maintenance,
                                         per paragraph 8 of the Declaration 
                                         governing the Property.
                                ___X___  Real Estate Taxes
                                ___X___  Insurance

1.14    UTILITIES:                  Paid by Landlord:   None
                                   
                                    Paid by Tenant:  As applicable to the Leased
                                    Premises,    heat,    water,   gas,   steam,
                                    telephone, sewer and electricity consumed on
                                    the Premises.
<PAGE>

1.15    MAINTENANCE RESPONSIBILITIES:  Tenant  shall be responsible for all
                                    maintenance and repairs.

1.16     INSURANCE COVERAGE REQUIRED:

                  By  Tenant:  As  required  by  the  Declaration  covering  the
                  Property, but in no event less than $2,000,000 combined single
                  limit of liability for bodily injury and property  damage with
                  an annual  aggregate  of  $2,000,000,  together  with all risk
                  property insurance (hereinafter "Tenant's Property Insurance")
                  covering fire and extended  coverage,  vandalism and malicious
                  mischief, sprinkler leakage and all other perils included in a
                  standard  Special  Causes of Loss or All Risk form for no less
                  than eighty percent (80%) of the  replacement  value of all of
                  Tenant's property located on or within the Premises,  together
                  with  the  same  insurance  for  replacement  of the  Premises
                  themselves,  for not less  than  one  hundred  percent  of the
                  replacement  value of the  Premises,  excluding  footings  and
                  foundation, with Tenant's customary deductibles.

                  By   Landlord:  Such insurance as Landlord's deems appropriate
                  to insure itself for claims for bodily injury and property
                  damage liability.

1.17    RENEWAL OPTIONS:   Four (4) Terms of sixty (60) months each.

1.18    PARKING:           Included within the Leased Premises.

1.19    DOCUMENTS TO
WHICH PROPERTY IS SUBJECT: Declarations of Easements, Covenants,
                           Conditions and Restrictions for Centennial
                           Promenade  which is  dated  as of April  23,  1996,
                           and recorded on September 24, 1996, as reception 
                           number  A6123145,   as  amended  (the "Declaration")
                           Development and Restrictions  Agreement dated as of 
                           January 29, 1997 and recorded on __________,  1997, 
                           as reception number ___________
                           (the "Restrictions Agreement")

                                    ARTICLE 2

                       GRANT , TERM and OPTIONS TO EXTEND

2.01 LEASED PREMISES.  Landlord demises and leases to Tenant,  and Tenant leases
from Landlord, the Building outlined in red on Exhibit A and referred to as 9227
E.  County  Line  Road,  Englewood,  CO  80112  (the  "Leased  Premises"  or the
"Premises"),  which is located on the real property  whose legal  description is
set forth in Exhibit B attached hereto (said real property and the buildings and
improvements   located   thereon  are  from  time  to  time  herein  called  the
"Property"). The Leased Premises consist of approximately_________(____________)
square  feet  within the  Building  and a total of_____ (___) square feet of 
real property within the boundary lines of Exhibit B.

Tenant  shall be  entitled  to occupy and use such  portion of the  Property  to
construct  and  operate a patio or  sidewalk  cafe for the  service  of food and
beverages  to guests.  There  shall be no  additional  Rent or  Additional  Rent
charged for the Patio area,  but the same shall be included in the definition of
Leased  Premises for purposes of  insurance,  Tenant  maintenance  and liability
matters  under  this  Lease.  2.02  GRANT OF USE OF  COMMON  AREAS.  The use and
occupation  by Tenant of the Leased  Premises  shall  include the use, in common
with others entitled  thereto,  of the common areas of the Centennial  Promenade
Shopping Center as applicable, including, without limitation, employees' parking
areas,  service  roads,  loading  facilities,  sidewalks,  and customer  vehicle
parking areas, elevators, corridors, stairways, and such other facilities as may
be designated from time to time by Landlord,  subject, however, to the terms and
conditions of this Lease.

2.03  POSSESSION/COMMENCEMENT  DATE.  Landlord  shall deliver  possession of the
Premises  to  Tenant  in  accordance  with the  terms of the  Purchase  and Sale
Agreement  between Landlord and Rock Bottom  Restaurants,  Inc., dated June ___,
1997.  The date of delivery  of  possession  shall  herein be referred to as the
Lease Commencement Date.

2.04  COMMENCEMENT OF RENTAL.  Tenant's obligation to pay rent shall commence on
                               the Lease Commencement Date.

2.05 TERM OF LEASE.  The term of this Lease  shall be one hundred  eighty  (180)
months,  commencing  with the Lease  Commencement  Date determined in accordance
with the terms of paragraph 2.03, above. If the Lease Commencement Date is other
than the  first day of the  month,  the first  year of the Lease  Term  shall be
deemed to be extended to include such  partial  month and the  following  twelve
months, so as to end on the last day of the month.

2.06 OPTIONS TO RENEW.  Provided  Tenant  shall not then be in material  default
hereunder, Tenant shall have the option to extend the term of the Lease for four
(4)  additional  terms of sixty  (60)  months  each  upon  the  same  terms  and
conditions herein contained.  To exercise its option(s) hereunder,  Tenant shall
deliver  notice of said  election to Landlord at least Ninety (90) days prior to
the  expiration  of  the  then  existing  term  hereof.  The  Rent  during  such
extension(s) shall be as set forth in paragraph 1.12, above.
<PAGE>

                                    ARTICLE 3

                                      RENT

3.01 ANNUAL RENTAL. Annual rental hereunder shall be payable in advance in equal
monthly  installments  on the first day of each and every month  throughout  the
Lease term at the office of Landlord as set forth in paragraph  1.04 hereof,  or
at such other place as Landlord  shall  designate to Tenant in writing,  without
prior  demand.  Rental for any  fractional  month shall be prorated and likewise
payable in advance.

3.02 TAX AND INSURANCE  ADJUSTMENT.  Tenant shall,  for each Lease Year,  pay to
Landlord as additional  rent real estate taxes and assessments and all insurance
for the Property.  Landlord shall notify Tenant of the amount of such assessment
and Tenant shall pay Landlord such amounts within thirty (30) days from the date
of notice to it by Landlord. Additionally, with respect to taxes:

     (a) Right to Contest Assessments.  Tenant may, at its expense,  contest any
and all such real estate taxes in the name of and on behalf of the Landlord.

     (b) Municipal,  County,  State or Federal Taxes.  Tenant shall pay,  before
delinquency,  all municipal,  county and state or federal taxes assessed against
any  leasehold  interest  of Tenant  or any  fixtures,  furnishings,  equipment,
stock-in-trade or other personal  property of any kind owned,  installed or used
in or on the Property.

     (c)  Rental  Taxes.  Tenant  shall  not  be  responsible  for  any  income,
inheritance or estate taxes imposed on Landlord or the income of Landlord.

                                    ARTICLE 4

                 CONDITION OF PREMISES AT COMMENCEMENT OF LEASE

4.01 LANDLORD'S AND TENANT'S WORK.  Intentionally omitted.

4.02 ACCEPTANCE OF LEASED PREMISES.  Tenant's taking  possession of the Premises
at the Lease Commencement Date shall be deemed to be an acceptance of the Leased
Premises.

 4.03  WARRANTIES.  In connection with this Lease,  except as  specifically  set
forth in this Lease, Landlord makes no warranties or representations  concerning
the condition of the Premises at the Lease  Commencement Date. The Premises were
constructed  by  Rock  Bottom  Restaurants,  Inc.,  and  sold to  Landlord  on a
sale/leaseback  transaction.  The  warranties  with  respect to the Property and
Premises  are  contained  within the  Purchase  and Sale  Agreement  between the
Landlord  and Rock  Bottom  Restaurants,  Inc.,  dated  June ___,  1997,  and in
Landlord's warranty and covenant of quiet and peaceable  possession  hereinafter
set forth.

                                    ARTICLE 5

                                 USE OF PREMISES
                                       AND
                          CONDUCT OF BUSINESS BY TENANT

5.01 USE OF PREMISES.  Tenant shall use the Leased Premises for the purpose of a
brewpub  and/or sit down  restaurant  with full  service bar and  entertainment,
including live and/or background music, and for any other purpose or use allowed
by state and local  laws,  ordinances  or  regulations.  During the term of this
Lease and any  extensions  hereof,  so long as Tenant  operates a restaurant  as
described  above,  neither  Landlord nor its affiliates shall lease space in the
Property or in any property or premise  within ten (10) miles of the Property to
any other bar and/or restaurant which operates in a similar manner specifically,
but not  limited to, a  "brewpub"  or  "brewery/restaurant"  that  involves  the
brewing of beer on or adjacent to the property or premise in question.

5.02  CONDUCT OF BUSINESS BY TENANT.  Tenant  shall  operate the business in the
Premises in accordance  with all  applicable  codes,  regulations,  statutes and
ordinances  applicable to the Premises and Tenant's business,  and in accordance
with all covenants, declarations and restrictions imposed on the Premises by the
Shopping Center of which the Premises are a part, and shall  indemnify  Landlord
against  any costs or damages  which  Landlord  may incur  which are a result of
Tenant having failed to so operate its business in the Premises..

                                    ARTICLE 6

                                  COMMON AREAS

 6.01 CONTROL OF COMMON AREAS BY LANDLORD. Intentionally omitted.

                                    ARTICLE 7

         ALTERATIONS, ADDITIONS, , AWNINGS, BILLIARD TABLES,
                        GAMING DEVICES, LIENS AND SIGNAGE

7.01  ALTERATIONS AND ADDITIONS.  After  completion of the initial  construction
project by Rock Bottom Restaurants,  Inc.,(Tenant's parent corporation),  Tenant
shall not, without Landlord's prior written consent,  either make or cause to be
made any  alterations,  additions,  or  improvements  to the  Property or to any
exterior  signs,  shades or awnings which in any one instance  involve a cost in
excess of $50,000. Landlord's consent shall not be unreasonably withheld so long
as such  alterations  do not  diminish the value of the  Property,  it being the
understanding  and agreement of the parties that  alterations  or  modifications
which are consistent  with a commercial use of the Property or the Premises will
not be deemed  to reduce  the  value of the  Property.  In the event  Landlord's
consent is required under this paragraph 7.01,  Tenant shall present to Landlord
plans and specifications for such work at the time approval is sought, and prior
to  commencement of  construction.  Any plans and  specifications  not expressly
disapproved by Landlord,  in writing,  stating all reasons for such disapproval,
on or before the fifteenth (15th) day after submission by Tenant shall be deemed
approved. In any event,  Landlord's consent shall not be unreasonably  withheld,
conditioned or delayed so long as such  alterations do not diminish the value of
the  Property,  it being the  understanding  and  agreement  of the parties that
alterations or  modifications  which are consistent with a commercial use of the
Property  or the  Premises  will  not be  deemed  to  reduce  the  value  of the
Property..  Tenant shall appoint its own designer,  architect and contractor for
the any work to be performed on the Premises or the Building by Tenant.

         As a further condition to Landlord's consent to alterations, additions,
or improvements,  Tenant shall, as required or permitted by Colorado law, advise
all  subcontractors,  suppliers,  materialmen,  and laborers that they shall not
have the right to file a  Mechanic's  Lien  against  the  Property  owned by the
Landlord.  The Tenant hereby  agrees to hold the Landlord  harmless from any and
all  liabilities  of every  kind and  description  which  may arise out of or be
connected in any way with said alterations,  additions, or improvements.  Before
commencing any work in connection with alterations,  additions, or improvements,
the  Tenant,  if  requested  by  Landlord,  and  only in  those  instances  when
Landlord's  consent is  required  hereunder,  shall  furnish the  Landlord  with
certificates  of insurance from all contractors  performing  labor or furnishing
materials  insuring  the  Landlord  against  liabilities  which are  customarily
covered by such  insurance and which may arise out of or be connected in any way
with said additions,  alterations,  or improvements,  except such liabilities as
may arise from the  negligent  act or failure to act of  Landlord,  its  agents,
representatives, employees or servants.

7.02     AWNINGS, CANOPIES, BILLIARD TABLES, SILOS, SATELLITE DISHES AND SIGNS

         A. SIGNS,  AWNINGS,  SILOS & CANOPIES:  All signs,  awnings,  canopies,
decorations,  lettering,  advertising matter, or other items installed by Tenant
shall at all times be maintained by Tenant,  at its expense,  in good  condition
and repair.  Tenant shall be allowed, but is not required, to install awnings on
the exterior of the Premises.  Tenant shall be allowed, but is not required,  to
install a silo on or near the Premises.

         B. BILLIARD TABLES/GAMING DEVICES: Landlord has no objection to the use
of billiard/pool tables, or such gaming devices or arrangements as are permitted
by law,  in the  Leased  Premises.  Tenant  shall  provide  such  support  as is
necessary  for  billiard/pool  tables to prevent  any  structural  damage to the
Premises from said tables.

         C.  SATELLITE  DISHES:  Landlord has no  objection to the  placement of
satellite  reception dish(es) and equipment on the roof of the Property.  Tenant
shall be responsible for the repair of any damage to the roof resulting from the
installation, maintenance, repair and/or removal of the dish(es). If the roof of
the Premises is subject to a warranty,  any item installed on the roof by Tenant
shall be installed,  maintained and removed in accordance  with such  reasonable
requirements as Landlord and/or Landlord's  roofing  contractor shall require so
as to maintain such warranty in full force and effect.

7.03 MECHANICS' LIENS. Tenant shall promptly pay its contractors and materialmen
for all work done and  performed  for Tenant,  so as to prevent the assertion or
imposition  of liens upon or against  the Leased  Premises,  and should any such
lien be asserted  or filed,  Tenant  shall bond  against or  discharge  the same
within thirty (30)  business days after receipt by Tenant of written  request by
Landlord.  The Tenant hereby  agrees to hold the Landlord  harmless from any and
all  liabilities  of every  kind and  description  which  may arise out of or be
connected in any way with said alterations,  additions, or improvements.  Tenant
is authorized,  but not required,  to post the property,  if  permissible  under
local or state  law,  so as to  prevent  the  assertion  of  liens  against  the
Premises.  Landlord  will  cooperate  with  Tenant if Tenant  elects to post the
Premises.  Nothing in this paragraph 7.03 shall be construed to prohibit  Tenant
from  contesting  any lien or  amount  claimed  thereunder  which  Tenant  deems
objectionable.


                                    ARTICLE 8

                  MAINTENANCE OF LEASED PREMISES AND SURRENDER

8.01  MAINTENANCE,  REPAIR,  AND  REPLACEMENT  BY TENANT.  Tenant shall,  at its
expense,  at all times  repair,  maintain,  and  replace  the  Building  and the
Premises,  and maintain the same in conformity with governmental  regulations in
good order, condition, and repair,  including,  without limitation (a) the roof,
walls,  foundation,  and all structural parts; (b) the interior of the Property,
together with exterior  entrances,  all glass, and all window moldings,  (c) all
fixtures,  partitions,  interior  ceilings,  floor coverings,  and utility lines
within the Leased  Premises;  (d) all doors,  door openers,  trade equipment and
machinery,  appliances,  signs, and appurtenances thereof; and, (e) landscaping,
outside lighting,  and parking lot, in conformity with governmental  regulations
in good order, condition and repair, with Tenant failing to do so constituting a
default  hereunder.   The  within   obligations  shall  also  include,   without
limitation,  Tenant's  obligation to comply with and perform the requirements of
paragraphs  3 d and 6 of the  Declaration  governing  the  Property of which the
Premises  are a part.  If Tenant  refuses or  neglects  to  commence or complete
repairs, maintenance or replacements promptly and adequately,  Landlord may make
or complete said repairs,  maintenance or replacements  and Tenant shall pay the
cost hereof to Landlord upon demand.

8.02     MAINTENANCE BY LANDLORD.   Intentionally omitted.

8.03 SURRENDER OF PREMISES.  At the  expiration of the tenancy hereby  created,
Tenant shall peaceably surrender the Leased Premises, including all alterations,
additions,  improvements,  and repairs  made  thereto  (but  excluding,  without
limitation, all trade fixtures, decorations, hoods, furniture, equipment, signs,
and other  personal  property,  installed  by  Tenant),  broom clean and in good
condition  and  repair,  reasonable  wear and  tear,  and  damage  by  casualty,
excepted.  Tenant  shall  remove  all its  trade  fixtures  and any of its other
property not required to be  surrendered  to Landlord  before  surrendering  the
Premises as aforesaid, and shall repair any damage to the Leased Premises caused
by such removal.  Any personal  property  remaining in the premises  thirty (30)
days after the  expiration  of the Lease  period  shall be deemed  abandoned  by
Tenant and  Landlord may claim the same and shall in no  circumstances  have any
liability to Tenant therefor.

                                    ARTICLE 9

                             INSURANCE AND INDEMNITY

9.01     CASUALTY INSURANCE.

         A. Tenant shall, at its cost and expense,  at all times during the Term
of this Lease and any  extensions  hereof,  maintain  bodily injury and property
damage  liability  insurance  covering  the  Building  and the  Premises for any
customarily  insurable  act  or  omission  of  Tenant,  its  employees,  agents,
representatives,  assigns, guests, invitees,  persons in privity with Tenant, or
licensees..  Such insurance policy shall be written for not less than $2,000,000
combined single limit of liability for bodily injury and property damage with an
annual  aggregate of  $2,000,000,  and shall  include  Landlord as an Additional
Insured.  Tenant shall deliver to Landlord a certificate of such insurance which
shall also contain a 30-day prior written notice of cancellation provision.

         B.  Tenant  shall  also  carry  during  the Term of this  Lease and any
extensions  hereof,  all risk  property  insurance  (herein  "Tenant's  Property
Insurance")  covering  fire  and  extended  coverage,  vandalism  and  malicious
mischief,  sprinkler leakage and all other perils included in a standard Special
Causes of Loss or All Risk form for at least one hundred  percent  (100%) of the
replacement  value of the Building (less footings and foundations) and of all of
Tenant's  property  located on or within the Premises,  with Tenant's  customary
deductibles.  Tenant shall  deliver to Tenant a  certificate  of such  insurance
which  shall  also  contain  a  30-day  prior  written  notice  of  cancellation
provision. Landlord and Landlord's lender shall be named as Additional Insureds,
as their interests may appear,  with respect to such insurance.  Landlord agrees
it shall not have any  right,  title or  interest  in and to  Tenant's  Property
Insurance  or any  proceeds  therefrom  to the  extent  such  insurance  insures
Tenant's personal property.

         C. The limits on such insurance  shall be re-indexed no more frequently
than once every five (5) years so as to conform to the industry  standard and to
the  limits  carried  by other  brewpub/restaurants  operated  by  Tenant.  Such
insurance  shall be provided by a company or companies  with an A.M. Best rating
of not less than A X, and authorized to do business in the state of Colorado.

         D. Tenant  shall also  maintain  such liquor  liability  or "dram shop"
insurance as is required by law.

         E.  If the  requirements  of the  Declaration  governing  the  Property
require  insurance  of  a  greater  amount  and/or  having  more  coverage  than
prescribed herein, the requirements of the Declaration shall control.

9.02  INDEMNIFICATION CLAUSE.

Each party hereto will indemnify,  defend and hold the other party harmless from
and against any and all  claims,  losses,  expenses,  costs,  judgments,  and/or
demands  arising  from  the  conduct  of the  other  party  with  regard  to the
possession  by Tenant of the  Premises  and/or on  account of any  operation  or
action by Landlord or Tenant and/or from and against all claims arising from any
breach or default on the part of the other party,  or any act of  negligence  on
behalf  of the  other  party,  its  agents,  contractors,  servants,  employees,
licensees,  or  invitees,  or any  accident,  injury,  or death of any person or
damage to any  property  in or about the  Premises.  Tenant  acknowledges  it is
responsible  for the  performance  of the  requirements  of paragraph 7 d of the
Declaration.



9.03  WAIVER OF SUBROGATION.

Landlord  and  Tenant  agree  that if the  interest  or item on  which  they are
required to obtain  insurance in connection  with the  transaction  contemplated
hereby  shall be damaged or destroyed  during the term or any  extension of this
Lease by a peril insurable  under this Lease,  and whether or not such damage or
destruction  was caused by the neglect of the other party,  neither  party shall
have  liability  to the other or to any  insurer of the other for, or in respect
of, such damage or  destruction  to the extent  covered by such  insurance.  The
waiver of subrogation hereby set forth shall extend only to the risks insured by
the insurance policies required hereby. The foregoing language  notwithstanding,
in the event  property of one party is damaged or destroyed by the negligent act
or  negligent  failure to act of the other  party,  the party at fault  shall be
liable to the damaged party for the "deductible" or retainage amount  applicable
to the insurance policy of the damaged party.

9.04 ADDITIONAL RENT. If Tenant shall not comply with its covenants made in this
Article 9, Landlord may cause insurance as aforesaid to be issued, in such event
Tenant agrees to pay as additional  rent,  the premium for such  insurance  upon
Landlord's demand.

                                   ARTICLE 10

                                    UTILITIES

10.01 UTILITY CHARGES.  Tenant shall be solely  responsible for and promptly pay
all charges,  including  any deposits  required by a third-party  provider,  for
water, gas, steam, sewer,  electricity,  or any other utility or service used or
consumed on the Leased Premises.

                                   ARTICLE 11

                            ASSIGNMENT AND SUBLETTING

 11.01 CONSENT NOT  REQUIRED.  Tenant may  voluntarily,  or by operation of law,
assign  this  Lease in whole or in part,  and may  sublet all or any part of the
Leased Premises without the prior written consent of Landlord.

11.02  TRANSFERS  PERMITTED.  In the event  that  Tenant  wishes  to sublet  the
premises or assign  this  Lease,  in whole or in part,  Tenant  shall  forthwith
notify  Landlord in writing of Tenant's  desire to sublet the Premises or assign
this Lease,  including a summary of the proposed  terms, or a copy of any offer,
as the case may be. Landlord shall have fifteen (15) days within which to accept
or reject said assignment or sublease.  Any proposed  sublease or assignment not
specifically  disapproved by Landlord, in writing and specifying all reasons for
such disapproval and delivered to Tenant within said fifteen (15) days, shall be
deemed approved. The foregoing limitation notwithstanding, Landlord acknowledges
that Tenant is a wholly-owned  subsidiary of Rock Bottom Restaurants,  Inc., the
shares of which are publicly-traded. Sales of stock via public trading shall not
be deemed a "sale,  transfer  or other  disposition"  within the meaning of this
Article  11.  Further,  Tenant  may  sublet  all or any  portion  of the  Leased
Premises,  or assign this Lease,  to any  corporation or other entity which is a
subsidiary  of,  or fifty  percent  (50%) or more of whose  shares  are owned by
Tenant or Rock Bottom Restaurants, Inc., without the consent of Landlord. In the
event of such a transfer,  Tenant will notify Landlord of the name,  address and
phone number of the sublessee or assignee.  In addition,  in the event of such a
transfer,  Tenant and Guarantor  shall remain liable to Landlord under the terms
of this Lease for the performance by the sublessee or assignee.  Any assignment,
subletting,  mortgaging  or  hypothecation  permitted  hereunder or to which the
Landlord has consented shall be by written  instrument under which the assignee,
or  sublessee  shall  agree for the  benefit of  Landlord  to be bound by and to
perform this Lease.

11.03  TRANSFERS BY  LANDLORD.  Landlord  shall have the right to sell,  convey,
transfer or assign all or any part of its interest in the real  property and the
buildings of which the Leased Premises are a part or its interest in this Lease.
All covenants and obligations of Landlord under this Lease, except those already
in  existence  on the date of  conveyance,  shall cease as to Landlord  upon the
execution of such  conveyance,  transfer or  assignment,  but such covenants and
obligations  shall run with the land and shall be  binding  upon the  subsequent
owner or  owners  thereof  or of this  Lease.  All  obligations  incurred  or in
existence  prior to the date of transfer  shall survive said transfer and remain
the obligation of Landlord.

11.04 NO RELEASE OF GUARANTOR. Any wording or implication herein to the contrary
notwithstanding,  any  assignment or subletting  under this Article 11 shall not
operate to release or waive the  obligations  of Tenant or any  Guarantor  under
this Lease.

                                   ARTICLE 12

                             GOVERNMENT REGULATIONS

12.01  GOVERNMENTAL  REGULATIONS.  Tenant  shall,  at its sole cost and expense,
comply with all of the requirements  pertaining to the operation of its business
as  imposed  by  county,  municipal,   state,  federal  and  other  governmental
authorities which have jurisdiction over the Premises or Tenant, now in force or
which may hereafter be in force; provided, however,  requirements imposed on the
Property in general or the Leased Premises in general,  and not required because
of the  nature  of  Tenant's  business,  shall be  complied  with at the cost of
Landlord.  The  foregoing  language  notwithstanding,  Tenant  agrees  that  any
requirements  of the Americans  with  Disabilities  Act shall be met at Tenant's
expense;  likewise,  a  requirement  imposed on the  Property  in general or the
Leased  Premises in general,  and not imposed  because of the nature of Tenant's
business,  but  compliance  with  which is  triggered  by a request by Tenant to
remodel or otherwise  change the Property,  and such request requires a building
permit, shall be met at the expense of Tenant.

<PAGE>

                                   ARTICLE 13

                         DESTRUCTION OF LEASED PREMISES

13.01 TOTAL OR PARTIAL DESTRUCTION. If the Leased Premises shall be partially or
totally  destroyed by fire or other casualty  insurable under full standard fire
and extended risk insurance,  so as to become partially or totally untenantable,
the same (unless  Landlord shall elect not to rebuild as  hereinafter  provided)
shall be  repaired  and  restored  by and at the cost of Tenant , and Rent shall
continue  during such period of repair and restoration for the longer of six (6)
months or the period for which Tenant's  business  interruption  insurance makes
payments to Tenant as a result of such  destruction and interruption of Tenant's
business. Thereafter, a just and proportionate part of the rent, as provided for
hereinafter, shall be abated until the Leased Premises are so restored.

Landlord and Tenant agree to take all  reasonable  steps to make the proceeds of
their respective casualty insurance coverages available to Tenant so that Tenant
may  fulfill  its  reconstruction  obligations  hereunder.  Landlord  and Tenant
additionally  agree to take all  reasonable  steps to  mutually  assure that the
reconstruction  proceeds so as not to lose the exclusive "Brew Pub" use that the
Property enjoys pursuant to paragraph 2 of the Restrictions Agreement.

If more than  one-third  (1/3) of the building in which the Leased  Premises are
located  shall be  destroyed  or damaged by fire or other  casualty,  and if the
unexpired  portion of the term of this  Lease  shall be two (2) years or less at
the date of the  damage,  then  Landlord  may elect not to repair or  rebuild by
giving  written  notice  within  thirty (30) days after such  occurrence  of its
election to terminate  this Lease;  otherwise,  Tenant shall commence and pursue
such reconstruction diligently to completion.

In the  event  that  Landlord  shall  exercise  the  right  heretofore  given to
terminate,  then  this  Lease  shall  cease  as of the  date of such  damage  or
destruction,  and all rent or other charges  payable by Tenant shall be prorated
to the date of such damage or  destruction.  In the event that this Lease is not
canceled,  then the Rent  shall  continue  during  such  period  of  repair  and
restoration  for the longer of six (6)  months or the period for which  Tenant's
business  interruption  insurance  makes  payments to Tenant as a result of such
destruction  and  interruption  of  Tenant's  business.  Thereafter,  a just and
proportionate  part of the rent shall be abated until the Leased Premises are so
restored.

13.02 PARTIAL  DESTRUCTION OF PROPERTY.  In the event that sixty percent (60) or
more of the gross leasable area in the Property shall be damaged or destroyed by
fire or other  cause  during the last two (2) years of the Lease,  or during the
last two (2)  years  of any  extended  term,  notwithstanding  that  the  Leased
Premises may be unaffected by such fire or other cause, Landlord or Tenant shall
have the right,  to be  exercised  by notice in writing  delivered  to the other
party,  within thirty (30) days after said  occurrence,  to cancel and terminate
this  Lease.  Upon the giving of such  notice to Tenant,  the term of this Lease
shall  expire as of the date of the damage,  and Tenant  shall vacate the Leased
Premises and surrender the same to Landlord  pursuant to the terms of the lease,
allowing a  reasonable  period of time for the closing of Tenant's  business and
the removal of Tenant's property from the premises.

                                   ARTICLE 14

                                 EMINENT DOMAIN

14.01 TOTAL CONDEMNATION.  If the whole of the Leased Premises shall be acquired
or condemned by eminent domain for any public or quasi-public use or purpose, or
be  conveyed  in lieu of any such  taking,  or if a part of the Leased  Premises
shall be so acquired or  condemned,  and if such partial  taking or  acquisition
renders the Leased Premises  unsuitable for the business of Tenant,  in Tenant's
reasonable  business  judgment,  then the term of this  Lease  shall  cease  and
terminate as of the date of the taking, and all rentals shall be paid up to that
date.

14.02 PARTIAL  CONDEMNATION.  In the event of a partial taking, or conveyance of
the Leased Premises in lieu thereof, which is not extensive enough to render the
Leased Premises  unsuitable for the business of Tenant,  in Tenant's  reasonable
business judgment, the Landlord, shall promptly restore the Leased Premises to a
condition comparable to its condition immediately prior to such taking (less the
portion  lost in the  taking),  and this Lease shall  continue in full force and
effect.  In such  case,  all rents due  hereunder  shall,  from the date of said
taking or conveyance,  be abated on a fair and equitable  basis to the extent of
any reduction,  if any, in the area of the Leased  Premises  resulting from such
taking and not restored, and also taking into account the impact, if any, of the
loss of parking in the Property.

14.03 DAMAGES.  In the event of any condemnation,  taking, or conveyance in lieu
thereof, as hereinbefore provided, whether whole or partial, Tenant shall not be
entitled to any part of the award or price, as damages or otherwise,  awarded to
Landlord for such  condemnation,  taking,  or  conveyance,  except to the extent
provided in paragraph  14.04.  Tenant hereby expressly waives any right or claim
to any part  thereof and assigns to Landlord  its  interest  therein;  provided,
however,  that where the taking is such as results in a termination of the Lease
pursuant  to  other  provisions  of  this  Article,  then  and  in  that  event,
notwithstanding anything herein to the contrary,  Landlord shall not be entitled
to that  portion,  if any,  of an award made to or for the benefit of Tenant for
loss of Tenant's  business or  depreciation to and cost of removal of its stock,
trade  fixtures and equipment  which Tenant is entitled to remove.  Tenant shall
have no claim  against  Landlord  for the  value of any  unexpired  term of this
Lease.

14.04 TENANT'S DAMAGES.  The foregoing  language  notwithstanding,  Tenant shall
have the right to claim and recover from the condemning  authority (but not from
Landlord) such  compensation as may be separately  awarded to Tenant in Tenant's
own name and right on account of all  damages  suffered  by Tenant of any nature
whatsoever,  including,  without limitation, court costs and attorney's fees, by
reason of the  condemnation  and  including  without  limitation  any cost which
Tenant may incur in removing its property from the Leased  Premises or restoring
all or any portion of the Leased Premises to their former condition.

                                   ARTICLE 15

                                DEFAULT OF TENANT

15.01    DEFAULT.  Any one or more of the following shall constitute an 
         "Event of Default" under this Lease:
         
              (a)  failure of Tenant to pay any Rent,  Additional  Rent or other
charge due  hereunder  within  ten (10) days after  receipt by Tenant of written
notice that the same has not been paid; or ,

              (b) Tenant's failure to perform any other of the terms, conditions
or  covenants  of this Lease to be observed or performed by Tenant for more than
thirty  (30)  days  after  receipt  of  written  notice  thereof;  or,  if  such
performance cannot reasonably be completed within said thirty (30)days,  failure
to  commence  the  performance  within said thirty (30) days and pursue the same
diligently to completion, or ,

                  (c)  if  Tenant  shall  file  or  have  filed  against  it any
bankruptcy  proceedings,  or take or have taken against it in any court pursuant
to any  statute,  either of the  United  States or of any state,  a petition  of
bankruptcy or  insolvency,  or for  reorganization  or for the  appointment of a
receiver or trustee of all or a portion of Tenant's property, or if Tenant makes
an assignment  for the benefit of creditors,  or petitions for or enters into an
arrangement;  and shall not withdraw, or have withdrawn, said filing or petition
within sixty (60) days of the date of filing; or ,

             (d) if Tenant shall abandon the Leased  Premises (other than during
periods of repair or renovation,  or as a result of casualty,  force majeur,  or
other events beyond the reasonable control of Tenant) and shall fail to pay sums
due  hereunder  in a timely  manner,  or suffer this Lease to be taken under any
writ of execution.

If an Event of Default occurs, the Landlord shall, upon proper observance of all
requirements  of law,  have the  right to enter  the  Leased  Premises  and take
possession thereof and of all permanent  improvements thereon and may remove all
persons and  property  from the Leased  Premises by force,  summary  action,  or
otherwise,  and such property may be removed and stored in a public warehouse or
elsewhere at the cost of and for the account of Tenant.

Tenant  agrees to quit and  deliver up  possession  of the  Property,  including
permanent improvements to the Property, when this Lease terminates.

15.02  REMEDIES.  If an Event of  Default  occurs,  the  Landlord  may  elect to
re-enter,  as herein provided,  or take possession pursuant to legal proceedings
or pursuant to any notice provided for herein, and Landlord may either terminate
this  Lease,  or may from time to time and without  terminating  this Lease make
such alterations and repairs as may be reasonably and commercially  necessary in
order to relet the Premises and relet said Premises or any part thereof for such
term or terms (which may be for a term extending  beyond the term of this Lease)
and at such  rental or  rentals  and upon such  other  terms and  conditions  as
Landlord in its reasonable  business judgment and discretion may deem advisable.
Upon each such  reletting all rentals  received by Landlord from such  reletting
shall be applied  first to the payment of any  indebtedness  other than rent due
hereunder from Tenant to Landlord; second to the payment of reasonable costs and
expenses of such reletting,  including  reasonable brokerage fees and reasonable
attorneys' fees, and of reasonable costs of such alterations and repairs;  third
to the payment of rent due and unpaid hereunder;  and the residue, if any, shall
be held by Landlord and applied in payment of future rent as the same may become
due and payable  hereunder  from  Tenant.  If such  rentals  received  from such
reletting  during any month are less than that to be paid  during  that month by
Tenant  hereunder,  Tenant shall be liable for the payment of such deficiency to
Landlord.  Such deficiency  shall be calculated and become payable  monthly.  No
such  re-entry or the taking of  possession  of the Leased  Premises by Landlord
shall be  construed  as an  election on its part to  terminate  this Lease or to
accept a surrender thereof unless a written notice of such intention is given to
Tenant. Notwithstanding any such reletting without termination,  Landlord may at
any time  thereafter  elect to terminate  this Lease for such  previous  breach.
Should  Landlord at any time terminate  this Lease for any Event of Default,  in
addition  to any other  remedies  it may have,  it may  recover  from Tenant the
reasonable cost of recovering the Leased  Premises.  Any reletting shall be done
in such reasonable and commercially  prudent manner as Landlord may deem proper.
Tenant  agrees that this lease is a lease of "real  property in a Property"  and
that a debtor in possession  and/or trustee in bankruptcy acting pursuant to the
provisions  of the revised  bankruptcy  code,  may assume this lease only if, in
addition to such other  conditions  of this lease and of  applicable  law,  said
debtor in possession/trustee shall provide Landlord with such written assurances
of future  performance  as are  acceptable to Landlord.  Any closing of Tenant's
business,  or  alteration  in the  size  of the  premises,  by  said  debtor  in
possession/trustee shall be deemed to be a material disruption in the tenant mix
and balance of the Property.

15.03 LEGAL EXPENSES. If suit shall be brought for recovery of possession of the
Leased  Premises,  and/or  the  recovery  of rent or any other  amount due under
provisions of this Lease,  or because of the breach of any other covenant herein
contained  on the part of the  Tenant to be kept or  performed,  and the  breach
shall be  established,  Tenant shall pay to  Landlord,  in addition to all other
sums  and  relief  available  to  Landlord,  all  reasonable  expenses  incurred
therefor,  including reasonable  attorneys' fees to the maximum extent permitted
by law.

If suit shall be brought for the breach of any covenant herein  contained on the
part  of the  Landlord  to be  kept  or  performed,  and  the  breach  shall  be
established,  Landlord  shall pay to Tenant,  in  addition to all other sums and
relief available to Tenant, all expenses incurred therefor, including reasonable
attorneys' fees to the maximum extent permitted by law.

15.04 FAILURE TO PAY,  INTEREST ON AMOUNT DUE. If either party at any time shall
fail to pay any taxes, assessments,  or liens, or to make any payment or perform
any act  required  by this  Lease to be made or  performed  by it, the party not
required to make the payment or perform the act,  without  waiving or  releasing
the  non-performing  party from any obligation or default under this Lease,  may
(but shall be under no obligation to) at any time  thereafter  make such payment
or perform  such act for the account  and at the  expense of the  non-performing
party.  All sums so paid and all costs and  expenses  so incurred  shall  accrue
interest at a rate equal to the "prime"  rate  charged by Norwest Bank of Denver
to its best commercial  customers,  plus three (3) percentage  points, per year,
simple,  from the date of payment or  incurring  thereof by the party making the
payment or performing  the obligation of the  non-performing  party and shall be
paid to the performing party upon demand.

15.05 LIMITATION ON DAMAGES. Any language in this Article 15 or in this Lease to
the  contrary  notwithstanding,  and  except as  specifically  provided  in this
Article,  neither  Landlord nor Tenant shall be liable,  each to the other,  for
punitive,  exemplary, or consequential damages as a result of the breach of such
party's obligations hereunder.

                                   ARTICLE 16

                               ACCESS BY LANDLORD

         16.01  RIGHT OF ENTRY.  Upon  forty-eight  (48)  hours'  prior  written
notice,  Landlord or Landlord's  agents shall have the right to enter the Leased
Premises at all reasonable times to examine the same and to make such repairs as
may be reasonably  necessary and as Landlord is required to make under the terms
of this Lease,  and Landlord shall be allowed to take all material into and upon
said Premises that may be required  therefor  without the same  constituting  an
eviction of Tenant in whole or in part. Nothing herein contained, however, shall
be deemed or construed to impose upon Landlord any obligation, responsibility or
liability whatsoever for the care,  maintenance or repair of the building or any
part hereof,  except as otherwise herein specifically  provided.  During the six
(6) months  prior to the  expiration  of the term of this  Lease or any  renewal
term,  Landlord may exhibit the Premises to prospective  tenants.  Except in the
case of  emergency  repairs  necessary  to  prevent  or  mitigate  damage to the
Premises or injury to persons, Landlord shall not exercise any rights under this
paragraph during Tenant's usual "busy" times, being the lunch and dinner periods
of the day.

                                   ARTICLE 17

                                TENANT'S PROPERTY

17.01 TAXES ON TENANT'S PERSONAL  PROPERTY.  Tenant shall be responsible for and
shall pay before  delinquency  all  municipal,  county,  or state taxes assessed
during the term of this Lease against any personal property of any kind owned by
or placed in, upon, or about the Leased Premises by Tenant.

17.02 LOSS AND DAMAGE.  Landlord shall not be liable for any injury or damage to
persons or property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water, rain or snow, or leaks from any part of the Leased Premises,
or from the pipes,  appliances or plumbing  works,  or from the roof,  street or
subsurface,  or from any other  place,  or by  dampness or by any other cause of
whatsoever nature, and whether  originating in the Leased Premises or elsewhere,
unless the same be caused by the  negligent  act or negligent  failure to act of
Landlord, or Landlord's agents, representatives, employees, or others in privity
with Landlord. The terms of this paragraph  notwithstanding,  Landlord shall not
be liable  by way of  subrogation  if the  claim is  barred or waived  under the
waiver of subrogation  provisions of this Lease.  All property of Tenant kept or
stored  on the  Leased  Premises  shall be so kept or  stored at the risk of the
Tenant only, and Tenant hereby holds  Landlord  harmless from any claims arising
out of damage to the same,  including  subrogation  claims by Tenant's insurance
carrier, a waiver of which shall be obtained in advance by Tenant.

17.03 NOTICE BY TENANT.  Tenant shall give reasonable notice to Landlord in case
of fire or accidents, or of defects in the Leased Premises or in the building of
which the Leased Premises are a part.

<PAGE>
                                   ARTICLE 18

                                NOTICE PROVISIONS

18.01 NOTICES. Any notice by Tenant to Landlord must be served either:

         A.   by certified mail,  postage prepaid,  addressed to Landlord at the
              place designated for the payment of rent, or at such other address
              as Landlord may designate from time to time by written notice; or,
         B. by  personal  service  upon  Landlord  at such  address;  or,  C. by
         nationally recognized overnight courier service to such address; or, D.
         by facsimile transmission to the facsimile number provided to Tenant in
         writing.

         Until otherwise notified in writing, Tenant shall pay all rent reserved
         herein  and all other  sums  required  under  this  Lease  at,  and the
         information for notice is:

                                    Zymotic, LLC, 
                                    a Colorado limited liability company
                                    c/o David E. Carpenter
                                    1115 N. Elm Street
                                    P.O. Box 216
                                    West Liberty, Iowa  52776
                                    Phone:  (319) 627-4101
                                    Fax:  (319)  627-4403

Any notice by Landlord to Tenant must be served either:

         A.   by certified  mail,  postage  prepaid,  addressed to Tenant at its
              home office at 248 Centennial Parkway - Suite 100, Louisville,  CO
              80027, and to Tenant's General Manager at the Leased Premises,  or
              at such other  address or addresses as Tenant may  designate  from
              time to time by written notice to Landlord; or,
         B.   by personal service on Tenant at said addresses; or,
         C.   by nationally recognized overnight courier service to such 
              addresses; or,
         D.   by facsimile  transmission to the facsimile  number provided to 
              Landlord in writing.  Tenant's facsimile number is (303)664-4199.

Notice via certified or registered mail shall be deemed delivered the earlier of
actual delivery or three (3) days after deposit in the mail as described  above.
Notice by personal service shall be deemed delivered upon actual receipt. Notice
by nationally recognized overnight courier service shall be deemed delivered the
earlier  of actual  delivery  or two (2) days  after  deposit  with the  courier
service.  Notice by facsimile shall be deemed  delivered on the date transmitted
if transmitted before 12 noon; otherwise, on the next regular business day after
the date of transmission. A business day for the purpose of this Lease means any
day other than Saturday,  Sunday or the following national holidays:  New Year's
Day, Martin Luther King Day,  President's' Day, Memorial Day,  Independence Day,
Labor Day, Columbus Day, Veterans Day, Thanksgiving and Christmas.

Upon receipt of any  communication  from third parties requiring any response by
Landlord,  Tenant  agrees  to  exercise  reasonable  efforts  to  transmit  said
communication  to Landlord in  sufficient  time for  Landlord to comply with the
requirements of said communication.

                                   ARTICLE 19

                   SUBORDINATION, NONDISTURBANCE, ATTORNMENT,
                    ESTOPPEL AND PLEDGE OF TENANT'S INTEREST

19.01  SUBORDINATION  OF LEASE TO  LANDLORD'S  LENDERS.  Tenant agrees that this
Lease  and  the  estate  of  Tenant  hereby  created  may be  made  subject  and
subordinate  to the lien of any mortgage,  mortgages,  deeds of trust or similar
encumbrances hereafter placed upon the Leased Premises. Notwithstanding anything
set out in this Lease to the  contrary,  in the event the holder of any mortgage
or deed of trust  elects to have this Lease  superior to its mortgage or deed of
trust,  then,  upon Tenant  being  notified  to that effect by such  encumbrance
holder, this Lease shall be deemed prior to the lien of said mortgage or deed of
trust,  whether this Lease is adopted prior to or subsequent to the date of said
mortgage  or deed  of  trust;  provided,  however,  neither  the  holder  of the
encumbrance  nor any person or entity  claiming  by or through  said  holder may
disrupt,  terminate or otherwise interfere with Tenant's quiet possession of the
Premises so long as Tenant keeps and performs the covenants of Tenant hereunder.
The  agreements  herein shall be  self-operative  and no further  instrument  of
subordination  shall be  required.  However,  upon  demand by the  holder of any
mortgage  covering  all or any  part of the  Property,  Tenant  shall  forthwith
execute,  acknowledge  and  deliver  an  agreement  in  favor of and in the form
customarily   used  by  such   encumbrance   holder.   The  foregoing   language
notwithstanding,  Tenant  shall not be  required to sign,  nor  presumed to have
signed or agreed to, any  document  hereunder  which is not accurate or does not
contain in form  reasonably  satisfactory to Tenant language which provides that
notwithstanding  the  subordination of the Lease to the encumbrance in question,
neither the holder of the  encumbrance  nor any person or entity  claiming by or
through said holder may disrupt,  terminate or otherwise interfere with Tenant's
quiet  possession  of the  Premises  so long as Tenant  keeps and  performs  the
covenants of Tenant hereunder.
<PAGE>

Landlord  reserves the right,  without notice to or consent of Tenant, to assign
this Lease and/or any and all rents hereunder as security for the payment of any
mortgage loan,  deed of trust loan, or other method of financing or refinancing.
If the Property is presently  encumbered  by a mortgage,  deed of trust or other
encumbrance,  it shall be a  condition  of  Tenant's  liability  hereunder  that
Landlord obtain from the holders of any such  encumbrance(s)  a  non-disturbance
agreement reasonably acceptable in form and substance to Tenant, conforming with
the terms of this paragraph 19.01.

19.02 ESTOPPEL  CERTIFICATE.  Tenant agrees,  no more  frequently  than once per
year,  upon not less than ten (10) business  days' prior notice by Landlord,  to
execute,  acknowledge and deliver to Landlord,  a statement in writing addressed
to Landlord or other party designated by Landlord  certifying that this Lease is
in full force and effect (or, if there have been modifications, that the same is
in full force and effect as modified and stating the modifications), stating the
actual  commencement  and  expiration  dates of the Lease,  stating the dates to
which rent, and other charges,  if any, have been paid, that the Leased Premises
have been  completed  on or  before  the date of such  certificate  and that all
conditions  precedent  to the Lease taking  effect have been  carried out,  that
Tenant has accepted  possession,  that the lease term has  commenced,  Tenant is
occupying the Leased  Premises and is open for business,  and stating whether or
not to the best of Tenant's  knowledge  and belief  there  exists any default by
either party in the performance of any covenant,  agreement,  term, provision or
condition  contained in this Lease,  and, if so, specifying each such default of
which the signer may have knowledge and the claims or offsets,  if any,  claimed
by the Tenant,  it being  intended that any such  statement  delivered  pursuant
hereto may be relied upon by Landlord or a purchaser of Landlord's  interest and
by any mortgagee or prospective  mortgagee of any mortgage  affecting the Leased
Premises or the Property.

Landlord  agrees,  no more frequently than once per year, upon not less than ten
(10) business days' prior notice by Tenant, to execute,  acknowledge and deliver
to Tenant, a statement in writing  addressed to Tenant or other party designated
by Tenant  certifying  that this Lease is in full force and effect (or, if there
have been  modifications,  that the same is in full force and effect as modified
and stating the  modifications),  stating the actual commencement and expiration
dates of the Lease,  stating the dates to which Rent, and other charges, if any,
have been paid,  that the Leased  Premises have been  completed on or before the
date of such  certificate and that all conditions  precedent to the Lease taking
effect have been carried  out,  that Tenant has  accepted  possession,  that the
lease term has  commenced,  Tenant is occupying the Leased  Premises and is open
for business, and stating whether or not to the best of Landlord's knowledge and
belief  there  exists any  default  by either  party in the  performance  of any
covenant,  agreement, term, provision or condition contained in this Lease, and,
if so,  specifying  each such default of which the signer may have knowledge and
the claims or offsets,  if any, claimed by the Landlord,  it being intended that
any such statement delivered pursuant hereto may be relied upon by Tenant or any
person to whom Tenant may deliver such certificate.

19.03 ATTORNMENT.  Tenant agrees that no foreclosure of a mortgage affecting the
Leased  Premises,  nor the  institution  of any suit,  action,  summary or other
proceeding  against the  Landlord  herein,  or any  successor  Landlord,  or any
foreclosure  proceeding  brought by the holder of any such  mortgage  to recover
possession of such  property,  shall by operation of law or otherwise  result in
cancellation  or  termination  of this  Lease or the  obligations  of the Tenant
hereunder,  and upon the  request  of the  holder of any such  mortgage,  Tenant
covenants and agrees to execute an instrument  in writing  satisfactory  to such
party or parties or to the  purchaser of the mortgaged  premises in  foreclosure
whereby  Tenant attorns to such  successor in interest.  The foregoing  language
notwithstanding,  Tenant  shall not be  required to sign,  nor  presumed to have
signed or agreed  to, any  document  hereunder  which  does not  contain in form
reasonably  satisfactory to Tenant language which provides that  notwithstanding
the  attornment  document,  neither the holder of the document nor any person or
entity  claiming by or through said holder may  disrupt,  terminate or otherwise
interfere with Tenant's quiet possession of the Property or the Premises so long
as Tenant keeps and performs the covenants of Tenant hereunder.

19.04 PLEDGE OF PERSONAL PROPERTY AND/OR LEASE INTEREST.  The foregoing language
notwithstanding, Landlord acknowledges that Tenant may seek financing or funding
which requires it to encumber the personal  property owned by Tenant, as well as
similar property from other restaurant  operations,  by way of a first and prior
security interest in the collateral for the benefit of an institutional  lender.
In such event,  Landlord shall execute such documents as are reasonably required
by such lender to evidence  subordination of Landlord's  security  interest,  if
any, in accordance with this paragraph.
<PAGE>

                                   ARTICLE 20

                            MISCELLANEOUS PROVISIONS

20.01 ACCORD AND SATISFACTION.  No payment by Tenant or receipt by Landlord of a
lesser  amount than the monthly rent  installments  herein  stipulated  shall be
deemed to be other than on account of the earliest stipulated rent.

20.02  APPLICABLE  LAW. This Lease and the rights and obligations of the parties
arising hereunder shall be construed in accordance with the laws of the State of
Colorado.

20.03 CAPTIONS AND SECTION NUMBERS. The headings which have been used throughout
this Lease have been  inserted  for  convenience  of  reference  only and do not
constitute  matter to be  construed  in  interpreting  this Lease.  Words of any
gender  used in this Lease  shall be held and  construed  to  include  any other
gender and words in a singular  number shall be held to include the plural,  and
vice versa, unless the context requires otherwise. The words "herein," "hereof,"
"hereunder,"  and other  similar  compounds of the word "here" when used in this
Lease shall refer to the entire  Lease and not to any  particular  provision  or
section.  If the last day of any  time  period  stated  herein  shall  fall on a
Saturday,  Sunday, or legal holiday, then the duration of such time period shall
be  extended  so that it shall  end on the next  succeeding  day  which is not a
Saturday, Sunday, or legal holiday.

20.04  COVENANTS  AND  RESTRICTIONS.  Subject to the  undertakings  imposed upon
Landlord  pursuant to paragraph  12.01  regarding  Governmental  Regulations and
Article 13 regarding  Destruction of Leased Premises,  Tenant shall undertake to
see that the Property and the  Premises and the  operation of Tenant's  business
thereon  and  therein  shall  at all  times  comply  with the  Declaration,  the
Restrictions   Agreement  and  any  other   covenants,   declarations  or  other
restrictions as may be applicable to the Property and Premises from time to time
and Tenant shall bear all costs associated with such compliance.

20.05 COUNTERPARTS.  This Lease may be executed in several counterparts, each of
which  shall be full  effected as an original  and all of which  together  shall
constitute one and the same instrument.

20.06 ENTIRE AGREEMENT.  The Lease, the Exhibits and any Rider set forth all the
covenants, promises, agreements,  conditions and understandings between Landlord
and Tenant concerning the Leased Premises and there are no covenants,  promises,
agreements,  conditions or understandings,  either oral or written, between them
other  than  as  herein  set  forth.  All  prior  communications,  negotiations,
arrangements,  representations,  agreements  and  understandings,  whether oral,
written or both,  between the parties  hereto,  and their  representatives,  are
merged herein and  extinguished,  this Lease superseding and canceling the same.
Except as herein otherwise provided, no subsequent alteration, amendment, change
or  addition  to this Lease  shall be binding  upon  Landlord  or Tenant  unless
reduced to writing  and  executed  by the party  against  which such  subsequent
alteration,  amendment,  change  or  modification  is to  be  enforced.  If  any
provision  contained  in any Exhibit or Rider  hereto is  inconsistent  with any
printed  provisions  of this Lease the  provision  contained  in such Exhibit or
Rider shall supersede said printed provision.

20.07 EXHIBITS.  All references to Exhibits  contained  herein are references to
Exhibits  attached hereto,  all of which are made a part hereof for all purposes
the same as if set forth herein verbatim,  it being expressly understood that if
any Exhibit  attached  hereto  which is to be executed  and  delivered  contains
blanks,  the same shall be completed  correctly and in accordance with the terms
and provisions  contained  herein and as contemplated  herein prior to or at the
time of execution and delivery thereof.

20.08 FACSIMILE SIGNATURES. Facsimile copies bearing copies of the signatures of
Landlord and Tenant  shall be binding  upon the parties  until such time as each
party has received a copy of this Lease bearing original signatures.

20.09 FORCE  MAJEURE.  In the event that either party hereto shall be delayed or
hindered in or prevented from the  performance of any act required  hereunder by
reason of strikes,  lockouts,  labor troubles,  inability to procure  materials,
failure  of  power,  restrictive   governmental  laws  or  regulations,   riots,
insurrection,  war, or other  reason of a like nature not the fault of the party
delayed in performing work or doing acts required under the terms of this Lease,
then the time allowed for  performance of such act shall be extended by a period
a equivalent to the period of such delay.  The  provisions of this Section 20.09
shall not  operate to excuse  Tenant,  or  Landlord as the case may be, from the
prompt payment of Rent or any other payments required by the respective  parties
under the terms of this Lease.

20.10  GUARANTOR.  This Lease is Guaranteed by Rock Bottom Restaurants, Inc., 
                   pursuant to the Guaranty attached hereto as Exhibit ___.

20.11.  HAZARDOUS  MATERIALS:  Neither  Landlord nor Tenant will store,  use, or
dispose of any hazardous, toxic, corrosive,  explosive,  reactive or radioactive
matter in, on, or about the Premises or the  Property.  Landlord and Tenant will
comply  with  all  applicable  environmental  laws and  permitting  requirements
impacting the operations on the Leased Premises. Tenant shall indemnify and hold
harmless the Landlord from any claims or actions, including, without limitation,
costs,  reasonable  attorneys'  fees and costs of  remediation,  arising  out of
Tenant's use,  storage or disposal of toxic or hazardous  materials on or in the
Leased Premises.
<PAGE>

20.12 NO PARTNERSHIP OR OTHER ASSOCIATION.  Landlord does not, in any way or for
any  purpose,  become a partner  of Tenant in the  conduct  of its  business  or
otherwise, or joint venturer or a member of a joint enterprise with Tenant.

20.13  NOTICE TO  LANDLORD  OF  DEFAULT.  In the event of any act or omission by
Landlord which would give Tenant the right to terminate this Lease,  or make any
claim against Landlord for the payment of money, Tenant will not make such claim
or exercise such right until it has given written notice of such act or omission
to the Landlord,  and after  fifteen (15) days shall have elapsed  following the
giving of such notice,  during which  Landlord has not  commenced  diligently to
remedy such act or omission or to cause the same to be remedied.

20.14 PARTIAL INVALIDITY. If any one or more of the provisions of this Lease, or
the applicability of any such provision to a specific  situation,  shall be held
invalid or unenforceable, such provision shall be modified to the minimum extent
necessary to make it or its application valid and enforceable,  and the validity
and  enforceability  of all  other  provisions  of  this  Lease  and  all  other
applications of any such provisions shall not be affected thereby.

20.15 PRELIMINARY  NEGOTIATIONS.  This Lease is executed in conjunction with the
Purchase and Sale  Agreement  dated June ___,  1997,  between  Zymotic,  LLC, or
assigns and Rock Bottom Restaurants,  Inc. Tenant's obligations under this Lease
are  contingent  or  conditioned  only  upon  the  closing  of  the  transaction
contemplated  by said  Purchase  and  Sale  Agreement.  If for any  reason  said
transaction does not close, and Landlord does not acquire title to the Property,
the Lease shall be of no force or effect,  and each party shall be released from
any obligation hereunder.

20.16 QUIET ENJOYMENT,  LANDLORD'S COVENANT. Upon payment by Tenant of the rents
herein  provided,  and upon the observance and performance of all the covenants,
terms and conditions on Tenant's part to be observed and performed, Tenant shall
peaceably  and quietly  hold and enjoy the Leased  Premises  for the term hereby
demised  without  hindrance or  interruption  by Landlord or any other person or
persons lawfully or equitably claiming by, through,  or under Landlord.  In that
regard,  and  notwithstanding  any other language  herein to the contrary,  when
exercising its rights and performing its obligations under this Lease,  Landlord
shall  take no  action  which  shall  interfere  with the  conduct  of  Tenant's
business,  cause inconvenience to Tenant's customers,  increase Tenant's cost of
doing business or cost for common area  maintenance  and expenses,  or change or
interfere with the ingress/egress  provided to and from the Leased Premises,  or
change,  decrease or interfere  with Tenant's  signage,  without  Tenant's prior
written consent, which consent shall be given or withheld in Tenant's reasonable
business  judgment.  The within  limitation  shall not apply to actions taken by
Landlord  to enforce  its rights  after a default and failure to cure by Tenant,
and shall not apply to the extent Landlord and Tenant are governed by the rules,
regulations,  covenants,  restrictions,  etc. applicable to the Property and the
Premises.

20.17 REAL ESTATE  COMMISSIONS.  Landlord and Tenant  warrant to each other they
have not dealt with any broker or Realtor with respect to this transaction.

20.18  RECORDING.  A  certificate  or  memorandum  of this  Lease,  prepared  by
Landlord,  may at the option and expense of Landlord, be recorded.  Tenant shall
execute any such certificate or memorandum which accurately reflects the general
non-monetary terms of this Lease upon request by Landlord; provided, however, no
such  certificate or memorandum  shall state the amount of rent or other charges
payable by Tenant to Landlord under this Lease.

20.19  TENANT'S  ASSERTION  OF  LANDLORD'S  RIGHTS.  So long as Tenant is not in
default  under the terms of the within  Lease,  Landlord  assigns to Tenant,  at
Tenant's expense, Landlord's right to:

         (a)  Audit  the  Common  Expenses  of the  Centennial  Promenade  
              Shopping  Center  as  provided  in  paragraph  8 (c ) of the
              Declaration; and,
         (b)  Enforce the terms of the Restrictions  Agreement pursuant to which
              the  Property  is to be the  sole  site  of a  "Brew  Pub"  in the
              Centennial Promenade Shopping Center.

20.20 WASTE. Tenant shall not allow nor commit waste on or about the Premises.

20.21 NO WAIVER CUMULATIVE  RIGHTS. The various rights and remedies contained in
this Lease  shall not be  exclusive  of any other  right or  remedy,  but shall,
except as specifically set forth otherwise, be cumulative and in addition to any
other  remedy now or  hereafter  existing at law, in equity,  or by statute.  No
delay or omission of any  exercise of any right by either party shall impair any
such  right,  or  constitute  or give  rise to a waiver  of any  right or of any
default or any  acquiescence  therein.  One or more  waivers of any  covenant or
condition of this Lease by either party shall not constitute or give rise to any
waiver of any  subsequent  rights  under the same  covenant  or  condition.  The
consent or approval by either party to or of any act or thing requiring  consent
or  approval  shall  not be deemed to waive or  render  unnecessary  consent  to
approval of any subsequent similar act.


<PAGE>


                                   ARTICLE 21

                            HOLDING OVER; SUCCESSORS

21.01  HOLDING  OVER.  In the event Tenant  remains in  possession of the Leased
Premises after the expiration of the tenancy created hereunder,  and without the
execution of a new lease, Tenant, at the option of Landlord,  shall be deemed to
be occupying the Leased Premises as a tenant from month to month, at one hundred
fifty  percent  (150%)  of the Base  Rent for the last  Lease  Year of the term,
subject to all the other  conditions,  provisions and  obligations of this Lease
insofar as the same are applicable to month-to-month tenancy.

21.02 SUCCESSORS AND ASSIGNS.  Except as otherwise  herein provided,  this Lease
and all the covenants,  terms,  provisions and conditions herein contained shall
inure  to the  benefit  of and  be  binding  upon  the  heirs,  representatives,
successors and assigns of each party hereto,  and all covenants herein contained
shall run with the land and bind any and all successors in title to Landlord.




TENANT:                                              LANDLORD:
WALNUT BREWERY, INC., a                              ZYMOTIC, LLC, a Colorado
Colorado corporation,                                limited liability company


By:
    ----------------------------                     ----------------------
     Thomas A. Moxcey, President                     David E. Carpenter,
                                                     Manager-Member