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