Granite City Food & Brewery (GCFB)

1.             PURPOSE

The purpose of this Granite City Food & Brewery Ltd. 1997 Director Stock Option Plan (the “Plan”) is to attract and retain the best available individuals to serve as directors of the Company, to provide additional incentive to such persons and to encourage continued service by such persons on the Board.

The Company intends that the options granted hereunder shall not constitute incentive stock options within the meaning of Section 422 of the Code, as amended.

1.             PURPOSE

The purpose of this Granite City Food & Brewery Ltd. 1997
Director Stock Option Plan (the “Plan”) is to attract and retain the best
available individuals to serve as directors of the Company, to provide
additional incentive to such persons and to encourage continued service by such
persons on the Board.

The Company intends that the options granted hereunder shall not
constitute incentive stock options within the meaning of Section 422 of
the Code, as amended.

The Plan has been established by the Company to (i) attract and retain individuals eligible to participate in the Plan; (ii) motivate Eligible Individuals, by means of appropriate incentives, to achieve long-range goals; (iii) provide incentive compensation opportunities that are competitive with those of other similar companies; and (iv) further identify Eligible Individuals’ interests with those of the Company’s other shareholders through compensation that is based on the Company’s common stock; and thereby promote the long-term financial interest of the Company and any Related Company, including the growth in value of the Company’s equity and enhancement of long-term shareholder return.