CHICAGO PIZZA & BREWERY INC
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<TYPE>EX-10
<SEQUENCE>10
<FILENAME>0010.txt
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                                  PAGE 1 OF 10
THE SECURITIES REPRESENTED HEREBY AND THE UNDERLYING SHARES OF COMMON STOCK HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD,  OFFERED  FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION  STATEMENT  AS  TO THE SALE OF SUCH SECURITIES UNDER SAID ACT OR AN
OPINION  OF  COUNSEL  SATISFACTORY  TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.



                            OPTION AGREEMENTAGREEMENT


     This  Option  Agreement  (the  "AGREEMENT")  is  made as of the 20th day of
December, 2000 between Chicago Pizza & Brewery, Inc. (the "COMPANY") and Paul A.
Motenko  ("OPTIONEE").

     The  Company hereby grants to Optionee options to purchase shares of Common
Stock  of  the  Company,  as  follows:

Section  1.     NUMBER  OF  OPTIONS.
-----------     --------------------

     Optionee  is  hereby  entitled  to  purchase  (the "OPTIONS") up to 330,679
shares of the Company's authorized but unissued Common Stock (the "SHARES"), all
of  which  have been reserved for issuance pursuant to the Options.  Each Option
shall  represent  the  right  to  purchase  one  Share, subject to adjustment as
provided  in  Section  6  hereof.

Section  2.     EXERCISE  PRICE.
-----------     ----------------

     The  exercise  price  for the Shares shall be $2.75 per share ( the "OPTION
PRICE"),  subject  to  adjustment  as  provided  in  Section  6  hereof.

Section  3.     WHEN  OPTIONS  MAY  BE  EXERCISED.
-----------     ----------------------------------

     The  Options  issued  pursuant to Section 1 shall be exercisable commencing
upon  the date of issuance and terminating on the later of (i) December 31, 2006
or (ii) ninety (90) days after the termination of Optionee's employment with the
Company.  The  term  of  the  Options  prior  to  December 31, 2006 shall not be
subject  to  reduction  as  a result of any termination of Optionee's employment
with  the  Company,  whether  by  the  Company  or  by Optionee, for any reason.

Section  4.     INVESTMENT  REPRESENTATION  OF  OPTIONEE.
-----------     -----------------------------------------


<PAGE>
     Optionee  acknowledges  that  the  Options  and  the  Shares  issuable upon
exercise  of  the Options (the "RESTRICTED SECURITIES") have not been registered
under  the  Securities  Act  of 1933, as amended (the "ACT") or applicable state
securities laws.  Optionee acknowledges that the offer, sale and delivery of the
Restricted  Securities  to  Optionee  is  made  in  reliance  upon  Optionee's
representations,  warranties,  agreements  and  undertakings  reflected  herein.
Optionee  represents  and  warrants  that  Optionee  is acquiring the Restricted
Securities solely for Optionee's own account and interest and not with a view to
distribute  them to the public.  Optionee understands and agrees that unless the
Restricted  Securities either are registered under the Act or are disposed of in
transactions for which exemptions from such registration are available, Optionee
must  continue  to  own  and  hold  the Restricted Securities for Optionee's own
account and interest indefinitely.  Optionee further understands that whether an
exemption  from  the  registration requirements of the Act will be available for
such  future transactions as Optionee may propose will depend upon the nature of
each  such  transaction,  the pertinent surrounding facts and circumstances then
extant,  and  the  then  applicable  law.

     Any  certificate  evidencing  the Restricted Securities shall bear a legend
substantially  in  the  following  form:

THE  SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"),  OR  ANY  STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE  OF  SUCH  REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY
APPLICABLE  STATE  SECURITIES  LAW.

     Any  certificate  evidencing  the  Restricted  Securities  shall  bear  any
additional  legend required under state or Federal securities laws, by contract,
or  otherwise.

Section  5.     EXERCISE  OF  OPTIONS.
-----------     ----------------------


<PAGE>
     The  Options,  or any portion of the Options, may be exercised from time to
time, in whole or in part, in accordance with the provisions of Section 3 above,
which exercise shall be effective immediately upon written notice to the Company
at  its  principal offices, setting forth the number of Options being exercised,
accompanied  by  the full amount of the purchase price for such Shares.  Payment
of  the  Option  Price  of  the  Shares  shall  be  made  by means of any one or
combination  of  the  following,  at the election of Optionee: (i) cash or check
made payable to the Company, (ii) shares of Common Stock of the Company having a
fair  market value, as determined in good faith by the Board of Directors of the
Company, equal to the Option Price, or (iii) Options having a fair market value,
as  determined  in good faith by the Board of Directors of the Company, equal to
the  Option Price.  Fair market value shall be as of the exercise date and shall
be  determined  without  regard  to  any  restriction on resale. Upon receipt of
notice  and  payment,  the  Company  shall  promptly  make  arrangements for the
issuance  to  Optionee  of  the  number  of  Shares as to which the Options were
exercised.  Upon  exercise  of the Options, the number of Shares subject to this
Agreement  shall  be automatically reduced to the extent of the number of Shares
as  to which Options are exercised, and this Agreement shall remain in effect as
to  the  remaining number of Options and Shares.  The Company reserves the right
to  require  Optionee, before receipt of the Shares, to represent and warrant in
writing,  in form and substance reasonably satisfactory to the Company, that the
Shares  purchased  are  being  acquired  without any view to distribution and to
agree  in writing to the imposition of legends on the share certificates setting
forth  any restrictions upon disposition required by applicable federal or state
securities  laws.

Section  6.     ADJUSTMENTS.
-----------     ------------

     The  number  of  Shares  purchasable upon the exercise of an Option and the
Option  Price  shall  be  subject  to  adjustment  as  follows:

     6.1     Whenever the number of Shares purchasable upon the exercise of each
Option  or  the  Option Price is adjusted, as herein provided, the Company shall
promptly  mail by first class mail, postage prepaid, to Optionee, notice of such
adjustment  or  adjustments  setting forth the number of Shares purchasable upon
the  exercise of each Option and the Option Price after such adjustment, a brief
statement  of  the facts requiring such adjustment, and the computation by which
such  adjustment  was  made.

     6.2     For  the  purpose  of  this  Section  6, the term "shares of Common
Stock"  shall  mean (i) the class of stock designated as the Common Stock of the
Company  as  of  the  date  of  this Agreement, or (ii) any other class of stock
resulting from successive changes or reclassifications of such shares consisting
solely  of  changes  in par value, or from par value to no par value, or from no
par  value  to  par  value.  In  the  event  that at any time, as a result of an
adjustment made pursuant to Section 6.3 below, the Holders shall become entitled
to  purchase  any  shares  of  the  Company  other  than shares of Common Stock,
thereafter  the number of such other shares so purchasable upon exercise of each
Option  and  the Option Price of such shares shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions  relating  to  the  Shares  contained  in  this  Section  6.

     6.3     In  case  the  Company shall (i) pay a dividend in shares of Common
Stock  or make a distribution to all holders of shares of Common Stock in shares
of  Common  Stock,  (ii) subdivide its outstanding shares of Common Stock, (iii)
combine  its  outstanding shares of Common Stock into a smaller number of shares
of  Common Stock or (iv) issue by reclassification of its shares of Common Stock
other  securities of the Company, the number of Shares purchasable upon exercise
of  each  Option  immediately  prior  thereto shall be adjusted so that Optionee
shall  be  entitled to receive the kind and number of Shares or other securities
of  the  Company  which Optionee would have owned or would have been entitled to
receive after the happening of any of the events described above, had the Option
been  exercised  immediately  prior to the happening of such event or any record
date  with  respect  thereto.  An  adjustment  made pursuant to this Section 6.3
shall  become  effective  immediately  after  the  effective  date of such event
retroactive  to  the  record  date,  if  any,  for  such  event.


<PAGE>
     6.4     In  case  of any consolidation of the Company with or merger of the
Company into another corporation or in case of any sale or conveyance to another
entity  of  the  property  of  the Company as an entirety or substantially as an
entirety,  the  Company  or such successor or purchasing entity, as the case may
be,  shall  be obligated to issue to Optionee, upon exercise of each Option, the
same  consideration  as Optionee would have owned or would have been entitled to
receive  after  the  happening of such consolidation, merger, sale or conveyance
had  such Option been exercised immediately prior to such action.  If the action
involves  two  or more transactions involving different consideration to holders
of  Common  Stock, Optionee may elect which consideration to receive pursuant to
this  Section  6.4.

     6.5     In  case  the Company shall distribute to all holders of its shares
of  Common  Stock  a  stock  dividend,  evidence  of  its indebtedness or assets
(excluding  regular  and ordinary cash dividends) or rights, options or warrants
or  convertible  securities  containing  the  right to subscribe for or purchase
shares  of Common Stock, then in each case the Option Price shall be adjusted to
a  price  determined by multiplying the Option Price in effect immediately prior
to  such  distribution  by  a fraction, of which the numerator shall be the then
current market price per share of Common Stock (as defined in Section 6.7 below)
on  the  date  of  such distribution, less the then fair value (as determined in
good faith by the Board of Directors of the Company) of the portion of the stock
dividend,  assets  or evidence of indebtedness so distributed or of such rights,
options,  options  or  convertible  securities applicable to one share of Common
Stock,  and of which the denominator shall be such then current market price per
share  of  Common  Stock.  Such  adjustment  shall  be  made  whenever  any such
distribution  is  made,  and  shall become effective on the date of distribution
retroactive to the record date for the determination of stockholders entitled to
receive  such  distribution.

     6.6     No  adjustment  in the number of Shares purchasable hereunder shall
be  required unless such adjustment would require an increase or decrease in the
number  of  Shares  purchasable upon the exercise of each Option of at least One
(1)  Share;  provided,  however,  that  any  adjustments which by reason of this
Section  6.6 are not required to be made shall be carried forward and taken into
account  in  any  subsequent  adjustment.

     6.7     Whenever the number of Shares purchasable upon the exercise of each
Option  is adjusted, as herein provided, the Option Price per Share payable upon
exercise  of  each Option shall be adjusted (to the nearest cent) by multiplying
such  Option  Price immediately prior to such adjustment by a fraction, of which
the  numerator  shall  be  the number of Shares purchasable upon the exercise of
each  Option  immediately prior to such adjustment, and of which the denominator
shall  be  the  number  of  Shares  so  purchasable  immediately  thereafter.


<PAGE>
     6.8     For  the purpose of any computation pursuant to this Section 6, the
current  or  closing market price per share of Common Stock at any date shall be
deemed  to  be  (i) the average of the mean between the bid and asked prices, as
reported  by the National Association of Securities Dealers, Inc., if the shares
of Common Stock are traded on the National Market System, the SmallCap Market or
the  OTC  Bulletin Board, or, (ii) if the shares of Common Stock are traded on a
national  securities  exchange,  the average daily closing price on the New York
Stock  Exchange,  Inc., or, if such shares are not listed on such exchange, then
on any other national securities exchange on which they are so listed, or  (iii)
the average daily closing price as reported by any foreign exchange on which the
shares  of Common Stock are traded, on the last ten (10) trading days before the
day  in  question.  If  the  shares are not traded as provided in clauses (i) or
(ii)  or  (iii) above, then the current market price shall be determined in good
faith  by  the  Board  of Directors of the Company, which determination shall be
final  absent  clear  and  convincing  evidence of bad faith by the Board.   The
closing  price  referred  to  in  clause  (ii) and (iii) above shall be the last
reported  sales  price or in case no such reported sale takes place on such day,
the  average of the reported closing bid and asked prices, in either case on the
aforesaid  securities  exchange.

     6.9     The  Company  may, at its option, at any time while any Options are
outstanding,  reduce  the  then  current  Option  Price  to  any  amount  deemed
appropriate  by  the  Board  of  Directors  of  the  Company.

Section  7.     ASSIGNABILITY  OF  OPTIONS.
-----------     ---------------------------

     The  Options  may not be assigned, transferred, pledged, hypothecated, sold
or  otherwise  disposed  of,  in  whole  or  in  part,  either  voluntarily  or
involuntarily,  except  with  the  prior  written  consent  of  the  Company.

Section  8.       RESERVATION  OF  SHARES;  PAYMENT  IN  FULL;  LISTING
-----------       -----------------------------------------------------

     The  Company  will  at  all  times  reserve  and  keep available out of its
authorized  capital stock, solely for issuance upon the exercise of this Option,
such  number of shares of Common Stock as shall be issuable upon the exercise of
this  Option.  Such  Common Stock, when issued pursuant to this Agreement, shall
be  duly  and  validly  issued,  fully  paid and nonassessable and free from all
taxes,  liens  and  charges  with  respect  to  the  issue  thereof.

     The  Company  will  use  its  reasonable best efforts to have the shares of
Common  Stock  which  are  issuable  upon  exercise  of  Options  listed  on the
securities  exchange  or exchanges, if any, on which its then outstanding Common
Stock  is  listed,  or  on  NASDAQ  if  its Common Stock is then listed thereon.

Section  9.     REGISTRATION  RIGHTS.
-----------     ---------------------

     The  Company  covenants  and  agrees  to provide the following registration
rights  at  any  time  from  and  after  the date of this Agreement to Optionee:


<PAGE>
     9.1     Whenever  the  Company  proposes  to  file a registration statement
relating  to  any  of its capital stock under the Act, other than a registration
statement  required to be filed in respect of employee benefit plans on Form S-8
or  similar  form  or  any  registration  statement  on Form S-4 or similar form
relating  to  securities issued in connection with a reorganization, the Company
shall,  at  least  seven business days prior to such filing, give written notice
thereof  to  Optionee.  Upon receipt by the Company, not more than four business
days  after receipt of such notice by Optionee, of a written request by Optionee
for  registration  of  all or a portion of the Shares of the Common Stock of the
Company  issued  or  issuable upon exercise of the Option ("REGISTRABLE SHARES")
then  owned  by  Optionee,  the Company shall include such Registrable Shares in
such registration statement or in a separate registration statement concurrently
filed, and shall use all reasonable efforts to cause such registration statement
to become effective with respect to such Registrable Shares, unless the managing
underwriter  therefor  concludes  in  its  reasonable  good  faith judgment that
compliance  with  this  Section  9.1  would  materially  adversely  affect  such
offering.  If  the  managing underwriter determines in good faith that a portion
but  not  all of such Registrable Shares may be included, then only such portion
shall  be  included.

     9.2  The Company will use all reasonable efforts to cause such registration
statement  to  remain  effective until the earlier of 45 days from the effective
date  of  the  registration  statement  or  the date that Optionee completes his
distribution  of  the  Registrable  Shares.  The Company will use all reasonable
efforts  to  effect such qualifications under applicable blue sky or other state
securities  laws  as  may  be  reasonably  requested  by  Optionee  to permit or
facilitate  such  sale  or  other  distribution.  The  Company  will  cause  the
Registrable Shares for which the registration statement is effected to be listed
on  any  national securities exchange or quoted on any stock quotation system on
which  the  shares  of  Common  Stock  are  listed  or  quoted.

     9.3  Optionee  shall furnish to the Company such information as the Company
may  reasonably  request  and  as  shall  be  required  in  connection  with any
registration,  qualification  or  compliance referred to in this Section 9.  The
Company  agrees  to  furnish  to  Optionee  the number of prospectuses, offering
circulars or other documents, or any amendments or supplements thereto, incident
to  any  registration, qualification or compliance referred to in this Section 9
as  Optionee  from  time  to  time  may  reasonably  request.

     9.4  The Company will bear all expenses of registrations, qualifications or
compliance  pursuant  to  this  Section 9 (other than underwriting discounts and
commissions  and brokerage commissions and fees, if any, payable with respect to
the  Registrable Shares or the cost of counsel for Optionee), including, without
limitation,  registration fees, printing expenses, expenses of blue sky or other
state  securities  law  registration  or compliance, and legal and auditing fees
incurred  by  the  Company  in  connection  therewith.

     9.5  In  connection with any registration of Registrable Shares pursuant to
this Section 9, the Company agrees to provide reasonable cooperation to Optionee
and  any  underwriters  participating  in  such  offering,  including,  without
limitation, entering into such customary underwriting or other agreements (which
may  contain  customary  representations  and  warranties  by  the  Company  and
indemnification  provisions);  furnishing a customary comfort letter or letters,
dated  the  date of the final prospectus with respect to the Registrable Shares,
from  the  independent certified public accountants of the Company and addressed
to  Optionee and any such underwriters; furnishing an opinion of counsel for the
Company,  dated  the  date of the closing of the sale of the Registrable Shares,
with  respect  to  such  matters  as  may  be  reasonably  requested; and making
available  for  inspection  by  Optionee  and his agents all financial and other
records,  corporate  documents  and  properties  of  the  Company  as  shall  be
reasonably  requested.

<PAGE>

     9.6  During  the  effectiveness  of  a  registration  statement  in  which
Registrable  Shares  are  included  pursuant to this Section 9, the Company will
notify Optionee promptly of any notice from a regulatory authority affecting the
sale of the Registrable Shares and of any event or facts that, in the reasonable
judgment  of  the  Company,  should be set forth in such registration statement.
The  Company  will,  as  promptly  as  practicable,  take  such action as may be
necessary  to  amend  or  supplement such registration statement in order to set
forth  or  reflect  such  event  or  facts.

     9.7  In the event of the registration of any Registrable Shares pursuant to
this  Section  9,  each  party  hereto (the "INDEMNIFYING PARTY"), to the extent
                                             ------------------
permitted  by  law, shall indemnify and hold harmless the other party hereto and
its  officers,  directors,  employees and agents (collectively, the "INDEMNIFIED
PARTIES")  against  any losses, claims, damages or liabilities, joint or several
(collectively,  "CLAIMS"),  to  which  any of the Indemnified Parties may become
subject  under  the  Act  or  otherwise,  insofar  as such Claims (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement  of  material fact contained in the registration statement (or
any  document  contained  in  or  incorporated  by reference in the registration
statement) relating to the Registrable Shares, or arise out of or are based upon
any  omission or alleged omission to state a material fact required to be stated
therein  or  necessary  to  make the statements therein not misleading, and will
reimburse  each  Indemnified  Party  for  any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any  Claims; provided however, that the Indemnifying Party will not be liable in
             -----------------
any  such  case to the extent that any such Claim arises out of or is based upon
an  untrue statement or alleged untrue statement or omission or alleged omission
made  or  incorporated  by  reference in such registration statement in reliance
upon  and  in  conformity  with written information provided by such Indemnified
Party  specifically  for use in the preparation thereof.  The indemnity provided
by  this  Section  9.7  shall  remain in full force and effect regardless of any
investigation  made  by  or  on  behalf  of  the  Indemnified  Party.  If  the
indemnification  provided for by this Section 9.7 is unavailable to a party that
would  have  been an Indemnified Party in respect of any Claims, then each party
that  would  have been an Indemnifying Party shall, in lieu of indemnifying such
Indemnified  Party, contribute to the extent permitted by law to the amount paid
or  payable  by  such  Indemnified  Party  as  a  result  of such Claims in such
proportion as is appropriate on an equitable basis to reflect the relative fault
of  the  Indemnifying  Party  on  the one hand and such Indemnified Party on the
other  hand  in connection with the statement or omission which resulted in such
Claims; provided, however, that no person guilty of fraudulent misrepresentation
        ------------------
within the meaning of Section 11(f) of the Act shall be entitled to contribution
from  any  person who was not found guilty of such fraudulent misrepresentation.

     9.8     Additional  Registration  Rights.  In  addition to the registration
             --------------------------------
rights  provided  in  this Agreement, the Optionee shall be entitled to register
the  shares  underlying this Option under the terms of the Optionee's Employment
Agreement  with  Company  dated  as  of  December  20,  2000.


<PAGE>
Section  10.     PUBLIC  MARKET  FOR  COMMON  STOCK

     If  at  any time prior to the exercise of all Options which are the subject
of  this  Agreement, there ceases to be a Public Market (as hereinafter defined)
for  the  Company's Common Stock, then the Optionee shall have the right, at his
sole  election, for a period of thirty (30) days thereafter, to surrender to the
Company  all  unexercised  Options then held by Optionee and to receive from the
Company  in  consideration  therefore  an  amount  equal to the number of Shares
subject to such unexercised Options times the amount obtained by subtracting the
Option  Price  per share then in effect from the greater of $4.00 or the highest
sales  price  on  a  Public  Market  during the preceding six months.  By way of
example,  if the exercise price at the time of surrender was $2.75 per share and
the  highest  sales price on a Public Market during the preceding six months was
$4.25  per  share,  then  the number of unexercised Options surrendered would be
multiplied  by  $1.50  to  determine the consideration to be paid by the Company
upon  such  surrender.  The amount payable by the Company shall be paid promptly
after  such  surrender,  and  in no event later than twenty (20) days after such
surrender.  Any  surrender pursuant to this Section 10 shall be delivered to the
Company  at  its principal executive offices and shall be accompanied by written
notice  signed  by Optionee indicating his election to surrender the unexercised
Options  pursuant  to  this  Section  10.

     For  purposes  of  this  Section  10,  a  Public Market shall mean that the
Company's  Common  Stock  is  listed  for  trading  on one or more of a national
securities  exchange,  as that term is defined under the Securities Exchange Act
of  1934,  the  Nasdaq  National  Market,  or  the  Nasdaq  Smallcap  Market.

Section  11.     GENERAL  PROVISIONS.
------------     --------------------

     11.1     Execution  of the Company.  The Options have been duly authorized,
              --------------------------
executed,  and  delivered  by  and  on  behalf  of  the  Company.





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