<PAGE>










                   -------------------------------------
                           AMENDED AND RESTATED
                            OPERATING AGREEMENT

                                    OF

                        GOPHER STATE ETHANOL, LLC
                   A DELAWARE LIMITED LIABILITY COMPANY
                   -------------------------------------



THE MEMBERSHIP INTERESTS REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR UNDER ANY OTHER
APPLICABLE SECURITIES LAWS.  SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED,
PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION
UNDER SUCH ACT AND LAWS OR AN EXEMPTION THEREFROM, AND COMPLIANCE WITH THE
OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH OR REFERRED TO HEREIN.

<PAGE>

<TABLE>
<CAPTION>

     TABLE OF CONTENTS
<S>                                                                        <C>
ARTICLE I

     FORMATION                                                             2
     Section 1.01  Formation                                               2
     Section 1.02  Purpose of the Company                                  2
     Section 1.03  Office                                                  2
     Section 1.04  Effective Date; Term                                    2
     Section 1.05  Authorization of this Agreement                         2
     Section 1.06  Foreign Company Filings; Other Certificates             2
     Section 1.07  Registered Agent; Registered Office                     3

     Section 1.08  Limited Liability                                       3
     Section 1.09  Recapitalization, Acquisitions, Restructuring and
                   Mergers                                                 3
     Section 1.10  Right to Convert to Corporate Form                      3

ARTICLE II

     DEFINITIONS                                                           3
     Section 2.01  Definitions                                             3

ARTICLE III

     RELATIONSHIP OF THIS AGREEMENT
     TO OTHER PROVISIONS OR AGREEMENTS                                     7
     Section 3.01  Relationship Between Agreement and LLC Act              7
     Section 3.02  Relationship Between Agreement and Certificate of
                   Formation                                               7
     Section 3.03  Relationship Between Agreement and Contribution
                   Agreement                                               8

ARTICLE IV

     CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS                               8
     Section 4.01  Initial Contributions; Capital Accounts                 8
     Section 4.02  Loans from Members                                      8
     Section 4.03  No Right of Company to Require Additional Contributions 8
     Section 4.04  Capital Call                                            8
     Section 4.05  Conditions Precedent                                    9

ARTICLE V

     CLASS A FINANCIAL MEMBERS                                             9
     Section 5.01  Class A Financial Rights                                9
     Section 5.02  Percentage Class A Financial Interests                  9



ARTICLE VI

     CLASS B FINANCIAL MEMBERS                                             10
     Section 6.01  Class B Financial Rights                                10
     Section 6.02  Company's Redemption Right                              10
     Section 6.03  Percentage Class B Financial Interests                  11


                                   i

<PAGE>

     Section 6.04  Restrictions Upon Guaranteed Payments and Redemption    11

ARTICLE VII

     CAPITAL ACCOUNTS; CAPITAL STRUCTURE:
     PROFITS, LOSSES AND DISTRIBUTIONS                                     11
     Section 7.01  Capital Accounts                                        11
     Section 7.02  Allocation of Profits and Losses                        12
     Section 7.03  Interest                                                12
     Section 7.04  Tax Distributions                                       13
     Section 7.05  Tax Allocations; Section 704(c) of the Code             13
     Section 7.06  Effect on Capital Account                               13
     Section 7.07  Distributions Upon Termination of the Company           13
     Section 7.08  Distributions in Kind                                   13
     Section 7.09  Distributions Subject to Set-Off by the Company         14
     Section 7.10  Tax Credits                                             14

ARTICLE VIII

     TAX MATTERS                                                           14
     Section 8.01  Tax Characterization and Returns                        14
     Section 8.02  Accounting Decisions                                    14
     Section 8.03  Tax Matters Partner                                     15
     Section 8.04  Accounting                                              15
     Section 8.05  Books of Account                                        15
     Section 8.06  Contents and Location of Required Records; Access to
                   Accounts                                                15

ARTICLE IX

     GOVERNANCE: BOARD OF MANAGERS                                         15
     Section 9.01  General                                                 15
     Section 9.02  Board of Managers                                       16
     Section 9.03  Duties of Managers                                      17

ARTICLE X

     ACTS OF GOVERNING MEMBERS AND MEMBER MEETINGS                         18
     Section 10.01  Percentage Governing Interest                          18
     Section 10.02  Act of the Members                                     18
     Section 10.03  Annual Meeting                                         18
     Section 10.04  Special Meetings                                       19

                                   ii

<PAGE>

     Section 10.05  Notice of Meetings                                     19
     Section 10.06  Location and Conduct of the Meetings; Adjournments     19
     Section 10.07  Waiver of Notice                                       19
     Section 10.08  Proxies                                                20
     Section 10.09  Quorum                                                 20
     Section 10.10  Alternative Forms of Action                            20
     Section 10.11  Membership Interest                                    20

ARTICLE XI

     ADMISSION OF ADDITIONAL MEMBERS; SALE,
     TRANSFER, ASSIGNMENT OR OTHER DISPOSITION                             21
     Section 11.01  Admission of New Members                               21
     Section 11.02  Assignment of Membership Interest                      21
     Section 11.03  Limitations on Transfer; Purchase Options              21
     Section 11.04  Rights of Holders of Financial Rights                  23
     Section 11.05  Transfer During Taxable Year                           24
     Section 11.06  Manner of Exercising Option                            24
     Section 11.07  Determination of Purchase Price                        24
     Section 11.08  Terms of Payment                                       24
     Section 11.09  Closing of Purchase                                    25
     Section 11.10  No Resignation                                         25
     Section 11.11  Securities Laws                                        25

ARTICLE XII

     DISSOLUTION, WINDING UP AND TERMINATION                               26
     Section 12.01  Events of Dissolution                                  26
     Section 12.02  Winding Up                                             26
     Section 12.03  Termination                                            28
     Section 12.04  Claims of Member                                       28

ARTICLE XIII

     INDEMNIFICATION                                                       28
     Section 13.01  Indemnification                                        28
     Section 13.02  Advances                                               28
     Section 13.03  Insurance                                              28

ARTICLE XIV

     MISCELLANEOUS                                                         29
     Section 14.01  Confidential Information                               29
     Section 14.02  Entire Agreement; Waiver; Modifications                29
     Section 14.03  Assignment; Successors                                 29
     Section 14.04  Notice                                                 30
     Section 14.05  Counterparts                                           31
     Section 14.06  Interpretation                                         31
     Section 14.07  Severability                                           31
     Section 14.08  Equitable Remedies                                     32
     Section 14.09  Expenses                                               32
     Section 14.10  Arbitration                                            32

                                   i

<PAGE>

     Section 14.11  Governing Law                                          33
     Section 14.12  Trademarks and Trade Names                             33
     Section 14.13  Further Assurances                                     33
     Section 14.14  Non-Compete                                            33
     Section 14.15  No Impairment                                          33
     Section 14.16  Survival                                               34
     Section 14.17  Amendment                                              34

</TABLE>

                                   ii

<PAGE>


                             AMENDED AND RESTATED
                             OPERATING AGREEMENT

                                      OF

                           GOPHER STATE ETHANOL, LLC

              ORGANIZED UNDER THE DELAWARE LIMITED LIABILITY ACT
                   [DELAWARE CODE SECTIONS 18-101, ET SEQ.]

     This Amended and Restated Operating Agreement (the "Agreement") is made
as of this 20th day of July, 1999, by and between Minnesota Brewing Limited
Partnership, a Minnesota limited partnership (the "Partnership"), Minnesota
Brewing Company, a Minnesota corporation (the "Brewery"), Bruce E. Hendry
("Hendry"), and GDN Properties, LLC, a Minnesota limited liability company
("GDN").

                                  RECITALS

     WHEREAS, the Brewery, the Partnership, Mobius Asset Management; LLC
("Mobius") and GSE Equity, LLC ("GSEE") (collectively the "Original Members")
entered into a Contribution Agreement dated March 29, 1999 (the "Contribution
Agreement") and an Operating Agreement dated March 29, 1999 (the "Operating
Agreement") in order to form Gopher State Ethanol, Llc (the "Company") and
engage in the business of producing, selling and distributing ethanol and any
other business reasonably related to the production of ethanol (the
"Business");

     WHEREAS, GSEE and Mobius failed to contribute assets to the Company as
required by the Contribution Agreement and the Operating Agreement and
therefore do not possess rights as Members of the Company, as evidenced by
the Settlement Agreement dated June __, 1999 by and between the Company,
GSEE, Mobius and H. Ronald Berg.

     WHEREAS, GDN and Hendry desire to serve as substitutes for GSEE and
Mobius upon the terms and conditions contained in this Agreement and the
amended and restated contribution agreement dated even herewith (the "Amended
and Restated Contribution Agreement");

     WHEREAS, the Partnership, the Brewery, Hendry and GDN wish to set forth
their agreement and understanding relating to the operation of the Company;

NOW THEREFORE, it is agreed as follows:

                              ARTICLE IFORMATION

SECTION 1.01  FORMATION

The Members agree to organize and associate themselves as members in a
Delaware limited liability company to be known as Gopher State Ethanol, LLC
(the "Company") in accordance with the LLC Act, this Agreement, the
Contribution Agreement and the Company's Certificate of Formation.  The
Members hereby authorize, ratify and approve the execution and delivery by
Thomas G. Lovett IV, Esq., Lindquist & Vennum, P.L.L.P., of the Certificate

                                   iii

<PAGE>

of Formation and its filing with the Delaware Secretary of State.

SECTION 1.02  PURPOSE OF THE COMPANY

The Company is formed for the purpose of engaging in its Core Business and
any other business its Members choose to pursue.  In connection therewith,
the Company  may enter into and perform all contracts and other undertakings,
and engage in all activities and transactions, as the Board or Members may
deem necessary or advisable to the carrying out of the foregoing objects and
purposes.  The Company shall not engage in any business other than its Core
Business without the unanimous written consent of the Members.

SECTION 1.03  OFFICE

The principal place of business of the Company shall be located at 882 West
Seventh Street, Saint Paul, Minnesota 55102, or at such other place as the
Members may from time to time determine.  At such principal place of
business, the Company shall keep a copy of this Agreement and all other
necessary records, including without limitation, all records required to be
maintained pursuant to Section 6.06 hereof.

SECTION 1.04  EFFECTIVE DATE; TERM

The Company shall commence on the date of filing of the Company's Certificate
of Formation with the Delaware Secretary of State (the "Effective Date") and
shall continue perpetually until terminated in accordance with this
Agreement.

SECTION 1.05  AUTHORIZATION OF THIS AGREEMENT

This Agreement is made under the Delaware Limited Liability Company Act as
set forth in Delaware Code Sections 18-101, ET SEQ. (the "LLC Act").

SECTION 1.06  FOREIGN COMPANY FILINGS; OTHER CERTIFICATES

The officers of the Company shall, from time to time, register the Company as
a foreign limited liability company in such jurisdictions as the Board
considers necessary or appropriate.  The officers of the Company shall, from
time to time, file or cause to be filed such certificates of amendment,
certificates of cancellation or other certificates as the Board deems
reasonably necessary under the LLC Act or under the laws of any jurisdiction
in which the Company is doing business to establish and continue the Company
as a limited liability company or to protect the limited liability of the
Members.

SECTION 1.07  REGISTERED AGENT; REGISTERED OFFICE

The initial registered agent of the Company is The Corporation Trust Company.
The address of the initial registered office of the Company is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City
of Wilmington, County of New Castle, Delaware 19801.  The registered agent
and registered office may be changed from time to time by action of the
officers of the Company following approval by the Board in accordance with
the LLC Act.

SECTION 1.08  LIMITED LIABILITY

Except as otherwise provided by the LLC Act and under this Agreement, the
debts, obligations and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, and no Member, member of the Board, committee or
officer of the Company shall be obligated personally for any such debt,
obligation or liability of the Company solely by reason of being a Member, or
acting as a member of the Board or committee or as an officer of the Company.

SECTION 1.09  RECAPITALIZATION, ACQUISITIONS, RESTRUCTURING AND MERGERS

                                 2

<PAGE>

The Company may participate in or be a party to any recapitalization,
acquisition, restructuring or merger or in accordance with and as allowed by
the LLC Act.

SECTION 1.10  RIGHT TO CONVERT TO CORPORATE FORM

The Company may be converted into a corporation or other business form which
conversion shall be effected by a merger or by such other form of transaction
as may be available under applicable law.

                               ARTICLE II DEFINITIONS

SECTION 2.01  DEFINITIONS

For purposes of this Agreement, unless the language or context clearly
indicates that a different meaning is intended, the words, terms and phrases
defined in this Section have the following meanings:

     (a)  "Act of the Members" shall mean any act described in Section 10.02.

     (b)  "Affiliate" shall mean, as to any Person, any other Person that,
directly or indirectly, controls, is under common control with or is
controlled by that Person.  For purposes of this definition, "control"
(including the terms "controlled by" and "under common control with") as used
with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management
and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise, except that with respect to any
corporation the voting securities of which are traded on any securities
exchange or established trading market, the term "control" shall mean the
possession, directly or indirectly, of the power to elect a majority of that
corporation's board of directors or similar governing body through beneficial
ownership of a MAJORITY of the voting securities of such corporation.

     (c)  "Agreement" shall mean this Amended and Restated Operating
Agreement, as amended or modified from time to time in accordance with
Section 14.02.

     (d)  "Bankruptcy" shall mean the application for or consent to the
appointment of a receiver, custodian, trustee or liquidator for all or a
substantial part of the assets of the applicant or consenting party;
admission in writing of its inability to pay its debts generally as they
mature; making a general assignment for the benefit of its creditors;
adjudication as a bankrupt; submission of a petition or an answer seeking an
arrangement with creditors; taking advantage of any insolvency law;
submission of an answer admitting the material allegations of a petition in
bankruptcy or insolvency proceeding; entry of an order, judgment or decree by
any court of competent jurisdiction approving a petition seeking its
organization or appointment of a receiver, custodian, trustee or liquidator
over it, or for all or a substantial part of any of its assets and such
order, judgment or decree shall continue unstayed and in effect for any
period of sixty (60) consecutive days; or filing a voluntary petition in
bankruptcy; or failing to timely controvert an involuntary petition in
bankruptcy filed against it.

     (e)  "Board of Managers" or "Board" shall mean the Board established
pursuant to Article VII in order to manage and control the Company's business.

     (f)  "Capital Account" shall mean the account described in Section 7.01
hereof.

     (g)  "Class A Financial Members" shall mean Financial Members who own a
Percentage Class A Financial Interest."

     (h)  "Class B Financial Members" shall mean Financial Members who own a
Percentage Class B Financial Interest.

     (i)  "Class A Financial Rights" shall mean the rights of a Class A
Financial Member to share in Net Income, Net Loss and distributions in the
Company as described in Article VII, and the limited right to assign such

                                 3

<PAGE>

rights, in accordance with the terms of this Agreement.

     (j)  "Class B Financial Rights" shall mean the right of a Class B
Financial Member to receive guaranteed payments and to redeem their
Percentage Class B Financial Interest as described in Section 6.01, and the
limited right to assign such rights, in accordance with the terms of this
Agreement.

     (k)  "Closing Date" shall mean the date specified in or contemplated by
Section 1.05 of the Contribution Agreement.

     (l)  "Code" shall mean the Internal Revenue Code of 1986, as amended,
and any successor to that Code enacted by the government of the United
States.

     (m)  "Company" shall mean Gopher State Ethanol, LLC, a Delaware limited
liability company, organized under the Delaware Limited Liability Company Act.

     (n)  "Contribution Agreement" shall mean the amended and restated
contribution agreement among the parties dated July 20, 1999, which is
incorporated herein by reference.

     (o)  "Core Business" shall mean the Company's business of (i) producing,
selling and distributing ethanol; and (ii) any activity whereby similar
production processes are undertaken to convert corn or other products into
ethanol; and (iv) any other businesses reasonably related to the production
of ethanol.

     (p)  "Effective Date" shall mean the date specified in Section 1.05
unless the context indicates otherwise.

     (q)   "Financial Member" shall mean the owner of a Percentage Class A
Financial Interest or a Percentage Class B Financial Interest.

     (r)  "Fiscal Year" shall mean the period specified in Section 8.04.

     (s)  "GAAP" shall mean United States generally accepted accounting
principles.

     (t)  "Governance Rights" shall mean all rights associated with a
Membership Interest in the Company other than Financial Rights, including,
without limitation, the right to vote, receive notices and attend meetings of
Members.

     (u)  "Governing Member" means the owner of a Percentage Governing
Interest.

     (v)  "Initial Contribution" shall mean any contribution described in
Section 4.01 and any amounts contributed to the Company by a new Financial
Member in consideration for that new Financial Member's Membership Interest.

     (w)  "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien, restriction on use or transfer, voting agreement, adverse
claim or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement), any
lease in the nature thereof, and the filing of or any agreement to give any
financing statement under the Uniform Commercial Code of any jurisdiction or
similar law.

     (x)  "Limited Liability Company Act" or "LLC Act" shall mean the
Delaware Limited Liability Company Act as set forth in Delaware Code Sections
18-101, ET SEQ.

     (y)  "Manager" shall mean a Person designated as a member of the Board
of Managers under Article IX to manage the business of the Company, as well
as any Person who serves in an interim capacity under that Article.

                                 4

<PAGE>

     (z)  "Member" means a person or entity reflected in the records of the
Company as the owner of a Percentage Governing Interest, a Percentage Class A
Financial Interest or a Percentage Class B Financial Interest of the Company
who has signed this Agreement, and such person's heirs, executors,
administrators, personal representatives and successors and any assigns of a
Membership Interest.  The term "Member" may refer to either a Financial
Member or a Governing Member, depending upon the context.

     (aa) "Membership Interest" shall mean, as to any Member, such Member's
Governing Rights and/or Financial Rights in the Company.

     (ab) "Net Income" shall mean the net income of the Company determined in
accordance with GAAP.

     (ac) "Net Loss" shall mean the net loss of the Company determined in
accordance with GAAP.

     (ad) "Outside Manager" shall mean a Manager who is not (i) a current
employee or officer of the Company; (ii) a Member; (iii) a current employee
or officer of a Member; or (iv) a current employee or officer of an Affiliate
of (x) a Member or (y) the Company.

     (ae) "Percentage Class A Financial Interest" shall mean the portion of
the Company's Class A Financial Rights owned by a Class A Financial Member
expressed as a percentage of the whole.  Each such Class A Percentage
Financial Interest consists of Class A Financial Rights.

     (af) "Percentage Class B Financial Interest" shall mean the portion of
the Company's Class B Financial Rights owned by a Class B Financial Member
expressed as a percentage of the whole.  Each such Class B Percentage
Financial Interest consists of Class B Financial Rights.

     (ag)  "Percentage Governing Interest" shall mean the portion of the
Company's Governance Rights owned by a Governing Member expressed as a
percentage of the whole.  Each such Percentage Governing Interest consists of
the right to vote as set forth in this Agreement, and the right to assign
such rights, in accordance with the terms of this Agreement.

     (ah) "Person" shall include any natural Person, domestic or foreign
limited liability company, corporation, partnership, limited partnership,
joint venture, association, business trust, estate, trust, enterprise, or any
other legal or commercial entity.

     (ai) "Prime Rate" shall mean the prime commercial lending rate of
interest as publicly announced from time to time by Stearns Bank National
Association as in effect from time to time.  The Prime Rate is not
necessarily the lowest rate charged by Stearns Bank National Association for
commercial loans nor is it implied that it will be the lowest rate.  All
interest computations shall be based on a 360 day year and the actual number
of days involved.

     (aj) "Required Records" shall mean those records specified in Section
8.06.

     (ak) "Section" shall mean sections of this Agreement, unless stated
otherwise.

     (al) "Stearns Loan" shall mean the loan agreement and related documents
entered into by and between the Company and Stearns Bank National Association
on March 29, 1999, as such agreements may be amended from time to time.

     (am) "Subsidiary" shall mean, with respect to any Person, any other
Person of which securities or other interests having the power to elect a
majority of that other Person's board of directors or similar governing body
or otherwise having the power to direct the business and policies of that
other Person are held by such Person or one or more of its Subsidiaries,
except that with respect to any corporation, the voting securities of which
are traded on a securities exchange or established trading market, a
Subsidiary shall mean any other Person of which more than fifty percent (50%)
of the outstanding voting securities are owned, directly or indirectly, by
such Person.

     (an)      "Tax Credits" shall mean credits against tax under the Code
relating to the Core Business of the

<PAGE>

Company.

     (ao) "Transfer" includes an assignment, conveyance, lease, mortgage,
security interest, deed, encumbrance, and gift.

     (ap) "Treasury Regulations" shall mean regulations promulgated by the
United States Treasury Department under the Code.

     (aq)      "Unrecovered Contribution" shall mean the Initial Contribution
less any amount paid to a Member by the Company as a reduction of the
Member's Initial Contribution.

     ARTICLE III RELATIONSHIP OF THIS AGREEMENTTO OTHER PROVISIONS OR
AGREEMENTS

SECTION 3.01  RELATIONSHIP BETWEEN AGREEMENT AND LLC ACT

Where this Agreement is inconsistent with a provision or rule set forth in
the LLC Act ("Rules"), the following construction shall be given:

     (a)  if any provision of this Agreement conflicts with the Rules, the
provision of this Agreement controls and the Rules are modified or negated
accordingly, and

     (b)  if it is necessary to construe the Rules as modified or negated in
order to effectuate any provision of this Agreement, the Rules are modified
or negated accordingly.

SECTION 3.02  RELATIONSHIP BETWEEN AGREEMENT AND CERTIFICATE OF FORMATION

Where this Agreement is inconsistent with a provision of the Company's
Certificate of Formation, then to the extent allowed by law, this Agreement
shall govern.

SECTION 3.03  RELATIONSHIP BETWEEN AGREEMENT AND CONTRIBUTION AGREEMENT

Where this Agreement is inconsistent with the Contribution Agreement, then to
the extent allowed by law, this Agreement shall govern.

                 ARTICLE IV CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

SECTION 4.01  INITIAL CONTRIBUTIONS; CAPITAL ACCOUNTS

On the Closing Date (as that term is defined in the Contribution Agreement),
the Members shall each contribute (or cause to be contributed) to the Company
the items specified in or contemplated by the Contribution Agreement.

SECTION 4.02  LOANS FROM MEMBERS

Loans from Members to the Company shall not be considered capital
contributions. If any Member shall advance funds to the Company, the making
of such advances shall not result in any increase in the amount of the
Capital Account of such Member nor entitle it to any increase in its shares
of distributions from the Company.  The amount of any such advances shall be
a debt of the Company to such Member and shall be payable or collectible in
accordance with the terms and conditions upon which such advances are made
and the other Members shall not be personally obligated to repay any part
thereof.

<PAGE>

SECTION 4.03  NO RIGHT OF COMPANY TO REQUIRE ADDITIONAL CONTRIBUTIONS

Except as provided herein, the Company has no right to require any Member to
make additional capital contributions beyond the Initial Contribution.  This
Section does not release any Member from any obligation or promise of future
performance that the Company accepted as a contribution.

SECTION 4.04  CAPITAL CALL

If the Company seeks additional capital, other than in the form of debt, it
shall first provide written notice to the Members stating the amount and
terms of the additional capital required ("Total Capital Requirement").
After receipt of notice, each Member shall have a 30-day period in which to
notify the Company in writing of its intent to contribute additional capital
to the Company in an amount not greater than the Member's Percentage Class A
Financial Interest multiplied by the Total Capital Requirement set forth in
the notice.  A Member's failure to provide notice of its intent to contribute
additional capital shall waive the Member's right to contribute.  At the end
of the 30-day period, the Company shall provide a second written notice to
the Members setting forth the amount agreed to be contributed by the Members
and the additional capital needed, if any (the "Remaining Capital
Requirement"). Each Member who agreed to contribute in the first 30-day
period shall have 15 days after receipt of the second notice to notify the
Company in writing of its intent to contribute additional capital in a sum no
greater than the Member's Percentage Class A Financial Interest multiplied by
the Remaining Capital Requirement.  If after such 15-day period the Total
Capital Requirement has not been raised, the Company may seek contributions
for the Remaining Capital Requirement without providing anti-dilution
protection to the Members, provided however, that the Company has complied
with the provisions of Section 11.01.  If a Member fails to pay when due all
or any portion of any capital contribution, the Board shall request the
nondefaulting Members to pay the unpaid amount of the defaulting Member's
Capital Contribution (the "Unpaid Contribution").  To the extent that any
Unpaid Contribution is contributed by any other Member, the nonpaying
Member's Percentage Class A Financial Interest shall be reduced and the
Percentage Class A Financial Interest of the Members who made up the Unpaid
Contribution shall be increased in the same ratio that each Member's Capital
Account increases or decreases as a result of such capital contribution.  A
similar adjustment shall be made to each Member's Percentage Governing
Interest. This remedy is in addition to any other remedies allowed by law or
by this Agreement.

SECTION 4.05  CONDITIONS PRECEDENT

The obligations of any Member to make its Initial Contribution shall be
subject to and contingent upon the performance of any and all obligations
required of the other Members pursuant to this Agreement and the satisfaction
of the conditions precedent set forth in Article III of the Contribution
Agreement. The termination of the Contribution Agreement pursuant to Article
V thereof, shall terminate this Operating Agreement.

                         ARTICLE V CLASS A FINANCIAL MEMBERS

SECTION 5.01  CLASS A FINANCIAL RIGHTS

Class A Financial Members shall be entitled to share in the Net Income and
the Net Loss and distributions of the Company as set forth below.

SECTION 5.02  PERCENTAGE CLASS A FINANCIAL INTERESTS

Upon receipt by the Company of the Initial Contribution, the Class A
Financial Members shall have the following respective undivided interests in
the Class A Financial Rights of the Company, expressed as a percentage of the
whole (each, a "Percentage Class A Financial Interest"):

<TABLE>
<CAPTION>

    CLASS A FINANCIAL MEMBER                PERCENTAGE CLASS A FINANCIAL INTEREST
<S>                                           <C>
          Partnership                                       48.7%

<PAGE>

          Brewery                                           28.5%
          Hendry                                            11.4%
          GDN                                               11.4%

                 Total                                      100%
</TABLE>

The Board may grant a Class A Financial Interest or Class A Financial
Interests in the Company up to 3.5% of the total Class A Financial Interests
to Managers, officers, consultants and such other individuals as the Board
shall unanimously agree upon in.  In such event, the Percentage Class A
Financial Interests set forth above shall be ratably reduced.

                        ARTICLE VI CLASS B FINANCIAL MEMBERS

SECTION 6.01  CLASS B FINANCIAL RIGHTS

Class B Financial Members shall be entitled to the following rights:

     (a)  GUARANTEED PAYMENT.  Class B Financial Members shall be entitled to
receive an annual guaranteed payment equal to 15% of such Member's
Unrecovered Contribution.  Such guaranteed payment shall be prior to and in
preference to any distribution made to Class A Financial Members or any tax
distributions. The Company shall pay the guaranteed payments quarterly on the
tenth day following the last day of such quarter based upon the average
Unrecovered Contribution of each Class B Financial Member during such quarter.

     (b)  REDEMPTION RIGHTS.  Upon written demand, Each Class B Financial
Member shall have the right to demand that the Company redeem his Percentage
Class B Financial Interest and the Company shall thereupon redeem such
interest in accordance with the following schedule:

          On or after December 31, 2001      one quarter of the Percentage Class
                                                  B Financial Interest

          On or after December 31, 2002      an additional one quarter of the
                                                  Percentage Class B Financial
                                                  Interest

          On or after December 31, 2003      an additional one quarter of the
                                                  Percentage Class B Financial
                                                  Interest
          On or after December 31, 2004      the remaining quarter of the
                                                  Percentage Class B Financial
                                                  Interest

The redemption price for the Percentage Class B Financial Interest shall be
equal to $65,000 per 1% of Percentage Class B Financial Interest redeemed
(the "Redemption Price"), plus any accrued but unpaid guaranteed payments.
In the event all or a portion of a Member's Percentage Class B Financial
Interest is redeemed, a debit shall be made to such Member's Capital Account
in the amount of the total Redemption Price paid by the Company.

SECTION 6.02   COMPANY'S REDEMPTION RIGHT

At any time after the execution of this Agreement, the Company shall have the
right to redeem all or a portion of the Percentage Class B Financial
Interests at the Redemption Price.  In the event all or a portion of a
Member's Percentage Class B Financial Interest is redeemed, a debit shall be
made to such Financial Member's Capital Account in the amount of the total
Redemption Price paid by the Company.

SECTION 6.03  PERCENTAGE CLASS B FINANCIAL INTERESTS

<PAGE>

Upon receipt by the Company of the Initial Contribution, the Class B
Financial Members shall have the following respective undivided interests in
the Class B Financial Rights of the Company, expressed as a percentage of the
whole (each, a "Percentage Class B Financial Interest"):

<TABLE>
<CAPTION>

     CLASS B FINANCIAL MEMBER           PERCENTAGE CLASS B FINANCIAL INTEREST
<S>                                      <C>
               Hendry                             50%
               GDN                                50%

               Total                              100%
</TABLE>

SECTION 6.04  RESTRICTIONS UPON GUARANTEED PAYMENTS AND REDEMPTION

Notwithstanding the foregoing, the guaranteed payments described in Section
6.01(a) shall not be paid and the redemption rights described in Section
6.01(c) shall not be exercised  if such action would cause the Company to
violate the conditions or covenants of the Stearns Loan or any other
financing obligation of the Company.  In the event the Company is unable to
make any required payments pursuant Section 6.01(a) as a result of the
conditions or covenants of the Stearns Loan or any other financing obligation
of the Company, then the unpaid amounts shall cumulate without interest.  The
guaranteed payments shall be paid and the redemption rights shall be
exercisable as soon as permitted under the Stearns Loan and the Company's
other financing obligations.

        ARTICLE VII CAPITAL ACCOUNTS; CAPITAL STRUCTURE: PROFITS, LOSSES AND
                                DISTRIBUTIONS

SECTION 7.01 CAPITAL ACCOUNTS

Separate Capital Accounts shall be maintained by the Company for each Class A
Financial Member and Each Class B Financial Member.  The Capital Account of
each Financial Member shall be credited and debited as the case may be with
the amount of Net Income or Net Loss of the Company for each fiscal year as
described in Section 7.02 and shall be further debited by the amount of any
distributions made by the Company to such Member to the extent such
distributions are determined to be made from the income of the Company and
not as a return of capital.  The payments described in Section 6.01(a) shall
be treated as guaranteed payments paid to the Class B Members in
consideration of the Company's right to use the capital contributed by such
Member's rather than as a distribution from income.  As a result, the
guaranteed payments shall not result in a debit to the Capital Account of the
Member.  A Member shall not be entitled to withdraw any part of its Capital
Account, or to receive any distribution from the Company by reason of said
Capital Accounts, except as specifically provided in this Agreement.
Additional capital contributions shall be made by each Member in such amounts
and upon such terms as may, from time to time, be unanimously agreed upon by
the Members.

SECTION 7.02  ALLOCATION OF PROFITS AND LOSSES

Subject to Section 7.06 hereof, or under Section 704 of the Class A Code, for
bookkeeping and all other purposes including Sections 702 and 704 of the
Code, in the event the Company recognizes a Net Loss in a given year (after
the payment of the Class B Financial Member guaranteed payment), the Net Loss
will be allocated to the Financial Members based upon the ratio of each
Financial Member's Capital Account to the total of all Class A Financial
Member and Class B Financial Member Capital Accounts.  If the Company
realizes Net Income in a given year (after the payment of the Class B
Financial Member guaranteed payment), the Net Income shall be allocated to
the Financial Members based upon the ratio of each Financial Member's Capital
Account to the total of all Class A Financial Member and Class B Financial
Member Capital Accounts until the Net Loss previously allocated the Financial
Members has been restored.  After all Net Loss has been restored, Net Income,
and any tax distributions described in Section 7.05, will be allocated in a
manner which will cause each Class A Financial Member's Capital

<PAGE>

Account, expressed as a percentage of the total of all Class A Financial
Member's Capital Accounts, to equal the Percentage Class A Financial
Interests of the applicable Class A Financial Member.  Once each Class A
Financial Member's Capital Account, expressed as a percent of the total of
all Class A Financial Member's Capital Accounts, is equal to the Percentage
Class A Financial Interests of the applicable Class A Financial Member, Net
Income, and tax distributions described in Section 7.05, will be allocated
based upon each Financial Member's Percentage Class A Financial Interest.

SECTION 7.03  INTEREST

No Member shall have the right to receive any interest on its Capital Account.

SECTION 7.04  TAX DISTRIBUTIONS

The Board may, to the extent it, in its sole discretion, determines that the
Company has adequate cash balances on hand, distribute cash on a quarterly
basis to the Members in an amount up to the Estimated Member Tax Liability
for such fiscal quarter, but only to the extent such a distribution is
legally permitted pursuant to Section 18-607 of the LLC Act and does not
result in a default under the Stearns Loan.  For purposes of the foregoing,
the term "Estimated Member Tax Liability" shall mean the taxable income of
the Company allocable to each Member for the fiscal quarter in question,
multiplied by the highest marginal federal and Minnesota state individual
income tax rate then in effect.  In making a decision, the Board may consider
the guaranteed payments made to Class B Financial Members described in
Section 6.01(a).

SECTION 7.05  TAX ALLOCATIONS; SECTION 704(c) OF THE CODE

In accordance with Section 704(c) of the Code, income, gain, loss and
deduction with respect to any property contributed to the Company shall,
solely for tax purposes, be allocated among the Capital Accounts of the
Members so as to take account of any variation between the adjusted basis of
such property to the Company for income tax purposes and its book value, in
the same manner as such variations are treated under Section 704(c) of the
Code.  The Company shall use the "Traditional Method" of making these
allocations as described in Treasury Regulation Section 1.704-3(b).  Any
elections or other decisions related to such allocations shall be made by the
Board in any manner that reasonably reflects the purpose and intention of
this Agreement.  Allocations pursuant to this Section 7.04 are solely for
purposes of federal, state and local taxes and shall not affect, or in any
way be taken into account in computing, any Member's Capital Account or share
of income, gain, loss or deduction pursuant to any provision of this
Agreement.

SECTION 7.06  EFFECT ON CAPITAL ACCOUNT

Except as otherwise explicitly set forth in this Agreement, the allocation of
each Member's share of the profit or loss of the Company shall be reflected
by an appropriate adjustment to such Member's Capital Account in the Company.
Except as provided in this Article 7, no adjustments shall be made to the
Member's Capital Account in the Company.

SECTION 7.07  DISTRIBUTIONS UPON TERMINATION OF THE COMPANY

Upon dissolution and winding up of the Company, distributions, if any, shall
be made in accordance with Article XIII.

SECTION 7.08  DISTRIBUTIONS IN KIND

Except as provided in Section 7.11, no Member has a right to demand and
receive any distribution in any form other than money, which shall be in the
form of United States currency for its capital contributions to the Company,
in writing, to the distribution in kind.

<PAGE>

SECTION 7.09  DISTRIBUTIONS SUBJECT TO SET-OFF BY THE COMPANY

All distributions are subject to set-off by the Company:

     (a)  in the case of a Member, for any past-due obligation of the Member
to make capital contribution to the Company; and

     (b)  in the case of an assignee of Financial Rights, for any past-due
obligation owed to the Company by the Member who originally owned the
Financial Rights.

SECTION 7.10  TAX CREDITS

As a producer of ethanol, the Company will generate Tax Credits.  The Company
will attempt to maximize the return of any Tax Credit with respect to the
production of ethanol and will distribute these Tax Credits to its Members.
The Company shall allocated Tax Credits in the same ratio that Net Income and
Net Loss are allocated among the Members pursuant to Section 7.02.

                             ARTICLE VIII TAX MATTERS

SECTION 8.01  TAX CHARACTERIZATION AND RETURNS

While this Agreement remains in effect, the Board will cause to be delivered
to each Person who was a Member at any time during such Fiscal Year (i) a
Schedule K-1, (ii) the balance sheets of the Company as of the end of each
such Fiscal Year, and (iii) statements of income and changes in financial
condition of the Company for such Fiscal Year all prepared in accordance with
GAAP and accompanied by a report thereon of the Company's accounting firm
together with a statement as to each Member's share of the Member's taxable
income and those items of income, deduction or credit required to be taken
separately into account, in sufficient detail to enable each Member to
prepare its federal, state and local tax returns as well as such statements
as may be necessary as to permit each Member to comply with its respective
filing or disclosure requirements, within ninety (90) days after the end of
each Fiscal Year.

SECTION 8.02  ACCOUNTING DECISIONS

     (a)  The Board will make all decisions as to accounting matters, and

     (b)  The Board may cause the Company to make whatever elections the
Company may make under the Code, including the election referred to in
Section 754 of the Code to adjust the basis of Company assets.

SECTION 8.03  TAX MATTERS PARTNER

The Brewery shall act on behalf of the Company as the "Tax Matters Partner"
within the meaning of Section 6231(a)(7) of the Code and analogous provisions
of state law.

SECTION 8.04  ACCOUNTING

The fiscal year of the Company shall commence on January 1 of each year (the
"Fiscal Year") except the year of inception, and end on December 31 of each
year.

<PAGE>

SECTION 8.05  BOOKS OF ACCOUNT

True and accurate books of account of the Company shall be kept and
maintained at all times at its principal offices unless an alternative
location shall be approved in writing by the Members.  The books of account
of the Company shall be maintained on an accrual basis in accordance with
GAAP.

SECTION 8.06  CONTENTS AND LOCATION OF REQUIRED RECORDS; ACCESS TO ACCOUNTS

The Company will maintain at its principal place of business, or at some
other location chosen by the Board, the records that Delaware Code Section
18-305 requires the Company to maintain.  In addition to the requirements of
Delaware Code Section  18-305, the Company shall afford to each of the
Members and their respective counsel, accountants and other representatives,
access to all properties of the Company, books, records and other documents
of the Company and shall furnish to each of the Members such information
concerning the Company and copies of such documents as each of the Members in
their respective reasonable judgment may request.  Each Member shall be
entitled, at its own expense, to have an independent certified public
accountants designated by it, or its own internal accounting personnel,
review all properties, books, records and other documents of the Company as
well as all accountant's work papers with respect to any audit of the
Company.

                      ARTICLE IX GOVERNANCE: BOARD OF MANAGERS
                               SECTION 9.01  GENERAL

The management and control of the business of the Company shall be vested in
the Board of Managers established hereunder, and no Member has the authority
to make any contracts, to act or enter into any transactions, or make any
commitments on behalf of the Company, whether or not in the ordinary course
of the business of the Company, unless specifically authorized by this
Agreement or the Board.

SECTION 9.02  BOARD OF MANAGERS

     (a)  NUMBER AND TERM.  The Board of the Company shall consist of three
(3) Managers, or such other number as is established by the Board.  The
Managers shall be designated in the manner set forth below.  Each Manager
shall serve until such Manager resigns or is otherwise removed or replaced in
accordance with the provisions of this Section 9.02.

     (b)  DESIGNATION OF BOARD.  The Managers of the Company shall be
designated by the Partnership, the Brewery and the Governing Members in the
following manner:

          (i)  The Partnership shall be entitled to designate one (1) Manager
     to the Board (the "Partnership Manager"), the Brewery shall be entitled to
     designate one (1) Manager to the Board (the "Brewery Manager"), and the
     Governing Members shall be entitled to designate one (1) Manager to the
     Board by an Act of the Governing Members, as defined in Section 10.02 (the
     "Member Manager"); and

          (ii) Each Manager shall hold office until his successor is appointed.

     (c)  PROCEDURE.  The Partnership Manager, the Brewery Manager and the
Member Manager shall be those individuals appointed by the Partnership, the
Brewery and the Governing Members, respectively, from time to time, by
written notice to the other Members.  The Partnership, the Brewery and the
Governing Members may each designate by notice to the other Members such
number of alternate Partnership Managers, Brewery Managers and

<PAGE>

the Member Managers, respectively, of the Board as they may be entitled to
designate.  An alternate Partnership Manager, Brewery Manager or the Member
Manager may in all respects act on behalf of an absent Partnership Manager,
Brewery Manager or the Member Manager as the case may be.

     (d)  NOTICE.  The Managers calling a special meeting or, in the case of
annual Meetings of the Board, the presiding officer of the Company, shall
give written notice to each Manager of the Company, including the time, place
and purpose of such meeting.  Notices shall be given to Managers in the
manner provided in Section 14.04 at least seven (7) days before the date of
the meeting.  A written waiver of notice, signed by the Manager entitled to
such notice, whether before or after the time of the meeting stated therein,
or presence of a Manager at the meeting without objection to the lack of
notice, shall be deemed equivalent to notice.  Each notice of meeting shall
be accompanied by an agenda with all items to be brought before the meeting.
An item which is not on the agenda shall not be voted on unless all Managers
present at a meeting agree, in writing, to waive the agenda or agree, in
writing, to discuss any item not on the agenda.  The Managers shall elect a
presiding officer for the purpose of distributing notices as aforesaid.

     (e)  QUORUM.  At all meetings of the Board, the presence in person of
two of the designated Managers shall constitute a quorum for the transaction
of business.  If a quorum shall not be present at any meeting of the Board, a
new meeting shall be called in accordance with provisions of the preceding
paragraph (d).

     (f)  ACTION OF THE BOARD.  The vote of a majority of the Managers
present in person shall be required for approval of any action taken at a
meeting of the Board at which a quorum is present in person.

     (g)  ALTERNATIVE FORMS OF ACTION.  Any action required or permitted to
be taken at any meeting of the Board, or of any committee thereof, may be
taken without a meeting, if all Managers (or alternates) of the Board or any
such committee, as the case may be, consent thereto in writing, by letter,
telex, telegram or facsimile.  Any one or more Managers may participate in
any meeting thereof by means of a conference telephone or similar
communications equipment by means of which all Persons participating in the
meeting can hear each other, and participation in a meeting by such means
shall constitute presence in person at such meeting.

     (h)  OTHER COMMITTEES.  The Board may establish committees from time to
time as it deems necessary.

     (i)  VACANCIES.  Vacancies in the office of any Manager may be filled at
any time by appointment in accordance with Section 9.02(b).

     (j)  EXPENSES.  The Company shall bear the reasonable travel expenses of
the Managers and the officers of the Company incurred in connection with
Company business.

     (k) BUSINESS EFFORTS.  The Managers are not obligated to devote all of
their time or business efforts to the affairs of the Company.  The Managers
shall devote whatever time, effort and skill as they deem appropriate for the
operation of the Company.

SECTION 9.03  DUTIES OF MANAGERS

     (a)  Each Manager must discharge his or her duties in good faith, with
the care an ordinarily prudent person in a like position would exercise under
similar circumstances, and in a manner the Manager reasonably believes to be
in the best interests of the Company.

     (b) The Managers may delegate the authority to run the day-to-day
affairs of the Company to officers or other individuals as they may from time
to time designate.

     (c)  A Manager may rely on information received from other Persons if
that reliance is reasonable and consistent with the Manager's duties under
Section 9.03(a).

<PAGE>

     (d)  The Board shall cause to be prepared, within 45 days prior to the
first day of each Fiscal Year, a budget for the Company's operations (the
"Budget").  The Budget shall cover a one (1) year period and shall include,
among other things, anticipated revenues, capital expenditures, operating
expenses, and net income for the budget period.

               ARTICLE X ACTS OF GOVERNING MEMBERS AND MEMBER MEETINGS

SECTION 10.01  PERCENTAGE GOVERNING INTEREST

     (a)  Upon the execution of this Agreement, the Governing Members shall
have the following respective undivided interests in the Governing Rights of
the Company, expressed as a percentage of the whole (each, a "Percentage
Governing Interest"):

<TABLE>
<CAPTION>

          GOVERNING  MEMBER                   PERCENTAGE GOVERNING INTEREST
<S>                                           <C>
          Partnership                                  30.9%
          Brewery                                      18.1%
          Hendry                                       25.5%
          GDN                                          25.5%

                Total                                 100%
</TABLE>

To the extent that Percentage Class A Financial Interests have been granted
by the Board to Managers, officers or other individuals pursuant to Section
5.02, those individual shall also be entitled to receive Percentage Governing
Interests up to 3.5% of the total Percentage Governing Interests.  In such
event, the Percentage Governing Interests of the Partnership and the Brewery,
as set forth above, shall be ratably reduced.

     (b)  Upon the redemption of all the outstanding Percentage Class B
Financial Interests, the Percentage Governing Interest of each Member shall
be equal to such Member's Percentage Class A Financial Interest.

SECTION 10.02  ACT OF THE MEMBERS

Except to the extent that the LLC Act or the Certificate of Formation require
otherwise, an Act of the Members consists of either:

     (a)  vote of the Governing Members who own a Percentage Governing
Interest representing more than fifty percent (50%) of the Governance Rights
of the Governing Members present at a properly called meeting of the Members,
when a quorum is present, or

     (b)  written action without a meeting, as provided in Section 10.10.

SECTION 10.03  ANNUAL MEETING

The Governing Members will meet at least once every year.  The Board will
give notice of this annual meeting, complying with Section 10.05.

SECTION 10.04  SPECIAL MEETINGS

     (a)  A special meeting of the Governing Members may be called for any
purpose or purposes at any time by an Act of the Board, or by any two or more
Managers, or by one or more Governing Members owning a Percentage Governing
Interest representing at least ten percent (10%) of the Governing Rights of
all Governing Members.

     (b)  For any special meeting not called by an Act of the Board, those
Persons who are demanding the special meeting must give written notice to the
Chief Executive Officer or the Chief Financial Officer of the

<PAGE>

Company specifying the purposes of the meeting. Within thirty (30) days after
either officer receives a demand under this paragraph, the Board must call a
special meeting of the Governing Members. If the Board fails to call the
special meeting as required by this paragraph, the Person or Persons making
the demand may, at the expense of the Company, call the meeting by giving the
notice described in Section 10.05.

SECTION 10.05  NOTICE OF MEETINGS

Written notice of each meeting of the Governing Members, stating the date,
time, and place and, in the case of a special meeting, the purpose or
purposes, must be given to every Governing Member at least seven (7) days and
not more than sixty (60) days prior to the meeting.  The business transacted
at a special meeting of Governing Members is limited to the purposes stated
in the notice of the meeting.

SECTION 10.06  LOCATION AND CONDUCT OF THE MEETINGS; ADJOURNMENTS

     (a)  Each meeting of the Members will be held at the Company's principal
place of business or at some other suitable location as designated by the
Board.

     (b)  The Board will select a Manager to chair each meeting of the
Members.

     (c)  Any meeting of the Members may be adjourned from time to time to
another date and time and, subject to Section 10.06(a), to another place.  If
at the time of adjournment the Person chairing the meeting announces the
date, time, and place at which the meeting will be reconvened, it is not
necessary to give any further notice of the reconvening.

SECTION 10.07  WAIVER OF NOTICE

     (a)  A Governing Member may waive notice of the date, time, place, and
purpose or purposes of a meeting of Members.  A waiver may be made before,
at, or after the meeting, in writing, orally, or by attendance.

     (b)  Attendance by a Governing Member at a meeting is a waiver of notice
of that meeting, unless the Governing Member objects at the beginning of the
meeting to the transaction of business because the meeting is not properly
called or convened, or objects before a vote on an item of business because
the item may not properly be considered at that meeting and does not
participate in the consideration of the item at that meeting.

SECTION 10.08  PROXIES

     (a)  A Governing Member may cast or authorize the casting of a vote by
filing a written appointment of a revocable proxy with the Chief Executive
Officer of the Company at or before the meeting at which the appointment is
to be effective.  The Governing Member may sign or authorize the written
appointment by telegram, cablegram, or other means of electronic transmission
stating, or submitted with information sufficient to determine, that the
Governing Member authorized the transmission.  Any copy, facsimile,
telecommunication, or other reproduction of the original of either the
writing or the transmission may be used in lieu of the original, if it is a
complete and legible reproduction of the entire original.  Any holder of a
proxy must agree to maintain in confidence information acquired in connection
with his or her activities as a proxy.

     (b)  A Governing Member may not grant or appoint an irrevocable proxy.

SECTION 10.09  QUORUM

For any meeting of the Members, a quorum consists of the owners of a
Percentage Governing Interest representing a majority of the Governing Rights
owned by all Governing Members.  If a quorum is present when a properly
called meeting is convened, the Governing Members present may continue to
transact business until adjournment, even though the departure of Governing
Members originally present leaves less than the proportion otherwise required
for a quorum.

<PAGE>

SECTION 10.10  ALTERNATIVE FORMS OF ACTION

Any action required or permitted to be taken at any meeting of the Members,
may be taken without a meeting by written action signed by all the Governing
Members.  The written action is effective when signed by all Governing
Members unless a different effective time is provided in the written action.
Any one or more Members may participate in any meeting thereof by means of a
conference telephone or similar communications equipment by means of which
all Persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence in person
at such meeting.

SECTION 10.11  MEMBERSHIP INTEREST

A Membership Interest shall for all purposes be personal property.  No Member
shall have any interest in specific Company assets or property; including any
assets or property contributed to the Company by such Member in connection
with the Contribution Agreement.

  ARTICLE XI ADMISSION OF ADDITIONAL MEMBERS; SALE,TRANSFER, ASSIGNMENT OR
                             OTHER DISPOSITION
                 SECTION 11.01  ADMISSION OF NEW MEMBERS

Except as provided to the contrary in this Agreement, new or additional
Members may be admitted from time to time only with the consent of the owners
of a majority of all Governing Interests.  Each such admission of an
additional Member shall be evidenced by a supplemental written agreement
amending this Agreement, containing the written consent of the additional
Member to be bound by the provisions of this Agreement and such other terms
and conditions as may be agreed upon by the parties.

SECTION 11.02  ASSIGNMENT OF MEMBERSHIP INTEREST

Except as provided in this Article XI, no assignment of a Member's Membership
Interest, or any part thereof, shall be effective unless the consent required
by this Article XI is obtained or, in the case of Financial Rights, the
assignment is made in accordance with Section 11.03(b).  If any purported
assignment or attempted assignment of a Membership Interest is ineffective
for failure to obtain such consent, then except as provided in Section
11.03(d) hereof (i) the purported assignment is ineffective in its entirety;
and (ii) any assignment of Financial Rights that accompanied the purported or
attempted assignment is void.

SECTION 11.03  LIMITATIONS ON TRANSFER; PURCHASE OPTIONS

Except as otherwise provided herein, no Member shall encumber, sell,
transfer, assign, give or otherwise dispose of his or its Membership Interest
or a part thereof to any Person, whether voluntarily, by operation of law or
otherwise (a "Transfer"), without the prior written consent of all of the
Members and any attempt to do so shall be void.   Any Transfer of a
Membership Interest under this Article XI shall not be effective until the
transferee has been admitted as a Member of the Company which shall be when
the transferee has executed a counterpart to this Agreement.  No Transfer of
a Membership Interest in violation of this Article XI shall be valid or
effective, and neither the Company nor the Members shall recognize the same
for the purpose of making allocations or distributions.  Neither the Company
nor the Members shall incur any liability as a result of refusing to make any
such allocations or distributions with respect to a Transfer in violation of
this Article XI.

     (a)  TAG ALONG RIGHTS.  Except for (i) the purchase of any Membership
Interest by the Company or the other Members pursuant to Section 11.03(c) or
11.03(d) below, or (ii) a Permitted Transfer described in Section 11.03(b)
below, if any Member ("Selling Member") proposes to transfer in a bona fide
arm's-length transaction or a series of transactions to any third party or
parties ("Buyer"), all or any portion of its Membership Interest, such Member
shall so notify the other Members in writing (the "Tag Along Notice"),
describing in such notification the material terms of the proposed transfer.
Each Member shall have the option (the "Tag Along Option"), exercisable
<PAGE>
by giving written notice to the Selling Member within thirty (30) days after
the Member's receipt of the Tag Along Notice, to participate in such
transaction by selling all or a portion of such Member's Membership Interest
(the "Tag Along Interests") to the Buyer on the same terms and conditions as
the Selling Member. If a Tag Along Option is exercised by one or more
Members, the Selling Member shall not proceed with such transaction unless
each of the Members who have exercised Tag Along Options is given the right
to sell his or its Tag Along Interests pro rata in proportion to the
Membership Interests proposed to be sold by the Selling Member and all
Members exercising the Tag Along Option.

     (b)  PERMITTED TRANSFERS .  The following shall be "Permitted Transfers"
for the purposes of this Agreement and may be made without compliance with
the provisions of Section 11.03(a) above:

         (i)  A Member that is not an individual may transfer its Membership
     Interest to any Affiliate, including without limitation its shareholders,
     members, partners or beneficiaries; and

         (ii) A Member that is an individual may transfer its Membership
     Interest to such Member's spouse or lineal descendants outright or in
     trust.

Any transfer made pursuant to this Section 11.03(b) may only be made if (i)
the transferring Member gives ten (10) days prior written notice of such
transfer to the Company and the other Members, and (ii) the transferee shall
agree in writing to comply with all provisions of this Agreement and the
Membership Interests so transferred shall be subject to the provisions of
this Agreement.

     (c)  RIGHTS OF FIRST REFUSAL.  Except for (i) a sale pursuant to the
exercise of Tag Along Rights, or (ii) a Permitted Transfer, a Member shall
not sell, exchange, pledge, hypothecate or otherwise transfer any interest in
any Membership Interest, including, without limitation, transfer by gift,
(collectively "transfer"), unless the Member (the "Proposing Member") offers
to sell the Membership Interest first to the other Members and second to the
Company as provided in this Section 11.03(c).  Any such offer (the "Offer
Notice") shall (i) be made in writing to the other Members and the Company,
and (ii) specify the portion of the Membership Interest which the Proposing
Member desires to transfer (the "Offered Interest") and the terms and
conditions under which the Proposing Member is willing to sell such Offered
Interest.  If any Member (other than the Proposing Member) desires to
purchase the Offered Interest, such Member shall have the right for a period
of sixty (60) days after receipt of the Offer Notice (the "Member Exclusivity
Period") to purchase such Offered Interest from the Proposing Member on the
terms and conditions specified in the Offer Notice; provided the transferee
consents to be bound by the terms of this Agreement.  If more than one Member
elects to purchase the Offered Interest, the Members desiring to purchase the
Offered Interest shall purchase their proportionate share of the Offered
Interest or as otherwise mutually agreed by the Members desiring to purchase
the Offered Interest.  The proportionate share of each Member desiring to
purchase the Offered Interest shall be a fraction, the numerator of which is
the Percentage Interest owned by such Member and the denominator of which is
the aggregate Percentage Interest owned by all Members desiring to purchase
such Offered Interest. If the Member Exclusivity Period expires without any
exercise by the Members with respect to the Offered Interest, the Company
shall have the exclusive right to purchase the Offered Interest which is the
subject of the Offer Notice during the thirty (30) days (the "Company
Exclusivity Period") immediately following the expiration of the Member
Exclusivity Period.  If the Offered Interest is not sold to other Members or
the Company pursuant to their rights of first refusal under this Section
11.03(c), then the Proposing Member may proceed to sell the Offered Interest
within sixty (60) days after the expiration of the Company Exclusivity Period
on terms and conditions no more favorable to the purchaser than as set forth
in the Offer Notice.  If such sixty (60) day period expires or the Proposing
Member desires to sell on terms more favorable to the purchaser than as set
forth in the Offer Notice, then the Proposing Member shall comply with the
terms of this Section 11.03 before making any transfer of his or its
Membership Interest.

     (d)  INVOLUNTARY TRANSFERS.  Upon any involuntary transfer of all or any
part of the Membership Interest of a Member (the "Transferred Interest")
pursuant to a levy of execution, foreclosure of pledge, garnishment,
attachment, divorce decree, bankruptcy or other legal process (other than a
Permitted Transfer), the transferee or transferees of the Transferred
Interest or any successor in title to the Transferred Interest shall, within
thirty (30) days after such transfer, offer such Transferred Interest at the
Fair Market Value (as determined in accordance with Section 11.07

<PAGE>

below) thereof at the end of the month immediately preceding such transfer
for sale first to the other Members and second to the Company under this
Section 11.03.  Such offer shall be made in writing to the Company and the
other Members (the "Transfer Notice") and shall disclose the terms and
conditions of the acquisition of the Transferred Interest by the transferee
or transferees of, or the successor in title to, the Transferred Interest.
Upon receipt of the Transfer Notice, the Company shall have the Fair Market
Value of the Transferred Interest determined in accordance with Section 11.07
and shall promptly notify the Members and the person giving the Transfer
Notice of the Fair Market Value of such Transferred Interest (the "Appraisal
Notice").  The Members (other than the Members whose Membership Interest was
subject to the transfer by legal process) shall have the right to purchase
some or all of the Transferred Interest at such Fair Market Value by giving
written notice to such transferee or transferees within thirty (30) days
after receipt of the Appraisal Notice.  If more than one Member elects to
purchase the Transferred Interest, the electing Members shall each purchase
their proportionate share (as provided in Section 11.03(c)) of the
Transferred Interest) or otherwise as such electing Members mutually agree.
If the other Members do not purchase all of the Transferred Interest, the
Company shall have the right to purchase all or some of the Transferred
Interest at such Fair Market Value by giving written notice to such
transferee or transferees or successor in title within forty-five (45) days
after the Company's receipt of the Transfer Notice.  In the event a
transferee fails to provide Transfer Notice to the Members and the Company, a
Member or the Company receiving notice of a transfer of a Membership Interest
by legal process or otherwise may give written notice to the Members and the
Company of the facts and circumstances of such transfer as known by such
person, including the name and address of any such transferee, transferees or
successor in title and such notice shall be considered the Transfer Notice
for the purposes of this Section 11.03(d).

SECTION 11.04  RIGHTS OF HOLDERS OF FINANCIAL RIGHTS

No holder of Financial Rights shall have the right to become a substitute or
additional Member except upon admission to the Company as a Member pursuant
to the provisions of Section 11.01.  An assignment of Financial Rights shall
only transfer to the assignee thereof the assignor's right to the profits,
losses, distributions and capital of the Company with respect to the related
Membership Interest and shall not transfer to such assignee any interest in a
Member's governance rights or any other rights hereunder.

SECTION 11.05  TRANSFER DURING TAXABLE YEAR

In the case of the transfer of a Member's Membership Interest (or portion
thereof or interests therein) at any time other than the end of a Fiscal
Year, all of the various items of the Company's income, gain, loss,
deduction, credit or allowance, (other than from sale of real property) shall
be pro rated.  The effective date of a transfer shall be (a) in the case of
voluntary transfer, the effective date stated in the assignment or such other
date as is mutually agreed between transferor and transferee or (b) in the
case of an involuntary transfer, the date of the operative event, but, unless
the transferor, transferee and the Company otherwise agree, such effective
date shall not affect any distribution made by the Company to the transferor
or contributions made by the transferor to the Company prior to the date of
notice to the Company of such transfer.

SECTION 11.06  MANNER OF EXERCISING OPTION

The exercise of any option pursuant to this Agreement, or the giving or
denial of any consent required by Article XI, shall be by written notice to
the Company and each Member.

SECTION 11.07  DETERMINATION OF PURCHASE PRICE

     (a)  In the case of an involuntary transfer under Section 11.03(d), the
purchase price shall be the lesser of the amount stated in the Transfer
Notice or the amount determined under Section 11.07(c), below.

     (b)  The term "Fair Market Value" as used in this Article XI, shall be
the value of the Membership Interest determined, without regard to discounts
for lack of marketability of the Membership Interest or the minority position
of the Member or its transferees, within a sixty (60) day period following
the completion of an audit of the Company's financial statements and records.
The determination of Fair Market Value shall be made by a firm of

<PAGE>

independent certified public accountants or qualified appraisers (the
"Independent Appraiser") that is mutually acceptable to the parties.  In the
event that the parties are unable to agree on the choice of an Independent
Appraiser, each party will nominate an Independent Appraiser who will
together select a qualified Independent Appraiser to perform the valuation.
The expense of determining the Fair Market Value of a Membership Interest
shall be borne by the Company.

     (c)  Notwithstanding anything in this Agreement to the contrary, all of
the Members may, at any time and from time to time, determine the Fair Market
Value or the purchase price of each Member's Membership Interest as used in
this Article XI by executing and filing with the Company an instrument
wherein such determination is set forth, whereupon, for the period of time
stated in that instrument, the Fair Market Value or the purchase price so
agreed upon shall be the Fair Market Value or the purchase price for purposes
of Section 11.07.

SECTION 11.08  TERMS OF PAYMENT

     (a)  Unless the Membership Interest is being purchased at the same price
and on the same terms and conditions as a proposed involuntary transfer under
Section 11.03(d), the entire amount of the purchase price shall be paid in
cash on the date of purchase.

     (b)  Except as otherwise provided in Section 11.03(c), the purchasing
Member or Members shall deduct from the purchase price any amounts owed by
the selling Member to the Company and shall pay such withheld amounts to the
Company in satisfaction of the selling Member's debts to the Company.  If the
amount owed by such selling Member to the Company is in excess of that due to
such selling Member, the selling Member agrees and promises to pay such
excess to the Company on the date of purchase.

SECTION 11.09  CLOSING OF PURCHASE

     (a)  Except as otherwise provided in Section 11.09(b), the purchase and
sale of any Membership Interest, or portion thereof or interest therein,
shall be consummated within forty-five (45) days after the later of the date
the price is determined or the relevant option was exercised at such
particular time and place as the purchasing party and selling party may
agree, or, if they cannot agree, at the principal offices of the Company at
10:00 a.m. local time on the forty-fifth day (or next succeeding business day
if the forty-fifth day is not a business day).  At such closing, the selling
party shall execute and deliver such instruments of conveyance as would
reasonably be required to vest good and clear record and marketable title to
the Membership Interest, or portion thereof or interest therein, in the
purchasing party and the purchasing party shall pay the purchase price
therefor in cash or as otherwise permitted pursuant to the last paragraph of
Section 11.08.

     (b)  The Company shall fix a date for the consummation of repurchase by
the Company of the Membership Interest (the "Repurchase Date"); provided,
however, that a minimum of ten percent (10%) of the purchase price is paid to
the Member in accordance with Section 11.09(a).  The unpaid portion of the
purchase price, if any, will accrue interest at the Prime Rate from the date
the purchase price is determined until paid.  The closing shall be at such
particular time and place as the Company and the Member or its transferees
may agree, or, if they cannot agree, at the principal offices of the Company
at 10:00 a.m. local time on the Repurchase Date.  At such closing, the Member
or its transferees shall execute and deliver such instruments of conveyance
as would reasonably be required to vest good and clear record and marketable
title to the Membership Interest, or portion thereof or interest therein, in
the Company and the Company shall pay the purchase price therefor in cash or
as otherwise permitted pursuant to the last paragraph of Section 11.08.

SECTION 11.10  NO RESIGNATION

Except as otherwise provided in this Agreement, no Member shall resign or
withdraw from the Company prior to the dissolution and winding up of the
Company.  A Member shall cease to be a Member at the time such Member ceases
to own any Membership Interest.

SECTION 11.11  SECURITIES LAWS

<PAGE>

     (a)  Each Member understands and hereby represents and warrants that (i)
the issuance of the Membership Interests has not been and may not be
registered under the Securities Act of 1933, as amended (the "Securities
Act"), in reliance upon Section 4(2) of the Securities Act or under any state
securities or blue sky laws, and (ii) as a result, each Member must hold its
Membership Interest indefinitely, unless such Membership Interest is
transferred in a transaction registered under the Securities Act or such
laws, or an opinion from counsel is rendered that an exemption from
registration is available with respect to the transfer of such Membership
Interest.

     (b)  Each Member hereby represents and warrants that it is acquiring its
Membership Interest pursuant to this Agreement for its own account and not
with the view to, or for resale in connection with, any distribution or
public offering thereof within the meaning of the Securities Act.  Each
Member is a sophisticated investor for purposes of the Securities Act and has
such knowledge and experience in financial and business matters that is
capable of evaluating the merits and risks of the Membership Interest being
acquired pursuant to this Agreement.

                ARTICLE XII DISSOLUTION, WINDING UP AND TERMINATION

SECTION 12.01  EVENTS OF DISSOLUTION

The Company shall be dissolved and its affairs shall be wound up upon the
occurrence of any of the following events:

     (a)  Any order of court of competent jurisdiction requiring dissolution;

     (b)  The consent of Members holding 66% of the Percentage Class A
Financial Interests;

     (c)  A merger or exchange in which the Company is not the surviving or
acquiring company.

SECTION 12.02  WINDING UP

In the event that the Company is dissolved:

     (a)  No further business shall be done in the Company's name except the
completion of incomplete transactions and the taking of such action as may be
necessary to wind up the affairs of the Company.

     (b)  The affairs of the Company shall be wound up in accordance with the
following provisions:

          (i)    A full and general accounting of the Company's financial
     affairs shall be prepared.

          (ii)   The Company shall attempt to collect all of its accounts
     receivable.

          (iii)  The Company shall pay or provide for all debts and liabilities
     to creditors of the Company, including debts from advances by Members in
     order of priority as provided by law.

          (iv)    If a Member shall have any obligation to the Company as of the
     effective date of the dissolution, such obligation shall promptly be paid
     to the Company.  In lieu of such payment, the Company shall be entitled to
     offset any such obligation against any payment or distribution to be made
     to such Member hereunder.

          (v)      If the Members deem it reasonably necessary, a reserve shall
     be set up for any contingent or unforeseen liabilities or obligations of
     the Company arising out of or in connection with the Company's business.
     Such reserve shall be paid over to an escrow agent selected by the Members
     for such period of time as the Members shall reasonably determine, to be
     held for the purpose of disbursing such reserve in payment of any such
     contingencies.  At the expiration of such period the balance of such funds
     shall be

<PAGE>

     distributed in the manner provided in Section 12.02.

A reasonable time as determined by the Members, not to exceed twelve (12)
months, shall be allowed for the orderly winding up of affairs of the
Company, including the liquidation or distribution of its assets and the
discharge of its liabilities to creditors, so as to enable the Company to
minimize any losses attendant upon such liquidation.  Each Member shall be
furnished with a statement setting forth the assets and liabilities of the
Company as of the date of dissolution and the manner in which the assets of
the Company are to be distributed.

     (c)  The assets of the Company shall be applied in the following order:

          (i)   to the payment of the debts and liabilities of the Company
     owing to creditors of the Company in the order of priority as provided
     by law;

          (ii)   to the payment of the debts and liabilities of the Company
     owing to the Members other than with respect to their Capital Accounts,
     including amounts owing to Class B Financial Members pursuant to Section
     6.01(a);

          (iii)  to the payment of the amounts shown in the Capital Accounts of
     the Class A Financial Members.

The surplus, if any, of the assets remaining shall be divided among the
Members in the same proportion as that used in determining their share in the
Net profit and Net Loss of the Company pursuant to Article VII.  Any gains or
losses on disposition of the Company's properties in the process of
liquidation shall be credited or charged to the Members in the same
proportion as that used in determining their share in the net profits and net
losses of the Company pursuant to Article VII.

     (d)  In winding up the affairs of the Company, the Members may either
sell the Company's assets and distribute the net proceeds therefrom, after
the payment of the Company's liabilities, or distribute the Company's assets
to the Members in kind.

SECTION 12.03  TERMINATION

The Company shall terminate when all of the assets of the Company, after
payment, or due provision for all debts, liabilities and obligations, of the
Company shall have been distributed to the Members in the manner provided for
in this Article XII and the Certificate of Formation shall have been canceled
in the manner required under the LLC Act.

SECTION 12.04  CLAIMS OF MEMBER

The Members and former Members shall look solely to the Company's assets for
the return of their respective Capital Accounts, and if the assets of the
Company remaining after payment of all debts, liabilities and obligations of
the Company are insufficient to return such Capital Accounts, the Members and
former Members shall have no recourse against the Company or any other Member.


                           ARTICLE XIII INDEMNIFICATION

SECTION 13.01  INDEMNIFICATION

     The Company will indemnify its Managers, Members, officers and other
parties to the fullest extent permitted under Section 18-108 of the LLC Act.

<PAGE>

SECTION 13.02  ADVANCES

If a Person is made or threatened to be made a party to a proceeding, the
Person is entitled, upon written request to the Company, to payment or
reimbursement by the Company of reasonable and verifiable expenses, including
attorney's fees and disbursements, incurred by the Person in advance of the
final disposition of the proceeding, upon receipt by the Company of a written
affirmation by the Person of a good faith belief that indemnification is
proper under Section 12.01 and Section 18-108 of the LLC Act and a written
undertaking by the Person to repay all amounts so paid or reimbursed by the
Company, if it is ultimately determined that indemnification was not proper.

SECTION 13.03  INSURANCE

The Company may purchase and maintain insurance on behalf of a Person in that
Person's official capacity against any liability asserted against and
incurred by the Person in or arising from that capacity, whether or not the
Company would have been required to indemnify the Person against the
liability under the provisions of this Article.

                             ARTICLE XIV MISCELLANEOUS

SECTION 14.01  CONFIDENTIAL INFORMATION

At all times during the Term of this Agreement and for a period of two (2)
years thereafter, each Member shall keep strictly confidential and not
disclose, use, divulge, publish or otherwise reveal, directly or through
another Person, any matters or affairs or the business of the Company or any
other Member including, but not limited to, documents and/or information
regarding customers, costs, profits, markets, sales, products, product
development, key personnel, pricing policies, operational methods,
technology, know-how, technical processes, formulae, or plans for future
development of or concerning the Company or any other Member or their
respective Affiliates (collectively "Confidential Information") except as may
be necessary for the Managers, employees or agents to perform their
respective obligations under this Agreement or in connection with filings
with governmental agencies or courts or otherwise required under applicable
law.  To the extent that such Confidential Information is revealed, each
party shall use its best efforts to have the Persons receiving such
information retain it in confidence.  Upon termination of this Agreement,
each Member shall return to the other all memoranda, notes, records, reports
and other documents (including all copies thereof) relating to such
Confidential Information which such Member may then possess or have under its
control.

SECTION 14.02  ENTIRE AGREEMENT; WAIVER; MODIFICATIONS

This Agreement, as may be supplemented by the Contribution Agreement,
constitutes the complete statement of all of the arrangements among the
parties as of the date hereof with respect to the transactions contemplated
hereby and all other prior or contemporaneous agreements of the parties with
respect to such subject matter, including the Operating Agreement entered
into on March 29, 1999,  are hereby superseded by this Agreement.  No
modification, discharge or waiver in whole or in part, of any of the
provisions hereof shall be valid unless in writing and signed by the party
against whom the same is sought to be enforced.  The failure or omission of
either party hereto to insist, in any instance, upon strict performance by
the other party of any term or provision of this Agreement or to exercise any
of its rights hereunder shall not be deemed to be a modification of any term
or provision hereof or a waiver or relinquishment of the future performance
of any such term or provision by such party nor shall such failure or
omission constitute a waiver of the right of such party to insist upon future
performance by the other party of any such term or provision or any other
term or provision of this Agreement.

SECTION 14.03  ASSIGNMENT; SUCCESSORS

This Agreement shall inure to the benefit of, and be binding upon, the
parties hereto and any Person that acquires a  Membership Interest as
permitted by the terms hereof.  Otherwise, a Membership Interest is not
assignable.

<PAGE>

SECTION 14.04  NOTICE

All notices and other communications hereunder shall be in writing and shall
be given, transmitted and delivered by facsimile, telex, or telegram, and a
copy thereof shall be mailed (by Certified Mail (Airmail) if to a destination
in a foreign country from the point of mailing), postage prepaid, return
receipt requested, to the parties at the following addresses (or such other
address as shall be specified by such party by like notice), and such notice
shall be deemed given on the date on which so delivered by messenger, or on
the next business day following the date on which so transmitted by
facsimile, telex, or telegram from the date of transmission.

     If to the Brewery:

          Minnesota Brewing Company
          882 West Seventh Street
          St. Paul, Minnesota  55102

          Attention: John J. Lee

          Telephone: (651) 290-8232
          Facsimile:  (651) 290-8211

     With a copy to:

          Lindquist & Vennum P.L.L.P.
          4200 IDS Center
          80 South Eighth Street
          Minneapolis, Minnesota 55402

          Attention: Thomas G. Lovett, Esq.
          Telephone: (612) 371-3211
          Facsimile:  (612) 371-3207


<PAGE>

     If to the Partnership or Hendry:

          Minnesota Brewing Limited Partnership
          c/o Dougherty Summit Securities, L.L.C.
          90 South Seventh Street, Suite 4400
          Minneapolis, Minnesota 55402

          Attention:  Bruce E. Hendry

          Telephone: (612) 376-4000
          Facsimile:  (612) 376-7092

     With a copy to:

          Maun & Simon PLC
          801 Nicollet Mall
          Minneapolis, Minnesota 55402-2534

          Attention: Albert A. Woodward

          Telephone: (612) 904-7408
          Facsimile:  (612) 904-7424


SECTION 14.05  COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed an original and all of which taken together
shall constitute one and the same instrument.

SECTION 14.06  INTERPRETATION

Titles of Articles and Sections are for convenience only and shall be given
no effect in the construction or interpretation of this Agreement.  Unless
the context otherwise requires the singular includes the plural, and the
plural includes the singular.

SECTION 14.07  SEVERABILITY

In the event that any provision of this Agreement is declared by a court of
competent jurisdiction to be void or unenforceable, the remainder of this
Agreement shall not be affected thereby and shall remain in full force and
effect to the extent feasible in the absence of the void and unenforceable
provision.  The parties furthermore agree to execute and deliver such
amendatory contractual provisions to accomplish lawfully as nearly as
possible the goals and purposes of the provision so held to be void or
unenforceable.

<PAGE>

SECTION 14.08  EQUITABLE REMEDIES

The rights and remedies of the Members under this Agreement shall not be
mutually exclusive i.e., the exercise of one or more of the rights under this
Agreement shall not preclude the exercise of rights under any other
provision. Each Member acknowledges that no adequate remedy of law would be
available for a breach of this Agreement, and that a breach of this Agreement
by one would irreparably injure the other and accordingly agrees that in the
event of a breach of any provision, the respective rights and obligations of
the parties hereunder shall be enforceable by specific performance,
injunction or other equitable remedy (without bond or security being
required), and each Member waives the defense in any action and/or proceeding
brought to enforce this Agreement that there exists an adequate remedy or
that the other Member is not irreparably injured.  Nothing herein contained,
however, is intended to, nor shall it, limit or affect any rights at law or
by statute or otherwise of any Member as against the other for a breach of
any provision, it being the intention of this Section 14.08 to make clear the
agreement of the Members that the respective rights and obligations of the
Members shall be enforceable in equity as well as at law or otherwise.

SECTION 14.09  EXPENSES

The Company shall reimburse all parties for their out-of-pocket expenses,
including but not limited to fees and expenses of attorneys and accountants
incurred in connection with the negotiation and execution of this Agreement.

SECTION 14.10  ARBITRATION

Without prejudice to the rights of the parties to seek and obtain provisional
or ancillary remedies (such as injunctive relief, attachment or the
appointment of a receiver) in any appropriate court of law having
jurisdiction over the matter and the parties, persons or entities involved,
all claims, disputes or disagreements arising under or in connection with
this Agreement shall at the request of any party be finally resolved in
non-binding arbitration in accordance with the current procedural rules of
the American Arbitration Association ("AAA"), to the extent that the
Arbitration Rules do not conflict with this Section 14.10, and in accordance
with the following:

     (a)  The arbitration shall be held before arbitrators knowledgeable in the
          general subject matter of the dispute, controversy or claim, one
          arbitrator will be selected by each party to the controversy and one
          (or two if necessary to produce an odd number of arbitrators)
          arbitrator(s) will be selected by the arbitrators already selected.
          Notwithstanding the foregoing, the parties may agree upon the
          appointment of a single arbitrator to resolve any dispute, controversy
          or claim arising out of or in connection with this Agreement;

     (a)  The arbitrators shall apply the law (including the procedural law)
          specified in Section 14.11 of this Agreement;

     (a)  The arbitration shall be held in Minneapolis, Minnesota, USA or at any
          such other location agreed upon by the parties;

     (a)  Any award, order or judgment made pursuant to arbitration shall be
          deemed final and may be entered by any court having jurisdiction over
          the enforcement of the award, order or judgment.  Each of the parties
          agrees to submit to the jurisdiction of any court for purposes of the
          enforcement of the award, order or judgment; and

     (a)  The arbitrators shall award all legal fees and costs (including
          administrative expenses and arbitrators' fees and legal fees incurred
          in connection with the arbitration) to the party prevailing in the
          proceeding and such party shall also be entitled to receive all legal
          fees and costs in connection with the enforcement of the award, order
          or judgment of the arbitrator including the costs and expenses of
          appeals.

<PAGE>

SECTION 14.11  GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the
internal law of the State of Delaware without regard to its conflict of law
principles.

SECTION 14.12  TRADEMARKS AND TRADE NAMES

The name of the Company and any trademarks or trade names used in connection
with the Core Business shall be the property of the Company.

SECTION 14.13  FURTHER ASSURANCES

Each Member shall perform all other acts and execute and deliver all other
documents as may be necessary or appropriate to carry out the purposes and
intent of this Agreement and the Contribution Agreement.

SECTION 14.14  NON-COMPETE

No Member shall, without the written consent of the Company and all the other
Members, directly or indirectly own, manage, operate, control, lend money to,
endorse the obligations of, be a creditor of, or participate or be connected
as an officer, Manager, 20% or more stockholder of a publicly-held company,
security holder of a closely-held company, employee, member, partner,
consultant or otherwise with any enterprise or individual engaged in the
business of developing, processing, manufacturing or marketing products or
services that have been, are being or are planned to be developed or provided
by the Company in connection with its Core Business and will not in any
manner, either directly or indirectly, take any action which is designed,
intended or might reasonably be anticipated to compete with the Company in
such business.  The obligations imposed by this Section 14.14 shall terminate
when such Member ceases to retain a Membership Interest in the Company.

SECTION 14.15  NO IMPAIRMENT

Nothing in this Agreement is intended to impair or lessen the fiduciary
duties of the Members to each other as they may exist at law or in equity.

SECTION 14.16  SURVIVAL

In the event that a Member ceases to be a Member in the Company, the terms
and provisions of this Agreement shall apply for a period of ten (10) years
unless, by the express provisions of this Agreement, an obligation or
covenant of a Member is intended to terminate on an earlier date.

SECTION 14.17  AMENDMENT

Any amendment to this Agreement shall be adopted and be effective as an
amendment hereto if approved by the unanimous vote of the Members.

     IN WITNESS WHEREOF, the parties hereto intending to be legally bound,
have caused this Agreement to be duly executed as of the day and year first
above written.

                              MINNESOTA BREWING COMPANY


                              By:
                                 ----------------------------
                                Its:
                                    -------------------------
                                Printed Name:
                                             ----------------


<PAGE>


                              MINNESOTA BREWING LIMITED PARTNERSHIP

                              By: MINNESOTA BREWING MANAGEMENT  COMPANY, its
                              General Partner

                              By:
                                  ----------------------------
                              Bruce E. Hendry, Chief Executive Officer


                              BRUCE E. HENDRY


                              ------------------------------------
                              Bruce E. Hendry

                              GDN PROPERTIES, LLC


                              By:
                                 ----------------------------
                                Its:
                                    -------------------------
                                Printed Name:
                                             ----------------