EXHIBIT 10.33

                      SECOND AMENDMENT TO LOAN ARRANGEMENT



This Second Amendment to Loan Arrangement ("AMENDMENT") is between Portland
Brewing Company, an Oregon corporation ("BORROWER") and MacTarnahan Limited
Partnership, an Oregon limited partnership ("LENDER").

                                    RECITALS

     A.  Borrower and Lender are parties to a Promissory Note, as amended (the
         "EXISTING NOTE"), and an Agreement Concerning Loans and Security
         Interests, each dated November 1, 2001;

     B.  Borrower has requested that certain amendments be made to the Existing
         Note; and

     C.  Lender is willing to make certain amendments to the Existing Note on
         the terms and conditions provided in this Amendment.

                                    AGREEMENT

     1.  AMENDMENTS TO EXISTING NOTE.

              Effective as of this Amendment, the Existing Note is amended in
         accordance with the terms of this Section 1; except as so amended, the
         Existing Note and the Agreement Concerning Loans and Security Interests
         will continue to remain in all respects in full force and effect.

         1.1   Section 1 is amended to read: "PAYMENT. Borrower promises to pay
               to the order of Lender the principal amount of $1,770,000.00,
               together with interest on the unpaid principal amount from the
               date of this Note, as follows:"

         1.2   The dollar figure printed in the upper left-hand corner of the
               Existing Note is amended to read "$1,770,000.00"

     2.  FURTHER ASSURANCES. The parties will sign other documents and take
         other actions reasonably necessary to further effect and evidence this
         Agreement.

     3.  GOVERNING LAW. This Agreement is governed by the laws of the State of
         Oregon, without giving effect to any conflict-of-law principle of any
         jurisdiction.

     4.  VENUE. Any action or proceeding arising out of this Agreement will be
         litigated in courts located in Multnomah County, Oregon. Each party
         consents and submits to the jurisdiction of any local, state, or
         federal court located in Multnomah County, Oregon.

     5.  ATTORNEY'S FEES. If any arbitration or litigation is instituted to
         interpret, enforce, or rescind this Agreement, including but not
         limited to any proceeding brought under the United States Bankruptcy
         Code, the prevailing party on a claim will be entitled to recover with
         respect to the claim, in addition to any other relief awarded, the
         prevailing

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         party's reasonable attorney's fees, costs, and expenses incurred at
         arbitration, at trial, on appeal, and on petition for review, as
         determined by the arbitrator or court.

     6.  ENTIRE AGREEMENT. This Agreement contains the entire understanding of
         the parties regarding the subject matter of this Agreement and
         supersedes all prior and contemporaneous negotiations and agreements,
         whether written or oral, between the parties with respect to the
         subject matter of this Agreement.

     7.  SIGNATURES. This Agreement may be signed in counterparts. A fax
         transmission of a signature page will be considered an original
         signature page. At the request of a party, the other party will confirm
         a fax-transmitted signature page by delivering an original signature
         page to the requesting party.



           Dated effective:  October 1, 2002


                                MacTarnahan Limited Partnership, by
                                Harmer Mill & Logging Supply Co., its General
                                Partner


                                /s/ ROBERT M. MACTARNAHAN
                                -------------------------
                                By:  Robert M. MacTarnahan
                                Its:  President



                                PORTLAND BREWING COMPANY


                                /s/ JEROME CHICVARA
                                -------------------
                                By:  Jerome Chicvara
                                Its:  Chief Executive Officer


















2 - SECOND AMENDMENT TO LOAN ARRANGEMENT