KEG MANAGEMENT
AGREEMENT

    (One-Half
Barrel and One-Sixth Barrel)

     

    This
KEG MANAGEMENT AGREEMENT
("Agreement") is entered
into between MicroStar Keg Management, L.L.C., a Delaware Limited Liability
Company whose address is 7400 East Orchard Road, Suite 200, Greenwood Village,
Colorado 80111 ("MicroStar") and Mendocino
Brewing Company, a California corporation whose address is 1601 Airport Road,
Ukiah, California 95482 ("Brewer") to be effective the
1st day of September, 2009 ("Effective Date").

     

    RECITALS

     

    1.           MicroStar
is engaged in the logistical management of stainless steel Kegs (as defined
below) for the brewing industry and has developed proprietary concepts,
arrangements and systems for the ownership, licensing of the use, tracking,
delivery, and retrieval of Kegs as more specifically described in the Agreement
(the "Keg
Services").

     

    2.           Brewer
is engaged in the business of brewing premium and/or special quality beers and
hard cider draft products and desires to more efficiently service existing and
potential new markets.

     

    3.           Brewer
desires to obtain, and MicroStar desires to provide, the Keg Services on the
terms and conditions set forth herein.

     

    In
consideration of mutual promises, covenants, consideration, representations and
warranties, the parties agree as follows:

     

    AGREEMENT

     

    
      	
              Section
      1.

            	
              Definitions

            


    

     

    In this
Agreement the following words and phrases shall have the following
meanings:

     

    "Change of Control" means with
respect to a party: (A) the direct or indirect acquisition of either (i) the
majority of the voting stock of such party or (ii) all or substantially all of
the assets of such party, by another entity in a single transaction or series of
related transactions; or (B) such party is merged with, or into, another
entity.

     

    "Half-Barrel Kegs" means beer
kegs that are straight-sided with a single opening and an American Sankey-type
neck, having a full U.S. Half-Barrel (15.5 gallon) capacity, with chimes
constructed of spring steel, with minimum chime (skirt) thickness of 2.00 mm and
minimum sidewall (body/shell) thickness of 1.32 mm.

     

    "Keg Purchase Quantity" means
the quantity equal to four (4) times the average quantity of MicroStar Kegs
delivered to Brewer by MicroStar each month during the six (6) month period
immediately preceding the effective date of the termination of this
Agreement.

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    "Kegs" means both Half-Barrel
Kegs and One-Sixth Barrel Kegs, referred to individually as a "Keg".

     

    "Local Wholesaler," "Regional Wholesaler," "Extended Regional Wholesaler,"
"National Wholesaler,"
and "International
Wholesaler" have the meanings set forth in the table in Section 3.1 and
shall each be referred to herein as a "Wholesaler".

     

    "MicroStar Kegs" means Kegs
provided by MicroStar as part of the Keg Services under this
Agreement.

     

    "One-Sixth Barrel Kegs" means
all-stainless-steel one-sixth barrel beer kegs that are straight-sided with a
single opening and an American Sankey-type neck, (approximate capacity of 5.16
gallons) having a minimum chime (skirt) thickness of 1.50 mm and minimum
sidewall (body/shell) thickness of 1.20 mm.

     

    
      	
              Section
      2.

            	
              Services;
      Procurement of Kegs

            


    

     

    
      	
              2.1

            	
              Services;
      Ownership of Kegs; Uses and Prohibited
  Uses.

            


    

     

    
      	
            	
              2.1.1

            	
              Services.  Subject
      to the terms and conditions herein, including, without limitation,
      Brewer's payment of all amounts owed to MicroStar under this Agreement,
      MicroStar shall provide the Keg Services to
  Brewer.

            


    

     

    
      	
            	
              2.1.2

            	
              Title to Kegs;
      Liens.  Brewer agrees that: (a) all MicroStar Kegs will
      remain at all times the property of and be subject to the exclusive right
      of control and disposition of MicroStar; (b) Brewer will neither take nor
      suffer any action to be taken that interferes with or threatens
      MicroStar's rights thereto; (c) upon expiration or termination of this
      Agreement, Brewer will return the MicroStar Kegs to MicroStar in
      accordance with Section 9.2.2; (d) Brewer will ensure that any
      certificates of title prepared by or caused to be prepared by Brewer for
      the MicroStar Kegs designate MicroStar as owner; and (e) Brewer will not
      permit MicroStar's rights hereunder or in the MicroStar Kegs to be subject
      to any lien, charge or encumbrance that may be levied against or imposed
      upon the MicroStar Kegs.

            


    

     

    
      	
            	
              2.1.3

            	
              License.  MicroStar
      grants Brewer a non-exclusive, limited, non-transferable,
      non-sublicensable, revocable license to use the MicroStar Kegs for
      Brewer's business purposes subject to Brewer's compliance with the terms
      and conditions of this Agreement.

            


    

     

    
      	
            	
              2.1.4

            	
              Restrictions.  Brewer
      agrees any MicroStar Kegs may be used only for the packaging, transport
      and sale of beer and hard cider draft products.  Brewer shall
      not use the MicroStar Kegs for filling, transport or storage of any root
      beer, cola, soda, sport drinks, "energy-beverages" or similar beverage
      products.  Brewer must request and obtain MicroStar's prior
      approval, which may be withheld in MicroStar's sole discretion, of any
      proposed use of MicroStar Kegs for purposes of the sale of any
      lambic-style beers or other beer or specialty beverage products (or
      combinations) which contain fruit, fruit syrups, fruit essence, or similar
      ingredients.  MicroStar may specify any testing protocols it
      deems appropriate as a condition of approval.  If Brewer desires
      to use MicroStar Kegs at non-local festivals, Brewer must obtain
      MicroStar's prior written consent for such use, which consent may be given
      or withheld in MicroStar's discretion.  Brewer shall not utilize
      any MicroStar Kegs in its business operations which are not specifically
      subject to this Agreement.  Brewer shall pay MicroStar the Keg
      Replacement Cost for each verified occurrence of unauthorized use of
      MicroStar Kegs in Brewer's operations which are not specifically subject
      to this Agreement.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
            	
              2.1.5

            	
              Risk of
      Loss.  During the term of this Agreement, Brewer will
      bear the risk of loss, damage, theft, requisition, or destruction of the
      MicroStar Kegs, partial or complete, from whatever source, regardless of
      whether covered by insurance ("Risk of Loss"), while
      the MicroStar Kegs are not in MicroStar's or MicroStar's service
      providers' possession or control (including while MicroStar kegs are in
      the possession or control of Wholesalers).  In the case of Kegs
      lost while in possession or control of Wholesalers, MicroStar must be able
      to demonstrate the specific loss.

            


    

     

    
      	
              2.2

            	
              Purchase
      of Conforming Kegs from
Brewer.

            


    

     

    
      	
            	
              2.2.1

            	
              Purchase of Existing
      Inventories of Brewer's Kegs.  MicroStar may agree to
      acquire from Brewer any Kegs which Brewer may now own and desires to make
      subject to this Agreement, provided that such Kegs conform to the
      definition of "Half-Barrel Kegs" or "One-Sixth Barrel Kegs", as set forth
      in this Agreement and are of a condition and quality acceptable to
      MicroStar in its sole discretion (the "Purchase
      Kegs").  If the parties agree that MicroStar will
      purchase Kegs from Brewer, the parties will execute a Bill of Sale
      substantially in the form set forth in Exhibit E ("Bill of
      Sale").  The purchase price for the Purchase Kegs shall
      be separately agreed upon by the parties in writing after verification of
      condition and quality of the Purchase Kegs.  The final quantity
      of the Purchase Kegs shall be agreed to in writing by authorized
      representatives of MicroStar and
Brewer.

            


    

     

    
      	
            	
              2.2.2

            	
              Marking of
      Kegs.  MicroStar will mark all Purchase Kegs with
      MicroStar's proprietary markings.  Placement of physical
      markings shall be performed by MicroStar's field personnel as
      expeditiously as possible and shall be initiated no more frequently than
      once per month, until all Purchase Kegs so sold by Brewer to MicroStar
      shall have been so marked.

            


    

     

    
      	
            	
              2.2.3

            	
              Payment.  Payment
      by MicroStar for the Purchase Kegs purchased from Brewer shall be based on
      the agreed price after deduction of initial use fees or any other then
      outstanding charges due to MicroStar pursuant to this
      Agreement.  Payment by MicroStar for the Purchase Kegs shall be
      made to Brewer after all Purchase Kegs in a Lot (as defined below) have
      been physically marked by MicroStar with its proprietary markings which
      shall be done at Brewer's facilities in lots no smaller than five hundred
      (500) Purchase Kegs (a "Lot") and after
      MicroStar has verified that ownership of the Purchase Kegs may be
      transferred to MicroStar free of any and all liens and
      encumbrances.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


     

    
      	
              Section
      3.

            	
              Fees;
      Invoicing; Price Adjustment; Deposit; Delivery
  Designation

            


    

     

    
      	
              3.1

            	
              Fees
      Based Upon xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      .

            


    

     

    The fees
charged by MicroStar for Brewer's use of MicroStar Kegs are based upon xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
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xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx x xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx .  The xxx fees and
requirements applicable hereunder are set forth in the following
table:

     

    
      
        
          
            
              
                
                  	
                           

                          xxx
      xxx x xxx xxx xx

                        	
                          xxx
      xxx xxx xxx xxx x

                        	
                           

                          Requirements
      Applicable to xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      xxx
      xxx xxx
      xxx 

                        
	
                          xxx
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        4

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    	
                             

                            xxx
      xxx x xxx xxx xx

                          	 	
                            xxx
      xxx xxx xxx xxx x

                          	
                             

                            Requirements
      Applicable to xxx xxx xxx xxx xxx xxx xxx xxx xx

                            xxx
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x

                          


                  

                

              

            

          

        

      

    

    


    
      	
              3.2

            	
              Special
      Requirements for xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      xxx xxx x xxx xxx xxx xxx xxx xxx xxx


            


    

     

    
      	
            	
              3.2.1

            	
              Requirements for xxx xxx xxx
      xxx xxx xxx xxx xxx xxx xxx   If applicable, Brewer may
      specify xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      xxx xx  Promptly after the Effective Date, Brewer must deliver a
      letter substantially in the form set forth in Exhibit F ("Letter") to the Local
      Wholesalers (and carbon copy MicroStar) which notifies the Local
      Wholesaler that Local Wholesaler must: (i) return to MicroStar at the
      location designated by MicroStar , which will usually be the Brewer's
      Delivery Location, but may be other locations as determined by MicroStar,
      all MicroStar Kegs originally distributed by Local Wholesaler on behalf of
      Brewer at no-charge to MicroStar, and (ii) agree to and honor the timing,
      quantities and other arrangements relating to such MicroStar Keg returns
      and deliveries, including returned Keg quantities and the required date of
      return, as specified or directed by MicroStar.  Brewer will be
      responsible for obligating and ensuring Local Wholesalers comply with the
      terms and conditions specified in the Letter.  In the event
      MicroStar must arrange for the return of empty MicroStar Kegs from a given
      Local Wholesaler to Brewer, a separate xxx xxx xxx xxx xxx xx shall be
      imposed and invoiced to Brewer in the amount of xxx xxx xxx xxx xxx xxx
      xxx xxx xxx xxx xxx x xxx xxx xxx xxx xxx xxx xxx returned by MicroStar to
      Brewer from the affected Local Wholesaler's
  premises.

            


    

     

    
      	
            	
              3.2.2

            	
              Consequences of xxx xxx xxx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xx xxx xxx xxx xxx
      x  In the event that xxx xxx xxx xxx xxx xxx fails to
      perform in accordance with the terms and conditions of the Letter on two
      (2) or more occasions during a given calendar quarter, then MicroStar
      shall have the right to xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xx of this
      Agreement, in which event MicroStar will provide written notice to Brewer
      of xxx xxx xxx xxx xxx xxx xxx x  Any determination by MicroStar
      not to xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx upon the occurrence of
      two (2) or more instances of non-compliance with requirements during a
      given calendar quarter shall not constitute a waiver of the right to xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xx at any time
    thereafter.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
              3.3

            	
              Price
      Adjustment xxx xxx xxx xxx xxx xxx xxx xxx xxx
  xx.

            


    

     

    The fees
set forth in Section 3.1 above shall be adjusted xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx x xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xx
hereunder as described in this Section 3.3.  These xxx xxx xxx will be
based on xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx 

     

    
      
        	
              	
                a.

              	
                xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xx
      xxx
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      xxx xxx xx

              


      

    

     

    
      
        	
              	
                b.

              	
                xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
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      xxx
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                c.

              	
                xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
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      xxx xxx xxx xxx xxx x

              


      

    

     

    xxx xxx
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xxxx xxx
xxx xx  The xxx xxx price adjustment provided hereunder will take
effect on xxx xxx xxx xxx xxx xxx xxx xxx xxx xx

     

    The
calculation xxx xxx xxx xxx xxx will be determined as follows:

     

    
      	
               
      

            	
              a.

            	
              xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
x

            


    

     

    
      	
               
      

            	
              b.

            	
              xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xx xxx
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      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxxxx
      xxx xxx xxx xxx xxx xxx xxx x

            


    

     

    
      	
               
      

            	
              c.

            	
              xxx
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  x

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
              3.4

            	
              xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      xx

            


    

     

    Should
the Brewer fail to xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx x within the
calendar year, or xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xx
Brewer shall be required to xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx x for
MicroStar Kegs, which will be xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx requested by MicroStar for inclusion xxx xxx xxx xxx
xxx xxx xxx xx as may be necessary to cause xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
x  Upon termination of this Agreement, MicroStar shall xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
x

     

    
      	
              3.5

            	
              Forecasts;
      Orders; Delivery of Kegs per Brewer's
  Requirements.

            


    

     

    
      	
            	
              3.5.1

            	
              Forecasts

            


    

     

    
      	
               
      

            	
              a.

            	
              No
      later than five (5) days after the Effective Date, Brewer shall provide
      MicroStar with a requirements forecast of the types and quantities of
      MicroStar Kegs required by Brewer for each month during the period that
      begins on the Effective Date and ends at the end the then-current calendar
      year ("Initial
      Forecast").

            


    

     

    
      	
               
      

            	
              b.

            	
              On
      or before September 1st of each year during the term of the Agreement,
      Brewer will deliver to MicroStar a requirements forecast of the types and
      quantities of MicroStar Kegs required by Brewer for each month during the
      following calendar year ("Annual
      Projection").

            


    

     

    
      	
               
      

            	
              c.

            	
              In
      the event that the quantity of MicroStar Kegs to be delivered in a
      particular calendar month as set forth in Orders (defined below) accepted
      by MicroStar exceed the Brewer's most recent forecasted quantity (whether
      such forecast was in an Initial Forecast, Annual Projection or Updated
      Forecast) for such calendar month, notwithstanding any requested delivery
      date in an accepted Order, MicroStar will supply the quantities of
      MicroStar Kegs that are in excess of the forecasted amount by the later of
      (i) 120 days of MicroStar's receipt of the Order containing the excessive
      quantities, or (ii) when MicroStar receives additional Kegs from its
      suppliers.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              d.

            	
              In
      the event that the quantity of MicroStar Kegs to be delivered in a
      particular calendar month as set forth in Orders (defined below) accepted
      by MicroStar is less than 90% of the Brewer's most recent forecasted
      quantity (whether such forecast was in an Initial Forecast or Annual
      Projection) for such calendar month, Brewer will xxx xxx xxx xxx xxx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xx xxx xxx xxx xxx xxx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xx

            


    

     

    
      	
            	
              3.5.2

            	
              Orders.  Brewer
      shall submit orders to MicroStar indicating requested delivery dates and
      quantities of MicroStar Kegs needed in lots of one hundred (100) MicroStar
      Kegs ("Order").  All
      Orders must be received by MicroStar at least thirty (30) days prior to
      Brewer's requested delivery dates.  Orders are subject to
      MicroStar's acceptance, and are subject to the terms and conditions of
      this Agreement.  Preprinted terms and conditions on any Order
      are expressly rejected by MicroStar.  Orders requesting delivery
      in less than thirty (30) days are subject to Section
      3.5.4.  MicroStar will forward a written confirmation of its
      receipt of Brewer's Order by facsimile, or e-mail prior to the close of
      the business day following the date of MicroStar's receipt of such
      notice.  All Orders described in this Section 3.5.2 shall be
      made to the designated contact information provided per Section
      12.9.

            


    

     

    
      	
            	
              3.5.3

            	
              Delivery
      Standard.  For all Orders accepted by MicroStar,
      MicroStar will deliver MicroStar Kegs, at MicroStar's cost, to Brewer at
      the location specified in Exhibit A and in accordance with this Section
      3.5.3.  MicroStar shall endeavor to deliver the requested
      MicroStar Kegs to Brewer in accordance with Brewer's Orders and this
      Agreement.  Delivery shall be deemed to conform to the
      requirements of the applicable Order and this Agreement if the actual time
      of delivery is within seventy-two (72) hours prior or subsequent to the
      specifically requested delivery time and the quantities so delivered are
      within a ten percent (10%) variance of the specifically requested quantity
      of MicroStar Kegs.

            


    

     

    
      	
            	
              3.5.4

            	
              Surcharge for Expedited
      Deliveries.  MicroStar may in its sole discretion,
      however, elect to accommodate a request for expedited delivery of
      MicroStar Kegs, in which event a surcharge, xxx xxx xxx xxx xxx xxx xxx
      xxx xxx xxx xxx xxx xx xxx xxx xxx xx shall apply as follows: a) if the
      request is made fifteen (15) or fewer days prior to the requested delivery
      date, the surcharge shall be $2.00 per MicroStar Keg; b) if the request is
      made more than fifteen (15) but less than thirty (30) days in advance of
      the requested delivery date, no surcharge shall be
      applied.  MicroStar's election to accommodate any given request
      for expedited delivery of MicroStar Kegs shall not create or imply any
      obligation to provide such expedited delivery on any subsequent
      occasions.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
              3.6

            	
              Surcharge
      for Extended Keg Inactivity.

            


    

     

    Brewer
shall use its best efforts to ensure that Brewer's inventory of MicroStar Kegs
does not exceed Brewer's monthly requirements as set forth in any forecast
provided under this Agreement.  In the event that MicroStar Kegs
requested to be delivered to Brewer (or any third-party owned brewing facilities
utilized by Brewer) pursuant to Section 3.5 are not shipped to a Wholesaler or
utilized in relation to other sales contemplated by this Agreement (e.g.,
self-distributed sales or on-site pub operations) within sixty (60) days after
the date on which MicroStar delivers such MicroStar Kegs, MicroStar may assess
and Brewer will pay xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xx for the affected MicroStar Kegs.  A further xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx x will be imposed with
respect to each xxx xxx xxx xxx xxx increment or fraction thereof which elapses
after the initial sixty (60) days until actual shipment to a Wholesaler or other
permissible utilization of such MicroStar Kegs occurs.

     

    
      	
              3.7

            	
              Reports;
      Invoicing.

            


    

     

    
      	
            	
              3.7.1

            	
              Reports.  During
      the term of this Agreement, Brewer shall maintain accurate and complete
      records regarding Brewer's use of MicroStar Kegs, including without
      limitation, information regarding: (i) the number of times MicroStar Keg
      is "turned" or "filled", (ii) monthly beginning inventory of MicroStar
      Kegs, (iii) monthly ending inventory of MicroStar Kegs, (iv) locations of
      MicroStar Kegs, (v) verification of deliveries of MicroStar Kegs from
      MicroStar to Brewer, and (vi) verification of all deliveries of MicroStar
      Kegs to Wholesalers.  On a weekly basis, Brewer will provide
      MicroStar with reports summarizing the quantities of empty MicroStar Kegs
      delivered to Brewer during the previous week, the quantities of MicroStar
      Kegs shipped out to Wholesalers during the previous week, and, if
      applicable, the number of MicroStar Kegs filled for self-distribution or
      on-site pub operations during the previous week, as well as copies of all
      information and documentation pertaining to any of the
      foregoing.  On a monthly basis, Brewer will provide MicroStar
      with reports summarizing the information in (ii), (iii), (iv), (v), and
      (vi) above.  Brewer agrees to report all requisite information
      on such forms as MicroStar may from time-to-time prescribe and furnish for
      such purposes.  Failure to provide this documentation may result
      in delay of Keg Services and, if not cured after thirty (30) days of
      receipt of written notice, will result in suspension of Keg Services under
      this Agreement.  The reports and documentation provided by the
      Brewer shall be used by MicroStar to reconcile on a monthly basis,
      MicroStar Keg inventory quantities and movements.  Should
      missing MicroStar Kegs be identified as a result of this reconciliation,
      MicroStar may provide Brewer written notice of the missing MicroStar Kegs
      and Brewer will have ninety (90) days from its receipt of the notice to
      locate and return the missing MicroStar Kegs to MicroStar, or MicroStar
      will invoice Brewer the Keg Replacement Cost (defined below) for each
      missing MicroStar Keg.

            


    

     

    
      	
            	
              3.7.2

            	
              Invoices.  MicroStar
      will invoice Brewer for all fees and other amounts due under the Agreement
      ("Fees").  Brewer
      will pay monthly invoices within thirty (30) days of the date of the
      invoice.  Past due invoices will incur late fees at the lesser
      of the maximum rate allowed by law or one and one-half percent (1.5%) per
      month of the outstanding amount.  In the event of a delinquent
      payment of any invoice, MicroStar shall have the right to suspend Keg
      Services and/or to require future payments to be made prior to delivery of
      MicroStar Kegs.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
            	
              3.7.3

            	
              Taxes.  In
      addition to the fees specified in Section 3.1 above, Brewer shall be
      responsible for payment of, and MicroStar will be authorized to collect
      any applicable sales, use, customs duties, excise, personal property, or
      similar taxes and assessments imposed upon the MicroStar Kegs and services
      provided to Brewer hereunder by any federal, state, local, or foreign
      governmental authority, exclusive only of any taxes based on MicroStar's
      income or payroll.  MicroStar's invoices shall reflect the
      amount of taxes to be collected, but any failure or delay of MicroStar in
      determining applicability of or in collecting any applicable taxes as
      above described shall not waive or preclude MicroStar's later collection
      of any such taxes determined to be payable.  MicroStar will
      provide notice of Property Tax assessed for use of Kegs to be invoiced to
      Brewer.

            


    

     

    
      	
            	
              3.7.4

            	
              Keg
      Replacement.  The "Keg Replacement Cost" is
      the cost and expense MicroStar incurs to obtain a new Keg at any given
      time.  For any MicroStar Keg reported or verified as having been
      lost or damaged beyond repair while Brewer bears the risk of loss for such
      MicroStar Keg pursuant to Section 3.1, MicroStar may either (i) withdraw
      the amount of the Keg Replacement Cost from the Deposit (as defined in
      Section 4.1.2), or (ii) invoice Brewer the Keg Replacement Cost in which
      case Brewer will pay such amount.  In the event a MicroStar Keg
      that was presumed to have been lost is later located and returned to
      MicroStar and Brewer has already paid the Keg Replacement Cost, MicroStar
      will either credit Brewer the applicable Keg Replacement Cost on the next
      invoice or credit the Deposit the amount of the Keg Replacement
      Cost.

            


    

     

    
      	
              Section
      4.

            	
              Arrangements
      and Agreements with Wholesalers

            


    

     

    
      	
              4.1

            	
              Notification
      and Compliance Obligations of
Brewer.

            


    

     

    
      	
            	
              4.1.1

            	
              Notification.  Brewer
      and MicroStar acknowledge and agree that MicroStar will notify all
      Wholesalers to whom Brewer delivers product in MicroStar Kegs, and from
      whom MicroStar has the right and obligation to collect and retrieve empty
      MicroStar Kegs, of the existence of this Agreement and of certain rights
      and responsibilities of MicroStar hereunder by delivering a letter to the
      Wholesalers in the form attached as Exhibit F ("Notice").  Such
      letter will authorize the release of MicroStar Kegs from the Wholesalers
      to MicroStar.  In addition to any other rights or remedies under
      this Agreement, Brewer will be solely responsible for any cost or expense
      incurred by MicroStar as a result of a Wholesalers' failure to release
      MicroStar Kegs to MicroStar, after MicroStar provides notice to Brewer of
      Wholesaler's failure to release kegs, should Brewer continue to ship Kegs
      to the Wholesaler..

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
            	
              4.1.2

            	
              Keg
      Deposits.  Without limitation of such other disclosures
      of the arrangements provided for in this Agreement, MicroStar's Notice
      shall describe Keg deposits and reports required from
      Wholesalers.  A Keg deposit in the amount of xxx xxx xxx xxx xxx
      xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx (the "Deposit") will be billed
      to Wholesaler by MicroStar and shall be payable directly to
      MicroStar.  In MicroStar's sole discretion and upon written
      notice to Wholesaler and Brewer, the amount of the Deposit may be
      increased.  An increase will be effective immediately upon
      delivery of written notice by MicroStar to Wholesaler.  The
      Deposit shall serve as security to MicroStar against the loss of or damage
      to any MicroStar Keg.  MicroStar may make periodic withdrawals
      from the Deposit for loss or damage to MicroStar
      Kegs.  Similarly, credit memos will be issued by MicroStar
      whenever MicroStar Kegs are returned.  Should a Wholesaler in
      the Brewer's network refuse to pay a Keg Deposit, MicroStar will notify
      the Brewer of the Wholesaler's failure to comply, and should Brewer
      continue to ship Kegs to the Wholesaler, Brewer will be responsible for
      providing the Deposit.

            


    

     

    
      	
            	
              4.1.3

            	
              Reports.  Brewer
      will obligate Wholesaler to report to MicroStar by fax, e-mail and/or
      phone on a bi-weekly basis concerning the extent of empty MicroStar Kegs
      in Wholesaler's warehouse(s). MicroStar shall be authorized to conduct
      periodic inspections and audits of Wholesaler's inventory of MicroStar
      Kegs, including Kegs in the retail system. Upon MicroStar's request,
      Brewer will be responsible for organizing such inspections and audits and
      obtaining access to Wholesaler's premises to conduct such inspections and
      audits.

            


    

     

    
      	
              Section
      5.

            	
              Trademark
      License

            


    

     

    
      	
              5.1

            	
              Brewer
      hereby grants MicroStar a nonexclusive, nontransferable, royalty-free
      license to use, Brewer's registered and unregistered trademarks, trade
      names, slogans, logos, and trade dress for the limited purposes of
      producing brewer/product identification labels and materials, to the
      extent that any of these are depicted on the label (the "Brewer
      Marks").  Brewer will own all Brewer
      Marks.  MicroStar may not use Brewer Marks for purposes other
      than the placing labels on the MicroStar Kegs, and MicroStar obtains no
      other rights to the Brewer Marks.  Any goodwill arising from
      MicroStar's use of the Brewer Marks will inure to Brewer's
      benefit.  Except as expressly provided, no right, property,
      license, permission or interest of any kind in or to the use of any
      trademark, trade name, color combination, insignia or device owned or used
      by Brewer is or is intended to be given or transferred to or acquired by
      MicroStar by the execution, performance or nonperformance of this
      Agreement or any part of it.

            


    

     

    
      	
              Section
      6.

            	
              Confidentiality

            


    

     

    
      	
              6.1

            	
              "Confidential
      Information" means (a) any business or technical information of
      MicroStar or Brewer, including but not limited to any information relating
      to either party's products, services, prices, marketing plans, business
      opportunities, customers, or personnel, and (b) any other information of
      MicroStar or Brewer that is specifically designated by the disclosing
      party as confidential or proprietary.  Confidential Information
      shall not include information that (i) is in or enters the public domain
      without breach of this Agreement by the receiving party, (ii) was
      demonstrably in the possession of the receiving party prior to first
      receiving it from the disclosing party without restriction on disclosure,
      (iii) the receiving party can demonstrate was developed by the receiving
      party independently and without use of or reference to the disclosing
      party's Confidential Information, or (iv) the receiving party receives
      from a third party without restriction on disclosure and without breach of
      a nondisclosure obligation.  Each party shall maintain the
      Confidential Information of the other party in strict confidence until
      such time as the Confidential Information falls under one of the
      exceptions listed in items (i) through (iv) above.  Each party
      shall exercise no less than reasonable care with respect to the handling
      and protection of such Confidential Information.  Each party
      shall use the Confidential Information of the other party only to perform
      its obligations under this Agreement, and shall disclose such Confidential
      Information only to its employees and independent contractors who are
      subject to binding use and disclosure restrictions at least as protective
      as those set forth herein and only as is reasonably required in connection
      with the exercise of its rights and obligations under this
      Agreement.  Notwithstanding the above, the receiving party may
      disclose Confidential Information of the disclosing party pursuant to a
      valid order or requirement of a court or government agency, provided that
      the receiving party gives prompt notice to the disclosing party upon
      receiving the order or learning of the requirement.  Any such
      disclosure by the receiving party of the Confidential Information of the
      disclosing party, shall, in no way, be deemed to change, affect or
      diminish the confidential status of such Confidential
      Information.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
              Section
      7.

            	
              Indemnity;
      Limitation of Liability; Disclaimer of
Warrant

            


    

     

    
      	
              7.1

            	
              Indemnity.

            


    

     

    
      	
            	
              7.1.1

            	
              Brewer
      will defend, indemnify and hold harmless MicroStar and its officers,
      directors, employees and agents from and against all liabilities, damages,
      judgments, awards, fines, penalties, costs and expenses (reasonable
      attorneys' fees and other expenses incurred by or levied against MicroStar
      as a result of such claims) resulting from or based on third-party claims
      arising from, resulting from, or based on: (i) Brewer's gross negligence
      or intentional misconduct; (ii) Brewer's business, products, services, and
      customers, (iii) any unauthorized or illegal use of MicroStar Kegs; (iv)
      loss or damage to MicroStar Kegs while not in MicroStar's or its service
      providers' possession (in the case of Kegs damaged or lost while in
      possession or control of Wholesalers, MicroStar must be able to
      demonstrate the specific damage or loss), or (v) Brewer's breach of its
      obligations under
Section 10.1.

            


    

     

    
      	
            	
              7.1.2

            	
              MicroStar
      will defend, indemnify and hold harmless Brewer and its officers,
      directors, employees and agents from and against third-party claims
      resulting from or based on personal injury or property damage arising from
      MicroStar's gross negligence or intentional misconduct; including payment
      by MicroStar of any liabilities, damages, judgments, awards, fines,
      penalties, costs and expenses (reasonable attorneys' fees and other
      expenses incurred by or levied against Brewer as a result of such claims)
      resulting from or based on such
claim.

            


    

     

    
      	
            	
              7.1.3

            	
              The
      party entitled to indemnification under this Section 7 ("Indemnified Party") must
      notify the other party ("Indemnifying Party")
      promptly in writing of any covered action, give the Indemnifying Party
      sole control over the defense thereof and any related settlement
      negotiations, and cooperate and, at the Indemnifying Party's request and
      expense, assist in such defense.  The Indemnified Party may also
      participate in the defense at its own
expense.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              7.2

            	
              Limitation
      of Liability.

            


    

     

    EXCEPT
FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER PARTY FOR ANY SPECIAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES,
INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR BREWER
GOODWILL IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED
HEREUNDER.  IN NO EVENT SHALL MICROSTAR' S LIABILITY TO BREWER FOR
DIRECT DAMAGES EXCEED THE AMOUNT PAID TO MICROSTAR BY BREWER UNDER THIS
AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE
RISE TO THE DAMAGES.

     

    
      	
              7.3

            	
              Warranties.

            


    

     

    
      	
            	
              7.3.1

            	
              MicroStar
      warrants to Brewer that the Keg Services provided under this Agreement
      will be provided in a workman-like manner.  Brewer's sole and
      exclusive remedy and MicroStar's sole obligation for any breach of this
      warranty will be for MicroStar to re-perform any defective Keg Services at
      no additional charge to Brewer.

            


    

     

    
      	
            	
              7.3.2

            	
              ANY
      WARRANTIES OF THE PARTIES EXPRESSLY SET FORTH IN THIS SECTION 7.3 ARE THE
      SOLE WARRANTIES MADE BY THE PARTIES AND ARE IN LIEU OF AND EACH PARTY
      DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING
      BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
      PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  IN ANY
      JURISDICTION WHICH DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED
      WARRANTIES, ANY IMPLIED WARRANTIES , TO THE MAXIMUM EXTENT PERMITTED BY
      THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, SHALL BE LIMITED TO THE TERM
      OF THIS AGREEMENT.  IN ALL INSTANCES, BREWER'S SOLE REMEDY FOR
      BREACH OF ANY SUCH WARRANTY SHALL BE LIMITED TO THE RE-PERFORMANCE OF THE
      SERVICE AT ISSUE.

            


    

     

    
      	
              Section
      8.

            	
              Insurance

            


    

     

    
      	
              8.1

            	
              MicroStar
      and Brewer each must carry and maintain at their own expense and in full
      force and effect at all times during the term of this Agreement and for
      one (1) year thereafter Commercial General Liability Insurance with a
      limit of liability of no less than xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
      xxx xxx xx

            


    

     

    The
Commercial General Liability Insurance coverage required under this section
must:

     

    
      	
               
      

            	
              1)

            	
              include
      product liability and contractual liability coverage which specifically
      insures the hold harmless and indemnification provisions of Section 6 of
      this Agreement;

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2)

            	
              be
      secured and maintained under an occurrence form policy or coverage form
      reasonably acceptable to the other party's insurance
      department;

            


    

     

    
      	
               
      

            	
              3)

            	
              be
      placed with an insurer of recognized
  responsibility;

            


    

     

    
      	
               
      

            	
              4)

            	
              name
      the other party and affiliated companies as an "additional
      insured";

            


    

     

    
      	
               
      

            	
              5)

            	
              provide
      for at least thirty (30) days advance written notice to the other party of
      any cancellation or any material change in the coverage;
    and

            


    

     

    Additionally,
Brewer must carry and maintain at its own expense and in full force and effect
at all times during the term of this Agreement and for one (1) year thereafter
transit coverage insurance with a limit of liability of no less than xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx x which provides coverage for transit
for shipments authorized by Brewer ("Transit Coverage"), and the
bill of lading for such shipment will indicate such Transit
Coverage.

     

    Neither
party may cancel any insurance policy maintained pursuant to the requirements of
this paragraph without the prior written consent of the other.  Upon
written request, a certificate of insurance will be sent to the requesting
party.

     

    
      	
              Section
      9.

            	
              Term;
      Termination; Effect of Termination; Exclusivity of
    Agreement

            


    

     

    
      	
              9.1

            	
              Term.

            


    

     

    This
Agreement shall be for an initial term of five (5) years (the "Initial Term").  The
parties hereto may, upon the expiration of the initial term, extend the term of
this Agreement upon execution of a written instrument to that effect by
MicroStar and Brewer (the "Extended Term").

     

    
      	
              9.2

            	
              Termination;
      Effect of Termination.

            


    

     

    
      	
            	
              9.2.1

            	
              Termination for
      Breach.  In the event of a material breach of a provision
      of this Agreement by a party hereto, the other party shall have the right
      to terminate the Agreement immediately (i) if such material breach cannot
      be cured, or (ii) if such material breach remains uncured after thirty
      (30) days of receipt of written notice of such material
      breach.

            


    

     

    
      	
            	
              9.2.2

            	
              Effect of
      Termination.  Upon termination of this Agreement for any
      reason, MicroStar will cease the Keg Services and Brewer shall immediately
      cease use and distribution of any and all MicroStar
      Kegs.  Brewer will promptly return all MicroStar Kegs in
      possession of Brewer to MicroStar at Brewer's cost and
      expense.  Upon termination of this Agreement, MicroStar shall
      have the right, exercisable upon delivery of written notification thereof
      to Brewer within thirty (30) days after the effective date of the
      termination of this Agreement, to require Brewer to purchase the Keg
      Purchase Quantity from MicroStar at such time, at the prices set forth in
      Exhibit "D" hereto.

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
            	
              9.2.3

            	
              Survival of
      Obligations.  Section 2.1.2 (Title to Keg; Liens; UCC
      Filings), Section 6 (Confidentiality), Section 7 (Indemnification;
      Limitation of Liability; Warranties), Section 9.2.2 (Effect of
      Termination), 9.2.3 (Survival of Obligations), Section 12 (Miscellaneous)
      shall survive the termination of this Agreement for any
      reason.

            


    

     

    
      	
              Section
      10.

            	
              Cleaning
      of Kegs

            


    

     

    
      	
              10.1

            	
              Cleaning
      Responsibilities of Brewer.

            


    

     

    Brewer
acknowledges that the MicroStar Kegs to be delivered to Brewer pursuant to this
Agreement will be retrieved and shipped from Wholesaler locations without any
cleaning having been performed.  Brewer agrees to clean all MicroStar
Kegs delivered to Brewer hereunder to a standard which meets or exceeds all
requirements of any existing or future applicable law or
regulation.  Unless a higher standard is demanded by any applicable
law or regulation, the cleaning protocol to be utilized by Brewer shall include
washing standards for either a sterilizing sequence (steam) or a sanitizing
sequence (oxime) and quality control check requirements that are comparable to
and no less strict than the C.I.P.  Sequence set forth in Exhibit "C"
hereto.  Upon entering this Agreement, Brewer shall provide detailed
specifications of its Keg cleaning equipment (to include manufacturer, date of
manufacture, etc.) and current Keg cleaning protocol and sequence times
(collectively with the keg cleaning equipment, the "Keg Cleaning Methodology") and
shall notify MicroStar of any changes to such Keg Cleaning
Methodology.

     

    
      	
              Section
      11.

            	
              Audits;
      Accounting

            


    

     

    
      	
              11.1

            	
              Audit
      Rights of the Parties.

            


    

     

    During
the term of this Agreement and for a period of two (2) years following any
expiration or termination hereof, Brewer will maintain accurate records with
respect to its performance under this Agreement.  From time to time
upon reasonable notice, or upon a reasonable determination by MicroStar that
Brewer has breached this Agreement, MicroStar may inspect the facilities,
systems, books and records of Brewer to verify Brewer's compliance with this
Agreement.  Such inspection will be conducted during normal business
hours.  The costs and expenses incurred by MicroStar in connection
with the inspection will be paid by MicroStar unless the payments to MicroStar
have been less than ninety-eight percent (98%) of the payment owed to MicroStar
during the period covered by the inspection, as determined by the Auditor, in
which case Brewer will be responsible for payment of the fees of the
inspection.  If the audit reveals any underpayment of amounts due
under the Agreement, Brewer will promptly deliver to MicroStar any such
underpayment.  Brewer shall promptly remedy any violation of any term
of this Agreement and shall certify the same to MicroStar in
writing.


     

    
      	
              11.2

            	
              Accounting
      Procedures.

            


    

     

    MicroStar
may specify and may periodically supplement or revise basic accounting
procedures to be implemented by the parties in relation to the transactions
contemplated by this Agreement.  Such accounting procedures shall not
impose any material obligation on Brewer that is not set forth in the body of
this Agreement.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
              Section
      12.

            	
              Miscellaneous

            


    

     

    
      	
              12.1

            	
              Amendment
      and Supplementation.

            


    

     

    This
Agreement may be amended or supplemented only by a written instrument executed
by authorized representatives of MicroStar and Brewer.

     

    
      	
              12.2

            	
              Independent
      Contractor.

            


    

     

    This
Agreement does not constitute or give rise to a partnership between the
parties.  All operations by each party under the terms of this
Agreement are carried on by it as an independent contractor and not as an agent
for the other.

     

    
      	
              12.3

            	
              Third-Party
      Beneficiary Status of MicroStar Under Agreements between Brewer and
      Wholesalers.

            


    

     

    To the
extent necessary to accord MicroStar the full scope of entitlements, rights and
authorities in relation to Brewer's agreements and arrangements with Wholesalers
as contemplated hereby, MicroStar shall be recognized as a third-party
beneficiary of such agreements and arrangements.

     

    
      	
              12.4

            	
              Force
      Majeure.

            


    

     

    Except
for a party's payment obligations under this Agreement, any delay in performance
by either party under this Agreement will not be considered a breach of this
Agreement and will be excused to the extent caused by any occurrence that is
beyond the control of such party if such occurrence directly impairs such
party's ability to perform and is in the nature of earthquakes, famines,
epidemics and other natural disasters or acts of God, war, terrorism, riots or
civil unrest; provided, however, that a party unable to perform because of such
events gives prompt notice to the other party and uses its reasonable efforts to
mitigate the effects of such causes.  Notwithstanding the foregoing,
neither party's financial condition or inability to pay will be a basis for
excusing performance of any of that party's obligations pursuant to this
Agreement.

     

    
      	
              12.5

            	
              Producing
      Brewer/Product Label.

            


    

     

    Brewer
will be responsible for preparing a final label form and requesting and
obtaining a Certificate of Label approval ("COLA") from the Tax and Trade
Bureau.  Additionally, Brewer will be responsible for requesting and
obtaining any and all requisite approvals from the requisite authorities in
states where Brewer's products are distributed in MicroStar
Kegs.  Copies of Certificates or other evidence of Federal and State
label approval, as applicable, shall be furnished to MicroStar upon
request.  Brewer shall ensure that the producing brewer/product
identification materials are attached or affixed in a manner that completely
covers or replaces any prior producer or brewer designation and expressly agrees
not to ship its products in any Kegs which reflect the label of a prior
producer/brewer utilizing such Keg.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
              12.6

            	
              Exclusivity
      of Arrangements.

            


    

     

    During
the term of the Agreement, Brewer shall not utilize the services of any company
engaged in performing the same or substantially similar services to those of
MicroStar under this Agreement.  Without limitation of the foregoing,
Brewer agrees that during the term of this Agreement, Brewer shall not conclude
or enter into any agreement or understanding with any third-party regarding the
purchase, lease or licensing of any kegs (whether of the Sankey type or
otherwise) for use in Brewer's business without written consent from
MicroStar.

     

    
      	
              12.7

            	
              Choice
      of Law; Continental US
Operations.

            


    

     

    This
Agreement and the performance hereof shall be construed in accordance with, and
governed by the internal laws of the state of Colorado without giving effect to
any conflicts of laws, principles that require the application of the law of a
different jurisdiction.  Brewer agrees not to transport the MicroStar
Kegs to be furnished hereunder to any location outside the contiguous
forty-eight states of the United States of America, unless specific written
approval is given by MicroStar in advance.

     

    
      	
              12.8

            	
              Use
      of Pallets.

            


    

     

    MicroStar
and Brewer acknowledge that certain shipments of MicroStar Kegs to and from
Wholesalers may be required to be made on wooden pallets.  All pallets
utilized to transport the MicroStar Kegs covered by this Agreement shall have
standard dimensions of 40" x 48", and if required to be supplied by MicroStar
shall be charged to Brewer at a standard charge of seven dollars ($7.00) per
pallet.  MicroStar will either provide a credit to or pay Wholesalers
who furnish pallets for transportation of MicroStar Kegs at the rate of $7.00
per pallet, if the pallets are in good condition and can sufficiently and safely
support full MicroStar Kegs.

     

    
      	
              12.9

            	
              Notices.

            


    

     

    Notice
and communications required or permitted hereunder shall be in writing and any
communication hereunder shall be deemed to be duly made if actually delivered,
transmitted by facsimile, or mailed, prepaid to the parties as
follows:

     

    
      	
              MicroStar Keg Management, L.L.C.

              7400 East Orchard Rd., Ste. 200

              Greenwood Village, CO 80111

              Attention:  Lauri Honea

              FAX (303) 843-0061

              E-mail:  lhonea@microstarkegs.com

            	
              Mendocino Brewing Company

              1601 Airport Road

              Ukiah, CA 95482

              Attention:  Yashpal Singh

              FAX:  (707)463-2465

              E-mail:  

            


    

    


    A party
may change its address for purposes of this Section 11.10 by giving the other
party written notice of the new address in the manner set forth
above.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
              12.10

            	
              Captions.

            


    

     

    The
headings and captions in this Agreement are for convenience only and shall not
be considered a part of or affect the construction or interpretation of any
provision of this Agreement.

     

    
      	
              12.11

            	
              Exhibits.

            


    

     

    All
Exhibits attached to or referred to in this Agreement are incorporated into and
made a part of this Agreement.

     

    
      	
              12.12

            	
              Waiver.

            


    

     

    All
waivers must be in writing.  Any waiver or failure to enforce a
provision of this Agreement on one occasion will not be deemed to be a waiver of
any other provision or such provision on any other occasion.

     

    
      	
              12.13

            	
              Severability.

            


    

     

    If any
provision of this Agreement is unenforceable, such provision will be deemed
changed and interpreted to accomplish the objectives of such provision to the
greatest extent possible under applicable law and the remaining provisions will
continue in full force and effect.

     

    
      	
              12.14

            	
              Change
      of Control.

            


    

     

    Should
the Brewer experience a Change of Control, MicroStar at its sole discretion may:
(i) agree to continue operating under this Agreement, or (ii) may terminate the
Agreement upon providing written notice to Brewer within 45 days of the
effective date of the Change of Control.  Such continuation must be
confirmed in writing after notice of the Change of Control is
received.

     

    
      	
              12.15

            	
              Assignment.

            


    

     

    Brewer
will not assign or transfer, by operation of law or otherwise, any right or
interest under this Agreement or delegate any of its duties under this Agreement
to any third party without the prior written consent of
MicroStar.  Brewer will be responsible to MicroStar for all work
performed by Brewer's subcontractors including, without limitation, Wholesalers
at any tier.  Any attempted assignment or transfer in violation of the
foregoing will be void.

     

    
      	
              12.16

            	
              Entire
      Agreement.

            


    

     

    This
Agreement and any exhibits attached to this Agreement constitute the final and
entire agreement between the parties with respect to the subject matter thereof
and may not be modified or rescinded except by a writing signed by the Brewer
and MicroStar.  Estimates or forecasts furnished by MicroStar will not
constitute commitments.  The provisions of this Agreement supersede
all contemporaneous oral agreements and all prior oral and written
communications and understandings of the parties with respect to the subject
matter of this Agreement.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    
      	
              12.17

            	
              Counterparts.

            


    

     

    This
Agreement may be executed in counterparts, each of which will constitute an
original, but all of which together will constitute the same
instrument.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    THIS
AGREEMENT is executed on the date set forth below each party's respective
signature.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                MICROSTAR
      KEG MANAGEMENT, L.L.C.

                                              	 	
                                                MENDOCINO
      BREWING COMPANY

                                              
	 	 	 
	
                                                By:

                                              	 
      	 	
                                                By:

                                              	 
      
	 	 	 	 	 
	
                                                Name:

                                              	 
      	 	
                                                Name:

                                              	 
      
	 	 	 	 	 
	
                                                Title:

                                              	 
      	 	
                                                Title:

                                              	 
      
	 	 	 	 	 
	
                                                Date:

                                              	 
      	 	
                                                Date:

                                              	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    EXHIBIT
"A"

     

    Delivery
Location:

     

    1601
Airport Road

    Ukiah, CA
95482


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    EXHIBIT
"B-1"

     

    TO
ONE-SIXTH AND ONE-HALF BARREL

    KEG
MANAGEMENT AGREEMENT

     

    LIST OF xxx xxx xxx xxx xxx
xx

     

    xxx xxx xxx
x

     

    xxx xxx
xxx xxx xxx xxx x

    xxx xxx
xxx xxx xxx xxx xxx xxx xxx xx


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    EXHIBIT
"B-2" TO ONE-SIXTH AND ONE-HALF BARREL

    KEG
MANAGEMENT AGREEMENT

     

    LIST OF xxx xxx xxx xxx xxx
xxx xx

     

    xxx xxx xxx
x

     

    xxx xxx
xxx xxx xxx xxx xxx xxx xxx x

    xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx x

    xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx 

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xxx xxx x

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    xxx xxx 

     

    xxx xxx
xxx xxx xxx xxx xxx x

     

    xxx xxx xxx
x

     

    xxx xxx
xxx xxx xxx 



    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    EXHIBIT
"B-3" TO ONE-SIXTH AND ONE-HALF BARREL

    KEG
MANAGEMENT AGREEMENT

     

    LIST OF xxx xxx xxx xxx xxx
xxx xxx xxx xxx xx

     

    xxx xxx
x

     

    xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx 

     

    xxx xxx xxx
x

     

    xxx xxx
xxx xxx xxx xxx xxx xxx xxx x

     

    xxx xxx
xx

     

    xxx xxx
xxx xxx xxx xxx x

     

    xxx xx

     

    xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx x

    xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx 

     

    xxx xxx
x

     

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xxx xxx xxx xxx xxx xxx xxx xxx x

     

    xxx xxx xxx
x

     

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xxx xxx xxx xxx xxx 

     

    xxx xxx 

     

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xxx xxx xxx xxx xxx xxx xxx 

     

    xxx xxx xxx
x

     

    xxx xxx
xxx xxx xxx xxx xxx 


    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    


    EXHIBIT
"B-4" TO ONE-SIXTH AND ONE-HALF BARREL

    KEG
MANAGEMENT AGREEMENT

     

    LIST OF xxx xxx xxx xxx xxx
xxx xx

     

    xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx xxx
xxx xxx xxx xxx xxx xxx xxx xxx xx


    
      
         


      

      
        B-4

        
          

        

      

      
         


      

    


    EXHIBIT
"B-5" TO ONE-SIXTH AND ONE-HALF BARREL

    KEG
MANAGEMENT AGREEMENT

     

    LIST OF xxx xxx xxx xxx xxx
xxx xxx xxx x

     

    xxx xxx 

     

    xxx xxx
xxx xxx xxx xxx xxx xxx xx


    
      
         


      

      
        B-5

        
          

        

      

      
         


      

    


    EXHIBIT
"C" TO ONE-HALF AND ONE-SIXTH BARREL

    KEG
MANAGEMENT AGREEMENT

     

    MINERAL WASHING/STERILIZING
SEQUENCE (STEAM)

     

    
      
        
          
            
              	
                      WASH
      HEAD

                    	 
      
	 	 
	
                      Purge
      out ullage beer with air until clear.

                    	
                      3
      sec.

                    
	
                      Pre-rinse
      Keg with fresh or recovered water.

                    	
                      8
      sec.

                    
	
                      Purge
      out ore-rinse water with air.

                    	
                      5
      sec.

                    
	
                      Hot
      caustic or acid wash.

                    	
                      12
      sec.

                    
	
                      Low
      flow hot caustic or acid wash

                    	
                      12
      sec.

                    
	
                      Purge
      out hot caustic or acid to recovery tank with air.

                    	
                      6
      sec.

                    
	
                      Final
      rinse Keg with hot water.

                    	
                      12
      sec.

                    
	
                      Low
      flow hot water rinse.

                    	
                      12
      sec.

                    
	
                      Purge
      out hot water rinse with steam.

                    	
                      18
      sec.

                    
	
                      Pressurize
      to 20 p.s.i.g. with steam.

                    	
                      1
      sec.

                    
	
                      Release
      pressure from process head.

                    	
                      1
      sec.

                    
	 
      	 
      
	
                      STERILIZE
      HOLD STATION

                    	 
      
	 	 
	
                      Steam

                    	
                      60
      sec.

                    
	 
      	 
      
	
                      RACKING
      HEAD

                    	 
      
	 	 
	
                      Steam
      conn. head and Keg neck.

                    	
                      5
      sec.

                    
	
                      Steam
      pressure release from Keg.

                    	
                      5
      sec.

                    
	
                      Gas
      purge Keg.

                    	
                      8
      sec.

                    
	
                      Counter
      pressurize to 20 p.s.i.g.

                    	
                      2
      sec.

                    
	
                      Product
      fill.

                    	
                      50
      sec.

                    
	
                      Spear
      out.

                    	
                      1
      sec.

                    
	
                      Water
      scavenge and/or gas scavenge.

                    	
                      5
      sec.

                    


            

          

        

      

    


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    EXHIBIT
"C" TO ONE-HALF AND ONE-SIXTH BARREL

    KEG
MANAGEMENT AGREEMENT

     

    MINERAL WASHING/SANITIZING
SEQUENCE (OXIME*)

     

    
      
        
          
            
              
                
                  	
                          WASH
      HEAD

                        	 
      
	 	 
	
                          Purge
      out ullage beer with air until clear.

                        	
                          3
      sec.

                        
	
                          Pre-rinse
      Keg with Oxime water.

                        	
                          8
      sec.

                        
	
                          Purge
      out Oxime water with air.

                        	
                          5
      sec.

                        
	
                          Hot
      caustic or acid wash.

                        	
                          12
      sec.

                        
	
                          Low
      flow hot caustic or acid wash

                        	
                          12
      sec.

                        
	
                          Purge
      out hot caustic or acid to recovery tank with air.

                        	
                          6
      sec.

                        
	
                          Final
      rinse Keg with Oxime water.

                        	
                          12
      sec.

                        
	
                          Low
      flow Oxime water rinse.

                        	
                          12
      sec.

                        
	
                          Oxime
      water fill.

                        	
                          18
      sec.

                        
	
                          Spear
      out.

                        	
                          1
      sec.

                        
	
                          Purge
      head.

                        	
                          1
      sec.

                        
	 	 
	
                          SANITIZE
      HOLD STATION

                        	 
      
	 	 
	
                          Oxime
      sanitize hold.

                        	
                          60
      sec.

                        
	 	 
	
                          RACKING
      HEAD

                        	 
      
	 	 
	
                          Gas
      purge Oxime water from Keg.

                        	
                          10
      sec.

                        
	
                          Gas
      counter pressurize to 20 p.s.i.g.

                        	
                          2
      sec.

                        
	
                          Product
      fill.

                        	
                          50
      sec.

                        
	
                          Spear
      out.

                        	
                          1
      sec.

                        
	
                          Oxime
      water scavenge and/or gas scavenge

                        	
                          4
      sec.

                        


                

              

            

          

        

      

    

     

    *Comparable
chemical products generally recognized as suitable for the Keg cleaning process
may be substituted for the Oxime product.


    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    


    EXHIBIT
"C" TO ONE-HALF AND ONE-SIXTH BARREL

    KEG
MANAGEMENT AGREEMENT

     

    KEG
PLANT

    QUALITY
CONTROL CHECKS

     

    A.           DETERGENT TANK
TITRATION

     

    The
detergent set, detergent tank(s), Quality Control checks should be made before
starting and at least twice during each eight (8) hour operating shift. Adjust
frequency to meet the Quality Control department "comfort level". The acid
titration level (phosphoric) should be in the range of 0.25% to maximum of 0.4%
v/v and alkali titration level (caustic) in the range of 1.5 to 2.0%
v/v.

     

    B.           KEG WATER CARRY-OVER AND TITRATION
CHECKS

     

    1)           After
the Keg has completed the wash head(s) sequence(s), the Keg must be allowed to
continue through the sterilizing sequence and then rejected (stopped)
immediately prior to commencing the racking head(s) sequence(s). When the Keg is
retrieved at the discharge end of the machine, the Keg can be cooled down by
placing a cold water hose over the outer surfaces (if steam is used). A Quality
Control Keg coupler or funnel coupler (with the C02 and beer check valves
removed) is then used to tap the Keg. The Keg must be inverted to remove the
contents via the C02 port of the coupler by allowing the Keg to drain or forcing
the contents out with air or C02. The condensate or rinse residuals in a 50
liter or 1/2 half barrel Keg normally measures between 40 to 80 ml.. A limit of
100 ml. should be set as a maximum allowable limit. If the levels are in excess
of these amounts then the machine operation must be checked together with that
of the steam quality and relevant steam main condensate traps.

     

    2)           The
condensate obtained from the Keg can be titrated to ensure that there is no acid
and/or alkali carry-over from the wash heads.

     

    NOTE 1:
For this check the pH. of the condensate should be a known factor if steam is
used for purging.

     

    NOTE 2:
This check should be carried out once a day for each machine lane and then
reduced to the Quality Control department "comfort level".

     

    3)
Another Keg is used to do a similar check after it has been allowed to complete
the sequences through the racker head(s) up to the point of immediately prior to
commencing the beer filling sequence. Reject the Keg prior to starting the beer
filling sequence and remove the conveyor after discharging from the machine.
When checking for the quantity of condensate present in the Keg, it should be
less than 15 ml.

     

    NOTE:  This
check should be carried out once a day for each machine lane and then reduced to
the Quality Control department "comfort level".


    
      
         


      

      
        C-3

        
          

        

      

      
         


      

    


    EXHIBIT
"C" TO ONE-HALF AND ONE-SIXTH BARREL

    KEG
MANAGEMENT AGREEMENT

     

    C.           MICROBIOLOGICAL CHECKS TO THE
KEG

     

    Introduce
a liter of sterile liquid, (preferably beer), into a Keg having completed the
sequence as described in Procedure 3) above, via a sterilized Keg valve and
"funnel" coupler. This allows the Keg to be checked for microbial integrity by
removing 250 ml. of the sterile liquid into a sterile flask. Split the sample
into two, 100 ml. samples via Millipore type membranes, plate and incubate the
membranes on agar suitable for aerobic and anaerobic organisms.

     

    Methods
of doing this vary slightly. The main objective, however, is to ensure that
consistency in sampling is maintained, i.e. having introduced the sterile liquid
into the Keg, each Keg should be rotated a set number of times to ensure all
surfaces have been covered equally before it is extracted. A known quantity
should always go into the Keg and a known quantity should always be extracted,
filtered and plated.

     

    NOTE 1:
This procedure should be carried out at least once every two weeks.

     

    NOTE: 2:
Funnel couplers can be purchased via IDD to suit your Keg valve
type.

     

    D.           AFTER A C.I.P.
SEQUENCE

     

    After the
C.I.P. sequence, the process mains, bright beer tank and racker connection
head(s), can be swabbed and checked for visual cleanliness to ensure that the
cleaning operation frequencies are effective and adequate.

     

    NOTE:
This should be carried out at least once a week.

     

    E.           BEER STABILITY
SAMPLING

     

    Samples
are taken from the bright beer tank and Keg at a frequency laid down by the
brewery Quality Control department. A suitable stability test is to set aside a
Keg of beer from the leg line after filling and "forcing" the contents by
leaving the Keg in an environment of 70° F. (21 °C). Taste, odor and clarity
tests can then be taken after 72 hours and at regular durations thereafter as
desired to suit the Quality Control department's standards.

     

    SUMMARY

     

    It is
possible to determine the following about the Keg machine function and cleaning
procedures from the aforementioned.

     

    1)           The
wash water and detergent is being cleared from the Keg by the final C02 or steam
purge sequence on the final wash head.

     

    2)           The
final rinse water on the final wash head is removing the detergent residual from
the Keg.


    
      
         


      

      
        C-4

        
          

        

      

      
         


      

    


    EXHIBIT
"C" TO ONE-HALF AND ONE-SIXTH BARREL

    KEG
MANAGEMENT AGREEMENT

     

    3)           The
C02 purge is removing the condensate trace from the Keg on the racker head prior
to filling with beer.

     

    4)           The
microbial integrity, via steam sterilizing or Oxime (C102) sanitizing of the Keg
is being achieved.

     

    5)           The
separate plant C.I.P. sequence is effective in removing all traces of beer
protein and other residuals from the Keg plant connection head(s) and piping
system(s).

     

    6)           The
cleanliness and microbial integrity is being maintained by the separate plant
C.I.P. regime.



    
      
         


      

      
        C-5

        
          

        

      

      
         


      

    


    EXHIBIT
"D" TO ONE-HALF AND ONE-SIXTH BARREL

    KEG
MANAGEMENT AGREEMENT

     

    Mendocino
Brewing Company

    1601
Airport Road

    Ukiah, CA
95482

    Attention:
Yashpal Singh

     

    RE: Keg
Purchase Terms Pursuant to Section 9.2 of Keg Management Agreement

     

    MicroStar
Keg Management, L.L.C. ("MicroStar") and Mendocino
Brewing Company ("Mendocino") are
parties to a Keg Management Agreement dated effective September 1st , 2009. Kegs
determined to be the Keg Purchase Quantity will be priced at the net book value
plus 15% ("NBV") of the
keg. The following table specifies the prices at which individual Kegs are to be
valued for purchase by Mendocino pursuant to Section 9.2 of the Keg Management
Agreement:

     

    
      	
               

              AGE
      OF KEGS (YEARS)

            	 	
              VALUE

            
	 	
              HALF
      BARREL

            	 	
              ONE-SIXTH
      BARREL

            
	
              0
      TO 1.0

            	 	
              NBV

            	 	
              NBV

            
	
              1.1
      to 2.0

            	 	
              NBV

            	 	
              NBV

            
	
              2.1
      to 3.0

            	 	
              NBV

            	 	
              NBV

            
	
              3.1
      to 4.0

            	 	
              NBV

            	 	
              NBV

            
	
              4.1
      to 5.0

            	 	
              NBV

            	 	
              NBV

            
	
              5.1
      to 6.0

            	 	
              NBV

            	 	
              NBV

            
	
              6.1
      to 7.0

            	 	
              NBV

            	 	
              NBV

            
	
              7.1
      to 8.0

            	 	
              NBV

            	 	
              NBV

            
	
              8.1
      to 9.0

            	 	
              NBV

            	 	
              NBV

            
	
              9.1
      to 10.0

            	 	
              NBV

            	 	
              NBV

            
	
              10.1
      to 11.0

            	 	
              NBV

            	 	
              NBV

            
	
              11.1
      to 12.0

            	 	
              NBV

            	 	
              NBV

            
	
              12.1
      to 13.0

            	 	
              NBV

            	 	
              NBV

            
	
              13.1
      to 14.0

            	 	
              NBV

            	 	
              NBV

            
	
              14.1
      to 15.0

            	 	
              NBV

            	 	
              NBV

            
	
              Over
      15.0

            	 	
              TBD

            	 	
              TBD

            


    

     

    The
specified values are subject to verification by Mendocino of each Keg's
condition at time of purchase as being in good working order without unusual or
excessive wear and/or unusual or excessive body, neck, valve or chimb damage.
Mendocino may refuse to purchase any Keg that does not conform to the above
conditions.


    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    


    The Kegs
to be purchased pursuant to Section 11.6 shall be such Kegs as are then
currently available for disposition by MicroStar Keg Management, L.L.C. and it
is understood by the parties hereto that the age of the Kegs which may then be
available cannot presently be ascertained. The requisite quantities of Kegs
shall be delivered monthly in prorated portions by MicroStar Keg Management,
L.L.C. to Mendocino over an approximate three (3) month period. After
confirmation of delivery of conforming Kegs, a Bill of Sale will be delivered
assigning title to Mendocino free and clear of any lien or security interest and
Mendocino shall contemporaneously remit payment for all Kegs so
purchased.

     

    This
joint memorandum shall serve to confirm that the foregoing valuations shall
apply in the case of a purchase right/obligation accruing upon
termination.



    
      
         


      

      
        D-2

        
          

        

      

      
         


      

    


    EXHIBIT
"E"

     

    BILL
OF SALE

    


    Not
applicable.


    
      
         


      

      
        E-1

        
          

        

      

      
         


      

    


    EXHIBIT
"F"

     

    FORM
OF LETTER

     

    MicroStar

    KEG
MANAGEMENT

    


    Re:
MicroStar Keg Management Program

     

    Dear
Warehouse Manager:

     

    MicroStar
is the owner and provider of stainless steel kegs for brewery draft
products.  The purpose of this letter and enclosed material is to
introduce ourselves to you and to describe the processes and requirements we use
to create maximum efficiencies and profitability for wholesalers and brewers
alike.

     

    Breweries
utilize the MicroStar keg management program because it provides numerous
benefits that allow them to focus on the marketing and sale of their products
and eliminates their need to track and retrieve kegs.  Wholesalers can
realize the following benefits:

     

    
      	
               
      

            	
              ●

            	
              The
      wholesaler only has to coordinate empty keg pickup with one entity
      (MicroStar) instead of each brewer, thereby reducing your administrative
      requirements.

            


    

     

    
      	
               
      

            	
              ●

            	
              All
      empty MicroStar kegs, regardless of brewer, can be stored together while
      awaiting shipment by MicroStar, thereby reducing the square footage of
      warehouse space that you need to allocate to empty
  kegs.

            


    

     

    
      	
               
      

            	
              ●

            	
              Because
      MicroStar has brewers located in close proximity to your warehouse, we are
      able to more rapidly assemble and transport empty kegs, providing you with
      the more frequent return of your keg deposits and warehouse
      space.

            


    

     

    The keg
deposit charge and refund for each MicroStar keg is $xxx xxx x, invoiced by
MicroStar.

     

    
      	
               
      

            	
              ●

            	
              Widmer
      Brothers Brewing utilizes MicroStar kegs, however, the deposits for these
      kegs are charged and refunded by Widmer.  It is important to
      indicate on the keg shipping forms, (enclosed), the number of Widmer kegs
      you are returning.  MicroStar will issue credits to Widmer up to
      the number of kegs our records indicate have been shipped from
      Widmer.

            


    

     

    MicroStar's
assets are our kegs.  We request each wholesaler provide us with
certain information on a regular basis, as described in the enclosed
material.  Please discuss this information with all appropriate people
involved, including dock loaders.


    
      
         


      

      
        F-1

        
          

        

      

      
         


      

    


    EXHIBIT
"F"

     

    FORM
OF LETTER

     

    We are
always available to discuss any aspect of our program and to evaluate any method
for improving our system.  Please review the enclosed list of contact
people to determine who to contact.  We look forward to a mutually
beneficial, long term relationship with you.

     

    Ann
Watkin

    Billing
Manager

    303-468-9496

    


    
      
        	
                7400
      East Orchard Road, Suite 200

              	
                Greenwood
      Village, CO 80111

              	
                United
      States

              
	
                Phone
      Number: 303.220.7777

              	
                Fax
      Number: 303.843.0061

              	
                Toll
      Free: 800.245.2200

              
	
                www.microstarkegs.com

              	 
      	 
      


      

    


    
      
         


      

      
        F-2