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                                  EXHIBIT 10-5
                                  ------------

                                    MORTGAGE
                                    --------



         This MORTGAGE, made the 15th day of December, 2000 between HIGH FALLS
BREWING COMPANY, LLC, a limited liability company organized and existing under
the laws of the State of New York, with an office and place of business at 445
St. Paul Street, Rochester, New York 14605 (herein called the "MORTGAGOR"), and
THE GENESEE BREWING COMPANY, INC., a New York corporation with its principal
office at 445 St. Paul Street, Rochester, New York 14605 (herein called the
"MORTGAGEE").

         W I T N E S S E T H, to secure the payment of an indebtedness in the
sum of THREE MILLION AND NO/100 DOLLARS ($3,000,000.00) lawful money of the
United States to be paid with interest thereon to be computed from the date
hereof, to be paid according to a certain bond, note, or obligation bearing even
date herewith (the "NOTE"), the Mortgagor hereby mortgages to the Mortgagee the
premises described in SCHEDULE "A" attached hereto and made a part hereof
(herein called the "MORTGAGED PREMISES" or "PREMISES").

         TOGETHER with all the right, title and interest of the Mortgagor in and
to any and all unearned premiums accrued, accruing or to accrue under any and
all insurance policies now or hereafter obtained by the Mortgagor on the
Mortgaged Premises,

         TOGETHER with the appurtenances and all the estate and rights of the
Mortgagor in and to said Premises,

         TOGETHER with all and singular the tenements, hereditaments, and
appurtenances belonging or in any way appertaining to said Premises, and the
reversion and reversions, remainder and remainders, rents, issues and profits
thereof.

         TOGETHER with and including any and all strips and gores of land
adjoining or abutting said Premises,

         TOGETHER with all right, title, and interest of the Mortgagor in and to
the land lying in the bed of any street, road, avenue or alley, open or
proposed, in front of, running through or adjoining said Premises,

         TOGETHER with all buildings, structures, and improvements now or at any
time hereafter erected, constructed or situated upon the Premises, and all
fixtures and equipment and other personal property (and the proceeds thereof)
now or hereafter affixed to or constituting a portion of the Premises or used in
the operation of the buildings standing on said Premises, together with any and
all replacements thereof and additions thereto,

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                                Page 126 of 272

         TOGETHER with all awards heretofore and hereafter made to the Mortgagor
for taking by eminent domain the whole or any part of said Premises or any
easement therein, including any awards for changes of grade of streets, which
said awards are hereby assigned to the Mortgagee, who is hereby authorized to
collect and, except as provided herein, receive the proceeds of such awards and
to give proper receipts and acquittances therefor, and to apply the same toward
the payment of the mortgage debt, notwithstanding the fact that the amount owing
thereof may not then be due and payable; and the said Mortgagor hereby agrees,
upon request, to make, execute and deliver any and all assignments and other
instruments sufficient for the purpose or assigning said awards to the
Mortgagee, free, clear, and discharged of any encumbrances of any kind or nature
whatsoever,

         This is a purchase money mortgage.

         The Mortgagor covenants with the Mortgagee that:

         PAY INDEBTEDNESS. The Mortgagor will pay the indebtedness secured
hereby with interest thereon as herein provided and according to the Note, and
if default shall be made in the payment of part thereof, the Mortgagee shall
have power to foreclose this Mortgage and sell the Mortgaged Premises according
to law. In addition to and not in limitation of the foregoing, Mortgagee may,
either with or without entry or taking possession of the mortgaged property as
provided in this Mortgage or otherwise, personally or by its agents or
attorneys, and without prejudice to the right to bring an action for foreclosure
of this Mortgage, sell the mortgaged property or any part thereof pursuant to
any procedures provided by applicable laws, including, without limitation, the
procedures set forth in Article 14 of the New York Real Property Actions and
Proceedings Law (and any amendments or substitute statutes in regard thereto),
and all estate, right, title, interest, claim and demand therein, and right of
redemption thereof, at one or more sales as an entity or in parcels, and at such
time and place upon such terms and after such notice thereof as may be required
or permitted by applicable law.

         INSURANCE. The Mortgagor will keep the buildings on the Premises and
the fixtures and articles of personal property covered by the Mortgage insured
against loss by fire and other hazards, casualties and contingencies, including
flood insurance if required by law, regulation or Mortgagee, for the benefit of
the Mortgagee in an amount not less than the unpaid principal balance due
hereunder. The fire insurance policy as required hereby shall contain the usual
extended coverage endorsement and shall provide for twenty (20) days written
notice to Mortgagee prior to cancellation. In addition thereto the Mortgagor
within thirty (30) days after notice and demand will keep the Premises insured
against war risk and any other hazard that may reasonably be required by law,
regulation or Mortgagee. The Mortgagor will assign and deliver said policies to
the Mortgagee and the Mortgagor will reimburse the Mortgagee for any premiums
paid for the insurance made by the Mortgagee on the Mortgagor's default in so
insuring the buildings or in so assigning and delivering the policies. All the
provisions of this paragraph or of any other provisions of the Mortgage
pertaining to fire insurance or any other additional insurance which may be
required hereunder shall be construed in accordance with Section 254 Subdivision
4 of the

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                                Page 127 of 272

New York Real Property Law, but, said section to the contrary notwithstanding,
the Mortgagor consents that the Mortgagee may without qualification or
limitation by virtue of said section, retain and apply the proceeds of any such
insurance in satisfaction or reduction of the Mortgage, or it may at its
election pay the same, either in whole or in part, to the Mortgagor or his heirs
or assigns for the repair or replacement of the buildings or of the insured
articles of personal property or for any other purpose or object satisfactory to
the holder of the Mortgage, and if the Mortgagee shall receive and retain such
insurance money, the lien of the Mortgage shall be affected only by a reduction
of the amount of such lien by the amount of such insurance money received and
retained by the Mortgagee.

         ALTERATIONS, DEMOLITION OR REMOVAL. Except for improvements on the
Gallina property and the actions described in the following sentence, no
building, fixtures or personal property covered by the Mortgage shall be
removed, demolished, or substantially altered without the prior written consent
of the Mortgagee. Mortgagor may remove, demolish or substantially alter those
improvements necessary to relocate the rail line on the Premises due to the
condition of the CSX trestle, provided that Mortgagor performs and completes
such relocation so that rail service to the Premises is restored with all
reasonable dispatch (the "Railway Relocation").

         WASTE, MAINTENANCE AND REPAIRS. The Mortgagor will not commit any waste
on the Premises or make any change in the use of the Premises which will in any
way increase any ordinary fire or other hazard arising out of construction or
operation. The Mortgagor will keep and maintain or cause to be kept and
maintained all buildings and other improvements now or at any time hereafter
erected upon or constituting any portion of the Mortgaged Premises, and the
sidewalks and curbs abutting the same, in good order and condition and in a
rentable and tenantable state or repair, and will make or cause to be made, as
and when the same shall become necessary, all structural and non-structural
exterior and interior, ordinary and extraordinary, foreseen and unforeseen
repairs, renewals, and replacements necessary to that end. In the event that the
Mortgaged Premises shall be damaged or destroyed in whole or in part, by fire or
any other casualty, or in the event of a taking of a portion of the Mortgaged
Premises as a result of any exercise of the power of eminent domain, the
Mortgagor shall promptly restore, replace, rebuild or alter the same as nearly
as possible to the condition they were in immediately prior to such fire, other
casualty or taking, provided Mortgagor is allowed to retain and use the proceeds
of any insurance covering such loss or the condemnation proceeds relating to
such taking. Although damage to or destruction of the Mortgaged Premises, or any
portion thereof, shall not of itself constitute a default hereunder, the failure
of the Mortgagor promptly to restore, replace, rebuild, or alter the same, as
hereinabove provided, shall constitute a default hereunder but only if the
amount of the insurance proceeds or condemnation award or settlement recovered
in connection with such damage or destruction has been paid to Mortgagor or to
the contractors retained by Mortgagor to perform the restoration, replacement or
rebuilding. The Mortgagor covenants that it will give to the Mortgagee prompt
written notice of any damage or injury to the Mortgaged Premises and will give
like notice to the Mortgagee of the commencement of any condemnation proceeding
affecting the whole or any portion of Mortgaged Premises. The

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Mortgagor shall have the right, at any time and from time to time, to remove and
dispose of building service equipment which may have become obsolete or unfit
for use or which is no longer useful in the operation of the building now or
hereafter constituting a portion of the Mortgaged Premises. The Mortgagor agrees
promptly to replace with other building service equipment, free of superior
title, liens or claims, not necessarily of the same character but of at least
equal usefulness and quality, any such building service equipment so removed or
disposed of, except that, if by reason of technological or other developments in
the operation and maintenance of buildings of the general character of the
building constituting a portion of the Mortgaged Premises, no replacement of the
building service equipment so removed or disposed of is necessary or desirable
in the proper operation or maintenance of said building, the Mortgagor shall not
be required to replace the same.

         TAXES, ASSESSMENTS, ETC. The Mortgagor will pay all taxes, assessments,
insurance premiums, sewer rents, or water rates, and in default thereof, the
Mortgagee may pay the same. Any sums so advanced by the Mortgagee shall bear
interest at the maximum legal rate of interest at the time of such advance or at
the highest rate of interest set forth herein or in the Note, whichever is
greater, and any such sum and the interest thereon shall be a lien on said
Premises, prior to any right, or title to, interest in or claim upon said
Premises, or accruing subsequent to the lien of the Mortgage and shall be deemed
secured hereby. Upon written request from Mortgagee, Mortgagor shall deliver to
Mortgagee receipted tax bills showing payment of all taxes on the Premises
within the applicable grace period.

         ESTOPPEL STATEMENT. The Mortgagor within five (5) days upon request in
person or within ten (10) days upon request by mail will furnish a written
statement duly acknowledged of the amount due on the Mortgage and whether any
offsets or defenses exist against the Note and Mortgage.

         MORTGAGEE MAY CURE MORTGAGOR'S DEFAULTS. The Mortgagor covenants and
agrees with the Mortgagee that the holder of the Mortgage may cure any default
of Mortgagor on the Mortgage or any prior or subsequent mortgage, including
payment of any installments of principal and interest or part thereof, and that
all costs and expenses, including reasonable attorneys' fees together with
interest thereon at the highest rate of interest set forth herein or in the Note
secured by the Mortgage, whichever is the greater, paid by the Mortgagee in so
curing said default, shall be repaid by the Mortgagor to the Mortgagee on demand
and the same shall be deemed to be secured by the Mortgage and to be collectible
in like manner as the principal sum.

         WARRANTY OF TITLE. The Mortgagor warrants the title to the Premises and
will execute any further assurance of the title to the Premises as Mortgagee may
require.

         LIEN LAW COVENANT. The Mortgagor will, in compliance with Section 13 of
the New York Lien Law, receive the advances secured hereby and will hold the
right to receive such advances as a trust fund to be applied first for the
purpose of paying the cost

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                                Page 129 of 272

of the improvement and will apply the same first to the payment of the cost of
the improvements before using any part of the total of the same for any other
purpose.

         ESCROW FOR TAXES/INSURANCE. The Mortgagee may request at any time after
a default by Mortgagor in payment when due of property taxes and/or insurance
premiums on the Mortgaged Premises that, in addition to the monthly payments of
principal and interest, the Mortgagor will pay monthly to the Mortgagee on or
before the first day of each and every calendar month, until the Note is fully
paid, a sum equal to one-twelfth (1/12th) of the known or estimated yearly
taxes, assessments, liens and charges levied or to be levied against the
Mortgaged Premises and/or premiums for insurance held or required by Mortgagee.
The Mortgagee shall hold such payments in trust without obligation to pay
interest thereon, except such interest as may be made mandatory by law or
regulation, to pay such taxes, assessments, liens, charges and insurance
premiums within a reasonable time after they become due. If the total of
payments made by the Mortgagor for taxes, assessments, liens, charges and
insurance premiums shall exceed the amount of payments actually made by the
Mortgagee, such excess shall be credited by the Mortgagee on subsequent payments
to be made by the Mortgagor. If the total of payments made by the Mortgagor for
taxes, assessments, liens, charges and insurance premiums shall not be
sufficient to pay therefor, then the Mortgagor shall pay to the Mortgagee any
amount necessary to make up the deficiency on or before the date when such
amounts shall be due.

         LATE CHARGES. If any payment required to be made under the Mortgage or
the Note or the obligations secured by the Mortgage shall be overdue in excess
of ten (10) days, a late charge of the lesser of $150 or $.06 of each $1.00 so
overdue will be paid by the Mortgagor for the purpose of defraying the expenses
incident to handling such delinquent payments.

         ACCELERATION OF PRINCIPAL ON TRANSFER, ETC. The principal sum with
interest thereon shall become immediately due and payable, upon the voluntary or
involuntary conveyance or transfer by operation of law or otherwise of all or
any part of the Mortgaged Premises, or any interest or estate therein, including
lease and conveyance by land contract. Acceptance of payments by the Mortgagee
subsequent to any such conveyance, transfer, or encumbering shall not be deemed
a waiver of any of the Mortgagee's rights.

         ACCELERATION OF PRINCIPAL ON DEFAULT, ETC. The whole of the principal
sum and interest shall become due at the option of the Mortgagee, after (a)
default in the payment of any installment of principal or of interest for thirty
(30) days; or, (b) default in the payment of any tax, water rate, assessment,
insurance premiums, or sewer rent for thirty (30) days after notice and demand
or default after notice and demand either in assigning and delivering the
policies insuring the buildings against any casualty or in reimbursing the
Mortgagee for premiums paid on such insurance, as herein provided; or (c)
default upon request in furnishing a statement of the amount due and whether any
offsets or defenses exist against the mortgage debt, as herein provided; or (d)
failure to exhibit to the Mortgagee, within ten (10) days after demand, receipts
showing payment of

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                                Page 130 of 272

all taxes, water rates, sewer rents and assessments; or (e) except for the
removal of the improvements on the Gallina property or the actions with respect
to the Railway Relocation described in ALTERATIONS, DEMOLITION OR REMOVAL above,
the actual or threatened alteration, demolition or removal of any improvement on
the Premises without the written consent of the Mortgagee; or (f) the assignment
of the rents of the Premises or any part thereof without the written consent of
the Mortgagee; or (g) the buildings on said Premises are not maintained in
reasonably good repair; or (h) failure to comply with any requirement or order
or notice of violation of law or ordinance issued by any governmental department
claiming jurisdiction over the Premises within two (2) months from the issuance
thereof; or (i) refusal of two or more fire insurance companies lawfully doing
business in the State of New York to issue policies insuring the buildings on
the premises; or (j) the removal, demolition or destruction in whole or in part
of any of the fixtures, chattels or articles of personal property covered
hereby, unless the same are promptly replaced by similar fixtures, chattels and
articles of personal property at least equal in quality and condition to those
replaced, free from security interests or other encumbrances thereon and free
from any reservation of title thereof, or unless prior written approval has been
obtained from Mortgagee; or (k) thirty (30) days notice to the Mortgagor, in the
event of the passage of any law deducting from the value of land for the
purposes of taxation any lien thereon, or changing in any way the laws for the
taxation of mortgages or debts secured thereby for state or local purposes; or
(1) the Mortgagor fails to keep, observe and perform within thirty (30) days
after notice any of the other covenants, conditions or agreements contained in
the Mortgage; or (m) use of said Premises for any unlawful purpose or public or
private nuisance; or (n) the Mortgagor commits or permits waste; or (o) any
default under any mortgage or other lien on the Premises or any default under
any other note, loan agreement or other instrument evidencing Mortgagor's
indebtedness to Mortgagee; or (p) the Mortgagor is no longer personally liable
for repayment of the indebtedness secured hereby.

         NOTICES. Notice and demand to or request upon the Mortgagor shall be in
writing and, if in writing, may be served in person or by registered or
certified mail, return receipt requested.

         APPOINTMENT OF RECEIVER. The Mortgagee, in any action to foreclose the
Mortgage, shall be entitled, without notice or demand and without regard to the
adequacy of any security for the indebtedness hereby or the solvency or
insolvency of any person liable for the payment thereof, to the appointment of a
receiver of the rents, issues and profits of the Mortgaged Premises.

         SALE IN ONE PARCEL. In case of a foreclosure sale, said Premises, or so
much thereof as may be affected by the Mortgage, may be sold in one parcel, any
provision of law to the contrary notwithstanding. In addition to and not in
limitation of the foregoing, Mortgagee may, either with or without entry or
taking possession of the mortgaged property as provided in this Mortgage or
otherwise, personally or by its agents or attorneys, and without prejudice to
the right to bring an action for foreclosure of this Mortgage, sell the
mortgaged property or any part thereof pursuant to any procedures provided by
applicable laws, including, without limitation, the procedures set forth in

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Article 14 of the New York Real Property Actions and Proceedings Law (and any
amendments or substitute statutes in regard thereto), and all estate, right,
title, interest, claim and demand therein, and right of redemption thereof, at
one or more sales as an entity or in parcels, and at such time and place upon
such terms and after such notice thereof as may be required or permitted by
applicable law.

         ASSIGNMENT OF RENTS. The Mortgagor hereby absolutely and
unconditionally assigns, transfers and conveys to the Mortgagee the rents,
issues, and profits of the Premises as further security for the payment of the
Note, it being the intention of Mortgagor and Mortgagee that this assignment be
treated and construed as an absolute assignment and not an assignment for
additional security only. The Mortgagor further grants to the Mortgagee the
right to enter upon and to take possession of the Premises for the purpose of
collecting the same and to let the Premises or any part thereof, and to apply
the rents, issues and profits, after payment of all necessary charges and
expenses, on account of the Note. This assignment and grant shall continue in
effect until the Note is paid. The Mortgagee hereby waives the right to enter
upon and to take possession of the Premises for the purpose of collecting the
rents, issues, and profits, and the Mortgagor shall be entitled to collect and
receive the rents, issues and profits as trustee for the benefit of Mortgagee
and Mortgagor until default under any of the covenants, conditions, or
agreements contained in the Mortgage; Mortgagor agrees to use such rents, issues
and profits in payment of principal and interest and in payment of taxes,
assessments, sewer rents, water rates, and carrying charges against the
Premises, but such right of the Mortgagor may be revoked by the Mortgagee upon
any default, on five (5) days written notice. The Mortgagor will not, without
the written consent of the Mortgagee, receive or collect rent from any tenant of
the Premises or any part thereof for a period of more than one month in advance,
and in the event of any default under the Mortgage will pay monthly in advance
to the Mortgagee, or to any receiver appointed to collect the rents, issues and
profits, the fair and reasonable rental value for the use and occupation of the
Premises or of such part thereof as may be in the possession of the Mortgagor,
and upon default in any such payment will vacate and surrender the possession of
the Premises to the Mortgagee or to such receiver, and in default thereof may be
evicted by summary proceedings. Mortgagor shall and does hereby agree to
indemnify and hold Mortgagee and its representatives harmless of and from any
and all liability, loss of damage which Mortgagor or its representatives may or
might incur under or by reason of (a) any tenant of the Premises, (b) this
Mortgage, (c) any action taken by Mortgagee or its representatives hereunder,
unless constituting willful misconduct or gross negligence, or (d) claims and
demands which may be asserted against Mortgagee or its representatives by reason
of any alleged obligations or undertakings on its or their part to perform or
discharge any of the terms, covenants or agreements contained in any lease
affecting the Premises. This Mortgage shall not operate to place upon Mortgagee
any responsibility for the management, operation or maintenance of the Premises,
and the execution of this Mortgage by Mortgagor shall constitute conclusive
evidence that all responsibility for the management, operation and maintenance
of the Premises is, shall be and shall remain that of Mortgagor, in the absence
of the taking of actual possession of the Premises by Mortgagee. The provisions
of the foregoing indemnification obligation shall survive the

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                                Page 132 of 272

assignment or repayment of the Note, the assignment, satisfaction, foreclosure
or other termination of this Mortgage and the sale or other transfer or
conveyance of the Premises.

         SECURITY AGREEMENT. The Mortgage constitutes a security agreement under
the Uniform Commercial Code and creates a security interest in all fixtures and
equipment and other personal property (and the proceeds thereof) now or
hereafter affixed to or constituting a portion of the Premises. Mortgagor shall
execute, deliver, file and refile any financing statement, continuation
statements, or other security agreements Mortgagee may require from time to time
to confirm the lien of the Mortgage with respect to such property. Without
limiting the foregoing, Mortgagor hereby irrevocably appoints Mortgagee and its
successors in interest as attorney-in-fact of Mortgagor to execute, deliver and
file such instruments, for and on behalf of Mortgagor.

         ANTI-MARSHALLING. The Mortgagee may resort for the payment of any
indebtedness, liability, or obligation secured hereby to its several securities
therefor, in such order and manner as it may see fit, and the Mortgagee may
maintain an action to foreclose the Mortgage notwithstanding the pendency of any
action to recover any part of the indebtedness secured hereby, or the recovery
of any judgment in such action. The Mortgagee shall not be required during the
pendency of any action to foreclose the Mortgage, to obtain leave of any court
in order to commence or maintain any other action to recover any part of the
indebtedness secured hereby.

         The Mortgagee shall also have the right in the event of default under
the Mortgage or the obligation secured hereby to proceed against any or all
interests of the Mortgagor and the Mortgagor agrees that the Mortgagee shall
have the right to elect in writing not to cut off any interest that any
Mortgagor might have and in the event that Mortgagee shall so elect, Mortgagor
agrees that all of its duties and obligations as to such interest shall
continue.

         COMPLIANCE WITH LAWS, ETC. The Mortgagor will comply with, or cause
compliance with, all present and future laws, ordinances, rules, regulations,
zoning and other requirements of all governmental authorities whatsoever having
jurisdiction of or with respect to the Mortgaged Premises or any portion thereof
or the use or occupation thereof; provided, however, that the Mortgagor may
postpone such compliance if and so long as the validity or legality of any such
governmental requirement shall be contested by the Mortgagor, with diligence and
in good faith, by appropriate legal proceedings.

         COMPLIANCE WITH ZONING, ETC. The Mortgagor covenants: (a) that, to the
best of its knowledge, the buildings and improvements now on the Mortgaged
Premises are in full compliance with all applicable zoning codes, ordinances and
regulations and deed restrictions, if any; and (b) buildings or improvements
hereafter constructed on such Premises shall be in compliance as in (a) hereof
provided, shall lie wholly within the boundaries of such Premises and, shall be
independent and self-contained operating units (except for utility lines and
conduits coming directly to the Premises from a public road or from a private
road an easement over which for the maintenance of such utilities is covered by
the lien hereof).

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                                Page 133 of 272

         LEGAL EXPENSES. If any action or proceeding be commenced (except an
action to foreclose the Mortgage or to collect the debt secured thereby), to
which action or proceeding the Mortgagee is made a party, or in which it becomes
necessary to defend or uphold the lien of the Mortgage, all sums paid by the
Mortgagee for the expense of any litigation to prosecute or defend the rights
and lien created by the Mortgage (including reasonable counsel fees), shall be
paid by the Mortgagor, together with interest thereon at the legal rate of
interest at the time of said payment or at the highest rate of interest set
forth herein or in the Note secured by the Mortgage, whichever is greater, and
any such sum and interest thereon shall be a lien on said Premises, prior to any
right, or title to, interest in or claim upon said Premises attaching or
accruing subsequent to the lien of the Mortgage, and shall be deemed to be
secured by the Mortgage.

                  If the Mortgage is referred to attorneys for collection or
foreclosure, the Mortgagor shall pay all sums, including attorneys' fees,
incurred by the Mortgagee, together with all statutory costs, disbursements, and
allowances, with or without the institution of an action or proceeding. All such
sums with interest thereon at the rate set forth herein shall be deemed to be
secured by the Mortgage and collectible out of the Mortgaged Premises.

         INTEREST ON CONDEMNATION AWARD. In the event of condemnation, or taking
by eminent domain, the Mortgagee shall not be limited to the interest paid on
the award by the condemning authority but shall be entitled to receive out of
the award interest on the entire unpaid principal sum at the rate herein
provided; the Mortgagor does hereby assign to the Mortgagee so much of the
balance of the award payable by the condemning authority as is required to pay
such total interest.

         INTEREST IN THE EVENT OF DEFAULT. If default be made in the payment of
the said indebtedness when due, pursuant to the terms hereof, the Mortgagee
shall be entitled to receive interest on the entire unpaid principal sum at the
legal rate of interest at the time of such default or at the highest rate of
interest set forth herein or in the Note secured by the Mortgage, whichever is
the greater, to be computed from the due date and until the actual receipt and
collection of the entire indebtedness. This charge shall be added to and shall
be deemed secured by the Mortgage. The within clause, however, shall not be
construed as an agreement or privilege to extend the Mortgage, nor as a waiver
of any other right or remedy accruing to the Mortgagee by reason of any such
default.

         RENT/BUSINESS INTERRUPTION INSURANCE. The Mortgagor will keep the
buildings and improvements now erected or hereafter to be erected on the
Mortgaged Premises and all personal property and fixtures covered by the
Mortgage insured for the benefit of the Mortgagee against loss of rents or
business income, as the case may be, by reason of fire or other casualties and
in such amounts as may from time to time be required by the Mortgagee and in
companies satisfactory to the Mortgagee, and will assign and deliver to the
Mortgagee such policies of insurance.

<PAGE>
                                Page 134 of 272

         NO SECONDARY FINANCING. Except as allowed by the Asset Purchase
Agreement between Mortgagor and Mortgagee dated August 29, 2000, as amended by
Amendment No. 1 dated December 15, 2000 (together the "Asset Purchase
Agreement"), the Mortgagor will not, without the Mortgagee's prior written
consent, mortgage (including the so-called "wrap-around mortgage"), pledge,
assign, grant a security interest in, cause any lien or encumbrance to attach to
or any levy to be made on the Mortgaged Premises except for (a) taxes and
assessments not yet delinquent and (b) any mortgage, pledge, security interest,
assignment or other encumbrance to the Mortgagee.

         BANKRUPTCY. Upon the making of an assignment for the benefit of
creditors by, or upon the filing of a petition in bankruptcy by or against the
Mortgagor, or any person or corporation who is the guarantor hereof or whose
indebtedness is secured hereby, or upon the application for the appointment of a
receiver of the property of the Mortgagor or any such person or corporation, or
of the property of any person or corporation which may become and be owner of
the Mortgaged Premises, or upon any act of insolvency or bankruptcy of the
Mortgagor or any such person or corporation or of any such subsequent owner, or
upon the legal incapacity of the Mortgagor or any such person or corporation or
owner, or any of them, the whole of said indebtedness of every kind or nature
held by the Mortgagee and now or hereafter secured hereby shall immediately
become due and payable with interest thereon, and Mortgagor and any guarantor(s)
hereby waive presentment, demand of payment, protest, notice of non-payment,
and/or protest of any instrument on which the Mortgagor or such guarantors are
or may become liable now or hereafter secured hereby, and the Mortgagor
expressly agrees that the Mortgagee may release or extend the time of any party
liable on any such obligation without notice and without affecting his
obligation thereon or under this instrument.

         LIENS. Except as provided in the Asset Purchase Agreement, the Premises
shall be kept free and clear from any liens and/or encumbrances of any type and
description. Upon the recording of any lien or encumbrance, and the same not
having been cleared or bonded of record within thirty (30) days after filing
thereof, the entire debt secured hereby shall immediately become due and
payable.

         RIGHT TO INSPECT. The Mortgagee and any persons authorized by Mortgagee
shall have the right, on reasonable notice, to enter and inspect the Mortgaged
Premises at all reasonable times during usual business hours.

         WAIVER. No waiver by the Mortgagee of the breach of any of the
covenants contained in the Note, the Mortgage, or other loan document, or
failure of the Mortgagee to exercise any option given to it, shall be deemed to
be a waiver of any other breach of the same or any other covenant, or of its
rights thereafter to exercise any such option.

         MODIFICATION. No change, amendment, modification, cancellation or
discharge hereof, or any part hereof, shall be valid unless in writing and
signed by the parties hereto or their respective successors and assigns.

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                                Page 135 of 272

         COVENANTS SHALL RUN WITH THE LAND, ETC. The covenants contained in the
Mortgage shall run with the land and bind the Mortgagor, the heirs, personal
representatives, successors and assigns of the Mortgagor and all subsequent
owners, encumbrancers, tenants and subtenants of the Premises, and shall inure
to the benefit of the Mortgagee, the personal representatives, successors and
assigns of the Mortgagee and all subsequent holders of the Mortgage.

         PURCHASE MONEY MORTGAGE. This is a purchase money mortgage for the
amount above stated.

         LIMITED LIABILITY COMPANY MORTGAGOR. The Mortgagor covenants that it is
duly formed and validly existing under the laws of the State of New York, and
that execution of the Mortgage and related instruments is authorized by the
Operating Agreement and/or all members entitled to vote thereon.

         ENVIRONMENTAL REPRESENTATIONS, WARRANTIES AND COVENANTS.

         Mortgagor, after diligent inquiry, makes the following representations,
warranties and covenants which shall survive the closing of this loan:

         1. Mortgagor is and shall remain in material compliance with, and
agrees to cause all operators, tenants, subtenants, licensees and occupants of
the Premises to materially comply with, all applicable environmental laws,
rules, regulations and requirements and agrees to obtain and operate in material
compliance with, and agrees to cause all operators, tenants and subtenants,
licensees and occupants of the Premises to obtain and materially comply with,
all environmental permits, licenses, authorizations, orders and approvals.

         2. Mortgagor shall not cause or permit any change to be made in the
present or intended use of the Premises which would (i) involve the commercial
use of the Premises as a landfill or hazardous and toxic substance or other
waste, generation, treatment, storage or disposal site, (ii) violate any
applicable environmental law, rule, regulation or requirement, or (iii)
constitute non-compliance with any environmental permit, license, authorization
or order reasonably likely to give rise to an adverse environmental condition.

         3. Mortgagor agrees to promptly notify Mortgagee in writing in the
event of any reportable spill or other release or threat of release of any
hazardous or toxic substance on, at or from the Premises or of any accusation or
allegation of any such spill or release and promptly provide Mortgagee with a
copy of all notifications or other communication of whatever nature which it
gives or receives with respect to any past or present release or threat of a
release of any hazardous and toxic substance on, at or from the Premises or any
property adjacent to or within the immediate vicinity of the Premises.

         4. Mortgagor agrees, at its sole cost and expense, to undertake and
complete all investigations, studies, sampling and testing and all removal and
other remedial actions

<PAGE>
                                Page 136 of 272

required of Mortgagor by a governmental authority to contain, remove and clean
up all hazardous and toxic substances that are determined to be present at the
Premises in accordance with all applicable environmental laws, rules,
regulations, requirements and orders, and all environmental permits, licenses
and authorizations, and to promptly pay when due any fines or assessments
against Mortgagor associated therewith.

         5. Mortgagor agrees to allow at all times Mortgagee, Mortgagee's
successors or assigns, and its officers, employees, agents, representatives,
contractors and subcontractors reasonable access to the Premises for the
purposes of ascertaining site conditions, including, but not limited to, a
detailed visual inspection of the Premises, samplings of soil, surface and
groundwater and such other inspection or analysis reasonably necessary or
appropriate to complete this environmental assessment of the Premises.

         6. If at any time Mortgagee reasonably believes that potential
environmental problems exist at the Premises, Mortgagee may require that an
environmental site assessment with respect to the Premises conducted in
accordance with ASTM or another generally accepted standard be prepared by an
environmental engineer or other qualified person mutually acceptable to the
parties, at Mortgagor's expense. If such assessment indicates the release or the
threat of a release of any hazardous and toxic substance on, at or from the
Premises, Mortgagor shall promptly undertake and diligently pursue to completion
all necessary, appropriate and legally required investigative, containment,
removal, clean up and other remedial actions, using methods acceptable to the
appropriate federal, state and local agencies or authorities.

         7. Mortgagor agrees to defend, indemnify and hold harmless Mortgagee,
Mortgagee's successors and assigns, its employees, agents, officers and
directors from and against any claims, actions, demands, penalties, fines,
liabilities, settlements, damages, costs or expenses (including, without
limitation, attorney and consultant fees, investigation and laboratory fees,
court costs and litigation expenses) of whatever kind or nature known or unknown
contingent or otherwise arising out of or in any way related to:

                  A. The disposal, release or threatened release or omission of
any hazardous or toxic substances on the Premises occurring after the date of
this Mortgage;

                  B. Any personal injury (including wrongful death or property
damage, real or personal) arising out of or related to hazardous or toxic
substances arising from the disposal, release, or a threatened release or
emission occurring after the date of this Mortgage;

                  C. Any lawsuit brought or threatened, claim asserted, fine or
penalty assessed, settlement reached or government order given relating to
hazardous or toxic substances released or disposed or emitted after the date of
this Mortgage or to the extent any pre-existing condition was exacerbated by the
Mortgagor after the date of this Mortgage; and/or

<PAGE>
                                Page 137 of 272

                  D. Any violation of any law, order, regulation, requirement,
or demand of any government authority, or any policies or requirements of
Mortgagee, which are based upon or in any way related to hazardous or toxic
substances released, disposed or emitted after the date of this Mortgage and to
the extent such violation arose from the exacerbation of any pre-existing
condition by the Mortgagor after the date of this Mortgage.

         8. Unless waived in writing by Mortgagee, the breach of any of the
covenants and warranties contained in this section shall be an event of default
under the Mortgage.

         9. For purposes of this section, "hazardous and toxic substances,"
includes, without limit, asbestos-containing materials, PCBs, petroleum and
petroleum products, any flammable explosives, radioactive materials, hazardous
materials, hazardous wastes, hazardous or toxic substances or related materials
defined in the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended,
the New York State Environmental Conservation Law, the Resource Conservation and
Recovery Act, as amended, and the regulations adopted and publications
promulgated pursuant thereto. The provisions of this section shall be in
addition to any other obligations and liabilities Mortgagor may have to
Mortgagee at common law, and shall survive the transactions contemplated herein.

         10. Mortgagor agrees to defend, indemnify and hold harmless the
Mortgagee, its successors and assigns, and its officers, directors, employees
and agents, from and against any loss, damage, fine, penalty or expense
(including reasonable attorneys' fees and reasonable costs of investigation)
incurred as a result of any misrepresentation of Mortgagor herein or breach by
Mortgagor, its successors and assigns, of any covenant herein.

         The foregoing representations, warranties and covenants are subject to
and shall be applied in conjunction with Mortgagee's representations, warranties
and covenants under that Asset Purchase Agreement between Mortgagor as Purchaser
and Mortgagee as Seller and dated August 29, 2000. In the event of a conflict
between the provisions of the two agreements, the Asset Purchase Agreement shall
be controlling.

         TAX ON NOTE. That in the event that hereafter it is claimed by any
governmental agency that any tax or other governmental charge or imposition is
due, unpaid and payable by the Mortgagor or the Mortgagee upon the Note (other
than a tax on the interest receivable by the Mortgagee thereunder), the
Mortgagor will upon sixty (60) days prior written notice either (a) pay such tax
and within a reasonable time thereafter deliver to the Mortgagee satisfactory
proof of payment thereof or (b) deposit with the Mortgagee the amount of such
claimed tax, together with interest and penalties thereon, pending an
application for a review of the claim for such tax, and within a reasonable
time, deliver to the Mortgagee either (i) evidence satisfactory to the Mortgagee
that such claim of taxability has been withdrawn or defeated in which event any
such deposit shall be returned to the Mortgagor or (ii) a direction from the
Mortgagor to the Mortgagee to pay the same out of the deposit above mentioned,
any excess due over the

<PAGE>
                                Page 138 of 272

amount of said deposit to be paid by the Mortgagor directly to the taxing
authority and any excess of such deposit over such payment by the Mortgagee to
be returned to the Mortgagor. Upon the failure of the Mortgagor to comply with
the provisions of this Article, the whole of said principal sum and interest
secured by the Mortgage shall at the option of the Mortgagee become due and
payable. If liability for such tax is asserted against the Mortgagee, the
Mortgagee will give to the Mortgagor prompt notice of such claim, and the
Mortgagor, upon complying with the provisions of this Article, shall have full
right and authority to contest such claim of taxability.

         CONSTRUCTION. The word "Mortgagor" shall be construed as if it read
"Mortgagors" and the "Mortgagee" shall be construed as if it read "Mortgagees"
whenever the sense of the Mortgage so requires. This Mortgage shall be governed
by and construed in accordance with the laws of the State of New York.

         CONFLICT WITH OTHER LOAN AGREEMENTS. Mortgagor represents and warrants
to Mortgagee that the execution and delivery of this Mortgage and all related
documents and the performance of any term, covenant, condition herein provided
in any agreement or instrument executed in connection therewith, are within
Mortgagor's power as a New York limited liability company, have been duly
authorized on behalf of the Mortgagor by all proper and necessary action, and
are not in conflict with, or result in any breach of, or constitute a default
under or violate:

                  A. Mortgagor's Articles of Organization or Operating
Agreement; or

                  B. Any of the terms, conditions, or provisions of any
agreement, lease or other instrument to which Mortgagor is a party or subject
to; or

                  C. Any law, regulation, order, writ, injunction or decree to
which Mortgagor is subject or any rules or regulations of any administrative
agency which have jurisdiction over Mortgagor or over any property of Mortgagor
that would have a material adverse affect on Mortgagor's business or financial
condition.

         SEVERABILITY. In the event any one or more of the provisions of the
Mortgage or the Note shall for any reason be invalid, illegal or unenforceable
in whole or in part, then only such provision or provisions shall be deemed to
be null and void and of no force or effect, but shall not affect any other
provision of the Mortgage or the Note.

         MARGINAL NOTES OR CAPTIONS. The marginal notes or captions herein are
inserted only as a matter of convenience and for reference and are not and shall
not be deemed to be any part of the Mortgage.

         IN WITNESS WHEREOF, the Mortgage has been duly executed by the
Mortgagor, the day and year first above written.



<PAGE>
                                Page 139 of 272


                                            MONROE BREWING CO., LLC

                                            By: /s/ Samuel T. Hubbard, Jr.
                                               ---------------------------------
                                                Samuel T. Hubbard, Jr.
                                                President

STATE OF NEW YORK)
COUNTY OF MONROE)  ss.:

         On the 15th of December in the year 2000 before me, the undersigned, a
Notary Public in and for said State, personally appeared Samuel T. Hubbard, Jr.,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.

                                               --------------------------------
                                               Notary Public