Exhibit 10.2



                                                Dated as of October 1, 1996


          Patrick E. Belardi
          2504 Winfield Avenue
          Scranton, Pennsylvania 18505


          Dear Mr. Belardi:

               The  following sets forth our  agreement as to  the terms of
          your employment  as  the  Chief Financial  Officer  of  The  Lion
          Brewery, Inc. (the "Company").

               1.   The Company agrees to  employ you, and you agree  to be
          so  employed, in the capacity  of Chief Financial  Officer of the
          Company.  In consideration of the services to be rendered by you,
          the Company shall pay you and you shall accept as compensation an
          annual salary,  payable in equal installments  in accordance with
          the Company's past payroll  practices with respect to executives,
          but in  no event  less frequently  than monthly,  at the rate  of
          $80,000.00  per  annum  (the  "Annual Salary").    The  Board  of
          Directors  of the Company may,  in its sole  discretion, also pay
          annually to you a bonus as additional compensation.

               2.   In addition to the compensation provided above, (i) you
          shall be entitled to participate in all health benefits and other
          employee benefit  programs of the  Company and  (ii) the  Company
          will pay for your  dues to the professional associations  and pay
          for  your ongoing  educational expenses  (approximately  80 hours
          every two years) for  your CPA license.  Actual  educational time
          spent will be paid by the Company.  In case of death, in addition
          to the  life insurance  policy  benefits, all  earned but  unpaid
          salary, bonus or  remaining severance  pay shall be  paid to  the
          life insurance policy beneficiary.

               3.   Vacation  will be  earned at  the rate  of one  day per
          month up  to twelve (12) days  per year.  Days  earned but unused
          will  be vested and paid  in full upon  termination of employment
          without cause.

               4.   The Company  may terminate your employment  at any time
          for Cause (as hereinafter defined),  without further compensation
          liability  on the  part of  the Company.   For  purposes of  this
          Agreement,  the  term  "Cause"  shall  mean  (i)  action  by  you
          involving  willful, gross  misconduct having  a material  adverse
          effect on  the Company, (ii)  any material breach  by you of  any
          provision  of this Agreement, or  (iii) you being  convicted of a
          felony or equivalent crime under the laws of the United States or
          any state,  or a felony or equivalent crime under the laws of any
          other country  or political  subdivision thereof  involving moral
          turpitude.

               5.   Upon  termination of  your employment hereunder  by the
          Company  without Cause,  the  Company shall  pay  you the  Annual
          Salary for  a  period of  one  (1) year  from  the date  of  such
          termination, provided you are actively seeking  employment during
          such one year period.  All severance payments shall be payable in
          equal installments in accordance  with the Company's past payroll
          practices  with respect  to  executives,  but  in no  event  less
          frequently than monthly, and shall be reduced by all compensation
          received  by you from any  other source employing  you during the
          applicable severance period.

               This Agreement shall automatically renew itself on a year to
          year basis, with  mutually agreed upon terms, unless either party
          gives to the other party at least 45 days prior written notice of
          its intent to terminate this Agreement.

               This  Agreement  shall  be  governed  by  the  laws  of  the
          Commonwealth of Pennsylvania and sets forth our complete and full
          understanding of the matters contained herein.

               Please confirm  that the foregoing correctly  sets forth our
          understanding and  agreement as  to the matters  contained herein
          and that you agree to be bound by the terms and conditions hereof
          by signing below.

                                                  Very truly yours,

                                                  The Lion Brewery, Inc.



                                                  By: /s/ 
                                                     --------------------

          Agreed and Accepted:


          /s/ Patrick E. Belardi
          --------------------------
          Patrick E. Belardi