EXHIBIT 10.22
                             AMENDED PROMISSORY NOTE

$2,500,000.00                                             Portland, Oregon
                                                          November 18, 1998

     FOR  VALUE  RECEIVED,  PORTLAND  BREWING  COMPANY,  an  Oregon  corporation
("Borrower"),  promises to pay to the order of MACTARNAHAN LIMITED  PARTNERSHIP,
an Oregon limited partnership ("Lender"),  the principal sum of TWO MILLION FIVE
HUNDRED THOUSAND AND 00/100 DOLLARS ($2,500,000.00), with interest from the date
funds are advanced hereunder or so much thereof as is advanced hereunder,  until
the date paid, at a per annum rate equal to the Prime Rate (defined below), plus
one percent (1%)  (calculated  on the basis of a 365/366  year),  the same to be
paid in lawful money of the United States of America. Principal,  interest, late
charges,  default interest and any other amounts payable hereunder to Lender are
payable at 11416 SW Lynnridge Ave.,  Portland,  OR 97225, or such other place as
the holder may direct.  As used in this Note, "Prime Rate" at any time means the
highest  "Prime  Rate" of interest  announced  by Bank of the  Northwest  and in
effect at such time for credit extended by Bank of the Northwest.

1.   Payments.
     --------

     1.1 Interest.  Interest only,  from the date of this Note, to and including
October 31,  1998,  shall be payable on November  1,1998.  Thereafter,  Borrower
shall pay interest only in consecutive  monthly payments  commencing on December
1, 1998,  and  continuing  on the first day of each month  thereafter  until the
Maturity Date, as defined below.

     1.2 Maturity. All principal and outstanding interest, if not sooner paid as
required  or  permitted  by the terms of this Note,  shall be due and payable on
April 1, 2001 (the "Maturity Date").

     1.3  Late  Charges.  To  cover  the  extra  expense  involved  in  handling
delinquent payments,  Borrower shall pay Lender, on demand, a late charge in the
amount of ten  percent  (10%) of any monthly  interest  payment not paid in full
within five (5) days of its due date.

2.   Prepayments. All or any portion of the principal amount of this Note may be
     prepaid at any time, provided that any such prepayment of principal must be
     accompanied  by  payments  of all  interest  accrued  to the  date  of such
     prepayment.  Any amount  prepaid by  Borrower  shall not affect  Borrower's
     obligation to continue to make the interest payments computed on the unpaid
     principal  sum from time to time  outstanding,  at the times  described  in
     Section 1.1.

3.   Security.  This Note is made  pursuant to that certain  Loan  Restructuring
     Agreement dated November 18, 1998, as amended,  (the "Loan  Agreement") and
     is secured by that certain Security Agreement  (Receivables,  Inventory and
     Equipment) given by Borrower to Bank of America, Oregon, dated December 15,
     1995 (the "Security  Agreement"),  the secured party's interest under which
     was transferred and assigned to Lender by instrument dated August 17, 1998.
     The Security Agreement also secures  Borrower's  obligations under the Loan
     Agreement.

4.   Default.  If

     (a) the entire principal balance of this Note is not paid in full when due,

         or

<PAGE>

     (b) for any  payment  of  interest  due  hereunder  the  entire  amount due
(including any applicable  default interest and late charges) is not paid within
five (5) days of the date upon  which  notice of  default  in the making of such
payment was given to Borrower, or

     (c)  there  occurs a  default  under  the  Security  Agreement  or the Loan
Agreement,

     then an Event of Default shall exist  hereunder.  Upon the occurrence of an
     Event of Default,  or at any time thereafter,  at the option of Lender, the
     whole  of the  principal  sum  then  remaining  unpaid,  together  with all
     interest accrued thereon,  shall become immediately due and payable without
     notice,  and  the  lien  or  liens  given  to  secure  its  payment  may be
     foreclosed.  Failure to exercise the acceleration or foreclosure option, or
     any other right that Lender  may, in an Event of Default,  be entitled  to,
     shall not  constitute a waiver of the right to exercise  either such option
     or any other right for a continuing or subsequent Event of Default.

5.   Default  Charges.  At its option  Lender may  accept  delinquent  payments.
     Following any Event of Default, due but unpaid interest shall become a part
     of the principal and shall bear interest at the rate provided in this Note.
     In  addition,  Borrower  shall  pay,  during the period an Event of Default
     continues,  default interest on the unpaid principal balance (including the
     amount of any unpaid  interest  added thereto) at the rate provided in this
     Note plus two percent (2%) per annum.  Any such default  interest which has
     accrued,  and late charges,  if any,  shall be paid at the time of and as a
     condition  precedent  to  the  curing  of an  Event  of  Default.  Lender's
     acceptance of delinquent  payments,  any late charge  thereon as calculated
     pursuant  to Section  1.3 and/or any default  interest  thereon  calculated
     pursuant to this Section 5 shall not  constitute a waiver of Lender's right
     to  declare  the  whole  principal  sum and all  interest  accrued  thereon
     immediately  due  and  payable  upon or  following  the  occurrence  of any
     subsequent Event of Default.

6.   Costs of Default.  Borrower shall pay all costs of collection when incurred
     by Lender,  including,  but not limited  to,  reasonable  attorneys'  fees.
     Lender is  authorized to consult with,  employ,  and pay attorneys  upon an
     Event of Default or upon  institution  of legal  proceedings  by or against
     Lender in connection  with this Note, the Security  Agreement,  or the Loan
     Agreement,  and Borrower shall  reimburse  Lender for all of Lender's legal
     fees and costs in such  amount as the court in any such  proceeding  and on
     any  appeals  from any  judgment  or decree  entered  therein  may  adjudge
     reasonable.  Borrower  shall  pay all  other  costs  incurred  by Lender in
     collecting  or  attempting  to  collect  any sums due  under  this  Note or
     protecting  or  enforcing  any rights of Lender  under this Note and/or the
     Security  Agreement  or  Loan  Agreement,  including,  without  limitation,
     Lender's  attorneys' fees and costs in such amount as the court in any such
     proceeding and on any appeals from any judgment or decree  entered  therein
     may adjudge  reasonable.  All such  amounts paid by Lender shall have equal
     priority with, and be secured by, the Security Agreement.  All such amounts
     shall bear interest from the date of expenditure until paid at the interest
     rate provided in this Note.

7.   Waivers.  Borrower and all  endorsers  and all persons  liable or to become
     liable on this Note waive demand, protest and notice of demand, protest and
     nonpayment,  and hereby  consent to: (i) any and all extensions in the time
     for making payments under this Note as Lender, in its sole discretion,  may
     grant  from  time to  time,  (ii)  the  release  of all or any  part of the
     collateral subject to the Security Agreement,  and (iii) the release of any
     party  liable for payment of the  obligations  hereunder.  Borrower and all
     endorsers and all persons liable hereto  further waive  exhaustion of legal
     remedies  and the right to plead any and all  statutes of  limitation  as a
     defense to any demand on this Note, to any agreement to pay the same, or to
     any demands secured by the Security Agreement.  If Borrower consists of two
     or more persons or entities,  all of the obligations herein contained shall
     be considered joint and several obligations of them. All of the obligations
     herein   contained   shall  be  binding  upon   Borrower   and   Borrower's
     distributees,  personal  representatives,   successors,  and  assigns.  All
     obligations  of Borrower  shall  inure to the benefit of the  distributees,
     personal  representatives,  successors and assigns of Lender.

<PAGE>


     In any action or  proceeding  to recover any sums herein  provided  for, no
     defense  of  adequacy  of  security  or that  resort  must  first be had to
     security or to any other person shall be asserted.

8.   Governing  Law.  This Note  shall be  governed  by the laws of the state of
     Oregon.

9.   Notices.  Notices  hereunder  shall be given in the  manner,  and  shall be
     effective at the times, provided in the Loan Agreement.

                                 "Borrower"

                                 PORTLAND BREWING COMPANY, an Oregon corporation



                                 By: /s/ CHARLES A. ADAMS
                                     ---------------------------------------
                                     Charles A. Adams
                                     President and Chief Executive Officer