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                                                                   EXHIBIT 6.12

                               PROMISSORY NOTE

$2,100,000.00                                     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 ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($2,100,000.00), with 
interest from the date funds are 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 360 year composed of twelve 30-day 
months), 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 in consecutive monthly payments 
commencing on December 1, 1998, and continuing on the first day of each month 
thereafter until the entire principal balance, and all accrued interest 
thereon, shall have been paid in full. 

          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 January 31, 2000 (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 Agreement of 
even date herewith between Borrower and Lender (the "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 Agreement.

     4.   DEFAULT.  If

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

               (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 
Agreement,

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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 
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 
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.  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 Agreement.

                         "BORROWER"

                         PORTLAND BREWING COMPANY, an Oregon corporation
                         By:  /s/ Charles A. Adams
                             -------------------------------
                         Title:    President