Exhibit 6.46 Exhibit
10.46

# DEFERRED REDEMPTION
AGREEMENT

This Deferred Redemption Agreement
(Agreement) is between Portland Brewing Company, an Oregon corporation
(the Company), and Karban Development Corporation, an Oregon
corporation, and MacTarnahan Portland Brewing Company Voting Trust (individually, a
Preferred Shareholder and collectively, the Preferred
Shareholders).

# RECITALS

A.              The
Preferred Shareholders collectively own all of the issued and outstanding
          Series A Preferred Shares of the Company (the Preferred
          Shares).

B.              Section
3.04(D) of the Companys Articles of Incorporation requires the           Company to
redeem the Preferred Shares on February 25, 2004 (the           Original
Redemption Date) by paying to each Preferred           Shareholder $52.00 per
share plus all accumulated but unpaid dividends on the           Preferred Shares.

C.              Each
Preferred Shareholder holds 2,885 shares of Preferred Stock and is entitled           to
$150,020 [$52 x 2885] in satisfaction of the redemption rights provided for           in
Section 3.04(D) of the Companys Articles of Incorporation           (Redemption
Price).

D.              The
Company, Pyramid Breweries Inc., a Washington corporation           (Pyramid),
and PBC Acquisition, LLC, a Delaware limited           liability company (Pyramid
Acquisition Sub), entered into an           Asset Purchase Agreement dated
January 26, 2004 (the Asset Purchase           Agreement). Upon the
closing of the Asset Purchase Agreement: (i) the           Company will sell certain
assets to Pyramid Acquisition Sub; (ii) Pyramid will           assume certain liabilities
of the Company; and (iii) the Company will receive           from Pyramid cash,
unregistered shares of Pyramids common stock (the           Pyramid Shares)
and/or both.

E.              As
part of the Asset Purchase Agreement transaction, Pyramid agreed that the
          Company may transfer cash and/or Pyramid Shares in satisfaction of the
          Companys obligations to the Preferred Shareholders.

F.              Due
to the timing of the Asset Purchase Agreement transaction and the financial
          condition of the Company, the Company will be unable to satisfy its obligation
          under Section 3.04(D) of the Companys Articles of Incorporation to redeem
          the Preferred Shares on the Original Redemption Date.

G.              The
Company and the Preferred Shareholders therefore have agreed to defer the
          Companys redemption obligation under Section 3.04(D) of the Companys
          Articles of Incorporation in accordance with the terms and conditions set forth
          in this Agreement.

# AGREEMENT

# SECTION 1     DEFERRED
REDEMPTION

1 - DEFERRED REDEMPTION AGREEMENT



1.1    Redemption
of Preferred Shares. Notwithstanding Section 3.04(D) of the Companys Articles
of Incorporation, the Company will redeem the Preferred Shares from the Preferred
Shareholders either:

(a)              concurrently
with the closing of the Asset Purchase Agreement, by paying the           holder the
Redemption Price either in cash, Pyramid Shares or both; provided           that, the
value of Pyramid Shares will be based on the Fair Market Value (as           defined in
the Asset Purchase Agreement) of the Pyramid Shares as of January 26,           2004,
which is $3.26 per share and cash will be paid in lieu of any fractional
          shares; or

(b)              by
paying the holder the Redemption Price in accordance with Section 3.04(D)
          except that the Redemption Date will be June 25, 2004.

1.2    Closing.
The closing of the redemption of the Preferred Shares will take place at the Companys
principal office, or at a place fixed by the parties. At the closing:

(a)              each
Preferred Shareholder will deliver to the Company:

(1)              all
share certificates representing the Preferred Shareholders Preferred
          Shares, together with one or more stock powers indorsed to the Company;

(2)              a
certificate in which the Preferred Shareholder represents and warrants to the
          Company that the Preferred Shareholder is the sole owner of such Preferred
          Shares, that such Preferred Shares are free from any and all encumbrances,
          security interests, and liens (except securities restrictions) and such other
          representations required by Pyramid to permit the transfer;

(b)              the
Company will deliver to each Preferred Shareholder:

(1)              cash
and/or all share certificates representing the number of Pyramid Shares to
          which the Preferred Shareholder is entitled under Section 1.1, together
          with one or more stock powers indorsed to the Preferred Shareholder (except
          securities restrictions) and cash in lieu of fractional shares; and

(2)              a
certificate in which the Company represents and warrants to the Preferred
          Shareholders that the Company is the sole owner of such Pyramid Shares, that
          such Pyramid Shares are free from any and all encumbrances, security interests,
          and liens (except securities restrictions) and such other representations
          required by Pyramid to permit the transfer; and

(c)              the
parties will sign and deliver all other documents and take or cause to be           taken
all other acts that they deem necessary or appropriate to effect and carry           out
the purchase and sale of the Preferred Shares.

# SECTION 2     RELEASE

Each
Preferred Shareholder releases the Company and each present and future shareholder,
director, officer, and authorized representative of the Company from any and all claims,
actions,

2 - DEFERRED REDEMPTION AGREEMENT



proceedings, damages, liabilities,
and expenses of every kind, whether known or unknown, resulting from or arising out of
the Companys failure to redeem the Preferred Shares on the Original Redemption
Date.

# SECTION 3         ARTICLES OF
INCORPORATION

Except
as otherwise provided in this Agreement, the provisions of Section 3.04 of the
Companys Articles of Incorporation remain unchanged and in full force and effect.
Only the Preferred Shareholders ability to enforce Section 3.04(D) of the Articles
of Incorporation is affected by this Agreement. This Agreement does not amend the
definition of Redemption Date for any other purpose, and the Preferred
Shareholders will continue to have the right under Section 3.04(E) of the Articles of
Incorporation to convert the Preferred Shares into fully paid and nonassessable common
stock of the Company on the Original Redemption Date.

# SECTION 4         INVESTMENT
REPRESENTATIONS

4.1    Each
Preferred Shareholder is an accredited investor, as such term is defined in
Rule 501(a) of the Regulation D under the Securities Act.

4.2     To
the extent that any portion of the redemption price is paid in Pyramid Stock, such
Pyramid Stock shall be acquired by each Preferred Shareholder for investment, for each
Preferred Shareholders own account, not as a nominee or agent. Each Preferred
Shareholder has no present intention of selling, granting any participation in or
otherwise distributing any of the Pyramid Stock, nor does the Preferred Shareholder have
any contract, undertaking, agreement or arrangement with any person or entity to sell,
transfer or grant a participation to such person or entity with respect to any of the
Pyramid Stock that may be received pursuant to this Agreement.

4.3     Each
Preferred Shareholder is in a financial position to hold the Pyramid Stock acquired
pursuant to this Agreement and is able to bear the economic risk and withstand a complete
loss of its investment.

4.4     Each
Preferred Shareholder recognizes that the investment represented by the Pyramid Stock
involves a high degree of risk, including the risks described in Pyramid s SEC
reports.

4.5     Each
Preferred Shareholder has obtained, to the extent it deems necessary, its own
professional advice with respect to the risks inherent in the investment in the Pyramid
Stock, and the suitability of the investment in the Pyramid Stock in light of its
financial condition and investment needs. Each Preferred Shareholder, either alone or
with the assistance of a professional advisor, is a sophisticated investor, is able to
fend for itself in the transactions contemplated by this Agreement, and has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of an investment in the Pyramid Stock.

4.6     Each
Preferred Shareholder has been given access to publicly available information regarding
Pyramid and has utilized such access to its satisfaction for the purpose of obtaining
information, and each Preferred Shareholder has been given reasonable opportunity to
attend a meeting with representatives of Pyramid for the purpose of asking questions of,
and receiving

3 - DEFERRED REDEMPTION AGREEMENT



answers from, such representatives
concerning the terms and conditions of the acquisition of the Pyramid Stock pursuant to
this Agreement and to obtain any additional information, to the extent reasonably
available.

4.7     Each
Preferred Shareholder realizes that (i) the Pyramid Stock has not been registered
under the Securities Act, and (ii) the shares of Pyramid Stock are characterized
under the Act as restricted securities and, therefore, cannot be sold or
transferred unless they are subsequently registered under the Act or an exemption from
such registration is available. Each Preferred Shareholder represents that it is familiar
with Rule 144 of the SEC as presently in effect, and understands the resale
limitations imposed thereby and by the Act.

4.8     Each
Preferred Shareholder acknowledges that (i) the foregoing investment representations and
warranties are made for the benefit of Pyramid in addition to the Company, and (ii)
Pyramid is expressly authorized to rely on such representations and warranties in
connection with Pyramids discharge of its responsibilities under federal and state
securities laws.

# SECTION 5     GENERAL

5.1    No
Assignment. No party may assign or delegate any of the partys rights or
obligations under this Agreement to any person without the prior written consent of the
other party, which the other party may not withhold unreasonably.

5.2    Binding
Effect. This Agreement will be binding on the parties and their respective heirs,
personal representatives, successors, and permitted assigns, and will inure to their
benefit.

5.3    
     Amendment.  This Agreement may be amended only by a written document signed by the
party against whom enforcement is sought.

5.4    Notices.
All notices or other communications required or permitted by this Agreement: (a) must
be in writing; (b) must be delivered to the parties at the addresses set forth
below, or any other address that a party may designate by notice to the other party; and
(c) are considered delivered: (1) upon actual receipt if delivered personally
or an overnight delivery service; and (2) at the end of the third business day after
the date of deposit in the United States mail, postage pre-paid, certified, return
receipt requested.

4 - DEFERRED REDEMPTION AGREEMENT



|To the Company:                                      | To Karban Development Corporation:                               
|---------------------------------------------------- | -----------------------------------------------------------------
|                                                     |                                                                  
|Portland Brewing Company                             | Via personal delivery:21630 SW Farmington RoadAloha, Oregon 97017
|                                                     |                                                                  
|2730 NW 31st Ave                                     |                                                                  
|Portland Oregon  97210                               | Via mail:                                                        
|                                                     | 17675 SW Farmington Road PMB #470Aloha, Oregon 97017             
|Attn: Chief Executive Officer                        |                                                                  
|                                                     |                                                                  
|To MacTarnahan Portland BrewingCompany Voting Trust: |                                                                  
|                                                     |                                                                  
|11416 SW Lynnridge AvenuePortland, Oregon 97225      |                                                                  

5.5    Waiver.
No waiver will be binding on a party unless it is in writing and signed by the party
making the waiver. A partys waiver of a breach of a provision of this Agreement
will not be a waiver of any other provision or a waiver of a subsequent breach of the
same provision.

5.6    Severability.
If a provision of this Agreement is determined to be unenforceable in any respect, the
enforceability of the provision in any other respect and of the remaining provisions of
this Agreement will not be impaired.

5.7    Further
Assurances. The parties will sign other documents and take other actions reasonably
necessary to further effect and evidence this Agreement.

5.8    Remedies.
The parties will have all remedies available to them at law or in equity. All available
remedies are cumulative and may be exercised singularly or concurrently.

5.9    
     Governing Law.  This Agreement is governed by the laws of the State of Oregon.

5.10     Venue.
Any action or proceeding arising out of this Agreement will be litigated in courts
located in Multnomah County, Oregon. Each party consents and submits to the jurisdiction
of any local, state, or federal court located in Multnomah County, Oregon.

5.11    Attorneys
Fees. If any arbitration or litigation is instituted to interpret, enforce, or
rescind this Agreement, including but not limited to any proceeding brought under the
United States Bankruptcy Code, the prevailing party on a claim will be entitled to
recover with respect to the claim, in addition to any other relief awarded, the
prevailing partys reasonable attorneys fees and other fees, costs, and
expenses of every kind, including but not limited to the costs and

5 - DEFERRED REDEMPTION AGREEMENT



disbursements specified in ORCP 68
A(2), incurred in connection with the arbitration, the litigation, any appeal or petition
for review, the collection of any award, or the enforcement of any order, as determined
by the arbitrator or court.

5.12    Entire
Agreement. This Agreement contains the entire understanding of the parties regarding
the subject matter of this Agreement and supersedes all prior and contemporaneous
negotiations and agreements, whether written or oral, between the parties with respect to
the subject matter of this Agreement.

5.13    Signatures.
This Agreement may be signed in counterparts. A fax transmission of a signature page will
be considered an original signature page. At the request of a party, the other party will
confirm a fax-transmitted signature page by delivering an original signature page to the
requesting party.

5.14    Attorneys.
The parties understand that the law firm of Schwabe, Williamson & Wyatt, P.C. has
served as legal counsel to Portland Brewing Company in the negotiation of the terms of
this Agreement, and does not represent any other party in connection with this Agreement.
Each of the other parties to this Agreement acknowledges that the party has consulted
with the partys own legal counsel or has knowingly waived the partys right to
do so.

[Signature page to
follow]

6 - DEFERRED REDEMPTION AGREEMENT



Dated effective: February 25, 2004

| |                                                  
| | -------------------------------------------------
| | Company:                                         
| |                                                  
| | Portland Brewing Company                         
| |                                                  
| |                                                  
| | /s/ FREDERICK BOWMAN                             
| | By: Frederick Bowman                             
| | Its: President                                   
| |                                                  
| |                                                  
| | Preferred Shareholders:                          
| |                                                  
| | Karban Development Corporation                   
| |                                                  
| |                                                  
| | /s/ CHARLES A. ADAMS                             
| | By: Charles A. (Tony) Adams                      
| | Its: President                                   
| |                                                  
| | MacTarnahan Portland Brewing Company Voting Trust
| |                                                  
| |                                                  
| | /s/ ROBERT M. MACTARNAHAN                        
| | By: Robert M. MacTarnahan                        
| | Its: President                                   

7 - DEFERRED REDEMPTION AGREEMENT