EXHIBIT 10.21

                               SECOND AMENDMENT TO
                          LOAN RESTRUCTURING AGREEMENT


         THIS SECOND  AMENDMENT TO LOAN  RESTRUCTURING  AGREEMENT  (this "Second
         Amendment")  is  effective  as of January  31,  2000,  by and among the
         MACTARNAHAN   LIMITED   PARTNERSHIP,   an  Oregon  limited  partnership
         ("Lender"),  HARMER MILL & LOGGING  SUPPLY  CO., an Oregon  corporation
         ("Guarantor")  and  PORTLAND  BREWING  COMPANY,  an Oregon  corporation
         ("Borrower").

                                    Recitals.
                                    --------

     A.  Lender,  Guarantor  and  Borrower  are parties to a Loan  Restructuring
         Agreement  dated  November 18, 1998, as amended by the First  Amendment
         dated November 1998 (the "Loan  Agreement"),  pursuant to which,  among
         other  things,   Borrower  has  executed  and  delivered  to  Lender  a
         $2,100,000  promissory  note.  Terms  with  initial  capitals,  if  not
         otherwise  defined  herein,  shall have the meanings  given them in the
         Loan Agreement.

     B.  The BNW Credit Line has been paid and has terminated,  resulting in the
         termination of the Guarantee,  the Pledge Agreement,  the Reimbursement
         Agreement,  and the Guarantor's  interest in the Assignment of Interest
         under  Security  Agreement,  the  Security  Instruments  and  the  Loan
         Agreement.

     C.  The parties  desire to  amend the  Loan Agreement  as provided  in this
         Second Amendment.

                                   Agreement.
                                    ---------

     NOW THEREFORE, in consideration of the premises and of the mutual covenants
contained herein, the parties agree:

     1.   Amended Note. The Term Note shall be replaced with Borrower's  Amended
          Promissory  Note in the form of  Exhibit  A1,  wherein  the  principal
          amount of the Amended Promissory Loan will increase to $2,500,000, and
          the Maturity Date of the Amended  Promissory Note will extend to April
          1, 2001.

          All  references  in the Loan  Agreement to the Term Note will refer to
          and be replaced with the Amended Promissory Note.

     2.   Borrower's  Covenant.  Lender and  Guarantor  consent to the following
          transactions:

          (a)  The Borrower  borrowing up to $1,000,000 from  Washington  Mutual
               Bank,  doing  business as Western Bank and secured by  Borrower's
               accounts  receivable,   chattel  paper,   inventory  and  general
               intangibles.

          (b)  The Borrower purchasing certain assets from Saxer Brewing Company
               in  accordance  with an  Asset  Purchase  Agreement  dated  as of
               January  31,  2000 and  granting  a  security  interest  to Saxer
               Brewing Company in the intellectual property purchased from Saxer
               Brewing  Company to secure certain  obligations  contained in the
               Asset Purchase Agreement.

          (c)  The Borrower  selling certain  equipment in the amount of $69,000
               to  affiliates  and entering  into a leaseback  arrangement  with
               respect to the equipment.

<PAGE>


          (d)  The  Borrower  purchasing  the stock of Harco  Products,  Inc. in
               accordance with the terms of a Stock Purchase  Agreement dated as
               of October 31, 1999 among the  Borrower as the Buyer and R. Scott
               MacTarnahan, Andrea J. MacTarnahan, Sara A. Whitworth, and Robert
               M. and Ruth A.  MacTarnahan,  Trustees of the MacTarnahan  Family
               Trust U/A/D 4/13/94 as the Sellers.

     3.   Borrower's  Confirmation.  The  Borrower  confirms  that  Lender has a
          security  interest  in the  collateral  described  in UCC-1  Financing
          Statement  No.  S82240,  filed on December 25, 1995,  including all of
          Borrower's brands.

     4.   Guarantor's  Acknowledgement.  Guarantor acknowledges (a) that the BNW
          Credit Line has been paid and the Guarantor is released and discharged
          from all obligations under the Guaranty and Pledge Agreement; (b) that
          each of the Reimbursement  Agreement,  and Guarantor's interest in the
          Assignment of Interest under Security Agreement,  Security Instruments
          and the Loan Agreement has terminated;  (c) that all references in the
          Loan Agreement to the Guarantor,  the Guaranty,  the Pledge Agreement,
          the Reimbursement Agreement and Guarantor's interest in the Assignment
          of Interest under Security  Agreement,  Security  Instruments  and the
          Loan Agreement will be  disregarded  and will have no further  effect;
          (d) that the  Guarantor  has no further  interest or rights  under the
          specified documents;  and (e) that neither the Lender nor the Borrower
          need  obtain the  Guarantor's  consent  for any  further  transactions
          involving the Loan Agreement.

     5.   Amendment.  References  to the  Loan  Agreement  shall  mean  the Loan
          Agreement as the same has been amended by this Second Amendment.

     6.   Ratification.  Except as amended by this  Second  Amendment,  the Loan
          Agreement and documents related to the Loan Agreement are ratified and
          confirmed in all respects.

     IN WITNESS WHEREBY, the parties have executed this Agreement by and through
their duly authorized officers as of the date and year first written above.

                               MACTARNAHAN LIMITED PARTNERSHIP
                               an Oregon limited partnership

                               By:  Harmer Mill & Logging Supply Co.,
                                    dba Harmer Company, its general manager

                                    By: /s/ ROBERT M. MACTARNAHAN
                                        --------------------------------------
                                    Name: Robert M. MacTarnahan
                                    Title: President


                               HARMER MILL & LOGGING SUPPLY CO.,
                               an Oregon corporation

                                    By:/s/ ROBERT M. MACTARNAHAN
                                       ---------------------------------------
                                    Name: Robert M. MacTarnahan
                                    Title: President


                               PORTLAND BREWING COMPANY, an Oregon corporation

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