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                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
on July 17, 2001, by and among RED BELL BREWING COMPANY, a corporation duly
incorporated and existing under the laws of the Commonwealth of Pennsylvania
(the "Company"), and CDB FINANCE CORPORATION (the "Investor").

                                    RECITALS:

         WHEREAS, the Company and Investor have entered into a Subscription
Agreement dated the date hereof (the "Subscription Agreement") whereby pursuant
to the terms of the Subscription Agreement the Company has agreed to issue to
the Investor up to 500,000 shares of Common Stock of the Company ("Shares"); and

         WHEREAS, the Company has agreed to provide the Investor with certain
registration rights with respect to the aforesaid Common Stock.

                                     TERMS:

         NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         1. Certain Definitions. As used in this Agreement (including the
Recitals above), the following terms shall have the following meanings (such
meanings to be equally applicable to both singular and plural forms of the terms
defined):

                  "Additional Registration Statement" shall have the meaning set
forth in Section 3(b).

                  "Amended Registration Statement" shall have the meaning set
forth in Section 3(b).

                  "Common Stock" shall mean the Common Stock of the Company.

                  "Effective Date" shall have the meaning set forth in Section
2.3.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, together with the rules and regulations promulgated thereunder.

                  "Holder" shall mean Investor, and any other person or entity
owning or having the right to acquire Registrable Securities or any permitted
assignee.

                  "Investor" shall have the meaning set forth in the preamble to
this Agreement.

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                  "Register," "Registered," and "Registration" shall mean and
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act and pursuant
to Rule 415 under the Securities Act or any successor rule, and the declaration
or ordering of effectiveness of such registration statement or document.

                  "Registrable Securities" shall have the meaning set forth in
Section 2.1.

                  "Registration Period" shall have the meaning set forth in
Section 2.4.

                  "Registration Statement" shall have the meaning set forth in
Section 2.2.

                  "Rule 144" shall mean Rule 144, as amended, promulgated under
the Securities Act.

                  "SEC" shall mean the United States Securities and Exchange
Commission.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, together with the rules and regulations promulgated thereunder.

                  "Shares" shall have the meaning set forth in the recitals to
this Agreement.

                  "Supplemental Registration Statement" shall have the meaning
set forth in Section 3(b).

         2.       Required Registration.

                  2.1 Registrable Securities. "Registrable Securities" shall
mean the Shares; provided, however, that notwithstanding the above, the
following shall not be considered Registrable Securities:

                           (a) any Shares disposed of pursuant to the
Registration Statement;

                           (b) any Shares which would otherwise be deemed to be
Registrable Securities, if and to the extent that those Shares may be resold in
a public transaction without volume limitations or other material restrictions
without registration under the Securities Act, including without limitation,
pursuant to Rule 144 under the Securities Act; or

                           (c) any Shares which have been sold in a private or
other transaction other than pursuant to the Registration Statement or
Supplemental Registration Statement.

                  2.2 Filing of Initial Registration Statement. The Company
shall promptly after the date hereof, file a registration statement
("Registration Statement") on Form SB-2 (or other suitable form, at the
Company's discretion, but subject to the reasonable approval of Investor),
covering the resale of the Registrable Securities.

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                  2.3 Registration Effective Date. The Company shall use its
best efforts to have the Registration Statement declared effective by the SEC
(the date of such effectiveness is referred to herein as the "Effective Date")
as soon as practicable.

                  2.4 Shelf Registration. The Registration Statement shall be
prepared as a "shelf" registration statement under Rule 415, and shall be
maintained effective (the "Registration Period") until the earlier of (i) one
year from the Effective Date, or (ii) the date that all the Shares are no longer
Registrable Securities.

         3. Obligations of the Company. Whenever required under this Agreement
to effect the registration of any Registrable Securities, the Company shall, as
expeditiously and reasonably possible:

                  (a) Prepare and file with the Securities and Exchange
Commission ("SEC") a Registration Statement with respect to such Registrable
Securities and use its best efforts to cause such Registration Statement to
become effective and to remain effective during the Registration Period.

                  (b) Prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to such Registration Statement and
the prospectus used in connection with such Registration Statement ("Amended
Registration Statement") or prepare and file any additional registration
statement ("Additional Registration Statement," together with the Amended
Registration Statement, "Supplemental Registration Statements") as may be
necessary to comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities covered by such Supplemental
Registration Statements or such Registration Statement. The Company shall use
its best efforts to have any Supplemental Registration Statement become
effective as soon as practicable following the filing thereof.

                  (c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus (if applicable), in conformity
with the requirements of the Securities Act, and such other documents as they
may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.

                  (d) Use its best efforts, if necessary, to register and
qualify the securities covered by such Registration Statement under such other
securities or Blue Sky laws of the jurisdictions in which the Holders are
located, of such other jurisdictions as shall be reasonably requested by the
Holders of the Registrable Securities covered by such Registration Statement,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.

                  (e) As promptly as practicable after becoming aware of such
event, notify each Holder of Registrable Securities of the happening of any
event of which the Company has knowledge, as a result of which the prospectus
included in the Registration Statement,

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as then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, use its best efforts promptly to prepare a supplement or
amendment to the Registration Statement to correct such untrue statement or
omission, and deliver a number of copies of such supplement or amendment to each
Holder as such Holder may reasonably request.

                  (f) Provide Holders with notice of the date that a
Registration Statement or any Supplemental Registration Statement registering
the resale of the Registrable Securities is declared effective by the SEC, and
the date or dates when the Registration Statement is no longer effective.

         4. Furnish Information. At the Company's request, each Holder shall
furnish to the Company such information regarding Holder, the Registrable
Securities held by it, and the intended method of disposition of such securities
to the extent required to effect the registration of its Registrable Securities
or to determine that registration is not required pursuant to Rule 144 or other
applicable provision of the Securities Act. The Company shall include all
information provided by such Holder pursuant hereto in the Registration
Statement, substantially in the form supplied, except to the extent such
information is not permitted by law.

         5. Expenses. All expenses, other than commissions and fees and expenses
of counsel and other advisors to the selling Holders, incurred in connection
with registrations, filings or qualifications pursuant hereto, including
(without limitation) all registration, filing and qualification fees, printers'
and accounting fees, fees and disbursements of counsel for the Company, shall be
borne by the Company.

         6. Amendments to Registration Rights. Any provision of this Agreement
may be amended and the observance thereof may be waived (either generally or in
a particular instance and either retroactively or prospectively), only with the
written consent of the Company and the written consent of each Holder affected
thereby. Any amendment or waiver effected in accordance with this paragraph
shall be binding upon each Holder, each future Holder, and the Company.

         7. Notices. All notices required or permitted under this Agreement
shall be made in writing signed by the party making the same, shall specify the
section under this Agreement pursuant to which it is given, and shall be
addressed if to (i) the Company at: Red Bell Brewing Company, 3100 Jefferson
Street, Philadelphia, PA 19121, Attn. James R. Bell, President (or such other
location as directed by the Company in writing) and (ii) the Holders at their
respective last address as the party as shown on the records of the Company. Any
notice, except as otherwise provided in this Agreement, shall be made by fax and
shall be deemed given at the time of transmission of the fax.

         8. Termination. This Agreement shall terminate on the date all
Registrable Securities cease to exist (as that term is defined in Section 2.1
hereof).

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         9. Assignment. No assignment, transfer or delegation, whether by
operation of law or otherwise, of any rights or obligations under this Agreement
by the Company or any Holder, respectively, shall be made without the prior
written consent of the majority in interest of the Holders or the Company,
respectively, and the Company hereby agrees to file an amended registration
statement including such transferee as a selling security holder thereunder; and
provided further that the Company may transfer its rights and obligations under
this Agreement to a purchaser of all or a substantial portion of its business if
the obligations of the Company under this Agreement are assumed in connection
with such transfer, either by merger or other operation of law (which may
include without limitation a transaction whereby the Registrable Securities are
converted into securities of the successor in interest) or by specific
assumption executed by the transferee.

         10. Indemnification. In the event any Registrable Securities are
included in a Registration Statement under this Agreement:

                  (a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, the officers, directors, and partners, of each
Holder, any underwriter (as defined in the Securities Act, or as deemed by the
Securities Exchange Commission, or as indicated in a registration statement) for
such Holder and each person, if any, who controls such Holder or underwriter
within the meaning of Section 15 of the Securities Act or the Exchange Act,
against any losses, claims, damages, or liabilities (joint or several) to which
they may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any of the
following statements or omissions: (I) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, or (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, and the Company will reimburse each
such Holder, officer or director, underwriter or controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this subsection
10(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability, or action if such settlement is effected without the consent
of the Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability,
or action to the extent that it arises out of or is based upon a violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Holder,
officer, director, underwriter or controlling person; provided however, that the
above shall not relieve the Company from any other liabilities which it might
otherwise have.

                  (b) The Holder of any securities included in such registration
being effected shall indemnify and hold harmless the Company, its directors and
officers, each underwriter and each other person, if any, who controls (within
the meaning of the Securities

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Act or Exchange Act) the Company or such other indemnified party, against any
losses, claims, damages, or liability, joint or several, to which any such
indemnified party may become subject under the Securities Act or the Exchange
Act or any other statute or at common law, insofar as such liability (or actions
in respect thereof) arises out of or is based upon any of the following
statements or omissions (I) any untrue statement or alleged untrue statement of
any material fact contained, on the effective date thereof, in any registration
statement under which securities were registered under the Securities Act at the
request of such Holder, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or (ii) any omission or alleged
omission by such Holder to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such registration
statement, preliminary or final prospectus, amendment or supplement thereto in
reliance upon and in conformity with information furnished in writing to the
Company by such Holder specifically for use therein. Such Holder shall reimburse
any indemnified party for any legal fees or other expenses incurred in
investigating or defending any such loss, claim, damage, action, or liability;
and provided further, that no Holder shall be required to indemnify any party
against any liability arising from any untrue or misleading statement or
omission contained in any preliminary prospectus if such deficiency is corrected
in the final prospectus or for any liability which arises out of the failure of
such party to deliver a prospectus as required by the Securities Act.

                  (c) Promptly after receipt by an indemnified party under this
Section 10 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 10, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume, the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the reasonably incurred fees and
expenses of one such counsel to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential conflicting
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if materially prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 10, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 10.

                  (d) In the event that the indemnity provided in paragraphs (a)
and/or (b) of this Section 10 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, the Company and each Holder agree to
contribute to the aggregate claims, losses, damages and liabilities (including
legal or other expenses reasonably incurred in connection

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with investigating or defending same) (collectively "Losses") to which the
Company and one or more of the Holders may be subject in such proportion as is
appropriate to reflect the relative fault of the Company and the Holders in
connection with the statements or omissions which resulted in such Losses.
Relative fault shall be determined by reference to whether any alleged untrue
statement or omission relates to information provided by the Company or by the
Holders. The Company and the Holders agree that it would not be just and
equitable if contribution were determined by pro rata allocation or any other
method of allocation that does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this
Section 10, each person who controls a Holder of Registrable Securities within
the meaning of either the Securities Act or the Exchange Act and each director,
officer, partner, employee and agent of a Holder shall have the same rights to
contribution as such holder, and each person who controls the Company within the
meaning of either the Securities Act or the Exchange Act and each director and
officer of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).

                  (e) The obligations of the Company and Holders under this
Section 10 shall survive the resale, if any, of the Common Stock, the completion
of any offering of Registrable Securities in a Registration Statement under this
Agreement, and otherwise.

         11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Pennsylvania applicable to agreements
made in and wholly to be performed in that jurisdiction, except for matters
arising under the Securities Act or the Exchange Act, which matters shall be
construed and interpreted in accordance with such laws.

         12. Execution in Counterparts Permitted. This Agreement may be executed
in any number of counterparts, each of which shall be enforceable against the
parties actually executing such counterparts, and all of which together shall
constitute one (1) instrument.

         13. Entire Agreement; Written Amendments Required. This Agreement
constitutes the full and entire understanding and agreement between the parties
with regard to the subject hereof, and no party shall be liable or bound to any
other party in any manner by any warranties, representations or covenants except
as specifically set forth herein. Except as expressly provided herein, neither
this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.


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                                            RED BELL BREWING COMPANY


                                            By: /s/ James R. Bell
                                               ---------------------------------
                                            James R. Bell, President

                                            Address:3100 Jefferson Street
                                                    Philadelphia, PA 19121


                                            INVESTOR:
                                            CDB FINANCE CORPORATION

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


                                            Address: The Pavilion
                                                     Suite 517
                                                     261 Old York Road
                                                     Jenkintown, PA 19046


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