<PAGE>

THESE OPTIONS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW. THESE OPTIONS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE
HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT UNDER SUCH ACT AND SUCH LAWS WITH RESPECT
TO THESE OPTIONS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF, OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.

THE OPTIONS EVIDENCED BY THIS CERTIFICATE ARE NON-QUALIFIED STOCK OPTIONS AND
ARE NOT INTENDED TO COMPLY WITH THE REQUIREMENTS OF SECTION 422 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED.

OPTION CERTIFICATE                                  200,000 COMMON STOCK OPTIONS
NO. RB-21

                            RED BELL BREWING COMPANY
                            ------------------------

                              COMMON STOCK OPTIONS
                              --------------------

                  (These Options will be void if not exercised
                    by the Termination Date specified below.)

                  1. Options. Subject to the terms and conditions hereof, this
certifies that JAMES R. BELL is the owner of 200,000 Options (the "Options") of
Red Bell Brewing Company, a Pennsylvania corporation (the "Company"). Each
Option entitles the holder to purchase from the Company at any time prior to the
Termination Date of such Options (as set forth in Section 3 hereof), one fully
paid and non-assessable share of the Company's Common Stock, without par value
(the "Common Stock"), subject to adjustment as provided in Section 7 hereof.

                  2. Option Price. The Options shall be exercised by delivery to
the Company (prior to the Termination Date for such Options as set forth in
Section 3 hereof) of the applicable option price for each share of Common Stock
being purchased hereunder (the "Option Price"), this Certificate, and the
completed Election To Purchase Form which is attached hereto. The Option Price
for the 200,000 shares of Common Stock underlying the Options evidenced by this
Certificate shall be $.10 per share of Common Stock. The Option Price shall be
subject to adjustment as provided in Section 7 hereof. The Option Price is
payable either in cash or by certified check or bank draft payable to the order
of the Company.



<PAGE>



                  3. Termination Date. All of the Options must be exercised in
accordance with the terms hereof prior to April 27, 2006 ("Termination Date").
On the Termination Date, any and all unexercised rights hereunder relating to
the Options shall become null and void and the Options shall without any action
on behalf of the Company become null and void.

                  4. Exercise. Upon the surrender of this Certificate and
payment of the Option Price as aforesaid, the Company shall issue and cause to
be delivered with all reasonable dispatch to or upon the written order of the
registered holder of this Option and in such name or names as the registered
holder may designate, a certificate or certificates for the number of full
shares of Common Stock so purchased upon the exercise of any Option. Such
certificate or certificates shall be deemed to have been issued and any person
so designated to be named therein shall be deemed to have become a holder of
record of such Common Stock on and as of the date of the delivery to the Company
of this Certificate and payment of the Option Price as aforesaid. If, however,
at the date of surrender of this Certificate and payment of such Option Price,
the transfer books for the Common Stock purchasable upon the exercise of any
Option shall be closed, the certificates for the Common Stock in respect to
which any such Option are then exercised shall be issued and the owner of such
Common Stock shall become a record owner of such Common Stock on and as of the
next date on which such books shall be opened, and until such date the Company
shall be under no duty to deliver any certificate for such Common Stock.

                  5. Partial Exercise. The rights of purchase represented by the
Options shall be exercisable, at the election of the registered holder hereof,
either as an entirety, or from time to time for any part of the Common Stock
specified herein and, in the event that the Options are exercised with respect
to less than all of the Common Stock specified herein at any time prior to the
Termination Date, a new Certificate will be issued to such registered holder for
the remaining number of Options not so exercised.

                  6. Lost, Mutilated Certificate. In case this Common Stock
Option Certificate shall become mutilated, lost, stolen or destroyed, the
Company shall issue in exchange and substitution for and upon cancellation of
the mutilated certificate, or in lieu of and in substitution for the Certificate
lost, stolen, or destroyed, a new Certificate of like tenor and representing an
equivalent

                                        2

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right or interest, but only upon receipt of evidence satisfactory to the Company
of such loss, theft or destruction of such certificate and indemnity, if
requested, also satisfactory to the Company.

                  7. Adjustments. Subject and pursuant to the provisions of this
Section 7, the Option Price and number of shares of Common Stock subject to the
Options shall be subject to adjustment from time to time only as set forth
hereinafter:

                           a. In case the Company shall declare a Common Stock
dividend on the Common Stock, then the Option Price shall be proportionately
decreased as of the close of business on the date of record of said Common Stock
dividend in proportion to such increase of outstanding shares of Common Stock.

                           b. If the Company shall at any time subdivide its
outstanding Common Stock by recapitalization, reclassification or split-up
thereof, the Option Price immediately prior to such subdivision shall be
proportionately decreased, and, if the Company shall at any time combine the
outstanding shares of Common Stock by recapitalization, reclassification, or
combination thereof, the Option Price immediately prior to such combination
shall be proportionately increased. Any such adjustment to the Option Price
shall become effective at the close of business on the record date for such
subdivision or combination. The Option Price shall be proportionately increased
or decreased, as the case may be, in proportion to such increase or decrease, as
the case may be, of outstanding shares of Common Stock.

                           c. Upon any adjustment of the Option Price as
hereinabove provided, the number of shares of Common Stock issuable upon
exercise of the Options remaining unexercised immediately prior to any such
adjustment, shall be changed to the number of shares determined by dividing (i)
the appropriate Option Price payable for the purchase of all shares of Common
Stock issuable upon exercise of all of the Options remaining unexercised
immediately prior to such adjustment by (ii) the Option Price per share of
Common Stock in effect immediately after such adjustment. Pursuant to this
formula, the total sum payable to the Company upon the exercise of the Options
remaining unexercised immediately prior to such adjustment shall remain
constant.




                                        3

<PAGE>



                           d. (i) If any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with another corporation, person, or entity, or the sale of all
or substantially all of its assets to another corporation, person, or entity,
shall be effected in such a way that holders of Common Stock shall be entitled
to receive stock, securities, cash, property, or assets with respect to or in
exchange for Common Stock, and provided no election is made by the Company
pursuant to subsection (ii) hereof, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, the Company or such successor
or purchasing corporation, person, or entity, as the case may be, shall agree
that the registered holder of the Options shall have the right thereafter and
until the Termination Date to exercise such Options for the kind and amount of
stock, securities, cash, property, or assets receivable upon such
reorganization, reclassification, consolidation, merger, or sale by a holder of
the number of shares of Common Stock for the purchase of which such Options
might have been exercised immediately prior to such reorganization,
reclassification, consolidation, merger or sale, subject to such subsequent
adjustments which shall be equivalent or nearly equivalent as may be practicable
to the adjustments provided for in this Section 7.

                           (ii) Notwithstanding subsection (i) hereof and in
lieu thereof, the Company may elect by written notice to the registered holder
hereof, to require such registered holder to exercise all of the Options
remaining unexercised prior to any such reorganization, reclassification,
consolidation, merger or sale. If the holder of this Option shall not exercise
all or any part of the Options remaining unexercised prior to such event, such
unexercised Options shall automatically become null and void upon the occurrence
of any such event, and of no further force and effect. The Common Stock issued
pursuant to any such exercise shall be deemed to be issued and outstanding
immediately prior to any such event, and shall be entitled to be treated as any
other issued and outstanding share of Common Stock in connection with such
event. If an election is not made by the Company pursuant to this subsection
(ii) in connection with any such event, then the provisions of subsection (i)
hereof shall apply to such event.

                           e. Whenever the Option Price and number of shares of
Common Stock subject to this Option is adjusted as herein provided, the Company
shall promptly mail to the registered holder of this Option a statement signed
by an officer of the Company

                                        4

<PAGE>



setting forth the adjusted Option Price and the number of shares of Common Stock
subject to this Option, determined as so provided.

                           f. This form of Certificate need not be changed
because of any adjustment which is required pursuant to this Section 7. However,
the Company may at any time in its sole discretion (which shall be conclusive)
make any change in the form of this Certificate that the Company may deem
appropriate and that does not affect the substance hereof; and any Certificate
thereafter issued, whether in exchange or substitution for this Certificate or
otherwise, may be in the form as so changed.

                  8. Reservation. There has been reserved, and the Company shall
at all times keep reserved out of the authorized and unissued shares of Common
Stock, a number of shares of Common Stock sufficient to provide for the exercise
of the right of purchase represented by the Options. The Company agrees that all
shares of Common Stock issued upon exercise of the Options shall be, at the time
of delivery of the Certificates for such Common Stock, validly issued and
outstanding, fully paid and non-assessable.

                  9. Fractional Shares. The Company shall not issue any
fractional shares of Common Stock pursuant to any exercise of any Option and
shall pay cash to the holder of any Option in lieu of any such fractional
shares.

                  10. No Right. The holder of any Options shall not be entitled
to any of the rights of a shareholder of the Company prior to the date of
issuance of the Common Stock by the Company pursuant to an exercise of any
Option.

                  11. Securities Laws; Non-Qualified Option. As a condition to
the issuance of any Common Stock pursuant to the Options, the holder of such
Common Stock shall execute and deliver such representations, warranties, and
covenants, that may be required by applicable federal and state securities law,
or that the Company determines is reasonably necessary in connection with the
issuance of such Common Stock. In addition, the certificates representing the
Common Stock shall contain such legends, or restrictive legends, or stop
transfer instructions, as shall be required by applicable Federal or state
securities laws, or as shall be reasonably required by the Company. The Options
evidenced by this Option Certificate are non-qualified options and are not
intended to comply with the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended.

                                        5

<PAGE>



                  12. Withholding. The granting of the Options hereunder and the
issuance of shares of Common Stock pursuant to the exercise hereof is
conditioned upon the Company's right to withhold in accordance with any
applicable law, from any compensation or other amounts payable to the holder by
the Company, any taxes required to be withheld under federal, state or local law
as a result of the grant or exercise of such Option. To the extent that the
compensation or other amounts, if any, payable to the holder is insufficient to
pay any taxes required to be so withheld, the Company may in its sole
discretion, require the holder, as a condition to the exercise of an Option, to
pay cash to the Company in an amount sufficient to cover such tax liability or
otherwise to make adequate provision for the Company's satisfaction of its
withholding obligations under federal, state and local law.

                  13. Applicable Law. The Options and this Certificate shall be
deemed to be a contract made under the laws of the Commonwealth of Pennsylvania
and for all purposes shall be construed in accordance with the laws thereof
regardless of its choice of law rules.

                  IN WITNESS WHEREOF, RED BELL BREWING COMPANY, has executed and
delivered this Certificate and caused its corporate seal to be affixed hereto.

                                           RED BELL BREWING COMPANY


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


                                            Attest: /s/ Robert T. Huttick
                                                   ----------------------------
                                                   Robert T. Huttick,
                                                   Chief Operating Officer


Dated: April 27, 2001

                                        6

<PAGE>


RED BELL BREWING COMPANY
3100 Jefferson Street
Philadelphia, PA 19121
Attn: James R. Bell,
      President



                              ELECTION TO PURCHASE
                              --------------------

                  The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the attached Option Certificate No. ____ of the
Company. The undersigned desires to purchase ________ shares of Common Stock
provided for therein and tenders herewith full payment of the Option Price for
the shares of Common Stock being purchased, all in accordance with the
Certificate. The undersigned requests that a Certificate representing such
shares of Common Stock shall be issued to and registered in the name of the
undersigned, and delivered to the undersigned at the following address:
_________________________________________________________________________. If
said number of shares of Common Stock shall not be all the shares purchasable
under the Certificate, then a new Common Stock Option Certificate for the
balance remaining of the shares of Common Stock purchasable shall be issued to
and registered in the name of the undersigned, and delivered to the undersigned
at the address set forth above.





Dated:              , 20                        Signature:
       -------------    --                                --------------------

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