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                              CBR BREWING COMPANY, INC.

                                1998 STOCK OPTION PLAN


          1.  ESTABLISHMENT, PURPOSE AND DEFINITIONS.

               a.  The 1998 Stock Option Plan (the "Plan") of CBR Brewing
Company, Inc., a Florida corporation (the "Company"), is hereby adopted.  The
Plan shall provide for the issuance of incentive stock options ("ISOs") and
nonqualified stock options ("NSOs") to purchase the Stock of the Company.

               b.  The purpose of this Plan is to promote the long-term success
of the Company by attracting, motivating and retaining directors, officers and
key employees and consultants of the Company and its Affiliates (the
"Participants") through the use of competitive long-term incentives which are
tied to shareholder value.  The Plan seeks to balance Participants' and
shareholder interests by providing incentives to the Participants in the form of
stock options which offer rewards for achieving the long-term strategic and
financial objectives of the Company.

               c.  The Plan is intended to provide a means whereby Participants
may be given an opportunity to purchase shares of Stock of the Company pursuant
to (i) options which may qualify as ISOs under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code"), or (ii) NSOs
which may not so qualify.

               d.  The term "Affiliates" as used in this Plan means, in the
case of an ISO, parent or subsidiary corporations, as defined in Section 424(e)
and (f) of the Code (but substituting "the Company" for "employer corporation"),
including parents or subsidiaries which become such after adoption of the Plan,
and in all other cases, any entity which is controlled by or which controls the
Company.

          2.  ADMINISTRATION OF THE PLAN.

               a.  The Plan shall be administered by the Compensation Committee
of the Board of Directors (the "Board") or such other committee appointed by the
Board to administer the Plan (the "Committee").

               b.  The Committee may from time to time determine which
Participants (each an "option holder") shall be granted options under the Plan,
the terms thereof (including without limitation determining whether the option
is an ISO and the times at which the options shall become exercisable), and the
number of shares of Common Stock for which an option or options may be granted.

                                EXHIBIT 10-13

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               c.  If rights of the Company to repurchase Stock are imposed,
the Board or the Committee may, in its sole discretion, accelerate, in whole or
in part, the time for lapsing of any rights of the Company to repurchase shares
of such Stock or forfeiture restrictions.

               d.  If rights of the Company to repurchase Stock are imposed,
the certificates evidencing such shares of Stock awarded hereunder, although
issued in the name of the option holder concerned, shall be held by the Company
or a third party designated by the Committee in escrow subject to delivery to
the option holder or to the Company at such times and in such amounts as shall
be directed by the Board under the terms of this Plan.  Share certificates
representing Stock which is subject to repurchase rights shall have imprinted or
typed thereon a legend or legends summarizing or referring to the repurchase
rights.

               e.  The Board or the Committee shall have the sale authority, in
its absolute discretion, to adopt, amend and rescind such rules and regulations,
consistent with the provisions of the Plan, as, in its opinion, may be advisable
in the administration of the Plan, to construe and interpret the Plan, the rules
and regulations, and the instruments evidencing options granted under the Plan
and to make all other determinations deemed necessary or advisable for the
administration of the Plan.  All decisions, determinations and interpretations
of the Committee shall be binding on all option holders under the Plan.

          3.  STOCK SUBJECT TO THE PLAN.

               a.  "Stock" shall mean the Class A Common Stock of the Company
or such stock as may be changed as contemplated by Section 3(c) below.  Stock
shall include shares drawn from either the Company's authorized but unissued
shares of Common Stock or from reacquired shares of Common Stock, including
without limitation shares repurchased by the Company in the open market.

               b.  Options may be granted under the Plan from time to time to
eligible persons to purchase an aggregate of up to 800,000 shares of Stock, and
no more than 80,000 options may be granted to any one Participant in any year. 
Stock options awarded pursuant to the Plan which are forfeited, terminated,
surrendered or cancelled for any reason prior to exercise shall again become
available for grants under the Plan (including any option cancelled in
accordance with the cancellation regrant provisions of Section 6(f) herein).

               c.  If there shall be any change in the Stock subject to the
Plan, including Stock subject to any option granted hereunder, through merger,
reorganization, reincorporation, stock split, reverse stock split, stock
dividend, combination or reclassification of the Company's Stock or other
similar events, an

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appropriate adjustment shall be made by the Committee in the number of shares 
and/or the option price with respect to any unexercised shares of Stock.  
Consistent with the foregoing, in the event that the outstanding Stock is 
changed into another class or series of capital stock of the Company, 
outstanding options to purchase Stock granted under the Plan shall become 
options to purchase such other class or series and the provisions of this 
Section 3(c) shall apply to such new class or series.

               d.  The Company may grant options under the Plan in substitution
for options held by employees of another company who become employees of the
Company as a result of merger or consolidation.  The Company may direct that
substitute options be granted on such terms and conditions as deemed appropriate
by the Board or the Committee.

               e.  The aggregate number of shares of Stock approved by the Plan
may not be exceeded without amending the Plan and obtaining shareholder approval
within twelve months of such amendment.

          4.  ELIGIBILITY.

         Persons who shall be eligible to receive stock options granted under 
the Plan shall be those Participants referred to in Section l(b) above; 
provided, however, that(i) ISOs may only be granted to employees of the 
Company and its Affiliates and (ii)any person holding capital stock 
possessing more than 10% of the total combined voting power of all classes of 
capital stock of the Company or any Affiliate shall not be eligible to 
receive ISOs unless the exercise price per share of Stock is at least 1 110% 
of the fair market value of the Stock on the date the option is granted.

          5.  EXERCISE PRICE FOR OPTIONS GRANTED UNDER THE PLAN.

               a.  All ISOs will have option exercise prices per option share
equal to the fair market value of a share of the Stock on the date the option is
granted, except that in the case of ISOs granted to any person possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or any Affiliate the price shall be not less than 110% of such fair
market value.  The option exercise prices per option for NSO's shall be as
determined by the Committee.  The price of ISOs or NSOs granted under the Plan
shall be subject to adjustment to the extent provided in Section 3(c) above.

               b.  The fair market value on the date of grant shall be
determined based upon the closing price on an exchange on that day or, if the
Stock is not listed on an exchange, on the average of the closing bid and asked
prices in the Over the Counter Market on that day.

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          6.  TERMS AND CONDITIONS OF OPTIONS.

               a.  Each option granted pursuant to the Plan shall be evidenced
by a written stock option agreement (the "Option Agreement") executed by the
Company and the person to whom such option is granted.  The Option Agreement
shall designate whether the option is an ISO or an NSO.

               b.  The term of each ISO and NSO shall be no more than 10 years,
except that the term of each ISO issued to any person possessing more than 10%
of the voting power of all classes of stock of the Company or any Affiliate
shall be no more than 5 years.

               c.  In the case of ISOs, the aggregate fair market value
(determined as of the time such option is granted) of the Stock to which ISOs
are exercisable for the first time by any individual during any calendar year
(under this Plan and any other plans of the Company or its Affiliates if any)
shall not exceed the amount specified in Section 422(d) of the Internal Revenue
Code, or any successor provision in effect at the time an ISO becomes
exercisable.

               d.  The Option Agreement may contain such other terms,
provisions and conditions regarding vesting, repurchase or other similar
provisions as may be determined by the Committee and not inconsistent with this
Plan.  If an option, or any part thereof, is intended to qualify as an ISO, the
Option Agreement shall contain those terms and conditions which the Committee
determine are necessary to so qualify under Section 422 of the Internal Revenue
Code.

               e.  The Committee shall have full power and authority to extend
the period of time for which any option granted under the 1997 Option Plan is to
remain exercisable following the option holder's cessation of service as an
employee or consultant, including without limitation cessation as a result of
death or disability; provided, however, that in no event shall such option be
exercisable after the specified expiration date of the option term.

               f.  The Committee shall have full power and authority to effect
at any time and from time to time, with the consent of the affected option
holders, the cancellation of any or all outstanding options under the Plan and
to grant in substitution new options under the Plan covering the same or
different numbers of shares of Stock with the same or different exercise prices.

               g.  As a condition to option grants under the Plan, the option
holder agrees to grant the Company the repurchase rights as Company may at its
option require and as may be set forth in the Option Agreement or a separate
repurchase agreement.

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               h.  Any option granted under the Plan may be subject to a
vesting schedule as provided in the Option Agreement and, except as provided in
this Section 6 herein, only the vested portion of such option may be exercised
at any time during the Option Period.  All rights to exercise any option shall
lapse and be of no further effect whatsoever immediately if the option holder's
service as an employee is terminated for "Cause" (as hereinafter defined) or if
the option holder voluntarily terminates the option holder's service as an
employee.  The unvested portion of the option will lapse and be of no further
effect immediately upon any termination of employment of the option holder for
any reason.  In the remaining cases where the option holder's service as an
employee is terminated or due to death, permanent disability, or is terminated
by the Company (or its Affiliates) without Cause at any time, the vested portion
of the option will extend for a period of three (3) months following the
termination of employment and shall lapse and be of no further force or effect
whatsoever only if it is not exercised before the end of such three (3) month
period.  There shall be "Cause" for termination as set forth in any applicable
employment or consulting agreement or, in the absence of such agreement if (i)
the option holder is convicted of a felony, (ii) the option holder engages in
any fraudulent or other dishonest act to the detriment of the Company, (iii) the
option holder fails to report for work on a regular basis, except for periods of
authorized absence or bona fide illness, (iv) the option holder misappropriates
trade secrets, customer lists or other proprietary information belonging to the
Company for the option holder's own benefit or for the benefit of a competitor,
(v) the option holder engages in any willful misconduct designed to hone the
Company or its shareholders, or (vi) the option holder fails to perform properly
assigned duties with a failure to cure after 20 days notice.

               i.  No fractional shares of Stock shall be issued under the
Plan, whether by initial grants or any adjustments to the Plan.

          7.  USE OF PROCEEDS.

              Cash proceeds realized from the sale of Stack under the Plan
shall constitute general funds of the Company.

          8.  AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.

               a.  The Board may at any time suspend or terminate the Plan, and
may amend it from time to time in such respects as the Board may deem advisable
provided that (i) such amendment, suspension or termination complies with all
applicable state and federal requirements and requirements of any stock exchange
on which the Stock is then listed, including any applicable requirement that the
Plan or an amendment to the Plan be approved by the shareholders.  The Plan
shall

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terminate on the earlier of (i) ten (10) years from December 1, 1997 or (ii) 
the date on which no additional shares of Stock are available for issuance 
under the Plan.

               b.  No option may be granted during any suspension or after the
termination of the Plan, and no amendment, suspension or termination of the Plan
shall without the option holder's consent, alter or impair any rights or
obligations under any option granted under the plan.

               c.  The Committee, with the consent of affected option holders,
shall have the authority to cancel any or all outstanding options under the Plan
and grant new options having an exercise price which may be higher or lower than
the exercise price of cancelled options.

          9.  ASSIGNABILITY OF OPTIONS AND RIGHTS.

               a.  Subject to Subparagraph (a), no Option issued under the Plan
shall be assignable or transferable by an option holder other than by will or
the laws of descent and distribution.  An Option awarded to an option holder
during such option holder's lifetime shall be exercisable only by an option
holder or his or her guardian or legal representation.

               b.  Notwithstanding Subparagraph (a), in the case of an , an
option holder shall be permitted to transfer the Option to the option holder's
spouse, adult lineal descendants, adult spouses of adult lineal descendants and
trusts for the benefit of the option holder's minor or adult lineal descendants
(a'Related Transferee") if the Option Agreement under which the Option is
granted so specifies.  If the Option is transferred to a Related Transferee
pursuant to the preceding sentence, the Related Transferee shall, upon exercise
of the Option, hold the Stock subject to all the provisions of the transferor's
Option Agreement in the same manner as the transferor and shall execute and
deliver to the Company such instruments as the Company shall require to evidence
the same.

         10.  PAYMENT UPON EXERCISE.

              Payment of the purchase price upon exercise of any option or
right to purchase Stock granted under this Plan shall be made by giving the
Company written notice of such exercise, specifying the number of such shares of
Stack as to which the option is exercised.  Such notice shall be accompanied by
payment of an amount equal to the Option Price of such shares of Stock.  Such
payment may be (i) cash, (ii) by check drawn against sufficient funds, (iii) by
delivery to the Company of the option holder's promissory note, (iv) such other
consideration as the Committee, in its sole discretion, determines and is
consistent with the Plan's purpose and applicable law, or (v) any combination of
the foregoing.  Any Stock used to exercise

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options to purchase Stock (including Stock withheld upon the exercise of an 
option to pay the purchase price of the shares of Stock as to which the 
option is exercised) shall be valued in accordance with procedures 
established by the Committee.  Any promissory note used to exercise options 
to purchase Stock shall be a full recourse, interest-bearing obligation 
secured by Stock in the Company being purchased and containing such terms as 
the Committee shall determine.  If a promissory note is used to exercise 
options the option holder agrees to execute such further documents as the 
Company may deem necessary or appropriate in connection with issuing the 
promissory note, perfecting a security interest in the stock purchased with 
the promissory note and any related terms the Company may propose.  Such 
further documents may include, without limitation, a security agreement and 
an assignment separate from certificate.  If accepted by the Committee in its 
discretion, such consideration also may be paid through a broker-dealer sale 
and remittance procedure pursuant to which the option holder (I) shall 
provide irrevocable written instructions to a designated brokerage firm to 
effect the immediate sale of the purchased Stock and remit to the Company, 
out of the sale proceeds available on the settlement date, sufficient funds 
to cover the aggregate option price payable for the purchased Stock plus all 
applicable Federal and State income and employment taxes required to be 
withheld by the Company in connection with such purchase and (II) shall 
provide written directives to the Company to deliver the certificates for the 
purchased Stock directly to such brokerage firm in order to complete the sale 
transaction.

         11.  WITHHOLDING TAXES.

               a.  Shares of Stock issued hereunder shall be delivered to an
option holder only upon payment by such person to the Company of the amount of
any withholding tax required by applicable federal, state, local or foreign law.
The Company shall not be required to issue any Stock to an option holder until
such obligations are satisfied.

               b.  The Committee may, under such terms and conditions as it
deems appropriate, authorize an option holder to satisfy withholding tax
obligations under this Section 11 by surrendering a portion of any Stock
previously issued to the option holder or by electing to have the Company
withhold shares of Stock from the Stock to be issued to the option holder, in
each case having a fair market value equal to the a-mount of the withholding tax
required to be withheld.

         12.  CORPORATE TRANSACTION.

               a.  For the purpose of this Section 12, a "Corporate
Transaction" shall include any of the following shareholder-approved
transactions to which the Company is a party:

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                   (i)  a merger or consolidation in which the Company is not
the surviving entity, except for a transaction the principal purpose of which is
to change the State of the Company's incorporation; or

                   (ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company in liquidation or dissolution of
the Company.

               b.  Upon the occurrence of a Corporate Transaction, if the
surviving corporation or the purchaser, as the case may be, does not assume the
obligations of the Company under the Plan, then irrespective of the vesting
provisions contained in individual option agreements, all outstanding options
shall become immediately exercisable in full and each option holder will be
afforded an opportunity to exercise their options prior to the consummation of
the merger or sale transaction so that they can participate on a pro rata basis
in the transaction based upon the number of shares of Stock purchased by them on
exercise of options if they so desire.  To the extent that the Plan is
unaffected and assumed by the successor corporation or its parent company a
Corporate Transaction will have no effect on outstanding options and the options
shall continue in effect according to their terms.

               c.  Each outstanding option under this Plan which is assumed in
connection with the Corporate Transaction or is otherwise to continue in effect
shall be appropriately adjusted, immediately after such Corporate Transaction,
to apply and pertain to the number and class of securities which would have been
issued to the option holder in connection with the consummation of such
Corporate Transaction had such person exercised the option immediately prior to
such Corporate Transaction.  Appropriate adjustments shall also be made to the
option price payable per share, provided the aggregate option price payable for
such securities shall remain the same.  In addition, the class and number of
securities available for issuance under this Plan following the consummation of
the Corporate Transaction shall be appropriately adjusted.

               d.  The grant of options under this Plan shall in no way affect
the right of the Company to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

         13.  LOANS OR GUARANTEE OF LOANS.

               a.  The Committee may, in its discretion, assist any option
holder in the exercise of options granted under this Plan, including the
satisfaction of any income and employment tax obligations arising therefrom by
(i) authorizing the extension of a loan from the Company to such option holder,
(ii) permitting the option

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holder to pay the exercise price for the Stock in installments over a period 
of years or (iii) authorizing a guarantee by the Company of a third party 
loan to the option holder.  The terms of any loan, installment method of 
payment or guarantee (including the interest rate and terms of repayment) 
will be upon such terms as the Committee specifies in the applicable option 
or issuance agreement or otherwise deems appropriate under the circumstances. 
Loans, installment payments and guarantees may be granted with or without 
security or collateral (other than to option holders who are not employees, 
in which event the loan must be adequately secured by collateral other than 
the purchased Stock).  However, the maximum credit available to the option 
holder may not exceed the exercise or purchase price of the acquired shares 
of Stock plus any Federal and State income and employment tax liability 
incurred by the option holder in connection with the acquisition of such 
shares of Stock.

               b.  The Committee may, in its absolute discretion, determine
that one or more loans extended under this financial assistance program shall be
subject to forgiveness by the Company in whole or in part upon such terms and
conditions as the Committee may deem appropriate.

         14.  REGULATORY APPROVALS.

              The obligation of the Company with respect to Stock issued under
the Plan shall be subject to all applicable laws, rules and regulations and such
approvals by any governmental agencies or stock exchanges as may be required. 
The Company reserves the right to restrict, in whole or in part, the delivery of
Stock under the Plan until such time as any legal requirements or regulations
have been met relating to the issuance of Stock, to their registration or
qualification under the Securities Exchange Act of 1934, if applicable, or any
applicable state securities laws, or to their listing on any stock exchange at
which time such listing may be applicable.

         15.  NO EMPLOYMENT/SERVICE RIGHTS.

    Neither the action of the Company in establishing this Plan, nor any
action taken by the Board or the Committee hereunder, nor any provision of this
Plan shall be construed so as to grant any individual the right to remain in the
employ or service of the Company (or any parent, subsidiary or affiliated
corporation) for any period of specific duration, and the Company (or any
parent, subsidiary or affiliated corporation retaining the services of such
individual) may terminate or change the terms of such individual's employment or
service at any time and for any reason, with or without cause.

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         16.  MISCELLANEOUS PROVISIONS.

               a.  The provisions of this Plan shall be governed by the laws of
the State of Florida, as such laws are applied to contracts entered into and
performed in such State, without regard to its rules concerning conflicts of
law.

               b.  The provisions of this Plan shall inure to the benefit of,
and be binding upon, the Company and its successors or assigns, whether by
Corporate Transaction or otherwise, and the option holders, the legal
representatives of their respective estates, their respective heirs or legatees
and their permitted assignees.

               c.  The option holders shall have no divided rights, voting
rights or any other rights as a shareholder with respect to any options under
the Plan prior to the issuance of a stock certificate for such Stock.

               d.  With respect to grants to non-U.S. residents, options may be
granted hereunder which may vary from the terms of the Plan but which are
consistent with the terms hereof to the extent necessary or appropriate to
comply with foreign laws including but not limited to tax laws.



Approved by Board of Directors on January    1998.

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