EXHIBIT 10.22

            AGREEMENT TO PURCHASE AND MARKET BRAND NAME AND RECIPES

      THIS AGREEMENT, dated June 30, 1998 by and between Leroux Creek Food
Corporation,  a Colorado  corporation (the "Seller"),  and Perry's Majestic
Beer, Inc., a Delaware corporation (the "Buyer")

                                  WITNESSETH:

      WHEREAS,  Seller  is  engaged  in the  business  among  other  things,  of
manufacturing,  marketing and  distributing  applesauce,  apple sauce blends and
apple butter made from associated proprietary recipes; and

      WHEREAS,  the Seller wishes to sell,  and the Buyer wishes to purchase the
brand name, Leroux Creek Foods, and the related products and associated  recipes
of Seller as well as the  exclusive  right to  market,  distribute  and sell the
Products  produced  under the "Leroux  Creek" label,  including all  applesauce,
applesauce blends, and apple butter.

      NOW THEREFORE,  in consideration of the mutual terms, conditions and other
agreements set forth herein, the Seller and the Buyer hereby agree as follows:

                                  ARTICLE I.

                        PURCHASE AND SALE OF THE ASSETS

      1.1 Purchase of Selected  Assets.  Subject to the terms and conditions set
forth in this Agreement, the Seller agrees that, on the Closing Date, the Seller
shall  complete and execute the  documents and escrow  instructions  required to
sell, transfer,  assign,  convey and deliver to the Buyer, Seller's right, title
and  interest in and to the brand name  "Leroux  Creek  Foods",  and the related
products including all apple sauce, apple sauce blends presently  marketed,  and
the recipes for said  related  products  as of the date of this  Agreement  (the
"Products") of Seller as well as the exclusive  right to market,  distribute and
sell the Products  produced  under the "Leroux  Creek" label,  and  intellectual
property  directly  relating  to the  marketing,  sale and  distribution  of the
Products, free and clear of all liens, mortgages, security interests, claims, or
other  encumbrances of any nature  whatsoever,  which shall include,  but not be
limited to the following:

            (a) Physical Assets:  All of Seller's  customer lists,  distribution
brokerage  agreements,   advertising  plans  and  the  like,  directly  used  in
connection with the marketing, sale and distribution of the Products.

            (b) Intangible Assets: All rights, title, and interest in and to the
Products,  including,  without  limitation,  (i) the exclusive  right to market,
sell,  and  distribute  the  Products  and to sell to Seller's  past and present
customers and to utilize  Seller's  brokers;  (ii) the good will associated with
the  Products  and  the  Assets;  (iii)  a  non-exclusive  license  to  use  the
certification mark "Grown Without Pesticides" (application pending) as set forth
below in section 1.7; (iv) the right to the  packaging  designs and art graphics
for the Products;  and (v) all information concerning past and present marketing
campaigns for the Products;  (vi) all trade secrets and  associated  files which
are limited to the recipes for the products.

            (c) Leases, Licenses, etc.: All right, title, interest in and to the
leases, licenses, permits, authorizations,  contract rights, agreements, whether
written  or  oral,  orders  and  other  documents  used in  connection  with the
marketing, distribution and sale of the Products;

            (d) Intellectual  Property Rights: All trademarks,  trade names, and
other  intellectual  property  rights utilized in connection with the marketing,
sale and distribution of the Products, (excepting the rights to use or apply the
Certification Mark "Grown Without Pesticides" or its variants [the Certification
Mark], such rights  non-exclusively  licensed as set forth below in section 1.7)
including written records thereof, including,  without limitation, all rights to
the name "Leroux Creek" and all variations thereof and the registered  trademark
"Leroux Creek" and the goodwill associated with such trademarks.


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      1.2 Allocation of Purchase Price.  Purchase price of $650,000.00  shall be
allocated in full to the brand name Leroux Creek Foods.

      1.3 No Assumed Liabilities.  The Buyer shall not assume nor be responsible
for any  liabilities or obligations of the Seller or any of its affiliates  (the
"Non-Assumed Liabilities").

      1.4 Purchase of the Assets.

      (a) In  consideration  for the  Assets,  Buyers  shall  pay the sum of six
hundred fifty thousand dollars ($650,000) (the "Purchase Price") as follows:  at
Closing (as defined herein) Buyer shall (i) pay to Seller the non-refundable sum
of sixty-two  thousand five hundred  dollars  ($62,500.00)  in cash or certified
funds;  (ii) deliver to Seller for conveyance to the Escrow Agent as hereinafter
defined a promissory  note (the "Note") in the principal  amount of five hundred
eight-seven thousand five hundred dollars  ($587,500.00) bearing interest at the
rate of 9% per  annum,  principal  payable on the six month  anniversary  of the
Closing and interest payable monthly  beginning on the one-month  anniversary of
the Closing,  in the form annexed  hereto as Exhibit A, which shall be delivered
by Seller to the Escrow Agent; and (iii) enter into a Consulting  Agreement with
Edward  Tuft as set forth in  Exhibit  B  attached  hereto;  (iv)  enter  into a
Production  Agreement with Seller as set forth in Exhibit F attached hereto; (v)
provide  Seller for  delivery to the Escrow  Agent with  options to purchase two
hundred fifty thousand  (250,000)  shares of common stock,  par value $.0001 per
share,  of Buyer at fair market value at the date of the Closing.  The option to
purchase  said shares shall be in effect for five years from the date of Closing
Each exercise of an option  granted  hereunder  shall be by means of a notice of
exercise (the "Notice of Exercise")  delivered to Buyer specifying the number of
Option Shares to be  purchased.  Within five (5) days of receiving the Notice of
Exercise,  Buyer shall  schedule a closing for purchase of the stock (the "Stock
Closing") which shall be no more than five (5) days later. At the Stock Closing,
the Company shall deliver the Option Shares to Edward Tuft with the  appropriate
transfer documents and Edward Tuft shall pay to Buyer the full purchase price of
such exercised  Option Shares  whether in cash or by certified  check payable to
the order of "Perry's  Majestic Beer, Inc." All Option Shares issued pursuant to
such option shall be fully paid and  non-assessable  and shall not be subject to
any liens. Neither Edward Tuft nor any other person legally entitled to exercise
the Option shall be entitled to any of the rights or privileges of a stockholder
of the Company with respect to any common  shares  issuable upon any exercise of
the Option  unless and until the Option is  exercised;  and (vi) appoint  Edward
Tuft or his  designated  agent as a member of the Board of  Directors of Perry's
Majestic Beer, Inc.

      (b) As  further  consideration  for the  Assets,  for a period of five (5)
years from the date hereof (the  "Royalty  Period")  Seller  shall  receive from
Buyer royalty  payments equal to $.25 per case on each case of the Products sold
by Buyer  during the Royalty  Period.  Such  Royalty  Payments  shall be made to
Seller on a quarterly basis and within sixty (60) days of the end of each fiscal
quarter of Buyer.  Upon  written  request  from the Seller,  the Buyer will make
available to Seller within  thirty (30) days an  accounting of Royalty  Payments
for such quarter after the conclusion of each such fiscal quarter.

      1.5  Exclusive  Right to Market.  Distribute  and Sell.  As of the date of
Closing,  subject  to timely  payment  of the  Promissory  Note  referred  to in
paragraph 1.3, Seller shall not sell any Products bearing the names, trade names
or trademarks  referred to in this  Agreement to any person or entity other than
Buyer and Buyer's  designees.  Seller  shall sell and deliver  such  Products to
Buyer,  upon  placement of purchase  orders by Buyer,  in good and  merchantable
condition.  The  manufacturing,  shipping  and  quality of said  Products  shall
likewise be governed by the Production Agreement..

      1.6 Limitation on Assignment.  Further  Assurance.  To the extent that the
assignment  of any  contracts to be assigned to the Buyer,  as provided  herein,
shall require the consent of another party  thereto,  this  Agreement  shall not
constitute  an  agreement to assign the same if an  attempted  assignment  would
constitute a breach thereof.  To the extent required,  the Seller agrees that it
will use all reasonable  efforts to obtain the written  consent of all necessary
parties to the  assignment of the Buyer of all assigned  contracts.  If any such
consent is not obtained,  the Seller shall use all reasonable  efforts to obtain
the same and will cooperate with the Buyer,  as  appropriate,  in any reasonable
arrangement  designed by the Buyer to provide to the Buyer, as appropriate,  the
benefits  thereunder and the Buyer shall assume all  correlative  obligations to
effectuate such arrangement.

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      1.7 Certification  Mark. The Buyer understands that the Certification Mark
"Grown Without Pesticides" is now owned by the Seller. The Certification Mark is
owned by Edward Tuft and another (collectively,  the "Certification Mark Owner")
and is applied by the Seller under a nonexclusive license according to standards
which the Seller  currently  meets. The Buyer  acknowledges  Certification  Mark
Owner's  exclusive  rights  in the  Certification  Mark  notwithstanding  prior,
erroneous  efforts by the Seller to register  the  Certification  Mark under the
Seller's name. Further, the Buyer agrees to cooperate as reasonably requested by
the Certification  Mark Owner to quitclaim any apparent rights, and to take such
other  steps,  including  but not limited to  adjusting  the  appearance  of the
Certification Mark at Certification  Mark Owner's expense,  as the Certification
Mark Owner may reasonably request.  Upon Seller's request and at Buyer's option,
Buyer may agree to execute a more formal,  written license  authorizing  Buyer's
use and application of the  Certification  Mark, a more formal,  written license
for the Certification  Mark. It is understood and agreed that such license shall
include,  among other terms,  language  providing:  a) that the license is fully
paid-up,  royalty free during its initial  term; b I that its initial term shall
be for five years,  for  standards  which are not beyond the existing  standards
(which Seller currently meets), and c) that the license shall be renewable after
the initial term on the Certification Mark Owner's then-current standards and on
the Certification Mark Owner's then-current terms.

                                  ARTICLE II

                                    CLOSING

      2.1 The Closing.

      (a) The  consummation of the  transactions  contemplated by this Agreement
(the  "Closing")  shall  be  held  at a  place  chosen  by  the  parties  or the
transactions may take place in counterpart from separate locations.

      (b) At the Closing, the Seller shall execute and deliver to Western Escrow
Service  (hereafter,  "Escrow  Agent"),  to be  treated  pursuant  to the escrow
instructions  noted  in  Article  2.  l(e) and  Exhibit  C,  all  documents  and
instruments  necessary  to  transfer  to the Buyer all of the  right,  title and
interest  of the  Seller in and to the  trade  names  and  Products,  including,
without limitation:

             (i) The  Assignment  Agreement in the form annexed hereto as
Exhibit D; 
             (ii) Documents  reflecting  assignment  of all  names,  patents,
licenses and trademarks included among the purchased Assets;
             (iii) A Bill of Sale in the form annexed as Exhibit E; 
             (iv) Recipes;
             (v) The executed Production Agreement in the form annexed 
as Exhibit F;

      (c) At the  Closing,  Buyer  shall  deliver to Seller for  delivery to the
Escrow  Agent to be treated  pursuant  to the  instructions  noted in Article 2.
l(e):

            (i) The executed Consulting Agreement, Production Agreement, and 
the Royalty Agreement and

            (ii) The executed Promissory Note in the amount of $587,500.00.

      (d) At the Closing, Buyer shall deliver directly to Seller:

            (i) The  non-refundable  amount of  $62,500.00  in cash or certified
funds.

      (e) All  documents  noted in Article 2. l(b) and (c) shall be delivered to
Western Escrow Services,  Inc., 455 Palmer, Delta, CO 81416 by Seller's counsel,
and counsel shall have a fiduciary  obligation  to deliver all  documents  noted
herein.  The Escrow Agent shall be  instructed to hold the  Promissory  Note and
documents of transfer,  and shall be further  instructed  that the  documents of
transfer  as noted in Article  2.1(b) are to be  released  to Buyer or any agent
Buyer may designate upon receipt by the Escrow Agent of cash or certified  funds
in the principal  amount of $587,500.00  plus unpaid  interest.  Interest on the
Promissory  Note  shall  accrue  at the rate of 9% per  annum  from the date the
Promissory Note was signed and shall be paid monthly beginning on the one-month

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anniversary of the Closing.  Upon payment,  the cash or certified  funds will be
delivered by the Escrow  Agent to Seller or his  designated  agent.  Said Escrow
Instructions  are attached  hereto as Exhibit C, and the parties  agree that the
escrow agreement between the Escrow Agent and the Buyer and Seller shall control
the escrow portion of this contract.

      2.2 Right to Carry on Business  and Maintain  Profits.  Subject to Buyer's
timely compliance with the terms of this Agreement,  it is agreed that the Buyer
may conduct all marketing,  sales,  and distribution of the products and utilize
the name Leroux Creek and "Grown Without  Pesticides" during the pendency of the
escrow  agreement.  All  profits  generated  by the Buyer  shall be the sole and
separate  property of Buyer, it being the intention of this escrow  provision to
suspend the delivery of the legal  documents  that  transfer of rights and title
until the final payment is received so as to provide for an automatic  reversion
of the  transferred  rights if Buyer fails to pay the Promissory  Note when due.
Once escrow is closed,  Buyer shall have all rights transferred by the documents
referred to in Article 2.1(b).

      2.3  Earnest  Money as  Liquidated  Damages.  Regardless  of  whether  the
Promissory  Note is paid in full and the escrow closed,  the $62,500.00  paid at
closing  shall  remain  Seller's  sole and  separate  property,  and should this
contract fail due to the failure of Buyer to pay said  Promissory  Note in full,
Seller shall retain said $62,500.00 as liquidated damages for the breach of this
Agreement  and this  Agreement  shall be considered  null and void.  Under these
circumstances,  Buyer shall have no further obligation under the Promissory Note
or this  contract  and  exhibits  other than for the  payment  of  manufacturing
charges pursuant to the Production Agreement.

      2.4 Additional Actions to be Taken on the Closing Date.

      (a)  Liens/Consents.  The Seller shall have  satisfied and  discharged all
liens on the Assets as well as providing all  necessary  consents to transfer or
assign the Assets to Buyer, in form and substance satisfactory to the Buyer.

      (b) Consents.  The Buyer shall have received  consents to the transactions
contemplated by this Agreement signed by its Board of Directors.

      (c) Bulk  Sales  Act.  In the event  that it is  determined  by a court of
competent  jurisdiction  that  Article  6 of  the  Uniform  Commercial  Code  is
applicable to this transaction, Seller agrees to indemnify Buyer from any losses
incurred by Buyer arising our of or resulting  from the failure of the Seller to
comply with Article 6 of the Uniform Commercial Code. The agreement set forth in
this Section 2.2c shall expressly survive the Closing.

      (d) Taxes.  All taxes relating to or affecting the Assets and the Products
shall be paid in full, or reserved for, as of the Closing Date.

                                 ARTICLE III.

                 REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Buyer as follows:

      3.1 Organization and  Qualification.  The Seller is a corporation  validly
existing  and in good  standing  under the laws of the State of Colorado and has
all requisite  corporate  power and authority to (a) own,  lease and operate its
properties and assets as they are now owned, leased and operated,  and (b) carry
on its business as now presently  conducted an as proposed to be conducted.  The
Seller is duly qualified to do business in each jurisdiction in which the nature
of its business or properties makes such qualification necessary.

      3.2 Validity and  Execution  of  Agreement.  The Seller has the full legal
right,  capacity and power and all  requisite  corporate  authority and approval
required  to enter  into,  execute  and  deliver  this  Agreement  and any other
agreement  or  instrument   contemplated   hereby,  and  to  perform  fully  its
obligations  hereunder  and  thereunder.  The  shareholders  of Seller have each
approved the  transactions  contemplated  pursuant to this Agreement and each of
the other  agreements  required to be entered  into  pursuant  hereto by Seller.
Seller has taken all actions,  required by law, its certificate of incorporation
and  bylaws  to  authorize  its  execution,  delivery  and  performance  of this
Agreement an

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the consummation of the  transactions  contemplated  hereby.  This Agreement and
such other  agreements and instruments  have been duly executed and delivered by
Seller  and  each  constitutes  the  valid  and  binding  obligation  of  Seller
enforceable against it in accordance with its terms.

      3.3 No Conflict.  Neither the execution and delivery of this Agreement nor
the performance by the Seller of the transactions  contemplated  hereby will (a)
violate  or  conflict  with  any  of  the  provisions  of  its   Certificate  of
Incorporation of by-laws or other  organizational  documents of the Seller;  (b)
result in the  acceleration  of, or entitle any party to accelerate the maturity
or the cancellation of the performance of any obligation under, or result in the
creation or imposition of any lien in or upon the Assets or constitute a default
(or an event which might, with the passage of time or giving of notice, or both,
constitute  a default)  under any  contract;  (c) violate or  conflict  with any
order, judgment,  regulation or ruling of any governmental or regulatory body to
which the  Seller is a party or by which any of its  property  or assets  may be
bound or affected or with any  provision of any law,  rule,  regulation,  order,
judgment,  or ruling of any  governmental  or regulatory  body applicable to the
Seller.

      3.4 Litigation.  There are no outstanding orders, judgments,  injunctions,
investigations,  awards or decrees of any court, governmental or regulatory body
or arbitration  tribunal by which the Seller, or any of its securities,  assets,
properties,  or business are bound, and which would adversely affect the Assets.
There are no actions, suits, claims,  investigations,  legal,  administrative or
arbitral   proceedings  pending  or,  to  the  best  knowledge  of  the  Seller,
threatened,  (whether  or not the  defense  thereof  or  liabilities  in respect
thereof are covered by insurance) against or affecting the Seller, or any of its
assets  or  properties,  that,  individually  or in  the  aggregate,  could,  if
determined  adversely to the Seller,  reasonably  be expected to have a material
adverse  effect on the Assets,  nor, to the best  knowledge  of the Seller,  are
there any facts  which  could  reasonably  be  expected to give rise to any such
action,  suit,  claim,  investigation  or  legal,   administrative  or  arbitral
proceeding.

      3.5 The Assets. The Seller owns outright and has good and marketable title
to all of the Assets,  (both  tangible  and  intangible),  free and clear of any
lien, pledge,  hypothecation,  mortgage, security interest, claim lease, charge,
option, right of first refusal,  easement,  servitude, or other encumbrance (the
"Liens").  The Assignment Agreement and such other conveyance documents as shall
have been  executed and  delivered to the Buyer will convey good and  marketable
title to the Assets, free and clear of any liens.

      3.6 Intangible  Property.  The documents set forth in Article 2. 1 (b)(ii)
set forth all patents, trademarks, service marks, trade names, copyrights, logos
and the like and franchises,  all applications for any of the foregoing, and all
permits,  grants and licenses or other rights held or owned by, or running to or
from  the  Seller,  relating  to  the  Assets  (collectively,   the  "Intangible
Property"),  true and  complete  copies  of which  have been  delivered  or made
available to the Buyer.  All of the  Intangible  Property is included  among the
Assets.  It is  understood  that  the  Certification  Mark is  specifically  not
included  as part of the  Assets  or the  Intangible  Property.  To the  best of
Seller's knowledge, no patent, invention,  trademark, service mark or trade name
of any  other  Person  infringes  upon,  or is  infringed  upon  by,  any of the
Intangible  Property  and the Seller has not received any notice of any claim of
infringement,  either within the last twelve months or which is material, of any
other  Person with respect to any of the  Intangible  Property or any process or
confidential  information  relating thereto, and the Seller does not know of any
basis for any such charge or claim. All of the Intangible  Property is valid and
in good standing.  Seller has a right to sell all of the Intangible  Property to
Buyer and the sale of the  Intangible  Property  shall not operate in any way to
adversely  affect any  patent,  license,  trademark,  trade name,  invention  or
service mark included among the Intangible Property. The Seller has not received
any notice or inquiry indicating, or claiming, that the manufacture, sale or use
of any of the  assets  conveyed  herewith  infringes  upon the  patent  or other
intellectual  property  rights of any other Person.  Seller  represents  that no
approval  or consent of any person is needed so that the  interest of the Seller
in the  Intangible  Property  shall  continue to be in full force and effect and
enforceable  by  the  Buyer  following  the  consummation  of  the  transactions
contemplated  hereby.  Seller  represents  that there are no  security  interest
encumbering  the intangible  assets and in  furtherance  of this  representation
Seller  shall  exercise  due  diligence  to  procure  a letter  from the SBA and
Colorado  National  Bank  stating  that they have no  security  interest  in the
intangible property being transferred by this Agreement.

      3.7 Undisclosed Liabilities. Seller represents that it has no direct or 
indirect, indebtedness,  liability, claim, loss, damage, deficiency,  obligation
or responsibility, fixed or unfixed, choate or

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inchoate,  liquidated or unliquidated,  secured or unsecured, accrued, absolute,
contingent or otherwise which does or may affect the Assets  (collectively,  the
"Liabilities").

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      3.9 Tax Matters.

      (a) All Tax  Returns  required  to be filed  with  respect  to the  Seller
relating  to the Assets have been duly filed and were in all  material  respects
true, complete and correct and filed on a timely basis;

      (b) the Seller has paid all Taxes that are due,  or claimed or asserted by
the IRS or any other taxing  authority  ("Taxing  Authority") to be due from the
Seller for the periods  covered by such Tax Returns or Seller has duly and fully
provided reserves adequate to pay all Taxes in the Financials;

      (c) The Seller has complied in all material  respects with all  applicable
laws relating to withholding of Taxes  including  withholding  Taxes pursuant to
Sections 1441 and 1442 of the Internal  Revenue Service ("IRS") Code of 1986, as
amended (the "Code") and similar provisions under any other applicable laws, and
the payment thereof over to the Taxing Authorities; and

      (d) the Income Tax returns of the Seller have not been audited or examined
by any of the Taxing Authority  (including the IRS) for any period for which the
applicable  statute of  limitation  period has not yet expired and no statute of
limitations for any such period has been extended.

      3.10 Contracts and Other  Agreements.  Seller represents that there are no
written  agreements  (and,  to the  best  knowledge  of  the  Seller,  any  oral
agreements) and arrangements to which (i) the Seller is a party and which affect
the  Assets,  or (ii) by or to which  any of the  Assets  are  bound or  subject
(collectively, the "Contracts").

      3.11 Interest with Affiliates. No Affiliate of the Seller has any interest
in any of the Assets.

      3.12 Employees. The Seller is not a party to, and there does not otherwise
exist, any agreements with any labor  organization,  collective  bargaining,  or
similar  agreement  with respect to employees of the Seller,  which would affect
the Division or the Assets. The Seller is in compliance in all material respects
with its obligations under all Federal,  state and local statues and ordinances,
executive orders, regulations, and common law governing its employment practices
with respect to the Seller.

      3.13  Licenses. Permits. and Government Approvals. Seller has no knowledge
of any requirement to maintain any governmental permits, licenses, registrations
and other governmental  consents (federal,  state and local) with respect to the
Assets.

      3.14 Compliance with Laws. Seller has no knowledge of any requirement that
Seller comply with any applicable  federal,  state, and local laws,  regulations
and ordinances or any requirement of any  governmental or regulatory body, court
or arbitrator  affecting the Assets, the failure to comply with which could have
a  material  adverse  effect on the  Assets.  Neither  the Seller nor any of its
representatives, agents, employees, or affiliates has made or agreed to make any
payment to any person which would be unlawful.  Seller has obtained all required
federal and state regulatory approvals to permit the manufacture and sale of the
Products.  Seller has obtained  all  requisite  approvals  from all federal ends
state  regulatory  authorities  fort the Products and has not been not) filed by
any such authority that is in violation of any rules, regulations, or other laws
relating to such approval.

      3.15 Products.  Seller represents that there are no statements,  citations
or decisions by any governmental or regulatory body that any product ("Product")
manufactured,  marketed,  distributed,  sold,  leased  or  serviced  that  would
otherwise  be  included  among the Assets is  defective,  has been sold  without
government  approval,  or fails to meet in any  material  respect any  standards
promulgated  by any such  governmental  or regulatory  body.  There have been no
recalls ordered by any such  governmental or regulatory body with respect to any
Product.  To the best of Seller's  knowledge,  there is no fact  relating to any
Product that may impose upon the Seller (or the Buyer upon  consummation  of the
transactions contemplated hereby) a duty to recall any Product or a duty to warn
customers of a defect in any Product.

      3.16  Disclosures.  To  the  best  of  Seller's  knowledge,  neither  this
Agreement,  nor any Exhibit to this Agreement  contains an untrue statement of a
material fact or omits a material fact necessary

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to  make  the  statements  contained  herein  or  therein  not  misleading.  All
statements,  documents,  certificates or other items prepared or supplied by the
Seller with respect to the transactions  contemplated  hereby are true,  correct
and  complete  and  contain  no untrue  statement  of a  material  fat or omit a
material fact necessary to make the statements contained therein not misleading.

      3.17  Sales  and  Customer  Information.  Seller  has  delivered  to Buyer
information concerning sales of the Products, manufacturing costs, marketing and
sales expenses and other information concerning the marketing,  distribution and
sales of the Products (the "Sales  Information").  The Sales Information is true
and correct and accurately reflects the information disclosed.

      3.18 Opinion of Counsel.  Seller's  counsel shall issue an opinion  letter
verifying that,  based upon the information  given him by Seller that the Seller
is a valid  corporation  in good standing in the state of Colorado;  that Seller
has  taken  all  corporate  action  necessary  to  authorize  and  approve  this
transaction;  that this  transaction  will not violate any provision of Seller's
corporate  documents;  that Seller is legally capable of  transferring  good and
marketable  title to the assets being  transferred and that counsel is not aware
of any liens, claims or encumbrances to which the assets are subject.

      3.19  Survival.  All of the  representations  and warranties of the Seller
contained  herein  shall  survive the Closing Date until the date upon which the
liability to which any claim relating to any such  representation or warranty is
barred by any applicable statutes of limitations.

                                  ARTICLE IV.
                  REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Seller as follows:

      4.1 Organization  and  Qualification.  The Buyer is a corporation  validly
existing and in good standing  under the laws of the State of Delaware,  and has
all requisite  corporate  power and authority to (a) own,  lease and operate its
properties  and assets as they are now owned,  leased and operated and (b) carry
on its business as now presently  conducted and is duly qualified to do business
in each  jurisdiction  in which the nature of its business or  properties  makes
such qualification necessary.

      4.2 Validity  and  Execution  of  Agreement.  The Buyer has the full legal
right,  capacity and power and all  requisite  corporate  authority and approval
required  to enter  into,  execute,  and deliver  this  Agreement  and any other
agreement  or  instrument   contemplated   hereby,  and  to  perform  fully  its
obligations  hereunder and  thereunder.  The board of directors of the Buyer has
approved the  transaction  contemplated  by this Agreement and each of the other
agreements  required  to be entered  into  pursuant  hereto by the  Buyer.  This
Agreement and such other agreement and  instruments  have been duly executed and
delivered by the Buyer and each constitutes the valid and binding  obligation of
the Buyer enforceable against it in accordance with its terms.

      4.3 No Conflict.  Neither the execution and delivery of this Agreement nor
the performance by the Buyer of the  transactions  contemplated  herein will (a)
violate  or  conflict  with  any  of  the  provisions  of  its   Certificate  of
Incorporation  or bylaws or other  organizational  documents;  or (b) violate or
conflict  with any  provision of any law,  rule,  regulation,  order,  judgment,
decree  or  ruling  of any  court or  federal,  state or local  Governmental  or
Regulatory body applicable to Buyer.

      4.4  Survival.  All of the  representations  and  warranties  of the Buyer
contained  herein  shall  survive the Closing Date until the date upon which the
liability to which any claim relating to any such  representation or warranty is
barred by any applicable statutes of limitations.

                                   ARTICLE V
                             CONDITIONS TO CLOSING

      5.1 Obligations of Seller and Buyer. The respective  obligations of Seller
and Buyer to consummate the transactions contemplated hereby shall be subject to
the fulfillment,  prior to or at Closing,  of each of the following  conditions,
any one or a portion of which may be waived in writing:

                                      7

<PAGE>





      (a)  Consents.  Seller  shall have  obtained  all  necessary  consents  to
assignment of all parties to contracts relating to the Assets. Seller shall have
executed and delivered to Buyer a certificate,  dated as of the Closing date and
signed by its President containing  certified  resolutions of Seller authorizing
Seller to enter into this Agreement and the  transactions  contemplated  hereby.
Buyer shall have executed and delivered to Seller a certificate, dated as of the
date of the Closing and signed by its President containing certified resolutions
of Buyer  authorizing  Buyer to enter into this  Agreement and the  transactions
contemplated hereby.

      (b) No Suits or Actions. At Closing no suit, action, proceeding shall have
been  threatened,  instituted,  or commenced  to  restrain,  enjoin or otherwise
prevent the  consummation  of this  Agreement or the  transactions  contemplated
hereby.

      (c)  Consulting  Agreement.  Edward Tuft and Buyer shall have entered into
the Consulting Agreement attached as Exhibit B.

      (d)  Instruments of  Conveyance.  Seller and Buyer shall have executed and
delivered  to  Escrow  Agent  all such  documents  and  instruments  as shall be
necessary to convey,  transfer and assign to Buyer all of Buyer's  right,  title
and interest in and to the Assets, including, but not limited to, the Assignment
Agreement attached as Exhibit D and the Bill of Sale attached as Exhibit E.

      (e)  Production  Agreement.  Buyer and Seller  shall have entered into and
delivered to Escrow Agent the Production Agreement attached as Exhibit F.

      (f) Buyer shall have executed and delivered to Escrow Agent the Promissory
Note attached as Exhibit A.

      (g) Buyer shall have executed and  delivered to Seller the  non-refundable
sum of $62,500.00 in cash or certified funds.

      (f) Lack of Material Changes. At Closing, there shall not have been:

      (i) any change in the condition,  financial or otherwise, of the Assets of
Seller,  other than  changes in the ordinary  course of business  which have not
been either in any case or in the aggregate materially adverse;
      (ii) any act  outside  the  ordinary  course of  business  which  material
adversely affects the Assets;

     (iii) any damage,  destruction,  or loss of any of the Assets, not 
adequately compensated by insurance, materially adversely affecting the business
or prospects of Seller;

      (iv) any  waiver by Seller of any  right of  substantial  value,  material
default under the terms of any contract,  agreement or other instrument to which
it is a party or by which it is bound;

      (v) any sale, lease,  transfer, or other disposition or mortgage or pledge
of any Asset,  nor shall  there be imposed or  suffered  to be imposed any lien,
claim,  charge,  security  interest or other  restriction  of any kind or nature
whatsoever on any Asset.

      5.2 Additional Conditions.

      (a)  There are no  actions,  suits,  or  proceedings  pending,  threatened
against or affecting  Seller or Buyer which might result in any material adverse
change  in the  licenses,  business,  operations,  properties  or  assets or the
condition,  financial or otherwise,  of Seller or Buyer, or in any way involving
this Agreement or the transactions contemplated hereby;

      (b)  Neither  Buyer nor Seller know of, and has no  reasonable  grounds to
know of, any basis for any such action or proceeding;

      (c) there is no order or decree of any court or agency  directed to Seller
or Buyer arising out of any judicial,  or quasi judicial,  proceeding before any
such court or agency with respect to Seller or Buyer being in default;


                                      8

<PAGE>



      (d) Seller and Buyer have complied in all material respects with all laws,
regulations,  rules,  ordinances,  decrees,  or orders of any court,  government
(federal,  state or local) department,  commission,  board, agency, official, or
other regulatory, administrative or governmental authority.

                                  ARTICLE VI
                                INDEMNIFICATION

      6.1 Indemnification.

      (a) The Seller agrees to indemnify, defend and hold harmless the Buyer and
its respective directors, officers, employees,  shareholders, and any Affiliates
of the foregoing,  and their  successors and assigns  (collectively,  the "Buyer
Group") from and against any and all losses, liabilities, (including punitive or
exemplary  damages and fines or penalties  and any interest  thereon),  expenses
(including  reasonable  fees  and  disbursements  of  counsel  and  expenses  of
investigation  and defense),  claims,  liens, or other obligations of any nature
whatsoever  (hereinafter  individually,  a "Loss"  and  collectively,  "Losses")
suffered  or  incurred by the Buyer  Group,  which arise out of,  result from or
relate  to (i) any  breach  of any  representation  or  warranty  of the  Seller
contained in Article III and (ii) any breach of any covenant or agreement of the
Seller contained in this Agreement or in any other document contemplated herein.
Such  indemnification  shall be limited to the total  proceeds  received  by the
Buyer under this Agreement.

      (b) The Buyer agrees to indemnify, defend and hold harmless the Seller and
its directors,  officers, employees, and shareholders, and any Affiliates of the
forgoing,  and their  successors and assigns from and against any and all Losses
suffered or incurred by them which, directly or indirectly, arise out of, result
from or relate to (i) any inaccuracy in or any breach of any  representation  or
warranty  of the  Buyer  contained  in  Article  IV and (ii) any  breach  of any
covenant or agreement of the Buyer  contained in this  Agreement or in any other
document contemplated by this Agreement.

      6.2  Method of  Asserting  Claims.  The party  making a claim  under  this
Article VI is referred to as the "Indemnified  Party" and the party against whom
such  claims  are  asserted  under  this  Article  VI  is  referred  to  as  the
"Indemnifying  Party". All claims by any Indemnified Party under this Article VI
shall be asserted and resolved in accordance  with the terms and  provisions set
forth in Sections 6.2(a) - (c) below.

      (a) In the event that any claim or demand for which an Indemnifying  Party
would be liable to an Indemnified  Party hereunder is asserted against or sought
to be collected from such Indemnified  Party by a third party,  said Indemnified
party shall,  with  reasonable  promptness,  notify in writing the  Indemnifying
Party of such claim or demand,  specifying  the nature of the specific basis for
such claim or  demand,  and the amount or the  estimated  amount  thereof to the
extent then feasible (which estimate shall not be conclusive of the final amount
of such claim and  demand);  any such  notice,  together  wit any  notice  given
pursuant  to Section  6.2(b)  hereof,  collectively  being the  "Claim  Notice";
provided, however, that any failure to give such claim Notice will not be deemed
a waiver of any rights of the Indemnified  party except to the extent the rights
of the Indemnifying Party are actually prejudiced.  The Indemnifying Party, upon
request of the Indemnified  Party, shall retain counsel (who shall be reasonably
acceptable to the  Indemnified  party) to represent the Indemnified  Party,  and
shall  pay the fees and  disbursements  of such  counsel  with  regard  thereto,
provided,  further, that any Indemnified party is hereby authorized prior to the
date on which it receives written notice from the Indemnifying Party designating
such counsel, to retain counsel, whose fees and expenses shall be at the expense
of the Indemnifying Party, to file any motion, answer or other pleading and take
such other  action  which it  reasonably  shall deem  necessary  to protect  its
interest  or those  of the  Indemnifying  party  until  the  date on  which  the
Indemnified  party receives such notice from the Indemnifying  Party.  After the
Indemnifying  Party shall retain such counsel,  the Indemnified party shall have
the right to retain its own  counsel,  but the fees and expenses of such counsel
shall be at the expense of such  Indemnified  Party unless (i) the  Indemnifying
Party and the  Indemnified  Party shall have mutually agreed to the retention of
such counsel or (ii) the named  parties of any such  proceeding  (including  any
impeded parties) include both the Indemnifying  Party and the Indemnified  Party
and  representation  of both parties by the same counsel would be  inappropriate
due to accrual or potential  differing  interests between them. The Indemnifying
Party shall not, in connection  with any  proceedings or related  proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one such
firm for the  Indemnified  Party  (except to the extent  the  Indemnified  Party
retained  counsel to protect its (or the  Indemnifying  Party's) rights prior to
the selection of counsel

                                      9

<PAGE>



by the Indemnifying  Party.  The Indemnified  party agrees to cooperate with the
Indemnifying  Party and its counsel in contesting  any claim or demand which the
Indemnifying Party defends. No claim or demand may be settled by an Indemnifying
Party or, where permitted  pursuant to this Agreement,  by an Indemnified  Party
without the consent of the Indemnified Party in the first case or the consent of
the  Indemnifying  Party  in  the  second  case,  which  consent  shall  not  be
unreasonably withheld, unless such settlement shall be accompanied by a complete
release of the Indemnified Party int eh first case or the Indemnifying  Party in
the  second  case,  or,  where  permitted  pursuant  to  this  Agreement,  by an
Indemnified party without the consent of the Indemnified Party in the first case
or the consent of the Indemnifying Party in the second case.

      (b) In the event any  Indemnified  Party  shall have a claim  against  any
Indemnifying  Party  hereunder  which does not  involve a claim or demand  being
asserted  against  or  sought  to be  collected  from it by a third  party,  the
Indemnified  Party shall send a Claim  Notice with  respect to such claim to the
Indemnifying  Party. If the Indemnifying  Party~does not dispute such claim, the
amount of such claim shall be paid to the  Indemnified  Party within twenty (20)
days of receipt of the Claim Notice.

      (c) So  long as any  right  to  indemnification  exists  pursuant  to this
Article  VI, the  affected  parties  each  agree to retain  all books,  records,
accounts,  instruments and documents  reasonably related to the Claim Notice. In
each instance, the Indemnified Party shall have the right to be kept informed by
the  Indemnifying  Party and its legal  counsel with respect to all  significant
matters  relating to any legal  proceedings.  Any  information or documents made
available  to  any  party   hereunder,   which   information  is  designated  as
confidential by the party providing such information, and which is not otherwise
generally  available  to the  public,  or  which  information  is not  otherwise
lawfully  obtained from third parties or not already within the knowledge of the
party to whom the  information  is  provided  (unless  otherwise  covered by the
confidentiality  provisions of any other agreement among the parties hereto,  or
any of them),  and except as may be required by  applicable  law or requested by
third party  lenders to such party,  shall not be  disclosed to any third Person
(except  for  the   representatives   of  the  party  being  provided  with  the
information,  in which event the party being provided with the information shall
request its representatives not to disclose any such information).

                                  ARTICLE VII
                     POST-CLOSING COVENANTS OF THE PARTIES

      7.1 Tax Matters.  With respect to the Assets,  the Seller shall provide to
Buyer on demand such  information  as shall  reasonably be requested by Buyer to
enable Buyer to prepare and file timely Buyer's federal,  state and local income
Tax Returns and all forms, schedules and attachments related thereto.

      7.2 Non-Competition.  As a material inducement to cause the Buyer to enter
into this Agreement and to consummate the transactions  contemplated hereby, and
in  further  consideration  for the  payments  to be made by Buyer  pursuant  to
Section  1.2,  Seller,  on  behalf  of  itself,  its  officers,  directors,  and
affiliates  (the  "Restricted  Parties") shall not, for a period of twelve years
following  the date of  Closing  (i)  engage in the  wholesale  or retail  sale,
marketing,  or distribution  of Grown Without  Pesticide  applesauce  within the
United  States;  however,  nothing  contained  herein shall in any way limit the
right of Seller to produce and  manufacture  apple sauce or related  products of
others on a custom basis;  (ii) take any action  outside the ordinary  course of
business  which could have a material  adverse effect on the Assets of the Buyer
following the Closing Date. If any court  determines that this covenant,  or any
part thereof, is unenforceable  because of the duration of such provision or the
area covered thereby,  such court shall have the power to reduce the duration or
area of such  provision and, in its reduced form,  such provision  shall then be
enforceable and shall be enforced.

      This  section  7.2 is  expressly  contingent  upon  payment in full of all
obligations herein by the Buyer under the terms of the Agreement, which is to be
construed  as  payment  in full of the  principal  and  interest  due  under the
Promissory Note.

      7.3  Confidentiality.  From and after the Closing Date, the Seller and its
shareholders  shall not disclose or furnish to any other  Person,  except to the
extent required by law or by order of any court or governmental  agency, (a) any
information  which  is not  generally  known  in the  industry  relating  to any
license, patent, process,  technique, or procedure transferred to Buyer pursuant
hereto or used in connection with the Assets;  (b) any information  which is not
generally known in the industry

                                      10

<PAGE>



relating  to the  operations  or  financial  status  of the  Buyer  which is not
specifically a matter of public  record;  or (c) any trade secrets in connection
with the Assets.

                                 ARTICLE VIII
                                 MISCELLANEOUS

      8.1 Sales and Transfer  Taxes.  All required  filings under any applicable
Federal,  state,  foreign  or local  sales  tax,  stamp tax or  similar  laws or
regulations  shall be made by the Buyer and, at Closing,  Buyer shall deliver to
Seller  either (a) proof of the  payment of any sales tax  assessed  pursuant to
such  filings  or (b)  statements  of no sales tax due,  as the case may be. The
parties  agree that any and all  transfer,  sales or stamp taxes and any similar
taxes or  assessments  imposed on the  transfer  of the  Assets and the  Assumed
Liabilities  in  accordance  with  the  terms of this  Agreement  shall be borne
equally by the Buyer and Seller.

      8.2  Post-Closing  Further  Assurances.  At any time and from time to time
after the Closing  Date at the  request of either  party,  and  without  further
consideration,  the other party will execute and deliver, or cause the execution
and  delivery  of,  such  other  instruments  of  sale,  transfer,   conveyance,
assignment and  confirmation  and take or cause to be taken such other action as
the party  requesting  the same may  reasonably  deem  necessary or desirable in
order to transfer,  convey and assign more  effectively to the requesting  party
all of the property and rights intended to be conveyed to such party pursuant to
the provisions of this Agreement.

      8.3 Notices.  All notices,  requests,  demands,  and other  communications
required or  permitted  to be given  hereunder  shall be in writing and shall be
given personally, telegraphed, sent by facsimile transmission or sent by prepaid
air courier,  same day or  overnight  messenger,  or  certified,  registered  or
express  mail,  postage  prepaid.  Any such notice  shall be deemed to have been
given (a) when received, if delivered in person, telegraphed,  sent by facsimile
transmission  and confirmed in writing within three (3) business days thereafter
o sent by prepaid air courier, same day or overnight messenger, or (b) three (3)
business days following the mailing thereof,  if mailed by certified first class
mail, postage prepaid, return receipt requested, in any such case as follows (or
to such other  address or addresses as a party may have advised the other in the
manner provided in this Section 8.3):

If to the Seller, to:

Leroux Creek Food Corporation
970-3100 Road
Hotchkiss, CO 81419
Attn: Edward Tuft
Federal Tax ID: 84-0988864
Telephone Number: (970)872-2256
Telecopier Number: (970)872-2250

If to Buyer, to:

Perry's Majestic Beer, Inc.
38 West 32nd Street
New York, NY 10001
Attn: Robert Sipper
Federal Tax ID:
Telephone Number: (212) 564-2260
Telecopier Number: (212) 564-1862

      8.4 Entire  Agreement.  This  Agreement  (including  the Exhibits) and the
agreements,   certificates  and  other  documents  delivered  pursuant  to  this
Agreement  contain the entire  agreement  among the parties  with respect to the
transactions  described herein,  and supersede all prior agreements,  written or
oral, with respect thereto.

      8.5 Waivers and  Amendments.  This  Agreement may be amended,  superseded,
canceled,  renewed,  or extended,  and the terms hereof may be waived, only by a
written  instrument signed by the parties hereto or, in the case of a waiver, by
the party  waiving  compliance.  No delay on the part of any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof.

                                      11

<PAGE>



      8.6 Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Colorado,  without regard to principles
of conflicts of law. Venue shall be in Delta County, Colorado.

      8.7 Binding Effect; No Assignment. This Agreement shall be binding upon 
and  inure to the  benefit  of the  parties  and  their  respective  successors,
assigns, and legal representative. This

Agreement is not assignable  except by written  consent of the parties,  and any
other purported assignment shall be null and void.

      8.8 Variations in Pronouns.  All pronouns and any variations thereof refer
to the  masculine,  feminine or neuter,  singular or plural,  as the context may
require.

      8.9 Counterparts.  This Agreement may be executed by the parties hereto in
separate counterparts,  each of which when so executed and delivered shall be an
original,  but all such counterparts shall together  constitute one and the same
instrument.  Each  counterpart  may  consist of a number of copies  hereof  each
signed by less than all, but together signed by all of the parties hereto.

      8.10 Exhibits.  The Exhibits attached hereto are a part of this Agreements
as if fully set forth herein.  All references herein to Exhibits shall be deemed
references to such parts of this Agreements,  unless the context shall otherwise
require.

      8.11 Effect of Disclosure on Exhibits.  Any item  disclosed on any Exhibit
shall  only be  deemed  to be  disclosed  in  connection  with (a) the  specific
representation and warranty to which such Exhibit is expressly  referenced;  (b)
any specific  representation and warranty which expressly  cross-references such
Exhibit  and (c) any  specific  representation  and  warranty to which any other
Exhibit  to  this  Agreement  is  expressly  referenced  if such  other  Exhibit
expressly cross-references such Exhibit.

      8.12 Headings.  The headings in this agreement are for reference only, and
shall not affect the interpretation of this Agreement.

      8.13  Severability  of Provisions.  If any provision or any portion of any
provision of this Agreement or the  application of such provision or any portion
of such  provision  to any  Person  or  circumstance  shall  beheld  invalid  or
unenforceable,  the  remaining  portion  of such  provision  and  the  remaining
provisions of these  Agreement,  or the application of such provision or portion
or  such  provision  as  is  held  invalid  or   unenforceable   to  persons  or
circumstances  other than those as to which it is held invalid or unenforceable,
shall not be affected thereby.

      8.14 Brokers.  Each party hereto represents and warrants that no broker or
finder is entitled to any  brokerage  or finder's fee or other  commission  from
such party, based on agreement, arrangements or undertakings made by such party,
in connection with the transactions contemplated hereby.

      8.15 Expenses.  Whether or not the transactions  contemplated hereby shall
be  consummated,  each party shall  (except as otherwise  specifically  provided
herein) pay its own expenses incident to the preparation and performance of this
Agreement.

      8.16  Termination.  It is  specifically  understood that this Agreement is
tied into the Buyer's timely payment of all interest and principal  payments due
under the Promissory  Note.  Buyer's failure to make payments when due under the
Promissory  Note, or  termination  of this Agreement for any reason prior to the
payment in full of the principal and interest due on the Promissory  Note,  will
cause the obligation of Seller under this Agreement to cease and Seller may then
resume  producing and marketing  Leroux Creek  products under their own name and
for their own profit.



                                      12

<PAGE>



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

                                           LEROUX CREEK FOOD CORPORATION


                                       /s/ Edward Tuft, President
                                       --------------------------
                                           Edward Tuft, President

                                           PERRY'S MAJESTIC BEER, INC.


                                       /s/ Robert Sipper, President
                                       ----------------------------
                                           Robert Sipper, President



                                      13

<PAGE>



                                   EXHIBIT A

                                PROMISSORY NOTE



$587,500.00                        Hotchkiss, Colorado       June __, 1998


      On  January 2, 1999,  for value  received,  Perry's  Majestic  Beer,  Inc.
promises to pay to the order of Leroux  Creek Food  Corporation  the sum of Five
Hundred Eight-Seven Thousand, Five Hundred Dollars and no cents ($587,500.00) at
970-3100 Road,  Hotchkiss,  Colorado 81419 with interest therefor at the rate of
nine (9) per centum per annum from date until due,  payable with  interest  only
payments of $4,406.25 per month  beginning July ____, 1998 and continuing on the
____ day of each  successive  month plus a final  payment of  interest  plus the
principal amount of $591,900.25 due January 2, 1999.

      In the event of prepayment,  maker shall pay all taxes, expenses, fees and
costs reasonably incurred by Payee as a result of such pre-payment.

Failure to pay any  principal or interest  when due shall cause this entire note
to become due and  collectible  at once,  in which  case  accrued  interest  and
principal  shall,  from and after the date of such  default,  bear  interest  at
fifteen (15) per centum per annum.

The makers,  endorsers,  sureties and  guarantors of this note  severally  waive
presentment for payment,  notice of nonpayment,  protest, and notice of protest;
and in the event this note be collected by an  attorney,  by suit or  otherwise,
agree to pay a reasonable attorney's fee.

                                   PERRY MAJESTIC BEER, INC.




                                   By: Robert Sipper, President


<PAGE>



                                   Exhibit B

                             CONSULTING AGREEMENT

      THIS AGREEMENT,  dated June 30, 1998 by and between Perry's Majestic Beer,
Inc., a Delaware corporation ("Perry's") and Edward Tuft (the "Consultant").

                                  WITNESSETH:

      Consultant  agrees to render certain  consulting  services to Perry's upon
the terms and conditions set forth below:

      1. Payment by Perry's.  As full and total  consideration  for the services
provided by the  Consultant to Perry's,  Perry's hereby grants to Consultant the
right and option (the  "Option")  to purchase  five hundred  thousand  (500,000)
shares of  Perry's  common  stock,  par value  $.0001 per  share,  (the  "Option
Shares") adjusted to reflect any stocks splits or reverse splits, at an exercise
price equal to the fair market value of the Option Shares as of the date of this
Agreement (the "Option Shares"). The Option shall be exercisable for a period of
five (5) years  from the date of the  execution  of this  Agreement.  The Option
Shares  granted to Consultant  pursuant to this Paragraph 1 hereof shall vest as
follows:  (i) two hundred  thousand  (200,000) upon execution of this Agreement;
(ii) one hundred thousand (100,000) on the one year anniversary of the execution
of this  Agreement;  (iii)  one  hundred  thousand  (  100,000  on the two  year
anniversary of the execution of this  Agreement;  and (iv) one hundred  thousand
(100,000) on the three year anniversary of the execution of this Agreement.

      2. Method of Exercise.  Each exercise of an option granted hereunder shall
be by means of a notice of exercise  (the  "Notice of  Exercise")  delivered  to
Perry's specifying the number of Option Shares to be purchased.  Within five (5)
days of receiving the Notice of Exercise, Perry's shall schedule a closing which
shall be no more than five (5) days later. At the closing, Perry's shall deliver
the Option Shares to the Consultant with the appropriate  transfer documents and
Consultant shall pay to Perry's the full purchase price of such exercised Option
Shares  either in cash or by  certified  check  payable to the order of "Perry's
Majestic Beer,  Inc." All Option Shares issued  pursuant to such option shall be
fully paid and nonassessable and shall not be subject to any liens.

      3. Stockholder Rights. Neither the Consultant nor any other person legally
entitled  to  exercise  the  Option  shall be  entitled  to any of the rights or
privileges  of a  stockholder  of Perry's  with  respect  to any  common  shares
issuable  upon any  exercise  of the  Option  unless  and  until  the  Option is
exercised

      4.  Consultant's  Obligations.  From time to time the Consultant agrees to
provide  Perry's  with such  consulting  services  as  requested  by  Perry's in
connection  with  the  sale,   marketing,   distribution  and  manufacturing  of
applesauce and related  products.  Consultant  shall not be obligated to provide
more than 40 hours of consulting time to Perry's per calendar year.

      5. Term of Agreement.  The term of this Agreement shall be for three years
from the date hereof.

      6. Confidential Information. Consultant acknowledges that all information,
documents,   customer  lists,  patents,   trademarks,   copyrights,   materials,
specifications,  business strategies or any other ideas which directly relate to
the  business  of Perry's  (referred  to herein as  "Confidential  Information")
whether  prepared  or  generated  by  Consultant  or  Perry's  pursuant  to this
Agreement or otherwise in the possession or knowledge of Consultant prior to the
date hereof or coming into possession or knowledge of Consultant during the term
of this  Agreement  shall be the  exclusive,  confidential  property of Perry's,
except to the extent expressly authorized in writing by Perry's for


<PAGE>



dissemination.  From the date of this Agreement through and including the twenty
fourth month  following  the  termination  of this  Agreement  or any  extension
thereof (the  "Restricted  Period"),  Consultant  shall not disclose any of such
(confidential  Information to any third party without the prior written  consent
of Perry's and shall take all reasonable steps and actions necessary to maintain
the confidentiality of such Confidential Information.

      7. Status as Independent  Contractor.  Consultant's engagement pursuant to
this  Agreement  shall  be as  independent  contractor  and not as an  employee,
officer  or other  agent of  Perry's.  Neither  party  to this  Agreement  shall
represent  or hold itself out to be the  employer or the  employee of the other.
Consultant further acknowledges that the compensation provided herein is a gross
amount of compensation and that Perry's will not withhold from such compensation
any amounts  respective  income  taxes,  social  security  payments or any other
payroll taxes.  All such income taxes and payments shall be made or provided for
by Consultant and Perry's shall have no  responsibility or duties regarding such
matters.

      8.  Miscellaneous.  This  Agreement  shall be governed by and construed in
accordance  with the internal laws of the State of Colorado,  without  regard to
principles of conflicts of law, and the parties  irrevocably agree to submit any
controversy  or claim  arising out of or relating to this  Agreement  to binding
arbitration  conducted in the state of New York.  This Agreement may be executed
simultaneously  in counterparts,  each of which will be deemed to be an original
but all of which  together  will  constitute  one and the same  instrument.  The
invalidity  or  unenforceability  of any provision of this  Agreement  shall not
affect the validity or  enforceability of any other provision of this Agreement,
which shall remain in full force and effect.  This Agreement contains the entire
understanding  of the parties  hereto with respect to its subject  matter.  This
Agreement  may be amended  only by a written  instrument  duly  executed  by the
parties.

      IN WITNESS WHEREOF, this Agreement is duly executed this 26th day of June
1998.




/s/ Edward Tuft
---------------
By: Edward Tuft


 PERRY'S MAJESTIC BEER, INC.

/s/ Robert Sipper
-----------------
By: Robert Sipper, President


<PAGE>



                                  SCHEDULE A
                                   DEPOSITS

      This  Schedule  of  Deposits is related to an  Agreement  to Purchase  and
Market Brand Name and Recipes  dated June 30 , 1998 (the  "Purchase  Agreement")
between Leroux Creek Food  Corporation,  a Colorado  corporation (the "Seller"),
and Perry's Majestic Beer, Inc., a Delaware corporation (the "Buyer"). A copy of
said Purchase Agreement is attached hereto for reference only.

1. At the  Closing,  the Seller  shall  execute  and  deliver to Western  Escrow
Service  (hereafter  "Escrow  Agent"),  to be  treated  pursuant  to the  escrow
instruction  noted in Article 2.1 (e) of the Purchase  Agreement,  all documents
and instruments  necessary to transfer to the Buyer all of the right, title, and
interest  of the  Seller in and to the  trade  names  and  Products,  including,
without limitation:

     (i)The  Assignment  Agreement  in the form  annexed  hereto as  Exhibit  D;

     (ii)Documents  reflecting  assignment  of all  names,  patents,  licenses  
and trademarks included among the purchased Assets;

     (iii)A Bill of Sale in the form annexed as Exhibit E; 

     (iv)Recipes;  

     (v)The executed Production Agreement in theform annexed as Exhibit F;

2. At the  Closing,  Buyer  shall  deliver to Seller for  delivery to the Escrow
Agent to be treated pursuant to the instructions noted in Article 2. l(e):

      (i)The executed Consulting Agreement, Production Agreement, and the
Royalty Agreement and

      (ii)The executed Promissory Note in the amount of $587,500.00.



<PAGE>



                                  SCHEDULE B
                             SPECIAL INSTRUCTIONS

      These  instructions  relate to an  Agreement  to Purchase and Market Brand
Name and Recipes dated June 30 , 1998 (the "Purchase  Agreement") between Leroux
Creek Food  Corporation,  a Colorado  corporation  (the  "Seller"),  and Perry's
Majestic  Beer,  Inc.,  a Delaware  corporation  (the  "Buyer").  A copy of said
Purchase  Agreement is attached  hereto for reference only. The Escrow Agent has
no obligation to interpret or enforce any provision of said Agreement, but shall
hold the  deposits  listed on Schedule A according  to these  instructions.  The
Escrow  Agent is hereby  authorized  and  directed  to hold all of the  deposits
listed on Schedule A and to dispose of same upon the following conditions:

      1. At such time as the Escrow Agent  receives  cash or certified  funds in
the principal amount of $587,500.00 plus any unpaid interest in the amount of 9%
per annum  calculated on the principal  amount of the  Promissory  Note from the
date said  Promissory  Note was  executed,  the  Escrow  Agent is to  deliver to
Perry's Majestic Beer, Inc., 38 W. 32nd Street,  New York, NY 10001 by certified
mail, the documents  noted in Schedule A including a copy of the Promissory Note
marked "Paid in Full".

      2.  Simultaneous  with the  transaction  noted in  paragraph 1 above,  the
Escrow Agent is to contact  Edward Tuft of Leroux Creek Foods,  Inc., 970 - 3100
Road,  Hotchkiss,  CO 81419,  (970)  872-2256,  and  deliver  to him the cash or
certified  funds in the  amount of  $587,500.00  plus any  interest  as noted in
paragraph 1 above.

      3. This escrow shall terminate on the due date of the Promissory Note, and
unless said Escrow  Agreement  is extended by written  agreement  of all parties
hereto,  the Escrow Agent is instructed to send the  Promissory  Note to Perry's
Majestic Beer, 38 W. 32nd Street, New York, NY 10001, and to forward the balance
of the  documents to Edward Tuft at 970 - 3100 Road,  Hotchkiss,  CO 81419.  The
Escrow Agent is instructed that the escrow will terminate  automatically  at the
due date of the  Promissory  Note unless it is  extended in writing.  The Escrow
Agent  shall be under no  obligation  to contact  either  party in the event the
Promissory  Note is not  paid in full and the  date  has not  been  extended  by
written  mutual  agreement of the parties,  and may treat same as completed once
the Escrow Agent complies with the instructions in this paragraph 3.



<PAGE>



                                   EXHIBIT C


      ESCROW AGREEMENT between WESTERN ESCROW SERVICES, INC. (hereinafter
Escrow Agent).

      Leroux Creek Food Corporation, Inc. (hereafter Seller)

and Perry's Majestic Beer, Inc., a Delaware corporation (hereafter Buyer).

1. The instruction may be supplemented, altered, amended, modified or revoked by
writing only,  signed by all of the parties  hereto,  and approved by the Escrow
Agent, upon payment of all fees, costs and expenses incident thereto.

2. No assignment,  transfer,  conveyance or Hypothecation of any right, title or
interest in and to the subject  matter of this Escrow  shall be binding upon the
Escrow Agent and all fees,  costs and expenses  incident thereto shall have been
paid and then only upon the Escrow Agents assent thereto in writing.

3. Any notice  required or desired to be given by the Escrow  Agent to any party
to this Escrow may be given by mailing the same  addressed  to such party at the
address  given below the  signature of such party or the most recent  address of
such party shown on the records of the Escrow Agent,  and notice so mailed shall
for all  purposes  hereof be as  effectual  as though  served upon such party in
person at the time of depositing such notice in the mail.

4. The Escrow agent may receive any payment  called for hereunder  after the due
date  thereof  unless  subsequent  to the date of such  payment and prior to the
receipt thereof the Escrow Agent shall have been instructed in writing to refuse
any such payment.

5. The Escrow Agent shall not be personally liable for any act it may do or omit
to do hereunder as such agent, while acting in good faith and in the exercise of
its own best judgment,  and any act done or omitted by it pursuant to the advice
of its own attorneys shall be conclusive evidence of such good faith.

6. The Escrow Agent is hereby  expressly  authorized  to  disregard  any and all
notices or warnings given by any of the parties hereto,  or by any other person,
firm or  corporation,  excepting  only  orders or process of court and is hereby
expressly authorized to comply with and obey and all process,  orders, judgments
or decrees of any court, and in case the Escrow Agent obeys or compiles with any
such process,  order,  judgment or decree of any court it shall not be liable to
any of the parties hereto or to any other person,  firm or corporation by reason
of such compliance,  notwithstanding any such process, order, judgment or decree
by subsequently reversed modified,  annulled,  set aside or vacated, or found to
have been issued or entered without jurisdiction.

7. In  consideration  of the acceptance of this escrow by the Escrow Agent,  the
undersigned  agree,  jointly and severally,  for themselves,  their heirs, legal
representatives,  successors  and  assigns,  to pay the Escrow Agent its charges
hereunder  and to  indemnify  and hold it  harmless  as to any  liability  by it
incurred  to any other  person,  firm or  corporation  by  reason of its  having
accepted  the  same,  or its  carrying  out  any of the  terms  thereof,  and to
reimburse it for all its expenses,  including,  among other things, counsel fees
and court costs incurred in connection herewith; and that the Escrow Agent shall
have a first and prior  lien upon all  deposits  made  hereunder  to secure  the
performance  of said  agreement  of  indemnity  and  payment of its  charges and
expenses, hereby expressly authorizing the Escrow Agent, in the event payment is
not received promptly from the undersigned, to deduct such charges and expenses,
without previous notice, from any funds deposited hereunder. Escrow fees


<PAGE>



or charges, as distinguished from other expenses hereunder,  shall be as written
above the Escrow Agents signatures at the time of acceptance hereof.

8. The  Escrow  Agent  shall be under no duty or  obligation  to  ascertain  the
identity,  authority  or  rights  of the  parties  executing  or  delivering  or
purporting to execute or deliver these  instructions  or any documents or papers
or payments deposited or called for hereunder,  and assumes no responsibility or
liability for the validity or sufficiency of these instructions or any documents
or papers or payments deposited or call for hereunder.

9. The Escrow  Agent shall not be liable for the  outlawing  of any rights under
any statute of Limitations or by reason of laches in respect to the instructions
or any documents or papers deposited.

10. In the event of any dispute  between  the parties  hereto as to the facts of
default,  the  validity  or meaning of these  instructions  or any other fact of
matter  relating to the  transaction  between the  parties.  The Escrow Agent is
instructed as follows:

(a) That it shall be under no obligation  to act,  except under process of order
of court, or until it has been adequately  indemnified to its full satisfaction,
and shall  sustain no  liability  for its failure to act pending such process or
court order or indemnification;

(b)  That it may in its sole  and  absolute  discretion,  deposit  the  property
described herein or so much thereof as remains in its hands with the then clerk,
or acting Clerk of the District Court,  State of Colorado in whose  jurisdiction
the subject  property  lies,  and  interplead  the parties  hereto,  and upon so
depositing  such property and filing its complaint in  interpleader  it shall be
relieved  of  all  liability  under  the  terms  hereof  as to the  property  so
deposited,  and  furthermore,  the parties hereto for  themselves,  their heirs,
legal representatives, successors and assigns do hereby submit themselves to the
jurisdiction  of said  court and do hereby  appoint  the then  clerk,  or acting
clerk, of said court as their Agent for the service of all process in connection
with such proceedings. The institution of any such interpleader action shall not
impair the rights of the Escrow Agent under paragraph #7 above.

11. If the subject matter of this escrow  consists in whole or in part of funds,
the same  shall  not be  commingled  by the  Escrow  Agent  with its own  funds;
provided,  however,  that  anything  contained in the Escrow  Agreement of which
these General Provisions are made a part, to the contrary  notwithstanding,  the
Escrow Agent shall NOT BE REQUIRED TO DEPOSIT THE SAME IN ANY  INTEREST  BEARING
OR  INCOME  PRODUCING  ACCOUNT  AND SHALL NOT IN ANY WAY BE LIABLE TO ANY OF THE
OTHER  PARTIES TO THE ESCROW  AGREEMENT  FOR THE PAYMENT OF  INTEREST  UPON SAID
FUNDS FOR THE  PERIOD  DURING  WHICH THEY ARE HELD BY THE  ESCROW  AGENT.  It is
intended that the provisions hereof shall supersede any other terms, conditions,
covenants or provisions  contained in the Escrow Agreement which expressly or by
implication are in conflict herewith.

12. Payments made by checks returned to the Escrow Agent because of insufficient
funds  or that  are for any  reason  unpaid  will be  sent  one  time  only  for
collection  and the drawer  notified of such action.  If returned a second time,
the check will be charged  back to the drawer of the party for whom the  payment
was made and the payment  added back to the contract or escrow  balance.  In the
event that more than one unpaid check is tendered,  the Escrow Agent may require
at its  sole  option  that  future  payments  be made by  cash,  money  order or
Cashier's  check.  The Escrow  Agent  reserves  the right to delay  delivery  of
documents or receipts to the  appropriate  party if payoffs or payments are made
by uncertified checks.

13. A Seller is  responsible  for  delivering to the Escrow Agent,  Tax Receipts
(notices are not acceptable) and evidence of payments of insurance  premiums for
all taxes and insurance to be added


<PAGE>



to a contract  balance.  It is the  responsibility of the parties to the escrow,
not  including the Escrow Agent,  to assure  themselves  that taxes are paid and
insurance coverage is maintained,  the Escrow Agent shall have no responsibility
for insuring that taxes or insurance premiums are paid. If a fund for payment of
taxes and insurance  premiums is maintained with the escrow,  such payments will
be made only when tax or insurance  premium  notices are submitted to the Escrow
Agent and only to the extent that money is available in the escrow  account.  It
is the responsibility of the parties to the escrow,  excluding the Escrow Agent,
to assure  themselves that sufficient funds are available to the Escrow Agent to
pay taxes and  maintain  insurance  coverage,  and the Escrow  Agent  assumes no
responsibility therefor.

14. The Escrow  Agent  shall be entitled to a  reasonable  compensation  for its
serves  rendered  from time to time.  The fees and  charges  shall be as follows
unless and until modified as provided herein:

SET UP FEE $250.                     PERIODIC FEE  $________
                                     (Specify)

OTHER FEES $___________ $____________ $____________

All of the fees above set forth may be amended by the Escrow  Agent at any time,
by advance  written  notification to the parties to this Escrow  Agreement.  The
amended fees shall be effective on or after twenty (20) days  following the date
of such notice.  Collection  fees chargeable to the Buyer in accordance with the
terms of the  documents in Escrow will be paid by the Buyer with and addition to
payment set forth in the contract or note.

15.  Escrow Agent may resign by giving  notice in writing to buyer and seller of
its intention to resign.  The resignation  shall become effective no sooner than
sixty (60) days from the date of mailing  the notice.  The notice  shall be sent
certified  mail,  return  receipt  requested,  to the addresses set forth below,
unless those  addresses have been changed.  Buyer and Seller shall advise Escrow
Agent in  writing  of the name of the new escrow  agent  selected.  If Buyer and
Seller  cannot agree as to a new escrow  agent,  or fail to advise  Escrow Agent
within  sixth (60) days,  Escrow  Agent may treat this as a dispute  and proceed
under  paragraph 10. If a new escrow agent is designated,  then upon delivery of
the items described in Schedule A and B, or os much thereof as remains in Escrow
Agents hands to the new escrow agent, Escrow Agent is relieve of all liability

      Witness  Whereof,  the undersigned  have hereunto affixed their signatures
and hereby adopt as a part of this Escrow Agreement Schedules A and B.

/s/ Edward Tuft                                     /s/ Robert Sipper
---------------                                     ---------------------
Edward Tuft, President                              Robert Sipper, President
Leroux Creek Food Corporation                       Perry's Majestic Beer, Inc.


June 26, 1998                                       June 30, 1998



<PAGE>



                                   EXHIBIT D
                             ASSIGNMENT AGREEMENT

      ASSIGNMENT AGREEMENT, dated June 26, 1998 by and between Leroux Creek Food
Corporation,  a Colorado corporation (the "Seller"),  and Perry's Majestic Beer,
Inc., a Delaware corporation (the "Buyer").

                                  WITNESSETH:

      WHEREAS,  pursuant to that certain  Agreement to Purchase and Market Brand
Name and Recipes  (the  "Purchase  Agreement")  dated even date  herewith by and
between  the Seller and the Buyer,  the Seller has agreed to sell the  following
Assets to Buyer, subject to the payment of the Purchase Price:

      (a)  Physical  Assets:  All  of  Seller's  customer  lists,   distribution
brokerage  agreements,   advertising  plans  and  the  like,  directly  used  in
connection with the marketing, sale and distribution of the Products.

      (b)  Intangible  Assets:  All rights,  title,  and  interest in and to the
Products,  including,  without  limitation,  (i) the exclusive  right to market,
sell,  and  distribute  the  Products  and to sell to Seller's  past and present
customers and to utilize  Seller's  brokers;  (ii) the good will associated with
the  Products  and  the  Assets;  (iii)  a  non-exclusive  license  to  use  the
certification mark "Grown Without Pesticides" (application pending) as set forth
below in section 1.7; (iv) the right to the  packaging  designs and art graphics
for the Products;  and (v) all information concerning past and present marketing
campaigns for the Products.

      (c)  Leases.  Licenses,  etc.:  All right,  title,  interest in and to the
leases, licenses, permits, authorizations,  contract rights, agreements, whether
written  or  oral,  orders  and  other  documents  used in  connection  with the
marketing, distribution and sale of the Products;

      (d) Intellectual  Property Rights: All trademarks,  trade names, and other
intellectual property rights utilized in connection with the marketing, sale and
distribution  of the  Products,  (excepting  the  rights  to use  or  apply  the
Certification Mark "Grown Without Pesticides" or its variants [the Certification
Mark], such rights  non-exclusively  licensed as set forth below in section 1.7)
including written records thereof, including,  without limitation, all rights to
the name "Leroux Creek" and all variations thereof and the registered  trademark
"Leroux Creek" and the goodwill associated with such trademarks.

      AND  WHEREAS,  the parties  hereto  desire to execute  this  Agreement  to
further evidence the assignment by the Seller of the Assets.

      NOW THEREFORE,  in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:

     1. Definitions. Terms used herein and not otherwise defined herein shall
have the meanings provided for in the Purchase Agreement.

      2.  Assignment of Assets.  The Seller hereby  sells,  transfers,  conveys,
assigns and sets over to the Buyer, its successors and assigns, the Assets.

      3. Attorney-in-Fact. The Seller hereby appoints the Buyer, with full power
of  substitution,  its true and lawful  Attorney-in-Fact  in its name, place and
stead to take any and all  action  on  behalf  of and in the name of  Seller  to
affirm the rights and interests of the Buyer in, under and to the Assets.


<PAGE>



      4.  Further  Assurances.  At any time and from time to time after the date
hereof,  at the request of the other party,  and without further  consideration,
each party shall execute and deliver such other  instruments of sale,  transfer,
conveyance,  assignment and confirmation and take such other action as the other
party  reasonably  requests as necessary or desirable in order more  effectively
transfer, convey and assign to the Buyer the Assets.

      5.  Governing  Law. This  agreement  shall be governed by and construed in
accordance with the laws of the State of Colorado,  without regard to principles
of conflicts of law.

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

LEROUX CREEK FOOD CORPORATION

By:/s/ Edward Tuft
------------------
      Edward Tuft, President


PERRY'S MAJESTIC BEER, INC.

By:/s/ Robert Sipper
      Robert Sipper, President



<PAGE>



                                   EXHIBIT E
                                 BILL OF SALE

      KNOW ALL MEN BY THESE  PRESENTS,  that Leroux Creek Food  Company,  Inc. a
Colorado  corporation  ("Seller"),  for and in  consideration  of the sum of Ten
Dollars ($10.00) and other good and valuable consideration, the receipt of which
is hereby  acknowledged  by these  presents,  and  pursuant to an  Agreement  to
Purchase  and Market  Brand Name and  Recipes  dated  June 30,  1998  ("Purchase
Agreement")   between  Seller  and  Perry's   Majestic  Beer,  Inc.  a  Delaware
corporation  ("Buyer"),  hereby sells transfers,  conveys,  assigns and delivers
unto  Buyer  all of the  right,  title  and  interest  of  Seller  in and to the
following Assets:

         (a)  Physical  Assets:  All of Seller's  customer  lists,  distribution
      brokerage  agreements,  advertising  plans and the like,  directly used in
      connection with the marketing, sale and distribution of the Products.

         (b) Intangible  Assets:  All rights,  title, and interest in and to the
      Products,  including,  without  limitation,  (i) the  exclusive  right  to
      market, sell, and distribute the Products and to sell to Seller's past and
      present  customers  and to utilize  Seller's  brokers;  (ii) the good will
      associated with the Products and the Assets; (iii) a non-exclusive license
      to use the  certification  mark "Grown  Without  Pesticides"  (application
      pending)  as set  forth  below  in  section  1.7;  (iv)  the  right to the
      packaging  designs  and  art  graphics  for  the  Products;  and  (v)  all
      information  concerning  past  and  present  marketing  campaigns  for the
      Products.

         (c) Leases.  Licenses.  etc.: All right, title,  interest in and to the
      leases, licenses,  permits,  authorizations,  contract rights, agreements,
      whether  written or oral,  orders and other  documents  used in connection
      with the marketing, distribution and sale of the Products;

         (d)  Intellectual  Property  Rights:  All trademarks,  trade names, and
      other  intellectual  property  rights  utilized  in  connection  with  the
      marketing, sale and distribution of the Products, (excepting the rights to
      use or apply the  Certification  Mark "Grown  Without  Pesticides"  or its
      variants [the Certification Mark], such rights non-exclusively licensed as
      set  forth  below in  section  1.7)  including  written  records  thereof,
      including,  without limitation,  all rights to the name "Leroux Creek" and
      all variations thereof and the registered trademark "Leroux Creek" and the
      goodwill associated with such trademarks.

      Except as otherwise  provided herein,  all capitalized terms contained and
not defined  herein shall have the respective  meanings  ascribed to them in the
Purchase Agreement.

      Seller agrees to cooperate with Buyer in obtaining any consents or waivers
of third parties necessary to transfer to Buyer all property and rights provided
to be transferred to Buyer under the Purchase Agreement.

      TO HAVE AND TO HOLD the Assets unto Buyer, its successors and assigns, for
its use forever.

      At any time and from time to time after the date  hereof at the request of
Buyer, and without further consideration,  Seller shall execute and deliver such
other instruments of sale, transfer, conveyance, assignment and confirmation and
take such other action as Buyer may reasonably request as necessary or desirable
in order to more  effectively  transfer,  convey  and  assign to  Buyer,  and to
confirm  Buyer's  title to or rights in, all of the Assets,  and to put Buyer in
actual possession and operating control thereof.



<PAGE>




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

LEROUX CREEK FOOD CORPORATION

By:/s/ Edward Tuft
------------------
      Edward Tuft, President

STATE OF COLORADO,
COUNTY OF DELTA, ss.

      Subscribed  and affirmed  before me this 26th day of June , 1998 by Edward
Tuft, known personally to me to be the President of Leroux Creek Food Company.

Witness my hand and official seal.
My commission expires:  October 26, 1998            /s/ Anna George
                                                    ---------------
                                                    Notary Public


ACCEPTED THIS 30th DAY OF JUNE, 1998

PERRY'S MAJESTIC BEER, INC.

By: /s/ Robert Sipper
---------------------
      Robert Sipper, President



<PAGE>



                                   EXHIBIT F
                             PRODUCTION AGREEMENT

      THIS  AGREEMENT,  dated June  30,1998  by and  between  Leroux  Creek Food
Corporation,  a Colorado corporation (the "Seller"),  and Perry's Majestic Beer,
Inc., a Delaware corporation (the "Buyer").

                                  WITNESSETH:

      WHEREAS,  Seller  is  engaged  in the  business  among  other  things,  of
manufacturing,  marketing and  distributing  applesauce,  apple sauce blends and
apple butter made from associated  proprietary  recipes utilizing "Grown without
Pesticides" apples; and

      WHEREAS, the parties have entered into an Agreement to Purchase and Market
Brand Name and Recipes dated June __, 1998 (the "Purchase Agreement"); and

      WHEREAS,  the Buyer  wishes to  continue  to use the  Seller's  production
facility in  Hotchkiss,  Colorado to produce the  Products  from the  associated
recipes and  ingredients  of the Seller,  said  Products to include all Products
currently  produced  under the Leroux Creek  label,  including  all  applesauce,
applesauce blends, and apple butter; and

      WHEREAS the Seller is desirous of continuing to produce same;

      NOW THEREFORE,  in consideration of the mutual terms, conditions and other
agreements set forth herein, the Seller and the Buyer hereby agree as follows:

1. Term.  Seller agrees to manufacture and the Buyer agrees to use the Seller as
the sole and exclusive  manufacturer of the Products  produced under the "Leroux
Creek" label, including all applesauce,  applesauce blends, and apple butter for
a  period  of  twelve  (12)  years  from the date of  closing  of the  "Purchase
Agreement."  Seller  shall  have the sole and  exclusive  right to  process  and
package  the  Products  of Buyer  contemplated  by this  Agreement  during  that
twelve-year  time  period  and  encompassed  in the  Purchase  Agreement.  Buyer
reserves  the  right to make this a  non-exclusive  agreement  if the  Seller is
unable to meet the  production  needs of the Buyer.  This right shall be for the
excess production needs above Seller's production capability only.

2. Production  Standards/Recipes.  Seller agrees to manufacture the Leroux Creek
brand of applesauce,  applesauce blends, and apple butter using the same quality
of  production  standards as  previously  used by them in the  production of the
Products.  The Seller further agrees to manufacture  all Products using the same
ingredient  qualities and quantities  that the Seller has previously used in the
production  of the  Products.  The  Seller  agrees  to  continue  to  use  "good
manufacturing  practices"  to produce  the  Leroux  Creek  brand of  applesauce,
applesauce  blends,  and apple  butter for the Buyer.  Seller  agrees to provide
production  reports for each production run on a form provided by Buyer.  Seller
shall notify Buyer in writing of any substantial deviations from the established
production standards and/or differences or variations in basic ingredients which
may affect the  consistency of the finished  product.  Buyer shall then have the
option to elect to proceed with production  according to the varied standards or
to withdraw the specific order.

3. Ordering and Shipping.  Buyer shall place orders with the Seller by fax or by
mail.  Seller agrees to manufacture and ship orders of 20 pallets or less within
15 days of the  receipt  of the  order  by the  Seller.  Any  individual  orders
exceeding  20  pallets  shall   automatically  add  an  additional  10  days  to
manufacture  and shipping  schedule as recited  herein.  In order to  facilitate
Seller's shipping  schedule,  the parties agree that any orders that are shipped
in an easterly  direction from the  manufacturing  plant in Hotchkiss,  Colorado
(with the exception of the Denver area) shall be shipped on the 10th or 25th


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of each month  following the  completion of the  manufacturing  cycle.  Whenever
possible,  the Buyers shall place orders in  increments of 5,000 pounds or more.
Orders of less than 5,000 pounds will be subject to a shipping  surcharge at the
discretion of the Seller.  Buyer agrees that upon payment of the Promissory Note
the freight minimum shall increase to 8,000 pounds.
      Buyer also agrees that if any new  accounts  are  procured  outside of the
existing  marketing  territory,  the Seller  shall have the right to add freight
surcharges for freight costs above $110 per pallet.

4. Special  Orders.  Any orders which  require  extraordinary  production  time,
overtime  labor costs,  increased  costs of delivery of component  parts,  etc.,
necessary to fill the special order,  will create  additional costs that will be
added to the cost of  manufacture  as noted herein,  and shall be in addition to
the payments  agreed upon in this  Agreement.  Seller  agrees to notify Buyer in
writing prior to incurring such additional costs.

5.  Extraordinary  Tasks.  In the event  that the Buyer  requests  the Seller to
perform any  extraordinary  or special  tasks outside of the realm of the normal
production of applesauce and related products,  the Buyer shall be billed at the
rate of $20.00 per hour for such  extraordinary or special tasks, plus the costs
of  materials.  This  paragraph  is to  include  all  special  shipments  except
shipments of samples,  special packaging, or other tasks that are outside of the
normal  production  and shipment of the Products.  Shipments of samples shall be
billed at cost of production, labor, shipping and added shipping materials.

6. Payment.  Until the principal and interest due on the Promissory Note is paid
in full, Buyer agrees to pay Seller for products shipped contemporaneous with or
before the shipment is actually made. After payment in full of the principal and
interest on the Promissory  Note in the sum of $587,500.00 as referred to in the
"Purchase  Agreement",  payment terms shall change to allow the Buyer 20 days to
pay in full following receipt of any invoice of product shipped from the Seller.

7. Fee for Manufacturing and Shipping.  As payment for the services performed in
the  manufacturing and shipping of the finished  Products,  the Seller and Buyer
agree to the following fee  schedule:  Seller will produce  twelve (12) 24-ounce
glass jars (one  flavor per case) for a price of $11.87  per case.  Seller  will
produce  cases of  forty-eight  (48)  4-ounce cups wrapped 4 cups per sleeve and
placed in a master carton for a price of $11.18 per case.  Price  decreases will
be  negotiated  upon an increase  in the  production  requests  of Buyer.  Price
increases  will only occur as ingredient  costs or other costs  associated  with
manufacturing  rise and/or as wholesale  price of the product is raised and said
increases  shall  be at a rate  proportional  to the  increase  in  costs or the
increase in wholesale  price.  It shall be the  obligation  of Seller to provide
Buyer with documentation of all cost increases.

8. Grown Without Pesticides Apple Purchases. The Buyer recognizes that the Grown
Without  Pesticides  apples  are  raised  specifically  for the  Buyer  based on
contracts  made at the  beginning of the year,  and that these apples  typically
have to paid  for in  full at  harvest.  Because  of the  high  expense  for the
purchase of apples,  the Buyer agrees to notify the Seller six months in advance
of harvest (i.e.,  by May 1 each year) of the estimated  production  quotas that
will be required for the upcoming  harvest year from November 1 to September 30.
The Buyer further agrees to aid the Seller in the  procurement of said apples in
accordance  with the  projections  provided by the Buyer. In order to accomplish
this, the Buyer will pay to the Seller, prior to harvest in each year, a payment
equal to 50% of the cost of the apples which are to be purchased at harvest. Any
apples  that are  purchased  on  consignment  or which will be  purchased  after
harvest  based on a separate  contractual  relationship  will not be affected by
this  Agreement.  In repayment for the advance  referred to in this paragraph 8,
the Seller agrees to credit the Buyer the sum of $1.20 per case beginning in the
month of January following the harvest from which the apples were produced,  and
will continue giving credits until all funds advanced are repaid.



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      Prior to the payment of the Promissory  Note, the Buyer is to advance only
$25,000 to the Seller on or about October 1, 1998 for the  procurement  of Grown
Without Pesticides Apples.  Repayment of the $25,000 shall commence  immediately
for all  orders  placed  after  October  1,  1998 at the rate of $1.20  per case
credit.

9.  Promissory  Note.  It is  recognized  that the Seller will  continue to have
certain costs associated with debt being serviced by them and that the servicing
of this debt will  result in the Seller  operating  at a loss  during the period
until  the  Promissory  Note is paid in full.  Therefore,  the  interest  on the
Promissory Note will be paid to Seller on a monthly basis.

10. Denver Advertising.  Buyer agrees to honor the existing advertising plan for
the Denver-area market that has been previously agreed upon by Seller. The Buyer
agrees to allocate at least  $20,000.00  for said marketing  campaign,  and said
expenditures  will be  expended  prior to  February  1, 1999.  Seller  agrees to
cooperate  with Buyer and provide  direction as to how the funds are to be spent
prior to  disbursement.  Buyer reserves the right to purchase and hold "Key Man"
life insurance on Edward Tuft.

12.  Insurance.  The Seller agrees to keep in force a  $1,000,000.00  of product
liability insurance for the duration of this Production  Agreement,  and to name
the Buyer as an  additional  insured on the policy.  Any extra costs  associated
with  adding  Buyer as a  covered  entity  shall be borne by the  Seller.  By so
allowing  this to occur the  Seller  is in no way  accepting  liability  for any
damages that may be incurred by Buyer as a result of the  marketing,  selling or
in any way transferring said Products to a third party.

13.  Independent  Contractor  Status. It is agreed between the parties that this
Agreement  is  not   intended  to  create,   and  in  fact  does  not  create  a
Principal/Agent, Partnership, or Joint Venture relationship. Seller is acting in
the  nature  of  an  independent  contractor  for  the  purpose  of  processing,
packaging,  and shipping  products for Buyer.  Neither  party to this  Agreement
shall be liable for any obligations  incurred by the other in the furtherance of
this  Agreement  unless  specifically  agreed to in  writing  and signed by both
parties.  Nothing herein shall prohibit Seller from  manufacturing food products
for other customers as long as the recipes for same are provided by the customer
and they are not Leroux Creek recipes.

14. Force  Majeure.  Should the  performance  of this  Agreement be prevented or
delayed by acts of God, war, civil  insurrection,  fire flood,  storm,  strikes,
lockouts,  total or partial failure of  transportation  or delivery  facilities,
interruption  of power,  or by any law,  regulation  or order of Court or by any
other cause beyond the control of such party,  such party's  performance  to the
extent it is so prevented or delayed shall be excused.

15. Waiver.  The failure of either party to this Agreement to insist on the full
performance  of any of its  provisions by the other party shall not constitute a
waiver of such  performance,  not shall it be  constituted a waiver of any other
provisions of this Agreement.

16. Sole Agreement: This Agreement, in conjunction with the "Purchase Agreement"
and  attachments  constitutes  the sole  agreement  between  the parties on this
subject matter.  All terms not otherwise defined in this document shall have the
meaning  ascribed to them in said "Purchase  Agreement";  Any prior  agreements,
promises,  negotiations  or  representations  not  expressly  set  forth in this
Agreement  are of no  force  and  effect.  This  Agreement  may not be  amended,
modified,  or added to unless the change is in writing and signed by both of the
parties hereto. This Agreement shall be binding on the heirs, executors, assigns
and transferees of the parties. In this regard, it is expressly agreed that this
Agreement, and the rights and obligations thereunder,  may be assigned by Seller
to Edward Tuft at Seller's sole discretion.



<PAGE>



17.  Relationship to Purchase  Agreement and Promissory Note: It is specifically
understood that this Production  Agreement is tied into the Buyer's  performance
under the  Purchase  Agreement  and Buyer's  timely  payment of all interest and
principal payments due under the Promissory Note. Buyer's failure to comply with
the  terms of the  Purchase  Agreement  or to make  payments  when due under the
Promissory  Note will cause the  obligation  of Seller  under this  Agreement to
cease and Seller may then resume  producing and marketing  Leroux Creek products
under their own name and for their own profit.

18. Choice of Laws and Venue:  this Agreement shall be interpreted  according to
the laws of the  State  of  Colorado,  and  Delta  County  shall  have  sole and
exclusive  court  jurisdiction  of any  disputes  arising  as a  result  of this
Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as of June 26, 1998.


LEROUX CREEK FOOD CORPORATION

By:/s/ Edward Tuft
------------------
      Edward Tuft, President


PERRY'S MAJESTIC BEER, INC.

By:/s/ Robert Sipper
      Robert Sipper, President



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