EXHIBIT 10.21

                           ASSET PURCHASE AGREEMENT

      ASSET PURCHASE  AGREEMENT  dated as of May 18, 1998 by and between PERRY'S
MAJESTIC BEER, INC., a Delaware corporation ("Seller"), and THE BROOKLYN BREWERY
CORPORATION, a New York corporation ("Buyer").

                              W I T N E S S E T H

      WHEREAS,  Seller is  engaged  in the  business,  among  other  things,  of
manufacturing, marketing and distributing beer; and

      WHEREAS,  Seller wishes to sell, and Buyer wishes to purchase,  all of the
assets of Seller directly relating to the manufacturing, marketing, distribution
and sale of the  products  set forth on  Schedule  1.1 (a)  annexed  hereto (the
"Products").

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

                                   ARTICLE I

               PURCHASE AND SALE OF THE ASSETS AND THE INVENTORY

      1.1 Purchase of the Assets.  Subject to the terms and conditions set forth
in this  Agreement,  at the  Closing  (as  defined  herein)  Seller  shall sell,
transfer, assign, convey and deliver to Buyer, and Buyer shall purchase, acquire
and accept from Seller,  (i) all of Seller's right, title and interest in and to
the assets and intellectual  property  directly  relating to the  manufacturing,
marketing,  distribution  and sale of the Products set forth on Schedule 1.1 (a)
(the  "Assets")  and (ii) all  inventory  set  forth  on  Schedule  1.1 (b) (the
"Inventory"). The Assets and the Inventory shall be free and clear of all liens,
mortgages,  security  interests,  claims  or other  encumbrances  of any  nature
whatsoever  except as  expressly  set forth on  Schedule  l.l(c)  (the  "Assumed
Liabilities") and shall include, but shall not be limited to, the following:

      (a) Physical Assets:  All tangible  personal  property owned by Seller and
directly used in connection with sales of the Products,  including all packaging
materials,    promotional   materials,    supplies,   files,   customer   lists,
work-in-progress and Inventory;

      (b)  Intangible  Assets:  All  right,  title  and  interest  in and to the
Products,  including,  without  limitation,  the exclusive right to manufacture,
market and sell the Products and the  Inventory and to sell to Seller's past and
present customers and distributors,  the goodwill  associated with the Products,
if any, telephone numbers,  records, files and trade secrets related to sales of
the Products;

      (c)  Leases,  Licenses,  Permits,  Contracts,  Etc.  All right,  title and
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 sale of the Products;


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      (d) Intellectual Property Rights. All trademarks, trade names, copyrights,
patents, inventions, processes, proprietary know-how, procedures, trade secrets,
recipes,  formulae and other intellectual property rights utilized in connection
with the manufacturing,  distribution and/or sale of the Products, including all
written records thereof,  and selling  material owned,  associated with, used or
employed in  connection  with the  manufacturing,  distribution  and sale of the
Products,  including, without limitation, all rights to the name "Post Road" and
all variations thereof and the registered  trademark and trademark  applications
set forth on  Schedule  1. l(d)  hereof and the  goodwill  associated  with such
trademarks; and

      (e) Other Assets.  All other tangible and intangible assets of Seller used
in or required in connection with the manufacturing, distribution and/or sale of
the Products.

      1.2 Non-Assumed liabilities. Except as expressly set forth on Schedule 1.1
(c),  Buyer  shall  not  assume  nor  be  responsible  for  any  liabilities  or
obligations of Seller or any of its affiliates.

      1.3 Purchase Price. As payment in full for the Assets and the Inventory to
be transferred to Buyer by Seller  hereunder,  Buyer shall pay to Seller the sum
of  $240,000  in  consideration  for  the  Assets  and the  sum of  $125,000  in
consideration  for the  Inventory,  for an aggregate  purchase price of $365,000
(the  "Purchase  Price").  The  Purchase  Price  shall be paid at the Closing as
follows:  (a) Buyer shall pay to Seller the sum of $10,000 by  certified or bank
check; (b) on July 1, 1998, Buyer shall pay to Charles H. Cremens,  Esq. the sum
of  $35,000  to be held by Mr.  Cremens as escrow  agent  pursuant  to an Escrow
Agreement to be entered into among Seller,  Mr. Cremens and Austin J. Moran, Jr.
in the form attached  hereto as Exhibit A; and (c) Buyer shall deliver to Seller
a secured  promissory  note in the  principal  amount of $320,000  (the "Secured
Note").

      1.4 Limitations on Assignment;  Further Assurance.  To the extent that the
assignment  of any  contracts  to be assigned to 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,  Seller agrees that it will
use all  reasonable  efforts to obtain  the  written  consent  of all  necessary
parties  to the  assignment  to Buyer  of all  assigned  contracts.  If any such
consent is not obtained,  Seller shall use all reasonable  efforts to obtain the
same  and  will  cooperate  with  Buyer,  as  appropriate,   in  any  reasonable
arrangement designed by Buyer to provide to Buyer, as appropriate,  the benefits
thereunder and Buyer shall assume all correlative obligations to effectuate such
arrangement.

      1.5 Covenant Not to Compete.  As a material  inducement  to cause 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  1.3 above,  Seller,  on behalf of itself and its  officers,
directors and affiliates  (the  "Restricted  Parties"),  covenants and agrees as
follows:

      (a) For a period  of five (5) years  commencing  on the date  hereof,  the
Restricted Parties shall not at any time, directly or indirectly,  engage in the
business of manufacturing, marketing,

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distributing or selling malt liquor products,  directly or indirectly,  in
the Commonwealth of Massachusetts.

      (b) For a period  of five (5) years  commencing  on the date  hereof,  the
Restricted  Parties shall not: (i) either  directly or indirectly,  interfere or
attempt to interfere with or disturb the relationship  established between Buyer
and any employee,  agent,  broker,  representative  or  independent  contractor,
including,  without  limitation,  such persons who were formally associated with
Seller; (ii) persuade or attempt to persuade anyone who did business with Seller
prior to the Closing or does  business  with Buyer  subsequent to the Closing in
connection with the Products,  including,  without limitation,  any supplier, to
cease to do such business; or (iii) solicit, persuade or attempt to persuade any
customer set forth on Schedule  1.5(b) or any customer doing business with Buyer
subsequent  to the  Closing,  to do  business  with any  entity  with  which the
Restricted  Parties are  directly  or  indirectly  associated  or to cease to do
business with Buyer.

      (c) Nothing  contained in this Section 1.5 shall be deemed to restrict the
right of the Restricted Parties from manufacturing,  marketing,  distributing or
selling  Perry's  Majestic beer or any direct  product line extension sold under
the Perry's  Majestic  trademark or from  restricting  the right of any officer,
director or employee of Seller from becoming an employee of a national brewery.

      (d) If for any reason any court of competent  jurisdiction shall rule that
this  Section  1.5 is  unenforceable  or void,  in  whole  or in part,  then the
provisions  hereof shall be deemed amended to the extent which,  in such court's
opinion, would render it enforceable.

      (e) The Restricted Parties acknowledge and agree that: (i) Buyer would not
have entered into this  Agreement but for the covenants and agreements set forth
in this Section 1.5; (ii) Buyer's damages would be difficult to ascertain in the
event of a breach or threatened breach of the covenants and agreements set forth
in this  Section  1.6 and that Buyer will be entitled  to  injunctive  relief in
either  such case;  and (iii) the  covenants  and  agreements  set forth in this
Section 1.5 shall expressly survive the Closing.

                                  ARTICLE II

                                    CLOSING

      2.1   The Closing.

      (a) The  consummation of the  transactions  contemplated by this Agreement
(the "Closing")  shall occur  simultaneously  with the execution and delivery of
this Agreement and the ancillary documents contemplated herein at the offices of
Buyer's  counsel,  Kreinik Aaron & Gersh,  LLP, 780 Third Avenue,  New York, New
York l 00 l 7

      (b) At the  Closing,  Seller  shall  execute  and  deliver  or cause to be
executed and  delivered to Buyer,  all documents  and  instruments  necessary to
transfer to Buyer all of the right,  title and  interest of Seller in and to the
Assets and the Inventory, including, without limitation:

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            (i)  an Assignment Agreement and trademark assignments; and

            (ii) a Bill of Sale.

      (c) At the Closing, Buyer shall:

            (i)  execute and deliver an Employment Agreement with Austin J. 
                 Moran, Jr.; and

            (ii) execute and deliver to Seller the Secured Note.

      2.2 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 the transaction  contemplated by this Agreement,  Seller agrees to
indemnify  Buyer from any losses  incurred by Buyer  arising out of or resulting
from the  failure of Seller to comply with  Article 6 of the Uniform  Commercial
Code.  The agreement set forth in this Section 2.2 shall  expressly  survive the
Closing.

                                  ARTICLE III

                   REPRESENTATIONS AND WARRANTIES OF SELLER

      As a material  inducement to cause Buyer to enter into this  Agreement and
consummate the transactions  contemplated hereby, Seller represents and warrants
to Buyer as follows:

      3.1  Organization.   Existence  and  Authority  of  Seller.  Seller  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and is qualified to do business and is in good standing
as a  foreign  corporation  in each  jurisdiction  in which  the  nature  of its
business or properties makes such qualification necessary. Seller has full power
and  authority  to execute,  deliver and perform  this  Agreement  and all other
agreements,  certificates,  schedules  and  other  documents  executed  or to be
executed in connection with the transactions contemplated by this Agreement. The
execution and delivery of this Agreement by Seller and the  consummation  of the
transactions  contemplated  hereby will not violate  any  provision  of Seller's
certificate  of  incorporation  or by-laws or any provision of any lien,  lease,
agreement,  instrument,  order,  arbitration award,  judgment or decree to which
Seller is a party or by which  Seller or the Assets or the  Inventory  are bound
and Seller is not  currently in violation  of any of the  foregoing.  Seller has
taken all actions required by law, its certificate of incorporation  and by-laws
to authorize its execution,  delivery and  performance of this Agreement and the
consummation of the transactions contemplated hereby. This Agreement is a legal,
valid and binding agreement of Seller  enforceable  against Seller in accordance
with its terms.

      3.2 Title to the Assets and the Inventory. Except as set forth on Schedule
1.1(c), Seller has, and at the Closing will convey to Buyer, good and marketable
title  to all of the  Assets  and the  Inventory,  free and  clear of any  lien,
mortgage,   security  interest,   claim  or  other  encumbrance  of  any  nature
whatsoever. The Assets to be transferred, sold, conveyed, assigned and delivered
to  Buyer  by  Seller  pursuant  to this  Agreement  include  all of the  assets
necessary and used in connection with the

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manufacturing,  marketing, distribution and sale of the Products and will enable
Buyer to manufacture,  market, distribute and sell the Products in the manner in
which such activities  have  heretofore  been conducted by Seller.  There are no
existing agreements,  options,  commitments or rights granted by or on behalf of
Seller to or in any third  party to acquire  any of the  Assets or any  interest
therein.

      3.3 No  Default.  Seller is not in default  (i) under its  certificate  of
incorporation or bylaws, or any indenture,  mortgage,  lease,  purchase or sales
order, or any other contract, agreement or instrument to which Seller is a party
and by which the Assets or the  Inventory  could be bound or  affected,  or (ii)
with respect to any law,  regulation,  order, writ,  injunction or decree of any
court or any Federal, state, municipal or other domestic or foreign governmental
department,  commission,  board,  bureau,  agency or instrumentality  that could
adversely  affect the Assets or the Inventory.  To the best knowledge of Seller,
there  exists no  condition,  event or act  which  constitutes,  or which  after
notice, lapse of time or both, would constitute, a default under or with respect
to any of the foregoing.

      3.4  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  manufacturing,  marketing,
distribution  and sales of the  Products  (the "Sales  Information").  The Sales
Information  is  true  and  correct  and  accurately   conveys  the  information
disclosed.

      3.5 Absence of Certain  Changes.  Since December 31, 1997, with respect to
the manufacturing,  marketing,  distribution and sale of the Products Seller has
conducted such activities in the ordinary course and in  substantially  the same
manner  as  theretofore  conducted  and  has  not:  (i)  incurred  any  material
obligations or liabilities,  whether absolute,  accrued, contingent or otherwise
with  respect  to the  Assets  or the  Inventory;  (ii)  mortgaged,  pledged  or
subjected to any lien, lease, security interest, encumbrance or other charge any
of the  Assets or the  Inventory;  (iii)  entered  into any  agreement  or other
arrangement for any such sale,  transfer or disposition,  other than the sale of
the Inventory in the ordinary course of business  consistent with past practice;
(iv) suffered any changes in the  condition  (financial  or  otherwise),  sales,
income,  assets or liabilities with respect to the Assets; (v) suffered any loss
of employees or customers that  materially and adversely  affects the operations
or prospects of Seller with respect to the Assets;  or (vi)  otherwise  suffered
any material  adverse  change in the  business,  properties,  assets,  condition
(financial or otherwise) or prospects of Seller with respect to the Assets.




      3.6   Contracts.

            (a)  Schedule  3.6 sets forth a complete  and correct list as of the
date hereof of all agreements,  contracts and commitments  (the  "Contracts") of
the following  types,  written or oral,  relating to the Assets or the Inventory
and to which  Seller  is a  party:  (i)  mortgages,  loan  agreements,  security
agreements  and other  agreements and  instruments  relating to the borrowing of
money or

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extension of credit;  (ii)  equipment  obligations  and property  leases;  (iii)
employment and consulting agreements; (iv) brokerage or finder's agreements; (v)
non-competition  or  non-disclosure  agreements,  agreements as to  geographical
limitations  and  agreements as to exclusive  territory;  (vi)  agreements  with
manufacturers  or  distributors;  (vii)  agreements with sales  representatives,
other than  employees of such Seller;  (viii) license  agreements;  and (xi) all
other agreements,  contracts,  leases, purchase or sales orders and commitments,
whether written or oral, express or implied,  related to the Assets.  Seller has
made available to Buyer complete and correct copies of all written Contracts and
accurate descriptions of all oral Contracts.

            (b) Each of the  Contracts is valid and in full force and effect and
there is no material  default or claim of default  thereunder  and there has not
occurred any event  which,  with the passage of time or the giving of notice (or
both),  would  constitute a material default  thereunder,  either on the part of
Seller or, to the best knowledge of Seller after diligent  inquiry,  on the part
of any other party  thereto.  There are no unresolved  disputes under any of the
Contracts  other than as set forth on Schedule 3.6.  Except as set forth on such
Schedule 3.6, there are no material supply,  sales or other arrangements between
Seller and any of its  affiliates  which are on terms more  favorable  to Seller
than could be obtained with unaffiliated third parties.

      3.7 Inventory. Schedule 1.1(b) sets forth a complete list of the Inventory
as at May 15, 1998. The Inventory is of good,  usable and  merchantable  quality
and includes no discontinued or out of date items.

      3.8 Intellectual Property Rights.  Schedule 3.8 sets forth a complete list
and description of all trademarks, trade names, copyrights, patents, inventions,
processes,  proprietary know-how,  procedures,  trade secrets, recipes, formulae
and  other  intellectual   property  rights  utilized  in  connection  with  the
manufacturing,   marketing,  distribution  and/or  sale  of  the  Products  (the
"Proprietary Rights").  Seller is the registered and beneficial owner of all the
Proprietary  Rights and all of the Proprietary  Rights are freely  assignable by
Seller  to  Buyer.  There is no  notice  or claim or other  indication  that any
Proprietary  Right is not valid or enforceable by Seller or of any  infringement
upon or  conflict  with any  intellectual  property  right of any third party by
Seller in  connection  with the sale of the  Products or of any claim of a third
party  alleging such  infringement  or conflict.  Seller has no knowledge of any
infringement  by any third party upon any  Proprietary  Right and Seller has not
taken or omitted to take any action  which  would have the effect of waiving any
of its rights under any Proprietary Right. Seller has the right to use, free and
clear of any  royalties,  claims  or rights of  others,  all of the  Proprietary
Rights used in connection with the  manufacturing,  marketing,  distribution and
sale of the Products.  The Proprietary Rights constitute all of the intellectual
property rights  necessary for the  manufacturing,  marketing,  distribution and
sale of the Products and the sale and  assignment of the  Proprietary  Rights by
Seller will not operate in any way to  adversely  affect any of the  Proprietary
Rights.

      3.9 License Agreements and Distributorship  Arrangements.  Seller does not
utilize licenses  granted to it by others in connection with the  manufacturing,
marketing,  distribution  and sale of the  Products and has not granted any such
license to others or any license under any Proprietary Right

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owned by Seller and has no outstanding distributorship arrangements for the sale
of the  Products,  other than those  distributorship  arrangements  set forth on
Schedule 3.9.

      3.10 Transactions with Interested Persons. Neither Seller nor any officer,
director,  employee or affiliate of Seller owns,  directly or indirectly,  on an
individual  or joint basis,  any material  interest in, or serves as an officer,
director or employee of, any  customer,  competitor or supplier of Seller or any
person or entity which has a contract or arrangement with Seller.

      3.11 Compliance with Laws: Governmental Authorizations.

            (a) Seller has not  received  any notice that it is in  violation of
any statute, rule,  regulation,  judgment,  order, decree,  permit,  concession,
franchise or other  governmental  authorization  or approval  applicable  to the
manufacturing, marketing, distribution or sale of the Products.

            (b)  Seller  has all  permits,  concessions,  franchises  and  other
governmental  authorizations  and approvals  necessary for, and material to, the
manufacturing,  marketing,  distribution and sale of the Products,  all of which
are listed on Schedule  3.1 1, and there are no  proceedings  pending or, to the
best knowledge of Seller, threatened, that seek the revocation,  cancellation or
suspension,  or  any  materially  adverse  modification,  of  any  thereof.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby  will  not  result  in any  such  revocation,
cancellation,  suspension  or  modification  that would have a material  adverse
effect on the ability of Buyer to manufacturer,  market,  distribute or sell the
Products.

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

      3.13 Termination of Business  Relationships.  No manufacturer  material to
the  production of the Products,  no  distributor or sales agent material to the
distribution  or sale of the Products and no material  customer for the Products
has  advised  Seller  of any  intention  to cancel or  otherwise  terminate  its
business  relationship  with  Seller.  Seller has no reason to believe  that any
manufacturer,   distributor,  sales  agent  or  customer  material  to  Seller's
manufacturing,  marketing, distribution or sale of the Products will be affected
by the  transaction  contemplated  by this  Agreement  or that there will be any
material adverse effect on the manufacturing, marketing, distribution or sale of
the  Products  arising  from  the  change  of  ownership  contemplated  by  this
Agreement.


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      3.14 Absence of  Questionable  Payments.  To the best knowledge of Seller,
neither  Seller nor any of its officers or  directors,  nor any employees or, at
the direction of Seller,  any agent  purporting to act on behalf of Seller,  has
made or agreed to make any  payment  or other use of any of the assets of Seller
(i) to or on behalf of an  official  of any  government,  or to a  manufacturer,
distributor,  supplier  or  customer,  or for any purpose  related to  political
activity,  except as permitted by  applicable  law, (ii) for any of the purposes
described  in Section  162(c) of the  Internal  Revenue  Code,  or (iii) for the
establishment or maintenance of any concealed fund or concealed bank account.

      3.15  Disclosure.  The  representations  and warranties  contained in this
Agreement and the  information  contained in the Schedules,  written  documents,
statements,  lists, certificates and other instruments delivered by or on behalf
of Seller in connection with the  transaction  contemplated by this Agreement do
not contain any untrue statement of a material fact, or omit to state a material
fact necessary to make the factual statements contained therein, in light of the
circumstances under which made, not misleading. There is no fact known to Seller
after diligent inquiry that materially  adversely affects,  or in the future may
materially  adversely affect, the condition of the Assets or the Inventory which
has not been set forth herein or in the Schedules referred to herein.

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

                                  ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

      4.1  Organization  and  Qualification.  Buyer  is  a  corporation  validly
existing and in good standing  under the laws of the State of New York,  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.  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 Buyer has approved the  transactions
contemplated by this Agreement and each of the other  agreements  required to be
entered into pursuant hereto by Buyer.  This Agreement and such other agreements
and  instruments  have  been  duly  executed  and  delivered  by Buyer  and each
constitutes the valid and binding obligation of Buyer enforceable  against it in
accordance with its terms.


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      4.3 No Conflict.  Neither the execution and delivery of this Agreement nor
the  performance  by  Buyer of the  transactions  contemplated  herein  will (a)
violate  or  conflict  with  any  of  the  provisions  of  its   Certificate  of
Incorporation or By-Laws 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 Buyer contained
herein  shall  survive the Closing  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

                      CONDITIONS PRECEDENT TO THE CLOSING

      5.1  Conditions   Precedent  to  Parties'   Obligations.   The  respective
obligations  of Seller and Buyer to  consummate  the  transactions  contemplated
hereby shall be subject to the fulfillment, nor to or at the Closing, of each of
the following conditions, any one or portion of which may be waived in writing:

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

            (b) No Suits or Actions.  At the Closing,  no suit,  action or other
proceeding  shall have been  threatened  or  instituted  to restrain,  enjoin or
otherwise  prevent  the  consummation  of  this  Agreement  or the  transactions
contemplated hereby. Additionally,  there shall be no other action, suit, claim,
investigation or legal, administrative or arbitral proceeding, either pending or
threatened, against Seller or Buyer.

            (c) Opinion of Counsel.  Buyer shall have received a favorable legal
opinion from counsel for Seller.

            (d) Employment  Agreement.  Austin J. Moran, Jr. shall have executed
and delivered an employment  agreement  with  International  Beverages,  Inc., a
wholly-owned subsidiary of Buyer.


                                      9

<PAGE>



            (e) Escrow Agreement.  Austin J. Moran, Jr., Charles H. Cremens,  
Esq. (as escrow  agent) and Seller  shall have entered into an escrow  agreement
with respect to the portion of the purchase price to be held in escrow  pursuant
to Section 1.3.

            (f)  Instruments of Conveyance.  Seller shall execute and deliver to
Buyer 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 and the Inventory pursuant to Section 2.1 (b).

                                  ARTICLE VI

                                INDEMNIFICATION

      6.1 Indemnification.

            (a) Seller agrees to indemnify,  defend and hold harmless  Buyer and
its directors,  officers,  employees,  stockholders and any affiliate of any the
foregoing,  and their successors and assigns  (collectively,  the "Buyer Group")
from and against any and all losses, liabilities, damages (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  (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 Seller contained in Article 111,
(ii) any  breach  of any  covenant  or  agreement  of Seller  contained  in this
Agreement or in any other document contemplated by this Agreement, and (iii) any
and all actions, suits, proceedings,  claims, demands,  assessments,  judgments,
costs, losses, liabilities and expenses incident to any of the foregoing.

            (b) Buyer agrees to indemnify,  defend and hold harmless  Seller and
its directors,  officers, employees and stockholders,  and any affiliates of any
the  foregoing,  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 Buyer contained in Article IV, (ii) any breach of
any covenant or agreement of Buyer  contained in this  Agreement or in any other
document contemplated by this Agreement,  and (iii) any and all actions,  suits,
proceedings, claims, demands, assessments, judgments, costs, losses, liabilities
and expenses incident to any of the foregoing.

      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 claim is 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

                                      10

<PAGE>



writing the Indemnifying Party of such claim or demand, specifying the nature of
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  with 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  is  actually  prejudiced  by  such  failure.   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  the  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 interests 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 I shall  have
mutually  agreed to the  retention of such counsel or (ii) the named  parties of
any  such  proceeding  (including  any  irnpleaded  parties)  include  both  the
Indemnifying  Party and the Indemnified Party and representation of both parties
by the same counsel would be inappropriate due to actual 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  by  the
Indemnifying  Party).  The  Indemnified  Party  agrees  to  cooperate  with  the
Indemnifying  Party and its counsel in  contesting  any claim or demand that the
Indemnifying Party defends. No claim or demand may he 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 in the 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. If the Indemnifying Party elects to dispute
such  claim,  the basis  for such  dispute  shall be set forth in detail  and in
writing and such dispute shall promptly be submitted to arbitration  pursuant to
Section 8.16.


                                      11

<PAGE>



            (c) So long as any right to indemnification  exists pursuant to this
Article  VI, the  affected  parties  each agree to retain  all  relevant  books,
records,  accounts,   instruments  and  documents  reasonably  related  to  such
indemnification. 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 which it
otherwise required hereunder to be kept confidential).

                                  ARTICLE VII

                     POST CLOSING COVENANTS OF THE PARTIES

      7.1 Confidentiality. From and after the Closing, Seller 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,  any  information  which is not generally
known in the industry relating to the Asset transferred to Buyer pursuant hereto
or used in  connection  with the  Assets or any  trade  secrets  related  to the
Assets. Commencing upon the date hereof, Seller shall not directly or indirectly
commercially  exploit the Assets,  or any product similar to the Assets,  in any
manner whatsoever.

      7.2  Post-Closing  Further  Assurances.  At any time and from time to time
after  the  Closing  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.

      7.3 Customer and Broker Lists and Information.  From and after the Closing
Seller  shall  treat  Seller's   customer  and  distributor  lists  and  related
information as a confidential  proprietary  asset of Buyer  transferred to Buyer
pursuant  to this  Agreement  and will not divulge or utilize  such  customer or
distributor lists or information in any manner whatsoever.  Seller will not copy
or retain any such customer or distributor list or information subsequent to the
Closing in any form.

                                 ARTICLE VIII

                                 MISCELLANEOUS


                                      12

<PAGE>



      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 in a timely manner by Buyer and, at the 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  Inventory in  accordance  with the terms of this  Agreement  shall be borne
equally by Buyer and Seller.

      8.2  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, telefaxed, 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,  telexed, sent by
facsimile  transmission  and confirmed in writing within three (3) business days
thereafter  or 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.(2):

      If to Seller, to:

      Perry's Majestic Beer, inc.
      38 West 32nd Street, Suite 801
      New York, NY 10001
      Att: Robert J. Sipper
      Telephone Number: (212) 564-2260
      Telecopier Number: (212) 564-1862


                                      13

<PAGE>




      If to Buyer to:

      The Brooklyn Brewery Corporation
      79 North 11th Street
      Brooklyn, NY 11211
      Att: Thomas D. Potter
      Telephone Number: (718) 486-7422
      Telecopier Number: (718) 486-7440

      with a copy to:

      Kreinik Aaron & Gersh, LLP
      780 Third Avenue
      New York, NY 10017
      Att: Steven T. Gersh, Esq.
      Telephone Number: (212)752-1144
      Telecopier Number: (212)752-8881

      8.3  Publicity.  No  publicity  release or  announcement  concerning  this
Agreement or the transactions  contemplated hereby shall be made without advance
approval thereof by Buyer and Seller, provided, however, that both parties shall
be entitled to make all such public disclosures regarding this Agreement and the
transaction  contemplated  herein as may be required  pursuant to any Federal or
state laws or regulations, including Federal and state securities laws.

      8.4  Entire  Agreement.   This  Agreement   (including  the  Exhibits  and
Schedules)  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 he 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.

      8.6 Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of New York,  without regard to principles
of conflicts of law.  Subject to Section 8.16, the parties hereto (i) agree that
any  legal  suit,  action  or  proceeding  arising  out of or  relating  to this
Agreement  may be  instituted in a court of the State of New York or the Federal
court for the Southern  District of New York, and (ii) waive any objection which
they may now or  hereafter  have to the  laying of the  venue of any such  suit,
action or proceeding.  Further, the parties hereto agree that the mailing of any
process  in any  suit,  action  or  proceeding  in  accordance  with the  notice
provisions of this Agreement shall constitute personal service thereof.


                                      14

<PAGE>



      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 representatives.  This Agreement is not assignable except by operation
of law 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 and  Scheduling.  The Exhibits and  Schedules are a part of
this Agreement as it fully set forth herein.  All references herein to Sections,
subsections,  clauses, Exhibits and Schedules shall be deemed references to such
parts of this Agreement, unless the context shall otherwise require.

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

      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
thereof to any Person or circumstance,  shall be held invalid or  unenforceable,
the remaining  portion of such  provision  and the remaining  provisions of this
Agreement,  or the application of such provision or portion of 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  agreements,  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.


                                      15

<PAGE>



      8.16 Arbitration. Any controversy,  dispute or question arising out of, in
connection  with,  or in relation to this  Agreement  or its  interpretation  or
performance  or  non-performance,  or for any  breach,  shall be  determined  by
arbitration  in  accordance  with  the  then  existing  rules  of  the  American
Arbitration  Association in New York, New York. Judgment upon any award rendered
by the  arbitrator(s)  may be  entered  in any  court  having  jurisdiction.  No
provision  of this  Section  8.16 shall limit the right of any party to exercise
self-help  remedies,  if any,  to obtain any  provision  or  ancillary  remedies
(including,  but not limited to, injunctive relief or specific performance) from
a court  of  competent  jurisdiction  in New York  State.  The  institution  and
maintenance of any remedy permitted above shall constitute a waiver of the right
to submit any controversy or claim to  arbitration.  The statute of limitations,
estoppel,  laches,  and similar doctrines which would otherwise be applicable in
an action brought by a party shall be applicable in any arbitration.

      8.17  Interest.  If any party shall be required to make any  payment(s) to
any other party pursuant to this Agreement including but not limited to pursuant
to any section of this  Agreement  which  provides for  indemnification  and the
party  required to make such payment shall fail to make such payment as and when
the same shall be due hereunder, such payment shall bear interest at the rate of
ten (10%)  percent per annum from the due date and until such  payment  shall be
made and such party shall also be entitled to recover,  upon demand all expenses
reasonably required in collecting such payment,  including  reasonable attorneys
fees.

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

                                      PERRY'S MAJESTIC BEER, INC.



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

                                      THE BROOKLYN BREWERY CORPORATION


                                       By: /s/ Stephen K. Hindy
                                       ------------------------
                                           Stephen K Hindy
                                           President


                                      16

<PAGE>



                                                        SCHEDULE 1.l(a)

                                 THE PRODUCTS

Trade Name: Post Road Pale Ale
            Post Road American Lager
            Post Road French Country Ale
            Post Road IPA (India Pale Ale)
            Post Road Snowshoe Ale
            Post Road Summertime Brew
            Post Road Ruby Horse Ale


<PAGE>



                                                        SCHEDULE 1.1(B)

                  POST ROAD INVENTORY APRIL 1998 - CATAMOUNT

     ITEM (LABEL)                        QUANTITY             TOTAL

PR IPA BODY                               161544            $     848.11
PR IPA NECK                               139044            $     729.98
PR PALE BODY                               83528            $     438.52
PALE NECK                                  49528            $     260.02
PR SUM BODY                               264000            $   1,386.00
PR SUM NECK                               320500            $   1,682.63
PR SNOW BODY                               75000            $     705.00
PR SNOW NECK                              105000            $     746.55

SIX PACK:
PR IPA                                    132008            $  25,081.52
PR PALE                                   123187            $  23,405.53
PR SUM                                     66800            $  12,654.00
PR SNOW                                     4800            $   1,389.60

PR SUM 12 PACK                             26040            $  20,962.20

MOTHER CARTON:
PR IPA                                      1331            $     505.78
PR PALE                                     1107            $     420.66
PR SUM                                      3250            $   1,235.00
PR SNOW                                     1500            $     577.50

CROWNS:
PR IPA                                    451544            $   3,070.50
PR PALE                                   449528            $   3,056.79
PR SUM                                         0            $       0.00
PR SNOW                                   197500            $   1,343.00

PR BARLEY                                    140            $   2,849.00
                              RAW MATERIAL TOTAL            $ 103,347.89
KEGS-OWNED                                   600            $  41,400.00
KEGS-LEASED                                  300            $   9,000.00
POST ROAD TAP HANDLES                        100            $   2,800.00
KEY CHAINS                                  5000            $   2,550.00
T-SHIRTS                                    2000            $   8,000.00
                                  HARDWARE TOTAL            $  63,750.00
PALE CASES                                                  $       0.00
IPA CASES                                                   $       0.00
SNOWSHOE CASES                              1309            $  11,074.14
SNOWSHOE KEGS                                               $       0.00
                            FINISHED PROD. TOTAL            $  11,074.14
                           CATAMOUNT GRAND TOTAL            $ 178,172.03


<PAGE>




                                 SCHEDULE 1.1(c)

                              Assumed Liabilities

      Buyer agrees to assume a keg lease with Granite Financial in the amount of
approximately  $14,217.61  requiring 17 monthly payments,  each in the amount of
approximately $836.33. Buyer shall assume this lease.











<PAGE>



                                 SCHEDULE 1.1(d)

                                  Trademarks

     Post Road trademarked with the U.S. Patent and Trademark office.

     Post Road Snowshoe Ale trademark  application  pending with the U.S. Patent
     and Trademark office.



<PAGE>




                             Trademarks REGISTERED

Word Mark            POST ROAD
Serial Number        75 -252892
Date Filed           19970306
Pub for Opp          19971028
Regis. No.           2130646
Regis. Date          19980120
Status               Registered
Status Date          980120
Register             Principal
Type of Mark         Trademark
Mark Drg Code        1: Word Only

Int'l Class          032 - Light Beverages
Goods & Srvce        beer
US Class             045 - Soft  Drinks  and  Carbonated  Waters  
US Class             046 - Foods and Ingredients  of Foods
US Class             048 - Malt  Beverages  and  Liquors  
1st Use Date         19890200 
1st Comm Date        19890200

Last Rep Ownr        PERRY'S MAJESTIC BEER, INC.
                     134 Morgan Ave.
                     Brooklyn, NY 11237



<PAGE>






Word Mark            POST ROAD SNOWSHOE ALE
Pseudo Mark          POST ROAD SNOW SHOW ALE

Serial Number        75-377436
Date Filed           19971022
Status               Pending
Status Date          980324
Register             Principal
Type of Mark         Trademark
Mark Drg Code        5. Illus./Word in stylized form

Int'l Class          032 - Light Beverages
Goods & Srvcs        Beers
US Class             045 - Soft  Drinks  and  Carbonated  Waters  
US Class             046 - Foods and Ingredients  of Foods 
US Class             048 - Malt  Beverages  and  Liquors  
lst Use Date         19970821 
1st Comm Date        19970821

Last Rep Ownr        PERRY'S MAJESTIC BEER, INC.
                     134 Morgan Ave.
                     Brooklyn, NY 11237



<PAGE>



                                 SCHEDULE l.5(b)

                     Current Post Road Customers of Seller




<PAGE>



                                  SCHEDULE 3.6

                                   Contracts



<PAGE>




                                  SCHEDULE 3.8

                         Intellectual Property Rights


"Post Road" trademarked with the U.S. Patent & Trademark Office.


<PAGE>



                                  SCHEDULE 3.9

              Distributorship Arrangements and License Agreements

The following are the existing Post Road distributors:

Connecticut:         Burt's Beverage
                     Franklin Distributors
                     G & G Distributors

Maine:               Briggs, Inc.

Vermont:             Calmont Distributors

Rhode Island:        Johnson Brothers of Rhode Island, Inc.


License Agreements:

     License  Agreement  (Merchandising  Agreement)  dated May 15,1998 with Chip
Caton,  Artist  Representatives  for Michael  McCurdy for  perpetuity to utilize
"Pale  Ale,"  "IPA,"  "Snowshoe  Ale,"  "Summertime  Brew" and "Ruby Horse Ale,"
illustration for national usage,  exclusive to the beverage industry and for all
illustrations.




<PAGE>



                                  SCHEDULE 3.11

                       Permits, Concessions, Franchises
                        and Governmental Authorizations


Federal Basic Permit

BATF label approval through  Catamount  Brewing Company,  Inc. for the following
labels:

Kegs

Post Road IPA
Post Road Snowshoe Ale
Post Road Summertime Brew
Post Road Ruby Horse Ale
Post Road Pale Ale

Bottle Label

Post Road Pale Ale
Post Road IPA
Post Road Snowshoe Ale
Post Road Summertime Brew*


--------------
* White River Brewery


<PAGE>



                                                           EXHIBIT A

                               ESCROW AGREEMENT




<PAGE>



                               ESCROW AGREEMENTS

     WHEREAS,  International Beverages,  Inc. [hereinafter  "International"),  a
corporation  organized under the laws of the Commonwealth of Massachusetts doing
business as The Craft Brewers Guild and Perry's Majestic Beer, Inc. (hereinafter
"Perry's"), a New York corporation, have entered into certain agreements for the
purchase and sale of certain assets; and,

     WHEREAS,  to complete  the  transaction  the parties have agreed to pay the
outstanding tax  obligations of Austin J. Moran,  Jr. which are set forth on the
annexed Exhibit A.

     WHEREAS,  the parties have agreed that an escrow agent is necessary to hold
funds for the payment of these tax obligations; and

     WHEREAS,  the parties  have agreed to have Charles H.  Cremens,  Esq. of 19
Beacon Street, Boston, Massachusetts, to serve as escrow agent.

     It is agreed as follows:

     1. The parties shall deliver to Charles H. Cremens, Esq. the sum of 
        $35,000.00  on or before  June 1, 1998 to be held in escrow by him for
        the purpose of the payment of Austin J. Moran,  Jr.'s tax  obligations
        as set forth in Exhibit A.

     2. The escrow agent is hereby authorized to disperse from the escrow funds,
        all or such amount as may be necessary to satisfy the tax liens referred
        to in paragraph 1 above.

     3. The escrow agent shall be liable as a  depositary  only and shall not be
        responsible  for the  sufficiency or accuracy of the form,  execution or
        validity  of  documents  deposited  hereunder,  or  any  description  of
        property or other thing therein nor shall it be liable in any respect on
        account of the identity,  authority,  or rights of the persons executing
        or  delivering  or purporting to execute or deliver any such document or
        paper.

     4. The escrow agent as part of the consideration for the acceptance of this
        escrow,  shall  not be  liable  for any acts or  omissions  done in good
        faith, nor for any claims,  demands or losses,  nor for any damages made
        or Buffered  by any party to this  escrow,  excepting  such as may arise
        through or be caused by his willful or gross negligence.

     5. The escrow agent shall not be liable for  collection  of interest on any
        deposit of money. He may rely upon any paper,  document or other writing
        believed  by him  to be  authentic  in  making  any  delivery  of  money
        hereunder.  The escrow agent shall in no way be responsible nor shall it
        be his duty to notify  any  party  hereto  or party  interested  in this
        escrow deposit of any payment made.

     6. In accepting any funds  delivered  hereunder it is agreed and understood
        between the parties  hereto that the escrow agent is  authorized  in hi.
        sole  discretion  to pay  the  escrowed  funds  on  account  of the  tax
        obligations  set forth in Exhibit A and any attorneys'  fees incurred in
        resolution of the outstanding tax obligations.

     7. It is further  agreed that the escrow  agent at the  termination  of two
        years from date,  shall have the right to consider this escrow  contract
        of no further force and effect.  and shall have the right to deliver the
        documents,  moneys or  instrument.  hereby  deposited to the  respective
        parties  depositing  such  documents,  moneys or  instruments,  and that
        redelivery of such  documents,  moneys or instruments  shall relieve the
        said escrow agent from any further liability with reference thereto.

     8. It is further  understood  and agreed  between  the  parties  that these
        instructions  supercede any other contract with reference to this escrow
        deposit,  insofar as said escrow agent is  concerned,  and that the said
        agent may rely  absolutely  hereon to the exclusion of any and all other
        agreements between the parties hereto.


Accepted: