EXHIBIT 10.4


                  SUPPLY, DISTRIBUTION, AND LICENSING AGREEMENT



                                 BY AND BETWEEN



                            CRAFT BRANDS ALLIANCE LLC



                                       AND



                        REDHOOK ALE BREWERY, INCORPORATED





                                  JULY 1, 2004



                                     <PAGE>




REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT
                  SUPPLY, DISTRIBUTION, AND LICENSING AGREEMENT


By:               CRAFT BRANDS ALLIANCE LLC, an Oregon limited liability company
                  ("Company")
                  929 N. Russell
                  Portland, Oregon  97227

and:              REDHOOK ALE BREWERY, INCORPORATED, a Washington
                  corporation ("Redhook")
                  14300 NE 145th
                  Woodinville, Washington 98072

Date:             July 1, 2004


                  This   Supply,    Distribution,    and   Licensing   Agreement
("Agreement") is entered into by and between Redhook and Company effective as of
the date first set forth above.

                                   BACKGROUND

                           A.  Widmer  Brothers  Brewing   Company,   an  Oregon
corporation  ("Widmer")  and  Redhook  are  both  manufacturers  of  craft  malt
beverages.  Widmer and Redhook previously each had a distribution agreement with
Anheuser-Busch  Inc. ("ABI") pursuant to which ABI distributed the malt beverage
products   of  Widmer   (collectively,   "Widmer   Products")   and  of  Redhook
(collectively "Redhook Products").

                           B.   Widmer    Products    and    Redhook    Products
(collectively,  "Products") have been distributed in the following common states
pursuant to distribution  agreements between ABI and each of Widmer and Redhook:
Alaska,  Arizona,  California,  Colorado,  Hawaii,  Idaho,  Montana, New Mexico,
Nevada,  Oregon,   Washington,  and  Wyoming.  ABI,  Widmer,  and  Redhook  have
determined  that it would create certain  efficiencies  and synergies for Widmer
and Redhook to consolidate certain marketing,  advertising, sales, distribution,
and related  operations and to jointly  distribute their respective  products in
the "Territory" (as defined in Section 2 below).

                           C. Widmer,  Redhook,  and Company  have  executed and
delivered or are  negotiating  the  following  documents:  a Restated  Operating
Agreement (the "Operating  Agreement") of Company, and other documents described
in the Operating Agreement (collectively, the "Related Agreements"). Pursuant to
the  Operating  Agreement  and  certain of the  Related  Agreements,  Widmer and
Redhook will consolidate their advertising,  marketing,  sales, and distribution
operations for the purpose of allowing Company to advertise,  market,  sell, and
distribute Products in the Territory. One of the Related Agreements is a Supply,
Distribution,  and Licensing  Agreement  between  Company and Widmer pursuant to
which Company advertises, markets, sells, and distributes Widmer Products in the
Territory (the "Widmer Distribution Agreement").

REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT


<PAGE>
                           D.   Redhook  and  Company   desire  for  Redhook  to
manufacture  and sell  Redhook  Products  to Company  and for Company to market,
advertise,  sell, and distribute the Redhook Products in the Territory under the
terms  of  the  Distribution   Agreement  between  ABI  and  Company  (the  "ABI
Distribution Agreement").

                           E. Pursuant to a Licensing  Agreement between Redhook
and Widmer dated February 1, 2003 (the "Eastern Distribution Agreement"), Widmer
licensed  Redhook  the  right  to  manufacture,  advertise,  market,  sell,  and
distribute Redhook Products and Widmer Products in the states of Maine, Vermont,
New Hampshire, Massachusetts, Rhode Island, Connecticut, New York, Pennsylvania,
Ohio, Maryland, New Jersey,  Delaware, West Virginia,  Virginia, North Carolina,
South Carolina, Kentucky,  Tennessee,  Georgia, Alabama,  Mississippi,  Florida,
Wisconsin,  Michigan,  Indiana, Illinois, and Washington D.C. The parties do not
intend for the parties  rights and  obligations  under the Eastern  Distribution
Agreement to be modified by the terms of this Agreement.

                                    AGREEMENT

                  Based on the mutual  promises  set forth  below and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, Redhook and Company hereby agree as follows:

1. GRANT OF LICENSE.

         1.1 GRANT.

            1.1.1 Upon the terms and conditions  hereinafter set forth,  Redhook
hereby grants to Company,  and Company  hereby  accepts (a) a license to use the
trademarks,   logos,  trade  dress,   copyrights,   promotional  slogans,  color
combinations,  product shapes, and distinctive features in the Redhook Products,
or other  intellectual  property  related  to the  Redhook  Products,  including
(without limitation) the intellectual  property described on EXHIBIT A, attached
hereto (collectively,  the "Intellectual Property"), (b) a non-exclusive license
to  use  the  Intellectual   Property  in  connection  with  the  manufacturing,
packaging,  promotion, sale, and distribution of "Merchandise" in the Territory,
and (c) the right to sublicense the Intellectual Property to others as necessary
or convenient to permit Company to perform its obligations under this Agreement.
The  Intellectual  Property  shall include any  derivative  works related to any
existing  Intellectual Property and any Intellectual Property related to any new
Redhook  Products,  including those Redhook Products added pursuant to Section 3
below.

            1.1.2  Company  shall  not  acquire  any  other  right in any of the
Intellectual  Property  other than as set forth in Section 1.1.1 above.  Redhook
shall have the right to require Company and any sublicensee of Company to submit
representative  samples of any use of such Intellectual  Property to Redhook for
approval,  which  approval  shall be deemed  given if Redhook  does not  provide
Company with written notice of reasonable objection within 10 days of receipt of
such  samples.  Any and all  rights  that may be  acquired  in the  Intellectual
Property by the use of the  Intellectual  Property by Company or any sublicensee
of Company will inure to the sole benefit of Redhook. At the request of Redhook,
Company will execute an instrument,  in a form  agreeable to Redhook,  to effect
further  registration,  maintenance,  and renewal of the Intellectual  Property,
and,  where  applicable,   to  record  Redhook  as  a  registered  user  of  the
Intellectual  Property.  Company shall  promptly  notify  Redhook of any and all
infringements of the Intellectual  Property  pertaining to the Products that may
come to  Company's  attention  and shall  assist  Redhook in taking  such action
against said infringements as Redhook, in its sole discretion, may decide.


REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>

            1.1.3  "Merchandise"  means all  non-beverage  products that (a) are
currently  manufactured  or sold by  Redhook,  (b) are  manufactured  or sold by
Redhook in  connection  with its  beverage  business in the  future,  and (c)are
proposed  by  Company  and not  rejected  by  Redhook  within 30 days  following
Company's submission to Redhook;  provided that Redhook may reject such proposed
Merchandise  only if Redhook would be permitted to reject such usage pursuant to
Section 1.3 below.

         1.2 EXCLUSIVITY.

            1.2.1 Except as  specifically  set forth  below,  during the term of
this  Agreement,  Redhook  shall not directly or indirectly in the Territory (as
expanded  as  provided  herein)   manufacture,   advertise,   market,  sell,  or
distribute,  whether for itself or for others,  any Redhook Product or any other
malt  beverage or  alcoholic  beverage  product,  whether now  existing or later
developed (each, a "Restricted  Product").  In the event of a default under this
Section, Company shall be entitled (without limiting any of its other rights and
remedies) to a temporary restraining order,  preliminary  injunction,  and other
injunctive relief, in addition to other available remedies, including damages.

            1.2.2 If the  Restricted  Products are  distributed by Company under
this Agreement, the following shall apply:

                (a) The  restrictions set forth in Section 1.2.1 shall not apply
to Restricted  Products to the extent that (i) the Restricted  Products are sold
directly to consumers,  including (without limitation)  Restricted Products sold
on or from the  premises  of a Redhook  brew-pub  restaurant  (each,  a "Redhook
Brew-Pub")  or (ii) on or from  the  premises  of a  Redhook  facility  at which
Products are manufactured (each, a "Redhook Plant").

            1.2.3 If the  Restricted  Products  are not  distributed  by Company
under this Agreement (each, a "Non-Distributed  Product"),  the restrictions set
forth in Section 1.2.1 shall not apply to the extent that:

                (a) (i) The  Non-Distributed  Products  are (A)  sold  only  for
consumption in or from the premises of a Redhook  Brew-Pub or a Redhook Plant or
(B) sold or distributed in beer competitions,  beer festivals, and similar types
of temporary sales events and (ii) The quantity of such Non-Distributed Products
does not exceed  70,000  Product Case  Equivalents  per calendar year in each of
Redhook's Brew-Pubs and Redhook Plants;

                (b)  As  used  in  this  Agreement,   the  terms  "Product  Case
Equivalents"  or "PCEs"  mean (i) the number of full cases of  Products  sold in
bottles  plus (ii) the number of  barrels  of  Products  purchased  by  Company,
divided by 13.78.

            1.2.4 The parties  acknowledge that in the state of Washington,  (a)
Company will  receive  orders for Redhook  Products  from ABI  Wholesalers,  (b)
Company will assign the orders to Redhook,  and (c) the Redhook Products will be
sold  and  distributed  directly  by  Redhook  to  ABI  Wholesalers  located  in
Washington.  The restrictions set forth in Section 1.2.1 do not apply to Redhook
Products sold to  distributors  authorized to sell Redhook  Products only in the
state of Washington (each, a "Washington Distributor").  Redhook will deliver to
Company  each week (on the  business  day of the week  requested  by  Company) a
written report of each the types and quantities of Redhook  Products sold to and
ordered  by the  Washington  Distributors  as of the  date  of such  report.  As
compensation for the marketing,  advertising,  and related services  provided by
Company with respect to sales made in  Washington,  Redhook  shall pay within 10
days following the end of each calendar  month a marketing fee calculated  using
the formula set forth on Schedule 1.2.4, attached hereto. At Company's election,
Company  may  off-set  such  amount  from any  amount  due  Redhook  under  this
Agreement.

REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT


<PAGE>


            1.2.5 Redhook and Company  acknowledge that Redhook will continue to
operate its business  outside the  Territory and such  operations  may result in
Redhook  Products being  incidentally  advertised in the Territory.  The parties
agree that such  operations  do not violate  Redhook's  exclusivity  obligations
under this Agreement.  Such permitted  activities include  maintaining a website
advertising  Redhook's  Products  (fulfilling its obligations  under the Eastern
Distribution  Agreement) and buying radio and print  advertisements that are not
targeted in the Territory, but may be seen or heard in the Territory.

        1.3 QUALITY CONTROL.  The nature and quality of all of Company's uses of
the  Intellectual  Property  shall  conform to  reasonable  standards set out by
Redhook from time to time.  Such standards  shall be consistent  with the nature
and quality of the current  Redhook  Products.  Without  limiting the foregoing,
Redhook may reject any new  Intellectual  Property  proposed by Company  only if
such  proposal  would have a materially  detrimental  effect on the value of the
marks or be wholly  inconsistent  with the  current  nature  and  quality of the
existing Intellectual Property.

        1.4 RIGHT TO PURCHASE MERCHANDISE. Redhook has an option to purchase any
quantity of Merchandise (utilizing Redhook's Intellectual Property) manufactured
by or for Company at a price equal to  Company's  direct  out-of-pocket  cost to
manufacture the Merchandise, plus shipping costs.

2. TERRITORY.

        2.1 INITIAL  TERRITORY.  The "Territory"  means the geographic  areas in
which  Company is authorized to take the actions set forth in Section 1.2 above.
The  initial  Territory  shall be the  states of  Alaska,  Arizona,  California,
Colorado,  Hawaii, Idaho, Montana, New Mexico, Nevada, Oregon,  Washington,  and
Wyoming.

        2.2  EXPANSION OF TERRITORY.  Upon notice to Redhook,  Company may, from
time to time at its election and without paying any amount to Redhook or Widmer,
expand the Territory to include one or more of the following  states:  Arkansas,
Iowa, Kansas, Louisiana,  Minnesota, Missouri, Nebraska, North Dakota, Oklahoma,
South Dakota, and Texas. If Company elects to expand the Territory,  Redhook and
Company will promptly take all actions necessary to complete such inclusion.


REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>

3. REDHOOK PRODUCTS.

        3.1 INITIAL REDHOOK PRODUCTS.  The initial Redhook Products that will be
distributed  by  Company  under this  Agreement  are set forth on  SCHEDULE  3.1
attached hereto.

        3.2 ADDITIONAL REDHOOK PRODUCTS.

            3.2.1 Company may add additional  Redhook  Products if it determines
that it is in the best interests of Company to add a new Redhook Product that is
developed by Company or Redhook.

            3.2.2 If Company elects to add a new Redhook Product,  Company shall
at its  expense  develop  all  Intellectual  Property  related  to such  Redhook
Product.  All such  Intellectual  Property  shall  be the  property  of  Redhook
pursuant  to Section 7.2 of this  Agreement  and  licensed to Company  under the
terms of this Agreement.

        3.3 REMOVAL OF REDHOOK PRODUCTS.  Company may, in accordance with a then
current  Budget and Business Plan (as defined  under the  Operating  Agreement),
elect to discontinue  distributing  one or more of the Redhook Products (each, a
"Discontinued  Redhook  Product") upon notice to Redhook if (a) the total volume
of the Discontinued  Redhook Product in the immediately  preceding calendar year
is less than twenty  percent  (20%) of the total volume of all Redhook  Products
sold in the same calendar  year,  (b) the volume of Redhook  Product sold in the
immediately  preceding calendar year is at least ten percent (10%) less than the
sales for the calendar  year two years  preceding  such calendar  year;  and (c)
Company  determines in good faith that it is in the best long-term  interests of
Company for a Discontinued Redhook Product to be discontinued.  If the volume of
any Discontinued Redhook Product sold in the immediately preceding calendar year
is less than twenty percent (20%), but more than five percent (5%), of the total
volume of all Redhook Products sold in the same calendar year (the "Discontinued
Redhook Product Percentage"),  then Redhook may submit the matter to arbitration
as set forth below:

            3.3.1  If  Redhook   disagrees  with  any  decision  by  Company  to
discontinue a Redhook Product with a Discontinued Product Percentage of at least
five percent (5%),  Redhook shall notify  Company within thirty (30) days of the
date Company notifies  Redhook of its decision to discontinue such  Discontinued
Redhook Product.  If Redhook and Company do not resolve the matter within twenty
(20) days following the written notice by a party to the other party referencing
this Section  3.3,  the parties  will submit the Dispute to binding  arbitration
pursuant to arbitration as provided below:

            3.3.2 The arbitration  shall be conducted before a single arbitrator
located in Portland,  Oregon using a "baseball arbitration" format in accordance
with the rules of the Arbitration Service of Portland,  Inc. and judgment on the
award  rendered  by  the  arbitrator(s)  may be  entered  in  any  court  having
jurisdiction thereof. The arbitrator shall be acceptable to both parties. If the
parties do not agree within 20 days on an arbitrator,  the  arbitrator  shall be
selected  by the  Presiding  Judge of the  Circuit  Court of  Multnomah  County,
Oregon.  The arbitrator must determine whether or not the Company is required to
continue to advertise,  market,  sell, and  distribute the subject  Discontinued
Redhook Product within 15 days following the date the arbitrator is selected. In
making his or her determination, the arbitrator must select the choice which the
arbitrator  determines  to be in the best  long-term  interests of Company.  The
arbitrator may not formulate his or her resolution for the Dispute.


REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT


<PAGE>

            3.3.3 The party  whose  proposed  resolution  of the  Dispute is not
selected by the arbitrator shall be responsible for the payment of costs,  fees,
and expenses incurred in connection with such arbitration,  including reasonable
attorneys'  fees and  experts'  fees of both of the parties in  accordance  with
Section 16.11 below.

        3.4  NON-DISTRIBUTED  REDHOOK  PRODUCTS.  If any  Redhook  Products  are
discontinued  pursuant  to Section  3.3  above,  or are  proposed  to Company by
Redhook and not accepted,  pursuant to Section 3.2 above,  for  distribution  by
Company  (collectively,  the  "Non-Distributed  Redhook  Products")  Redhook may
manufacture the  Non-Distributed  Redhook Products and may sell  Non-Distributed
Redhook  Products  in the  Territory  subject to the  restrictions  set forth in
Sections  1.2  and  1.3  above.  From  time  to  time,   Company  may  test  any
Non-Distributed  Product  to  determine  if it is equal to or greater in quality
than the Redhook Products Company then distributes. If Company determines that a
Non-Distributed   Product  is  not  of  such   quality,   Redhook   shall  cease
manufacturing and selling such Non-Distributed  Product until Company reasonably
determines  that such quality  standards  have been met.  Company has determined
that the Redhook Products identified on SCHEDULE 3.4, attached hereto, currently
meet such quality standards.

4. MANUFACTURING RIGHTS OF REDHOOK PRODUCTS AND WIDMER PRODUCTS.

        4.1 EXISTING REDHOOK PRODUCTS.

            4.1.1  Except  as  set  forth  herein,  Redhook  has  the  right  to
manufacture all existing Redhook Products.

            4.1.2 At least  thirty  (30)  days  prior to the  beginning  of each
calendar  quarter,  Company will  provide  Redhook  with a  three-month  rolling
forecast  (each,  a  "Three-Month  Forecast")  of the  quantity of each  Redhook
Product  Company  expects to purchase  during such  three-month  period  (each a
"3-Month Forecasted Quantity"). Within ten (10) days following Redhook's receipt
of each Three-Month Forecast, Redhook will notify Company (i) if it is unwilling
or unable to manufacture at least 110% of the 3-Month  Forecasted  Quantity (the
"Required  Redhook  Quantity")  and (ii) the quantity of Redhook  Products it is
willing  and able to  manufacture  (the  "Promised  Redhook  Quantity")  if such
quantity is less than the  Required  Redhook  Quantity.  If Redhook  does not so
notify  Company,  it will be  presumed  that  Redhook  is  willing  and  able to
manufacture at least the Required Redhook Quantity.  If Redhook notifies Company
that it is unwilling or unable to  manufacture  the Required  Redhook  Quantity,
Company may engage Widmer (pursuant to the Widmer Distribution  Agreement) or if
Widmer is unable or unwilling to manufacture the difference,  may engage another
contract  brewer to  manufacture  the  difference  between the Required  Redhook
Quantity and the Promised Redhook Quantity.

       4.2 EXISTING WIDMER PRODUCTS.

            4.2.1 If,  pursuant  to the Widmer  Distribution  Agreement,  Widmer
notifies  Company  that it is  unwilling  or  unable to  manufacture  all of the
Required  Widmer  Quantity  (as defined in the Widmer  Distribution  Agreement),
Company shall notify Redhook of Company's desire to purchase the difference (the
"Widmer  Quantity  Difference")  between the  Required  Widmer  Quantity and the
Promised Redhook Quantity (as defined in the Widmer Distribution Agreement). For
a period of five business days following the date Redhook  receives such notice,
Redhook shall have the option to accept the obligation to manufacture the Widmer
Quantity  Difference by notifying  Company within such five business day period.
If Redhook  fails to exercise such option,  Company may have any other  contract
brewer manufacture the Widmer Quantity Difference.


REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT


<PAGE>


            4.2.2 Under the terms and  conditions  set forth in SCHEDULE  4.2.2,
attached hereto,  Redhook will have an option to manufacture Widmer Products, or
Widmer will have an option to manufacture Redhook Products.

        4.3 NEW REDHOOK  PRODUCTS AND NEW WIDMER  PRODUCTS.  Redhook and Company
acknowledge that (a) under the Widmer Distribution Agreement,  new Widmer Brands
may be added upon terms similar to those in Section 3.2 above, (b) the volume of
Redhook  Products and Widmer Products derived from such new brands (each, a "New
Brand") that will be distributed and sold by Company is speculative, and (c) the
parties under this Agreement and the Widmer  Distribution  Agreement  intend for
the number of New Brands to be apportioned equitably between Redhook and Widmer.
Redhook and Company  agree that with respect to the New Brands to which  Section
4.4 does not  apply,  (x) the first  New Brand  will be  offered  to the  brewer
(Redhook or Widmer) that sold the lower quantity of Products in the  immediately
preceding  calendar year, and (y) each  additional New Brand will  thereafter be
apportioned  alternatively  to each  brewer.  If a New Brand is  apportioned  to
Redhook,  (i) Redhook  shall have the  obligation  to  manufacture  all Products
ordered by Company as provided under this Agreement, (ii) Redhook shall have the
right during this  Agreement  to  manufacture  the Products  even though the New
Brand may be a Widmer brand, and (iii) all Products using such New Brand will be
subject  to the terms  under this  Agreement  as if it were an  original  Brand.
Within ten (10) days following  written notice to Redhook of the assignment of a
New Brand,  Redhook may elect not to accept such New Brand by notifying  Company
within such ten (10) day period. If Redhook elects not to accept such New Brand,
Company may assign the New Brand to Widmer.

        4.4  REINTRODUCED  DISCONTINUED  PRODUCTS.  Redhook  will have the first
opportunity  to  manufacture a New Brand that Company elects to introduce if (a)
such New Brand is in the same "Beer Style" as a Discontinued  Redhook Brand that
Company  discontinued,  pursuant  to  Section  3.3  of  this  Agreement,  in the
immediately  preceding 12-month period and (b) such New Brand is not in the same
Beer Style as a Discontinued Widmer Brand (as defined in the Widmer Distribution
Agreement)  that  Company  discontinued,  pursuant  to Section 3.3 of the Widmer
Distribution Agreement, in the immediately preceding 12-month period. As used in
this Section, a "Beer Style" is one of the following:  porter,  amber, pale ale,
blonde,  fruit beer,  hefeweizen,  lager, and stout, as those terms are commonly
used in the beer industry. In order to exercise its option,  Redhook must notify
Company within ten (10) days following written notice from Company of its intent
to have such New Brand manufactured.

        4.5 AGREEMENT WITH THIRD PARTY CONTRACT BREWERS.  If pursuant to Section
4.1.2 or Section  4.2.1 above (or  pursuant to the  parallel  provisions  in the
Widmer  Distribution  Agreement)  Company  engages a third party contract brewer
(each a "Contract Brewer") to manufacture any Product,  Company may enter into a
contract brewing  agreement (each, a "Brewing  Contract") with a Contract Brewer
on terms and conditions  Company deems  reasonable,  which may include  (without
limitation)  the following:  (a) the term during which Company will be obligated
to purchase  Products from the Contract  Brewer and (b) the minimum  quantity of
Products  that Company will be obligated to purchase  from the Contract  Brewer.
Redhook  agrees that  Company  shall have no liability to Redhook for failure to
purchase any Products from Redhook in order to comply with its obligations under
the Brewing Contract.


REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>


        4.6 PACKAGING CHANGES.  Company may, from time to time and in accordance
with the  restrictions  set forth in Section 1.3 above,  require  changes to the
Intellectual Property or packaging for existing Redhook Products and require new
Intellectual Property or packaging for new Redhook Products upon 180 days' prior
written notice to Redhook.  The direct  out-of-pocket costs for all such changes
or new  Intellectual  Property will be paid by Company.  If Company requires any
changes  to  the  Intellectual  Property  or  packaging  that  requires  capital
expenditures by Redhook,  Company shall reimburse Redhook for such expenditures;
provided  that  Company  may not require  any  changes to the  packaging  or the
Intellectual Property that requires capital improvements  exceeding $100,000.00.
If Company  requires any changes to the packaging or the  Intellectual  Property
that increases  Redhook's variable cost to manufacture and package the Products,
the price for such  Products  shall be  increased by such  estimated  additional
incremental  cost if (a) within  thirty  (30) days  following  the date  Company
requests such change Redhook notifies Company of the increased incremental cost,
providing reasonable supporting documentation, and (b) Company thereafter elects
for Redhook to manufacture  such Products.  Company may, upon notice to Redhook,
audit  Redhook's  books and  records to the  extent  necessary  to confirm  such
increased variable costs.

5. ABI DISTRIBUTION AGREEMENT.

        5.1 The parties  acknowledge  that Company is distributing  the Products
through  ABI  pursuant  to  the  ABI  Distribution  Agreement,  subject  to  the
restrictions, limitations, and conditions set forth therein.

        5.2  Company  shall  notify  Redhook of any  notice of  default  Company
receives  from ABI with  respect  to the ABI  Distribution  Agreement  and shall
comply with the terms and condition of the ABI Distribution Agreement.

        5.3 Redhook has  reviewed  the ABI  Distribution  Agreement  and, to the
extent  relating to Redhook and its Products,  (a) confirms each  representation
and warranty that Company has made under the ABI Distribution  Agreement and (b)
covenants to perform or cooperate  with Company in  performing  all of Company's
obligations under the ABI Distribution Agreement.

        5.4 Neither party shall take any action under this  Agreement that would
be a  violation  or cause  Company  to be in  violation  of the ABI  Distributor
Agreement.

6. ORDERS; PURCHASE PRICE; PAYMENT.

        6.1 OBLIGATION TO MANUFACTURE.  Subject to Section 4.1.2 above,  Redhook
shall  manufacture the Redhook  Products in the packages  ordered by Company and
shall cause the Redhook Products to be bottled, labeled, packaged, and delivered
by the delivery dates set forth in the order.  Company may not require  delivery
less than thirty (30) days following the date of the Order.

REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT


<PAGE>

        6.2 REDHOOK PRODUCT SPECIFICATIONS.

            (a)  Each of the  Redhook  Products  manufactured  by  Redhook  will
conform  to  the  specifications,  recipes,  and  quality  control  requirements
attached as SCHEDULE 6.2.

            (b) For each new Redhook  Product,  the Redhook  Products  delivered
will conform to the specifications,  recipe, and quality control requirements as
reasonably determined by the Company.

            (c) Product  specifications  of Redhook Products may be changed only
upon mutual agreement of Redhook and Company.

            (d) In addition to the foregoing,  the Redhook Products shall comply
with the Product requirements as set forth in the ABI Distribution Agreement, as
modified   from  time  to  time,   and  shall  not  (in   Company's   reasonable
determination) be adulterated,  contaminated,  or otherwise of a quality that is
below the average  quality  previously  supplied by Widmer,  which may  include,
without  limitation,  (i) apparent  defects in taste or  appearance in excess of
typical  age-related  changes;  (ii)  microbiological   contamination  or  other
contamination  such  as  carryover  of  cleaning  chemicals  or  foreign  object
inclusions; and (iii) defective primary or secondary packaging.

        6.3 PRICES. The initial purchase prices for the Redhook Products are set
forth on SCHEDULE 6.3,  attached  hereto.  Thereafter,  the purchase  prices for
Redhook  Products  shall be adjusted  effective  each January 1, to be an amount
equal to:

            (a) For draught Redhook Products, the purchase price per barrel will
be equal to (i) the Average  Draught Net Sales  Price  multiplied  times *, plus
(ii) any applicable  Excise Taxes.  "Average  Draught Net Sales Price" means the
product  of (x) the gross  amount  received  by Company  during the  immediately
preceding fiscal year of October 1 through  September 30 (the "Fiscal Year") for
sales of all draught  Redhook  Products and draught  Widmer  Products,  less any
discounting, depletion allowance, promotion, or post-off pricing, divided by (y)
the total  number of barrels of draught  Redhook  Products  and  draught  Widmer
Products  sold by Company  during such Fiscal  Year.  "Excise  Taxes"  means all
federal, state, and local excise taxes.

            (b) For bottled Redhook Products, the purchase price per PCE will be
equal to (i) the Average  Bottle Net Sales Price  multiplied  times *, plus (ii)
any applicable Excise Taxes.  "Average Bottle Net Sales Price" means the product
of (x) the gross amount  received by Company  during the  immediately  preceding
Fiscal  Year for  sales of all  bottled  Redhook  Products  and  bottled  Widmer
Products,  less any discounting,  depletion  allowance,  promotion,  or post-off
pricing, divided by (y) the total number of PCEs of bottled Redhook Products and
bottled Widmer Products sold by Company during such Fiscal Year.

* CONFIDENTIAL TREATMENT REQUESTED

REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT


<PAGE>


        6.4 PACIFIC RIDGE.  Notwithstanding the provisions in Section 6.3 above,
the purchase  price for the Pacific Ridge brand Redhook  Products shall be equal
to the  following:  (a) the gross amount  received  (including any freight costs
incurred by Company)  by Company  for sales of all Pacific  Ridge brand  Redhook
Product, minus (b) any discounting,  depletion allowance, promotion, or post-off
pricing.

7. RIGHTS IN INTELLECTUAL PROPERTY.

        7.1  INTELLECTUAL  PROPERTY.  Company  acknowledges  that its use of the
Intellectual  Property shall not create any right,  title,  or interest in or to
the Intellectual  Property in Company.  Company may, however,  sublicense others
the  right  to use the  Intellectual  Property  for the  purpose  of  fulfilling
Company's obligations under this Agreement.  Company shall not apply at any time
anywhere  in  the  world  for  any  trademark  or  other  intellectual  property
protection in its name for any of the Intellectual Property.

        7.2  IMPROVEMENTS;  OWNERSHIP.  Improvements  and  modifications  to the
Intellectual  Property created by either party during the term of this Agreement
shall,  from the time of conception or development,  be the property of Redhook.
Company hereby assigns,  and agrees to take all actions  necessary as reasonably
requested by Redhook to assign all such improvements and modifications.

        7.3 REPRESENTATIONS AND WARRANTIES. Redhook represents and warrants that
(a) it has the right to license the Intellectual Property to Company as provided
under  this  Agreement;  (b)  the  license  of  the  Intellectual  Property  and
distribution  rights under this  Agreement do not conflict  with any  agreement,
judgment,  or  other  obligation  of  Redhook;  and  (c)  Company's  use  of the
Intellectual Property hereunder will not violate the rights of any third person.

8. INFRINGEMENT.

        8.1 CLAIMS AGAINST THIRD PARTIES.  Company shall notify Redhook promptly
in writing of any infringement or unauthorized use of the Intellectual  Property
by third  parties  that may come to its  attention  in  writing.  Redhook  shall
promptly and  diligently  act, or cooperate  with Company who may act, to enjoin
and prevent in the Territory  infringement or threatened  infringement by others
of the Intellectual  Property, and shall take, or cooperate with Company who may
take,  such legal  action as may be  required  to protect  such  rights.  Costs,
expenses and recoveries of prosecuting  infringement actions shall be handled as
follows:

            8.1.1 If  Redhook  at its own  expense  files and is  successful  in
infringement   litigation  or   settlement,   then  Redhook  shall  be  entitled
exclusively to any amounts recovered.

            8.1.2 If  Company  at its own  expense  files and is  successful  in
infringement   litigation  or   settlement,   then  Company  shall  be  entitled
exclusively to any amounts recovered,  and shall be entitled to a credit against
any amounts  owing  Redhook  under this  Agreement for all costs and expenses of
litigation  in  excess  of the award  for or other  recovery  of such  costs and
expenses.

            8.1.3 If Company and Redhook  jointly  pursue and are  successful in
infringement litigation or settlement,  amounts recovered shall be first applied
to Company's costs and expenses,  then to Redhook's costs and expenses, and then
shared in direct  proportion  to the financial  investment  (costs and expenses)
made in such litigation or settlement.

REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>

        8.2 CLAIMS AGAINST  REDHOOK.  Company shall notify  Redhook  promptly in
writing  of any and all  allegations  or claims by others  which may come to its
attention  in writing  that the use of the  Intellectual  Property  infringes or
violates a trademark of any third party.  In such event,  Redhook  shall procure
for Company the right to continue to use the matter  which is the subject of the
claim,  or to modify the same so that it becomes  non-infringing.  Redhook shall
undertake and conduct the defense of any suit, action, or proceeding arising out
of the use by Company of the  Intellectual  Property  hereunder.  Company  shall
cooperate in such defense provided Redhook shall pay any out-of-pocket  expenses
incurred by Company in connection therewith.  No settlement of any such claim or
suit shall be made without the prior written consent of Redhook.

9.  COMPLIANCE  WITH  LAW.  Both  Redhook  and  Company  shall  comply  with all
applicable  rules and  regulations of the TTB (Alcohol and Tobacco Tax and Trade
Bureau of the Department of the Treasury),  and any other regulatory agency that
has  jurisdiction  over the Redhook  Products.  The parties shall cooperate with
each other to provide and retain any regulatory,  taxation,  or other reports or
information required by TTB, or any other regulatory agency.

10. CONFIDENTIALITY.

        10.1 ACCESS TO INFORMATION.  Each party ("Recipient")  acknowledges that
during the term of this  Agreement it may have access to  nonpublic  information
about the existing or proposed business or products ("Confidential Information")
of the other party (the "Disclosing Party") . Confidential Information includes,
without  limitation,  (i)  information  marked or  otherwise  designated  by the
Disclosing  Party as confidential or proprietary,  (ii)  information that by the
nature of the  circumstances  surrounding  the  disclosure  would  reasonably be
treated as confidential  information by a prudent brewer,  and (iii) information
provided to the  Disclosing  Party by third parties that it is obligated to keep
confidential.  Confidential  Information  may  be  written,  oral,  embodied  in
products  (including  the  Redhook  Product),  or in other  forms.  Confidential
Information  does not include  information  that is or becomes  publicly  known,
other than as a result of Recipient's  actions or failure to prevent disclosure.
The fact that portions of  Confidential  Information  may be publicly  available
shall not affect  Recipient's  obligations with respect to the remaining portion
or with respect to the particular  formulation  or compilation  disclosed by the
Disclosing Party.

        10.2 NON-DISCLOSURE AND NON-USE.  Recipient shall not disclose to others
or use any Confidential  Information of the Disclosing Party, except as required
to  perform  its  obligations  under this  Agreement.  Recipient  may,  however,
disclose  Confidential  Information to its employees and agents who need to know
the  information in connection  with this  Agreement,  who are made aware of its
confidential  nature,  and who are  obligated  to comply  with the  restrictions
imposed by this Section 10. A default by a Recipient's  employee or  independent
contractor of the provisions  set forth under this Agreement  shall be a default
of the Recipient.

REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>


        10.3  RETURN.  Except  as  set  forth  below,  upon  the  expiration  or
termination of this Agreement, Recipient shall promptly destroy or return to the
Disclosing  Party, as the Disclosing  Party may direct,  all tangible  materials
provided  to it by the  Disclosing  Party that embody  Confidential  Information
(other than Redhook  Products)  and shall erase or delete all such  Confidential
Information  embodied in any magnetic,  optical,  or similar medium or stored or
maintained on any information  storage and/or  retrieval  device.  Recipient may
retain  one  copy  of  Confidential  Information  for  archival  and  regulatory
purposes.

        10.4  REMEDIES.  In the  event of a  default  under  this  Section,  the
Disclosing Party shall be entitled to a temporary restraining order, preliminary
injunction,  and  other  injunctive  relief,  in  addition  to  other  available
remedies, including damages.

        10.5 DURATION.  The obligations set forth in this Section shall continue
in  effect  beyond  the  term of  this  Agreement  and for so long as  Recipient
possesses Confidential Information.

11. INDEMNIFICATION.

        11.1 OBLIGATION.  Each party (the "Indemnitor") shall indemnify and hold
harmless the other party, its affiliates,  its successors, and assigns, and each
of their respective directors, officers, employees, and agents, from and against
all claims, liabilities,  losses, damages, injuries, demands, actions, causes of
action,  suits,  proceedings,   judgments,  and  expenses,   including,  without
limitation,  reasonable  attorneys'  fees, court costs, and other legal expenses
(collectively,   "Costs")  to  the  extent  arising  from,   connected  with  or
attributable to any claim arising out of the negligence,  willful misconduct, or
breach of this  Agreement by the  Indemnitor.  Without  limiting the  foregoing,
Redhook shall indemnify,  defend,  and hold harmless Company and ABI and each of
their  respective  affiliates,  successors,  and  assigns,  and  each  of  their
respective directors, officers, employees, and agents from and against all Costs
arising out of or related to any product  liability  claims except to the extent
such Costs resulted from any negligence or willful misconduct of Company.

        11.2 INDEMNIFICATION PROCEDURE. With respect to claims made by third
parties,  if any party that is entitled to  indemnification  hereunder (each, an
"Indemnitee")  is threatened with any claim, or any claim is presented to or any
action or proceeding  commenced  against the Indemnitee,  which may give rise to
the right of indemnification  hereunder, the Indemnitee will give prompt written
notice thereof to the Indemnitor.  The Indemnitor, by delivery of written notice
to the  Indemnitee  within  twenty (20) days of receipt of notice of a claim for
indemnification from the Indemnitee, may elect to assume the defense of any such
third party claim at the  Indemnitor's  expense.  If the Indemnitor  assumes the
defense,  it shall have the right to settle an indemnifiable  matter without the
consent of the Indemnitee  unless the settlement  would have a material  adverse
effect on the  Indemnitee.  If the Indemnitor does not timely elect to defend an
indemnifiable   matter,  the  Indemnitee  shall  have  the  exclusive  right  to
prosecute,  defend,  compromise,  settle, or pay any claim, without prejudice to
the  right of the  Indemnitee  to  recover  any and all  losses  and  reasonable
expenses (including attorneys fees and costs) incurred from the Indemnitor.  The
Indemnitee  shall  permit  the  Indemnitor  reasonable  access  to the books and
records of the Indemnitee and shall  otherwise  cooperate with the Indemnitor in
connection with any matter or claim of indemnification.

REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT


<PAGE>


        11.3 INTENDED  THIRD PARTY  BENEFICIARY.  ABI is an intended third party
beneficiary under this Section 11.


12.  INSURANCE.  Each party  shall keep in force at all times  while any Redhook
Product  is being  offered  for  sale,  general  liability  insurance  with both
"products" and "contractual" coverage for aggregated claim in the minimum amount
of  $3,000,000,  and to  furnish  the  other a  certificate  from a  financially
responsible insurance company evidencing that such insurance is in force, naming
the other party as an additional  insured,  and providing that such coverage may
not be cancelled or materially  changed  without  thirty (30) days prior written
notice to the other party.  Any such policy of insurance  shall contain a waiver
of subrogation.

13. WARRANTIES.

        13.1  WARRANTY OF  AUTHORITY.  Each of the parties  hereto  warrants and
represents  to the  other  party  that  (a) it has the  full  right,  power  and
authority  to  enter  into  this  Agreement  and to  carry  out its  obligations
hereunder  and (b)  that it has no  obligations  to any  other  party  that  are
inconsistent with its obligations under this Agreement.

        13.2 LIMITATION OF LIABILITY. EXCEPT FOR CONSEQUENTIAL DAMAGES CAUSED BY
A BREACH OF THE  CONFIDENTIALITY  AGREEMENTS  IN SECTION  10 ABOVE,  IN NO EVENT
SHALL ANY PARTY BE LIABLE FOR SPECIAL,  INCIDENTAL,  OR CONSEQUENTIAL DAMAGES OR
LOST REVENUES OR PROFITS.

14. TERMINATION.

        14.1 TERM. The term of this  Agreement  shall commence on the date first
set forth above and continue until terminated as set forth herein.

        14.2  TERMINATION  BY EITHER  PARTY.  Either  party may  terminate  this
Agreement upon written notice given to the other party  following the occurrence
of any of the following events:

            14.2.1 The other party  fails to timely  make any  payment  required
under this Agreement for a period of 60 days following written notice thereof by
the nonbreaching party.

            14.2.2  The  other  party  fails  to  perform  any  other   material
obligation under this Agreement and such failure remains uncured for a period of
60 days following written notice thereof by the nonbreaching party.

            14.2.3  The  other  party  becomes  the  subject  of  insolvency  or
bankruptcy proceedings, ceases doing business, makes an assignment of assets for
the benefit of  creditors,  dissolves,  or has a trustee  appointed for all or a
substantial portion of such party's assets.

            14.2.4 Any government authority makes a final decision  invalidating
a substantial portion of this Agreement.

            14.2.5 Either party finds that  complying with any law or regulation
relating  to  fulfilling  its   obligations   under  this  Agreement   would  be
commercially unreasonable and failure to comply with the law or regulation would
subject such party or any of its personnel to a monetary or criminal penalty.


REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>

            14.2.6 The ABI Distribution Agreement terminates for any reason.

            14.2.7 The Operating Agreement terminates for any reason.

        14.3 TERMINATION BY COMPANY.

            14.3.1  Company may upon notice to Redhook  terminate this Agreement
if Redhook  causes  Company to be in  default in its  obligations  under the ABI
Distribution  Agreement  and  Redhook  either  (a)  fails  to take  all  actions
necessary  to cause  Company  to cure such  default in  accordance  with the ABI
Distribution  Agreement  or (b) fails to pay on demand  all  direct or  indirect
Costs (as defined in Section 11.1) arising out of or related to such default.

            14.3.2  Company  may upon  notice  to  Redhook  (a)  terminate  this
Agreement  if (i) an event of default  occurs under  Section 7 of the  Agreement
giving  ABI the right to  terminate  the ABI  Distribution  Agreement  (each,  a
"Default  Event"),  (ii) Redhook  caused such Default  Event,  and (iii) Company
elects to cure such  Default  Event or  attempt  to  rectify  the  damage to the
reputation or image of ABI or the brewing  industry caused by such Default Event
by  terminating  this  Agreement  and  (b)  cease  advertising,   marketing,  or
distributing one or more Redhook Product brands (including Pacific Ridge brands)
if ABI notifies  Company that it will no longer  distribute such Redhook Product
brand or brands under the ABI Distribution Agreement.

        14.4 SURVIVAL OF RIGHTS AND  OBLIGATIONS.  Termination of this Agreement
shall not  prejudice  any rights of either party hereto  against the other which
may have  accrued up to the date of  termination.  In  addition,  all  covenants
respecting   indemnification,   governing  law,  attorneys  fees,   arbitration,
confidentiality,  warranties,  termination, and continuing liability for amounts
payable  hereunder  shall survive the termination of this Agreement as expressly
set forth elsewhere herein.

        14.5   TERMINATION  OF  OTHER   AGREEMENTS.   Upon   expiration  or  any
termination,  (a) all rights granted to Company with respect to the Intellectual
Property, as appropriate, shall revert to Redhook; thereafter, (b) Company shall
(i) refrain from all further use of the Intellectual  Property, and (ii) Company
shall (at Redhook's direction) either destroy or return to Redhook all copies of
labels,  packaging,  or other  materials  on which a  Trademark  may be affixed,
except  for  Redhook  Products  which  may be  disposed  of in any  commercially
reasonable  manner  and  (c)  unless  it  would  violate  the  terms  of the ABI
Distribution Agreement,  Redhook may purchase the remaining inventory of Redhook
Products at a price agreed upon by the parties; provided however that if Redhook
and  Company  do not  agree on a price  within  ten  (10)  days  following  such
expiration  or  termination,  Company  may  sell  the  Redhook  Products  to any
third-party  at a net price  that is equal to or  greater  than the  price  last
offered by Redhook.

15.  NOTICES.  Any  notice,  request  or demand to be given or made  under  this
Agreement  shall be in  writing  and shall be deemed to have been duly  given or
made (i) upon delivery, if delivered by hand and addressed to the party for whom
intended at the address  listed  below,  (ii) ten (10) days after deposit in the
mails,  if sent  certified or  registered  air mail (if  available)  with return
receipt requested, or five (5) days after deposit if deposited for delivery with
a reputable  courier  service,  and in each case addressed to the party for whom
intended at the address listed below or (iii) upon  completion of  transmission,
if sent by  facsimile  transmission  to the party for whom  intended  at the fax
number listed  below,  provided  that a copy of the  facsimile  transmission  is
promptly  deposited  for  delivery by one of the  methods  listed in (i) or (ii)
above:

REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>

       If to Redhook, to:                 Redhook Ale Brewery, Incorporated
                                          14300 NE 145th Street, Suite 210
                                          Woodinville, Washington 98072
                                          Attn:  President
                                          Fax:  (425) 485-0761

       If to Company, to:                 Craft Brands Alliance LLC
                                          929 N. Russell
                                          Portland, Oregon  97227
                                          Attn:  President
                                          Fax:  (503) 281-1496

Any party may change its  address  and/or  fax number for the  purposes  of this
Section 15 by written notice  hereunder  given to the other parties at least ten
(10) days prior to the effective  date of such change.  Copies of all notices of
default or any notice under Section 14 under this Agreement shall be sent to:

Widmer Brothers Brewing Company
929 N. Russell
Portland, Oregon  97229
Attn:  President
Fax:  (503) 281-1496

16. MISCELLANEOUS.

        16.1  RELATIONSHIP.  This  Agreement  does not  make  either  party  the
employee,  agent,  or legal  representative  of the other  party for any purpose
whatsoever.  Neither  party is granted  any right or  authority  to assume or to
create any obligation or responsibility,  express or implied, on behalf of or in
the name of the other party.  In  fulfilling  its  obligations  pursuant to this
Agreement each party shall be acting as an independent contractor.

        16.2  ASSIGNMENT.  Except as set forth herein,  neither party shall have
the right to assign, sublicense,  subcontract,  or otherwise transfer its rights
and  obligations  under this Agreement  except with the prior written consent of
the other party.  Redhook does  consent to  Company's  distributing  the Redhook
Product through ABI distributors  within the Territory.  The parties acknowledge
that  the  Redhook   Product  shall  be  distributed   pursuant  to  the  Master
Distribution  Agreement  between  Company  and ABI.  Each of Company and Redhook
agree  that the terms  and  conditions  of the ABI  Distribution  Agreement  (as
amended,  replaced,  or modified  from time to time),  including  the rights and
obligations of ABI, shall apply to the Redhook Products as if they were products
of  Company.  Any  prohibited  assignment  shall be null and void.  The  parties
acknowledge and agree that Redhook may elect to assign all of its assets related
to the Redhook Brew-Pubs to an Affiliate. In this event, the provisions relating
to the Redhook Brew-Pub will apply with respect the Affiliate's restaurants. For
the purposes of this section,  an  "Affiliate"  is a company  controlled  by, in
common control of, or under common ownership with Redhook. Upon an assignment to
an Affiliate, a copy of the assignment agreement will be delivered to Company.



REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>


        16.3 ENTIRE AGREEMENT. THIS AGREEMENT, INCLUDING ALL ATTACHMENTS HERETO,

    CONSTITUTES THE ENTIRE  AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT
    MATTER HEREOF,  AND  SUPERSEDES  ALL PREVIOUS  AGREEMENTS BY AND BETWEEN THE
    PARTIES AS WELL AS ALL  PROPOSALS,  ORAL OR WRITTEN,  AND ALL  NEGOTIATIONS,
    CONVERSATIONS,  OR DISCUSSIONS HERETOFORE HAD BETWEEN THE PARTIES RELATED TO
    THIS AGREEMENT.

        16.4  AMENDMENT.  This Agreement  shall not be deemed or construed to be
modified, amended,  rescinded,  canceled, or waived, in whole or in part, except
by written amendment signed by the parties hereto.

        16.5 SEVERABILITY.  In the event that any of the terms of this Agreement
are in conflict  with any rule of law or statutory  provision  or are  otherwise
unenforceable  under the laws or  regulations  of any  government or subdivision
thereof,  such terms  shall be deemed  stricken  from this  Agreement,  but such
invalidity or  unenforceability  shall not  invalidate any of the other terms of
this Agreement and this Agreement shall continue in force, unless the invalidity
or  unenforceability  of any such provisions hereof does substantial harm to, or
where the invalid or unenforceable  provisions  comprise an integral part of, or
are otherwise inseparable from, the remainder of this Agreement.

        16.6 CONSENT.  Unless otherwise  expressly stated in this Agreement,  if
any action is conditioned  upon the consent of either party (a) such consent may
not be unreasonably  withheld,  delayed, or conditioned and (b) consent shall be
deemed granted  unless the consenting  party notifies the other party in writing
of the reasons why such consent is not granted within 15 days following  receipt
of the written request for consent.

        16.7  COUNTERPARTS.  This  Agreement  may be  executed  in  two or  more
counterparts, and each such counterpart shall be deemed an original hereof.

        16.8  HEADINGS.  Headings  and  subheadings  in this  Agreement  are not
intended to and do not have any  substantive content whatsoever.

        16.9 MUTUAL NEGOTIATION IN DRAFTING.  The parties acknowledge each party
and its counsel have materially  participated in the drafting of this Agreement.
Consequently, the rule of contract interpretation,  that ambiguities, if any, in
a writing be construed against the drafter, shall not apply.

        16.10  WAIVER.  No failure by either  party to take any action or assert
any right hereunder shall be deemed to be a waiver of such right in the event of
the continuation or repetition of the circumstances giving rise to such right.

        16.11 ATTORNEY FEES. In the event of a default under this Agreement, the
defaulting  party shall  reimburse  the  non-defaulting  party for all costs and
expenses reasonably incurred by the non-defaulting  party in connection with the
default,  including,  without  limitation,  attorney  fees  and  costs  (however
incurred,  including at trial,  on appeal,  and on any petition for review).  An
event of  "default" is a breach by either  party of this  Agreement  that is not
cured within an  applicable  cure period.  Additionally,  in the event any suit,
action,  or  arbitration  is brought to enforce or interpret any of the terms of
this Agreement, the prevailing party shall be entitled to recover from the other
party all  reasonable  attorney fees and costs (however  incurred,  including at
trial,  on appeal,  and on any petition for  review),  together  with such other
expenses, costs, and disbursements as may be allowed by law.


REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>


        16.12  FORCE  MAJEURE.  Neither  party  shall be liable for any delay or
default in performing its  obligations if such default or delay is caused by any
event beyond the reasonable  control of such party,  including,  but not limited
to,  acts  of  nature,  terrorism,   war,  or  insurrection,   civil  commotion,
destruction of production facilities or materials by earthquake, fire, storm, or
flood, labor disturbances or strikes, epidemic,  materials shortages,  equipment
malfunction,  failure of ABI  distributors,  or other similar  event.  The party
suffering such cause shall  immediately  notify the other party of the cause and
the expected duration of such cause. If either party's performance is delayed by
more than 90 days  pursuant to this  Section,  the other  party may  immediately
terminate  this  Agreement by written  notice  given  before the affected  party
resumes performance.

        16.13  GOVERNING LAW;  ARBITRATION.  This Agreement shall be governed by
the laws of the State of Oregon,  without regards to the principles of conflicts
of laws  thereof.  Any  controversy  or claim arising out of or relating to this
Agreement,  or the breach thereof,  shall be settled by arbitration in Portland,
Oregon in accordance with the rules of the Arbitration Service of Portland, Inc.
and judgment on the award  rendered by the  arbitrator(s)  may be entered in any
court having jurisdiction thereof.

        16.14 COMMENCEMENT OF AGREEMENT.  Neither party shall have any rights or
obligations  under this Agreement and none of its provisions  shall be operative
unless and until all of the following have occurred:

            16.14.1 The Operating Agreement,  this Agreement,  the other Related
Agreements,  and the  transactions  described  therein have been approved by the
respective boards of directors of Redhook and Widmer;

            16.14.2  The  Operating  Agreement  and  each of the  other  Related
Agreements are finalized, executed, and delivered by each party thereto; and

            16.14.3 Company obtains all of the regulatory licenses and approvals
necessary to sell Products in the Initial Territory.


REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>

       The parties have executed  this  Agreement as of the date first set forth
above.

CRAFT BRANDS ALLIANCE LLC                     REDHOOK ALE BREWERY, INCORPORATED



By:/s/ TERRY MICHAELSON                       By: /s/ DAVID MICKELSON
------------------------------                ---------------------------------
Name:  TERRY MICHAELSON                       Name:   DAVID MICKELSON
------------------------------                ---------------------------------
Title:    PRESIDENT                           Title: EXECUTIVE VICE PRESIDENT,
                                                     CHIEF FINANCIAL OFFICER,
                                                     CHIEF OPERATING OFFICER



REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>


<TABLE>
<CAPTION>
<S>               <C>   <C>              <C>        <C>          <C>            <C>                  <C>                  <C>
                                                                                           CHRISTENSEN O'CONNOR JOHNSON KINDNESSPLLC
                                                                                                       1420 Fifth Avenue, Suite 2800
                                                                                                      Seattle, Washington 98101-2347
                                                                                                           Telephone: (206) 682-8100
                                                                                                                 Fax: (206) 224-0779

REDHOOK ALE BREWERY, INCORPORATED                                                                                  ACTIVE TRADEMARKS
JUNE 9, 2004                                                                                                         REGISTERED ONLY

Client Ref./                             Country/
COJK Ref./              Mark/             Int'l     Appl. No./    Reg. No./
Status            Atty  Owner             Class     Date Filed    Reg. Date     Goods and Services   Action               Date
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0008119    JRU   BALLARD BITTER    Canada      687,267       426,849     Ale and beer.        Renewal Begin        11/06/2008
Registered        JRU                                08/08/91      05/06/94                          Renewal End          05/06/2009
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0012695    JRU   BALLARD BITTER    Mexico       218818        484957     Ale and beer.        Renewal End          11/30/2004
Registered        JRU                      IC32      11/30/94      03/13/95                          Renewal Begin        05/30/2014
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0013093    JRU   BALLARD BITTER    USA NH       H TM     VOL. 90, PG     Ale.                 Renewal Begin        08/15/2004
Registered        JRU                      IC48                      26                              Renewal End          02/15/2005
                                                                   02/15/95
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0001668    JRU   BLACK HOOK         USA        443,637     1,299,809     Ale - namely,        Renewal End          10/09/2004
Registered        JRU                      IC32      09/14/83      10/09/84     porter.              Renewal Begin        10/09/2013
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0012697    JRU   BLACK HOOK        Mexico       218820        484959     Ale and beer.        Renewal End          11/30/2004
Registered        JRU                      IC32      11/30/94      03/13/95                          Renewal Begin        05/30/2014
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0013095    JRU   BLACK HOOK        USA NH       H TM      VOL. 90 PG.    Ale.                 Renewal Begin        08/15/2004
Registered        JRU                      IC48                      24                              Renewal End          02/15/2005
                                                                   02/15/95
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0001667    JRU   BLACK HOOK         USA        443,629     1,296,703     Ale, namely,         Renewal End          09/18/2004
Registered        JRU   PORTER & Design    IC32      09/14/83      09/18/84     porter.              Renewal Begin        09/18/2013
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0003118    JRU   Design (Ballard    USA        575,704     1,409,762     Ale.                 Renewal Begin        09/16/2005
Registered        JRU    Bitter)           IC32      12/30/85      09/16/86                          Renewal End          09/16/2006
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0004446    JRU   Design             USA        685,638     1,493,423     Ale.                 Renewal Begin        06/21/2007
Registered        JRU    (Winterhook)      IC32      09/18/87      06/21/88                          Renewal End          06/21/2008
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0016525    JRU   ESB               Japan   1997-103375       4370896     Ale; other beer.     Renewal Begin        09/30/2009
Registered        JRU                      IC32      04/03/97      03/31/00                          Renewal End          03/31/2010
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0012699    JRU   FORECASTERS        USA     74/590,218     1,929,789     Restaurant and bar   Renewal Begin        10/24/2004
Registered        JRU                      IC42      10/24/94      10/24/95     services.            Renewal End          10/24/2005
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0018651    JRU   INDIA PALE ALE     USA     75/479,479     2,262,841     Ale.                 Section 8, 15        07/20/2004
Registered        JRU   RED HOOK "YA       IC32      05/05/98      07/20/99                          Declaration Begin
                        SURE YA BETCHA"
                        ETC. and Design                                                              6 Month Section 8,   01/20/2005
                                                                                                     15 Declaration

                                                                                                     Section 8, 15        07/20/2005
                                                                                                     Declaration End

                                                                                                     Renewal Begin        07/20/2008

                                                                                                     Renewal End          07/20/2009
------------------------------------------------------------------------------------------------------------------------------------

<PAGE>

------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0025094    JRU   RED HOOK        Australia      852882        852882     Beer and ale.        Renewal Begin        04/09/2010
Registered        JRU                      IC32      10/09/00      08/03/01                          Renewal End          10/09/2010
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0008113    JRU   RED HOOK          Canada      687,394       418,500     Ale and beer.        Renewal Begin        04/22/2008
Registered        JRU                                08/08/91      10/22/93                          Renewal End          10/22/2008
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0008114    JRU   RED HOOK        Hong Kong     6207/91       2375/93     Ale and beer.        Renewal Begin        02/28/2012
Registered        JRU                      IC32      08/28/91      06/18/93                          Renewal End          08/28/2012
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0016529    JRU   RED HOOK          Japan   1997-103376       4265307     Restaurant services, Renewal Begin        10/23/2008
Registered        JRU                      IC42      04/03/97      04/23/99     bar services, and    Renewal End          04/23/2009
                                                                                all other services
                                                                                belonging in this
                                                                                class.
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0008115    JRU   RED HOOK          Japan    1991-85923       2601613     Ale and beer.        Renewal/             04/30/2004
Registered        JRU                      IC32      08/15/91      11/30/93                          Reclassification
                                                                                                     Accepted?
                                                                                                     Renewal Begin        05/30/2013
                                                                                                     Renewal End          11/30/2013
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0012694    JRU   RED HOOK          Mexico       218821        484960     Ale and beer.        Renewal End          11/30/2004
Registered        JRU                      IC32      11/30/94      03/13/95                          Renewal Begin        05/30/2014
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0008117    JRU   RED HOOK        Singapore     7563/91       7563/91     Ale and beer.        Renewal Begin        02/13/2011
Registered        JRU                      IC32      08/13/91      08/13/91                          Renewal End          08/13/2011
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0008116    JRU   RED HOOK          South      91-23412       247,104     (IC36): Ale and      Renewal Begin        02/17/2012
Registered        JRU                      Korea     08/13/91      08/17/92     beer.                Renewal End          08/17/2012
                                           IC32
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0008118    JRU   RED HOOK          Taiwan    (80)36883       556 831     Wine, ale and        Renewal Begin        10/15/2001
Registered        JRU                      IC17      08/14/91      04/16/92     beer.                Renewal End          04/15/2012
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0001242    JRU   RED HOOK           USA     73/380,687     1,253,138     Ale.                 Renewal Begin        10/04/2012
Registered        JRU                      IC32      08/19/82      10/04/83                          Renewal End          10/04/2013
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0001198    JRU   RED HOOK ALE &     USA        382,104     1,332,480     Ale.                 Renewal End          04/23/2005
Registered        JRU   Design             IC32      08/26/82      04/23/85                          Renewal Begin        04/23/2014
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0015487    JRU   RED HOOK DOUBLE   Japan    1996-76304       4143687     Ale and beer.        Renewal Begin        11/08/2007
Registered        JRU   BLACK              IC32      07/11/96      05/08/98                          Renewal End          05/08/2008
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0013092    JRU   RED HOOK ESB      USA NH       H TM     VOL. 90, PG     Ale.                 Renewal Begin        08/15/2004
Registered        JRU                      IC48                      25                              Renewal End          02/15/2005
                                                                   02/15/95
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0012592    JRU   RED HOOK ESB and   USA     74/597,335     1,940,873     (IC25) Men's,        Renewal Begin        12/12/2004
Registered        JRU   Design             IC25      11/10/94      12/12/95     women's and          Renewal End          12/12/2005
                                           IC30                                 children's
                                           IC32                                 clothing, namely,
                                                                                shirts, Tshirts,
                                                                                sweatshirts, polo
                                                                                shirts, and hats;
                                                                                (IC30) bread;
                                                                                (IC32) ale.
------------------------------------------------------------------------------------------------------------------------------------

<PAGE>

------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0016079    JRU   Red Hook Logo   Community      440996        440966     Ale and beer.        Renewal Begin        06/11/2006
Registered        JRU                      IC32      12/11/96      10/23/98                          Renewal End          12/11/2006
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0029334    JRU   SUNRYE             USA     78/232,950     2,819,966     Ale.                 Section 8, 15        03/02/2009
Registered        JRU                      IC32      04/02/03      03/02/04                          Declaration
                        Redhook Ale                                                                  Begin
                        Brewery,
                        Incorporated                                                                 6 Month Section 8,   09/02/2009
                                                                                                     15 Declaration

                                                                                                     Section 8, 15        03/02/2010
                                                                                                     Declaration End

                                                                                                     Renewal Begin        03/02/2013

                                                                                                     Renewal End          03/02/2014
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0012698    JRU   TROLLEYMAN         USA     74/590,217     1,929,788     Restaurant and bar   Renewal Begin        10/24/2004
Registered        JRU                      IC42      10/24/94      10/24/95     services.            Renewal End          10/24/2005
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0008121    JRU   WHEAT HOOK        Canada      687,268       413,666     Wheat brewed ale.    Renewal Begin        12/18/2007
Registered        JRU                                08/08/91      06/18/93                          Renewal End          06/18/2008
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0012696    JRU   WHEAT HOOK        Mexico       218819        484958     Ale and beer.        Renewal End          11/30/2004
Registered        JRU                      IC32      11/30/94      03/13/95                          Renewal Begin        05/30/2004
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0013094    JRU   WHEAT HOOK        USA NH       H TM     VOL. 90, PG     Wheat brewed ale.    Renewal Begin        08/15/2004
Registered        JRU                      IC48                      27                              Renewal End          02/15/2005
                                                                    2/15/95
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0004444    JRU   WINTERHOOK         USA        684,962     1,490,430     Ale.                 Renewal Begin        05/31/2007
Registered        JRU                      IC32      09/18/87      05/31/88                          Renewal End          05/31/2008
------------------------------------------------------------------------------------------------------------------------------------
IABR-2-0013096    JRU   WINTERHOOK        USA NH       H TM                     Beer and ale.        Renewal Begin        09/20/2005
                  JRU                      IC48                    03/20/96                          Renewal End          03/20/2006
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The information  contained in this status report is privileged and  confidential
information intended only for the use of Redhook Ale Brewery, Incorporated. This
information  is  continually  updated  in the  records at  Christensen  O'Connor
Johnson Kindness and may be subject to change at any time.  Comments,  questions
or changes should be directed to Christensen O'Connor Johnson Kindness.

<PAGE>


                                 SCHEDULE 1.2.4

                        WASHINGTON MARKETING FEE FORMULA

1.  FORMULA:  The Washington  Marketing Fee shall be equal to (a) the price paid
    to CBA for the Products,  minus (b) the price paid to Redhook by CBA for the
    Redhook  Products.   The  Washington   Marketing  Fee  shall  be  calculated
    separately for each package type.

2.  EXAMPLE.

*





* CONFIDENTIAL TREATMENT REQUESTED



REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>




REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT


                                  SCHEDULE 3.1

                            INITIAL REDHOOK PRODUCTS


ESB
IPA
Sunrye
Nut Brown Ale
Chinook Copper
Pacific Ridge
Blackhook Porter
Winterhook
Hoptoberfest
Blonde




REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>




                                  SCHEDULE 3.4

                        NON-DISTRIBUTED REDHOOK PRODUCTS

None.





REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>




REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

                                 SCHEDULE 4.2.2

                              OPTION TO MANUFACTURE

1. If, over any calendar year (the "Base Year") both (a) and (b) are true:

                  (a) The total  quantity  (in PCEs) of the Products of a brewer
(the  "Increasing  Brewer")  sold in the  Territory  is  greater  than the total
quantity (in PCEs) of Products of the Increasing Brewer sold in the Territory in
the  immediately  preceding  calendar year (the difference is referred to as the
"Product Volume Increase"), and

                  (b) The total  quantity (in PCEs) of the Products of the other
brewer (the  "Decreasing  Brewer")  sold in the Territory is less than the total
quantity (in PCEs) of Products of the Decreasing Brewer sold in the Territory in
the  immediately  preceding  calendar year (the difference is referred to as the
"Product Volume Decrease");

then

                  (x) In the  immediately  following  calendar year (the "Option
Year"),  the  Decreasing  Brewer shall have the option (the  "Decreasing  Brewer
Option")  to  manufacture  a  quantity  of  Products  equal to the  lower of the
following (the "Option Quantity"):

                  (i) the Product Volume Increase, and

                  (ii) the Product Volume Decrease.

2.  Notwithstanding  the  foregoing,  if the  Decreasing  Brewer  is not able to
manufacture the Products in each type of packaging that was  manufactured by the
Increasing  Brewer in the Base Year,  (a) the  Decreasing  Brewer  Option  shall
include only those Products the packaging of which the Decreasing Brewer is able
to  manufacture  and (b) the  Decreasing  Brewer  Option shall  include only the
percentage of the Option  Quantity equal to the percentage  manufactured  by the
Increasing  Brewer using such  packaging in the Base Year.  For example,  if the
Option  Quantity  for all types of  packaging  is 1,000 PCEs and the  Increasing
Brewer  manufactured 40 percent  long-neck  bottle Products and 60 percent draft
Products,  and  the  Decreasing  Brewer  is not  able to  manufacture  long-neck
bottles,  then  the  Option  Quantity  shall  be  reduced  to 600  PCEs of draft
Products.  The  Decreasing  Brewer may not substitute 400 PCEs of draft Products
for the 400 PCEs of long-neck bottled Product.

     3. The Decreasing  Brewer must exercise the Decreasing Brewer Option, if at
all,  within ten (10) days following  written notice from Company of such right.
The Decreasing  Brewer may exercise the Decreasing Brewer Option with respect to
all or any portion of the Option  Quantity.  The brands of Product (which may be
either Redhook  Products or Widmer  Products)  that make up the Option  Quantity
shall be those  brands  selected by  Company;  provided,  however,  that (i) the
Company  shall  endeavor  to select no more  than two  brands of the  Increasing
Brewer and only those brands that had the highest  sales volume in the Base Year
and (ii) if the  Decreasing  Brewer will (under  provisions of its  distribution
agreement with Company) be  manufacturing  Products of the Increasing  Brewer in
the Option Year, the Company shall endeavor to reassign brands, in equal volumes
and package types, to the Increasing  Brewer and the Decreasing  Brewer so as to
permit each Brewer to manufacture its own Product.


REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT


<PAGE>


     4. EXAMPLE.

              See below.

<TABLE>
<CAPTION>
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------
                         WID %                WID %
                          OF      WIDMER      TOTAL      REDHOOK     RH % OF
  BASE       WIDMER     TOTAL     BBLS        BBLS       BARRELS      TOTAL      REDHOOK
   YEAR     BBLS SOLD    BUS      MANUF       MANUF       SOLD         BUS      BBLS MANUF
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------
<S>           <C>          <C>    <C>            <C>      <C>             <C>      <C>
   2005       170,000      52%    170,000        52%      160,000         48%      160,000
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------
   2006       150,000      45%    150,000        45%      185,000         55%      185,000
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------
   2007       160,000      47%    180,000        53%      180,000         53%      160,000
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------
   2008       170,000      49%    165,000        48%      175,000         51%      180,000
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------
   2009       140,000      44%    135,000        42%      180,000         56%      185,000
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------
   2010       130,000      41%    135,000        43%      185,000         59%      180,000
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------
   2011       100,000      33%    105,000        35%      200,000         67%      195,000
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------
   2012       120,000      39%    135,000        44%      190,000         61%      175,000
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------
   2013       150,000      45%    140,000        42%      185,000         55%      195,000
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------
   2014       170,000      50%    165,000        49%      170,000         50%      175,000
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------

----------- ---------- -------- ---------- ---------- ------------ ----------- ------------
10 yr Avg     146,000      45%    148,000        45%      181,000         55%      179,000
----------- ---------- -------- ---------- ---------- ------------ ----------- ------------

<CAPTION>
-----------  --------- ----------------------- ----------------------- -------------------------
                RH %                                                    DECLINING BREWER OPTION
               TOTAL            WIDMER                 REDHOOK           (DURING OPTION YEAR)
  BASE         BBLS    ----------------------  ----------------------  -------------------------
   YEAR        MANUF      +/(-)        BASE       +/(-)       BASE       WIDMER*      REDHOOK*
-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------
<S>           <C>          <C>    <C>            <C>      <C>             <C>      <C>
  2005            48%
-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------
   2006           55%    (20,000)     170,000     25,000      160,000      20,000
-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------
   2007           47%      10,000     150,000    (5,000)      185,000                     5,000
-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------
   2008           52%      10,000     160,000    (5,000)      180,000                     5,000
-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------
   2009           58%    (30,000)     170,000      5,000      175,000       5,000
-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------
   2010           57%    (10,000)     140,000      5,000      180,000       5,000
-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------
   2011           65%    (30,000)     130,000     15,000      185,000      15,000
-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------
   2012           56%      20,000     100,000   (10,000)      200,000                    10,000
-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------
   2013           58%      30,000     120,000    (5,000)      190,000                     5,000
-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------
   2014           51%      20,000     150,000   (15,000)      185,000                    15,000
-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------

-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------
10 yr Avg         55%                                                      45,000        40,000
-----------  --------- ----------- ----------- ---------- ------------ ----------- -------------
</TABLE>

ASSUMPTIONS:

1.  The Declining  Brewer is able to  manufacture  all types of packaging of the
    Increasing Brewer.

2.  The Declining  Brewer  exercises the Declining Brewer Option each time it is
    available.

3.  Company always assigns the Option Quantity Products of the Increasing Brewer
    to the Declining Brewer.



REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>




                                  SCHEDULE 6.2

                         REDHOOK PRODUCT SPECIFICATIONS

                                  SEE ATTACHED.





REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>




REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT
REDHOOK PRODUCT PROFILE FOR SALES/MARKETING 10/13/03

<TABLE>
<CAPTION>
-------------------------- ------------ ------------- ---------------------- ------------- -------------
          BRAND              ALCOHOL      ALCOHOL           ORIGINAL             RDF          IBU'S
                              (wt%)        (vol%)            GRAVITY
-------------------------- ------------ ------------- ---------------------- ------------- -------------
<S>                           <C>           <C>          <C>                     <C>           <C>
         BLONDE               4.24          5.41         12.57 (1.05077)         66.6          18.3
                           (4.20-4.29)  (5.35-5.48)       (12.41-12.79)      (66.1-67.4)   (16.7-19.6)
           BHP                4.10          5.23         12.34 (1.04980)         65.7          32.6
                           (4.03-4.23)  (5.15-5.39)       (12.09-12.63)      (63.6-67.3)   (28.4-36.6)
           ESB                4.52          5.77         13.46 (1.05454)         66.2          24.3
                           (4.41-4.64)  (5.64-5.92)       (13.26-13.57)      (64.6-68.0)   (19.4-27.3)
           IPA                5.11          6.51         14.21 (1.05773)         70.5          38.5
                           (4.97-5.33)  (6.34-6.79)       (13.85-14.40)      (68.1-73.0)   (34.0-41.0)
         CHINOOK              4.46          5.70         13.52 (1.05479)         65.1          28.1
       COPPER ALE          (4.41-4.50)  (5.64-5.75)       (13.30-13.72)      (64.6-65.4)   (23.2-32.2)
         SUNRYE               3.66          4.65          9.76 (1.03905)         74.7          20.0

        NUT BROWN             4.36          5.57         13.54 (1.05487)         63.5          21.2
                           (4.18-4.53)  (5.35-5.79)       (13.32-13.76)      (62.1-64.9)   (18.8-23.6)
         WH '03               4.67          5.98         14.19 (1.05765)         64.8          45.4

-------------------------- ------------ ------------- ---------------------- ------------- -------------


<CAPTION>

-------------------------- ------------ -------------- ----------------------- --------------
          BRAND               COLOR       CALORIES         CARBOHYDRATES          PROTEIN
                              (SRM)       / 12 oz.            (g/12oz)           (g/12oz)
-------------------------- ------------ -------------- ----------------------- --------------
<S>                           <C>           <C>          <C>                     <C>
         BLONDE                7.0          166.4              13.13               2.19
                            (6.7-7.3)     (164-169)        (12.59-13.58)        (2.02-2.44)
           BHP                47.0          163.2              12.92               2.53
                           (41.5-52.4)    (159-168)        (12.12-14.34)        (2.22-2.89)
           ESB                13.2          179.0              14.15               2.58
                           (11.9-13.9)    (176-181)        (13.45-14.62)        (2.35-2.94)
           IPA                 8.4          188.1              12.66               2.78
                            (7.7-9.6)     (182-191)        (10.68-13.80)        (2.39-3.09)
         CHINOOK              12.0           180               14.63               2.46
       COPPER ALE          (10.7-13.3)    (177-183)        (14.36-14.90)        (2.40-2.51)
         SUNRYE                4.6           125                7.12               1.65

        NUT BROWN             31.9          181.0              16.02               2.54
                           (30.2-33.5)    (178-184)
         WH '03               34.1           190               15.54               2.90

-------------------------- ------------ -------------- ----------------------- --------------
</TABLE>


IBU's (International Bitterness Units)
RDF (Real Degree of Fermentation)
SRM (Standard Reference Method)

These numbers are provided by Redhook Quality Control, Woodinville Brewery. They
are  presented as average  (minimum - maximum)  based on the results of WDV beer
analyzed by A-B Brewing Technical  Services during year 2000 to 2003. This info.
may be used by the Redhook Sales Force and their distributors.



REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT

<PAGE>


<TABLE>
<CAPTION>
                                  SCHEDULE 6.3

                         INITIAL REDHOOK PRODUCT PRICES

---------------------------------------- ------------------------------------------- ---------------------------------
            2004 Net Sales                                Draught                       Bottle Per Case Equivalent
---------------------------------------- ------------------------------------------- ---------------------------------
<S>                                       <C>                                        <C>
Widmer                                                       *                                      *
---------------------------------------- ------------------------------------------- ---------------------------------
Redhook                                                      *                                      *
---------------------------------------- ------------------------------------------- ---------------------------------
Total                                                        *                                      *
                                                             =                                      =
---------------------------------------- ------------------------------------------- ---------------------------------
Average/2                                                    *                                      *
---------------------------------------- ------------------------------------------- ---------------------------------
Average Price @ 59%                                          *                                      *
---------------------------------------- ------------------------------------------- ---------------------------------
Plus Base Excise Tax                                         *                                      *
---------------------------------------- ------------------------------------------- ---------------------------------
2005 Transfer Price                                          *                                      *
---------------------------------------- ------------------------------------------- ---------------------------------
</TABLE>


* CONFIDENTIAL TREATMENT REQUESTED

REDHOOK SUPPLY, DISTRIBUTION, AND
LICENSING AGREEMENT