EXHIBIT 99.1


               SAFE HARBOR UNDER THE PRIVATE SECURITIES LITIGATION
                               REFORM ACT OF 1995

     The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies, so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed in the statement. The Company desires to
take advantage of the "safe harbor" provisions of the Act. Certain information,
particularly information regarding future economic performance and finances and
plans and objectives of management, contained, or incorporated by reference, in
the Company's Current Report on Form 8-K dated as of February 12, 1998 ("Form
8-K") is forward-looking. The following factors, in addition to other possible
factors not listed, could affect the Company's actual results and cause such
results to differ materially from those expressed in forward-looking statements.

     Limited Operating History; Past and Possible Future Operating Losses. The
Company was founded in 1992 and has operated at a loss for each year since such
date. The Company's limited operating history makes the prediction of future
sales and operating results difficult. Accordingly, although the Company has
experienced sales growth, such growth should not be considered indicative of
future sales growth, if any, or of future operating results. There can be no
assurance that the Company's sales will grow or be sustained in future periods
or that the Company will become or remain profitable in any future period.

     Liquidity and Working Capital. The Company has, in the last twenty months,
spent a significant amount of working capital on machinery and equipment and on
salaries and benefits and advertising, all in connection with the completion of
the Company's new brewery, the expansion of its brewing capacity and its
attempts to increase demand for its products. Growth in sales has not been
sufficient to fund such expenditures. To address the lack of working capital,
the Company recently completed a private placement of 3,000 shares of its Series
E Preferred Stock at $1,000 per share less finders, legal and investor relations
services fees. While the Company believes that it has adequate working capital
for fiscal 1998, it does not have and does not anticipate obtaining in the
foreseeable future a working line of credit. As a consequence, there can be no
assurance that the Company will not experience a lack of liquidity or working
capital during fiscal 1998 and beyond.

     For the fourth quarter of 1997 ended December 31, 1997, the Company's loan
and financing agreements with First Union National Bank (the "Bank"), as
successor to Signet Bank, for a $1.5 million equipment loan and a $3.0 million
loan to Blue II, LLC for the brewery land and building required that the
Company's ratio of cash flow to debt service for the quarter equal 1.5:1 or
greater. The Company was unable to meet this ratio requirement and as a result
was required to obtain a one-time waiver thereof from the Bank. There is a
significant likelihood that the Company will be unable to demonstrate compliance
with the cash flow to debt ratio requirement and, perhaps, other financial
covenants, during fiscal 1998, which creates the risk that the Company will
enter into technical default of both loan financing arrangements. As a result,
the Company is attempting to renegotiate or refinance the loans. While
management is confident that one of these options will be achievable no
assurances can be made as to such result and a failure to renegotiate or
refinance the senior debt could make the Company unable to continue its
business.


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     Ability to Successfully Integrate Operations of WGB, Assets of BBC and
Other Acquisition Candidates. The integration of WGB and BBC involve a number of
risks, including, but not limited to, diversion of management's attention,
assimilation of the operations and personnel of WGB and BBC. The successful
operation of an acquired business will require communication and cooperation in
product development and marketing among management and other key personnel.
Given the inherent difficulties involved in completing a major business
combination, there can be no assurance that such cooperation will occur or that
integration of the respective businesses will be successful and will not result
in disruption of the Company's business. In addition, there can be no assurance
that the Company will realize any of the anticipated benefits of the acquisition
and asset purchase. To the extent the Company is unsuccessful in integrating WGB
and BBC, or the operations or assets of any future acquisition candidate, the
Company would be materially adversely affected. There are, as of the date of
this Form 8-K, no agreements, arrangements or understandings between the Company
and any party relating to any potential acquisition.

     Possible Need for Additional Financing. The Company's planned expansion of
its operations with respect to its current and planned products and those of WGB
and BBC (including increased overhead, depreciation, marketing and salaries)
combined with the Company's lack of liquidity may require that the Company
obtain additional debt or equity financing for these or other general corporate
purposes. There can be no assurance that the Company will be able to obtain
additional debt or equity financing on terms favorable to the Company, or at
all, or if obtained, there can be no assurance that such debt or equity
financing will be sufficient for the financing needs of the Company.

     Heavy Dependence on Wholesale Distributors. The Company distributes its
products only through independent wholesale distributors for resale to retailers
such as liquor and wine and beer stores, restaurants, taverns, pubs, bars and
sporting arenas. Accordingly, the Company is dependent upon these wholesale
distributors to sell the Company's beers and to assist the Company in creating
demand for, and promoting market acceptance of, the Company's products and
providing adequate service to its retail customers. There can be no assurance
that the Company's wholesale distributors will devote the resources necessary to
provide effective sales and promotion support to the Company.

     Dependence on Major Customer. Sales to The Kronheim Co., Inc., Baltimore,
Maryland ("Kronheim"), the Company's largest wholesale distributor, represented
50.6%, 35.7% and 56.5% of the Company's beer revenues in 1996, 1995 and 1994,
respectively. Sales to all other wholesale distributors represented 49.4%, 64.3%
and 43.5% of the Company's beer revenues in 1996, 1995 and 1994, respectively.
(The 1994 percentages for sales to other wholesale distributors include beer
sold directly to retailers by the Company.) The Company expects sales to its
largest wholesale distributor to continue to represent a significant portion of
its sales in the near term. The Company believes that its future growth and
success will continue to depend in large part upon this significant wholesale
distributor, but such dependence should decrease as the Company expands its
market area.


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     No Assurance of Continued Wholesale Distributor Support. If Kronheim or any
other significant wholesale distributor were to discontinue selling, or decrease
the level of orders for, the Company's products, the Company's business would be
adversely affected in the areas serviced by such wholesale distributors until
the Company retained replacements. There can be no assurance however that the
Company would be able to replace a significant wholesale distributor in a timely
manner or at all in the event it were to discontinue selling the Company's
products. In addition, there is always a risk that the Company's wholesale
distributors will give higher priority to the products of other beverage
companies, including products directly competitive to the Company's beers, thus
reducing their efforts to sell the Company's products. This risk is exacerbated
by the fact that many of the Company's wholesale distributors are reliant on the
beers of one of the major domestic beer producers for a large percentage of
their revenues and, therefore, may be influenced by such producer. The Company's
distributors are not contractually committed to make future purchases and
therefore could discontinue carrying the Company's products in favor of a
competitor's product or another beverage at any time or for any reason.

     If any of the Company's significant wholesale distributors were to
experience financial difficulties, or otherwise become unable or unwilling to
promote or sell the Company's products, the Company's results of operations
would be adversely affected. Many of the Company's distribution agreements
(other than its agreement with Kronheim which does not specify such a date)
permit their termination upon 90 days' prior notice. The Company's ability to
terminate poorly performing distributors may be hindered by laws that restrict
the Company's right to terminate the services of its wholesale distributors.
There can be no assurance that the Company will be able to attract reliable,
effective new distributors in markets it will enter as a result of its planned
geographic expansion or that the Company's business will not be adversely
affected by the loss or declining performance of any of its current or future
wholesale distributors.

     Intense and Increasing Competition. The Company competes in the specialty
or craft beer segment of the domestic beer market. The principal competitive
factors affecting the market for the Company's beers include product quality and
taste, advertising, distribution capabilities, brand recognition, packaging and
price. There can be no assurance that the Company will be able to compete
successfully against current and future competitors based on these and other
factors. The Company competes with a variety of domestic and international
brewers, many of whom have substantially greater financial, production,
distribution and marketing resources and have achieved a higher level of brand
recognition than the Company.


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     The Company anticipates increased competition in the specialty beer segment
from the major domestic brewers such as Anheuser-Busch Companies, Inc.
("Anheuser-Busch"), Miller Brewing Co. ("Miller") and Adolph Coors Co.
("Coors"), each of whom has introduced and is marketing fuller flavored beers
designed to compete directly in the specialty beer segment. These large domestic
brewers dominate the overall domestic beer market and the Company expects that
certain of these companies, with their superior financial resources and
established distribution networks, will continue to seek further participation
in the specialty beer segment through the acquisition of equity positions in, or
the formation of distribution alliances with, smaller craft brewers (such as
Anheuser-Busch's equity position in, and distribution agreement with, Redhook
Ale Brewery, Incorporated).

     The Company also faces and will face increasing competition from import
specialty beer companies such as Heineken N.V., Bass PLC and Guinness PLC and
existing domestic specialty and contract brewers such as The Boston Beer
Company, Inc., Pete's Brewing Co., Redhook Ale Brewery, Incorporated, Sierra
Nevada Brewing Co. and Anchor Brewing Co., as well as the regional specialty
brewers and local microbreweries in the markets where the Company distributes
its beers. Recent growth in the sales of specialty beers is expected to result
in increased competition in the segment, including a continuing proliferation of
microbrewers and efforts by micro and regional brewers to expand their
production capacity, marketing expenditures and geographical distribution areas.
Increased competition could result in price reductions, reduced profit margins
and loss of market share, all of which would have a material adverse effect on
the Company's financial condition and results of operations.

     The Company's products also compete generally with other alcoholic
beverages, including products offered in other segments of the beer industry and
low- or no-alcohol products. The Company competes with other beer and beverage
companies not only for consumer acceptance and loyalty but also for shelf and
tap space in retail establishments and for marketing focus by the Company's
wholesale distributors and their customers, all of which also distribute and
sell other beers and alcoholic beverage products. Finally, there can be no
assurance that the recent growth in consumer demand for craft beers will
continue, or even if such growth continues, that consumers will choose the
Company's beers.

     Potential Fluctuations in Quarterly Results. The Company's quarterly
operating results have in the past and may in the future vary significantly
depending on factors such as sales for the quarter, fixed and semi-variable
operating costs during periods when the Company's brewery is producing below
maximum designed production capacity, professional fees and expenses relating to
the Company's planned expansion, increased competition, fluctuations in the
price of ingredients or packaging materials, seasonality of sales of the
Company's beers, general economic factors, trends in consumer preferences,
regulatory developments, including changes in excise and other tax rates,
changes in the sales mix between kegs and bottles, changes in average selling
prices or market acceptance of the Company's beers, increases in packaging and
marketing costs associated with initial production of new products and
variations in shipping and transportation costs.


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     The Company's operating results may be significantly impacted in the future
by, among other things, the timing of new product announcements by the Company
or its competitors, the impact of increasing average federal and state excise
tax as sales volume increases, the timing of new advertising and promotional
campaigns by the Company and other expansion activities engaged in by the
Company. The Company's expense levels are based, in part, on its expectations of
future sales levels. If sales levels are below expectations, operating results
are likely to be materially adversely affected. In particular, because the
Company operates its own production facility, a significant portion of its
overhead is fixed and cannot be reduced for short-term adjustments such as sales
below management's expectations, and an excess of production capacity could
therefore have a significant negative impact on the Company's operating results.
However, the Company has historically operated with little or no backlog. The
absence of backlog increases the difficulty of predicting sales and operating
results. In addition, the Company's decision to undertake a significant media
advertising campaign after the commencement of construction of the new brewery
could substantially increase the Company's expenses in a particular quarter,
while any increase in sales from such advertising may be realized in subsequent
periods.

     Based upon the risks of potential fluctuations in quarterly results
discussed above and seasonality and the unpredictability of demand, discussed
below, the Company believes that quarterly sales and operating results are
likely to vary significantly in the future and that period-to-period comparisons
of its results of operations are not necessarily meaningful and should not be
relied upon as indications of future performance. Further, it is possible that
in some future quarter the Company's revenue or operating results will be below
the expectations of public market analysts and investors. In such event, the
price of the Company's Common Stock could be materially adversely affected.

     Sales Fluctuations Due to Seasonality. The Company's wholesale distributors
have historically experienced higher sales in the second and fourth quarters of
the calendar year due to increased consumption of the Company's beers during
periods of warmer weather and from Halloween through New Year's Day. Although
the Company has not yet experienced sale fluctuations due to seasonality because
the Company has continued to expand its wholesale distribution network over the
past three years, fluctuations in the Company's sales due to seasonality may
become evident in the future as the Company's sales increase.

     No Assurance of Geographic Expansion. While the Company has recently
expanded its distribution network and now sells in approximately 27 states,
sales in Maryland accounted for over 62.8% of the Company's sales in 1996. The
Company's continued growth depends upon its ability to expand sales in these and
other new regions. There can be no assurance that the Company's efforts to
expand sales in new regions will be successful or that such expansion can be
accomplished on a profitable basis. The Company's timely and successful
expansion of sales will depend on a number of factors, including competition,
the continued promotion and sale of the Company's products by suitable local
wholesale distributors, the retention of skilled sales and other personnel, the
ability to adapt management and other operational systems to accommodate
increased volume, the success of advertising and promotion campaigns, and other
factors, some of which are beyond the control of the Company. Furthermore,
consumer tastes vary by region and there can be no assurance that consumers
located in new geographic regions will be receptive to the Company's beers. The
Company believes that consumer demand for its products is greater in certain
areas than others due to demographic, economic and other factors. The Company's
efforts to increase sales by further penetrating market areas may be limited by
such factors. The inability of the Company to expand sales in a timely manner
would have a material adverse effect on the Company's operating results and
financial condition.


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     Dependence on Recently Introduced Beers. A substantial portion of the
Company's revenues for the 12 months ended December 31, 1997, as well as those
of WGB and BBC, were generated by sales of beer styles marketed for one year or
less. There can be no assurance that such styles of beer will continue to
achieve market acceptance. A decline in the demand for such beer styles as a
result of competition, changes in consumer tastes and preferences, government
regulation or other factors could have a material adverse effect on the
Company's operating results and financial condition. In addition, there can be
no assurance that the Company will be successful in developing, introducing and
marketing additional new beers that will sustain sales growth in the future.

     No Assurance of Future Ability to Satisfy Changing Consumer Preferences.
The craft beer market is highly competitive and characterized by changing
consumer preferences and continuous introduction of new products. The Company
intends to introduce new products from time to time to maintain wholesale
distributor and retailer interest and appeal to varying consumer preferences and
to create consumer demand. The Company believes that its future growth will
depend, in part, on its ability to anticipate changes in consumer preferences or
to create consumer demand and develop and introduce, in a timely manner, new
beers that adequately address such changes. There can be no assurance that the
Company will be successful in developing, introducing and marketing new products
on a timely basis. If the Company is unable to introduce new products or if the
Company's new products are not successful, the Company's sales may be adversely
affected as customers seek competitive products. In addition, the introduction
of new products by the Company could result in reduction of sales of the
Company's existing beers, requiring the Company to manage carefully product
introductions in order to minimize disruption in sales of existing products.
There can be no assurance that the introduction of new product offerings by the
Company will not cause wholesale distributors, retailers and consumers to reduce
purchases or consumption of existing Company products. Such reduction of
purchases or consumption could have a material adverse effect on the Company's
operating results and financial condition.


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     No Assurance of Future Consumer Demand for Craft Beer. The craft beer
segment of the domestic beer market has grown dramatically over the past decade.
The Company believes that one factor in such growth has been consumer demand for
more flavorful beers offered in a wider variety of styles. No assurance can be
given, however, that consumer demand for craft beers will continue in the
future. The Company's success also depends upon a number of factors related to
the level of discretionary consumer spending, including the general state of the
economy, federal and state tax laws and consumer confidence in future economic
conditions. Changes in consumer spending can affect both the quantity and the
price of the Company's products and may therefore affect the Company's operating
results. For example, reduced consumer confidence and spending may result in
reduced demand for the Company's products, limitations on its ability to
increase or maintain prices and increases in required levels of selling,
advertising and promotional expenses.

     No Assurance of Future Satisfaction of Demand. The production schedule for
the Company's beers is based on forecasts of the Company's sales in general and
the rate of sales of each of the Company's styles of beer. The Company currently
has the flexibility to modify short-term production schedules and is currently
able, on a short-term basis, to satisfy fully most changes in demand for its
product. The ability of the Company to estimate demand may be less precise
during periods of rapid growth or with respect to new products. The failure of
the Company to accurately forecast its sales could lead to inventory shortages
or surpluses that could adversely affect results of operations and lead to
further fluctuations in quarterly operating results.

     Dependence on Certain Suppliers. The Company purchases from, and is
dependent upon, its suppliers for certain agricultural ingredients and packaging
materials used in the Company's products. Although to date the Company has been
able to obtain adequate supplies of these ingredients and materials in a timely
manner from existing sources and has changed suppliers from time to time with
minimal disruption, if the Company were unable to obtain sufficient quantities
of ingredients and materials, delays or reductions in product shipments could
occur which would have a material adverse effect on the Company's financial
condition and results of operations. To date, the Company has not experienced
material difficulties in obtaining timely delivery from its suppliers. Although
the Company believes that there are alternative sources available for its raw
materials, there can be no assurance that the Company will be able to acquire
these products from other sources on a timely or cost-effective basis if current
suppliers are unable to supply them. In 1996, the Company experienced a
significant increase in the price of its ingredients and packaging materials.
Except for suppliers who provide glass bottles and corrugated cardboard cartons,
the Company does not have long-term purchase contracts with its suppliers. The
loss of a material supplier could materially adversely affect the Company's
results of operations and financial condition if there were a delay in shipments
from the alternative suppliers.

     The Company also is dependent upon an adequate supply of hemp seeds, which
is a key ingredient in the Company's "Hempen Ale" brand. The hemp seeds are
obtained from a supplier located in China and accordingly, the Company's supply
of such seeds also is subject to disruption by economic, international trade and
government instability, as well as civic unrest, in the region. Further,
world-wide demand for hemp seeds is growing. The Company's inability to qualify
an alternative source of hemp seeds may in the future have a significant adverse
impact on the Company if a material disruption of the Company's hemp seed supply
occurs.


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     As with most agricultural products, the supply and price of raw materials
used to produce the Company's beers can be affected by a number of factors
beyond the control of the Company such as floods, frosts, droughts, other
weather conditions, economic factors affecting growing decisions, various plant
diseases and pests. To the extent that any of the foregoing affects the
ingredients used to produce the Company's beers, the Company's results of
operations would be materially and adversely affected. In addition, the Company
keeps only approximately a 30 day supply of hops and a seven day supply of malt
on its premises. Moreover, its purchases are limited to pre-packaged quantities,
rather than in bulk. Therefore, the Company is highly dependent upon the ability
of its suppliers to deliver its ingredients in a timely fashion. Such delivery,
which is by truck, is dependent upon certain factors beyond the control of the
Company, including but not limited to weather and labor relations. The Company's
operations are dependent upon its ability to accurately forecast its need for
ingredients. Any failure by the Company to accurately forecast its requirements
of raw materials could result in the Company either being unable to meet higher
than anticipated demand for its products or producing excess inventory, either
of which may adversely affect the Company's results of operations.

     Ability to Manage Growth. The Company has experienced rapid growth that has
resulted in new and increased responsibilities for management personnel which
has challenged and continues to challenge the Company's management, operating
and financial systems and resources. To compete effectively and manage future
growth, if any, the Company will be required to continue to implement and
improve its operational, financial and management information systems,
procedures and controls on a timely basis and to expand, train, motivate and
manage its work force. There can be no assurance that the Company's personnel,
systems, procedures and controls will be adequate to support the Company's
existing and future operations. Any failure to implement and improve the
Company's operational, financial and management systems or to expand, train,
motivate or manage employees could have a material adverse effect on the
Company's operating results and financial condition.

     No Assurance of Ability to Protect Intellectual Property Rights. The
Company considers its trademarks and pending trademarks, particularly the "Blue
Ridge" brand names, proprietary beer recipes and the design of product
packaging, advertising and promotional design and art work (the "Intellectual
Property"), as well as the recently acquired Intellectual Property of WGB and
BBC, to be of considerable value and critical to its business. The Company
relies on a combination of trade secret, copyright and trademark laws,
non-disclosure, non-competition and other arrangements to protect its
proprietary rights. In this regard, the Company has obtained trademark
protection for its "Blue Ridge" brands in 1997 from the U.S. Patent and
Trademark Office.


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     Despite the Company's efforts to protect its proprietary rights,
unauthorized parties may attempt to copy or obtain and use information that the
Company regards as proprietary. There can be no assurance that the steps taken
by the Company to protect its proprietary information will be adequate to obtain
the legal protection sought or will prevent misappropriation of such information
and such protection may not preclude competitors from developing confusingly
similar brand names or promotional materials or developing products with taste
and other qualities similar to the Company's products.

     Risk of Third Party Claims of Patent Infringement. While the Company
believes that its Intellectual Property does not infringe upon the proprietary
rights of third parties, there can be no assurance that the Company will not
receive future communications from third parties asserting that the Company's
Intellectual Property infringes, or may infringe, upon the proprietary rights of
third parties. The potential for such claims will increase as the Company
increases distribution in recently entered and new geographic areas. Any such
claims, with or without merit, could be time-consuming, result in costly
litigation and diversion of management's attention, cause product distribution
delays or require the Company to enter into royalty or licensing agreements.
Such royalty or licensing agreements, if required, may not be available on terms
economical or acceptable to the Company or at all. In the event of a successful
claim of infringement against the Company and failure or inability of the
Company to license the infringed or similar proprietary information, the
Company's operating results and financial condition could be materially
adversely affected.

     Dependence on Key Personnel. The Company's success depends to a significant
degree upon the continuing contributions of, and on its ability to attract and
retain, qualified management, sales, production and marketing personnel,
particularly Kevin E. Brannon, Chairman of the Board and Chief Executive
Officer, Marjorie A. McGinnis, President, Les Harper, Chief Financial Officer,
Steven T. Nordahl, Vice President - Brewing Operations and Patrick N. Helsel,
Vice President - Sales, (collectively, the "FBC officers") as well as, James
Lutz, President of WGB and Marc Tewey, President of BBC. The Company entered
into employment agreements with each of the FBC officers in 1996, except with
respect to Mr. Harper, and with Messrs. Lutz and Tewey in 1998, and, with the
exception of the employment agreement of Mr. O'Connor, all such agreements
continue to be current and in effect. Prior to their employment by the Company,
none of FBC officers had prior experience in the beer industry or significant
business experience. The competition for qualified personnel is intense and the
loss of any of such persons as well as the failure to recruit additional key
personnel in a timely manner, could adversely affect the Company. There can be
no assurance that the Company will be able to continue to attract and retain
qualified management and sales personnel for the development of its business.
Failure to attract and retain key personnel could have a material adverse effect
on the Company's operating results and financial condition.


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     Operating Hazards; No Assurance of Adequate Insurance. The Company's
operations are subject to certain hazards and liability risks faced by all
brewers, such as bottle flaws or potential contamination of ingredients or
products by bacteria or other external agents that may be accidentally or
wrongfully introduced into products or packaging. The Company's products are not
pasteurized and require careful product rotation to prevent spoilage. However,
neither spoiled beer nor the bacteria introduced in the brewing process is known
to be harmful to human health. The Company runs periodic diagnostic tests on all
of its products to assure that they meet Company quality control guidelines and
comply with federal and state regulatory requirements. While the Company has not
experienced a serious contamination problem in its products, the occurrence of
such a problem could result in a costly product recall and serious damage to the
Company's reputation for product quality. The Company's operations are also
subject to certain injury and liability risks normally associated with the
operation and possible malfunction of brewing and packaging equipment. Although
the Company maintains insurance against certain risks under various general
liability and product liability insurance policies, there can be no assurance
that the Company's insurance will be adequate.

     Government Regulation. The Company's business is highly regulated by
federal, state and local laws and regulations. The Company must comply with
extensive laws and regulations regarding such matters as state and regulatory
approval and licensing requirements, trade and pricing practices, permitted and
required labeling, advertising, promotion and marketing practices, relationships
with distributors and related matters. For example, federal and state regulators
require warning labels and signage on the Company's products. The Company
believes that it has obtained all regulatory permits and licenses necessary to
operate its business in the states where the Company's products are currently
being distributed. Failure on the part of the Company to comply with federal,
state or local regulations could result in the loss or revocation or suspension
of the Company's licenses, permits or approvals and accordingly could have a
material adverse effect on the Company's business. In addition, changes to
federal and state excise taxes on beer production, federal, state and local
environmental regulations, including laws relating to packaging and waste
discharge, or any other laws or regulations which affect the Company's products
could have a material adverse effect on the Company's results of operations. The
federal government and each of the states levy excise taxes on alcoholic
beverages, including beers. The federal government currently imposes an excise
tax of $18.00 per barrel on every barrel of beer produced for consumption in the
United States by each brewing company with annual production of over 2,000,000
barrels. The federal excise tax for brewing companies with annual production
under 2,000,000 barrels is $7.00 per barrel on all barrels up to the first
60,000 barrels produced and $18.00 per barrel for each barrel produced in excess
of 60,000. Any increase in the excise tax for small brewers could have a
material adverse effect on the Company's operating results and financial
condition.


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     Public Attitudes Toward Alcohol Consumption. In recent years, there has
been an increase in the level of health-consciousness in the United States and
considerable debate has occurred concerning alcohol-related social problems,
such as alcoholism and drunk driving. In addition, a number of anti-alcohol
groups are advocating increased governmental action on a variety of fronts
unfavorable to the beer industry, including the legislation of new labeling or
packaging requirements and restrictions on advertising and promotion that could
adversely affect the sale of the Company's products. Restrictions on the sale
and consumption of beer or increases in the retail cost of beer due to increased
governmental regulations, taxes or otherwise, could materially and adversely
affect the Company's financial condition and results of operations.

     Concentration of Ownership of Management. As of December 31, 1997, the
executive officers and directors of the Company on that date beneficially owned
approximately 13.07% of the Common Stock. Although the percentage of such
beneficial ownership will decrease as a result of the BBC asset purchase and the
acquisition of WGB, these stockholders will be able to significantly influence
all matters requiring stockholder approval, including the election of directors
and approval of significant corporate transactions. Such concentration of
ownership may have the effect of delaying or preventing a change in control of
the Company.

     Antitakeover Provisions in the Company's Corporate Documents. The Company's
Board of Directors has the authority to issue up to 1,000,000 shares of
preferred stock, $.01 par value per share, of the Company and to determine the
price, rights, preferences, privileges and restrictions thereof, including
voting rights, without any further vote or action by the Company's stockholders.
The voting and other rights of the holders of Common Stock will be subject to,
and may be adversely affected by, the rights of the holders of any preferred
stock that may be issued in the future. The Company's Board may similarly issue
additional shares of Common Stock without any further vote or action by
stockholders. Such an issuance could occur in the context of another public or
private offering of shares of Common Stock or preferred stock or in a situation
where the Common or preferred stock is used to acquire the assets or stock of
another company. The issuance of Common or preferred stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of delaying, deferring or preventing a
change in control of the Company. The Company has no current plans to issue any
shares of Common or preferred stock other than as described herein.

     Moreover, the Restated and Amended Articles of Incorporation ("Articles")
and Restated and Amended Bylaws ("Bylaws") of the Company contain certain
provisions which, among other things, maintain a "staggered" Board of Directors,
limit the personal liability of, and provide indemnification for, the directors
of the Company, require that stockholders comply with certain requirements
before they can nominate someone for director or submit a proposal before a
meeting of stockholders, prohibit the ability of stockholders to call special
meetings of stockholders, limit the ability of stockholders to act by written
consent and require a supermajority vote of stockholders in the event that a
"related person" (as defined) attempts to engage in a business combination with
the Company.


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     Potential Volatility of Stock Price. Stock prices of many growing
consumer-product companies fluctuate widely, often for reasons that are
unrelated to their actual operating performance. Announcement of new facilities
or products by the Company or its competitors, regulatory developments, and
economic or other external factors, as well as period-to-period fluctuations in
financial results, may have a significant impact on the market price and
marketability of the Common Stock. In the past, following periods of volatility
in the market price of a company's securities, securities class action
litigation has often been initiated against such company. Such litigation could
result in substantial costs and a diversion of management's attention and
resources, which could have a material adverse effect upon the Company's
operating results and financial condition.

     Common Stock Equivalents. The Company has outstanding a number of shares of
Preferred Stock which may be converted into approximately 4,165,060 shares
of Common Stock (assuming that the average closing price of the Company's Common
Stock for the prior thirty trading days is $2.00 per share). An increase in
the number of shares of Common Stock (or Common Stock equivalents) outstanding
will have a negative effect on the Company's per share ratios, including
earnings per share, which could negatively impact the market for the Company's
Common Stock and the price of the Common Stock in the market.

     Dividends. The Company has never paid a dividend on its Common Stock and
currently expects to retain its future earnings, if any, for use in the
operation and expansion of its business and does not anticipate paying any such
cash dividends on its Common Stock in the foreseeable future. In addition,
certain of the Company's outstanding Preferred Stock has priority on funds
available for dividends and dividends on such Preferred Stock must be paid in
full before dividends may be paid on the Common Stock. Dividends to be paid on
the Preferred Stock must be approved by the Bank prior to payment and in
management's opinion, it is doubtful that the Bank will approve such dividends
in the foreseeable future. Any dividend not approved shall accumulate but will
not be paid by the Company until approval of such dividend is obtained from the
Bank. Future loan agreements may similarly restrict or limit the payment of
dividends on the Preferred Stock.

     Certain Related-Party Transactions. The Company has borrowed money from
time to time to provide cash for operations and for other corporate purposes
from its directors, stockholders and persons having business relationships with
its directors. In addition, the Company has agreed to lease the new brewery
premises from a company which is owned, in part, by one of the Company's
directors and by other affiliated persons.


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<PAGE>

     Limitations on Liability of Management. The Company has adopted provisions
in its Articles that eliminate to the fullest extent permissible under Maryland
law the liability of its directors for monetary damages except to the extent
that it is proved that the director actually received an improper benefit or
profit in money, property or services or the director's action or failure to act
was the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding. While it may limit stockholder actions
against the directors of the Company for various acts of misfeasance, the
provision is designed to ensure that the ability of the Company's directors to
exercise their best business judgment in managing the Company's affairs, subject
to their continuing fiduciary duties to the Company and its stockholders, is not
unreasonably impeded by exposure to potentially high personal costs or other
uncertainties of litigation.

     Indemnification of Management. The Company's Articles consistent with
Maryland law, provide that the Company will indemnify and advance expenses to
any director, officer, employee or agent of the Company who is, or is threatened
to be made, a party to any action, suit or proceeding. Such indemnification
would cover the cost of attorneys' fees as well as any judgment, fine or amounts
paid in settlement of such action provided that the indemnified party meets
certain standards of conduct necessary for indemnification under applicable law.
Such indemnity may or may not be covered by officer and director liability
insurance and could result in an expense to the Company even if such person is
not successful in the action. This provision is designed to protect such persons
against the costs of litigation which may result from his or her actions on
behalf of the Company. In addition, the Company has purchased insurance to cover
its directors and officers under certain circumstances.

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