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                               OPERATING AGREEMENT

                                       OF

                                 CELTIC BREW LLC

                      a New York limited liability company

               This Operating  Agreement (the "Agreement") is entered into as of
December 2, 1996, by and among American Craft Brewing  International  Limited, a
Bermuda company ("AmBrew International"), and Aidan McGuiness (collectively, the
"Members").

               The  parties  have  agreed  to  organize  and  operate  a limited
liability company in accordance with the terms and subject to the conditions set
forth in this Agreement.

               The parties agree as follows:

               1. Organization.  The parties hereby organize a limited liability
company pursuant to the New York Limited  Liability  Company Law (the "Act") and
the  provisions of this  Agreement  and, for that purpose,  authorize and direct
AmBrew  International  to execute and file the Articles of  Organization of this
limited liability company with the New York Department of State  ("Department of
State").

               2.  Name.  The name of the  limited  liability  company  shall be
Celtic Brew LLC (the "Company").

               3. Purpose. The purpose of the Company is to engage in any lawful
act or activity for which  limited  liability  companies may be formed under the
Act and to engage in any and all activities necessary or incidental thereto.

               4. Principal  Office.  The Company's  principal place of business
shall be located at One  Galleria  Boulevard,  Suite  912,  Metairie,  Louisiana
70001.  The Company may have such other  business  offices within or without the
State of New York as determined from time to time.

               5. Term.  The term of the Company  shall begin upon the filing of
the Articles of  Organization  with the  Department of State and shall  continue
until dissolved in accordance with this Agreement.

               6. Members;  Percentage Interests.  (a) The name, present mailing
address and percentage  interest (the  "Percentage  Interest") of each Member is
set forth on Exhibit A.


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               (b) Whenever a new Member is admitted, Exhibit A shall be amended
   to reflect  the changes in  Percentage  Interests  of Members for  succeeding
   periods  determined  on the basis of the terms  upon  which the new Member is
   admitted.

               (c) Whenever a Member  withdraws or is expelled,  Exhibit A shall
   be amended to give effect to the changes in  Percentage  Interests of Members
   for succeeding periods resulting from the withdrawal or expulsion.

               7.  Capital   Contributions;   Capital  Accounts.  (a)  Upon  the
execution of this Agreement,  the Members shall  respectively  contribute to the
Company  cash or other  property in the  amounts or having the net agreed  value
respectively set forth on Exhibit A (the "Initial Capital Contributions").

               (b)  Except  as  otherwise  provided  in  this  Agreement  or  by
   applicable  law,  no Member  shall be  required  to make  additional  capital
   contributions  without his  consent.  Except with the consent of the Managing
   Member  (defined  below),  no Member shall be entitled to make any additional
   capital contribution.


               (c) There shall be  established  and maintained for each Member a
   separate  capital account  ("Capital  Account").  There shall be added to the
   Capital  Account of each  Member  (i) the  amount of any  money,  and the net
   agreed value (the "Carrying Value") of any other property, contributed by the
   Member to the Company as capital and (ii)  income and gain  allocated  to the
   Member by the Company in  accordance  with Section 8 of this  Agreement,  and
   there shall be  subtracted  from such  Capital  Account (x) the amount of any
   money,  and the fair market value of any other  property,  distributed to the
   Member and (y) losses and expenses  allocated to the Member by the Company in
   accordance with Section 8 of this  Agreement.  If property other than cash is
   distributed  to  the  Members  (whether  in  liquidation  of the  Company  or
   otherwise),  for purposes of computing  Capital Accounts the property will be
   deemed to have been sold by the  Company  for its fair  market  value and the
   income,  gain,  loss or expense  from the deemed  sale will be  allocated  in
   accordance with Section 8.

               (d) All capital,  whenever  contributed,  shall be subject in all
   respects to the risks of the business and  subordinate in right of payment to
   the claims of present or future creditors of the Company and of any successor
   firm in accordance with this Agreement.

               (e) No  interest  shall be allowed to any Member by reason of the
   amount of his capital  contribution  or Capital Account except as provided in
   Section 20.

               8.  Allocations.  (a) Subject to Section  8(c) and  Section  8(d)
below, each item of income,  gain, loss or expense of the Company for any period
shall be allocated  to the  Members'  Capital  Accounts in  proportion  to their
respective Percentage Interests for such periods except that: (i) if at the time
of any  allocation  the  amount  of any loss or  expense  to be  allocated  to a
Member's  Capital  Account would cause the Member's  Capital  Account to be less
than zero, then the Member's  Capital Account shall be allocated that portion of
loss or expense that will cause the Member's  Capital Account to equal



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zero,and  the balance  shall be  reallocated  among the Capital  Accounts of all
other Members (to the extent that doing so would not cause such Capital Accounts
to be less than zero),  pro rata in  accordance  with the  balances of the other
Members'  Capital  Accounts  immediately  prior to the  reallocation  (any  such
reallocated   loss  or  expense  being  sometimes  called  an  "Additional  Loss
Allocation")  and (ii) at the time of any  allocation  of  income  or gain,  any
Member has an "Unreimbursed Additional Loss Allocation" (as defined below), then
the income or gain of the Company being allocated at the time shall be allocated
(A)  first  to the  Capital  Accounts  of  Members  who have  Unreimbursed  Loss
Allocations,  pro rata in accordance  with the respective  aggregate  amounts of
such Member's Unreimbursed  Additional Loss Allocations at the time, until there
shall  be  no  remaining  Unreimbursed   Additional  Loss  Allocations  and  (B)
thereafter,  except as otherwise  required by Section 8(c) and Section  8(d), in
accordance with Members'  Percentage  Interests.  "Unreimbursed  Additional Loss
Allocation"  of a Member at any time shall mean the excess,  at the time, of the
aggregate  amount of all Additional Loss  Allocations  allocated to the Member's
Capital  Account  up to that  time over the  aggregate  amount of income or gain
allocated to the Member's  Capital Account pursuant to the clause (ii)(A) of the
preceding sentence up to that time.

               (b) Income, gain, loss, and expenses shall be determined for this
   purpose in the same manner used in determining  the Company's  taxable income
   or loss for federal income tax purposes, except that (i) there shall be added
   any income exempt from federal income tax; (ii) there shall be subtracted any
   expenditures  that are neither  deductible nor chargeable to capital account;
   (iii) in the case of any  property  contributed  as capital,  Carrying  Value
   rather  than  adjusted  tax  basis  shall  be  used to  compute  gain or loss
   resulting from any disposition of the property and depreciation, amortization
   and other cost recovery  deductions  and similar items of income or deduction
   in respect of such property  shall be calculated as if the adjusted tax basis
   of  the  asset  were  its  Carrying  Value;  (iv)  unrealized  gain  or  loss
   attributable to any property  distributed to Members shall be deemed realized
   immediately  prior to the distribution and (v) appropriate  adjustments shall
   be made to  reflect  any  deemed  sale  or  purchase  of  assets  and  deemed
   realization  of items of  income,  gain,  loss or  expense  as a result  of a
   revaluation of assets upon the admission, withdrawal or expulsion of a Member
   as provided for herein.  Such  allocations  shall be made for each period (an
   "Allocation  Period")  commencing with the date of the filing of the Articles
   of  Organization  with the Department of State or the day after an Allocation
   Event and  ending on the date of the next  succeeding  Allocation  Event.  An
   "Allocation  Event"  shall  mean any one of the  following:  (i) the end of a
   calendar year, (ii) the admission, withdrawal or expulsion of a Member, (iii)
   the  termination  of the Company for federal  income tax  purposes,  (iv) the
   dissolution  of the Company and (v) any other  event  which the  Members,  in
   their  discretion,  designate as an  "Allocation  Event".  In case any person
   shall be  admitted  as a new  Member  to the  Company,  or any  Member  shall
   withdraw or be expelled  from the Company or shall die, the Company  shall be
   deemed to have sold its assets for their  respective  fair market values,  as
   determined in good faith by the Managing Member, and concurrently repurchased
   such assets, on the date of such event for the same consideration.

               (c) In  accordance  with Section  704(c) of the Internal  Revenue
   Code of 1986,  as amended  (such  Code,  as amended  from time to time or any
   successor  federal income tax  legislation,  being herein called the "Code"),
   income,  gain,  loss and expense with respect to any property  contributed to
   the  capital  of the  Company  shall,  solely for  income  tax  purposes,  be
   allocated  among


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   the  Members  so as to take account of any  variation  between  the  adjusted
   basis of such  property  of the Company for federal  income tax  purposes and
   the Carrying Value of such contributed property.


               (d) (i) Notwithstanding subsection 8(a), if a Member unexpectedly
   receives any adjustments,  allocations or  distributions  described in clause
   (ii) of this  Section  8(d),  items of  income  and gain  shall be  specially
   allocated to the  Member's  Capital  Account so as to eliminate  the Adjusted
   Capital Account Deficit (as hereinafter defined) as quickly as possible.

                      (ii) An "Adjusted  Capital  Account  Deficit" shall be the
   deficit balance in a Member's Capital Account as of the end of a fiscal year,
   decreased by:

                      (A)  allocations  of deduction and loss to the Member that
               are reasonably  expected to be made in subsequent years by reason
               of a gift of an equity  interest in the Company,  varying  equity
               interests in the Company  during a fiscal year, or a distribution
               of  unrealized  receivables  or inventory  items (as described in
               Section 1.704-1(a)(2)(ii)(d)(5) of the Treasury Regulations under
               the Code); and

                      (B)  distributions  to  the  Member  that  are  reasonably
               expected to be made in  subsequent  years in excess of offsetting
               increases to the  Member's  Capital  Account that are  reasonably
               expected to occur.

                      (iii) Any  allocation  of items of income or gain pursuant
   to  clause  (i) of this  Subsection  8(d)  shall be  taken  into  account  in
   computing  subsequent  allocations under this Section, so that the net effect
   of  the  allocations  under  this  Subsection  shall  be  the  same  as if no
   allocation had been made under this Subsection.

                      (iv) This  Subsection  (d) is  intended to comply with the
   provisions of Treasury regulation Section  1.704-1(b)(2)(ii)(d)  and shall be
   applied in a manner consistent with that intent.

               9.  Distributions.  (a) Except as  otherwise  provided in Section
9(b) and Section 20 below or as otherwise required by the Act,  distributions to
Members  shall be made at such time and in such form and amounts as the Managing
Member shall from time to time determine; provided, however, that all such other
distributions  shall be made pro rata in accordance with the respective Members'
Percentage Interests at the time of the distribution.


               (b) To the extent  the  Company  is  required  by law to make tax
   payments  on  behalf  of  a  Member,   such  payments  shall  be  treated  as
   distributions to the Member on whose behalf the payment is made.


               10. Management. (a) There shall at all times be one Member who is
designated  the  Managing  Member of the Company to serve  until a successor  is
elected  or  appointed  as  provided  herein.  AmBrew  International  is  hereby
appointed as the initial Managing Member. The property,  business and affairs of
the Company shall be managed by its Managing  Member.  Except where the Members'
approval is  expressly  required by this  Agreement  or by the Act, the Managing
Member shall



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have full authority,  power and discretion to make all decisions with respect to
the Company's  business and to perform such other services and activities as set
forth in this  Agreement.  The Managing Member shall be agent of the Company for
the purpose of its business and the act of the Managing  Member,  including  the
execution in the name of the Company of an instrument,  for apparently  carrying
on in the usual way the business of the Company  shall bind the Company,  unless
(i) the  Managing  Member has in fact no authority to act for the Company in the
particular  matter and (ii) the person with whom the Managing  Member is dealing
has  knowledge  that the  action  has not  been so  approved.  Unless  otherwise
expressly  authorized by this Agreement or the Members as set forth herein,  the
act of the Managing  Member that is not apparently for carrying on the Company's
business in the ordinary course shall not bind the Company.

               (b) Except as otherwise  expressly  provided in this Agreement or
   the Act, no Member,  solely by reason of being a Member, shall have the right
   to control or manage, or shall take any part in the control or management of,
   the property, business or affairs of the Company.

               (c) Members,  by a vote of the majority in interest of all of the
   Members,  may elect  additional  Managing  Members at any meeting of Members.
   Members may at any time,  at a meeting at which a quorum is present  remove a
   Managing Member with or without cause.

               (d) The Managing  Member need not be an  individual or a resident
   of the State of New York. A Managing Member shall automatically cease to be a
   Managing Member if such Managing  Member ceases to be a Member.  The Managing
   Member  may from  time to time  create or  designate  additional  classes  of
   managers or officers having such relative rights, powers, duties, preferences
   and  limitations  as the  Managing  Member  shall  determine,  subject to the
   limitations set forth in this Agreement.

               (e) Except as otherwise  provided in this Agreement,  any vacancy
   occurring  for any  reason in the  office  of the  Managing  Member,  whether
   resulting from the death,  resignation  or removal of the Managing  Member or
   otherwise, may be filled only by a vote of the majority in interest of all of
   the  Members;  provided,  however,  that no  Managing  Member  may be elected
   pursuant  to this  Section  unless,  in the  opinion  of  counsel  to  AmBrew
   International,  the election would not adversely  affect the Company's status
   as a partnership for United States federal income tax purposes.

               (f) No Member shall be elected or shall  continue as the Managing
   Member if such Member's Percentage Interest is not at least 1%.

               11.  Meetings  of and  Voting by  Members.  (a) A meeting  of the
Members may be called at any time by those  Members  holding an  aggregate of at
least 25% of the Percentage Interests then held by Members.  Meetings of Members
shall be held at the Company's principal place of business or at any other place
agreed to by the Managing Member.  Not less than 10 nor more than 60 days before
each meeting,  the person  calling the meeting shall give written  notice of the
meeting to each Member  entitled to vote at the meeting.  The notice shall state
the place, date, hour and purpose of the meeting.  Notwithstanding the foregoing
provisions,  each Member who is entitled  to notice  waives


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notice if before or after the  meeting  the Member  signs a waiver of the notice
which is filed  with the  records  of  Members'  meetings,  or is present at the
meeting in person or by proxy  without  objecting to the lack of notice.  Unless
this  Agreement  provides  otherwise,  at a meeting of Members,  the presence in
person or by proxy of Members holding not less than a majority of the Percentage
Interests then held by Members constitutes a quorum. A Member may vote either in
person  or by  written  proxy  signed  by the  Member  or by the  Member's  duly
authorized attorney in fact.

               (b)  Each  Member  shall  be  entitled  to  vote  on all  matters
   presented to the Members.

               (c)  Except  as  otherwise   provided  in  this  Agreement,   the
   affirmative  vote of Members  holding at least a majority  of the  Percentage
   Interests  then held by all the  Members,  at a meeting  at which a quorum is
   present,  shall be required to approve any matter  coming before the Members,
   including, without limitation, each of the following:

                        (i)  approval of the sale,  exchange,  lease,  mortgage,
        pledge or other transfer of all, or substantially  all, of the assets or
        business of the Company;

                       (ii) approval of a merger or consolidation of the Company
        with  or  into  another  limited  liability  company,   foreign  limited
        liability company or other entity;

                      (iii)  assignment  for the  benefit  of  creditors  of the
        Company,  filing of a voluntary  bankruptcy  petition,  or consent to an
        involuntary  petition,  under Title 11 of the United  States  Bankruptcy
        Code or under the laws of the Republic of Ireland; and

                      (iv)   amendment of the Articles of Organization.

               (d) In lieu  of  holding  a  meeting,  the  Members  may  vote or
   otherwise take action by a written  instrument  indicating the consent of the
   Members holding such Percentage Interests as would be required for Members to
   take action under this  Agreement.  If such consent is not unanimous,  prompt
   notice shall be given to those  Members who have not consented in writing but
   who would have been  entitled to vote thereon had such action been taken at a
   meeting.

               (e) Members may participate in a meeting by conference  telephone
   or  similar  communications   equipment,   by  means  of  which  all  persons
   participating  in the  meeting can hear each  other,  and such  participation
   shall constitute presence in person at such meeting.

               (f) The  affirmative  vote of  disinterested  Members  holding  a
   majority of the Percentage Interests held by all disinterested  Members shall
   be required for loaning funds to, or guaranteeing any obligation or liability
   of, or entering into any other agreement, transaction or arrangement with any
   Member, Managing Member or any affiliate of any thereof by the Company.

               12. Creation of Different Classes of Membership  Interests.  With
the  consent  of  Members  holding  not less than a  majority  of the  aggregate
Percentage  Interests of all Members, the Company may issue membership interests
(including warrants,  options, rights or convertible


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instruments), from time to time in one or more classes, or one or more series of
such classes,  which classes or series shall have,  subject to the provisions of
applicable  law, such  designations,  preferences  and relative,  participating,
optional or other special  rights as shall be fixed by such Members,  including,
without limitation,  with respect to (a) the allocation of income, gain, loss or
expense to each such class or series; (b) the right of each such class or series
to share in  distributions;  (c) the  rights of each such  class or series  upon
dissolution and liquidation of the Company; and (d) the right of each such class
or series to vote on, or take action with respect to, Company matters, including
matters  relating to the relative  rights,  preferences  and  privileges of such
class or series, to the extent permitted by applicable law, if any such class or
series is granted such voting rights.

               13.  Assignments.  (a) A Member may not sell, assign or otherwise
transfer in whole or in part such  Member's  membership  interest in the Company
without  the  written  consent of the  Managing  Member,  which  consent  may be
withheld in its sole discretion.  Any sale, assignment or other transfer that is
not in  compliance  with  this  Section  shall be null  and  void.  All  buyers,
assignees and other  transferees are subject to the requirements of admission as
an additional Member pursuant to Section 15.

               (b) The restrictions set forth in this Section shall not apply to
   the transfer of a membership  interest from a deceased Member to his personal
   representative or estate.

               14.  Withdrawal and  Expulsion.  (a) Any Member may withdraw from
the Company by giving  written  notice to the Members of his  election to do so,
and such  withdrawal  shall be effective at the expiration of 3 months after the
giving of such notice or at such  earlier date as shall be fixed by the Managing
Member. Promptly upon receipt of such notice, the Managing Member shall give the
other Members written notice of such election to withdraw. Until such withdrawal
becomes  effective,  such Member shall in all  respects  continue to be a Member
hereunder.

               (b) With  the  consent  of  Members  holding  a  majority  of the
   Percentage  Interests,  the Managing Member shall have the right to expel and
   cause the  withdrawal  of any Member  from the  Company for Cause (as defined
   herein) at any time by  delivering  to such Member a written  notice  setting
   forth the effective  date of his expulsion and stating that such expulsion is
   for Cause  pursuant to this  Section  14(b),  and on the date so fixed,  such
   Member shall automatically withdraw and cease to be a Member. For purposes of
   this Section 14(b), Cause shall mean:

               (i) any  conduct  by a  Member  in the  course  of the  Company's
        business other than in good faith; or

                      (ii) any  breach  by a Member of any  material  obligation
        under this  Agreement  not cured  within 10 days after notice in writing
        from the Managing Member.

               15. Admission of Additional  Members by the Company.  One or more
additional  Members of the Company may be admitted to the Company at any time or
from time to time with the  affirmative  vote of Members  holding a majority  in
Percentage  Interests of all Members and upon such



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terms and  conditions  as such  Members  may  approve.  Each new Member  will be
required to execute an agreement  pursuant to which such Member becomes bound by
the terms of this Agreement.

               16. Events of  Dissolution.  The Company shall be dissolved  upon
the happening of any of the foll wing events:

               (a)    the  affirmative   vote  of  Members  holding  a  majority
   of  the  Percentage  Interests held by all Members;

               (b) the death, incapacity, bankruptcy, dissolution, expulsion or
   withdrawal of a Member unless the remaining Members,  by the affirmative vote
   of  Members  holding  a  majority  of the  Percentage  Interests  held by the
   remaining Members, within 90 days thereafter,  elect to continue the business
   of the Company pursuant to the terms of this Agreement; or

               (c)   the entry of a decree of judicial dissolution under Section
   702 of the Act.

               17.  Liability  of  Members.  The  Members  shall  not  have  any
liability  (personal or otherwise)  for the  obligations  or  liabilities of the
Company except to the extent provided in the Act.

               18. Exculpation of Managing Member. The Managing Member shall not
have liability (personal or otherwise) to the Company or its Members for damages
for any breach of duty in such  capacity,  provided that nothing in this Section
shall  eliminate or limit the liability of the Managing  Member if a judgment or
other final  adjudication  adverse to him establishes that his acts or omissions
were in bad faith or involved  intentional  misconduct or a knowing violation of
law or that he personally  gained in fact a financial  profit or other advantage
to which the Managing Member was not legally  entitled or that with respect to a
distribution  to Members the acts of the Managing  Member were not  performed in
accordance with the Act.

               19. Indemnification.  To the fullest extent permitted by law, the
Company shall indemnify and hold harmless the Managing Member and Members of the
Company  and  their  respective  directors,  trustees,  shareholders,  officers,
employees and agents (collectively, the "Indemnitees"), from and against any and
all costs, liabilities,  claims, expenses, including reasonable attorneys' fees,
and damages (collectively,  "Losses") paid or incurred by any such Indemnitee in
connection  with the conduct of the Company's  business in accordance  with this
Agreement  and  the  Act,  except  that  no  Indemnitee  shall  be  entitled  to
indemnification  in respect of any Loss incurred by such Indemnitee by reason of
such Indemnitee's willful misconduct.  Any indemnity under this Section shall be
provided  out of and to the extent of Company  assets  only and no Member  shall
have any personal  liability  on account  thereof.  All rights of an  Indemnitee
under  this  Section  shall  survive  the  dissolution  of the  Company  and the
withdrawal of the Indemnitee  from  membership in the Company and shall inure to
the benefit of its heirs, personal representatives, successors and assigns.



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               20. Liquidation; Payments to Deceased, Incapacitated,  Dissolved,
Withdrawing and Expelled Members if Business is Continued.  (a) Upon dissolution
of the Company,  unless the remaining  Members elect to continue the business of
the Company as provided  above,  the Managing  Member (or if the Managing Member
refuses,  such other person  selected by the Members) shall be the liquidator of
the Company (collectively, the "Liquidator"). The Liquidator shall liquidate the
assets of the Company and apply and distribute the proceeds of such  liquidation
in the  following  order of  priority,  unless  otherwise  required by mandatory
provisions of applicable law:

                      (i)    to creditors of the Company (including Members);

                      (ii) to the Members, to the extent of and in proportion to
        the balances in their respective  Capital Accounts,  after adjustment to
        reflect  any  income,  gain,  loss or expense  for the  fiscal  year (as
        defined in Section 24 herein) in which such liquidation occurs; and

                      (iii) the balance, if any, to the  Members  in  proportion
        to their  then  Percentage Interests.

   provided,  however, that the Liquidator may place in escrow a reserve of cash
   or other  assets  of the  Company  for  contingent  liabilities  in an amount
   determined by the Liquidator to be appropriate for such purposes.

               (b)    In case a  Member  (the  "Affected  Member")  withdraws or
   is  expelled,  the following shall be applicable:

                      (i) The  Percentage  Interest of any such Affected  Member
        shall cease on the date immediately following the effective date of such
        withdrawal or expulsion (such date is the "termination date").

                      (ii) The Company shall  deliver to the Affected  Member or
        his personal  representative any property owned by the Member that is in
        the  possession  of the  Company  and  shall  pay to the  Member  or his
        personal representative the balance of any amount owed by the Company to
        the Member  (other  than any amount  owed with  respect to the  Member's
        Capital  Account)  less any  amounts  due the  Company  by such  Member,
        including amounts payable pursuant to Section 20(b)(iv).

                      (iii) The Company shall pay to the Affected  Member or his
        personal  representative an amount equal to the positive balance in such
        Member's  Capital  Account  as of  the  date  of  the  termination  date
        determined  after  making all  appropriate  adjustments  to reflect  any
        events  occurring at or prior to the date of the  termination  date.  In
        determining items of income,  gain, loss, and expense for the Allocation
        Period ending on the date of the  termination  date, it shall be assumed
        that all property owned by the Company was sold on the termination  date
        for its fair market value as determined by the Managing Member.


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                      (iv)  Payments  to an  Affected  Member  or  his  personal
        representative  of amounts due under this Section  shall be made in cash
        or,  in  case  payment  in cash is not  reasonably  practicable  (in the
        judgment of the  Managing  Member),  in other  property  having,  in the
        reasonable  opinion of the Managing Member, a fair market value equal to
        the amount due, (aa) in the case of a Member who  withdraws  voluntarily
        in three equal annual installments,  the first of which shall be payable
        on the first annual  anniversary of the first January 1, April 1, July 1
        or October 1 next following the date of withdrawal;  (bb) in the case of
        any Member  expelled for Cause, in five equal annual  installments,  the
        first of which shall be payable on the first annual  anniversary  of the
        first January 1, April 1, July 1 or October 1 next following the date of
        expulsion;  and (cc) in any  other  case on the  last day of the  twelve
        month period commencing on the first calendar quarter next following the
        date of  dissolution;  provided,  however,  that the Managing Member may
        elect to pay any unpaid amount due the Member at any earlier time in its
        discretion.

                      (v) Any net amount  due to the  Company  from an  Affected
        Member or due from the  Company to an  Affected  Member or his  personal
        representative  shall bear interest from the date of  dissolution  until
        paid at a rate  per  annum  equal  to the rate  announced  by The  Chase
        Manhattan  Bank (and its  successors) in New York City from time to time
        as its prime rate, changing as and when said prime rate shall change.


               21.  Right to Compel  Cash  Sale.  (a) If any  Member or group of
Members holding at least 51% of the Percentage  Interests (which Member or group
is referred to herein as the "51% Group") proposes to sell,  assign or otherwise
transfer  ("Transfer") for cash all Percentage  Interests owned by the 51% Group
to a purchaser (the "Purchaser") in an arms-length  transaction,  it may, at its
option, require the remaining Members to Transfer all, but not less than all, of
the  Percentage  Interests  owned by them to the Purchaser on the same terms and
conditions  upon which the 51% Group is selling  its  Percentage  Interests.  If
AmBrew  International holds more than 50% of the Company's  Percentage Interests
and the  Purchaser  offers to purchase  for cash  consideration  other assets of
AmBrew  International in addition to the Percentage  Interests of the 51% Group,
then the  Company  shall  retain  an  independent  investment  bank to value the
Designated  Interests (defined below) and the 51% Group, if it has exercised its
option  under  this  Section  21,  shall be  obligated  to pay such value to the
Members other than those that are part of the 51% Group.


                         (b)(i) The  Percentage  Interests to be  Transferred by
each of the Members other than those that are part of the 51% Group are referred
to in this Section 21 as the  "Designated  Interests".  The 51% Group shall give
notice of the  exercise of their  rights  pursuant to this Section 21 to each of
the remaining  Members  setting forth the cash  consideration  to be paid by the
Purchaser and the other terms and conditions of such Transfer. Within 15 days of
such notice by the 51% Group,  each of the remaining  Members shall deliver to a
representative of the 51% group designated in the notice such instruments as may
be required to Transfer the Designated Interests held by such Member.

                      (ii) If,  within 120 days  after the 51% Group  gives such
        notice,  the Transfer of all the Percentage  Interests of the members in
        accordance herewith is not completed, the 51%



                                      -10-
<PAGE>

<PAGE>



        Group shall return to each remaining  Member all instruments  previously
        delivered to such  representative,  and all the  restrictions on sale or
        other disposition contained in this Agreement with respect to membership
        interests owned by Members shall again be in effect.

                      (iii) Simultaneously with the consummation of the Transfer
        of membership  interests of the 51% Group and of the  remaining  Members
        pursuant to this Section 21, the 51% Group shall cause the  Purchaser to
        remit  directly  to each  remaining  Member the total sales price of the
        Designated  Interests of such Member  Transferred  pursuant hereto,  and
        shall  furnish  such  other  evidence  of the  completion  and  time  of
        completion  of such sale or other  disposition  and the terms thereof as
        may be reasonably  requested by such  Members.  The 51% Group may deduct
        from the sales  price  payable to each  other  Member  pursuant  to this
        Section 21 such Member's pro rata portion of the out-of-pocket  fees and
        expenses  payable  in  respect  of  the  completion  of  such  Transfer,
        including, without limitation, reasonable brokers', legal and accounting
        fees and expenses.

               22. Buy-Sell Between Partners. (a) Either AmBrew International on
the one hand or the other  Members  acting  collectively  on the other  hand (in
either case,  the  "Buy-Sell  Offeror")  may, by written  notice (the  "Buy-Sell
Selling Notice") to the other(s) (the "Buy-Sell Receiver"), offer to either:

                      (i) buy from the Buy-Sell  Receiver all, but not less than
        all, of the  Buy-Sell  Receiver's  Percentage  Interests  in the Company
        (whether  of  the  Buy-Sell  Offeror  or  the  Buy-Sell  Receiver,  such
        interests referred to as the "Buy-Sell Interests"); or

                      (ii) sell to the Buy-Sell  Receiver all, but not less than
        all, of the Buy-Sell Offeror's Buy-Sell Interests.

               As used in this Section 22, the term "Selling  Member" shall mean
   the  Member(s)  that sells its Buy-Sell  Interests  and the term  "Purchasing
   Member" shall mean the Member(s) that purchases the Buy-Sell Interests of the
   Selling  Member.  The  Buy-Sell  Selling  Notice  shall  state  the  Buy-Sell
   Offeror's desire to purchase the Buy-Sell  Receiver's  Buy-Sell  Interests or
   sell the Buy-Sell  Offeror's  Buy-Sell Interests in accordance with the terms
   set out therein  (collectively,  the "Buy-Sell Transfer Terms"),  which terms
   shall (x) include,  without  limitation,  the purchase or sales price for the
   Buy-Sell  Interests of the Buy-Sell Receiver or the Buy-Sell Offeror,  as the
   case may be, and (y) be subject to the  provisions  of this  Section  22. The
   Buy-Sell  Selling  Notice shall be a firm,  legally  binding and  irrevocable
   offer for 90 days from the date of its delivery to the Buy-Sell Receiver.

               (b) The Buy-Sell  Receiver  shall,  within 90 days after the date
   upon which the Buy-Sell  Selling Notice shall have been given by the Buy-Sell
   Offeror,  give a notice  ("Buy-Sell  Notice  of  Election")  to the  Buy-Sell
   Offeror  as to  whether  it desires  (i) to sell its  Buy-Sell  Interests  in
   accordance with the Buy-Sell  Transfer Terms or (ii) to purchase the Buy-Sell
   Interests of the Buy-Sell  Offeror in accordance  with the Buy-Sell  Transfer
   Terms.  In the  event  that the  Buy-Sell  Receiver  elects to  purchase  the
   Buy-Sell  Interests of the Buy-Sell  Offeror on the Buy-Sell  Transfer Terms,
   then the Buy-Sell  Receiver shall deliver to counsel for the Buy-Sell Offeror
   in escrow, by wire transfer of immediately available funds in accordance with
   such escrow agent's instructions or by



                                      -11-
<PAGE>

<PAGE>



   certified check or bank cashier's check, an amount equal to 5% of the portion
   of the Buy-Sell purchase price, which amount will be released from escrow and
   paid at closing to the Selling Member (the "Buy-Sell Deposit").

               (c) In the event that,  within the 90-day  period  referred to in
   the last sentence to Section 22(a),  either: (i) the Buy-Sell Receiver elects
   to sell its Buy-Sell  Interests  in  accordance  with the  Buy-Sell  Transfer
   Terms,  or (ii) the  Buy-Sell  Receiver  shall not have  delivered a Buy-Sell
   Notice of Election  within such 90-day  period to the  Buy-Sell  Offeror,  or
   (iii) the  Buy-Sell  Receiver  shall  have  delivered  a  Buy-Sell  Notice of
   Election declining to purchase the Buy-Sell Interests of the Buy-Sell Offeror
   in  accordance  with the  Buy-Sell  Transfer  Terms,  then,  (x) the Buy-Sell
   Receiver  shall be deemed to have  irrevocably  elected to sell its  Buy-Sell
   Interests in accordance with the Buy-Sell Transfer Terms and (y) the Buy-Sell
   Offeror shall be obligated to purchase,  and the Buy-Sell  Receiver  shall be
   obligated to sell, the Buy-Sell  Receiver's  Buy-Sell Interests in accordance
   with the Buy-Sell  Transfer  Terms  (provided  that if the  Buy-Sell  Selling
   Notice  states  the  desire  of the  Buy-Sell  Offeror  to sell its  Buy-Sell
   Interests,  the  purchase  price of the  Buy-Sell  Interests  of the Buy-Sell
   Receiver shall be the same price per  Percentage  Interest as the sales price
   of the Buy-Sell  Interests of the Buy-Sell Offeror  contained in the Buy-Sell
   Transfer  Terms);  in either  case,  the Buy-Sell  Offeror  shall then be the
   Purchasing Member and the Buy-Sell Receiver shall be the Selling Member. Once
   the Buy-Sell  Receiver has by its action  obligated  the Buy-Sell  Offeror to
   purchase  the  Buy-Sell  Interests  of the  Buy-Sell  Receiver,  the Buy-Sell
   Offeror shall deliver to counsel for the Selling Member,  in escrow,  by wire
   transfer  of  immediately  available  funds in  accordance  with such  escrow
   agent's instructions or by certified check or bank cashier's check, an amount
   equal to the Buy-Sell Deposit.

               (d) The closing date for purchasing the Selling Member's Buy-Sell
   Interests (the "Buy-Sell Closing Date") shall be set by the Purchasing Member
   in a notice to the Selling Member; provided, however, that the date so chosen
   as the  Buy-Sell  Closing  Date  must not be later  than 9 months  after  the
   delivery of the Buy-Selling Notice (the "Buy-Sell Closing Period"); provided,
   further,  that the Buy-Sell  Closing Period may be extended for an additional
   45 day  period  if,  prior to the end of the  Buy-Sell  Closing  Period,  the
   Purchasing Member delivers to the Selling Member a binding  commitment (which
   is  unconditional  except for commercially  reasonable and customary  closing
   conditions) from an institutional lender that is reasonably acceptable to the
   Selling Member pursuant to which such institutional  lender agrees to finance
   all or a portion  of the  Buy-Sell  Purchase  Price on or prior to the end of
   such 45 day extended period.

               (e) On the  Buy-Sell  Closing  Date the  Purchasing  Member shall
   deliver by wire transfer or by a certified check or bank cashiers check drawn
   upon a New  York  bank  which  is a member  of the New  York  Clearing  House
   Association  in a sum equal to the  balance of that  portion of the  Buy-Sell
   Purchase Price which is to be paid for the Buy-Sell  Interests of the Selling
   Member and shall  otherwise  comply with  Buy-Sell  Transfer  Terms,  and all
   amounts  paid into escrow by the  Purchasing  Member  shall be released  from
   escrow and paid to the Selling Member.



                                      -12-
<PAGE>

<PAGE>



               (f) The Buy-Sell Transfer Terms shall (i) require payment in cash
   for the Buy-Sell  Interests  and (ii) require that the Buy-Sell  Interests be
   sold by the  Selling  Member  free and clear of any  liens  and  encumbrances
   against same.

               (g) On the Buy-Sell  Closing  Date,  each Member  shall  execute,
   acknowledge and deliver to each other Member such instruments,  and take such
   other  actions,  as such other  Member shall  reasonably  request in order to
   effectuate the purchase and sale of the Selling Member's  Buy-Sell  Interests
   in accordance  with the Buy-Sell  Transfer  Terms and otherwise in accordance
   with the provisions of this Section 22;  provided,  however,  that no Selling
   Member shall be required to make any representations to any Purchasing Member
   other than the  representation  that the Selling Member is  transferring  its
   Buy-Sell  Interests free and clear of any liens,  claims and  encumbrances of
   any kind.

               (h) If a Member(s)  fails for any reason to purchase or sell upon
   the Buy-Sell Transfer Terms and otherwise in accordance with this Section 22,
   then such Member(s) shall be deemed a defaulting  Member(s) hereunder and the
   non-defaulting Member(s) shall have the following options, in each case to be
   exercised or commenced within 90 days of the date of such default:

                       (i) to retain the  Buy-Sell  Deposit  (if the  defaulting
     Member(s)  was to be the  Purchasing  Member)  as  liquidated  damages  and
     continue  the  Company,  it being  agreed that the damages  arising  from a
     breach by a Member of its obligations  under this Section 22 are impossible
     to ascertain  with  certainty  and the Buy-Sell  Deposit  represents a good
     faith estimate of the damages  likely to be incurred by the  non-defaulting
     Member(s); or

                       (ii) to retain the  Buy-Sell  Deposit (if the  defaulting
     Member(s) was to be the Purchasing Member) and then elect, by notice to the
     defaulting  Member(s),  on  the  date  set  forth  in  such  notice  by the
     non-defaulting Member(s),  within 3 months after the Buy-Sell Closing Date,
     to purchase  the  Buy-Sell  Interests  of the  defaulting  Member(s)  for a
     purchase  price equal to (x) the Buy-Sell  purchase  price for the Buy-Sell
     Interests  of the  defaulting  Member(s)  multiplied  by 90%  minus (y) the
     Buy-Sell Deposit retained by the non-defaulting Member(s), such election to
     be  made  in  the  sole  and  absolute  discretion  of  the  non-defaulting
     Member(s); or

                       (iii) to elect (if the defaulting Member(s) was to be the
     Selling  Member),  by notice to the defaulting  Member(s),  on the date set
     forth in such notice,  within 3 months after the Buy-Sell  Closing Date, to
     purchase the Buy-Sell Interests of the defaulting Member(s) at the Buy-Sell
     Purchase  Price for the  Buy-Sell  Interests  of the  defaulting  Member(s)
     multiplied  by 90%, in which case upon payment of such  purchase  price the
     defaulting Member shall cease to have any rights to its Buy-Sell Interests,
     except for the right to surrender  such Buy-Sell  Interests in exchange for
     payment of such purchase price.

               23. Time of the  Essence.  Time is of the essence with respect to
each of the dates and time periods set forth in Sections 21 and 22.

               24. Tax Matters.  The Company's  fiscal and taxable year will end
each October 31. The  Managing  Member  shall be the only Member  authorized  to
prepare, execute and file tax returns and



                                      -13-
<PAGE>

<PAGE>


tax  reports  on  behalf of the  Company and to represent the Company before any
taxing  authority.  The  Members shall, on each such Member's tax return,  treat
each  item of income, gain, loss or expense derived from the Company in a manner
consistent  with  the  treatment of  such  item on the Company's tax returns and
reports.

               25. Other Investments.  Nothing in this Agreement shall be deemed
to limit or proscribe the ability of the Members or their respective  affiliates
to invest in other entities or operate other businesses, including breweries, in
Ireland or elsewhere.

               26.  Applicable  Law.  This  Agreement  shall be governed by, and
construed in accordance  with,  the law of the State of New York (other than the
conflicts of law rules), all rights and remedies being governed by said laws.

               27. CONSENT TO  JURISDICTION.  EACH OF THE MEMBERS HEREBY SUBMITS
TO THE  NON-EXCLUSIVE  JURISDICTION  OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN  DISTRICT  OF NEW YORK AND OF ANY NEW YORK STATE  COURT  SITTING IN NEW
YORK CITY FOR THE PURPOSE OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
THE COMPANY OR THIS AGREEMENT.  EACH OF THE MEMBERS  IRREVOCABLY  WAIVES, TO THE
FULLEST  EXTENT  PERMITTED BY LAW, ANY  OBJECTION  WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH  PROCEEDING  BROUGHT IN SUCH A COURT AND
ANY CLAIM THAT ANY SUCH  PROCEEDING  BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN
AN  INCONVENIENT  FORUM.  EACH MEMBER  CONSENTS TO THE SERVICE OF PROCESS IN ANY
SUCH PROCEEDING BY THE DELIVERY (BY OVERNIGHT  COURIER) TO IT AT ITS ADDRESS SET
FORTH IN  EXHIBIT A HERETO,  OR SUCH  OTHER  ADDRESS  AS THE  MEMBER  SHALL HAVE
NOTIFIED  THE  COMPANY IN  WRITING.  EACH  MEMBER  FURTHER  AGREES  THAT A FINAL
JUDGMENT  IN ANY SUCH  PROCEEDING  SHALL BE  CONCLUSIVE  AND  BINDING AND MAY BE
ENFORCED IN OTHER  JURISDICTIONS  BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.

               28.  Amendments.   (a)  Except  as  otherwise  provided  by  this
Agreement or the Act, this Agreement may be amended by the  affirmative  vote of
Members holding 66 2/3% of the Percentage Interests.

               (b)  Notwithstanding  anything to the contrary  contained in this
   Section 28, the Managing  Member may modify the  provisions of this Agreement
   without the consent of the Members if, upon advice of counsel to the Company,
   the modification is necessary to cause the Company to be or to continue to be
   classified as a partnership for United States federal income tax purposes.


                                      -14-
<PAGE>

<PAGE>



               (c)  Notwithstanding  anything to the contrary  contained in this
   Section 28, any amendment to this Agreement that would  adversely  affect the
   liabilities  of a Member  solely by  virtue of being a member of the  Company
   shall require the consent of each Member affected.

               29.  Counterparts.  This  Agreement  may be  executed  in several
counterparts  and all  counterparts  so  executed  shall  together  be deemed to
constitute one complete agreement,  and each such counterpart shall be deemed to
be an original, binding the party or parties subscribed thereto.

               30.  Power  of  Attorney.  Each  Member  hereby  constitutes  and
appoints  the  Managing  Member or if a  Liquidator  shall  have  been  selected
pursuant to Section 20, the  Liquidator of the Company as such Member's true and
lawful agent and  attorney-in-fact  ("Agent"),  with full power of substitution,
with full power and authority in such Member's name, place and stead to execute,
acknowledge, deliver and file all such documents which the Agent deems necessary
or appropriate (i) to continue the existence or  qualification of the Company as
a limited liability company under the laws of any state or jurisdiction, (ii) to
reflect  amendments  to this  Agreement  or the  Articles of  Organization  made
pursuant  hereto or (iii) to  reflect  the  dissolution  or  liquidation  of the
Company pursuant to the terms hereof.  The foregoing power of attorney is hereby
declared  irrevocable and a power coupled with an interest and shall survive the
death or incapacity  of any Member and shall extend to such Member's  successors
and assigns, heirs or representatives.

               31.  Headings.  The headings of the  paragraphs of this Agreement
are inserted for convenience only and shall not constitute a part hereof.



                                      -15-
<PAGE>

<PAGE>






               IN WITNESS  WHEREOF,  the parties have executed this Agreement as
of the date set forth above.

                                       AMERICAN CRAFT BREWING
                                       INTERNATIONAL LIMITED

                                       By_______________________________________
                                         Name:  James L. Ake
                                         Title: Executive Vice President, Chief
                                         Operating Officer and Secretary

                                         _______________________________________
                                                    AIDAN McGUINESS



                                      -16-
<PAGE>

<PAGE>




                                    Exhibit A
                                       to

                               Operating Agreement
                                       of

                                 CELTIC BREW LLC


<TABLE>
<CAPTION>


                                                                                         Initial Capital
     Name of Member              Address                   Percentage Interest             Contribution
     --------------              -------                   -------------------             ------------
<S>                       <C>                            <C>                            <C>

1.   American Craft           One Galleria Boulevard               60%                       US$600,000
     Brewing International    Metairie, Louisiana 70001
     Limited


2.   Aidan McGuinness         Shannon and Western Brewery          40%                       US$400,000
                              Limited
                              Enfield Industrial Estate
                              Enfield, County Meath
                              IRELAND

</TABLE>

<PAGE>