<PAGE>

                                                                     EXHIBIT 3.2










                           AMENDED AND RESTATED BYLAWS

                                       OF

                               HART BREWING, INC.















Originally adopted on January 28, 1986
Amended and restated on November 24, 1995
Amendments are listed on page i


<PAGE>
                                   AMENDMENTS
                                   ----------

                                             Date of

Article/Section          Effect of Amendment          Amendment
---------------          -------------------          ---------



















                                        i


<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<S>              <C>

ARTICLE I         OFFICES.................................................................   1

ARTICLE II        NUMBER OF DIRECTORS.....................................................   1

ARTICLE III       SHAREHOLDERS............................................................   1
     Section 3.1        Annual Meeting....................................................   1
     Section 3.2        Special Meetings..................................................   1
     Section 3.3        Place of Meetings.................................................   2
     Section 3.4        Fixing of Record Date.............................................   2
     Section 3.5        Voting Lists......................................................   2
     Section 3.6        Notice of Meetings................................................   2
     Section 3.7        Waiver of Notice..................................................   3
     Section 3.8        Manner of Acting; Proxies.........................................   3
     Section 3.9        Participation by Conference Telephone.............................   3
     Section 3.10       Quorum............................................................   3
     Section 3.11       Voting of Shares..................................................   4
     Section 3.12       Voting of Shares by Certain Holders...............................   4
     Section 3.13       Action by Shareholders Without a Meeting..........................   5

ARTICLE IV        BOARD OF DIRECTORS......................................................   5
     Section 4.1        General Powers....................................................   5
     Section 4.2        Number, Tenure and Qualification..................................   5
     Section 4.3        Annual and Other Regular Meetings.................................   5
     Section 4.4        Special Meetings..................................................   5
     Section 4.5        Quorum............................................................   6
     Section 4.6        Manner of Acting..................................................   6
     Section 4.7        Participation by Conference Telephone.............................   6
     Section 4.8        Presumption of Assent.............................................   6
     Section 4.9        Action by Board Without a Meeting.................................   7
     Section 4.10       Board Committees..................................................   7
     Section 4.11       Resignation.......................................................   7
     Section 4.12       Removal...........................................................   7
     Section 4.13       Vacancies.........................................................   7
     Section 4.14       Compensation......................................................   7

ARTICLE V         OFFICERS................................................................   8
     Section 5.1        Number............................................................   8
     Section 5.2        Appointment and Term of Office....................................   8
     Section 5.3        Resignation.......................................................   8
     Section 5.4        Removal...........................................................   8
     Section 5.5        Chairman of the Board.............................................   8

</TABLE>





                                       ii
<PAGE>

<TABLE>
<S>               <C>

     Section 5.6        Chief Executive Officer...........................................   8
     Section 5.7        President.........................................................   9
     Section 5.8        Vice Presidents...................................................   9
     Section 5.9        Secretary.........................................................   9
     Section 5.10       Treasurer.........................................................  10
     Section 5.11       Assistant Officers................................................  10
     Section 5.12       Compensation of Officers and Employees............................  10

ARTICLE VI        CONTRACTS, LOANS, CHECKS, DEPOSITS......................................  10
     Section 6.1        Contracts.........................................................  10
     Section 6.2        Loans.............................................................  10
     Section 6.3        Checks, Drafts, Etc. .............................................  10
     Section 6.4        Deposits..........................................................  11
     Section 6.5        Contracts with or Loans to Directors and Officers.................  11

ARTICLE VII       SHARES..................................................................  11
     Section 7.1        Certificates for Shares...........................................  11
     Section 7.2        Issuance of Shares................................................  11
     Section 7.3        Beneficial Ownership..............................................  11
     Section 7.4        Transfer of Shares................................................  12
     Section 7.5        Lost or Destroyed Certificates....................................  12
     Section 7.6        Stock Transfer Records............................................  12

ARTICLE VIII      SEAL....................................................................  12

ARTICLE IX        INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
                  AND AGENTS..............................................................  12
     Section 9.1        Power to Indemnify................................................  12
     Section 9.2        Indemnification of Directors, Officers, Employees and Agents......  14
     Section 9.3        Insurance.........................................................  15
     Section 9.4        Survival of Benefits..............................................  15
     Section 9.5        Severability......................................................  15
     Section 9.6        Applicable Law....................................................  15

ARTICLE X         BOOKS AND RECORDS.......................................................  15

ARTICLE XI        FISCAL YEAR.............................................................  15

ARTICLE XII       VOTING OF SHARES OF ANOTHER CORPORATION.................................  15

ARTICLE XIII      AMENDMENTS TO BYLAWS....................................................  16

</TABLE>



                                      iii



<PAGE>


                                     BYLAWS

                                       OF

                               HART BREWING, INC.




                                    ARTICLE I
                                     OFFICES

     The principal office and place of business of the corporation in the state
of Washington shall be located at 91 South Royal Brougham Way, Seattle,
Washington 98134.

     The corporation may have such other offices within or without the state of
Washington as the board of directors may designate or the business of the
corporation may require from time to time.

                                   ARTICLE II
                               NUMBER OF DIRECTORS

     The board of directors of this corporation shall consist of not less than
three (3) and not more than nine (9) directors.

                                   ARTICLE III
                                  SHAREHOLDERS

     SECTION 3.1   ANNUAL MEETING. The annual meeting of the shareholders shall
be held on the fourth Tuesday in the month of April in each year, beginning with
the year 1995, at 10:00 a.m., or at such other date or time as may be determined
by the board of directors, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the state of
Washington, the meeting shall be held on the next succeeding business day. If
the election of directors is not held on the day designated herein for any
annual meeting of the shareholders or at any adjournment thereof, the board of
directors shall cause the election to be held at a meeting of the shareholders
as soon thereafter as may be convenient.

     SECTION 3.2   SPECIAL MEETINGS. When this corporation is a "public company"
as defined in the Washington Business Corporation Act, special meetings of
shareholders of this corporation may only be called by those persons specified
in the Articles of Incorporation. If this corporation is not a "public company"
as defined in the Washington Business Corporation Act, special meetings of
shareholders may be called by the president, a majority of the board


                                       1



<PAGE>
of directors or the written request of any shareholder owning at least twenty
percent (20%) of the votes entitled to be cast on each issue to be considered at
the special meeting.

     SECTION 3.3   PLACE OF MEETINGS. Meetings of the shareholders shall be held
at either the principal office of the corporation or at such other place within
or without the state of Washington as the board of directors or the president
may designate.

     SECTION 3.4   FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors may fix in advance a date as the record
date for any such determination of shareholders, which date in any case shall
not be more than seventy (70) days prior to the date on which the particular
action requiring such determination of shareholders is to be taken. If no record
date is fixed for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend or distribution, the day before the first notice of a meeting is
dispatched to shareholders or the date on which the resolution of the board of
directors authorizing such dividend or distribution is adopted, as the case may
be, shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to notice of or to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the board of directors fixes a new
record date, which it must do if the meeting is adjourned to a date more than
one hundred twenty (120) days after the date fixed for the original meeting.

     SECTION 3.5   VOTING LISTS. At least ten (10) days before each meeting of
the shareholders, the officer or agent having charge of the stock transfer books
for shares of the corporation shall prepare an alphabetical list of all its
shareholders on the record date who are entitled to vote at the meeting or any
adjournment thereof, arranged by voting group, and within each voting group by
class or series of shares, with the address of and the number of shares held by
each, which record for a period of ten (10) days prior to the meeting shall be
kept on file at the principal office of the corporation or at a place identified
in the meeting notice in the city where the meeting will be held. Such record
shall be produced and kept open at the time and place of the meeting and shall
be subject to the inspection of any shareholder, shareholder's agent or
shareholder's attorney at any time during the meeting or any adjournment
thereof. Failure to comply with the requirements of this bylaw shall not affect
the validity of any action taken at the meeting.

     SECTION 3.6   NOTICE OF MEETINGS. Written or printed notice stating the
date, time and place of a meeting of shareholders and, in the case of a special
meeting of shareholders, the purpose or purposes for which the meeting is
called, shall be given by or at the direction of the president, the secretary,
or the officer or persons calling the meeting to each shareholder of record
entitled to vote at such meeting (unless required by law to send notice to all
shareholders regardless of whether or not such shareholders are entitled to
vote), not less than ten (10) days and not more than sixty (60) days before the
meeting, except that notice of a meeting to act on an amendment to the Articles
of Incorporation, a plan of merger or share exchange, a proposed


                                       2




<PAGE>

sale, lease, exchange or other disposition of all or substantially all of the
assets of the corporation other than in the usual course of business, or the
dissolution of the corporation shall be given not less than twenty (20) days and
not more than sixty (60) days before the meeting. Written notice may be
transmitted by: Mail, private carrier or personal delivery; telegraph or
teletype; or telephone, wire or wireless equipment which transmits a facsimile
of the notice. Such notice shall be effective upon dispatch if sent to the
shareholder's address, telephone number, or other number appearing on the
records of the corporation.

     If an annual or special shareholders' meeting is adjourned to a different
date, time or place, notice need not be given of the new date, time or place if
the new date, time or place is announced at the meeting before adjournment
unless a new record date is or must be fixed. If a new record date for the
adjourned meeting is or must be fixed, however, notice of the adjourned meeting
must be given to persons who are shareholders as of the new record date.

     SECTION 3.7   WAIVER OF NOTICE. A shareholder may waive any notice required
to be given under the provisions of these bylaws, the Articles of Incorporation
or by applicable law, whether before or after the date and time stated therein.
A valid waiver is created by any of the following three methods: (a) in writing
signed by the shareholder entitled to the notice and delivered to the
corporation for inclusion in its corporate records; (b) by attendance at the
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting; or (c) by failure to
object at the time of presentation of a matter not within the purpose or
purposes described in the meeting notice.

     SECTION 3.8   MANNER OF ACTING; PROXIES. A shareholder may vote either in
person or by proxy. A shareholder may vote by proxy by means of a proxy
appointment form which is executed in writing by the shareholder, his agent, or
by his duly authorized attorney-in-fact. All proxy appointment forms shall be
filed with the secretary of the corporation before or at the commencement of
meetings. The proxy shall give the same power to vote as possessed by the
shareholder, unless the appointment form contains an express limitation on the
power to vote or direction how to vote such shares. No unrevoked proxy
appointment form shall be valid after eleven (11) months from the date of its
execution unless otherwise expressly provided in the appointment form. No proxy
appointment may be effectively revoked until notice in writing of such
revocation has been given to the secretary of the corporation by the shareholder
appointing the proxy.

     SECTION 3.9   PARTICIPATION BY CONFERENCE TELEPHONE. At the discretion of
the board of directors, shareholders or proxies may participate in a meeting of
the shareholders by any means of communication by which all persons
participating in the meeting can hear each other during the meeting, and
participation by such means shall constitute presence in person at the meeting.

     SECTION 3.10   QUORUM. At any meeting of the shareholders, one-third of all
the shares entitled to vote on a matter, represented by shareholders of record,
shall constitute a quorum of that voting group for action on that matter. Once a
share is represented at a meeting, other than to object to holding the meeting
or transacting business, it is deemed to be present


                                       3



<PAGE>

for purposes of a quorum for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be fixed for the
adjourned meeting. At such reconvened meeting, any business may be transacted
which might have been transacted at the adjourned meeting. If a quorum exists,
action on a matter is approved by a voting group if the votes cast within the
voting group favoring the action exceed the votes cast within the voting group
opposing the action, unless the question is one upon which a different vote is
required by express provision of law or of the Articles of Incorporation or of
these bylaws.

     SECTION 3.11  VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except as may be otherwise provided in the Articles of
Incorporation.

     SECTION 3.12  VOTING OF SHARES BY CERTAIN HOLDERS

     3.12.1   Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the board of directors
of such corporation may determine. A certified copy of a resolution adopted by
such directors shall be conclusive as to their determination.

     3.12.2   Shares held by a personal representative, administrator, executor,
guardian or conservator may be voted by such administrator, executor, guardian
or conservator, without a transfer of such shares into the name of such personal
representative, administrator, executor, guardian or conservator. Shares
standing in the name of a trustee may be voted by such trustee, but no trustee
shall be entitled to vote shares held in trust without a transfer of such shares
into the name of the trustee.

     3.12.3   Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
the receiver without the transfer thereof into his name if authority so to do is
contained in an appropriate order of the court by which such receiver was
appointed.

     3.12.4   If shares are held jointly by three or more fiduciaries, the will
of the majority of the fiduciaries shall control the manner of voting or
appointment of a proxy, unless the instrument or order appointing such
fiduciaries otherwise directs.

     3.12.5   Unless the pledge agreement expressly provides otherwise, a
shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so transferred.

     3.12.6   Shares held by another corporation shall not be voted at any
meeting or counted in determining the total number of outstanding shares
entitled to vote at any given time if a majority of the shares entitled to vote
for the election of directors of such other corporation is held by this
corporation.



                                       4


<PAGE>
     3.12.7   On and after the date on which written notice of redemption of
redeemable shares has been dispatched to the holders thereof and a sum
sufficient to redeem such shares has been deposited with a bank or trust company
with irrevocable instruction and authority to pay the redemption price to the
holders thereof upon surrender of certificates therefor, such shares shall not
be entitled to vote on any matter and shall be deemed to be not outstanding
shares.

     SECTION 3.13   ACTION BY SHAREHOLDERS WITHOUT A MEETING.  Any action which
may or is required to be taken at a meeting of the shareholders may be taken
without a meeting if one or more written consents setting forth the action so
taken shall be signed, either before or after the action taken, by all the
shareholders entitled to vote with respect to the subject matter thereof. Action
taken by written consent of the shareholders is effective when all consents are
in possession of the corporation, unless the consent specifies a later effective
date. Whenever any notice is required to be given to any shareholder of the
corporation pursuant to applicable law, a waiver thereof in writing, signed by
the person or persons entitled to notice, shall be deemed equivalent to the
giving of notice.

                                   ARTICLE IV
                               BOARD OF DIRECTORS

     SECTION 4.1   GENERAL POWERS.  The business and affairs of the corporation
shall be managed by its board of directors.

     SECTION 4.2   NUMBER, TENURE AND QUALIFICATION.  The number of directors
set forth in Article II of these bylaws may be increased or decreased from time
to time by amendment to or in the manner provided in these bylaws. No decrease,
however, shall have the effect of shortening the term of any incumbent director
unless such director resigns or is removed in accordance with the provisions of
these bylaws. The classification of directors as set forth in the Articles of
Incorporation of this corporation may be altered or eliminated only in the
manner provided in the Articles of Incorporation. Except as classification of
directors may be specified by the Articles of Incorporation and unless removed
in accordance with these bylaws, each director shall hold office until the next
annual meeting of the shareholders and until a successor shall have been elected
and qualified. Directors need not be residents of the state of Washington or
shareholders of the corporation.

     SECTION 4.3   ANNUAL AND OTHER REGULAR MEETINGS.  An annual meeting of the
board of directors shall be held without other notice than this bylaw,
immediately after and at the same place as the annual meeting of shareholders.
The board of directors may specify by resolution the time and place, either
within or without the state of Washington, for holding any other regular
meetings of the board of directors.

     SECTION 4.4   SPECIAL MEETINGS. Special meetings of the board of directors
may be called by the board of directors, the chairman of the board, the
president, the secretary or any director. Notice of special meetings of the
board of directors stating the date, time and place




                                       5
<PAGE>

thereof shall be given at least two (2) days prior to the date set for such
meeting by the person or persons authorized to call such meeting, or by the
secretary at the direction of the person or persons authorized to call such
meeting. The notice may be oral or written. Oral notice may be communicated in
person or by telephone, wire or wireless equipment, which does not transmit a
facsimile of the notice. Oral notice is effective when communicated. Written
notice may be transmitted by mail, private carrier, or personal delivery;
telegraph or teletype; or telephone, wire, or wireless equipment which transmits
a facsimile of the notice. Written notice is effective upon dispatch if such
notice is sent to the director's address, telephone number, or other number
appearing on the records of the corporation. If no place for such meeting is
designated in the notice thereof, the meeting shall be held at the principal
office of the corporation. Any director may waive notice of any meeting at any
time. Whenever any notice is required to be given to any director of the
corporation pursuant to applicable law, a waiver thereof in writing signed by
the director, entitled to notice, shall be deemed equivalent to the giving of
notice. The attendance of a director at a meeting shall constitute a waiver of
notice of the meeting except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully convened. Unless otherwise required by law, neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
board of directors need be specified in the notice or waiver of notice of such
meeting.

     SECTION 4.5   QUORUM.  A majority of the number of directors specified in
or fixed in accordance with these bylaws shall constitute a quorum for the
transaction of any business at any meeting of directors. If less than a quorum
shall attend a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice, and a quorum present at such
adjourned meeting may transact business.

     SECTION 4.6   MANNER OF ACTING.  If a quorum is present when a vote is
taken, the affirmative vote of a majority of directors present is the act of the
board of directors.

     SECTION 4.7   PARTICIPATION BY CONFERENCE TELEPHONE.  Directors may
participate in a regular or special meeting of the board by, or conduct the
meeting through the use of, any means of communication by which all directors
participating can hear each other during the meeting and participation by such
means shall constitute presence in person at the meeting.

     SECTION 4.8   PRESUMPTION OF ASSENT.  A director who is present at a
meeting of the board of directors at which action is taken shall be presumed to
have assented to the action taken unless: (a) the director objects at the
beginning of the meeting, or promptly upon the director's arrival, to holding
the meeting or transacting business at the meeting; (b) such director's dissent
is entered in the minutes of the meeting or (c) such director files his written
dissent to such action with the person acting as secretary of the meeting before
the adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after adjournment of the meeting. Such
right to dissent shall not apply to a director who voted in favor of such
action.


                                       6
<PAGE>



     SECTION 4.9   ACTION BY BOARD WITHOUT A MEETING. Any action permitted or
required to be taken at a meeting of the board of directors may be taken without
a meeting if one or more written consents setting forth the action so taken,
shall be signed, either before or after the action taken by all the directors.
Action taken by written consent is effective when the last director signs the
consent, unless the consent specifies a later effective date.

     SECTION 4.10   BOARD COMMITTEES. The board of directors may by resolution
designate from among its members an executive committee and one or more other
committees, each of which must have two (2) or more members and shall be
governed by the same rules regarding meetings, action without meetings, notice,
waiver of notice, and quorum and voting requirements as applied to the board of
directors. To the extent provided in such resolutions, each such committee shall
have and may exercise the authority of the board of directors, except as limited
by applicable law. The designation of any such committee and the delegation
thereto of authority shall not relieve the board of directors, or any members
thereof, of any responsibility imposed by law.

     SECTION 4.11   RESIGNATION. Any director may resign at any time by
delivering written notice to the chairman of the board, the president or the
secretary. Any such resignation shall take effect at any subsequent time
specified therein, or if the time is not specified, upon delivery thereof and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

     SECTION 4.12   REMOVAL. At a meeting of the shareholders called expressly
for that purpose, any director or the entire board of directors may be removed
from office, only for cause and by an affirmative vote of the holders of at
least 75% of the shares then entitled to vote at an election of the director or
directors whose removal is sought. If the board of directors or any one or more
directors is so removed, new directors may be elected at this same meeting.

     SECTION 4.13   VACANCIES. A vacancy on the board of directors may occur by
the resignation, removal or death of an existing director, or by reason of
increasing the number of directors on the board of directors as provided in
these bylaws. Except as may be limited by the Articles of Incorporation, any
vacancy occurring in the board of directors may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office, except that a vacancy to be filled by reason of an
increase in the number of directors shall be filled by the board of directors
for a term of office continuing only until the next election of directors by
shareholders.

     If the vacant office was held by a director elected by holders of one or
more authorized classes or series of shares, only the holders of those classes
or series of shares are entitled to vote to fill the vacancy.

     SECTION 4.14   COMPENSATION. By resolution of the board of directors, the
directors may be paid a fixed sum plus their expenses, if any, for attendance at
meetings of the board of directors or committee thereof, or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.


                                       7


<PAGE>

                                    ARTICLE V
                                    OFFICERS

     SECTION 5.1   NUMBER. The corporation shall have a president, and may have
one or more vice-presidents, a secretary and a treasurer, each of whom shall be
appointed by the board of directors. Such other officers and assistant officers,
including a chairman of the board, as may be deemed necessary or appropriate may
be appointed by the board of directors. By resolution, the board of directors
may designate any officer as chief executive officer, chief operating officer,
chief financial officer, or any similar designation. Any two or more offices may
be held by the same person.

     SECTION 5.2   APPOINTMENT AND TERM OF OFFICE. The officers of the
corporation shall be appointed by the board of directors for such term as the
board may deem advisable or may be appointed to serve for an indefinite term at
the pleasure of the board. Each officer shall hold office until a successor
shall have been appointed regardless of such officer's term of office, except in
the event of such officer's death or termination of an indefinite term at the
pleasure of the board or such officer's removal in the manner herein provided.

     SECTION 5.3   RESIGNATION. Any officer may resign at any time by delivering
written notice to the chairman of the board, the president, a vice president,
the secretary or the board of directors, or by giving oral notice at any meeting
of the board. Any such resignation shall take effect at any subsequent time
specified therein, or if the time is not specified, upon delivery thereof and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

     SECTION 5.4   REMOVAL. Any officer appointed by the board of directors may
be removed by the board of directors with or without cause. The removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer or agent shall not of itself create contract rights.

     SECTION 5.5   CHAIRMAN OF THE BOARD. The chairman of the board, if there be
such an office, shall, if present, preside at all meetings of the board of
directors, and exercise and perform such other powers and duties as may be
determined from time to time by resolution of the board of directors. The person
designated by a majority of the board, shall perform the duties of the chairman
of the board in the chairman's absence, or in the event of the chairman's death,
disability or refusal to act. Such designee shall exercise and perform such
other powers and duties as may be determined from time to time by resolution of
the board of directors.

     SECTION 5.6   CHIEF EXECUTIVE OFFICER. The chief executive officer shall be
the senior executive officer of the corporation and, subject to the control of
the board of directors, shall generally supervise and control the business and
affairs of the corporation. When present the chief executive officer shall



                                       8






<PAGE>



preside at all meetings of the shareholders and in the absence of the chairman
of the board, or if there be none, at all meetings of the board of directors.
The chief executive officer may sign with the secretary or any other proper
officer of the corporation thereunto authorized by law, certificates for shares
of the corporation, and may sign deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by these bylaws to some other officer or agent of the
corporation or shall be required by law to be otherwise signed or executed. In
general, the chief executive officer shall perform all duties incident to the
office of the principal executive of the corporation and such other duties as
may be prescribed by resolution of the board of directors from time to time.

     SECTION 5.7   PRESIDENT. The president shall be the senior officer of the
corporation after the chief executive officer and, subject to the control of the
board of directors and the chief executive officer, shall generally supervise
and control the business and affairs of the corporation. When present and in the
absence of the chairman of the board or the chief executive officer, the
president shall preside at all meetings of the shareholders and board of
directors. The president may sign with the secretary or any other proper officer
of the corporation thereunto authorized by law, certificates for shares of the
corporation, and may sign deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by these bylaws to some other officer or agent of the
corporation or shall be required by law to be otherwise signed or executed. In
general, the president shall perform all duties as may be prescribed by the
chief executive officer or by resolution of the board of directors from time to
time.

     SECTION 5.8   VICE PRESIDENTS. In the absence of the chief executive
officer or president or in the event of their death, disability or refusal to
act, the vice president, or in the event there shall be more than one vice
president, the vice presidents in the order designated at the time of their
election, or in the absence of any designation then in the order of their
election, if any, shall perform the duties of the president. When so acting the
vice president shall have all the powers of and be subject to all the
restrictions upon the president and shall perform such other duties as from time
to time may be assigned to the vice president by resolution of the board of
directors.

     SECTION 5.9   SECRETARY. The secretary shall keep the minutes of the
proceedings of the shareholders and board of directors, shall give notices in
accordance with the provisions of these bylaws and as required by law, shall be
custodian of the corporate records of the corporation, shall keep a record of
the names and addresses of all shareholders and the number and class of shares
held by each, have general charge of the stock transfer books of the
corporation, may sign with the president, or a vice-president, certificates for
shares of the corporation, deeds, mortgages, bonds, contracts, or other
instruments which shall have been authorized by resolution of the board of
directors, and in general shall perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to the
secretary by resolution of the board of directors.


                                       9
<PAGE>
     SECTION 5.10   TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties, in such
sum and with such surety or sureties as the board of directors shall determine.
The treasurer shall have charge and custody of and be responsible for keeping
correct and complete books and records of account, for all funds and securities
of the corporation, receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, deposit all such moneys in the name of
the corporation in the banks, trust companies or other depositories as shall be
selected in accordance with the provisions of these bylaws, and in general
perform all of the duties incident to the office of treasurer and such other
duties as from time to time may be assigned to the treasurer by resolution of
the board of directors.

     SECTION 5.11   ASSISTANT OFFICERS. The assistant officers in general shall
perform such duties as are customary or as shall be assigned to them by
resolution of the board of directors. If required by the board of directors, the
assistant treasurers shall respectively give bonds for the faithful discharge of
their duties in such sums and with such sureties as the board of directors shall
determine.

     SECTION 5.12   COMPENSATION OF OFFICERS AND EMPLOYEES. The board of
directors shall fix compensation of officers and may fix compensation of other
employees from time to time. No officer shall be prevented from receiving a
salary by reason of the fact that such officer is also a director of the
corporation. In the event any salary payment, or portion thereof, to an officer
or other employee is not allowable as a deduction for employee compensation
under Section 162(a)(1) of the Internal Revenue Code of 1986, as may be amended
from time to time, on the grounds such payment was unreasonable in amount, then
such officer or employee shall promptly repay the amount disallowed as a
deduction to the corporation.

                                   ARTICLE VI
                       CONTRACTS, LOANS, CHECKS, DEPOSITS

     SECTION 6.1   CONTRACTS. The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and that
authority may be general or confined to specific instances.

     SECTION 6.2   LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors, which authority may be
general.

     SECTION 6.3   CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by the officer or officers, or agent or
agents, of the corporation and in the manner as shall from time to time be
prescribed by resolution of the board of directors.


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<PAGE>



     SECTION 6.4   DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in the
banks, trust companies or other depositories as the board of directors may
select.

     SECTION 6.5   CONTRACTS WITH OR LOANS TO DIRECTORS AND OFFICERS. The
corporation may enter into contracts and otherwise transact business as vendor,
purchaser, or otherwise, with its directors, officers, and shareholders and with
corporations, associations, firms, and entities in which they are or may become
interested as directors, officers, shareholders, members, or otherwise, as
freely as though such interest did not exist, as permitted by applicable law. In
the absence of fraud the fact that any director, officer, shareholder, or any
corporation, association, firm or other entity of which any director, officer,
or shareholder is interested, is in any way interested in any transaction or
contract shall not make the transaction or contract void or voidable, or require
the director, officer, or shareholder to account to this corporation for any
profits therefrom if the transaction or contract is or shall be authorized,
ratified, or approved by (a) vote of a majority of a quorum of the board of
directors excluding any interested director or directors, (b) the written
consent of the holders of a majority of the shares entitled to vote or (c) a
general resolution approving the acts of the directors and officers adopted at a
shareholders meeting by vote of the holders of the majority of the shares
entitled to vote. Nothing herein contained shall create or imply any liability
in the circumstances above described or prevent the authorization, ratification
or approval of such transactions or contracts in any other manner.

                                   ARTICLE VII
                                     SHARES

     SECTION 7.1   CERTIFICATES FOR SHARES. The shares of the corporation may be
represented by certificates in such form as prescribed by the board of
directors. Signatures of the corporate officers on the certificate may be
facsimiles if the certificate is manually signed on behalf of a transfer agent,
or registered by a registrar, other than the corporation itself or an employee
of the corporation. All certificates shall be consecutively numbered or
otherwise identified. All certificates shall bear such legend or legends as
prescribed by the board of directors or these bylaws.

     SECTION 7.2   ISSUANCE OF SHARES. Shares of the corporation shall be issued
only when authorized by the board of directors, which authorization shall
include the consideration to be received for each share.

     SECTION 7.3   BENEFICIAL OWNERSHIP. Except as otherwise permitted by these
bylaws, the person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes. The
board of directors may adopt by resolution a procedure whereby a shareholder of
the corporation may certify in writing to the corporation that all or a portion
of the shares registered in the name of such shareholder are held for the
account of a specified person or persons. Upon receipt by the corporation of a
certification complying with such procedure, the persons specified in the
certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the holders of record of the number of shares specified in
place of the shareholder making the certification.


                                       11
<PAGE>
     SECTION 7.4   TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
on surrender for cancellation of the certificate for the shares. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled.

     SECTION 7.5   LOST OR DESTROYED CERTIFICATES. In the case of a lost,
destroyed or mutilated certificate, a new certificate may be issued therefor
upon such terms and indemnity to the corporation as the board of directors may
prescribe.

     SECTION 7.6   STOCK TRANSFER RECORDS. The stock transfer books shall be
kept at the principal office of the corporation or at the office of the
corporation's transfer agent or registrar. The name and address of the person to
whom the shares represented by any certificate, together with the class, number
of shares and date of issue, shall be entered on the stock transfer books of the
corporation. Except as provided in these bylaws, the person in whose name shares
stand on the books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes.

                                  ARTICLE VIII
                                      SEAL

     This corporation need not have a corporate seal. If the directors adopt a
corporate seal, the seal of the corporation shall be circular in form and
consist of the name of the corporation, the state and year of incorporation, and
the words "Corporate Seal."

                                   ARTICLE IX
          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

     SECTION 9.1   POWER TO INDEMNIFY.  The corporation shall have the following
powers:

     9.1.1   POWER TO INDEMNIFY.  The corporation may indemnify and hold
harmless to the full extent permitted by applicable law each person who was or
is made a party to or is threatened to be made a party to or is involved
(including, without limitation, as a witness) in any actual or threatened
action, suit or other proceeding, whether civil, criminal, administrative or
investigative, by reason of that fact that he or she is or was a director,
officer, employee or agent of the corporation or, being or having been such a
director, officer, employee or agent, he or she is or was serving at the request
of the corporation as a director, officer, employee, agent, trustee, or in any
other capacity of


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<PAGE>


another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action or omission in an official
capacity or in any other capacity while serving as a director, officer,
employee, agent, trustee or in any other capacity, against all expense,
liability and loss (including, without limitation, attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts to be paid in settlement)
actually or reasonably incurred or suffered by such person in connection
therewith. Such indemnification may continue as to a person who has ceased to be
a director, officer, employee or agent of the corporation and shall inure to the
benefit of his or her heirs and personal representatives.

     9.1.2   POWER TO PAY EXPENSES IN ADVANCE OF FINAL DISPOSITION. The
corporation may pay expenses incurred in defending any such proceeding in
advance of the final disposition of any such proceeding; provided, however, that
the payment of such expenses in advance of the final disposition of a proceeding
shall be made to or on behalf of a director, officer, employee or agent only
upon delivery to the corporation of an undertaking, by or on behalf of such
director, officer, employee or agent, to repay all amounts so advanced if it
shall ultimately be determined that such director, officer, employee or agent is
not entitled to be indemnified under this Article or otherwise, which
undertaking may be unsecured and may be accepted without reference to financial
ability to make repayment.

     9.1.3   POWER TO ENTER INTO CONTRACTS. The corporation may enter into
contracts with any person who is or was a director, officer, employee and agent
of the corporation in furtherance of the provisions of this Article and may
create a trust fund, grant a security interest in property of the corporation,
or use other means (including, without limitation, a letter of credit) to ensure
the payment of such amounts as may be necessary to effect indemnification as
provided in this Article.

     9.1.4   EXPANSION OF POWERS. If the Washington Business Corporation Act is
amended in the future to expand or increase the power of the corporation to
indemnify, to pay expenses in advance of final disposition, to enter into
contracts, or to expand or increase any similar or related power, then, without
any further requirement of action by the shareholders or directors of this
corporation, the powers described in this Article shall be expanded and
increased to the fullest extent permitted by the Washington Business Corporation
Act, as so amended.

     9.1.5   LIMITATION ON POWERS. No indemnification shall be provided under
this Article to any such person if the corporation is prohibited by the
nonexclusive provisions of the Washington Business Corporation Act or other
applicable law as then in effect from paying such indemnification. For example,
no indemnification shall be provided to any director in respect of any
proceeding, whether or not involving action in his or her official capacity, in
which he or she shall have been finally adjudged to be liable on the basis of
intentional misconduct or knowing violation of law by the director, or from
conduct of the director in violation of RCW 23B.08.310, or that the director
personally received a benefit in money, property or services to which the
director was not legally entitled.


                                       13
<PAGE>


      SECTION 9.2   INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

     9.2.1   DIRECTORS. The corporation shall indemnify and hold harmless any
person who is or was a director of this corporation, and pay expenses in advance
of final disposition of a proceeding, to the full extent to which the
corporation is empowered.

     9.2.2   OFFICERS, EMPLOYEES, AND AGENTS. The corporation may, by action of
its Board of Directors from time to time, indemnify and hold harmless any person
who is or was an officer, employee or agent of the corporation, and pay expenses
in advance of final disposition of a proceeding, to the full extent to which the
corporation is empowered, or to any lesser extent which the Board of Directors
may determine.

     9.2.3   CHARACTER OF RIGHTS. The rights to indemnification and payment of
expenses in advance of final disposition of a proceeding conferred by or
pursuant to this Article shall be contract rights.

     9.2.4   ENFORCEMENT. A director, officer, employee or agent ("claimant")
shall be presumed to be entitled to indemnification and/or payment of expenses
under this Article upon submission of a written claim (and, in an action brought
to enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition, where the undertaking in subsection 9.1.2 above has
been delivered to the corporation) and thereafter the corporation shall have the
burden of proof to overcome the presumption that the claimant is so entitled.

             If a claim under this Article is not paid in full by the
corporation within sixty (60) days after a written claim has been received by
the corporation, except in the case of a claim for expenses incurred in
defending a proceeding in advance of its final disposition, in which case the
applicable period shall be twenty (20) days, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim and, to the extent successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. Neither the
failure of the corporation (including its board of directors, its shareholders
or independent legal counsel) to have made a determination prior to the
commencement of such action that indemnification of or reimbursement or
advancement of expenses to the claimant is proper in the circumstances nor an
actual determination by the corporation (including its board of directors, its
shareholders or independent legal counsel) that the claimant is not entitled to
indemnification or to the reimbursement or advancement of expenses shall be a
defense to the action or create a presumption that the claimant is not so
entitled.

     9.2.5   RIGHTS NOT EXCLUSIVE. The right to indemnification and payment of
expenses in advance of final disposition of a proceeding conferred in this
Article shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Articles of Incorporation,
bylaws, agreement, vote of shareholders or disinterested directors or otherwise.


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<PAGE>



     SECTION 9.3   INSURANCE. The corporation may purchase and maintain
insurance, at its expense, to protect itself and any director, officer,
employee, agent or trustee of the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss under the
Washington Business Corporation Act.

     SECTION 9.4   SURVIVAL OF BENEFITS. Any repeal or modification of this
Article shall not adversely affect any right of any person existing at the time
of such repeal or modification.

     SECTION 9.5   SEVERABILITY. If any provision of this Article or any
application thereof shall be invalid, unenforceable or contrary to applicable
law, the remainder of this Article, or the application of such provision to
persons or circumstances other than those as to which it is held invalid,
unenforceable or contrary to applicable law, shall not be affected thereby and
shall continue in full force and effect.

     SECTION 9.6   APPLICABLE LAW. For purposes of this Article, "applicable
law" shall at all times be construed as the applicable law in effect at the date
indemnification may be sought, or the law in effect at the date of the action,
omission or other event giving rise to the situation for which indemnification
may be sought, whichever is selected by the person seeking indemnification. As
of the date hereof, applicable law shall include RCW 23B.08.500 through .600, as
amended.

                                    ARTICLE X
                                BOOKS AND RECORDS

     The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its shareholders
and the board of directors and such other records as may be necessary or
advisable.

                                   ARTICLE XI
                                   FISCAL YEAR

     The fiscal year of the corporation shall be determined by resolution
adopted by the board of directors. In the absence of such a resolution, the
fiscal year shall be the calendar year.

                                   ARTICLE XII
                     VOTING OF SHARES OF ANOTHER CORPORATION

     Shares of another corporation held by this corporation may be voted by the
president or vice-president, or by proxy appointment form executed by either of
them, unless the directors by resolution shall designate some other person to
vote the shares.


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<PAGE>

                                  ARTICLE XIII
                              AMENDMENTS TO BYLAWS

     These bylaws may be altered, amended or repealed, and new bylaws may be
adopted, by a majority of the board of directors or by holders of at least
seventy-five percent of the voting stock of this corporation.

     The undersigned, being the secretary of the corporation, hereby certifies
that these bylaws are the bylaws of Hart Brewing, Inc., adopted by resolution of
the directors on October 4, 1995.

     DATED this 24th day of November, 1995.




                                                 /s/ George Hancock
                                        --------------------------------------
                                        George Hancock
                                        Secretary























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