<PAGE>
 
                     LENDING AND PROCEEDS OF LOAN AGREEMENT
                                        

     This Agreement is entered into this 24th day of September 1997 at Tecate,
State of Baja California Norte,  Mexico by and among    the  undersigned,
Cerveceria  Rio  Bravo  S.A.  de  C.V., American Craft Brewing International
Limited and Internacional de Mexico S.A. de C.V. a Mexican corporation (the
"lender")

     WHEREAS, Internacional de Mexico S.A. de C.V. has loaned to Cerveceria  Rio
Bravo  S.A.  de  C.V.  the  sum  of  Three  Hundred Thousand and no/100 Dollars
($300,000.00) as evidenced by a note arid security agreement dated September 24,
1997; and

     WHEREAS,  American  Craft  Brewing  International  Limited  as sole
shareholder  of  Cerveceria  Rio  Bravo  S.A.  be  C.V.  has consented to the
execution by Cerveceria Rio Bravo S.A. de C.V. of the note and security
agreement; and

     WHEREAS, the loan in the sum of $300,000.00 is essential to the continued
operations of Cerveceria Rio Bravo S.A. be C.V. in which American Craft Brewing
International Limited is the sole shareholder.

     NOW,  THEREFORE,  in consideration of the above,  the parties hereto do
hereby agree as follows:

   A. As consideration for the loan, Cerveceria Rio Bravo S.A. de C.V. agrees to
      pay to Internacional de Mexico S.A. de C.V. two (2) points or $6,000.00 at
      the funding of said loan.

   B. Cerveceria Rio Bravo S.A. de C.V. and American Craft Brewing International
      Limited agree that they shall pay from the loan proceeds of $300,000.00
      only those obligations connected and associated with the maintenance and
      operation of the brewing facility located in Tecate. That said proceeds
      are limited to payments of past due, current and future obligations and
      for no other purpose. In that regard, Cerveceria Rio Bravo S.A. de C.V. is
      authorized to pay to Cabo Distributing Company, Inc. the sum of $39,000.00
      for past due billings. It is agreed by the parties herein that the payment
      to Cabo Distributing Company, Inc. is part of the consideration for
      Internacional de Mexico S.A. de C.V. making said loan

   C. As further consideration for Internacional de Mexico S.A. de C.V.'s loan
      to Cerveceria Rio Bravo S.A. be C.V. of the sum of Three Hundred Thousand
      and no/100 Dollars
<PAGE>
 
     ($300,000.00), American Craft Brewing International Limited herein agrees
     to issue to the Lender One Hundred Thousand (l00,000) of its $0.50 five-
     year six-month warrants to purchase shares of its common stock in the form
     of Annex A hereto.


American Craft Brewing International Limited:


          BY: /s/ Peter W. H. Bordeaux
             -------------------------------           
             Peter W. H. Bordeaux President



          BY: /s/ James L. Ake
             -------------------------------           
             James L. Ake, Secretary



Cerveceria Rio Bravo S.A. de C.V.



          BY:  /s/ Peter Bordeaux
             -------------------------------            
             Peter W. H. Bordeaux, President



          BY: /s/ James L. Ake
             -------------------------------           
             James L. Ake,  Secretary



Iniernacional de Mexico S.A. de C.V.


          BY: /s/ Fernando Guierrez Saenz
             -------------------------------           
             Fernando Gutierrez Saenz, President
<PAGE>
 
Annex A

          Lender acknowledges that it is a sophisticated financial institution
capable of evaluating and bearing the risks of investment and that it has had
full access to financial and other information concerning the borrower and the
issuer of the warrants and their respective officers and the opportunity to ask
such questions as it in its discretion desired. Lender acknowledges and agrees
that the warrants being issued nor the common stock issuable upon exercise
thereof has been registered under the United States Securities Act of 1933 or
any other Mexican or U.S. securities law. Lender acknowledges and agrees that it
is acquiring the warrants being issued to it pursuant hereto for investment and
not with any view to the distribution thereof and that it will not transfer the
warrants or any common stock issuable upon exercise thereof without registering
the same under the United States Securities Act of 1933 and any applicable
Mexican or other U.S. securities law unless it has first provided to the issuer
of the warrants an opinion of counsel satisfactory to it stating that it is not
necessary to register such warrants or such stock under the United States
Securities Act of 1933 or any other Mexican or U.S. securities law and the
transferee agrees to abide by the foregoing restrictions, and that a legend to
the foregoing effect may be placed on such warrants and any common stock
issuable upon exercise thereof.