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                 PROMISSORY NOTE SECURED BY SECURITY AGREEMENT
                                        
 

    $ 300,000.00                                         SEPTEMBER 24, 1997
                                        

      THIS PROMISSORY NOTE IS MADE THIS 24TH DAY OF SEPTEMBER, 1997 AT TECATE,
STATE OF BAJA CALIFORNIA NORTE, MEXICO.


     FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, the
undersigned, Cerveceria Rio Bravo S.A. de C.V. ("Maker'1) promises to pay to
Internacional de Mexico S.A. de C.V. ("Holder") or order, the sum of Three
Hundred Thousand and no/100 Dollars ($300,000.00) together with interest thereon
at the rate of twelve percent (12%) per annum, payable on or before November
23, 1997 when the balance of principal, together with interest accrued thereon,
shall become immediately due and payable.

PREPAYMENT. Maker may prepay the principal and interest under this Note in whole
or in part prior to the Maturity Date without any prepayment penalty.

DEFAULT. Maker will be in default if any of the following happens: (a) In the
event Maker fails make the payment when due after ten (10) days written notice
from Holder; (b) The occurrence and continuance of any one or more of the events
of default specified in the security agreement between Cerveceria Rio Bravo S.A.
de C.V., as debtor and Internacional de Mexico S.A. de C.V., as secured party,
signed this date: (c) Maker becomes insolvent, a receiver is appointed for any
part of Maker's property, Maker makes an assignment for the benefit of
creditors, or any proceeding is commenced either by Maker or against maker under
any bankruptcy or insolvency laws; (d) Any creditor tries by legal process to
take any of Maker's property on or in which Holder, Internacional de Mexico S.A.
de C.V. has a lien or security interest and such action continues without being
stayed or dismissed for 60 days.

     Upon default, Holder may declare the entire unpaid principal balance on
this Note and all accrued unpaid interest immediately due, and then Maker will
pay that amount

     In the event of a default hereunder that continues unremedied: (a) the
maker of this Note promises to pay to the holder hereof all costs of collection
and reasonable attorney's fees, and court cost incurred by the holder hereof on
account of

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such collection, whether or not litigation is commenced, including, but not
limited to, all attorney's fees and costs incurred by the holder hereof in any
bankruptcy proceedings; (b) maker agrees that the holder hereof shall have the
rights and remedies available to a creditor under, and that this Note shall be
construed in accordance with, the laws of the State of Baja California Norte,
Mexico. All cost of collection and attorney's fees shall be deemed added to
principal when such amounts are incurred by the holder hereof and shall accrue
interest at the rate provided in this Note until paid.

     The maker agrees that the rights granted to the holder hereof pursuant to
this Note shall accrue to any endorsee of this Note who is lawfully in
possession of this Note.

COLLATERAL. This Note is secured by security agreement executed this date by
Cerveceria Rio Bravo S.A. de C.V

The undersigned, and any other party liable for the debt evidence by this Note,
severally waives demand, presentment, notice of dishonor and protest of this
Note; and consents to any extension or postponement of time of its payment
without limit as to number or period; to any substitution, exchange or release
of all or any part of the collateral securing this Note; to the addition of any
party; and to the release, discharge or suspension any right and remedies
against any person who may be liable for the payment of this debt. No delay on
the part of the holder in the exercise of any right or remedy shall operate as a
waiver, no single or partial exercise by the holder of any right or remedy shall
preclude any other or further exercise of that right or remedy or the exercise
of any other right or remedy; and no waiver or indulgence by the holder of any
default shall be effective unless it is in writing and signed by the holder; nor
shall a waiver on one occasion be construed as a bar to, or waiver of, any right
on any future occasion.


MAKER:  Cerveceria Rio Bravo S.A. de C.V.
        Boulevard Morelos # 750 Colonia Industrial City of Tecate
        State of Baja California Norte, Mexico



         BY: /s/ Peter Bordeaux
            -------------------------     
                  President



         BY: /s/ James Ake
            -------------------------     
                Secretary

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