**F****IFTH
      AMENDMENT TO**


**EXTENSION
      OF TERM OF NOTES UNDER MASTER LINE OF CREDIT AGREEMENT**





This
      Fifth Amendment to Extension of Term of Notes under Master Line of Credit
      Agreement (this "Amendment") is entered into to be effective as of August 31,
      2005 (the "Effective Date") by and between **Mendocino
      Brewing Company, Inc.** ,
      a
      California corporation ("Borrower"), and **United
      Breweries of America, Inc.,** a
      Delaware corporation ("Lender").




RECITALS





A.  Borrower
      and Lender entered into an Extension of Term of Notes Under Master Line of
      Credit Agreement dated February 14, 2002, and amended as of August 15, 2002,
      March 31, 2003, August 14, 2003, and August 14, 2004 (the "Original Agreement"),
      which provides that the terms of certain of the Notes made by Borrower in favor
      of Lender shall be extended until August 31, 2005.




B.  Subject
      to the terms and conditions of this Amendment, the parties now wish to further
      extend the terms of certain of the Notes.




C.  Any
      capitalized terms not otherwise defined herein shall have the meanings set
      forth
      in the Original Agreement.




NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is acknowledged, Borrower and Lender agree as follows:




1.  Extension
      of Term .
      Section
      1 of the Original Agreement is amended to read as follows:




The
      Notes
      provide that Lender has the right, at any time on or after the respective
      maturity dates of the Notes, to convert the Notes into shares of Borrower's
      common stock. However, Section 3 of the Notes provides that in the event that
      Lender has not converted the entire principal amount of any Note on or before
      its respective maturity date, Lender has the right to extend the term of such
      Note for a period of time mutually agreed upon between Lender and Borrower.
      The
      parties hereby modify their previous agreement and agree to extend the term
      of
      each of the Notes itemized Nos. 1 through 13 on Exhibit
      A ,
      effective as of the maturity date of each respective Note, for a period of
      time
      ending on December 31, 2006.




2.  Governing
      Law .
      This
      Amendment shall be governed by and construed in accordance with the laws of
      the
      State of California, without regard to the conflicts of laws principles of
      that
      or any other jurisdiction.




3.  Counterparts .
      This
      Amendment may be executed in one or more counterparts, each of which shall
      be
      deemed an original, and all taken together shall constitute one and the same
      instrument.




4.  Miscellaneous .
      This
      Amendment, in connection with the Original Agreement, contains all of the
      agreements, conditions, promises and covenants between the parties with respect
      to the subject matter hereof and supersedes all prior or contemporaneous
      agreements, representations or understandings with respect to the subject matter
      hereof. In the event of any conflict between the terms of the Original Agreement
      and this Amendment, the terms of this Amendment shall govern. Except as set
      forth in this Amendment, the terms of the Original Agreement shall remain in
      full force and effect. This Amendment may not be amended, modified, altered
      or
      otherwise changed in any respect except by written agreement signed by
      authorized representatives on behalf of Borrower and Lender. If any one or
      more
      of the provisions contained in this Amendment shall be invalid, illegal or
      unenforceable in any respect, the validity, legality or enforce ability of
      the
      remaining provisions contained herein shall not in any way be affected or
      impaired.




**[signature
      page to follow]**




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IN
      WITNESS WHEREOF, duly executed representatives of each of the parties hereto
      have executed and delivered this Amendment, to be effective as of the Effective
      Date first stated above.




Borrower:
              
              **MENDOCINO
                BREWING COMPANY, INC.**
              a
                California corporation
            
            
            Lender:
              
              **UNITED
                BREWERIES OF AMERICA, INC.**
              a
                Delaware corporationBy:
            /s/ N.
              Mahadevan
            
            
            By:
            /s/ Anil
              PisharodyName:N.
                Mahadevan
              Title:Chief Financial Officer and Secretary
            
            
            
            Name:
                Anil Pisharody
              Title:Secretary






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