Exhibit 10.60

                            BREWING LICENSE AGREEMENT


      THIS BREWING LICENSE AGREEMENT is entered into effective as of October 26,
      2001 ("Effective Date") by and between:

      UBSN Limited, an English company, with its registered office located at 75
      Weston Hill, Crystal Palace, London SE19 ITX, England ("Licensor"),

and

      Mendocino  Brewing  Company,  Inc.,  a  California  corporation,  with its
      principal place of business  located at 13351 Highway 101 South,  Hopland,
      California 95499, U.S.A. ("Licensee"),

in reference to the following facts:

      A.    Licensor owns or is the authorized  licensee of certain  technology,
            intellectual property rights and confidential information related to
            brewing/manufacturing,    marketing,    distributing   and   selling
            Kingfisher brand beer.

      B.    Licensee  wishes to acquire  the right to utilize  such  technology,
            intellectual   property  rights  and  confidential   information  to
            brew/manufacture,  market, distribute and sell Kingfisher brand beer
            in the United States.

      C.    Licensor is willing to grant to Licensee a non-exclusive  license to
            use such technology,  intellectual  property rights and confidential
            information  solely in accordance  with the terms and conditions set
            forth herein.

Licensor and Licensee agree as follows:

Section 1 - Definitions

      For  purposes  of this  Agreement,  the  following  terms  shall  have the
meanings described below:

     1.1 "Confidential  Information" shall mean and include any and all data and
information  not in the  public  domain,  and the  know-how  and trade  secrets,
relating  to, or contained  or embodied  in, the Brewing  Intangibles  or to the
business, plans, affairs or activities of Licensor. Confidential Information may
be disclosed or revealed orally,  visually,  or in writing or any other tangible
form.  Any  information  disclosed  or revealed  by Licensor  shall be deemed to
constitute  Confidential  Information  if (a) such  information is in written or
other  tangible form and has been marked  "confidential",  (b) Licensee has been
advised,  orally or in writing,  of its confidential  nature,  or (c) due to its
nature or character, a reasonable person under similar circumstances would treat
such information as confidential.


<PAGE>

     1.2  "Intellectual  Property  Rights" shall mean and include any and all of
the patents,  copyrights,  design rights and other proprietary  rights,  and all
applications and registrations thereof, which pertain to the Products.

      1.3 "Net Revenue(s)"  shall mean total revenues  received by Licensee from
the sale of all  Products  brewed/manufactured  and sold by Licensee  hereunder,
less any credits,  discounts,  allowances,  refunds,  rebates and  returns,  and
excluding freight and shipping charges,  and sales, excise,  withholding,  local
consumption and/or similar taxes.

      1.4 "Products" shall mean and include Kingfisher brand beer.

      1.5  "Brewing  Intangibles"  shall mean and include any and all  formulae,
ingredients,   recipes,   specifications,    processes,    manufacturing/brewing
requirements,  quality control standards and specifications,  know-how and other
information,  in whatever form,  tangible or intangible,  in existence as of the
Effective  Date,  relating to the  brewing/manufacturing,  bottling  process and
related  production  of  any  or all of  the  Products  [and  any  improvements,
enhancements, updates, or further developments thereto].

      1.7 "Territory" shall mean the United States.

Section 2 - Grant and Scope of License

      2.1 Subject to the terms and conditions set forth herein,  Licensor hereby
grants  to  Licensee,  and  Licensee  hereby  accepts,  a  limited,   exclusive,
transferable right and license to utilize the Brewing Intangibles,  Intellectual
Property  Rights  and  Confidential  Information  to  brew/manufacture,  market,
distribute and sell the Products in the Territory.

      2.2 Licensee hereby  acknowledges  that the rights and licenses granted by
Licensor to Licensee  are  non-exclusive,  and nothing in this  Agreement  shall
limit or restrict  Licensor's  right to grant similar rights and licenses to one
or more  additional  related or unrelated  parties within the  Territory,  or to
exercise such rights itself.

Section 3 - Licensor's Responsibilities

      3.1 Upon the Effective Date of this  Agreement,  Licensor shall deliver to
Licensee a data package that  includes the Brewing  Intangibles,  and such other
documents,  instructions  and  procedures  that contain,  embody or describe the
Intellectual  Property  Rights and such  Confidential  Information  as  Licensor
reasonably  determines to be necessary or appropriate  for Licensee's  efficient
brewing/manufacture  of the Products in accordance with the terms and conditions
of this Agreement  ("Licensor  Deliverables").  All Licensor  Deliverables shall
remain the sole and exclusive  property of Licensor.  Licensee  shall return all
such Licensor  Deliverables to Licensor  immediately  after  termination of this
Agreement for any reason whatsoever.


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<PAGE>

      3.2  Licensor  hereby  represents  and  warrants  that all of the  Brewing
Intangibles,  Intellectual Property Rights and Confidential Information included
in the  Licensor  Deliverables  under  Section  3.1 hereof  shall be correct and
complete,  and  shall  include  all of  the  Brewing  Intangibles,  Intellectual
Property  Rights  and  Confidential  Information  used  by  Licensor  as of  the
Effective  Date  hereof  in  connection  with  Licensor's   brewing/manufacture,
marketing,  and  sale  of the  Products  which  may be  useful  to  Licensee  in
performing the activities  authorized under Section 2 of this Agreement.  If any
Licensor  Deliverable  under  Section 3.1 hereof fails to conform to  Licensor's
representation  and warranty,  as set forth in this Section 3.2,  Licensor shall
correct  and/or  complete all such  incorrect,  defective or incomplete  Brewing
Intangibles,   Intellectual  Property  Rights  and/or  Confidential  Information
promptly after receipt of written notification thereof.

      3.3  At  Licensee's  request,   Licensor  shall  provide  or  arrange  for
reasonable training or technical assistance relating to the  brewing/manufacture
of the Products.

      3.4  At  Licensee's  request,  Licensor  shall  furnish  Licensee  with  a
reasonable  quantity  of  Licensor's  promotional  materials  for the  Products.
Licensee shall have the right to reproduce,  modify and/or  translate any or all
such promotional materials, as Licensee reasonably determines to be necessary or
appropriate  for  the  effective  marketing  and  distribution  of the  Products
throughout  the  Territory;   provided,  however,  that  Licensee's  rights  and
obligations  with  respect  to  all   modifications   and  translations  of  the
promotional  materials  furnished by Licensor under this Section 3.4 shall be as
provided in Section 4.3 hereof.

Section 4 - Licensee's Responsibilities

      4.1 From time to time during the  continuance  of this  Agreement,  at the
request of Licensor,  Licensee shall furnish  Licensor with samples the Products
brewed/manufactured  by  Licensee  hereunder,  in order to  permit  Licensor  to
confirm that such  Products  conform to all of the Brewing  Intangibles.  If, in
Licensor's  reasonable opinion, any such Products fail to conform to the Brewing
Intangibles,  Licensee  shall  promptly  correct all such  deficiencies  in such
Products.

      4.2 Licensee  may prepare  such  advertising  and  promotional  materials,
including  modifications and translations of the promotional materials furnished
by Licensor  to Licensee  under  Section  3.4  hereof,  which in the  reasonable
opinion of Licensee are necessary or appropriate for the effective marketing and
distribution of the Products  within the Territory.  Any and all advertising and
promotional  materials  for the  Products  which are  commercially  released  by
Licensee  shall  comply  with all  applicable  laws and  regulations,  including
without limitation,  the laws and regulations of the Bureau of Alcohol,  Tobacco
and Firearms  ("ATF") and the Department of Alcoholic  Beverage  Control ("ABC")
and the various state and local departments of ABC.

      4.3 Licensee shall ensure that the Products are sold and advertised in the
form, and with the labeling or marking, designated by Licensee and in accordance
with applicable law, including without  limitation,  the laws and regulations of
the ATF and ABC and the various state and local departments of ABC.



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<PAGE>

      4.4 Licensee shall make, obtain, and maintain in force at all times during
the term of this  Agreement,  all  filings,  registrations,  reports,  licenses,
permits and authorizations  (collectively  "Approvals") necessary or appropriate
for the  distribution,  sale,  and resale of the Products  within the Territory,
including  all  Approvals  required by the ATF and ABC and the various state and
local departments of ABC. Licensee shall provide copies of all such Approvals to
Licensor at its request. Licensor shall provide Licensee with such assistance as
Licensee may reasonably request in making or obtaining any such Approvals.  Upon
termination  of this  Agreement,  Licensee  shall transfer all such Approvals to
Licensor, or to such other third party as Licensor may designate,  to the extent
permitted under applicable laws.

      4.5 Within thirty (30) days after the end of each quarter,  Licensee shall
submit to Licensor a report of Licensee's activities under this Agreement.  Such
reports shall include the following information:

            (a)   a    statement    of   the   total    quantity   of   Products
                  brewed/manufactured  and Products sold by Licensee  during the
                  quarter; and

            (b)   a  statement  of Net  Revenues  derived  from  the sale of all
                  Products during the quarter, together with the total amount of
                  royalties  payable  thereunder  to  Licensor,  as  provided in
                  Section 5.1 and Exhibit 5.1 hereof.

      4.6 Licensee shall keep accurate  books of account and records  pertaining
to its  activities  hereunder  and its Net  Revenues.  During  the  term of this
Agreement,  Licensor,  at its sole  expense,  shall be entitled to inspect  such
books of account and records upon  reasonable  prior written notice to Licensee,
and at a reasonable  time during normal  business  hours for the sole purpose of
verifying the royalties payable to Licensor  pursuant to this Agreement.  If the
audit  reveals an  underreporting  or  underpayment  of amounts  due to Licensor
hereunder,  Licensee  shall  promptly pay Licensor such  amounts,  including any
applicable  interest.  If the  underreporting  exceeds  five percent (5%) of the
amount due for any quarter, Licensee shall bear the costs of the audit.

Section 5 - Consideration

      5.1 In  consideration  for the rights and licenses  granted to Licensee by
Licensor under this Agreement, Licensee shall pay to Licensor royalties equal to
the amounts specified in the Royalty Schedule attached hereto as Exhibit 5.1.

      5.2 Within thirty (30) days after the end of each quarter,  Licensee shall
pay to Licensor all royalties due to Licensor for that  particular  quarter,  as
specified in Exhibit 5.1
hereto.  Royalties  shall be due for the quarter in which Licensee  receives the
Net Revenues. All payments hereunder shall be made in U.S. Dollars.

      5.3 The royalties  payable by Licensee  hereunder  exclude all  applicable
sales,  use,  local  consumption,  withholding,  excise or  similar  taxes,  and
Licensee shall be responsible  for


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<PAGE>


payment of all such taxes  (except  those  based on  Licensor's  net income) and
charges, and any related penalties and interest arising from the payment of such
amounts.

Section 6 - Confidential Information

      6.1 Licensee hereby acknowledges that all of the Confidential  Information
disclosed  or revealed  to  Licensee  hereunder  is  disclosed  solely to permit
Licensee  to  exercise  its  rights  and  perform  its  obligations  under  this
Agreement.  Licensee shall not use any of the  Confidential  Information for any
other  purpose,  and  shall  not  disclose  or  reveal  any of the  Confidential
Information  to any third  party,  without the prior  written  authorization  of
Licensor, which Licensor may withhold in its sole discretion; provided, however,
that the prior  written  authorization  of Licensor  shall not be  required  for
Licensee  to  disclose  the  Confidential  Information  to those  of  Licensee's
employees, agents or representatives that (a) require access to the Confidential
Information  in order to permit  Licensee to exercise its rights and perform its
obligations  hereunder,  and (b) have executed a nondisclosure  agreement,  in a
form satisfactory to Licensor,  which effectively prohibits the unauthorized use
or disclosure of the Confidential Information.

      6.2 Licensee  shall  implement all security  measures,  and shall take all
actions,  including, but not limited to, the initiation and prosecution of legal
or administrative  actions,  to prevent the unauthorized  use,  appropriation or
disclosure  of  any  of  the  Confidential  Information  by  any  of  Licensee's
employees, agents or representatives.

      6.3  Licensee's  obligations  under  Sections 6.1 and 6.2 hereof shall not
apply to the  extent,  but  only to the  extent,  that  any of the  Confidential
Information:

            (a)   passes into the public domain through no fault of Licensee;

            (b)   is  disclosed  to  Licensee  by a third party that is under no
                  duty of nondisclosure to Licensor;

            (c)   was known to Licensee  prior to disclosure by Licensor,  or is
                  independently  developed by Licensee without  reference to any
                  of the Confidential Information; or

            (d)   is  required  to  be  disclosed   under  any  applicable  law,
                  regulation  or  governmental  order of any country  within the
                  Territory; provided that Licensee shall furnish written notice
                  to Licensor of such disclosure requirement prior to disclosing
                  any of the Confidential Information, so that Licensor can take
                  appropriate action to protect the confidentiality, and prevent
                  the   unauthorized   use  or  appropriation  of  such  of  the
                  Confidential Information.

      6.4  Licensee's  obligations  under  this  Section  6  shall  survive  the
termination of this Agreement for any reason whatsoever.


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<PAGE>


Section 7 - Intellectual Property Rights

      7.1 Licensee hereby acknowledges that Licensor is the owner, or authorized
licensee,  of all  rights,  title  and  interests  in and to all of the  Brewing
Intangibles and Intellectual Property Rights licensed to Licensee hereunder, and
Licensee  shall  acquire  no  rights  whatsoever  in or to any  of  the  Brewing
Intangibles or any such  Intellectual  Property  Rights,  except as specifically
provided  in this  Agreement.  Licensee  shall not  utilize  any of the  Brewing
Intangibles  or any  Intellectual  Property  Rights for any purpose  whatsoever,
except as  authorized  herein,  and shall not take any action  which may, in the
reasonable  opinion of Licensor,  adversely affect or impair Licensor's  rights,
title  and  interests  in and to the  Brewing  Intangibles  and/or  Intellectual
Property Rights.

      7.2 Licensee shall take such actions, and shall provide Licensor with such
assistance,  as  Licensor  shall  reasonably  request,  to protect  and  perfect
Licensor's  rights,  title and  interests  in and to the  Intellectual  Property
Rights  throughout  the  Territory.  All  of the  Products  brewed/manufactured,
marketed,   distributed,   and  sold  by  Licensee  hereunder  shall  bear  such
proprietary rights notices as Licensor shall designate.

      7.3 Licensee shall provide  Licensor with timely written notice of any and
all  infringements  or  unauthorized  uses  by  any  third  party  of any of the
Intellectual  Property Rights within the Territory that come to the attention of
Licensee.  Licensor shall be solely  responsible for taking all actions,  in the
courts,  administrative  agencies or otherwise, to prevent or enjoin any and all
such  infringements and unauthorized  uses of the Intellectual  Property Rights;
provided,  however, that Licensee shall furnish Licensor with such assistance as
Licensor shall reasonably  request in connection with any such action to prevent
or enjoin any such  infringement or unauthorized  use of any of the Intellectual
Property Rights.

      7.4 Subject to the  limitation of liability set forth in Section 8 hereof,
Licensor shall defend,  indemnify and hold Licensee harmless against any and all
claims, suits, actions,  proceedings,  losses, damages,  liabilities,  costs and
expenses arising from, or attributable to, any allegation that Licensee's use of
the Brewing  Intangibles or the Intellectual  Property Rights in accordance with
the terms and conditions of this Agreement  infringes any copyright,  trademark,
trade secret,  patent or other  proprietary right of any third party existing in
the Territory.  Licensor's  indemnity  obligation,  as set forth in this Section
7.4,  shall be subject to the following  conditions:  (a) Licensee shall provide
Licensor  with timely  written  notice of any and all claims that are within the
scope  of  Licensor's  indemnity   hereunder;   (b)  Licensor  shall  be  solely
responsible  for the  defense,  settlement  and  discharge  of any and all  such
claims; and (c) Licensee shall furnish Licensor with such assistance as Licensor
shall  reasonably  request in  connection  with the defense,  settlement  and/or
discharge of any and all such claims.

      7.5 If the use of any of the Brewing  Intangibles,  Intellectual  Property
Rights or Confidential  Information is, or in Licensor's  reasonable  opinion is
likely  to be,  prohibited  by an order or  injunction  of a court of  competent
jurisdiction,  Licensor shall provide  written  notice thereof to Licensee,  and
Licensee  shall  immediately  cease all use of such of the Brewing  Intangibles,
Intellectual Property Rights or Confidential Information, as the case may be.




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<PAGE>

Section 8 - Limitation of Liability

      Neither party to this Agreement  shall be liable to the other party hereto
for any special, indirect,  consequential or incidental damages arising from, or
attributable  to, this  Agreement  and/or that  party's  performance  hereunder,
whether arising in contract, tort or by operation of law, even if that party has
been placed on notice of the possibility of such damages.


Section 9 - Term and Termination

      9.1 This Agreement shall become  effective on the Effective Date and shall
continue  in force  until the  expiration  or  termination  of the  Distribution
Agreement  dated 9 October,  1998 and any  amendments  thereto,  between  United
Breweries International and UBSN ("Distribution  Agreement"), a copy of which is
attached and incorporated by reference herein.  Expiration or termination of the
Distribution  Agreement  shall  be in  accordance  with  the  provisions  of the
Distribution Agreement and its amendments,  or in accordance with the provisions
of this Section 9.

      9.2 If a party hereto (the "breaching party") commits a material breach or
default  of any of its  obligations  hereunder,  the  other  party  hereto  (the
"non-breaching  party")  may give the  breaching  party  written  notice of such
breach or default and demand  that such breach or default be cured  immediately.
If the breaching  party fails to cure such breach or default  within thirty (30)
days after the date of the non-breaching  party's written notice hereunder,  the
non-breaching  party may  terminate  this  Agreement,  immediately  upon  giving
written  notice of  termination  to the  breaching  party.  Termination  of this
Agreement  in  accordance  with this  Section 9.2 shall not affect or impair the
non-breaching  party's right to pursue any legal remedy,  including the right to
recover  damages for all harm  suffered or incurred as a result of the breaching
party's breach or default hereunder.

      9.3 To the extent  permitted by applicable  law,  Licensor  shall have the
right to terminate this Agreement,  immediately upon providing written notice of
termination to the Licensee, if:

      (a)   Licensee goes into bankruptcy, voluntary or involuntary dissolution,
            is  declared  insolvent,  makes an  assignment  for the  benefit  of
            creditors,  or suffers the appointment of a receiver or trustee over
            all or substantially all of its assets or properties;

      (b)   Licensee  breaches any of its  obligations  under  Section 6 or 7 of
            this Agreement with respect to the Brewing Intangibles, Intellectual
            Property Rights or Confidential Information; or

      (c)   Licensee experiences a change of control or ownership any time after
            the Effective Date of this Agreement.

      9.4  Immediately  upon  termination  of  this  Agreement  for  any  reason
whatsoever,   Licensee   shall  cease  all  use  of  the  Brewing   Intangibles,
Intellectual  Property  Rights  and

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<PAGE>

Confidential Information, provided that Licensor may, at its sole option, permit
Licensee  to use such  Brewing  Intangibles,  Intellectual  Property  Rights and
Confidential  Information as Licensee  reasonably  requires to sell or otherwise
dispose of Licensee's existing inventory of the Products  brewed/manufactured by
Licensee hereunder.

      9.5 Subject to the provisions of Section 9.4 hereof, immediately after the
date of termination  hereof,  Licensee  shall return to Licensor or destroy,  at
Licensor's option, all copies of all Product promotional materials and documents
and other  materials  that  contain  or embody any of the  Brewing  Intangibles,
Intellectual  Property  Rights  or  Confidential  Information  that  are  in the
possession of Licensee as of the date of termination.

      9.6  Within  thirty  (30)  days  after  the  date of  termination  of this
Agreement,  Licensee  shall  provide  Licensor  with the report  provided for in
Section  4.6  hereof  for the  quarter in which  termination  of this  Agreement
occurs,  and shall  concurrently  tender all royalties  payable by Licensee with
respect to that  quarter and all other  amounts  payable by Licensee to Licensor
hereunder  which  have  accrued,  but  which  remain  unpaid  as of the  date of
termination.  Termination of this Agreement for any reason  whatsoever shall not
relieve Licensee of its obligations under Section 6, Section 7, or Section 10 of
this Agreement.

      9.7  Termination  of this  Agreement for any reason  whatsoever  shall not
relieve  Licensor of its obligations  under Section 7.3, Section 7.4 and Section
7.5 of this  Agreement.  Except in the event of termination of this Agreement by
Licensee,  due to a breach or  default by  Licensor,  upon  termination  of this
Agreement,  Licensor shall have no further  obligations  to Licensee  hereunder,
except as provided in this Section 9.

Section 10 - Compliance with Applicable Laws

      In the exercise of their  respective  rights and the  performance of their
respective  obligations  hereunder,  each party  hereto  shall  comply  with all
applicable laws, regulations and governmental orders of the Territory.

Section 11 - General Provisions

      11.1 Independent Contractors.  In the exercise of their respective rights,
and the performance of their respective  obligations  under this Agreement,  the
parties  are,  and  shall  remain,  independent  contractors.  Nothing  in  this
Agreement  shall be construed  (a) to  constitute  the parties as principal  and
agent,  partners,  joint  venturers,  or  otherwise as  participants  in a joint
undertaking,  or (b) to  authorize  either  party to enter into any  contract or
other  binding  obligation  on the part of the other party  hereto,  and neither
party shall represent to any third party that it is authorized to enter into any
such contract or other obligation on behalf of the other party hereto.

      11.2 Assignment. Neither party hereto shall have the right or the power to
assign any of its rights, or delegate the performance of any of its obligations,
under this Agreement without the prior written

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<PAGE>

authorization  of the other  party  hereto;  provided,  however,  that the prior
written  authorization  of Licensee shall not be required for Licensor to assign
any of its rights  and/or  delegate the  performance  of any of its  obligations
under this  Agreement  to any  existing or newly  formed/acquired  affiliate  of
Licensor.

      11.3 Notices. All notices,  reports and other  communications  between the
parties shall be sent by registered air mail, postage prepaid and return receipt
requested,  or by facsimile with a confirmation copy sent by registered air mail
to the address set forth at the  beginning  of this  Agreement  or to such other
addresses as the parties may designate by written notice from time to time. Each
such notice,  report, or other  communication shall be effective upon receipt by
the sender of  confirmation  of the delivery,  or where no such  confirmation is
possible, when received.

      11.4 Choice of Law and Forum. This Agreement, and any disputes arising out
of or in connection with this  Agreement,  shall be governed by and construed in
accordance with the laws of the State of California, U.S.A., excluding its rules
governing  conflicts of laws. The courts located within the State of California,
U.S.A. shall have exclusive  jurisdiction to adjudicate any disputes arising out
of or in  connection  with this  Agreement.  The parties  hereby  consent to the
personal  jurisdiction of the courts located in the State of California,  U.S.A.
for the  resolution of disputes  hereunder.  The  prevailing  party in any legal
proceeding brought by one party against the other party and arising out of or in
connection  with this Agreement shall be entitled to recover its legal expenses,
including court costs and reasonable attorneys' fees.

      11.5  Headings.  The subject  headings of this  Agreement are included for
purposes  of  convenience  only,  and  shall  not  affect  the  construction  or
interpretation of any provision of this Agreement.

      11.6 Counterparts.  This Agreement may be executed in several  duplicates,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

      11.7  Waivers.  The  failure  by either  party to assert any of its rights
hereunder,  including, but not limited to, the right to terminate this Agreement
due to a breach or default  by the other  party  hereto,  shall not be deemed to
constitute  a waiver by that party of its right  thereafter  to enforce each and
every provision of this Agreement in accordance with its terms.

      11.8 Entire  Agreement and Amendments.  This Agreement,  together with the
Exhibit attached hereto,  constitutes the entire agreement  between the parties,
and supersedes all prior agreements,  understandings and communications  between
the parties  with  respect to the subject  matter  hereof.  No  modification  or
amendment to this Agreement  shall be binding upon the parties unless in writing
and executed by the duly authorized representative of each of the parties.

      11.9 Severability. In the event that any provision hereof is found invalid
or unenforceable  pursuant to a final judicial decree or decision, the remainder
of this Agreement will remain valid and  enforceable  according to its terms. In
the event of such partial  invalidity,  the parties  shall seek in good faith to
agree on replacing any such legally invalid provisions with provisions which, in
effect,  will  most  nearly  and  fairly  approach  the  effect  of the  invalid
provisions.


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<PAGE>


      The parties hereto have caused this Agreement to be executed by their duly
authorized  representatives,  effective  as of the day and  year  first  written
above.


                                    UBSN LIMITED

                                    By:     Signed
                                                  ----------------------------

                                    Name:   David Townshend
                                                           -------------------

                                    Title:  Director
                                                    --------------------------


                                    MENDOCINO BREWING COMPANY, INC.

                                    By:     Signed
                                                  ----------------------------

                                    Name:   N. Mahadevan
                                                        ----------------------

                                    Title:  Chief Financial Officer.
                                                                    ----------



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<PAGE>


                                   EXHIBIT 5.1

                                Royalty Schedule

Pursuant to Section 5.1 of the Agreement,  Licensee shall pay Licensor a royalty
equal to US $0.80  (Eighty  United  States  Cents) for each case of the  Product
brewed/manufactured  and sold by Licensee  hereunder.  The Royalty payment shall
accrue and payment deferred until the calendar quarter ending, March 31, 2003.



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