**SECOND****AMENDMENT TO CONVERTIBLE PROMISSORY NOTE**


**MENDOCINO
      BREWING COMPANY, INC.**




This
      Second Amendment to Convertible Promissory Note (this "Amendment") is effective
      as of December 31, 2006 by and between **United
      Breweries of America, Inc.,** a
      Delaware corporation ("Holder") and **Mendocino
      Brewing Company, Inc.** ,
      a
      California corporation (the "Company").




***RECITALS***




A.  The
      Company issued a convertible promissory note (the "Note") to Holder in the
      principal amount of Four Hundred Thousand Dollars ($400,000) dated March 2,
      2005.




B.  The
      Holder and the Company entered into the First Amendment to Convertible
      Promissory Note effective August 31, 2006, which provides that the term of
      the Note made by the Company in favor of Holder shall be extended until
      December 31, 2006.




C.  Subject
      to the terms and conditions of this Amendment, the parties now wish to further
      extend the term of the Note.




NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby agreed, the parties agree as follows:




1.  Extension
      of Term .
      The
      first sentence of Paragraph 1 of the Note is hereby amended and restated to
      read
      as follows:




"Mendocino
      Brewing Company, Inc., a California corporation having its principal office
      at
      1601 Airport Road, Ukiah, California 95482 and any successor (the "Company"),
      for value received, promises to pay to United Breweries of America, Inc., a
      Delaware corporation or to its registered successors or assigns (the "Holder")
      the principal sum of Four Hundred Thousand Dollars ($400,000.00) on presentation
      and surrender of this Convertible Note ("Note") on June 30, 2007 (the
      "Maturity Date"), and to pay interest on that principal sum at a rate equal
      to
      the lesser of (i) one and one-half percent (1.5%) per annum above the prime
      rate offered from time to time by the Bank of America in San Francisco,
      California, or (ii) ten percent (10%)."




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 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 Note and this Amendment, the terms of this Amendment shall govern.
      Except as set forth in this Amendment, the terms of the Note 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 Holder. 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 enforceability 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
              
              
              Holder:
                **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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