**CAPEX
      NOTE**




$650,000.00
            November
                16, 2006Minneapolis,
                Minnesota




FOR
      VALUE
      RECEIVED, the undersigned, MENDOCINO
      BREWING COMPANY, INC . , a
      California corporation and RELETA
      BREWING COMPANY LLC, a
      Delaware limited liability company (the " Borrowers "),
      JOINTLY AND SEVERALLY promise to pay to the order of MARQUETTE BUSINESS CREDIT,
      INC., a Minnesota corporation (the " Lender ),
      on the
      Termination Date, or other due date or dates determined under the Loan Agreement
      hereinafter referred to, the principal sum of SIX HUNDRED FIFTY THOUSAND AND
      NO/100 DOLLARS ($650,000.00), or if less, the then aggregate unpaid principal
      amount of the Capex Loans (as such term is defined in the Loan Agreement) as
      may
      be borrowed by the Borrowers under the Loan Agreement. All Capex Loans and
      all
      payments of principal thereon shall be recorded by the holder in its records
      which records shall be conclusive evidence of the subject matter thereof, absent
      manifest error.




The
      Borrowers further promise to pay to the order of the Lender interest on the
      aggregate unpaid principal amount hereof from time to time outstanding from
      the
      date hereof until paid in full at the rates per annum which shall be determined
      in accordance with the provisions of the Loan Agreement. Accrued interest shall
      be payable on the dates specified in the Loan Agreement.




All
      payments of principal and interest under this Note shall be made in lawful
      money
      of the United States of America in immediately available funds at the Lender's
      office at 1660 S. Hwy 100, Suite 146, Minneapolis, Minnesota 55416-1524, or
      at such other place as may be designated by the Lender to the Borrowers in
      writing.




This
      Note
      is a promissory note of the type referred to in Section
      3.5 of, and
      evidences indebtedness incurred under, that certain Loan and Security Agreement
      dated as of November 16, 2006 (together with all schedules and exhibits attached
      thereto, herein, as it may be amended, modified or supplemented from time to
      time, called the " Loan
      Agreement ")
      among
      the Borrowers and the Lender, to which Loan Agreement reference is made for
      a
      statement of the terms and provisions thereof, including those under which
      the
      Borrowers are permitted and required to make prepayments and repayments of
      principal of such indebtedness and under which such indebtedness may be declared
      to be immediately due and payable. Capitalized terms used but not otherwise
      defined herein shall have the meanings given in the Loan Agreement.




All
      parties hereto, whether as makers, endorsers or otherwise, severally waive
      presentment, demand, protest and notice of dishonor in connection with this
      Note.




This
      Note
      is made under and governed by the internal laws of the State of
      Minnesota.


MENDOCINO
                BREWING COMPANY,
              a
                California corporationBy:Its:




RELETA
                BREWING COMPANY LLC,
              a
                Delaware limited liability companyBy:Its:










**ACKNOWLEDGMENT**




State
      of
      California


County
      of
      _________________




On
      November ____, 2006 before me, _________________________, the
      _____________________ of MENDOCINO BREWING COMPANY, INC., a California
      corporation personally appeared _____________________________ personally known
      to me (or proved to me on the basis of satisfactory evidence) to be the
      person(s) whose name(s) is/are subscribed to the within instrument and
      acknowledged to me that he/she/they executed the same in his/her/their
      authorized capacity(ies), and that by his/her/their signature(s) on the
      instrument the person(s), or the entity upon behalf of which the person(s)
      acted, executed the instrument.






WITNESS
      my hand and official seal.









Signature
      _______________________________




(Seal)




**ACKNOWLEDGMENT**




State
      of
      California


County
      of
      _________________




On
      November ____, 2006 before me, ________________________, the
      _____________________ of RELETA BREWING COMPANY LLC, a New York limited
      liability company, personally appeared ______________________________ personally
      known to me (or proved to me on the basis of satisfactory evidence) to be the
      person(s) whose name(s) is/are subscribed to the within instrument and
      acknowledged to me that he/she/they executed the same in his/her/their
      authorized capacity(ies), and that by his/her/their signature(s) on the
      instrument the person(s), or the entity upon behalf of which the person(s)
      acted, executed the instrument.






WITNESS
      my hand and official seal.









Signature
      _______________________________




(Seal)