FIFTH AMENDMENT TO
CONVERTIBLE PROMISSORY NOTE

      MENDOCINO BREWING COMPANY,
INC.

       

      This
Fifth Amendment to Convertible Promissory Note (this "Amendment") is effective
as of June 30, 2009 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 as amended by the Second
Amendment to Convertible Promissory Note effective December 31, 2006, the Third
Amendment to Convertible Promissory Note effective June 30, 2007 and the Fourth
Amendment to Convertible Promissory Note effective June 30, 2008, which provide
that the term of the Note made by the Company in favor of Holder was extended
until June 30, 2009.

       

      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, 2010 (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.


      
        
           


        

        
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      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:

                        	 	
                          Holder:

                        
	 
      	 	 
      
	
                          MENDOCINO
      BREWING COMPANY, INC.

                        	 	
                          UNITED
      BREWERIES OF AMERICA, INC.

                        
	
                          a
      California corporation

                        	 	
                          a
      Delaware corporation

                        
	 
      	 
      	 	 
      	 
      
	
                          By:

                        	
                          /s/
      N. Mahadevan

                        	 	
                          By:

                        	
                          /s/
      Harmohan Bedi

                        
	 
      	 
      	 	 
      	 
      
	
                          Name:

                        	
                           N.
      Mahadevan

                        	 	
                          Name:

                        	
                          Harmohan
      Bedi

                        
	 
      	 
      	 	 
      	 
      
	
                          Title:

                        	
                           Chief
      Financial Officer and Secretary

                        	 	
                          Title:

                        	
                          Director

                        


                

              

            

          

        

      


      
        
           


        

        
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