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                                                                     Exhibit 4.2

                    AMENDED, RESTATED AND CONSOLIDATED NOTE

         $455,617.58

               This Amended, Restated and Consolidated Note ("Note") is made
         this 21st day of January, 1999 by RED BELL BREWING COMPANY
         ("BORROWER"), WITH an address at 3100 West Jefferson Street,
         Philadelphia, Pennsylvania 19121, in favor of First Union National
         Bank, successor by merger to Core Bank, N.A. ("Bank"),with an address
         at 123 South Broad Street, Philadelphia, Pennsylvania 19109.

                                   WITNESSETH


            WHEREAS, Borrower established certain financing arrangements with
         Bare and incurred certain indebtedness to Bank pursuant to that certain
         Master Demand Note executed by Borrower and dated January 26, 1996 in
         the principal amount of Three Hundred Ninety-Three Thousand Dollars
         ($393,000.00) ("First Bank Note"), that certain Commercial Promissory
         Note executed by Borrower and dated March 1, 1996 in the principal
         amount of Five Hundred Thousand Dollars ($500,000.00) ("Second Bank
         Note"), that certain Master Demand Note executed by Borrower and dated
         April 25, 1996 in the principal amount of Three Hundred Eighty-Six
         Thousand Dollars ($386,000.00) ("Third Bank Note"), and that certain
         Master Demand Note executed by Borrower and dated April 25, 1996 in
         the principal amount of Five Hundred Six Thousand Three Hundred
         Sixty-Two Dollars ($506,362.00) ("Fourth Bank Note") (collectively
         along with all amounts due and owing hereunder and/or any instrument,
         agreement or document related hereto, including without limitation that
         certain Guaranty dated August 20, 1996 and executed by the Borrower in
         connection with loans, made to Red Bell Brewery and Pub Company, the
         "Obligations").


            WHEREAS, in connection with the establishment of the Obligations,
         James R. Bell ("Guarantor") executed that certain Guaranty dated
         January 12, 1996 in favor of Bank.


            WHEREAS, the Obligations are secured by the real property described
         in that certain Open End Mortgage dated January 12, 1996 and executed
         by Borrower and PIDC Financing Corporation ("PIDC") in favor of Bank as
         security for the indebtedness incurred in connection with First Bank
         Note ("First Bank Mortgage"), that certain Open End Mortgage dated May
         2, 1996 and executed by Borrower and PIDC in favor of Bank as security
         for the indebtedness incurred in connection with Second Bank Note
         ("Second Bank Mortgage"), that certain Open End Mortgage dated May 2,
         1996 and executed by Borrower and PIDC in favor of Bank as security for
         the indebtedness incurred in connection with Third Bank Note ("Third
         Bank Mortgage"), that certain Open End Mortgage dated May 2, 1996 and
         executed by Borrower and PIDC in favor of Bank as security for the
         indebtedness incurred in connection with Fourth Bank Note ("Fourth Bank
         Mortgage") (collectively, the "Mortgages").


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            WHEREAS, Bank agreed to subordinate the Mortgages to the liens of
         certain real property mortgages as furthered described in that certain
         Mortgage Subordination Agreement dated January 28, 1998 by and among
         Borrower, PIDC, the Commonwealth of Pennsylvania acting by and through
         the Department of Community and Economic Development, and Bank.

            WHEREAS, Borrower has established certain financing arrangements
         with the United States Small Business Administration ("SBA") pursuant
         to the SBA 504 Loan Program ("SBA Loans"). The proceeds of the SBA
         Loans will be applied to the Obligations by repaying the principal
         amounts outstanding under the Third Bank Note and the Fourth Bank Note.


            NOW, THEREFORE, with the foregoing incorporated by reference and
         made a part hereof and intending to be legally bound, the undersigned
         agrees as follows:

            Borrower acknowledges and agrees that upon the application of the
         proceeds of the SBA Loan in the sum of Eight Hundred Ninety-Two
         Thousand Three Hundred Sixty-Two Dollars ($892,362.00) to the
         Obligations and upon the advancing by Bank of One Hundred Twenty
         Thousand Dollars ($120,000.00) on Borrower's behalf directly to certain
         third parties to repay amounts owing by Borrower to taxing authorities,
         Borrower shall be absolutely and unconditionally obligated to repay
         Bank the principal sum of Four Hundred Fifty-Five Thousand Six Hundred
         Seventeen and 58/100 Dollars ($455,617.58), representing the remaining
         balance under the First Bank Note and the Second Bank Note, the
         advances referenced above, accrued and unpaid interest on the
         Obligations, and legal fees and expenses incurred through. January 15,
         1999. Upon receipt of the proceeds of the SBA Loan, Bank shall release
         Borrower from its liabilities and obligations under the Third Bank Note
         and the Fourth Bank Note and shall satisfy of record the Third Bank
         Mortgage and Fourth Bank Mortgage. Borrower acknowledges and agrees
         that the acceptance by Bank of such partial payment of the Obligations
         shall not represent a release or satisfaction of the liabilities and
         obligations of Borrower to Bank, or constitute a waiver of any rights
         and/or remedies available to Bank, all of which are expressly reserved
         by Bank, pursuant to the loan documentation (including, but not limited
         to, the First Bank Note, the Second Bank Note, the First Bank Mortgage,
         the Second Bank Mortgage and the Guaranty) and/or at law or equity.

            Borrower hereby promises to pay to the order of Bank, in lawful
         money of the United States of America in immediately available funds at
         Bank's offices as set forth above (or at such other address as Bank may
         designate to Borrower from time to time) the principal sum of Four
         Hundred Fifty-Five Thousand Six Hundred Seventeen and 58/100 Dollars
         (5455,617.58), together with interest accruing on the outstanding
         principal balance from the date hereof.

            Amounts outstanding under this Note will bear interest at Nine and
         One-Half Percent (9 1/2 %) per annum. Interest will be calculated on
         the basis of a year of 360 days counting the actual number of days
         elapsed.


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            Principal shall be due and payable in 60 consecutive monthly
         installments comprised of 59 equal installments in the amount of
         $7,593.62 each, commencing on March 1, 1999, and continuing on the
         first day of each month thereafter and a 60th installment comprised of
         all outstanding principal, accrued and unpaid interest, fees, costs and
         expenses due and payable in full on or before February 1, 2004.
         Interest on the outstanding principal amount hereunder shall be payable
         at the same time as the principal payments. If any payment under this
         Note shall become due on a Saturday, Sunday or public holiday, such
         payment shall be made on the next succeeding business day and such
         extension of time shall be included in computing interest in connection
         with such payment. Borrower hereby authorizes Bank to charge Borrower's
         deposit account at the Bank for any payment when due hereunder. So long
         as no Event of Default (as defined below) has occurred, payments
         received will be applied first to accrued and unpaid interest, second
         to charges, fees and expenses (including attorneys' fees), and third to
         principal. Upon the occurrence of an Event of Default (as defined
         below), payments received may be applied in any order Bank may choose,
         in its sole discretion.

            In addition to amounts due and owing under this Note, Borrower will
         pay promptly upon demand of Bank all reasonable costs, fees and
         expenses of Bank in connection with the analysis, negotiation,
         preparation, execution, administration and delivery of this Note and
         related instruments, agreements or documents referred to herein and
         therein and any amendment, amendment and restatement, supplement,
         waiver or consent relating hereto or thereto, and in connection with
         the enforcement of any Obligations of, or the collection of any
         payments owing from, Borrower, Guarantor or any other guarantor under
         this Note and/or related instruments, agreements or documents, or
         protection or defense of the rights of Bank under this Note and/or
         related instruments, agreements or documents.

            Notwithstanding any provision contained herein to the contrary, the
         entire amount of the Obligations shall be due and payable upon a public
         offering of the stock of Borrower or any affiliated entity, or upon
         sale or transfer of substantially all of the assets of Borrower, or
         upon a transaction (whether by merger, sale of stock or otherwise)
         which results in a change of control (with respect to the ability to
         elect a majority of the board of directors) of Borrower or any
         affiliated entity to an unrelated third parry.

            If Borrower fails to make any payment of principal, interest or
         other amount coming due pursuant to the provisions of this Note within
         ten calendar days of the date due and payable, Borrower also shall pay
         to Bank a late charge equal to five percent (5%) of the amount of such
         payment. Such ten day period shall not be construed in any way to
         extend the due date of any such payment. The late charge is imposed for
         the purpose of defraying Bank's expenses incident to the handling of
         delinquent payments and is in addition to, and not in lieu of, the
         exercise by Bank of any rights and remedies hereunder, under the other
         loan documents or under applicable laws, and any fees and expenses of
         any agents or attorneys which Bank may employ. Upon maturity, whether
         by acceleration, demand or otherwise, and at the option of Bank upon
         the occurrence of any Event of Default (as hereinafter defined) and
         during the continuance thereof, this Note shall bear interest at a rate
         per annum (based on a year of 360 days and actual days

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         elapsed) which shall be 3 percentage points (3 %) in excess of the
         interest rate otherwise in effect under this Note but not more than the
         maximum rate allowed by law ("Default Rate"). In no event shall the
         amount of interest paid or agreed to be paid to Bank hereunder exceed
         the highest lawful rate permissible under any law which a court of
         competent jurisdiction may deem applicable hereto. In such event, the
         interest rate shall automatically be reduced to the maximum rate
         permitted by such law and Bank may set-off any excess received from
         Borrower. Interest shall continue to accrue on all amounts outstanding
         under this Note and be paid at the applicable rate (which may include
         the Default Rate) even after default, maturity, acceleration, judgment,
         bankruptcy, insolvency proceedings of any kind, or the happening of any
         other event or occurrence.

            This Note amends, restates and consolidates, but does not extinguish
         the indebtedness evidenced by the First Bank Note and the Second Bank
         Note and is secured by the First Bank Mortgage and the Second Bank
         Mortgage and by such other collateral as has previously been or may in
         the future be granted to Bank to secure the Obligations.

            Borrower shall be absolutely and unconditionally obligated to repay
         Bank and agrees that it has no defense, set-off, recoupment, claim
         and/or counterclaim against Bank, its officers, directors, employees,
         agents or attorneys with respect to the Obligations or related
         instruments, agreements or documents, all of which, except as expressly
         modified herein, remain in full force and effect. To the extent that
         the provisions of this Note are expressly inconsistent with the
         provisions of the loan documents, the provisions of this Note shall
         control. Borrower ratifies and confirms its obligations under the First
         Bank Note and the Second Bank Note (each as hereby amended, restated
         and consolidated) and related instruments, agreements and documents and
         agrees that the execution and delivery of this Note does not in any way
         diminish or invalidate any of Borrower's obligations thereunder.
         Borrower reconfirms the liens and security interests granted to Bank in
         and to the collateral as defined in and pursuant to certain security
         agreements executed in connection with the Obligations (including, but
         not limited to, that certain Security Agreement dated January 12, 1996
         and executed by Borrower in favor of Bank), the First Bank Mortgage and
         the Second Bank Mortgage.

            So long as Borrower is indebted to Bank, Obligors (as defined
         below) shall deliver, or shall cause to be delivered, to Bank the
         following (all to be in form and substance satisfactory to Bank in its
         sole discretion): (i) within ninety (90) days after the end of each
         fiscal year of Borrower, the audited annual financial statement of
         Borrower; (ii) within forty five (45) days after the end of each fiscal
         quarter, the quarterly financial statement of Borrower, certified by
         Borrower's chief financial officer; (iii) within ninety (90) days after
         the end of each calendar year, the annual personal financial statement
         of the Guarantor and any other guarantor; (iv) such data, reports,
         statements and information, financial or otherwise, as Bank may
         request; (v) immediately upon becoming aware of the existence of any
         Event of Default under this Note, a written notice specifying the
         nature and period of existence thereof and what action Obligors are
         taking (and propose to take) with respect thereto; and (vi) immediately
         upon receipt by any Obligor, a copy of any notice of default given to
         any Obligor by any creditor for borrowed money or any notice

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         of default under any contract to which any Obligor is a party if such
         default could result in a material adverse change in the business,
         assets, operations, financial condition or results of operations of any
         Obligor or any affiliated entity of Borrower.

            The occurrence of any of the following events will be deemed to be
         an "Event of Default" under this Note: (i) the nonpayment of any
         principal, interest or other indebtedness under this Note when due;
         (ii) the occurrence of any event of default or default and the lapse of
         any notice or cure period under any loan document or any other debt,
         liability or obligation to Bank of any Obligor or any affiliated entity
         of Borrower; (iii) the filing by or against any Obligor or any
         affiliated entity of Borrower of any proceeding in bankruptcy,
         receivership, insolvency, reorganization, liquidation, conservatorship
         or similar proceeding (and, in the case of any such proceeding
         instituted against any Obligor or any affiliated entity of Borrower,
         such proceeding is not dismissed or stayed within thirty (30) days of
         the commencement thereof); (iv) any assignment by any Obligor or any
         affiliated entity of Borrower for the benefit of creditors, or any
         levy, garnishment, attachment or similar proceeding is instituted
         against any property of any Obligor or any affiliated entity of
         Borrower held by or deposited with Bank; (v) a default with respect to
         any other indebtedness of any Obligor or any affiliated entity of
         Borrower for borrowed money, if the effect of such default is to cause
         or permit the acceleration of such debt; (vi) the failure of any
         Obligor or any affiliated entity of Borrower to observe or perform any
         other existing or future agreement with Bank of any nature whatsoever;
         (vii) the commencement of any foreclosure or forfeiture proceeding,
         execution or attachment against any collateral securing the obligations
         of any Obligor to Bank; (viii) the entry of a final judgment against
         any Obligor and the failure of such Obligor to discharge the judgment
         within ten (10) days of the entry thereof; (ix) any material adverse
         change in the business, assets, operations, financial condition or
         results of operations of any Obligor as determined by Bank; (x)
         Borrower ceases doing business as a going concern; (xi) the revocation
         or attempted revocation, in whole or in part, of any guarantee by any
         guarantor; (xii) the death or legal incompetency of any individual
         Obligor or, if any Obligor is a partnership, the death or legal
         incompetency of any individual general partner; (xiii) any
         representation or warranty made by any Obligor to Bank in any loan
         document, or any other documents now or in the future securing the
         obligations of any Obligor to Bank, is false, erroneous or misleading
         in any material respect; (xiv) any certificate, financial statement or
         other information made or given by any Obligor to Bank is materially
         incorrect or misleading; (xv) the failure of any Obligor to observe or
         perform any covenant or other agreement with Bank contained in any Loan
         Document or any other documents now or in the future securing the
         obligations of any Obligor to Bank; (xvi) the failure of Borrower to
         remit promptly when due to the appropriate government agency or
         authorized depository, any amount collected or withheld from any
         employee of Borrower for payroll taxes, Social Security payments or
         similar payroll deductions; (xvii) the attempt by any Obligor to
         terminate or disclaim such Obligor's liability for the Obligations; or
         (xviii) the failure of any Obligor to provide such financial and other
         information promptly when requested by Bank. As used herein, the term
         "Obligor" means Borrower and any guarantor, and the term guarantor
         means the Guarantor and/or any other guarantor of the obligations of
         Borrower to Bank existing on the date of this Note or arising in the
         future.

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            Upon the occurrence of an Event of Default: (a) as specified in
         clause (iii) or (iv) above, the outstanding principal balance and
         accrued interest hereunder together with any additional amounts payable
         hereunder shall be immediately due and payable without demand or notice
         of any kind; (b) other than as specified in clause (iii) or (iv) above,
         the outstanding principal balance and accrued interest hereunder
         together with any additional amounts payable hereunder, at the option
         of Bank and without demand or notice of any kind, may be accelerated
         and become immediately due and payable; (c) at the option of Bank, this
         Note will bear interest at the Default Rate from the date of the
         occurrence of the Event of Default; and (d) Bank may exercise from
         tune to time any of the rights and remedies available to Bank under
         this Note, the loan documents (including, but not limited to, the First
         Bank Mortgage, the Second Bank Mortgage and the Guaranty) or under
         applicable law. Bank may exercise its rights and remedies in any order
         and may, at its option, delay in or refrain from exercising some or all
         of its rights and remedies without prejudice thereto.

            BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER
         THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR
         BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A
         SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF BANK OR ANY HOLDER
         HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED
         INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF
         SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF FIVE PERCENT (5%)
         OF SUCH PRINCIPAL AND INTEREST OR $1,000 ADDED AS A REASONABLE
         ATTORNEY'S FEE, AND FOR DOING SO, THIS NOTE OR A COPY VERIFIED BY
         AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES
         AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL
         AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF
         ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH
         JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE.

            NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A
         SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR
         NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID,
         VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY
         BE EXERCISED FROM TIME TO TIME AS OFTEN AS BANK SHALL ELECT UNTIL SUCH
         TIME AS BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST
         AND COSTS.

            No delay or omission of Bank to exercise any right or power arising
         hereunder shall impair any such right or power or be considered to be a
         waiver of any such right or power, nor shall Bank's action or inaction
         impair any such right or power. Borrower agrees to pay on demand, to
         the extent permitted by law, all costs and expenses incurred by Bank in
         the enforcement of its rights in this Note and in any security
         therefor, including without limitation reasonable fees and expenses
         of Bank's counsel. If any provision of this Note is found to be invalid
         by a court, all the other provisions of this Note will remain in full
         force and effect. Borrower and all other makers and indorsers of this
         Note hereby forever waive presentment, protest, notice of dishonor and
         notice of non-payment. Borrower also waives all defenses based on
         suretyship or impairment of collateral. This Note shall bind Borrower
         and its heirs, executors, administrators, successors and


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         assigns, and the benefits hereof shall inure to the benefit of Bank and
         its successors and assigns.



            This Note has been delivered to and accepted by Bank and will be
         deemed to be made in the Commonwealth of Pennsylvania. THIS NOTE WILL
         BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF BANK AND BORROWER
         DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
         PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. Borrower hereby
         irrevocably consents to the exclusive jurisdiction of any state or
         federal court for the county or judicial district where Bank's office
         indicated above is located, and consents that all service of process be
         sent by nationally recognized overnight courier service directed to
         Borrower at Borrower's address set forth herein and service so made
         will be deemed to be completed on the business day after deposit with
         such courier; provided that nothing contained in this Note will prevent
         Bank from bringing any action, enforcing any award or judgment or
         exercising any rights against Borrower individually, against any
         security or against any property of Borrower within any other county,
         state or other foreign or domestic jurisdiction. Borrower acknowledges
         and agrees that the venue provided above is the most convenient forum
         for both Bank and Borrower. Borrower waives any objection to venue and
         any objection based on a more convenient forum in any action instituted
         under this Note.

            BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS BORROWER MAY HAVE TO
         A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE
         RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS
         NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. BORROWER
         ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

            Borrower acknowledges that it has read and understood all the
         provisions of this Note, including the confession of judgment and
         waiver of jury trial, and has been advised by counsel as necessary or
         appropriate.

            This Note may be executed in any number of counterparts, each of
         which shall constitute an original and all of which when taken together
         shall constitute one and the same instrument.


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            IN WITNESS WHEREOF, and intending to be legally bound hereby, the
         undersigned has executed these presents the day and year first above
         written.



                                                  Red Bell Brewing Company

                                                  By: /s/ Robert T. Huttick V.P.
                                                      --------------------------
                                                  Name: Robert T. Huttick V.P.
                                                        ------------------------
                                                  Title: Vice-President
                                                        ------------------------

Agreed and acknowledged,
and intending to be legally bound:

/s/ James R. Bell
---------------------------
James R. Bell, as Guarantor


Accepted:


First Union National Bank,
(successor by merger to CoreStates Bank, N.A.)

By: /s/ James D. Brett
----------------------
Name: James D. Brett
----------------------
Title: Vice President
----------------------


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