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                                                                   Page 45 of 55

                                  EXHIBIT 10-8

                               BUYER'S CERTIFICATE

         The undersigned, being the Sole Manager and President of St. Paul
Associates, LLC. ("ST. PAUL"), a New York limited liability company, hereby
certifies that:

         l.       Attached hereto as Exhibit A is a true and correct copy of
resolutions adopted by the members of St. Paul by unanimous written consent
dated as of April 30, 2004 and that said resolutions have not been amended,
changed or rescinded and are still in full force and effect.

         2.       All of the representations and warranties of Buyer contained
in the Note Purchase Agreement between GBC Liquidating Corp. and St. Paul
Associates, LLC of even date (the "AGREEMENT") are true and correct and all of
the covenants and conditions contained in such Agreement to be performed or met
by Buyer prior to Closing have been performed or met.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate this
25th day of May, 2004.

                                                /s/ Samuel T. Hubbard, Jr.
                                                -------------------------------
                                                Samuel T. Hubbard, Jr.
                                                Sole Manager and President

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                                                                   Page 46 of 55

                                    EXHIBIT A

1.   Election of Manager. Samuel T. Hubbard, Jr. is hereby elected as the sole
     Manager and the President of the Company, to serve at the pleasure of the
     Members. In addition, Michael Riordan is hereby elected Secretary and
     Treasurer of the Company, to serve at the pleasure of the Members.

2.   Purchase of GBC Liquidating Note. The Company is hereby authorized to
     purchase for $1,000,000 cash the Subordinated Promissory Note dated as of
     December 15, 2000 in the original principal amount of $4,500,000 executed
     by High Falls Brewing Company, LLC ("HFBC"), as Maker, and payable to the
     order of GBC Liquidating Corp. (formerly known as The Genesee Brewing
     Company, Inc.), provided, that such note is amended and restated to (i)
     reflect the items set forth in paragraphs (a) through (c) below, and (ii)
     to contain such other provisions as the officer executing same may deem
     necessary, appropriate or in the best interests of the Company:

         (a)      the principal amortization provisions shall be restructured to
         provide that the entire $4,000,000 principal balance of the amended and
         restated note shall be paid in 36 equal monthly payments commencing
         February 1, 2006.

         (b)      accrued but unpaid interest as of the date of the purchase
         shall be forgiven, except for the amount of $100,000, which shall no
         longer be payable under such Note but shall be payable by HFBC to GBC
         Liquidating Corp. pursuant to a separate agreement at such time as HFBC
         has the right to make principal and/or interest payments under the
         Investor Notes.

         (c)      all references to the Asset Purchase Agreement between The
         Genesee Brewing Company, Inc. and HFBC dated August 29, 2000, as
         amended, and all setoff and other rights related to such Agreement,
         shall be deleted from the amended and restated note.

3.   Conditional Forbearance. In connection with the note purchase described
     above, the Company shall be authorized to execute an agreement with HFBC
     pursuant to which the Company will agree that, after purchase of such note,
     the Company will not exercise default rights thereunder prior to August 31,
     2005 unless prior to that date, (i) a Subordinated Creditor Standstill
     under the Intercreditor Agreement is commenced with respect to the Cephas
     debt, (ii) Cephas takes action to enforce its debt against HFBC or (iii)
     the Intercreditor Agreement is terminated.

4.   The President and the Treasurer of the Company, and each of them, is hereby
     authorized to take such action and execute such documents as he may deem
     necessary, desirable or in the best interests of the Company in order to
     effectuate the note purchase transaction referred to above and his taking
     of any such action and his execution of any such documents shall be deemed
     conclusive evidence of his authority to do so.