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                           CANCRO CONSULTANT AGREEMENT

         This Agreement, made and entered on this 25th day of September, 2001 by
and between RED BELL BREWING COMPANY, a corporation organized and existing under
the laws of the Commonwealth of Pennsylvania (hereinafter referred to as the
"COMPANY") party of the first part, and JAMES T. CANCRO, an adult individual
resident of Pennsylvania (hereinafter referred to as "Employee"), party of the
second part.

         WHEREAS, Company desires to secure from Employee an employment
agreement and Employee desires to provide Company with such agreement for
consideration.

         NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto, intending to be legally bound, agree as follows:

 1.      POSITION

         A.       Position Description: Employee agrees to be engaged by
                  Company as a Brewery and Production Engineer consultant and to
                  serve as a Director on the Company's Board of Directors.
                  Employee agrees to provide the below described services to
                  Company:

         B.       Employee's Efforts and Availability: Consultant agrees to
                  devote 10% of his business time, attention and efforts to
                  carrying out the business of the Company and promoting and
                  furthering the business of the Company. Consultant shall
                  assist the Company in the design, engineering, purchase and
                  installation of all brewery or brewpub related brewing
                  equipment. Consultant shall assist the Company in recipe
                  formulation, product quality assurance and standard operating
                  procedure controls.

 2.      TERM

         This Agreement shall be effective when signed by the parties hereto and
shall remain effective for a term of five (5) years or unless sooner terminated
by Employee or by Company for good cause as defined in paragraph 5.

 3.      COMPENSATION

         Company shall compensate Employee for his services (as described in
Paragraph 1 above entitled POSITION) as follows:

         A.       Stock: Company shall issue to Employee, on the first business
                  day of each calendar year that this agreement is in place (the
                  first such year being January 1, 2002), 65,000 registered
                  options for Company stock with a strike price of 10 cents.

4.       GUARANTEE OF COMPANY REGARDING SUCCESSOR COMPANY

         A.       In addition to the corporation's ongoing obligation to
                  continue to cause the options of the employee to vest even
                  after the termination of Employee's employment, the
                  Corporation hereby represents to and covenants with the
                  Employee that it shall guarantee that the terms of this
                  Agreement shall survive any transfer of ownership or control
                  of the Company such that this Agreement shall also apply to
                  and bind each and every successor entity of the Company.
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5.       DEFAULT/REMEDIES

         A.       In the event of any breach of this Agreement, the Employee
                  shall have full rights to injunctive relief and an equitable
                  accounting of all diminution of salary, stock or benefits
                  arising out of such a violation, in addition to any other
                  existing rights, including the right to attorneys' fees and
                  costs expended to enforce the terms of this Agreement and
                  interest thereon, without requirement of posting bond. The
                  occurrence of any of the following events shall constitute a
                  breach and shall therefore permit the non-breaching party, at
                  its option and without prejudice to any other rights or
                  remedies provided for hereunder, or by law or equity, to
                  terminate this Agreement:


                  1.       If Employee violates any law, ordinance, rule or
                           regulation of a governmental agency in connection
                           with the performance of his employment
                           responsibilities hereunder (misdemeanors and traffic
                           violations excepted);

                  2.       Gross breach of any of Employee's obligations of
                           employment and/or failure to carry out the duties
                           assigned to him. Mere negligence shall not suffice;

                  3.       Breach of any of Company's obligations hereunder;

                  4.       Arrest or conviction of Employee for Theft;

                  5.       Use by Employee of any prohibited substances;

                  6.       Conviction by Employee of any felony;

                  7.       If either party violates any other term or condition
                           of this Agreement and fails to cure such violation
                           within thirty (30) days after written notice from the
                           non-breaching party requiring the allegedly violating
                           party to cure same.

6.       TERMINATION

           This Agreement may be terminated at any time upon one month's notice
by the Employee. It may only be terminated by the Company for good cause. In the
event the Company terminates the agreement, the Employee shall continue to
receive all of the Salary described in Paragraph 3a. However, if the Consultant
shall terminate this Agreement or fail materially to perform under this
Agreement, then, the Salary so defined in Paragraph 3a shall be paid only in the
amount earned by the date of resignation.




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         If the Company shall terminate the Employee and it is judicially
determined that said termination does not meet the standard of "good cause" then
the Company shall reimburse the Employee all fees, including attorney's fees,
and costs incurred by the Employee in a suit based upon said termination.

         If the Employee shall terminate his employment, then he shall be
prohibited from competing with the Company within the industry or similar type
wihin a radius of 75 miles from the nearest Company property following such
termination for a period of one year.

7.       APPLICABLE LAW

         The terms and provisions of this contract shall be construed in
accordance with the substantive law of the Commonwealth of Pennsylvania.

8.       ASSIGNMENT

         Neither this Agreement nor the rights or obligations of a party hereto
may be assigned or alienated in whole or in part without the express written
consent of all parties. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their successors and assigns.

9.       WAIVER

         The failure of either party to insist on performance of any provision
of this Agreement shall not be construed as a waiver of that provision in any
later instance.


10.      MODIFICATION

         This Agreement may not be modified or terminated orally. No claimed
modification, termination or waiver of any of its provisions shall be valid
UNLESS in writing signed by a duly authorized representative of Company.

11.      NOTICES

         Unless otherwise specifically provided hereunder, any notice, consent
or other communication required or permitted to be given by any provision of
this Agreement shall be in writing and shall be deemed to have been duly and
properly given or served for any purpose only if delivered personally with
receipt acknowledged or sent by registered or certified mail, return receipt
requested, postage and charges prepaid and addressed to the appropriate party,
or via facsimile, with the sending facsimile machine printing a journal
evidencing receipt by the receiving facsimile, as follows:

                                 If to COMPANY:

                            Red Bell Brewing Company
                               3100 Jefferson St.
                             Philadelphia, PA 19121


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                                 If to EMPLOYEE:
                                  James Cancro
                             927 B Hardcock Street
                             Philadelphia, PA 19123


         The above-designated address for each party may be changed by written
notification to the other party.

12.      CAPTIONS

         The captions of the Paragraphs and Subparagraphs of this Agreement are
for convenience of reference only and shall not affect in any way the meaning or
interpretation of this Agreement or any of the provisions hereof.

13.      SEVERABILITY

         If any term, condition, clause or provision of this Agreement shall be
determined or declared to be void or invalid in law or otherwise, then only that
term, condition, clause or provision shall be stricken from this Agreement and
in all other respects this Agreement shall be valid and continue in full force,
effect and operation. Likewise, the failure of any party to meet its obligations
under any one or more of the Paragraphs herein, with the exception of the
satisfaction of the conditions precedent, shall in no way avoid or alter the
remaining obligations of the parties.

14.      INTEGRATION

         This document is intended by the parties as the final written
expression of the terms included herein and is the complete and exclusive
statement of their Agreement on the subjects governed hereby. There are no
representations or warranties other than those expressly set forth herein. These
terms may not be contradicted by evidence of any prior Agreement or of a
contemporaneous oral Agreement and may only be explained or supplemented by a
writing signed by an authorized representative of both parties.


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      IN WITNESS WHEREOF, each of the parties has executed this Agreement and
caused its respective seal to be affixed the day and year first above written.

                                   CONSULTANT:

WITNESS:

/s/ Martin Spellman                    /s/ James Cancro
-------------------------              ----------------------------------
Name:                                  Name:  James Cancro
Address:


WITNESS:                               Red Bell Brewing Company


/s/ Michael Farrell                By: /s/ James R. Bell
--------------------------             ----------------------------------
Name:                                  Name:  James R. Bell
Title:                                 Title: President