<PAGE>

                            STOCK TRANSFER AGREEMENT

         This is a STOCK TRANSFER AGREEMENT, dated November , 2001 (the
"Agreement") by and among Manayunk Ventures, Inc., a Pennsylvania corporation
("BUYER"), and Red Bell Brewing Company, a Pennsylvania corporation
("SHAREHOLDER"), for the transfer of the stock of Red Bell Brewery & Pub
Company-Manayunk, Inc., a Pennsylvania corporation ("CORPORATION").

                                   WITNESSETH:

         WHEREAS, SHAREHOLDER is the owner of all of the issued and outstanding
shares of the capital stock of CORPORATION, which consists of shares of common
stock, par value $__ per share (collectively, the "Stock"); and

         WHEREAS, CORPORATION is currently the tenant under a lease for certain
real property located at 4421 Main Street, Philadelphia, Pennsylvania, in the
Manayunk section of Philadelphia (the "Property"), and SHAREHOLDER is a
guarantor under said lease; and

         WHEREAS, CORPORATION is constructing upon and developing the Property
in order to operate a restaurant, brewpub and microbrewery at said location, in
conjunction with which CORPORATION owns certain furniture, fixtures and
equipment for use on the Property and has applied for a liquor license and such
other licenses as may be required to operate the intended business at the
Property; and

         WHEREAS, BUYER desires to acquire and SHAREHOLDER desires to sell,
assign and transfer to BUYER all of the Stock upon the terms and conditions set
forth in this Agreement (the "Transfer");

         NOW, THEREFORE, in consideration of the promises and of the respective
representations and warranties set forth in this Agreement, and of the covenants
and agreements contained herein, and intending to be legally bound hereby,
BUYER, CORPORATION, and SHAREHOLDER agree as follows:

         1.     SALE OF STOCK.

         Subject to the terms and conditions set forth in this Agreement:

         1.1    SHAREHOLDER hereby agrees: (a) at the Closing as defined in
         Paragraph 2 of this Agreement, to sell, assign and transfer the Stock
         to BUYER and BUYER agrees, at such Closing, to acquire such Stock; and
         (b) within 90 days of the execution of this Agreement to transfer to
         BUYER 500,000 shares of common stock in Red Bell Brewing Company (the
         "Parent Stock").

         1.2    SHAREHOLDER shall make such sale, transfer, assignment and
                delivery of:

                1.2.1 The Stock by delivering to the BUYER all certificates
                evidencing the Stock, free and clear of all liens, encumbrances
                or claims of others whatsoever, duly endorsed in blank or
                accompanied by appropriate instruments of transfer satisfactory
                to BUYER.

                1.2.2 The Parent Stock by delivering to the BUYER all
                certificates evidencing the Parent Stock, free and clear of all
                liens, encumbrances or claims of others whatsoever, duly
                endorsed in blank or accompanied by appropriate instruments of
                transfer satisfactory to BUYER.

<PAGE>

         1.3 BUYER will deliver the consideration for the stock to the
         SHAREHOLDER in the following manner:

                1.3.1 At Closing, immediately upon transfer of the Stock, BUYER
                will cause CORPORATION to execute and deliver to SHAREHOLDER a
                Guaranty, whereby CORPORATION will guaranty the obligations of
                SHAREHOLDER under (a) that Promissory Note and Security
                Agreement in favor of CDB Finance Corporation ("CDB Finance")
                dated April 27, 2001, as restated and supplemented on October 1,
                2001, in the principal amount of $245,323.00 (the "October 1
                Note"); (b) that restated Promissory Note and Security Agreement
                in favor of CDB Finance dated August 23, 2001, in the principal
                amount of $239,600.00 (the "August 23 Note"); and (c) that
                restated Promissory Note and Security Agreement in favor of CDB
                Finance dated August 5, 2001, in the principal amount of
                $63,100.00 (the "August 5 Note") (collectively, the "Notes").

                1.3.2 At Closing, immediately upon transfer of the Stock, BUYER
                will cause CORPORATION to execute and deliver to SHAREHOLDER a
                Management Agreement, in a form acceptable to the parties,
                between and among CORPORATION, SHAREHOLDER, and James R. Bell,
                individually.

         Provided, however, that the purchase price shall be subject to
         reduction in accordance with the provisions of Paragraph 9.3 of this
         Agreement.

         2.     CLOSING.

                The Closing under this Agreement shall take place at 3:00 p.m.
         at the offices of CDB Finance, on or before December 3, 2001. Closing
         may also take place at such other time and place as the parties shall
         mutually agree in writing.

         3. REPRESENTATIONS AND WARRANTIES OF CORPORATION AND SHAREHOLDER.

                CORPORATION and SHAREHOLDER hereby jointly and severally make
         the following representations and warranties, each of which is true and
         correct on the date hereof and will be true and correct on the Closing
         Date and each of which shall survive the Closing Date and the
         transactions contemplated hereby to the extent set forth in Paragraph 9
         hereof.

         3.1    Corporate Existence and Qualification. CORPORATION is a
         corporation duly organized, validly existing and in good standing under
         the laws of the Commonwealth of Pennsylvania and is duly qualified to
         conduct its business in the Commonwealth of Pennsylvania. CORPORATION
         has the corporate power and authority to own and use its properties and
         to transact the business in which it is engaged, and to enter into this
         Agreement and to consummate the transaction contemplated hereby.


                                       2
<PAGE>

         3.2    Capitalization. The entire authorized capital stock of
         CORPORATION consists of __ shares of Common Stock, /share par value.
         There are presently issued and outstanding __ shares of Common Stock,
         all of which are duly authorized, validly issued, fully paid and
         non-assessable and without restriction on the right of transfer thereof
         and which were issued in compliance with all applicable federal and
         state securities or "blue-sky" laws and regulations. The remaining
         authorized shares have never been issued. There are no outstanding
         warrants, options, contracts, calls, or other rights of any kind with
         regard to any authorized and unissued, or issued but not outstanding,
         shares of Common Stock or any other security of CORPORATION of any
         kind. SHAREHOLDER does not have any right or obligation to purchase or
         redeem any shares of Common Stock or any other security of CORPORATION
         of any kind.

         3.3    Title to Stock. SHAREHOLDER is the sole record and beneficial
         owner of the issued and outstanding shares of Common Stock and
         SHAREHOLDER has full right and title without any lien or encumbrance
         whatsoever to such shares and full and unrestricted right, power and
         authority to exchange, assign, transfer and deliver such shares, free
         and clear of claims, charges, equities, restrictions, pledges, liens or
         encumbrances of any kind. SHAREHOLDER acquired such shares legally and
         without knowledge or notice of any infirmity with respect to such
         shares. Each of the certificates representing such shares is in the
         form approved by the Board of Directors of CORPORATION and has been
         duly executed by the Officers of CORPORATION authorized to execute the
         same and bears the corporate seal of CORPORATION, duly affixed hereto
         by an authorized officer of CORPORATION. There are no restrictions as
         to the transferability of such shares.

         3.4    Authorization of Transaction. SHAREHOLDER has full power and
         authority (including full corporate power and authority) to execute and
         deliver this Agreement and to perform its obligations hereunder. This
         Agreement constitutes the valid and legally binding obligation of
         SHAREHOLDER, enforceable in accordance with its terms and conditions.
         SHAREHOLDER need not give any notice to, make any filing with, or
         obtain any authorization, consent, or approval of any government or
         governmental agency in order to consummate the transactions
         contemplated by this Agreement. SHAREHOLDER holds of record and owns
         beneficially all the Shares in CORPORATION, free and clear of any
         restrictions on transfer (other than any restrictions under the
         Securities Act and state securities laws), taxes, security interests,
         options, warrants, purchase rights, contracts, commitments, equities,
         claims, and demands.

         3.5    Agreement Legal and Authorized. The execution and delivery of
         this Agreement does not, and the consummation by SHAREHOLDER of the
         transactions contemplated herein and the fulfillment by SHAREHOLDER of
         the terms, conditions, and provisions hereof, will not:

                3.5.1 conflict with, or result in a breach of, any of the terms,
                conditions or provisions of, or constitute a default under
                Articles of Incorporation or Bylaws or any agreement or other
                instrument to which CORPORATION or SHAREHOLDER are a party or by
                which any of CORPORATION'S properties or assets are bound, or
                grant any other party the right to terminate an agreement with
                CORPORATION;


                                       3
<PAGE>

                3.5.2 conflict with, violate or result in a breach of any law,
                administrative regulation or court decree applicable to
                CORPORATION or the SHAREHOLDER;

                3.5.3 result in the creation or imposition of any lien, charge
                or encumbrance of any nature upon any of the properties or
                assets of CORPORATION or upon outstanding CORPORATION Stock
                except as provided herein.

         3.6    Valid and Binding Obligation. CORPORATION has the right, power,
         legal capacity and authority to enter into and perform its obligations
         under this Agreement. The execution, delivery and performance of this
         Agreement have been duly authorized by all necessary corporate action
         on the part of the CORPORATION. This Agreement constitutes a valid,
         binding and enforceable obligation of CORPORATION and of the
         SHAREHOLDER.

         3.7    Financial Statements. The financial statements of CORPORATION,
         appearing as Schedule 3.7 are true, complete and correct, have been
         prepared in conformity with generally accepted accounting principles
         consistently maintained and applied, and present fairly the financial
         position of CORPORATION at the respective dates indicated, and do not
         omit to state or reflect any material fact concerning CORPORATION
         required to be stated or reflected therein or necessary to make the
         statements therein not misleading.

         3.8    Events Subsequent to Financial Statements. Since the date of the
         financial statements appearing as Schedule 3.7, there has been no, and
         there has been no threatened or anticipated:

                (a) change in the financial condition, assets, liabilities,
         prospects or business of CORPORATION;

                (b) damage, destruction or loss (whether or not covered by
         insurance) materially adversely affecting the business, prospects or
         any property of CORPORATION or any material deterioration in the
         operating condition of CORPORATION'S assets;

                (c) declaration, setting aside or payment of a dividend, return
         of capital or other distribution in respect of any of CORPORATION'S
         capital stock, or any direct or indirect redemption, purchase or other
         acquisition of any capital stock or securities convertible into or
         exchangeable for such capital stock;

                (d) lockout, labor trouble or any event or condition of any
         character materially adversely affecting the business, properties or
         prospects of CORPORATION;

                (e) mortgage or pledge of or creation of any other lien, claim
         or encumbrance with respect to any of CORPORATION'S assets, whether
         tangible or intangible;

                (f) making or authorization of any capital expenditures in
         excess of $ ____;

                (g) cancellation or waiver of any right material to the
         operation of CORPORATION'S business or any cancellation or waiver of
         any debts or claims of substantial value or any cancellation or waiver
         of any debts or claims against any affiliate of CORPORATION;

                (h) sale, transfer or other disposition of any assets of
         CORPORATION, except sales of assets in the ordinary course of business;

                (i) payment, discharge or satisfaction of any liability or
         obligation (whether accrued, absolute, contingent or otherwise) by
         CORPORATION, other than the payment, discharge or satisfaction, in the
         ordinary course of business, of liabilities or obligations shown or
         reflected on the financial statement attached hereto or incurred in the
         ordinary course of business since the date thereof;


                                       4
<PAGE>

                (j) adverse change or any threat of any adverse change in
         CORPORATION'S relations with, or any loss or threat of loss of, any of
         CORPORATION'S important suppliers, vendors, or contractors;

                (k) change by CORPORATION in the method of accounting or keeping
         its books of record or accounting practices;

                (l) creation, incurrence, assumption or guarantee by CORPORATION
         of any obligations or liabilities (whether absolute, accrued,
         contingent or otherwise and whether due or to become due), except in
         the ordinary course of business or any creation, incurrence, assumption
         or guarantee by CORPORATION of any indebtedness for money borrowed;

                (m) disposition of or failure to keep in effect any rights in,
         to or for the use of any material patent, trademark, service mark,
         trade name or copyright used by CORPORATION, or any disclosure to any
         person not an employee or other disposition of any trade secret,
         process or know-how belonging to or used by CORPORATION; or

                (n) any transaction, agreement or event outside the ordinary
         course of CORPORATION'S business or inconsistent with past practice.

         3.9    Undisclosed Liabilities. CORPORATION does not have any
         liabilities or obligations whatsoever, whether due or to become due,
         accrued, absolute, contingent or otherwise, including liabilities for
         or in respect of taxes (including, without limitation, any interest or
         penalties relating thereto), and SHAREHOLDER knows of no basis for any
         claim against CORPORATION for any liability, except (a) to the extent
         set forth and used in determining the new worth of CORPORATION in the
         financial statement (b) to the extent specifically set forth in this
         Agreement or on any of the Schedules delivered pursuant hereto, or (c)
         liabilities or obligations incurred in the normal and ordinary course
         of CORPORATION since compilation of the financial statement. Neither
         CORPORATION nor SHAREHOLDER knows or has any reasonable ground to know
         of any basis for the assertion against CORPORATION of any liability of
         any nature not included on the financial statement attached hereto or
         incurred in the ordinary course of business since the date thereof.

         3.10   All Creditors to be Paid. CORPORATION will supply to BUYER a
         list of all CORPORATION'S creditors as of the date hereof and the
         amounts owed thereto. CORPORATION and SHAREHOLDER warrant that all
         liabilities or obligations of CORPORATION whatsoever, either accrued
         prior to Closing, contingent or otherwise, except for those set forth
         on the Schedule attached hereto as Schedule 3.10.1 (and in amounts no
         greater than as set forth on such Schedule), will be paid and satisfied
         in full on or before Closing.

                3.10.1 Adjusted Balance Sheet. An adjusted balance sheet
                reflecting the financial condition of CORPORATION as of ____ ,
                2001, is attached hereto on Schedule 3.10.1 Such statement is
                true, complete and correct, has been prepared in conformity with
                generally accepted accounting principles consistently maintained
                and applied and presents fairly the financial position of
                CORPORATION on _____, 2001, and does not omit to state or
                reflect any material fact concerning CORPORATION required to be
                stated or reflected therein or necessary to make the statements
                therein not misleading.


                                       5
<PAGE>

         3.11     Taxes.

                  3.11.1 CORPORATION has filed, or caused to be filed, with the
                  appropriate foreign, federal, state, local and other agencies,
                  all tax returns and tax reports required by law to be filed by
                  it and such returns and reports are true, complete and
                  correct.

                  3.11.2 There exists no past due unpaid federal, state or local
                  income or other tax or any tax deficiency by a governmental
                  agency or authority having jurisdiction assessed against
                  CORPORATION.

                  3.11.3 There exist no grounds for the assertion or assessment
                  of any additional taxes against CORPORATION or its assets.

                  3.11.4 Copies of all federal income tax returns, tax
                  examination reports and statements of deficiencies assessed
                  against, or agreed to by, CORPORATION since its incorporation
                  will be made available to BUYER. Such tax returns, and all
                  records pertinent to their preparation, shall remain the
                  property of CORPORATION after closing and shall be delivered
                  into possession of BUYER at or before that time. No waiver of
                  any statute of limitations has been given and is in effect
                  against CORPORATION.

                  3.11.5 SHAREHOLDER shall be responsible for the preparation
                  and timely filing (without extension) of all corporate tax
                  returns and tax reports required by law of CORPORATION for
                  fiscal year ending , 2001. SHAREHOLDER shall pay, out of
                  personal funds, the cost associated with such preparation.
                  SHAREHOLDER shall also be personally responsible for all taxes
                  due or payable by CORPORATION for fiscal year ending , 2001.
                  CORPORATION shall not be charged for any payments, as
                  aforesaid, and to the extent CORPORATION or BUYER is required
                  to pay any such taxes or costs, SHAREHOLDER shall immediately
                  indemnify the payor for same. Copies of all such returns shall
                  be the property of CORPORATION and shall be delivered into the
                  possession of BUYER immediately upon preparation. BUYER shall
                  be indemnified by SHAREHOLDER to the extent BUYER incurs any
                  liability as a result of the preparation and filing of such
                  returns.

         3.12 Personal Property-Owned. CORPORATION has good and merchantable
         title to all personal property reflected on Schedule 3.12.1 (with the
         exception of a perfected security interest held by _______ on the
         _________ described in Schedule 3.12.2) and all such property is
         located at the location specified on Schedule 3.12.1. It is
         specifically agreed that as of the time of Closing CORPORATION assets
         shall include only those assets listed on Schedules 3.12.1 and 3.12.3,
         except as to assets acquired or expended by CORPORATION in the ordinary
         course of business before Closing.

                                       6
<PAGE>
         3.13 Necessary Property; Title to Assets. The tangible property owned
         or leased by CORPORATION, and the intangible personal property
         constitute all of such property now used in, and necessary for the
         conduct of, the business of CORPORATION in the manner and to the extent
         presently conducted or planned by it. There exists no restriction or
         reservation affecting CORPORATION'S title to or the utility of its
         assets which would prevent it from utilizing such assets, or any part
         thereof after the Transfer is consummated, to the same full extent that
         they might continue to do so if the transaction contemplated hereby did
         not take place. CORPORATION has registered the following fictitious
         name, which is available to CORPORATION and used by it currently
         without interference: Red Bell Brewing & Pub Company - Manayunk. The
         use of all names shall belong exclusively to CORPORATION and are not,
         and will not, be used by SHAREHOLDER individually or through any other
         entity which he owns or controls or is associated with or employed by.
         All of the following assets are owned or licensed by CORPORATION, are
         proprietary property of CORPORATION, and shall remain with the
         CORPORATION (which has good and clear title to same) at and after
         closing: All marketing information, all patents, the rights to and
         absolute use of all trade secrets, formulas, recipes, plans, technical
         specifications and all other data pertaining to the production of
         CORPORATION's products, and all rights to and absolute use of all
         catalogues, advertising and promotional materials, including artwork
         and exhibits.

         3.14 Use and Condition of Property. All currently used property and
         assets of CORPORATION are in good operating condition and repair as
         required for their use in the business of CORPORATION as presently
         conducted or planned; and no notice of any violation of any law,
         statute, ordinance, or regulation or assessment for public improvements
         relating to any of such property or assets has been received by the
         SHAREHOLDER or CORPORATION except such as have been fully complied
         with. All improvements located on, and the use presently being made of
         the Property leased by CORPORATION, comply with all applicable zoning
         ordinances and all other applicable laws. CORPORATION and SHAREHOLDER
         are not aware of any proposed, pending or threatened change in any such
         code, ordinance or standard which would adversely affect the business
         of CORPORATION or the use of its property and assets. CORPORATION has
         not received any written or oral notice or order by any governmental or
         other public authority, any insurance company which has issued a policy
         with respect to any of such properties or any board of fire
         underwriters or other body exercising similar functions which (a)
         relates to violations or alleged violations of building, safety, fire
         or other ordinances or regulations, (b) claims any defect or deficiency
         with respect to any of such properties or (c) requests the performance
         of any repairs, alterations or other work to or in any of such
         properties or in the streets bounding the same.

                  CORPORATION and SHAREHOLDER are not aware of any proposed,
         pending or threatened condemnation proceeding or similar action
         affecting the property or assets of CORPORATION and there are no
         proposed, pending or threatened changes with respect to any streets or
         public amenities appurtenant thereto or in the vicinity thereof which
         would adversely affect the business of CORPORATION or the use of its
         property and assets.

         3.15 Contract and Commitments. CORPORATION does not have outstanding:

                                       7
<PAGE>
                  3.15.1 Any contract providing for an expenditure by
                  CORPORATION for the purchase of any real property, machinery,
                  equipment or other items which are in the nature of capital
                  investment; or any contract providing for an expenditure by
                  CORPORATION for the purchase of supplies or other items which
                  are in the nature of inventory which are not in the ordinary
                  course of business and consistent ordinary course of business
                  and consistent with past business practices of CORPORATION.

                  3.15.2 . Any revocable or irrevocable power of attorney to any
                  person, firm or CORPORATION for any purpose whatsoever.

                  3.15.3 Any loan agreement, indenture, promissory note,
                  conditional sales agreement or other similar type of agreement
                  other than those reflected in the financial statement or
                  otherwise disclosed in writing to BUYER.

                  3.15.4 Any other material contract or commitment which is not
                  cancellable on thirty (30) days notice or less and which is
                  not specifically set forth on any other Schedule hereto, or
                  otherwise in this Agreement.

                  3.15.5 All leases, contracts and other commitments to which
                  CORPORATION is a party or by which it is bound are in full
                  force and effect; all parties to such leases, contracts and
                  other commitments have complied with the provisions thereof;
                  no such party is in default under any of the terms thereof;
                  and no event has occurred that with the passage of time or the
                  giving of notice or both would constitute a default by any
                  party under any provision thereof.

         3.16 Licenses and Franchises. A list of all licenses, franchises,
         agreements or authorizations of any kind under which CORPORATION does
         business is set forth in Schedule 3.16. True and correct copies of all
         such written licenses, franchises, agreements or authorizations have
         been delivered to BUYER; and none of CORPORATION'S rights under such
         agreements are being contested and CORPORATION is not in default under
         the terms of any such agreements.

         3.17 Debt Instruments. A list of all instruments defining the terms on
         which CORPORATION has borrowed or is committed to loan money outside of
         the ordinary course of its business, or has given or committed to give
         a guarantee of any obligation or any other person is set forth in
         Schedule 3.17. True and correct copies of such instruments and true and
         correct summaries of any oral agreements relating to the matters set
         forth in Schedule 3.19 have been delivered to BUYER.

         3.18 Reasonableness--Validity of Contracts: No purchase commitment for
         materials, supplies, component parts or other items of inventory to
         which CORPORATION is a party is in excess of normal, ordinary, usual
         and current requirements of its business or at a price in excess of the
         current reasonable market price.

                                       8
<PAGE>
                  Each of the contracts and agreements to which CORPORATION is a
         party is a valid and binding obligation of the parties thereto in
         accordance with its terms and conditions. No party to any such contract
         or agreement is in default with respect to any term or condition
         thereof, nor has any event occurred which, through the passage of time
         or the giving of notice, or both, would constitute a default thereunder
         or would cause the acceleration of any obligation of any party thereto
         or the creation of a lien or encumbrance upon any asset of CORPORATION.

         3.19 No Breach of Contract. CORPORATION is not in default under, or in
         violation of, any provision of its Articles of Incorporation, Bylaws,
         any promissory note, indenture or any evidence of indebtedness or
         security therefore, lease, contract, purchase or other commitment or
         any other agreement to which CORPORATION is a party or by which
         CORPORATION is bound which may result in an adverse effect on the
         business or condition, financial or otherwise of CORPORATION.

         3.20 Litigation. There is no suit, claim, action or proceeding now
         pending or threatened before any court, administrative or regulatory
         body, or any governmental agency, nor are SHAREHOLDER or CORPORATION
         aware of any grounds therefor, to which CORPORATION is a party or which
         may result in any judgment, order, decree, liability or other
         determination which will, or could have any material adverse effect
         upon the business or conditions, financial or otherwise, of
         CORPORATION. No such judgment, order or decree has been entered against
         CORPORATION.

         3.21 Compliance with Laws. Schedule 3.21 sets forth a list of all
         material permits, certificates, licenses, orders, registrations,
         franchises, authorizations and other approvals (including those
         relating to environmental matters) from all federal, state, local and
         foreign bodies and held by CORPORATION. Such licenses and permits are
         valid and in full force and effect, and will not be terminated or
         otherwise adversely affected by the consummation of the transactions
         contemplated hereby. There are no claims, suits, actions or proceedings
         (including government investigations and audits) pending, threatened,
         or disposed of, relating to the release, discharge or emission of any
         pollutants or contaminants (including hazardous and toxic substances)
         or the handling, generation, treatment, storage or disposal of any
         wastes or otherwise relating to the protection of the environment
         resulting from or relating to the activities of CORPORATION.
         CORPORATION has not treated, stored for more than ninety (90) days,
         recycled or disposed of any hazardous, toxic or polluting substances on
         any property now or previously leased by CORPORATION, nor has anyone
         else treated, stored for more than ninety (90) days, recycled or
         disposed of any hazardous, toxic or polluting substances on any
         property now or previously leased by CORPORATION. CORPORATION has
         complied with each and is not in violation of any federal, state or
         local law, regulation, permit, provision or ordinance relating to the
         generation, storage, transportation, treatment or disposal of wastes
         (including hazardous, toxic or polluting substances), has obtained and
         adhered to all necessary permits or other approvals necessary to store,
         dispose or otherwise handle wastes (including hazardous, toxic and
         polluting substances), and has reported, to the extent required by
         federal, state and local law, all past and present sites where wastes
         (including hazardous, toxic or polluting substances), if any, from
         CORPORATION have been treated, stored or disposed. CORPORATION has not
         transported any hazardous, toxic or polluting substances or arranged


                                       9
<PAGE>


         for the transportation of such substances to any location which is the
         subject of federal, state or local enforcement actions or other
         investigations which may lead to claims against CORPORATION or BUYER
         for cleanup costs, remedial work, damages to natural resources or for
         personal injury claims, including, but not limited to, claims or
         investigations under the federal Comprehensive Environmental Response
         Compensation and Liability Act of 1980, as amended ("CERCLA").
         SHAREHOLDER shall assume and be solely liable and responsible for any
         and all claims, suits, actions, liabilities, costs, damages, expenses
         or judgments of any kind relating to pollution control cleanup costs,
         remedial work or the environmental matters (including, but not limited
         to, claims or investigations under CERCLA) relating to, or arising out
         of, the use, possession or operation by CORPORATION of its business,
         properties or assets prior to the Closing.

         3.22 Officers, Directors, Employees and Consultants. Set forth on
         Schedule 3.22 hereto is a complete list of:

                  3.22.1   all directors of CORPORATION

                  3.22.2   all officers (with office held) of CORPORATION

                  3.22.3   all employees of CORPORATION.

         3.23 Indebtedness to and from Officers, Directors and Others.
         CORPORATION is not indebted to any SHAREHOLDER, director, officer,
         employee of CORPORATION.

         3.24 Outside Financial Interests. No officer or director of CORPORATION
         has any direct or indirect financial interest in any competitor of or
         supplier to CORPORATION; provided, however, that for this purpose
         ownership of corporate securities having no more than 2% of the
         outstanding voting power of any competitor, supplier or customer which
         securities are listed on any national securities exchange or traded
         actively on the national over-the-counter market shall not be deemed a
         financial interest provided such person has no other connection or
         relationship with such competitor, supplier or customer.

         3.25 Compensation and Perquisites of Agents and Employees. CORPORATION
         has properly and accurately reflected on its books and records all
         compensation (if any) paid to and perquisites provided to or on behalf
         of its agents and employees.

         3.26 Employee Agreements. There are no long-term employment agreements
         between CORPORATION and any employee. All such agreements, if any, are
         oral and may be terminated by CORPORATION at will. CORPORATION is not a
         party to (a) any union, collective bargaining or similar agreement, or
         (b) any plan or policy providing for "fringe benefits" to its
         employees. CORPORATION does not sponsor or maintain and is otherwise
         not a party to or liable under any plan, program, fund or arrangement
         (whether or not qualified for Federal income tax purposes), whether
         benefitting a single individual or multiple individuals and whether
         funded or not, that is an "employee pension benefit plan," or an
         "employee welfare benefit plan," as such terms are defined in the
         Employee Retirement Income Security Act of 1974, as amended ("ERISA").

                                       10
<PAGE>
         3.27 Labor Disputes. There is neither pending nor threatened any labor
         dispute, strike or work stoppage which affects or which may affect the
         business of CORPORATION or which may interfere with the continued
         development and construction of CORPORATION's restaurant and brewpub.

         3.28 Insurance Policies. Set forth on Schedule 3.28 hereto is a list of
         all insurance policies and bonds in force of which CORPORATION is the
         owner, insured or beneficiary, or covering CORPORATION and any of its
         properties, operations or personnel. Also set forth on Schedule 3.28
         hereto is a listing of when each such policy or bond became effective
         and changes or coverage or premiums since inception. Policies thereon
         described evidence insurance in such amounts and against such risks and
         losses as are generally maintained with respect to comparable
         businesses and properties. There is no default with respect to any
         provision contained in any such policy, nor has there been any failure
         to give any notice or present any claim under any such policy in a
         timely fashion or in the manner or detail required by such policy. No
         notice of cancellation or non-renewal with respect to, or disallowance
         of any claim under, any such policy has been received by CORPORATION.

         3.29 Guarantees. CORPORATION is not a guarantor, indemnitor or
         otherwise liable for any indebtedness of any other person, firm or
         CORPORATION except as endorser of checks received by CORPORATION and
         deposited in the ordinary course of business.

         3.30 Certain Payments. All of CORPORATION'S payments to agents,
         consultants and others have been in payment of bona fide fees and
         commissions and not as bribes, illegal or improper payments or payments
         to obtain any treatment which CORPORATION was entitled without such
         payment. CORPORATION has not made any payment to any person whomsoever
         or to any entity whatsoever with respect to which a deduction could be
         disallowed under Section 162(c) of the Internal Revenue Code.

         3.31 Broker's Fees. Neither CORPORATION nor any of its officers,
         directors, or employees on behalf of CORPORATION has paid or agreed to
         pay any brokerage fee, or commission or any finder's fees to any
         broker, agent or finder on account of this Agreement or any matters
         contemplated by it.

         3.32 Bank Accounts and Safe Deposit Boxes. Set forth on Schedule 3.32
         hereto are (a) the name, branch, account number, and purpose of any and
         all bank accounts and/or securities brokerage accounts maintained by
         CORPORATION together with the names of authorized signatories on each
         such account, (b) the amounts and terms of each compensating balance
         and the reasons therefor, and (c) the location of any and all safe
         deposit boxes maintained by CORPORATION together with the names of the
         persons with authorized access thereto. All SHAREHOLDER and
         CORPORATION'S employees except as shall be designated at Closing shall
         be removed as signatories thereon or thereto.


                                       11
<PAGE>
         3.33 Books and Records. The books of account, stock record books and
         minute books and other corporate records of CORPORATION are in all
         material respects complete and correct, have been maintained in
         accordance with good business practices and the matters contained
         therein are accurately reflected, to the extent appropriate, on the
         Financial Statement. The articles of incorporation and bylaws and all
         amendments thereto of CORPORATION, and the minutes books and stock
         books of CORPORATION have been made available to BUYER and are correct
         and complete to the date hereof. All of such records shall remain the
         property of CORPORATION after Closing and shall be delivered into the
         possession of BUYER on or before that date.

         3.34 Securities Registration. The CORPORATION Stock is not registered
         nor required to be registered under Section 12(a) of the Securities
         Exchange Act of 1934, as amended.

         3.35 Governmental Consent. No governmental permits, consents, filings,
         registrations, or qualifications are necessary to effect the
         transaction contemplated hereby.

         3.36 Full Disclosure. CORPORATION and SHAREHOLDER shall provide full
         and unrestricted access to all financial records of CORPORATION to
         BUYER. No representation or warranty by CORPORATION, or the SHAREHOLDER
         in this Agreement, or in any certificate, exhibit, schedule or other
         document furnished or to be furnished by CORPORATION, or the
         SHAREHOLDER pursuant hereto, contains or will contain any untrue
         statement of a material fact or omits or will omit to state a material
         fact necessary to make the statements contained therein not misleading.

         3.37 Absence of Certain Conditions. Since the date of the Financial
         Statements in Schedule 3.7 (other than as disclosed in the Adjusted
         Balance Sheet set forth on Schedule 3.10.1), CORPORATION did not:

                  3.37.1 Mortgage, pledge, or subject to lien, lease, security
                  interest or other charge or encumbrance any of the properties
                  or assets of CORPORATION.

                  3.37.2 Transfer, sell or dispose of any of the assets or
                  properties of CORPORATION, except in the ordinary and usual
                  course of business.

                  3.37.3 Incur, create, assume and guarantee any indebtedness,
                  liabilities, or obligations other than (a) in the usual and
                  ordinary course of business and with a maturity date of less
                  than one year or (b) that are incurred pursuant to contracts
                  disclosed in the Schedule delivered pursuant hereto.

                  3.37.4 Enter into any contract or commitment or engage in any
                  transaction which is not in the usual and ordinary course of
                  business or which is inconsistent with past practices.

                  3.37.5 Make any material capital expenditure or enter into any
                  lease of capital equipment or real estate, other than a lease
                  for _____ .

                  3.37.6 Enter into any contract, other than in the ordinary
                  course of business, which is to be performed in more than
                  thirty (30) days, other than those described in writing to
                  BUYER.

                                       12
<PAGE>
                  3.37.7 Forgive or cancel any debts or claims or waive any
                  rights except in the ordinary course of business.

                  3.37.8 Increase the rate of compensation to any officers,
                  agents, or employees of CORPORATION.

                  3.37.9 Make any payments of severance of termination pay.

                  3.37.10 Enter into or amend any stock option, deferred
                  compensation, bonus, profit-sharing, incentive compensation
                  payment, pension, retirement, medical, hospitalization, life
                  insurance, other insurance, or other plan.

                  3.37.11 Enter into any employment contracts or collective
                  bargaining agreement.

                  3.37.12 Issue any additional shares of stock or other
                  securities.

                  3.37.13 Make any distribution to the SHAREHOLDER by way of
                  dividends, purchase of shares, or otherwise.

                  3.37.14 Make any amendments to or changes in its articles of
                  incorporation or bylaws.

                  3.37.15 Perform any act, or attempt to do any act, or permit
                  any act or omission to act, which will cause a breach of any
                  material contract, commitment or obligation to which
                  CORPORATION is a party.

         3.38 Right to Negotiate Contracts of Employment. SHAREHOLDER and
         CORPORATION agree that BUYER shall have the right to negotiate
         contracts of employment with the current management and supervisory
         personnel of CORPORATION.

         4. REPRESENTATIONS AND WARRANTIES OF BUYER.

                  BUYER represents and warrants as follows: Neither BUYER nor
         any of its employees has paid or agreed to pay any brokerage fee or
         commission or any finder's fee to any broker, agent or finder on
         account of this Agreement or any matters contemplated by him.

         5. COVENANTS OF CORPORATION AND SHAREHOLDER.

         CORPORATION and SHAREHOLDER jointly and severally agree that from and
after the date of this Agreement and until the Closing Date they will conduct
CORPORATION'S business subject to the following provisions and limitations:

                                       13
<PAGE>
         5.1 Operation of Business. Without the prior written consent of BUYER,
         CORPORATION will not:

                  5.1.1 Mortgage, pledge or subject to lien, lease, security
                  interest, or other charge or encumbrance any of the properties
                  or assets of CORPORATION.

                  5.1.2 Transfer, sell, or dispose of any of the assets or
                  properties of CORPORATION, except in the ordinary and usual
                  course of business.

                  5.1.3 Incur, create, assume or guarantee any indebtedness,
                  liabilities, or obligations other than (a) in the usual and
                  ordinary course of business and with a maturity date of less
                  than one year or (b) that are incurred pursuant to contracts
                  disclosed in the Schedule delivered pursuant hereto.

                  5.1.4 Enter into any contract or commitment or engage in any
                  transaction which is not in the usual and ordinary course of
                  business or which is inconsistent with past practices.

                  5.1.5 Make any material capital expenditure or enter into any
                  lease of capital equipment or real estate.

                  5.1.6 Forgive or cancel any debts or claims, or waive any
                  rights except in the ordinary course of business.

                  5.1.7 Increase the rate of compensation to the officers,
                  agents, or salaried employees, of CORPORATION.

                  5.1.8 Make any payments of severance or termination pay.

                  5.1.9 Enter into or amend any stock option, deferred
                  compensation, bonus, profit-sharing, incentive compensation
                  payment, pension, retirement, medical, hospitalization, life
                  insurance, other insurance, or other plan.

                  5.1.10 Enter into any employment contracts or collective
                  bargaining agreement.

                  5.1.11 Issue any additional shares of stock or other
                  securities.

                  5.1.12 Make any distribution to the SHAREHOLDER by way of
                  dividends, purchase of shares, or otherwise.

                  5.1.13 Make or institute any unusual or novel method of
                  transacting business or change any accounting procedures or
                  practice of its financial structure.

                  5.1.14 Make any amendments to or changes in its articles of
                  incorporation or bylaws.

                                       14
<PAGE>
                  5.1.15 Perform any act, or attempt to do any act, or permit
                  any act or omission to act, which will cause a breach of any
                  material contract commitment or obligation to which
                  CORPORATION is a party.


         5.2 Preservation of Business. CORPORATION shall carry on its business
         diligently and substantially in the same manner as heretofore conducted
         and shall keep its business organizations intact, and its present
         relationships with suppliers, contractors, and others having business
         relations with it.

         5.3 Insurance and Maintenance of Property. CORPORATION will cause all
         property owned or leased by it to be insured against all ordinary and
         insurable risks and will operate, maintain and repair all its property
         in a careful, prudent and efficient manner.

         5.4 Full Access. BUYER shall have full access at all reasonable times
         to all premises, properties, books, records, contracts, tax records and
         documents of CORPORATION and CORPORATION will furnish to BUYER any
         information in respect of the business and affairs of CORPORATION as
         BUYER may from time to time reasonably request. Such examination and
         investigation by BUYER shall not affect the warranties and
         representations of CORPORATION and the SHAREHOLDER contained in this
         Agreement.

         5.5 Books, Records and Financial Statements. CORPORATION shall maintain
         its books and financial records in accordance with generally accepted
         accounting principles consistently applied, and on a basis consistent
         with the past practices of CORPORATION. Said books and financial
         records shall fairly and accurately reflect the operations of
         CORPORATION. CORPORATION shall furnish to BUYER as available, monthly
         financial statements and operating reports applicable to the operations
         of CORPORATION, all of which shall be prepared in accordance with
         generally accepted accounting principles consistently applied and shall
         present fairly the financial position and results of operations of
         CORPORATION at the dates and for the periods indicated.

         5.6 Participation in Like or Competing Business. For the consecutive
         five (5) year period commencing with the date of Closing hereunder, and
         so long as BUYER is not in default of its obligations as set forth in
         Paragraph 1.3, SHAREHOLDER, individually or in conjunction with others,
         shall not either directly or indirectly within a 3 mile radius of
         4421 Main Street, Philadelphia, PA:

                  5.6.1 Engage as a director, officer, employee, partner,
                  employee SHAREHOLDER, or any other capacity, in any business
                  in competition with any business then being conducted by
                  BUYER:

                  5.6.2 Request any customers of any business then being
                  conducted by BUYER to curtail or cancel their business with
                  BUYER:

                                       15
<PAGE>
                  5.6.3 Disclose to any other person, firm or corporation any
                  trade, technical or technological secrets, any details of
                  organization or business affairs, any names of past or present
                  customers of BUYER or any other information relating to the
                  business of BUYER.

                  5.6.4 Solicit, canvass or accept any business or transaction
                  for any other person, firm or corporation or business similar
                  to any business of BUYER; or

                  5.6.5 Act or conduct himself in any manner which he shall have
                  reason to believe is inimical or contrary to the best interest
                  of BUYER.

         SHAREHOLDER recognizes that immediate and irreparable damage will
result to BUYER if SHAREHOLDER breaches any of the terms and conditions of this
Section 6 and, accordingly, SHAREHOLDER hereby consents to the entry by any
court of competent jurisdiction of an injunction against him or restrain any
such breach, in addition to any other remedies or claims for money damages which
BUYER may see. SHAREHOLDER represents and warrants to BUYER his experience and
capabilities are such that he can obtain employment in business without
breaching the terms and conditions of this Section 5.6, and that his obligations
under the provisions of this Section 5.6 (and the enforcement thereof by
injunction or otherwise) will not prevent him from earning a livelihood.

         6. COVENANTS OF CORPORATION, SHAREHOLDER AND BUYER.

         6.1 Confidentiality. Each party to this Agreement covenants and agrees
         with the other parties to hold in confidence all documents and
         information concerning the other parties furnished to it in connection
         with the transaction contemplated by this Agreement and not otherwise
         available to it, and agrees to use such information only in connection
         with such transaction. Each party further agrees not to release or
         disclose such information to any other person, except its outside
         accountants, attorneys, and consultants. If the transaction
         contemplated by this Agreement shall not be consummated, such
         confidence shall be maintained and such information shall not be used
         in competition with any other party (except to the extent that such
         information was previously known to such party, in the public domain,
         or later acquired by such party from other legitimate sources) and all
         such documents shall immediately thereafter be returned to the party
         furnishing same.

         6.2 Transition Period Advice. SHAREHOLDER shall make itself available
         to BUYER for a period after Closing not to exceed thirty (30) days in
         order to provide advice and information for the operation of the
         business that is the subject of this Agreement.

         6.3 Good Faith Efforts. Each party to this Agreement shall utilize his,
         her, or its, respectively, best good faith efforts to carry out the
         intents and purposes of this Agreement and to cure or correct any
         unintentional deviations from this Agreement and to accomplish any of
         the undertakings in this Agreement.

         7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE.

                                       16
<PAGE>
         The obligations of BUYER to consummate the transactions contemplated by
this Agreement are subject to satisfaction of each of the following conditions
on or before the Closing Date, subject to the right of BUYER to waive any one or
more of such conditions:

         7.1 Representations and Warranties of SHAREHOLDER and CORPORATION. The
         representations and warranties of the SHAREHOLDER and CORPORATION
         contained in this Agreement and in any certificate, exhibit, schedule
         or other document delivered to BUYER pursuant to the provisions of this
         Agreement or in connection with the transaction contemplated hereby
         shall be true and correct on and as of the Closing Date as though such
         representations and warranties were made on the Closing Date.

         7.2 Performance of this Agreement. The SHAREHOLDER and CORPORATION
         shall have performed and complied with all agreements and conditions
         required by this Agreement to be performed or complied with by them
         prior to or at the Closing.

         7.3 Certificate. The SHAREHOLDER and CORPORATION shall have delivered
         to BUYER a certificate, dated that Closing Date, certifying to the
         fulfillment of the conditions specified in Paragraphs 7.1, 7.3, 7.7,
         7.8 and 7.9 of this Agreement. Such certificate or certificates shall
         be deemed a representation and warranty of the SHAREHOLDER and
         CORPORATION hereunder.

         7.4 N/A

         7.5 Approval by Boards of Directors and Stockholder. The stockholder of
         CORPORATION shall have approved and adopted this Agreement and the
         transactions contemplated hereby to the extent required by law and by
         the Articles of Incorporation and Bylaws of CORPORATION.


         7.6 Secretary's Certificate. BUYER shall have received from the
         Secretary of CORPORATION a certificate certifying the approval by the
         Board of Directors and Stockholder of this Agreement and the
         transactions contemplated hereby.

         7.7 Material Adverse Change. There shall have been no material adverse
         change, actual or threatened, in the properties, business or condition,
         financial or otherwise, of CORPORATION, whether or not covered by
         insurance, as a result of fire, flood, explosion, earthquake, disaster,
         accident or other calamity, labor dispute, any action of the United
         States or other governmental authority, riots, civil disturbance,
         uprisings, activity of the Armed Forces, or act of God or the public
         enemy.

         7.8 No Lawsuits. No suit, action or other proceeding or investigation
         shall be threatened or pending before or by any court or governmental
         agency concerning this Agreement or the consummation of the
         transactions contemplated hereby, or in connection with any material
         claim against CORPORATION not disclosed on the Schedules hereto. No
         governmental agency shall have threatened or directed any request for
         information concerning this Agreement, the transaction contemplated
         hereby, or the consequences or implications of such transaction to the
         SHAREHOLDER, CORPORATION, or BUYER, or any officer, director employee
         or agent of any of them.

                                       17
<PAGE>
         7.9 No Restriction. There shall not exist any conditions, restrictions
         or reservations affecting the title to or utility of the assets or
         property of CORPORATION which would prevent them from occupying and
         utilizing said assets and property, or any part thereof, to the same
         full extent that they might continue to do so if the Transfer
         contemplated hereby did not take place.

         7.10 Audit and Investigation. BUYER shall have the absolute right to
         have audits performed by their accountant(s) of all financial records,
         tax returns, bank statements, audit reports and all other materials
         relating to the conduct and operation of CORPORATION. BUYER shall be
         reasonably satisfied with the results of any audit and investigation of
         CORPORATION undertaken by them between the date of this Agreement and
         the Closing Date.

         7.11 Governmental Approvals. BUYER shall have obtained the approval or
         consent of such government agencies or bodies, domestic or foreign, as
         BUYER shall deem reasonably necessary in connection with the
         consummation of the Transfer.

         7.12 Approval of Counsel. The validity of the transactions herein
         contemplated and the form and substance of all stock certificates,
         powers of attorney, opinions, instruments, closing documents and other
         documents or certificates to be delivered by CORPORATION hereunder
         shall be satisfactory to counsel for BUYER.

         8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE SHAREHOLDER TO CLOSE.

         The obligations of the SHAREHOLDER to consummate the transactions
contemplated by this Agreement are subject to satisfaction of each of the
following conditions on or before the Closing Date, subject to the right of the
SHAREHOLDER to waive any one or more such conditions:

         8.1 Representations and Warranties of BUYER. The representations and
         warranties of BUYER contained in this Agreement and in any certificate,
         exhibit, schedule or other document delivered to the SHAREHOLDER
         pursuant to the provisions of this Agreement or in connection with the
         transactions contemplated hereby shall be true and correct on and as of
         the Closing Date as though such representations and warranties were
         made on the Closing Date.

         8.2 Performance of this Agreement. BUYER shall have performed and
         complied with all agreements and conditions required by this Agreement
         to be performed or complied with by it prior to or at the Closing.


                                       18
<PAGE>
         8.3 Certificate of Officers. BUYER shall have delivered to the
         SHAREHOLDER a certificate, dated the Closing Date, certifying to the
         fulfillment of the conditions specified in Paragraphs 8.1 and 8.2 of
         this Agreement. Such certificate shall be deemed a representation and
         warranty of BUYER.

         8.4 No Lawsuits. No suit, action or other proceeding or investigation
         shall be threatened or pending before or by any court or governmental
         agency concerning this Agreement or the consummation of the
         transactions contemplated hereby, or in connection with any material
         claim against BUYER not disclosed on the Schedules hereto. No
         governmental agency shall have threatened or directed any request for
         information concerning this Agreement, the transaction contemplated
         hereby, or the consequences or implications of such transaction to the
         SHAREHOLDER, or BUYER, or any officer, director, employee or agent of
         any of them.

         8.5 Approval of Counsel. The validity of the transactions herein
         contemplated and the form and substance of all opinions, instruments,
         Closing documents and other documents or certificates to be delivered
         by BUYER hereunder and of such other documents or opinions as shall
         reasonably be determined by SHAREHOLDER's counsel as necessary to carry
         out the intent and purposes of this Agreement shall have been delivered
         prior to Closing and shall be satisfactory to counsel for SHAREHOLDER.

         9. INDEMNIFICATION; SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         9.1 Survival of Warranties and Representations. All representations,
         warranties and agreements of BUYER, CORPORATION and SHAREHOLDER made
         under or pursuant to this Agreement shall survive the Closing Date
         without limitation as to time.

         9.2 Indemnification. The SHAREHOLDER hereby covenants and agrees to
         indemnify and hold harmless BUYER from and against any and all loss,
         liability damage or expense (including, but not limited to, reasonable
         attorney's fees incident thereto) arising out of, or resulting from,
         any misrepresentation or the breach of any warranty, representation or
         covenant made by CORPORATION or SHAREHOLDER in this Agreement, the
         Schedules hereto and any and all written statements, certificates,
         instruments and documents delivered to BUYER pursuant to this Agreement
         on or before the Closing Date. The SHAREHOLDER hereby covenants and
         agrees to indemnify BUYER against any and all liabilities of
         CORPORATION of any nature, whether accrued, absolute, contingent or
         otherwise, to the extent not reflected in the Financial Statement
         attached hereto as Schedule 3.7, including all tax liabilities, for any
         period prior to the date of Closing or arising out of transactions
         entered into, and any stated facts existing, prior to such date. The
         SHAREHOLDER hereby covenants and agrees to indemnify and hold harmless
         BUYER from and against any and all loss, liability, damage or expense
         (including but not limited to, reasonable attorney's fees incident
         thereto) arising out of, or resulting from, the content or operations
         of the business of CORPORATION and all of its business equipment up to
         the date of closing on the purchase and sale of stock provided for in
         this agreement.


                                       19
<PAGE>

         9.3 Remedies.

                  9.3.1 Reduction in Payment. In the event that at any time on
                  or prior to the dates of payments pursuant to the Promissory
                  Note, BUYER shall determine that: Any tax, penalty or interest
                  has been or may be assessed against CORPORATION or BUYER as
                  transferee of the CORPORATION stock arising out of or relating
                  to the conduct of CORPORATION'S business or SHAREHOLDER'S
                  activities prior to Closing; BUYER may withdraw its guarantee
                  of a commensurate amount of the indebtedness of SHAREHOLDER to
                  CDB Finance, in an amount equal to the amount reasonably
                  necessary to cure such material default, or to settle any such
                  taxes, penalties and interest or to pay or otherwise discharge
                  any such obligations or liabilities. Said reduction to be
                  carried out in accordance with the terms and provisions set
                  forth in paragraph 9.3.2.

                  9.3.2 Procedure for Reduction. In the event BUYER determines
                  to reduce the guarantee commitment, BUYER shall promptly give
                  notice of such intended reduction to SHAREHOLDER, whereupon
                  BUYER shall be free to reduce the guarantee with respect to
                  the Notes. Nothing contained herein is intended or shall be
                  construed so as to limit the remedies which either party may
                  have against the other in the event of a breach by either
                  party of any representation, warranty or agreement made under
                  or pursuant to this Agreement it being intended that any
                  remedies shall be cumulative and non-exclusive.

                  9.3.3 In the event that any claim is made against BUYER for
                  any matter for which SHAREHOLDER has agreed to indemnify BUYER
                  per the terms of Paragraph 9.2 of this Agreement, the
                  SHAREHOLDER shall have the right to defend such claim. BUYER
                  agrees to provide SHAREHOLDER, at SHAREHOLDER'S expense, with
                  all material and information in BUYER'S possession reasonably
                  necessary to the defense of any such claim by SHAREHOLDER.
                  BUYER shall give SHAREHOLDER notice of any such claim with
                  reasonable promptness. In the event of litigation, such notice
                  shall be in writing and sent to SHAREHOLDER within ten (10)
                  days of receipt of the Complaint by BUYER. SHAREHOLDER shall
                  notify BUYER in writing with reasonable promptness (and in the
                  event of litigation, within five (5) days of receipt of the
                  aforesaid notice of litigation) as to whether SHAREHOLDER
                  intends to contest such claim or liability. In the interim,
                  BUYER shall take any action it deems appropriate with respect
                  to such claim to protect against default. If SHAREHOLDER does
                  not move to contest or defend any claims as required herein,
                  then upon such failure to do so, BUYER shall have the same
                  right of set off and reduction in promissory note payments as
                  provided hereinbefore in Paragraphs 9.3.1 and 9.3.2 for tax
                  liabilities.

         10.      TERMINATION.
<PAGE>
                                       20

         10.1 Termination by SHAREHOLDER. The SHAREHOLDER may terminate this
         Agreement by giving written notice to BUYER at any time prior to the
         Closing if a condition to the performance of the SHAREHOLDER hereunder
         shall not be fulfilled on or before the date specified for the
         fulfillment thereof or if a material default under or a material breach
         of this Agreement shall be made by BUYER.

         10.2 Termination by BUYER. BUYER may terminate this Agreement by giving
         written notice to the SHAREHOLDER at any time prior to the Closing if a
         condition to the performance of BUYER hereunder shall not be fulfilled
         on or before the date specified for the fulfillment thereof or if a
         material default under or a material breach of this Agreement of a
         material misstatement, error or omission in any representation or
         warranty set forth herein or in any certificate, exhibit, schedule or
         other document furnished by the SHAREHOLDER pursuant hereto shall occur
         or be made by the SHAREHOLDER.

         10.3 In the Event of Termination. In the event of the termination and
         abandonment of the closing of this transaction pursuant to the
         provisions of this Paragraph 10, this Agreement shall become void and
         have no effect, without any liability on the part of any party or the
         directors, officers or stockholders of BUYER, the SHAREHOLDER or
         CORPORATION except for the provisions contained in the last sentence of
         Paragraph 6.1 and in Paragraph 11.3 hereof; provided, however, that if
         any party hereto willfully fails to perform its obligations herein, any
         other party may seek any available legal or equitable remedies in
         addition to those provided herein. The parties hereto shall have the
         right to seek specific performance hereof.

         11.      MISCELLANEOUS.

         11.1 Notices. All notices, requests, demands and other communications
         hereunder shall be in writing and shall be deemed to have been duly
         given if delivered personally or mailed first-class postage prepaid:

                  11.1.1   to CORPORATION:       Pre-closing: to SHAREHOLDER
                                                 Post-closing: to BUYER

                  11.1.2   to SHAREHOLDER:       James R. Bell
                                                 Red Bell Brewing Co.
                                                 Jefferson St.
                                                 Philadelphia, PA

                  11.1.3   to BUYER:             Marvin Klein
                                                 Manayunk Ventures, Inc.
                                                 Jenkintown, PA

         or to such other address or to such other person as the parties shall
         have last designated by notice to the other parties.


                                       21

<PAGE>
         11.2 Successors and Assigns; Entire Agreement; Modification. This
         Agreement shall be binding upon and inure to the benefit of the
         respective parties hereto and their respective assigns, successors,
         heirs, executors, and administrators. This Agreement contains the
         entire agreement between the parties hereto with respect to the
         transactions contemplated herein and shall not be modified or amended
         except by an instrument in writing signed by or on behalf of the
         parties hereto. However, at any time prior to the Closing Date, either
         the SHAREHOLDER, or BUYER may:

                  11.2.1 extend the time for the performance of any obligations
                  or other acts of the other of them;

                  11.2.2 waive any inaccuracies by the other in the
                  representations and warranties contained herein or in any
                  document delivered pursuant hereto; and

                  11.2.3 waive compliance with any of the agreements or
                  conditions contained herein to be performed by the other.

         11.3 Expenses. The Parties hereto shall pay their own expenses incident
         to the preparation and execution of this Agreement and the consummation
         of the transactions contemplated hereby. CORPORATION shall bear none of
         such expenses. CORPORATION shall have no liability or responsibility
         for payment of any finders' fee or brokers' commissions arising from
         this transaction.

         11.4 Governing Law; Unenforceability. This Agreement shall be governed
         by and construed and enforced in accordance with the laws of the
         Commonwealth of Pennsylvania without giving effect to its conflicts of
         laws provisions.

         11.5 Counterparts. This Agreement may be executed simultaneously in any
         number of counterparts, each of which shall be deemed an original but
         all of which together shall constitute one and the same instrument.

         11.6 Headings. The paragraph headings in this Agreement are for
         convenience of reference only and shall not be deemed to alter or
         affect any provisions hereof.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first hereinabove written.



WITNESS:

/s/ Michael Farrell                        /s/ Marvin J. Klein, President (SEAL)
---------------------------                ------------------------------
                                           BUYER
                                           Manayunk Ventures, Inc.

___________________________                /s/ James R. Bell, President   (SEAL)
                                           ----------------------------
                                           SHAREHOLDER
                                           President, Red Bell Brewery &
                                           Pub-Manayunk

___________________________                /s/ James T. Cancro, Director  (SEAL)
                                           -----------------------------
                                           CORPORATION
                                           Director Red Bell Brewing Co.

                                       22