<PAGE>
 
                     DATE OF COMMENCEMENT 1ST AUGUST 1997
                     ------------------------------------
                                        




                              FRANCHISE AGREEMENT
                                        




                                    BETWEEN
                                        




                               A. G. BARR P.L.C.
                                        




                                      AND
                                        




                 AMERICAN CRAFT BREWING INTERNATIONAL LIMITED
                                        
<PAGE>
 
                              FRANCHISE AGREEMENT
                              -------------------

                                        
THIS FRANCHISE AGREEMENT is made BETWEEN:


(1)   A.G. BARR P.L.C. a company incorporated in accordance with the law of
      Scotland (with registered number 5653 Scotland) whose registered office is
      at 1306 Gallowgate, Glasgow, Scotland G31 4DS ("the Company"); and


(2)   AMERICAN CRAFT BREWING INTERNATIONAL LIMITED. whose registered office is
      at One Galleria Boulevard, Suite 1714 Metairie, Louisiana 70001 ("the
      Franchisee").


It is hereby AGREED between the Company and the Franchisee as follows:-


DEFINITIONS


In this Agreement unless the context otherwise requires:-


a)    "this Agreement" shall mean this Franchise Agreement and the Schedule;


b)    "Concentrate" shall mean the essences and powdered material which are part
      of the System and which are to be supplied by the Company pursuant to this
      Agreement;


c)    "the Date of Commencement" shall mean 1st August 1997 notwithstanding the
      date or dates of signing this Agreement by the parties;


d)    "Finished Drink" shall mean the amount of any of the Products in ready to
      drink form;


e)    "the Franchise" shall mean the franchise granted by the Company to the
      Franchisee in terms of this Agreement;


f)    "the Products" shall mean the Company's products specified in Part 1 of
      the Schedule;


g)    "the Schedule" shall mean the Schedule annexed hereto with its several
      Parts;


h)    "the System" shall mean the recipes and manufacturing procedures
      established by the Company for the Products as the same may be amended or
      changed from time to time;

                                       2
<PAGE>
 
i)    "FOB Price" shall mean the price delivered U.K. port;


j)    "the Term" shall mean the period of this Agreement from the Date of
      Commencement until its termination in terms hereof;


k)    "the Territory" shall mean The United States of America;


l)    "Year" shall mean a period of 12 months except for the first year (Year 1)
      of the Agreement which will commence on 1st August 1997 and end on 31st
      January 1999;


WHEREAS:


(A)   The Company manufactures a range of soft drinks under various trade names
      according to the System at its factories in the United Kingdom.


(B)   The Franchisee wishes to manufacture certain Products in accordance with
      the System and to market and distribute them with in the Territory.


(C)   The Company has applied for registration of the trademark "Tizer"
      Registration Application Number 695258.


1.    FRANCHISE


The Company hereby grants to the Franchisee for the duration of the Term the
sole and exclusive franchise to manufacture, market and distribute the Products
in the Territory under the Company's applicable trade names and in accordance
with the System on the terms and conditions hereinafter set forth.


2.    PERIOD


This Agreement shall commence on the Date of Commencement and, subject to the
provisions of Clause 12.01 and 12.02, shall continue until 31st January 2018 and
thereafter until terminated by either party pursuant to C1ause 12.02 or 12.03
hereof.


3.    EXCLUSIVITY


The Company will not prior to or during the Term operate or license any person
other than the Franchisee to manufacture, market or distribute the Products in
the Territory.

                                       3
<PAGE>
 
4.    ESTABLISHMENT OF THE FRANCHISE


4.01  The Company shall provide the Franchisee with all information, data,
      recipes and food product specifications necessary


      (1)  for the Franchisee to manufacture the Products in accordance with the
           System to the high standards achieved by the Company in its
           manufacture of the Products and


      (2)  to enable the Franchisee to market and distribute the Products and
           shall keep the Franchisee promptly informed of any alterations or
           improvements which it may make to the System from time to time.


4.02  The Company shall provide the Franchisee with such reasonable technical
      assistance as may be required by the Franchisee to commence manufacture of
      the Products in accordance with the System.


4.03  The Company shall provide the Franchisee when reasonably requested to do
      so with the general services of its Export Department on a free-of-charge
      basis. Any other specific assistance required will be paid for at cost by
      the Franchisee.


4.04  The Franchisee shall at its own expense obtain such consents, licences and
      permissions as may be necessary for the proper manufacture of the Products
      in accordance with the System in the Territory.


4.05  The Franchisee shall endeavour to commence manufacture of the Products in
      accordance with the System in the Territory and begin marketing and
      distributing the Products as soon as reasonably possible and in any event
      not later than six months after the Date of Commencement.


5.    FRANCHISEE'S UNDERTAKINGS


5.01  The Franchisee hereby undertakes to the Company that it will at all times
      during the Term and in the case of Clause 5.01 (r) for a further period of
      one year after the end of the Term, observe and perform the terms and
      conditions set out in this Agreement and in particular it will:


      (a)  manufacture the Products in conformity in all respects with the
           System and the high standards of the Company as to which conformity
           the Company shall be the sole judge;


      (b)  manufacture, market and distribute the Products in accordance with
           the highest business standards and in compliance with all such
           policies and operating standards as may from time to time be
           specified by the Company and not do any act which will or may reflect
           adversely upon the business integrity or goodwill of the Company or
           upon the standards of quality of the System;

                                       4
<PAGE>
 
      (c)  ensure that all premises and equipment used in the manufacture of the
           Products are kept and maintained in a safe, efficient, clean and
           presentable condition, of which condition the Company shall be the
           sole judge;


      (d)  comply with all laws and government regulations applicable to the
           manufacture, marketing and distribution of the Products, including
           all statutory and other requirements relating to dispatch, labelling,
           weight, quality and volume of the Products;


      (e)  obtain and keep in full force and effect at all times policies of
           insurance covering public liability including claims arising as a
           result of Products manufactured by the Franchisee failing to conform
           with the System;


      (f)  retain 4 production samples following each occasion when production
           takes place for a period of nine months from that date and during
           the first 2 years of production with any given bottler to courier 2
           samples at the Franchisee's expense to the Company within 7 days of
           manufacture of such samples. Thereafter, to dispatch one case of
           samples of Finished Drink each quarter, from each bottler, at the
           Franchisee's expense, to the Company;



      (g)  permit the Company and its authorised representatives during normal
           working hours and with prior notice to inspect the premises used by
           the Franchisee for manufacture of the Products and inspect the
           Franchisee's equipment and operations and call for production to them
           of samples of the Products for analysis or testing by the Company for
           the purpose of ascertaining whether the provisions of this Agreement
           are being complied with;


      (h)  purchase from the Company or from suppliers nominated by the Company
           in reasonably regular quantities the Concentrates required for the
           manufacture of the Products in accordance with the System and not re-
           sell or otherwise dispose of the said Concentrates otherwise than in
           accordance with the terms of this Agreement;
 

      (i)  ensure that all Products, bottles and containers for Products and
           related cartons and packaging bear a distinctive label or style, the
           design and format of which shall first be approved in writing by the
           Company and which shall be used by the Franchisee exclusively for the
           purpose of the Franchise;


      (j)  use the Company's established trade names and registered trade marks
           for the appropriate Products as directed by the Company and not
           permit any variation to be made to such trade names or trade marks,
           which shall be used by the Franchisee exclusively for the purposes of
           the Franchise;

                                       5
<PAGE>
 
      (k)  use its best endeavours (a) to promote the Products within the
           Territory subject only to the prior written approval of the Company
           to the form, manner and wording of all advertising material used and
           (b) to achieve the minimum annual sales as set out in Part 3 of the
           Schedule;


      (l)  not use the Company's trade names, premises, equipment, promotional
           material, packaging, paper products, stationery or other items or
           materials purchased, leased or obtained for the purpose of operation
           of the Franchise except for that purpose;


      (m)  not use the Company's trade names or any other mark or name used in
           connection with the Franchise as a corporate or company name or as
           part of a corporate or company name without the prior written consent
           of the Company;


      (n)  if at any time any of the trade names of the Company shall be
           registered as trade marks or service marks, do all such acts and
           things and enter into all such deeds and documents as may be
           necessary for the protection of the validity or registration of such
           trade marks or service marks (including, where appropriate, a
           registered user agreement to enable the Franchisee to be registered
           as a registered user of the trade or service marks);


      (o)  establish and maintain a distribution system to make the Products
           available to customers throughout the whole of the Territory;


      (p)  supply to the Company in respect of each period of three months
           during the Term (and within twenty days after the end of such
           period), a short report as to the operation of the Franchise
           including sales figures expressed in litres of Finished Drink in the
           Territory and on such matters on which the Company may reasonably
           require regular reporting from time to time and permit the Company's
           representatives at any time during normal business hours on
           reasonable notice to the Franchisee to inspect, and if required, to
           provide copies to the Company of its accounts and records with regard
           to the manufacture and sale of the Products;


      (q)  by 28th February in each year of this Agreement provide to the
           Company a certificate signed by the Chief Executive Officer of the
           Franchisee as to the amount of literage sales of Finished Drink sold
           by the Franchisee in the Territory during the preceding year (or in
           respect of the first year from the Date of Commencement until 31st
           January 1999);


      (r)  not be engaged, concerned or interested either directly or indirectly
           in the manufacture in the Territory of any product similar in taste,
           colour, name or design to the Products which might compete or
           interfere with the Franchise or with the business of a successor to
           the Franchisee as franchisee of the Company in the Territory.

                                       6
<PAGE>
 
5.02  If during the Term the Franchisee shall discover or devise any
      improvements to the System or which may otherwise be applicable to the
      Franchise, it shall forthwith provide the Company with full details
      thereof and the Company shall be entitled to make use thereof (and to
      permit other franchisees to make use thereof) both during and after the
      termination of this Agreement. If required by the Company the Franchisee
      shall grant and deliver to the Company any documents required to transfer
      to the Company all rights to such improvements.


5.03  For the avoidance of doubt, the Franchisee shall not knowingly sell the
      Products or offer the Products to any person for re-sale outside the
      Territory.


6.    COMPANY'S UNDERTAKINGS


6.01  The Company hereby undertakes to the Franchisee that (subject to the
      provisions of Clause 6.02) it will at all times during the Term:


      (a)  permit the Franchisee to operate the Franchise under the Company's
           trade names and to use the trade names (or such other names or words
           as may from time to time be specified or approved in writing by the
           Company) in advertising the Products and in telephone, trade and
           other directory entries provided that the use of such names or words
           shall make it clear that the Franchisee is a franchisee of the
           Company;


      (b)  consult with the Franchisee and give to the Franchisee the benefit of
           its knowledge and experience of problems relating to the manufacture,
           marketing and distribution of the Products;


      (c)  extend to the Franchisee the benefit of such advertising as the
           Company shall in its discretion provide in relation to the Products
           generally;


      (d)  use all reasonable endeavours so far as permitted by law to safeguard
           the Franchise including the taking of such steps as may be available
           to it to prevent the infringement of the Franchisee's rights under
           the Franchise;


      (e)  deliver the Concentrates required for manufacture of the Products in
           accordance with the System FOB U.K. port within a reasonable time of
           an order being received in writing from the Franchisee unless
           prevented from so doing by circumstances out of the Company's
           control.


6.02  Notwithstanding anything herein contained the Company reserves the rights
      to add to, withdraw or change any part of the System from time to time
      after having due regard to the interests of the Franchisee. 

                                       7
<PAGE>
 
6.03  Risk in the Concentrate supplied by the Company shall pass to the
      Franchisee once goods have passed over the ship's rail at the U.K port of
      shipment.


7.    INTELLECTUAL PROPERTY RIGHTS


7.01  The Company warrants that it is entitled to franchise the intellectual
      property rights comprised in the System in accordance with the provisions
      of this Agreement.


7.02  The Company acknowledges that during the Term the Franchisee shall have
      exclusive rights in the Territory:


      (a)  to the System and all copyrights, trade mark registrations, patents
           and other intellectual property rights now or hereafter existing,
           applied for or granted in connection with the System;


      (b)  to use and franchise others to use the System within the limits of
           this Agreement and, in particular, the trade names and all goodwill
           therein including all goodwill accruing to the use of the trade names
           by the Franchisee but the foregoing right shall be strictly subject
           to the prior written consent and approval of any appointment and its
           term by the Company, which shall not be unreasonably withheld;


7.03  (a)  The Franchisee will notify the Company forthwith of any circumstances
           coming to its attention which may constitute an infringement of any
           trade mark belonging to the Company which may have been registered to
           protect the trade names or any copyright applicable to the trade
           names and shall take such reasonable action in connection therewith
           as the Company may direct at the expense of the Company. The Company
           shall not be obliged to take any action following an infringement and
           will have the sole right to control any legal proceedings concerning
           its trade names;


      (b)  The Franchisee shall at the expense of the Company take such action
           in relation to the use of the trade names belonging to the Company in
           the operation of the Franchise as the Company may from time to time
           direct in order to make clear that such trade names are the subject
           of copyright or trade mark protection.


8.    PAYMENTS AND PAYMENT PROCEDURE


8.01  In consideration of the Franchise and other rights granted and assistance
      agreed to be rendered hereunder the Franchisee shall pay:

                                       8
<PAGE>
 
      (a)  the price for the Concentrate required for the manufacture of the
           Products in accordance with the System.


      (b)  all seafreight charges, import duty, tax and other charges in
           relation to the Concentrate including landing charges at the port of
           disembarkation, demurrage and inland freight charges within the
           Territory.


8.02  The FOB Price for Concentrate shall be as set out in Part 2 of the
      Schedule as varied from time to time by the Company giving written notice
      thereof to the Franchisee.


8.03  The price for each consignment of Concentrate ordered by the Franchisee
      shall be paid in US dollars (or in such other currency as the Company
      shall direct) to the Company in Glasgow by the sixtieth day from date of
      invoice.


9.    INDEMNITY


9.01  The Franchisee shall indemnify and keep indemnified the Company against
      all liabilities, losses, proceedings, claims, costs and expenses of
      whatever nature which may arise in any way whatsoever or which the Company
      may suffer, incur or sustain out of any act, neglect or default of the
      Franchisee or its agents or employees in the conduct of the Franchise in
      the Territory provided that such losses are not due to any act or default
      of the Company.


9.02  In the event of any claim being made or threatened against the Franchisee
      for its authorised use of the trademark Tizer, then the Franchisee shall;


      (a)  intimate such claim in writing forthwith to the Company providing
           full details thereof and an assessment of the validity and
           seriousness of the claim;


      (b)  permit the Company if it wishes to conduct the defence of such claim
           on behalf of the Franchisee (and the Franchisee shall co-operate
           fully with the Company in relation thereto) including the right to
           settle such claim on such terms as shall be within the sole
           discretion of the Company subject to the Company meeting the whole
           cost of dealing with such defence or settlement, including all legal
           expenses;


      (c)  comply with the Company's written directions in relation to such
           claim.


      Subject to the Franchisee implementing its obligations under this
      Agreement, if the Franchisee suffers any loss as a direct consequence of
      any such claim having complied with the Company's requirements and
      directions in respect of any such claim (but not otherwise) the Company
      shall fully indemnify and

                                       9
<PAGE>
 
      hold harmless the Franchisee for that claim including its reasonable
      attorney's fees and costs, related expenses and damage awards.


      In the absence of any specific direction from the Company, the Franchisee
      shall be obliged to take such steps as may be reasonably necessary to
      mitigate its loss.


10.   CONFIDENTIALITY


10.01 The Franchisee shall at all times both during the Term and afterwards
      keep secret and confidential all information provided to it with regard to
      the System and the Products save such as shall be or shall become in the
      public domain other than by the fault of the Franchisee.


10.02 The Franchisee shall not at any time without prior written consent of the
      Company disclose any information received from the Company in relation to
      the Company's business or the System or the Products to any third party
      other than those employees of the Franchisee or employees of any contract
      bottler who are required to receive such information in the course of
      their duties and who shall be bound by a similar appropriate
      confidentiality undertaking.


11.   FORCE MAJEURE


Neither of the parties to this Agreement shall be responsible to the other party
for any delay in performance or non-performance of its obligations hereunder due
to any cause beyond its reasonable control, but the affected party shall
promptly upon the occurrence of any such delay or non-performance inform the
other party in writing thereof and thereafter such other party shall use its
reasonable endeavours to comply with the terms of this Agreement as fully and as
promptly as possible.


12.   EVENTS OF TERMINATION


12.01 The Company shall have the right


      (1)  to terminate this Agreement pursuant to Clause 14.01 of this
           Agreement and


      (2)  at any time by giving notice in writing to the Franchisee to
           terminate this Agreement forthwith in any of the following events:


           (a)  if the Franchisee commits a material breach of any of the terms
                or conditions of this Agreement and fails to remedy the same
                within 30 days of being required by the Company so to do;

           (b)  if the Franchisee is unable to pay its debts as they fall due or
                a petition is presented or meeting convened for the purposes of
                winding the Franchisee up or a petition is presented or an order
                is made for the appointment of an administrator of the
                Franchisee or the Franchisee enters into liquidation whether
                compulsorily or

                                       10
<PAGE>
 
                voluntarily or compounds with its creditors generally or has a
                receiver appointed of all or any part of its assets or takes or
                suffers any similar action in consequence of debt or any event
                occurs which is the legal equivalent of any of the foregoing
                under the laws of the local or national jurisdiction;

           (c)  if without the prior consent in writing of the Company any
                change shall occur in the ownership or control of the Franchisee
                which in the sole opinion of the Company is a material change.


12.02 The Franchisee shall have the right to terminate this Agreement at any
      time on giving at least 6 months prior notice in writing to the Company of
      the date of termination.


12.03 In addition to the rights of termination conferred upon the Company under
      Clause 12.01, the Company shall have the right to terminate this Agreement
      on 31st January 2018 or at any time thereafter subject to the Company
      giving the Franchisee at least 6 months prior written notice of the date
      of termination.


13.   CONSEQUENCES OF TERMINATION


13.01 On the termination of this Agreement (for whatever reason) all rights of
      the Franchisee hereunder shal1 terminate and the Franchisee shall
      immediately thereafter cease to use the Company's trade names and the
      System and every part thereof and shall forthwith deliver to the Company
      or otherwise dispose of as the Company directs all Products, Concentrate,
      promotional materials, packaging, stationery, and other items and
      materials related to the Franchise which are in the Franchisee's
      possession or control at termination. The Company shall grant credit or
      pay to the Franchisee the cost to the Franchisee of any such Products and
      Concentrate so returned or delivered in a fully usable condition.


13.02 The termination of this Agreement (for whatever reason) shall not affect
      the respective rights and liabilities of each of the parties hereto
      accrued prior to such termination.


14.   MINIMUM ANNUAL SALES EXPRESSED IN LITRES OF FINISHED DRINK


14.01 In the event that the minimum annual sales expressed in litres of Finished
      Drink as set out in Part 3 of the Schedule are not achieved by the
      Franchisee the Company shall have the right (but not the duty) to
      terminate this Agreement on giving at least 90 days notice in writing of
      termination to the Franchisee. Such notice must be given within 60 days of
      receipt by the Company of the certificate described in Clause 5.01(q).


14.02 In the event that the Franchisee imports direct from the Company products
      of the Company not specified in Part 1 of the Schedule, these may become
      subject to a separate Distribution Agreement and will not contribute to
      the sales expressed in litres of Finished Drink figures set out in Part 3
      of the Schedule.

                                       11
<PAGE>
 
15.   STATUS OF AGREEMENT


Nothing in this Agreement shall constitute a partnership between the parties
hereto or constitute the Franchisee an agent of the Company for any purpose
whatever and the Franchisee shall have no authority or power to bind the
Company or to pledge its credit.


16.   ENTIRE UNDERSTANDING


16.01 This Agreement embodies the entire understanding between the parties
      hereto and there are no promises, terms or conditions or obligations, oral
      or written, expressed or implied, other than those contained or referred
      to herein.


16.02 Any alteration to this Agreement shall only be effective if in writing
      and signed for and on behalf of both of the parties hereto.


17.   WAIVER


No failure or omission by the Company to enforce any of the terms of this
Agreement shall be construed as a waiver of such terms.


18.   NOTICES


Any notice required to be given hereunder shall be sufficiently given if sent by
facsimile, registered or recorded delivery post or left at the registered office
for the time being of the party to whom notice is to be given. Any such notice
shall be deemed to have been duly given
      (a)  if sent by post, on the seventh day following the day of posting and

      (b)  if sent by facsimile on transmission by the sender.


19.   DISPUTE RESOLUTION


If there should be any dispute among the parties hereto arising out of or
relating to this Agreement, they will attempt in good faith to resolve the
dispute through discussion among senior managers having authority to settle it.
If the dispute is not resolved within 30 days of the start of such procedure, or
such longer period as the parties hereto agree, then it may be referred to
litigation.

                                       12
<PAGE>
 
20.   GOVERNING LAW/CONSENT TO JURISDICTION


This Agreement and all that follows thereon shall be governed, interpreted and
construed according to the Law of  Scotland and both parties hereto agree to
accept and prorogue the jurisdiction of the Court of Session in Edinburgh or the
Sheriff Court of Glasgow and Strathkelvin at Glasgow.



SIGNED BY                  )                  /S/ M. BARR
for and on behalf of       )                  -------------------------  
the Company:               )                  Director


at:  Glasgow
   -------------------------
on:  18 June 1997
   -------------------------


WITNESSED BY:

Name:        /s/ M. Hassan
             -----------------------
Address:     1306 Gallowgate
             -----------------------
             Glasgow
             -----------------------
             G31 4DS
             -----------------------


Occupation:  Transport Administrator
             -----------------------


SIGNED BY                  )                  /s/ Peter Bordeaux
for and on behalf of       )                  -------------------------
the Franchisee:            )                  Director (Duly Authorised)


At:  New Orleans
   --------------------------
On:  30 June 1997
   --------------------------


WITNESSED BY:


Name:        /s/ James L. Ake
             ------------------------
Address:     One Galleria Boulevard
             ------------------------
             Suite 1714
             ------------------------
             Metairie, LA 70001 USA
             ------------------------


Occupation:  Chief Operating Officer
             ------------------------
             AmBrew International

                                       13
<PAGE>
 
     THIS IS THE SCHEDULE REFERRED TO IN THE FOREGOING FRANCHISE AGREEMENT
                                        
     BETWEEN A.G. BARR P.L.C. AND AMERICAN CRAFT BREWING INTERNATIONAL LTD
                                        

                                        



                                    PART 1
                                        
                                 THE PRODUCTS
                                 ------------
                                        

                               Tizer (Standard)

                                Tizer ("Diet")



                                    PART 2
                                        
                     F 0 B PRICE SCHEDULE FOR CONCENTRATE
                     ------------------------------------
                                        

             $700 per 2 x Tizer Pack 493 plus 1 x Tizer Pack  020



                                    PART 3
                                    ------
                                        
          MINIMUM ANNUAL SALES EXPRESSED IN LITRES OF FINISHED DRINK
          ----------------------------------------------------------
                                        

              During the initial five years and the tenth and fourteenth year
              following the Date of Commencement.


              YEAR 1                               200,000 LITRES
              YEAR 2                               400,000 LITRES
              YEAR 3                               600,000 LITRES
              YEAR 4                               800,000 LITRES
              YEAR 5                               ONE MILLION LITRES
              YEAR 10                              TWO MILLION LITRES
              YEAR 14                              THREE MILLION LITRES

                                       14