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                                                                     Exhibit 2.1

                       PLAN AND AGREEMENT OF AMALGAMATION

               This  agreement  dated as of July 18, 1996,  among American Craft
Brewing International  Limited, a British Virgin Islands company ("Craft"),  and
American  Craft Brewing  International  Limited,  a Bermuda  company  ("American
Brewing International" and together with Craft, the "Constituent Companies").

               WHEREAS, Craft is a company duly organized and existing under the
laws of the British  Virgin  Islands,  having been  incorporated  on December 6,
1995;

               WHEREAS,   American  Brewing  International  is  a  company  duly
organized and existing under the laws of Bermuda,  having been  incorporated  on
June 3, 1996; and

               WHEREAS,  the Boards of Directors  of the parties  hereto deem it
desirable,  upon the terms and subject to the  conditions  herein  stated,  that
Craft  be  amalgamated  with  and  into  American  Brewing   International  (the
"Amalgamation")  and  that  American  Brewing  International  be  the  surviving
corporation  with the  outstanding  shares of capital stock of Craft,  par value
US$1.00 per share (the "Craft Shares"),  converted into common shares of US$0.01
each in the  capital of the Company  (the "ABI  Shares"),  of  American  Brewing
International  and  that  all of the  Craft  Shares  in  existence  prior to the
Amalgamation be canceled so that after the  Amalgamation  all of the outstanding
ABI Shares, other than directors'  qualifying shares, will be owned by those who
prior to the Amalgamation owned all of the outstanding Craft Shares.

               NOW THEREFORE, it is agreed as follows:

                                    ARTICLE I

               1.1  On  the  effective  date  of  the  Amalgamation,  Craft  and
                    American Brewing International shall amalgamate and continue
                    as one company,  with American Brewing  International as the
                    surviving corporation.  The Constituent Companies shall make
                    the  appropriate  filings with the Registrar of Companies of
                    Bermuda and the Registrar of Companies of the British Virgin
                    Islands.

                1.2 Upon the effective date of the Amalgamation:



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                    (i)    each then outstanding Craft Share shall, by virtue of
                           the  Amalgamation  and without any action on the part
                           of the  holder  thereof,  be  converted  into  an ABI
                           Share;

                    (ii)   each holder of a share  certificate  or  certificates
                           representing  Craft Shares  immediately  prior to the
                           effective  date  of the  Amalgamation  (each  an "Old
                           Craft  Share  Certificate"), upon  surrender  of such
                           certificate  or  certificates  to  American   Brewing
                           International   after  the  effective   date  of  the
                           Amalgamation,  shall be  entitled  to receive a share
                           certificate or certificates  representing  the number
                           of ABI  Shares  equal to the  number of Craft  Shares
                           held  by  such  holder   immediately   prior  to  the
                           effective date of the Amalgamation;

                    (iii)  if any certificate  representing  ABI Shares is to be
                           issued  in a name  other  than  that in  which an Old
                           Craft Share Certificate is registered,  it shall be a
                           condition of such  issuance that the  certificate  so
                           surrendered  shall be properly  endorsed or otherwise
                           in  proper  form for  transfer  and  that the  person
                           requesting such issuance shall either pay to American
                           Brewing  International  or  its  transfer  agent  any
                           transfer  or other  taxes  required  by reason of the
                           issuance of certificates representing ABI Shares in a
                           name other than that of the registered  holder of the
                           Old Craft Share Certificate surrendered, or establish
                           to the satisfaction of American Brewing International
                           or its transfer  agent that such tax has been paid or
                           is not applicable; and

                    (iv)   any and all ABI Shares issued and  outstanding  prior
                           to such  effective  date,  including  the  12,000 ABI
                           Shares  issued  to  Peter  W. H.  Bordeaux,  shall be
                           canceled, and shall be null and void.

                                   ARTICLE II

               2.1  Each record holder of the 2,000,000  issued and  outstanding
                    Craft Shares shall be entitled to vote on this Agreement and
                    the  Amalgamation  as provided by the applicable laws of the
                    British  Virgin  Islands.  The  record  holder of the 12,000
                    issued and  outstanding ABI Shares shall be entitled to vote
                    on  this  Agreement  and  the  Merger  as  provided  by  the
                    applicable  laws  of  Bermuda.  If  this  Agreement  is duly
                    adopted by the  requisite  votes of such  members and is not
                    terminated as  contemplated  by Article VI, a Certificate of
                    Amalgamation,   executed  in  accordance  with  the  law  of
                    Bermuda,  shall be filed with the  Registrar of Companies of
                    Bermuda. The Amalgamation shall become effective on the time
                    and date specified in the Certificate of Amalgamation issued
                    by the Registrar of Companies of Bermuda, referred to herein
                    as the "effective date of the Amalgamation."




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               2.2  Each of Craft and American Brewing  International  represent
                    and  warrant to each  other  that they are in good  standing
                    under the laws of the British  Virgin  Islands and  Bermuda,
                    respectively.

                                   ARTICLE III

               As of the  effective  date  of  the  Amalgamation,  the  separate
        existence of Craft shall cease;  American  Brewing  International  shall
        thereupon possess all the rights, privileges, immunities and franchises,
        of a public as well as a private  nature  of  Craft,  and all  property,
        real,  personal  and  mixed  and all  debts  due on  whatever  accounts,
        including  subscriptions to shares,  and all other choses in action, and
        each and every other  interest of or  belonging to or due to Craft shall
        be  deemed  to  be  the  rights,  privileges,   immunities,  franchises,
        property,  debts and interests of American Brewing International without
        further act or deed,  and the title to any real estate,  or any interest
        therein,  vested in Craft  shall not revert or in any way be impaired by
        reason of the  Amalgamation;  and American Brewing  International  shall
        thenceforth  be  responsible   and  liable  for  all   liabilities   and
        obligations  of Craft,  and any claim  existing or action or  proceeding
        pending by or against Craft may be prosecuted as if the Amalgamation had
        not taken place, or American Brewing International may be substituted in
        its  place.  Neither  the  rights of  creditors  nor any liens  upon the
        property of Craft shall be impaired by the Amalgamation.

                                   ARTICLE IV

               The Memorandum of Amalgamation  with respect to the  Amalgamation
        shall be deemed to be the Memorandum of Association of American  Brewing
        International  and the Certificate of  Amalgamation  with respect to the
        Amalgamation  shall be deemed to be the Certificate of  Incorporation of
        American  Brewing  International.   The  Bye-Laws  of  American  Brewing
        International shall not be affected by the Amalgamation.

                                    ARTICLE V

               This  Agreement may be  supplemented  or amended in any manner at
        any time and from time to time  before the issue of the  Certificate  of
        Amalgamation  by the  Constituent  Companies  without  any action by the
        members of Craft or American Brewing  International save with respect to
        the terms of conversion  set forth in clause 1.2 above.  Any  variation,
        modification  or amendment to this Agreement must be made in writing and
        executed by the Constituent Companies.  This Agreement may be terminated
        and the Amalgamation  abandoned at any time prior to the issuance by the
        Registrar of Companies in Bermuda of a Certificate  of  Amalgamation  by
        action taken by the  respective  Boards of Directors of the  Constituent
        Companies.



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                                   ARTICLE VI

               The names and  addresses  of the  directors  of American  Brewing
        International after giving effect to the Amalgamation are as follows:

                        (i)   John P. Beaudette
                              MHW, Ltd.
                              1165 Northern Boulevard
                              Manhasset, New York 11030
                              UNITED STATES;

                        (ii)  Peter W. H. Bordeaux
                              One Galleria Boulevard
                              Metairie, Louisiana 70001
                              UNITED STATES;

                        (iii) Norman H. Brown, Jr.
                              277 Park Avenue
                              New York, New York 10172
                              UNITED STATES;

                        (iv)  Federico Guillermo Cabo Alvarez
                              Pablo Neruda #2640, Suite 702
                              Guadalajara, Jalisco
                              MEXICO 44630;

                        (v)   John Campbell
                              Appleby, Spurling & Kempe
                              Cedar House
                              41 Cedar Avenue
                              Hamilton HM EX
                              BERMUDA;

                        (vi)  Wyndham H. Carver
                              Rondie Wood House
                              Near Milland
                              Liphook
                              Hampshire
                              UNITED KINGDOM;



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                        (vii) Tonesan Amissah-Furbert
                              Appleby, Spurling & Kempe
                              Cedar House
                              41 Cedar Avenue
                              Hamilton HM EX
                              BERMUDA

                      (viii)  David K. Haines
                              American Craft Brewing International Limited
                              Unit A1, 1/F, Vita Tower
                              29 Wong Chuk Hang
                              Aberdeen, HONG KONG; and

                      (ix)    Joseph E. Heid
                              Sara Lee Corporation
                              3 First National Plaza
                              Chicago, IL 60602

                                   ARTICLE VII

               This  Agreement  shall be governed  by the laws of  Bermuda,  but
        without  giving effect to  applicable  principles of conflicts of law to
        the extent  that the  application  of the laws of  another  jurisdiction
        would be required thereby.

               IN WITNESS WHEREOF, Craft and American Brewing International have
        each caused this Agreement to be executed by its  authorized  officer as
        of the date first above written.


                                       AMERICAN CRAFT BREWING
                                       INTERNATIONAL LIMITED, a
                                       British Virgin Islands company



                                       /s/ Peter W. H. Bordeaux
                                       _________________________________________
                                       By: Peter W. H. Bordeaux
                                       Title:  Chairman



                                       AMERICAN CRAFT BREWING
                                       INTERNATIONAL LIMITED, a 
                                       Bermuda company



                                       /s/ Peter W. H. Bordeaux
                                       _________________________________________
                                       By: Peter W. H. Bordeaux
                                       Title:  Chairman


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