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                                                                    Exhibit 10.9

                       RATIFICATION AND EXCHANGE AGREEMENT

               This  Ratification and Exchange  Agreement (this  "Agreement") is
dated and entered into as of the 31st day of May,  1996 by and among South China
Brewing  Company  Limited,  a Hong Kong company (the  "Brewing  Company"),  SCBC
Distribution Company Limited, a Hong Kong company (the "Distribution  Company"),
Craft Brewing Holdings Limited, a British Virgin Islands company ("Craft"),  and
each the persons listed on the signature pages hereto.

               WHEREAS,  the shareholders  (the "Brewing Company  Shareholders")
and directors (the "Brewing Company Directors") of the Brewing Company,  and the
shareholders  (the  "Distribution  Company  Shareholders")  and  directors  (the
"Distribution  Company  Directors") of the Distribution  Company and the members
(the "Craft  Members") and directors (the "Craft  Directors") of Craft desire to
ratify and confirm  certain matters and to rescind the  Shareholders'  Agreement
(the  "Brewing  Company  Shareholders'  Agreement")  among the  Brewing  Company
Shareholders party thereto a copy of which is attached hereto as Annex A and the
Shareholders'  Agreement (the "Distribution  Company  Shareholders'  Agreement")
among the  Distribution  Company  Shareholders  party thereto a copy of which is
attached hereto as Annex B;

               WHEREAS,  each of the  Brewing  Company  Shareholders  listed  on
Schedule I hereto (the "Brewing Company Shareholders") desires to sell and Craft
desires to purchase  the number of shares of HK$1.00  each in the capital of the
Brewing Company (the "Brewing  Company  Shares") set forth opposite each Brewing
Company Shareholder's name in column two of Schedule I in consideration of Craft
issuing and  delivering  the number of shares of US$1.00  each in the capital of
Craft (the "Old Craft  Shares") to each Brewing  Company  Shareholder  set forth
opposite such Brewing Company Shareholder's name in column three of Schedule I;

               WHEREAS,  each of the Distribution Company Shareholders listed on
Schedule II hereto (the "Distribution Company Shareholders") desires to sell and
Craft desires to purchase the number of shares of HK$1.00 each in the capital of
the Distribution Company (the "Distribution  Company Shares") set forth opposite
each Distribution Company Shareholder's name in column two of Schedule II hereto
in  consideration of Craft issuing and delivering the number of Old Craft Shares
to each  Distribution  Company  Shareholder set forth opposite such Distribution
Company Shareholder's name in column three of Schedule II;

               WHEREAS,  Craft desires to ratify and approve the sale by Sazerac
Company, Inc., a Louisiana corporation  ("Sazerac"),  to Federico Guillermo Cabo
Alvarez  ("Cabo") of 7,600 Old Craft Shares,  constituting  all of the Old Craft
Shares beneficially owned by Sazerac;




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                                       2


               WHEREAS, to provide incentive to Pierre William Harrison Bordeaux
("Bordeaux"),  who, as President of Sazerac, has considerable  experience in the
alcohol beverage industry, to agree to act as Chairman of the Board of Directors
of Craft or any  successor  to the  business  of Craft  incorporated  in Bermuda
("Newco"),  Craft  desires to ratify and  approve  the sale by Cabo of 2,500 Old
Craft Shares beneficially owned by Cabo to Bordeaux;

               WHEREAS,  the Board of Directors  of Craft  desires to change its
name to American Craft Brewing International Limited;

                WHEREAS, Craft desires to appoint Bordeaux Chairman of the Board
of Directors of Craft, to appoint James L. Ake ("Ake")  Executive Vice President
and  Secretary  of Craft and to  appoint  David K.  Haines  ("Haines")  Managing
Director for Hong Kong Operations of Craft;

               WHEREAS,  each of the persons having the right to acquire the Old
Craft Shares listed on Schedule III hereto (the "Hong Kong  Investors")  desires
to  consummate  the  acquisition  of the  number of Old Craft  Shares  set forth
opposite each Hong Kong Investor's name in column two of Schedule III hereto and
for which such Hong Kong Investor heretofore has remitted to the Brewing Company
the amount set forth opposite such Hong Kong  Investor's name in column three of
Schedule III, and Craft desires to issue such number of Old Craft Shares to each
such Hong Kong Investor;

               WHEREAS,  Craft  desires to engage in a share split  whereby each
Craft Member would receive eighty shares of US$0.01 each in the capital of Craft
(the "New Craft Shares") for each Old Craft Share held by such Craft Member;

               WHEREAS, Craft desires to merge into Newco;

                WHEREAS,   Craft  desires  to  borrow  US$350,000  from  certain
lenders; and

                WHEREAS,  the  parties  desire to take  such  other  actions  as
described herein;

               NOW THEREFORE, the parties hereto agree and take corporate action
as follows:



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                                       3


                                    ARTICLE I

Authorization, Ratification, Confirmation and Rescission Matters Relating to the
                                 Brewing Company

               1.  The undersigned Brewing Company Directors hereby:

                  1.1     acknowledge  and  confirm the  allotment,  dated as of
                          October 26,  1995,  of that number of Brewing  Company
                          Shares  set forth  opposite  the name of each  Brewing
                          Company Shareholder set forth on Schedule IV hereto;

                  1.2     approve the transfer of the number of Brewing  Company
                          Shares  set  forth   opposite  each  Brewing   Company
                          Shareholder's  name in column  two of  Schedule I from
                          each such Brewing Company Shareholder to Craft subject
                          to the relevant instruments of transfer and bought and
                          sold notes being properly stamped and confirm that the
                          resolution  of the Board of  Directors  of the Brewing
                          Company  dated  December  31,  1995   authorizing  the
                          transfer of 4,749 Brewing  Company Shares to Craft was
                          erroneously recorded and that such transfer has not in
                          fact been consummated;

                  1.3     authorize,  subject  to the  relevant  instruments  of
                          transfer  and  bought and sold  notes  being  properly
                          stamped,   the   issuance  and  delivery  of  a  share
                          certificate  evidencing  the  Brewing  Company  Shares
                          being  transferred  to Craft  pursuant  to  Article IV
                          hereof and the entry of Craft's name as the transferee
                          of  such  Brewing   Company   Shares  in  the  Brewing
                          Company's register of members;

                  1.4     acknowledge  and confirm  that the  Brewing  Company's
                          fiscal year end shall be October 31;

                  1.5     acknowledge  and  confirm  the  resignation  of Tengis
                          Limited as Secretary of the Brewing Company  effective
                          as of May 25, 1995 and the  appointment  J. P. Walsh &
                          Co. as Secretary of the Brewing  Company  effective as
                          of June 20, 1995;

                  1.6     acknowledge  and  confirm  the  resignation  of OnLine
                          Group  Limited as a director  of the  Brewing  Company
                          effective as of April 11, 1995;



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                                       4


                  1.7     acknowledge and confirm that the registered  office of
                          the Brewing Company, effective as of October 18, 1994,
                          is located at Unit A1, 1/F,  Vita Tower,  29 Wong Chuk
                          Road, Aberdeen, Hong Kong;

                  1.8     acknowledge  and  confirm  the  resignation  of  Lunar
                          Holdings  Limited  ("Lunar")  as  a  director  of  the
                          Brewing Company and the election of Haines pursuant to
                          Article  83  of  the  Brewing  Company's  Articles  of
                          Association  to fill the  resulting  vacancy,  in each
                          case effective as of March 15, 1996;

                  1.9     elect  Bordeaux  Chairman of the Board of Directors of
                          the Brewing Company;

                  1.10    elect Haines Managing Director of the Brewing Company;

                  1.11    agree that by their  execution of this  Agreement  all
                          resolutions,   authorizations   or  approvals  of  the
                          Brewing Company  Directors  contained  herein shall be
                          regarded as being resolved,  authorized or approved by
                          the Brewing  Company  Directors by written  resolution
                          pursuant to Article 107 of the Articles of Association
                          of the Brewing Company; and

                  1.12    approve  this  Agreement  and  authorize  Bordeaux  to
                          execute  this  Agreement  on  behalf  of  the  Brewing
                          Company.

               2.  The undersigned Brewing Company Shareholders hereby:

                  2.1     agree that any and all bought notes and instruments of
                          transfer  previously  signed by each of them in escrow
                          in respect of the number of Brewing Company Shares set
                          forth  opposite  his name in column two of  Schedule I
                          shall  be  regarded  as null  and  void as of the date
                          hereof and shall cease to have any effect; and

                  2.2     rescind the Brewing  Company  Shareholders'  Agreement
                          and  agree  that such  agreement  shall be void and no
                          longer of any force and effect.

                                   ARTICLE II

Authorization, Ratification, Confirmation and Rescission Matters Relating to the
                              Distribution Company



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                                       5


               1.  The undersigned Distribution Company Directors hereby:

                  1.1     acknowledge  and confirm the  allotment of October 26,
                          1995 of that number of Distribution Company Shares set
                          forth opposite the name of each  Distribution  Company
                          Shareholder set forth on Schedule V hereto;

                  1.2     approve  the  transfer  of the number of  Distribution
                          Company  Shares set forth  opposite each  Distribution
                          Company  Shareholder's  name in column two of Schedule
                          II from each such Distribution  Company Shareholder to
                          Craft subject to the relevant  instruments of transfer
                          and bought and sold notes being properly stamped;

                  1.3     authorize,  subject  to the  relevant  instruments  of
                          transfer  and  bought and sold  notes  being  properly
                          stamped,   the   issuance  and  delivery  of  a  share
                          certificate evidencing the Distribution Company Shares
                          being  transferred  to Craft  pursuant  to  Article  V
                          hereof and the entry of Craft's name as the transferee
                          of   such   Distribution   Company   Shares   in   the
                          Distribution Company's register of members;

                  1.4     acknowledge  and confirm the  resignation of Sovereign
                          Secretaries   (HK)   Limited  as   Secretary   of  the
                          Distribution Company effective as of July 11, 1995 and
                          the  appointment  of J. P. Walsh & Co. as Secretary of
                          the  Distribution  Company  effective  as of July  11,
                          1995;

                  1.5     acknowledge  and  confirm the  election  of  Bordeaux,
                          Norman  Herbert  Brown,  Jr.,  ("Brown")  and  John F.
                          Beaudette   to  the   Board   of   Directors   of  the
                          Distribution Company effective as of October 16, 1995;

                  1.6     acknowledge  and confirm the resignation of Lunar as a
                          director  of  the  Distribution  Company  pursuant  to
                          Article 15 of the Distribution  Company's  Articles of
                          Association  and the  election  of  Haines to fill the
                          resulting vacancy,  in each case effective as of March
                          15, 1995;

                  1.7     acknowledge   and  confirm  the   resolutions  of  the
                          Distribution  Company  Directors passed at meetings of
                          the Board of Directors of the Distribution  Company on
                          September    26,   1995   and   January   31,    1996,
                          notwithstanding    the   fact   that   the   directors
                          participated by telephone;



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                                       6


                  1.8     elect  Bordeaux  Chairman of the Board of Directors of
                          the Distribution Company;

                  1.9     elect  Haines  Managing  Director of the  Distribution
                          Company;

                  1.10    adopt a seal, an impression of which is affixed hereto
                          as Exhibit A, as the common  seal of the  Distribution
                          Company;

                  1.11    agree that by their execution of this  Agreement,  all
                          resolutions,   authorizations   or  approvals  of  the
                          Distribution  Company Directors contained herein shall
                          be regarded as being resolved,  authorized or approved
                          by  the  Distribution  Company  Directors  by  written
                          resolution  pursuant to Article 20 of the  Articles of
                          Association of the Distribution Company; and

                  1.12    approve  this  Agreement  and  authorize  Bordeaux  to
                          execute this  Agreement on behalf of the  Distribution
                          Company.

               2.  The undersigned Distribution Company Shareholders hereby:

                  2.1     agree that any  bought and sold notes and  instruments
                          of  transfer  previously  signed  by them in escrow in
                          respect of the number of  Distribution  Company Shares
                          set forth  opposite his name in column two of Schedule
                          II shall be  recorded  as null and void as of the date
                          hereof and shall cease to have any effect;

                  2.2     rescind   the   Distribution   Company   Shareholders'
                          Agreement and agree that such agreement  shall be void
                          and no longer of any force and effect;

                  2.3     Confirm that  Bordeaux's name has appeared as Peter W.
                          H.  Bordeaux  in  all  records  and  documents  of the
                          Distribution  Company  and that both the names  Pierre
                          William  Harrison  Bordeaux  and Peter W. H.  Bordeaux
                          refer to him as the one and same person.

                                   ARTICLE III

      Authorization, Approval and Recommendation Matters Relating to Craft

               1.  The undersigned Craft Directors hereby:





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                                       7


                  1.1     authorize the issuance and  delivery,  effective as of
                          the  date  hereof,   of  the  Old  Craft  Shares  (and
                          certificates   evidencing   such   Shares)  set  forth
                          opposite each Brewing  Company  Stockholder's  name in
                          column  three  of  Schedule  I  in  exchange  for  the
                          transfer  and  delivery of all of the Brewing  Company
                          Shares in column  two of  Schedule  I and the entry of
                          such Brewing Company  Shareholder's name as the holder
                          of such  Old  Craft  Shares  in  Craft's  register  of
                          members;

                  1.2     authorize the issuance and  delivery,  effective as of
                          the  date  hereof,   of  the  Old  Craft  Shares  (and
                          certificates   evidencing   such   Shares)  set  forth
                          opposite each Distribution Company  Stockholder's name
                          in column  three of Schedule  II in  exchange  for the
                          transfer  and  delivery  of all  of  the  Distribution
                          Company  Shares in column two of  Schedule  II and the
                          entry of such Distribution Company  Shareholder's name
                          as the  holder  of such Old Craft  Shares  in  Craft's
                          register of members;

                  1.3     ratify and  approve,  effective  as of the date hereof
                          immediately   following   consummation  of  the  share
                          transfers  authorized  in Sections 1.1 and 1.2 of this
                          Article  III,  the sale by  Sazerac of 7,600 Old Craft
                          Shares  to Cabo and sale by Cabo of  2,500  Old  Craft
                          Shares to Bordeaux  pursuant to that certain agreement
                          among  Sazerac,  Cabo and Bordeaux dated as of June 1,
                          1995 attached hereto as Exhibit B;

                  1.4     authorize  the  issuance and delivery to the Hong Kong
                          Investors of the Old Craft  Shares set forth  opposite
                          each  Hong  Kong  Investor's  name  in  column  two of
                          Schedule III and for which each Hong Kong Investor has
                          remitted the amount set forth  opposite such Hong Kong
                          Investor's name in column three of Schedule III;

                  1.5     resolve  that  the  Memorandum  of   Association   and
                          Articles of  Association of Craft be amended to change
                          the name of the  company  to  American  Craft  Brewing
                          International Limited;

                  1.6     resolve that the Memorandum of Association of Craft be
                          amended  by  deleting  Clause  9 in its  entirety  and
                          replacing it with the following;

                             "9. The authorized  capital is made up of one class
                             and one  series of shares  divided  into  5,000,000
                             shares of US$0.01 par value."




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                                       8


                  1.7     resolve that  immediately  upon the effective  date of
                          Articles IV and V, each Old Craft Share shall be split
                          into  eighty (80)  shares,  US$0.01 par value of Craft
                          ("New Craft  Shares")  so that each Craft  Member will
                          receive  the  number  of New  Craft  Shares  set forth
                          opposite  such  Craft  Member's  name on  Schedule  VI
                          hereto and that any Old Craft Shares previously issued
                          shall be canceled and void as of such  effective  date
                          and  shall no longer  represent  any  right,  title or
                          interest in any capital stock of Craft;

                  1.8     accept the resignation of Lunar as a director of Craft
                          pursuant to Article 85 of the Articles of  Association
                          of  Craft  and the  election  of  Haines  pursuant  to
                          Article 86 of the Articles of  Association of Craft to
                          fill the resulting vacancy,  in each case effective as
                          of March 15, 1995;

                  1.9     elect  Bordeaux  Chairman of the Board of Directors of
                          Craft;

                  1.10    elect Ake  Executive  Vice  President and Secretary of
                          Craft;

                  1.11    elect   Haines   Managing   Director   for  Hong  Kong
                          Operations of Craft;

                  1.12    authorize  and approve the merger  (the  "Merger")  of
                          Craft into Newco  pursuant to which each Craft  member
                          will  receive  one  share of Newco  for each New Craft
                          Share held by such Craft  Member and resolve  that the
                          Merger is in the best interest of the Craft Members;

                  1.13    approve  the  form,   terms  and   provisions  of  the
                          Agreement and Plan of Merger,  between Craft and Newco
                          attached hereto as Exhibit C (the "Merger  Agreement")
                          and authorize the Chairman of the Board of Craft,  the
                          Executive  Vice  President  and Secretary of Craft and
                          the  Managing  Director  for Hong Kong  Operations  of
                          Craft (the "Authorized  Officers"),  and each of their
                          designees,  to execute and deliver, in the name and on
                          behalf of Craft, the Merger Agreement in substantially
                          the  form  attached   hereto,   with  such  additions,
                          deletions  or  changes  as  the   Authorized   Officer
                          executing  the  same  shall  approve  (the   execution
                          thereof by any  Authorized  Officer  to be  conclusive
                          evidence  of  his  approval  of  any  such  additions,
                          deletions or changes);

                  1.14    authorize the Authorized  Officers and their designees
                          to consummate the Merger in accordance with the Merger



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                                       9


                          Agreement,  and in connection  therewith,  to execute,
                          deliver, acknowledge, file and record, as appropriate,
                          any and all documents and  instruments  in the name of
                          and on behalf of Craft and, if so required,  under its
                          corporate   seal  or  otherwise  as  they  shall  deem
                          necessary or  advisable,  including but not limited to
                          filing  of the  appropriate  certificate  of merger in
                          accordance  with  the  laws  of  the  British  Virgins
                          Islands;

                  1.15    authorize the Authorized Officers,  in the name and on
                          behalf of Craft, to pay all necessary,  appropriate or
                          advisable  fees  incurred  by  Craft  or  any  of  its
                          directors,  officers or agents in connection  with the
                          Merger and to execute,  acknowledge,  deliver and file
                          all    statements,     applications,     certificates,
                          undertakings,  notices,  consents and other agreements
                          with  appropriate   persons  (including   governmental
                          agencies)  and  to  appear  before  officials  of  any
                          foreign    or    domestic    governmental    agencies,
                          authorities,  commissions  or other similar  bodies in
                          connection with the Merger;

                  1.16    adopt the form of any and all resolutions  required by
                          such  agencies,  authorities,  commissions  or similar
                          bodies to be adopted in  connection  with the  Merger;
                          and  the  Secretary  of  Craft  shall   evidence  such
                          adoption by filing with the records of Craft copies of
                          such  resolutions,  which shall thereupon be deemed to
                          have been duly  adopted by the Board of  Directors  of
                          Craft;

                  1.17    authorize  the  Authorized  Officers  to  execute  and
                          deliver  any  and  all  agreements,   instruments  and
                          documents  and to do any and all acts and things,  and
                          to pay such  expenses  and  taxes,  including  without
                          limitation,  legal fees and expenses,  as they, or any
                          of them,  deem  necessary  or  advisable  to carry out
                          fully the  Merger  Agreement  (and the  execution  and
                          delivery thereof) and the Merger;

                  1.18    authorize  the  Authorized  Officers,   by  a  written
                          power-of-attorney,  to  authorize  any other  officer,
                          employee, agent or counsel of Craft to take any action
                          and to execute and deliver any  agreement,  instrument
                          or  other  document   referred  to  in  the  foregoing
                          resolutions  in place of or on behalf of such officer,
                          with full power as if such  officer  were  taking such
                          action himself;

                  1.19    recommend  that the Craft  Members'  vote for approval
                          and adoption of the Merger Agreement and the Merger;



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                                       10


                  1.20    ratify and approve the bridge  financing  (the "Bridge
                          Financing")  provided by Harry Allen  Friedberg,  John
                          Arvanitis,  Mark  John  Gallagher,  Mark  Youts,  Noah
                          Shaffer and Long Term  Partners,  Ltd.  (collectively,
                          the  "Bridge  Lenders")  pursuant  to which the Bridge
                          Lenders  have loaned or will lend,  in the  aggregate,
                          US$350,000  to Craft in  return  for the  issuance  of
                          Redeemable    Convertible   Notes,   Series   A   (the
                          "Redeemable  Convertible  Notes")  in favor of each of
                          the Bridge Lenders;

                  1.21    approve the form, terms and provisions of (i) purchase
                          agreements between Craft, on the one hand, and each of
                          the Bridge Lenders, on the other hand, attached hereto
                          as  Exhibits  D,  E,  F G,  H  and  I  (the  "Purchase
                          Agreements") and (ii) the Redeemable Convertible Notes
                          attached  hereto as  Exhibits  J, K, L, M, N and O and
                          approve and  authorize  the execution and delivery of,
                          in the name of and on behalf of  Craft,  the  Purchase
                          Agreements and the Redeemable Convertible Notes by the
                          Authorized Officers in substantially the form attached
                          hereto,  with such  additions and deletions or changes
                          as the  Authorized  Officers  executing the same shall
                          approve  (the  execution  thereof  by  any  Authorized
                          Officer to be  conclusive  evidence of his approval of
                          any such additions, deletions or changes);

                  1.22    authorize  the  Authorized  Officers  to  execute  and
                          deliver  any  and  all  agreements,   instruments  and
                          documents  and to do any and all acts and things,  and
                          to pay such  expenses  and  taxes,  including  without
                          limitation legal fees and expenses, as they, or any of
                          them,  deem  necessary or advisable to carry out fully
                          the Purchase Agreements and the Redeemable Convertible
                          Notes;

                  1.23    authorize the Authorized Officers,  by a written power
                          of attorney, to authorize any other officer, employee,
                          agent or  counsel  of Craft to take any  action and to
                          execute and deliver any agreement, instrument or other
                          document  referred to in the foregoing  resolutions in
                          place of or on behalf of such officer, with full power
                          as if such officer were taking such action himself;

                  1.24    reserve  for  issuance  pursuant  to the  terms of the
                          Convertible  Notes and the warrants issued pursuant to
                          the terms thereof 500,000 New Craft Shares; and

                  1.25    approve  this  Agreement  and  authorize  Bordeaux  to
                          execute this Agreement on behalf of Craft.



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                                       11


              2. The undersigned members of Craft hereby:

                  2.1     agree that any and all share  certificates  purporting
                          to evidence  Old Craft  Shares in their hands prior to
                          the date of this  Agreement  which were not considered
                          duly issued due to lack of  consideration  given shall
                          be delivered to Craft for cancellation  upon execution
                          of this  Agreement  and are  null  and void and do not
                          represent  any  right,  title or  interest  in any Old
                          Craft Shares;

                  2.2     authorize  the Merger of Craft into Newco  pursuant to
                          which the Craft  Members  would  receive  one share of
                          Newco for each New Craft  Share and  approve the form,
                          terms and provisions of the Merger Agreement; and

                  2.3     agree that any and all stock certificates representing
                          Old Craft  Shares held by each Craft  Member  shall be
                          delivered to Craft upon  execution  of this  Agreement
                          and  shall be  canceled  and void as of the  effective
                          date  of  Articles  IV  and  V  and  shall  no  longer
                          represent any right,  title or interest in any capital
                          stock of Craft.

                                   ARTICLE IV

                          The Brewing Company Exchange

               1. Each of the Brewing Company Shareholders hereby agrees to sell
to Craft, and Craft hereby,  agrees to purchase and acquire, the Brewing Company
Shares set forth opposite each Brewing Company  Shareholder's name in column two
of Schedule I, and in  consideration  for each such  purchase  and  acquisition,
Craft shall issue and deliver the number of Old Craft Shares set forth  opposite
such Brewing  Company  Shareholder's  name in column three of Schedule I to each
such Brewing Company Shareholder.

               2. Each of the  Brewing  Company  Shareholders  and Craft  agrees
that:

                  2.1     completion  of the sale and  purchase of the number of
                          the Brewing  Company  Shares set forth  opposite  each
                          Brewing  Company  Shareholder's  name in column two of
                          Schedule I pursuant  to  paragraph  1 above shall take
                          place upon execution of this Agreement when all of the
                          following conditions shall have been satisfied by each
                          such Brewing Company Shareholder and Craft:

                          (i)    each  Brewing  Company  Shareholder  shall have
                                 delivered  a  duly  executed  bought  note  and
                                 instrument  of  transfer  in  favor of



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                                       12


                                 Craft in respect  of the number of the  Brewing
                                 Company  Shares set forth  opposite his name in
                                 column two of Schedule I;

                          (ii)   a  declaration  of trust duly executed by Lunar
                                 in favor of Craft  in  respect  of one  Brewing
                                 Company  Share  shall  have been  delivered  to
                                 Craft; and

                          (iii)  any and  all  share  certificates  representing
                                 Brewing Company Shares,  other than Certificate
                                 No.  4 held by  Lunar,  held  by  such  Brewing
                                 Company  Shareholder  shall have been delivered
                                 to Craft;

                  2.2     any stamp duty payable in connection with the sale and
                          purchase of the number of the Brewing  Company  Shares
                          set forth opposite each Brewing Company  Shareholder's
                          name in column  two of  Schedule  I  pursuant  to this
                          Article IV hereof shall be borne by Craft; and

                  2.3     upon the relevant  instruments  of transfer and bought
                          and sold notes  being  properly  stamped,  Craft shall
                          tender  to  the   Brewing   Company   all  such  share
                          certificates   delivered   by  the   Brewing   Company
                          Shareholders   under  paragraph   2.1(iii)  above  for
                          cancellation  together  with the relevant duly stamped
                          instruments  of  transfer  and  bought  and sold notes
                          whereupon  Craft  shall  be  issued a  certificate  in
                          respect of 4,749 Brewing Company  Shares,  thereafter,
                          each such Brewing  Company  Shareholder  shall have no
                          right,  title  or  interest  in  any  Brewing  Company
                          Shares.

                                    ARTICLE V

                        The Distribution Company Exchange

               1. Each of the Distribution Company Shareholders hereby agrees to
sell to Craft, and Craft hereby agrees to purchase and acquire, the Distribution
Company Shares set forth opposite each Distribution  Company  Shareholder's name
in column two of Schedule II, and in  consideration  for each such  purchase and
acquisition,  Craft shall issue and deliver the number of Craft Shares set forth
opposite  such  Distribution  Company  Shareholder's  name in  column  three  of
Schedule II to each such Distribution Company Shareholder.

               2. Each of the Distribution Company Shareholders and Craft agrees
that:

                  2.1   completion of the sale and purchase of the number of the
                        Distribution  Company  Shares  set forth  opposite  each
                        Distribution Company Shareholder's name in column two of
                        Schedule  II



<PAGE>
<PAGE>
                                       13




                          pursuant  to  paragraph  1 above shall take place upon
                          execution of this Agreement by each such  Distribution
                          Company   Shareholder   and  Craft  when  all  of  the
                          following conditions shall have been satisfied:

                          (i)    each  Distribution  Company  Shareholder  shall
                                 have delivered to Craft a duly executed  bought
                                 note and  instrument  of  transfer  in favor of
                                 Craft  in   respect   of  the   number  of  the
                                 Distribution  Company Shares set forth opposite
                                 his name in column two of Schedule II;

                          (ii)   a  declaration  of trust duly executed by Lunar
                                 in   favor  of   Craft   in   respect   of  one
                                 Distribution  Company  Share  shall  have  been
                                 delivered to Craft; and

                          (iii)  any and  all  share  certificates  representing
                                 Distribution  Company  Shares held by each such
                                 Distribution  Company  Shareholder  shall  have
                                 been delivered to Craft;

                  2.2   any stamp duty payable in  connection  with the sale and
                        purchase  of  the  number  of the  Distribution  Company
                        Shares set forth opposite each such Distribution Company
                        Shareholder's name in column two of Schedule II pursuant
                        to this Article V hereof shall be borne by Craft; and

                  2.3   upon the relevant instruments of transfer and bought and
                        sold notes being properly  stamped Craft shall tender to
                        the  Distribution  Company  all such share  certificates
                        delivered by the Distribution Company Shareholders under
                        paragraph 2.1(iii) above for cancellation  together with
                        the relevant  duly stamped  instruments  of transfer and
                        bought and sold notes where upon Craft shall be issued a
                        certificate  in  respect  of  249  Distribution  Company
                        Shares  and  Lunar  shall  be  issued a  certificate  in
                        respect of one Distribution  Company Share.  Thereafter,
                        each such Distribution Company Shareholder shall have no
                        right  title or  interest  in any  Distribution  Company
                        Shares.



<PAGE>
<PAGE>
                                       14


                                   ARTICLE VI

                           Effectiveness of Agreement

               This  Agreement  shall  become  effective  when (i)  counterparts
hereof shall have been executed and  delivered by persons  entitled to receive a
majority of the Old Craft Shares issued pursuant to Article III,  Article IV and
Article V and by each of the Craft Directors,  the Brewing Company Directors and
the Distribution  Company  Directors and (ii) a majority of the Old Craft Shares
authorized  to be issued under  Article III,  Article IV and Article V have been
issued pursuant to such Articles to the person or persons described herein.

                                   ARTICLE VII

                                  Miscellaneous

               1. This   Agreement   embodies   the   complete   agreement   and
                  understanding  among the parties  hereto  with  respect to the
                  subject matter hereof and supersedes any prior understandings,
                  agreements,  resolutions or representations,  written or oral,
                  that may have related to the subject  matter in any way.  Each
                  of the parties hereto confirms and acknowledges that he is not
                  entitled  to any  shares  of  capital  stock  in  the  Brewing
                  Company,  the  Distribution  Company or Craft or any  interest
                  therein other than pursuant to this Agreement and all previous
                  documents  signed by any such party with respect to any of the
                  matters  referred  to herein  shall  cease to have any  effect
                  unless otherwise provided herein.

               2. This Agreement may be executed in counterparts,  each of which
                  shall be an original and all of which shall constitute one and
                  the same instrument when a counterpart  hereof has been signed
                  by each of the parties hereto.

               3. This  Agreement  shall be governed by the laws of the State of
                  New York, 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.

               4. The article  headings in this Agreement are for convenience of
                  reference  only and shall in no event  affect  the  meaning or
                  interpretation of this Agreement.



<PAGE>
<PAGE>
                                       15


               5. In this Agreement,  words  importing the singular  include the
                  plural and vice versa,  words importing a gender include every
                  gender and references to persons  include bodies  corporate or
                  unincorporate.

               IN  WITNESS  WHEREOF,   this  Agreement  has  been  executed  and
delivered by the parties hereto as of the date set forth above.

                                  SOUTH CHINA BREWING COMPANY LIMITED



                                  /s/ Pierre William Harrison Bordeaux
                                  ______________________________________________
                                  By:  Pierre William Harrison Bordeaux

                                  SCBC DISTRIBUTION COMPANY LIMITED



                                  /s/ Pierre William Harrison Bordeaux
                                  ______________________________________________
                                  By:  Pierre William Harrison Bordeaux

                                  CRAFT BREWING HOLDINGS LIMITED



                                  /s/ Pierre William Harrison Bordeaux
                                  ______________________________________________
                                  By:  Pierre William Harrison Bordeaux

                                  SAZERAC COMPANY, INC.



                                  /s/ Pierre William Harrison Bordeaux
                                  ______________________________________________
                                  By:  Pierre William Harrison Bordeaux



                                  /s/ Federico Guillermo Cabo Alvarez
                                  ______________________________________________
                                  Federico Guillermo Cabo Alvarez



                                  /s/ David K. Haines
                                  ______________________________________________
                                  By: David K. Haines


<PAGE>
<PAGE>
                                       16



                                  BPW HOLDING, LTD.



                                  /s/ John F. Beaudette
                                  ______________________________________________
                                  By: John F. Beaudette



                                  /s/ Norman Herbert Brown, Jr.
                                  ______________________________________________
                                  Norman Herbert Brown, Jr.



                                  /s/ Harry Friedberg
                                  ______________________________________________
                                  Harry Friedberg



                                  /s/ Jonathan Julian Ashby Gurnsey
                                  ______________________________________________
                                  Jonathan Julian Ashby Gurnsey



                                  /s/ Sheldon Kasowitz
                                  ______________________________________________
                                  Sheldon Kasowitz



                                  /s/ Michael MacKenzie
                                  ______________________________________________
                                  Michael MacKenzie



                                  /s/ Jeremy Muller
                                  ______________________________________________
                                  Jeremy Muller



                                  /s/ P.M.H. Carr-Smith
                                  ______________________________________________
                                  P.M.H. Carr-Smith



                                  /s/ James Craig Chapman
                                  ______________________________________________
                                  James Craig Chapman



                                  /s/ Steven Marzo
                                  ______________________________________________
                                  Steven Marzo



                                  /s/ Danny L. Quant
                                  ______________________________________________
                                  Danny L. Quant



                                  /s/ Rajesh Sharma
                                  ______________________________________________
                                  Rajesh Sharma



                                  /s/ Philip Teed
                                  ______________________________________________
                                  Philip Teed



                                  /s/ Susan Sisko Teed
                                  ______________________________________________
                                  Susan Sisko Teed



                                  /s/ Geoffrey Carolan
                                  ______________________________________________
                                  Geoffrey Carolan



                                  /s/ David Cody
                                  ______________________________________________
                                  David Cody



                                  /s/ Thomas D. Schroeder
                                  ______________________________________________
                                  Thomas D. Schroeder



                                  /s/ C. Porter Shutt
                                  ______________________________________________
                                  C. Porter Shutt



                                  /s/ Niall Shiner
                                  ______________________________________________
                                  Niall Shiner



                                  /s/ Darryl Tang
                                  ______________________________________________
                                  Darryl Tang



                                  /s/ Michael Novogratz
                                  ______________________________________________
                                  Michael Novogratz



                                  /s/ Cyril Yap
                                  ______________________________________________
                                  Cyril Yap



                                  /s/ Alvin Khoo
                                  ______________________________________________
                                  Alvin Khoo



                                  /s/ Eric Green
                                  ______________________________________________
                                  Eric Green



                                  /s/ Peter Hirschman
                                  ______________________________________________
                                  Peter Hirschman



                                  /s/ Adam Aston
                                  ______________________________________________
                                  Adam Aston



                                  /s/ Joel Abramson
                                  ______________________________________________
                                  Joel Abramson






<PAGE>
<PAGE>
                                       17




                                   Schedule I

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                                         South China Brewing       Craft Brewing Holdings
                                        Company Limited Shares         Limited Shares
-----------------------------------------------------------------------------------------
        (1)                                        (2)                        (3)
<S>                                               <C>                      <C>  
Sazerac Company, Inc.                             1,520                    3,800

Federico Guillermo Cabo Alvarez                   1,520                    3,800

Lunar Holdings Limited                              949                    2,375

BPW Holding, Ltd.                                   380                      950

Norman Herbert Brown, Jr.                           380                      950


</TABLE>


<PAGE>
<PAGE>
                                       18





                                   Schedule II

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------
                                       SCBC Distribution Company    Craft Brewing Holdings
                                            Limited Shares              Limited Shares
-------------------------------------------------------------------------------------------
        (1)                                 (2)                             (3)
<S>                                               <C>                      <C>  
Sazerac Company, Inc.                             80                       3,800

Federico Guillermo Cabo Alvarez                   80                       3,800

Lunar Holdings Limited                            49                       2,375

BPW Holdings, Ltd.                                20                         950

Norman Herbert Brown, Jr.                         20                         950

</TABLE>



<PAGE>
<PAGE>
                                       19


                                  Schedule III


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
Hong Kong Investor                   Craft Brewing Holdings              Consideration
                                         Limited Shares
-----------------------------------------------------------------------------------------
        (1)                                     (2)                         (3)
<S>                                           <C>                          <C>    
Harry Friedberg                               135                        US$32,400
Jonathan Julian Ashby Gurnsey                 100                        US$24,000
Sheldon Kasowitz                              100                        US$24,000
Michael MacKenzie                              90                        US$21,600
Jeremy Muller                                  90                        US$21,600
P.M.H. Carr-Smith                              50                        US$12,000
James Craig Chapman                            50                        US$12,000
Steven Marzo                                   50                        US$12,000
Danny L. Quant                                 50                        US$12,000
Rajesh Sharma                                  50                        US$12,000
Philip & Susan Sisko Teed                      50                        US$12,000
Geoffrey Carolan                               45                        US$10,800
David Cody                                     45                        US$10,800
Thomas D. Schroeder                            45                        US$10,800
C. Porter Shutt                                45                        US$10,800
Niall Shiner                                   45                        US$10,800
Darryl Tang                                    45                        US$10,800
Michael Novogratz                              40                         US$9,600
Cyril Yap                                      40                         US$9,600
Alvin Khoo                                     25                         US$6,000
Eric Green                                     20                         US$4,800
Peter Hirschman                                20                         US$4,800
Adam Aston                                     15                         US$3,600
Joel Abramson                                   5                         US$1,200

</TABLE>



<PAGE>
<PAGE>
                                       20




                                   Schedule IV

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------
                                                     South China Brewing Company Limited
                                                     Shares Allotted on October 26, 1995
-----------------------------------------------------------------------------------------

<S>                                                                   <C>  
Sazerac Company, Inc.                                                 1,519

Francisco Guillermo Cabo Alvarez                                      1,519

Lunar Holdings Limited                                                  948

BPW Holding, Ltd.                                                       380

Norman Herbert Brown, Jr.                                               379

</TABLE>




<PAGE>
<PAGE>
                                       21



                                   Schedule V

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------
                                                  SCBC Distribution Company Limited
                                                 Shares Allotted on October 26, 1995
--------------------------------------------------------------------------------------

<S>                                                               <C>
Francisco Guillermo Cabo Alvarez                                  80

Sazerac Company, Inc.                                             79

Lunar Holdings Limited                                            49

BPW Holding, Ltd.                                                 20

Norman Herbert Brown, Jr.                                         20


</TABLE>



<PAGE>
<PAGE>
                                       22



                                   Schedule VI

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                                                Craft Brewing Holdings Limited Shares
   Craft Brewing Holdings Limited Members             Allotted Upon Share Split
-----------------------------------------------------------------------------------------

<S>                                                           <C>      
Federico Guillermo Cabo Alvarez                               1,016,000
Lunar Holdings Limited                                          380,000
BPW Holding LLC                                                 152,000
Norman Herbert Brown, Jr.                                       152,000
Peter W. H. Bordeaux                                            200,000
Harry Friedberg                                                  10,800
Jonathan Julian Ashby Gurnsey                                     8,000
Sheldon Kasowitz                                                  8,000
Michael MacKenzie                                                 7,200
Jeremy Muller                                                     7,200
P.M.H. Carr-Smith                                                 4,000
James Craig Chapman                                               4,000
Steven Marzo                                                      4,000
Danny L. Quant                                                    4,000
Rajesh Sharma                                                     4,000
Philip & Susan Sisko Teed                                         4,000
Geoffrey Carolan                                                  3,600
David Cody                                                        3,600
Thomas D. Schroeder                                               3,600
C. Porter Shutt                                                   3,600
Niall Shiner                                                      3,600
Darryl Tang                                                       3,600
Michael Novogratz                                                 3,200
Cyril Yap                                                         3,200
Alvin Khoo                                                        2,000
Eric Green                                                        1,600
Peter Hirschman                                                   1,600
Adam Aston                                                        1,200
Joel Abramson                                                       400

</TABLE>


<PAGE>