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                                                                     Exhibit 4.3

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                  AMERICAN CRAFT BREWING INTERNATIONAL LIMITED

                                       AND

                         NATIONAL SECURITIES CORPORATION

                                    --------


                                REPRESENTATIVE'S

                                WARRANT AGREEMENT

                         DATED AS OF SEPTEMBER 11, 1996


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          REPRESENTATIVE'S  WARRANT  AGREEMENT  dated as of  September  11, 1996
between  AMERICAN CRAFT BREWING  INTERNATIONAL  LIMITED,  a Bermuda company (the
"Company"),   and  NATIONAL  SECURITIES  CORPORATION  (hereinafter  referred  to
variously as the "Holder" or the "Representative").

                              W I T N E S S E T H:

          WHEREAS, the Company proposes to issue to the Representative  warrants
("Warrants")  to purchase up to an aggregate of 158,000  shares of Common Stock,
par value $0.01 per share, of the Company and/or 158,000 redeemable common stock
purchase  warrants  of the  Company  ("Redeemable  Warrants"),  each  Redeemable
Warrant  to  purchase  one  additional  share of Common  Stock  (as  hereinafter
defined); and

          WHEREAS,  the  Representative  has agreed pursuant to the underwriting
agreement (the "Underwriting Agreement") dated as of the date hereof between the
Company and the several underwriters listed therein to act as the Representative
in connection  with the Company's  proposed  public  offering of up to 1,580,000
shares of Common Stock and 1,580,000 Redeemable Warrants (the "Public Warrants")
at a public  offering  price of $5.50 per  share of  Common  Stock and $0.10 per
Public Warrant (the "Public Offering"); and

          WHEREAS,  the Warrants to be issued pursuant to this Agreement will be
issued  on the  Closing  Date  (as  such  term is  defined  in the  Underwriting
Agreement) by the Company to the  Representative  in  consideration  for, and as
part of the Representative's compensation in connection with, the Representative
acting as the Representative pursuant to the Underwriting Agreement;



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          NOW, THEREFORE,  in consideration of the premises,  the payment by the
Representative  to the Company of an aggregate  fifteen dollars and eighty cents
($15.80),   the  agreements  herein  set  forth  and  other  good  and  valuable
consideration, hereby acknowledged, the parties hereto agree as follows:

          1. Grant. The  Representative (or its designees) is hereby granted the
right to purchase,  at any time from  September 11, 1997,  until 5:30 p.m.,  New
York time, on September 11, 2001, up to an aggregate of 158,000 shares of Common
Stock and/or 158,000  Redeemable  Warrants at an initial exercise price (subject
to  adjustment  as  provided  in  Section 8 hereof) of $7.70 per share of Common
Stock and $0.14 per Redeemable  Warrant,  subject to the terms and conditions of
this Agreement. One Redeemable Warrant is exercisable to purchase one additional
share of Common Stock at an initial exercise price of $11.34 from March 11, 1997
until  5:30  p.m.  New York  time on  September  11,  2001,  at  which  time the
Redeemable  Warrants  shall expire.  Except as set forth  herein,  the shares of
Common Stock and the Redeemable  Warrants issuable upon exercise of the Warrants
are in all  respects  identical  to the  shares of Common  Stock and the  Public
Warrants being purchased by the  Underwriters  for resale to the public pursuant
to the terms and provisions of the Underwriting Agreement.  The shares of Common
Stock and the  Redeemable  Warrants  issuable  upon exercise of the Warrants are
sometimes hereinafter referred to collectively as the "Securities."

          2.  Warrant  Certificates.  The  warrant  certificates  (the  "Warrant
Certificates") delivered and to be delivered pursuant to this Agreement shall be
in the form set forth in Exhibit A, attached hereto and made a part hereof, with
such appropriate insertions,  omissions,  substitutions, and other variations as
required or permitted by this Agreement.

          3.      Exercise of Warrant.


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          'ss'3.1 Method of Exercise.  The Warrants initially are exercisable at
an  aggregate  initial  exercise  price  (subject to  adjustment  as provided in
Section 8 hereof) per share of Common Stock and Redeemable  Warrant set forth in
Section  6 hereof  payable  by  certified  or  official  bank  check in New York
Clearing  House funds,  subject to  adjustment  as provided in Section 8 hereof.
Upon  surrender  of a Warrant  Certificate  with the annexed Form of Election to
Purchase  duly  executed,  together  with  payment  of the  Exercise  Price  (as
hereinafter  defined) for the shares of Common Stock and/or Redeemable  Warrants
purchased at the Company's  principal  executive offices in Metairie,  Louisiana
(presently  located at 1 Galleria  Boulevard,  Suite  912,  Metairie,  Louisiana
70001) the registered  holder of a Warrant  Certificate  ("Holder" or "Holders")
shall be entitled to receive a  certificate  or  certificates  for the shares of
Common Stock so purchased and a certificate or  certificates  for the Redeemable
Warrants  so  purchased.   The  purchase  rights  represented  by  each  Warrant
Certificate are exercisable at the option of the Holder thereof,  in whole or in
part  (but not as to  fractional  shares  of the  Common  Stock  and  Redeemable
Warrants  underlying the Warrants).  In the event the Company redeems all of the
Public  Warrants (other than the Redeemable  Warrants  underlying the Warrants),
then the Warrants may only be exercised if such exercise is  accompanied  by the
simultaneous exercise of the Redeemable Warrant(s) underlying the Warrants being
so exercised. Warrants may be exercised to purchase all or part of the shares of
Common Stock together with an equal or unequal number of the Redeemable Warrants
represented  thereby. In the case of the purchase of less than all the shares of
Common  Stock  and/or   Redeemable   Warrants   purchasable  under  any  Warrant
Certificate,  the  Company  shall  cancel  said  Warrant  Certificate  upon  the
surrender  thereof and shall  execute and deliver a new Warrant  Certificate  of
like  tenor for the  balance  of the shares of Common  Stock  and/or  Redeemable
Warrants purchasable thereunder.

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          'ss'3.2 Exercise by Surrender of Warrant. In addition to the method of
payment  set  forth  in  Section  3.1 and in lieu of any cash  payment  required
thereunder,  the Holder(s) of the Warrants  shall have the right at any time and
from time to time to exercise  the  Warrants in full or in part by  surrendering
the Warrant  Certificate in the manner  specified in Section 3.1 in exchange for
the number of shares of Common Stock equal to the quotient derived from DIVIDING
the NUMERATOR (X) an amount equal to the  DIFFERENCE  BETWEEN (A) the SUM OF (1)
the  number  of  shares  of  Common  Stock as to which  the  Warrants  are being
exercised  MULTIPLIED  by the per  share  Market  Price,  AND (2) the  number of
Redeemable  Warrants as to which the Warrants are being exercised  MULTIPLIED by
the per Redeemable  Warrant Market Price, AND (3) the number of shares of Common
Stock issuable upon exercise of the Redeemable  Warrants underlying the Warrants
being exercised MULTIPLIED by the per share Market Price, AND (B) the SUM OF (1)
the number of Warrants  which are being  exercised  MULTIPLIED  by the  Exercise
Price AND (2) the number of Redeemable  Warrants  included in the Warrants which
are being exercised  MULTIPLIED by the exercise price per Redeemable Warrant (as
calculated pursuant to the Redeemable Warrant Agreement  (hereinafter  defined))
as then in effect,  BY the  DENOMINATOR  (Y) the per share  Market  Price of the
Common Stock.  Solely for the purposes of this paragraph,  Market Price shall be
calculated  either (i) on the date on which the form of election attached hereto
is deemed  to have  been  sent to the  Company  pursuant  to  Section  14 hereof
("Notice Date") or (ii) as the average of the Market Prices for each of the five
trading days preceding the Notice Date, whichever of (i) or (ii) is greater.

          'ss'3.3 Definition of Market Price. As used herein, the phrase "Market
Price" at any date shall be deemed to be (i) when referring to the Common Stock,
the last reported  sale price,  or, in case no such reported sale takes place on
such day, the average of the last reported


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sale prices for the last three (3) trading  days,  in either case as  officially
reported  by the  principal  securities  exchange  on which the Common  Stock is
listed or admitted to trading or by the Nasdaq  SmallCap  Market  ("Nasdaq/SC"),
or, if the Common  Stock is not listed or  admitted  to trading on any  national
securities exchange or quoted by the National  Association of Securities Dealers
Automated  Quotation  System  ("Nasdaq"),  the  average  closing  bid  price  as
furnished by the National  Association  of  Securities  Dealers,  Inc.  ("NASD")
through  Nasdaq or similar  organization  if Nasdaq is no longer  reporting such
information,  or if the Common Stock is not quoted on Nasdaq,  as  determined in
good faith (using customary  valuation  methods) by resolution of the members of
the Board of Directors of the Company,  based on the best information  available
to it or (ii) when  referring to a Redeemable  Warrant,  the last reported sales
price,  or, in the case no such  reported  sale  takes  place on such  day,  the
average of the last reported sale prices for the last three (3) trading days, in
either case as officially reported by the principal securities exchange on which
the Redeemable  Warrants are listed or admitted to trading or by Nasdaq/SC,  or,
if the Redeemable Warrants are not listed or admitted to trading on any national
securities  exchange  or quoted by  Nasdaq,  the  average  closing  bid price as
furnished by the NASD  through  Nasdaq or similar  organization  if Nasdaq is no
longer reporting such information,  or if the Redeemable Warrants are not quoted
on Nasdaq or are no longer outstanding, the Market Price of a Redeemable Warrant
shall equal the difference  between the Market Price of the Common Stock and the
Exercise Price of the Redeemable Warrant.

          4. Issuance of  Certificates.  Upon the exercise of the Warrants,  the
issuance of certificates for shares of Common Stock and/or  Redeemable  Warrants
and/or other securities, properties or rights underlying such Warrants and, upon
the exercise of the Redeemable Warrants, the issuance of certificates for shares
of Common Stock and/or other securities,


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properties or rights underlying such Redeemable Warrants shall be made forthwith
(and in any event within five (5) business days  thereafter)  without  charge to
the Holder thereof including,  without limitation,  any tax which may be payable
in respect of the issuance thereof,  and such certificates shall (subject to the
provisions  of  Sections  5 and 7  hereof)  be issued in the name of, or in such
names as may be directed by, the Holder  thereof;  provided,  however,  that the
Company  shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issuance and delivery of any such certificates in a
name other than that of the  Holder,  and the  Company  shall not be required to
issue or  deliver  such  certificates  unless  or until the  person  or  persons
requesting  the  issuance  thereof  shall have paid to the Company the amount of
such tax or shall have  established to the satisfaction of the Company that such
tax has been paid.

          The Warrant Certificates and the certificates  representing the shares
of Common  Stock and the  Redeemable  Warrants  underlying  the Warrants and the
shares  of  Common  Stock  underlying  the  Redeemable  Warrants  (and/or  other
securities,  properties or rights  issuable upon the exercise of the Warrants or
the  Redeemable  Warrants)  shall be  executed  on behalf of the  Company by the
manual or facsimile signature of the then Chairman or Vice Chairman of the Board
of Directors or President or Vice President of the Company. Warrant Certificates
shall be dated the date of  execution  by the  Company  upon  initial  issuance,
division,  exchange,  substitution or transfer.  Certificates  representing  the
shares of Common Stock and Redeemable  Warrants,  and the shares of Common Stock
underlying  each  Redeemable  Warrant  (and/or other  securities,  properties or
rights  issuable upon exercise of the Warrants)  shall be dated as of the Notice
Date (regardless of when executed or delivered) and dividend bearing  securities
so issued shall accrue dividends from the Notice Date.


                                      -6-

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          5.  Restriction  On  Transfer  of  Warrants.  The  Holder of a Warrant
Certificate,  by its acceptance thereof,  covenants and agrees that the Warrants
are being  acquired  as an  investment  and not with a view to the  distribution
thereof; that the Warrants may not be sold, transferred,  assigned, hypothecated
or otherwise disposed of, in whole or in part, for a period of one (1) year from
the date hereof, except to officers of the Representative.

          6.       Exercise Price.

          'ss'6.1  Initial and  Adjusted  Exercise  Price.  Except as  otherwise
provided in Section 8 hereof,  the initial  exercise price of each Warrant shall
be $7.70 per  share of Common  Stock  and  $0.14  per  Redeemable  Warrant.  The
adjusted  exercise price shall be the price which shall result from time to time
from any and all  adjustments of the initial  exercise price in accordance  with
the provisions of Section 8 hereof.  Any transfer of a Warrant shall  constitute
an automatic  transfer and  assignment of the  registration  rights set forth in
Section 7 hereof with respect to the Securities or other securities,  properties
or rights underlying the Warrants.

          'ss'6.2 Exercise Price.  The  term "Exercise Price" herein  shall mean
the initial  exercise  price or the  adjusted  exercise  price,  depending  upon
the context or unless otherwise specified.

          7.   Registration Rights.

          'ss'7.1  Registration  Under the Securities Act of 1933. The Warrants,
the shares of Common Stock and  Redeemable  Warrants  issuable  upon exercise of
the  Warrants,  the  shares  of  Common  Stock  issuable  upon  exercise  of the
Redeemable Warrants  issuable upon exercise of the Warrants and any of the other
securities  issuable  upon exercise of the Warrants (collectively,  the "Warrant
Securities") have been  registered  under the Securities Act of 1933, as amended
(the  "Act"),  pursuant  to  the  Company's  Registration  Statement on Form S-1
(Registration No. 333-


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6033)  (the  "Registration  Statement"),  except  for  3,504  shares  of  Common
Stock issuable upon exercise of the Redeemable  Warrants  issuable upon exercise
of the Warrants (the "Unregistered  Shares"),  which  Unregistered  Shares shall
bear the  legend  set forth  below  until  such  Unregistered  Shares  have been
registered  under the Act.  All of the  representations  and  warranties  of the
Company  contained in the  Underwriting  Agreement  relating to the Registration
Statement,  the Preliminary Prospectus and Prospectus (as such terms are defined
in the Underwriting  Agreement) and made as of the dates provided  therein,  are
incorporated by reference herein.  The Company agrees and covenants (i) promptly
to file  post-effective  amendments  to such  Registration  Statement  as may be
necessary  in order to maintain  its  effectiveness  and  otherwise to take such
action as may be  necessary to maintain the  effectiveness  of the  Registration
Statement  as long as any Warrants are  outstanding  and (ii) within  forty-five
(45) days after the Market Price of the Common Stock initially equals or exceeds
$10.00 per share of Common Stock,  to prepare and file with the  Securities  and
Exchange  Commission (the "Commission") a registration  statement and such other
documents,  including a  prospectus,  as may be necessary in the opinion of both
counsel for the Company and counsel for the Representative and Holders, in order
to comply with the provisions of the Act, so as to permit a public  offering and
sale of their respective  Unregistered Shares for nine (9) consecutive months by
such Holders.  In the event that, for any reason  whatsoever,  the Company shall
fail  to  maintain  the  effectiveness  of  the  Registration   Statement,   the
certificates  representing  the  Warrant  Securities  shall  bear the  following
legend:

          The securities represented by this certificate have not been
          registered  under the  Securities  Act of 1933,  as  amended
          ("Act"),  and may not be offered or sold except  pursuant to
          (i) an effective  registration statement under the Act, (ii)
          to the  extent  applicable,  Rule 144  under the Act (or any
          similar rule under such Act relating to the  disposition  of
          securities), or (iii) an opinion of


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          counsel, if such opinion shall be reasonably satisfactory to
          counsel to the issuer,  that an exemption from  registration
          under such Act is available.


          'ss'7.2 Piggyback  Registration.  If, at any time commencing after the
date hereof and expiring  seven (7) years  thereafter,  the Company  proposes to
register any of its  securities  under the Act (other than pursuant to Form S-4,
Form S-8 or a comparable  registration statement) it will give written notice by
registered  mail,  at least  thirty  (30) days  prior to the filing of each such
registration  statement,  to the  Representative and to all other Holders of the
Warrants  and/or  the  Warrant  Securities  of its  intention  to do so.  If the
Representative or other Holders of the Warrants and/or Warrant Securities notify
the Company within twenty (20) business days after receipt of any such notice of
its or their desire to include any such securities in such proposed registration
statement,  the Company shall afford the  Representative and such Holders of the
Warrants  and/or  Warrant  Securities  the  opportunity to have any such Warrant
Securities  registered under such registration  statement (sometimes referred to
herein as a "Piggyback Registration").

          Notwithstanding  the provisions of this Section 7.2, the Company shall
have the right at any time after it shall have given written notice  pursuant to
this Section 7.2 (irrespective of whether a written request for inclusion of any
such  securities  shall have been  made) to elect not to file any such  proposed
registration  statement,  or to withdraw  the same after the filing but prior to
the effective date thereof.

          If a Piggyback Registration is an underwritten primary registration on
behalf of the  Company,  and the  managing  underwriters  advise the  Company in
writing that in their good faith opinion the number of  securities  requested to
be included in such  registration  exceeds the number  which can be sold in such
offering, the Company will include in such registration (i)



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first,  the securities the Company  proposes to sell,  (ii) second,  the Warrant
Securities  requested  to be included in such  registration,  pro rata among the
Holders  of such  Warrant  Securities  on the  basis of the  number  of  Warrant
Securities of such Holders  requested to be included in such  registration,  and
(iii) third, other securities requested to be included in such registration.

          If a Piggyback  Registration is an underwritten secondary registration
on  behalf  of  holders  of  the  Company's   Common  Stock,  and  the  managing
underwriters  advise the Company in writing that in their good faith opinion the
number of securities  requested to be included in such registration  exceeds the
number  which can be sold in such  offering,  the Company  will  include in such
registration (i) first,  the securities  requested to be included therein by the
holders requesting such registration  pursuant to a demand  registration  right,
pro rata among such holders, (ii) second, the Warrant Securities requested to be
included  by Holders  under this  Section 7.2 on a pro rata basis based upon the
number of Warrant  Securities  of such Holders  requested to be included in such
registration and (iii) third, other securities  requested to be included in such
registration.

          'ss'7.3 Demand Registration.

          (a) At any time commencing after the date hereof and expiring five (5)
years  thereafter,  the  Holders  of  the  Warrants  and/or  Warrant  Securities
representing a "Majority" (as hereinafter  defined) of such securities (assuming
the  exercise of all of the  Warrants)  shall have the right  (which right is in
addition to the  registration  rights under Section 7.2 hereof),  exercisable by
written  notice to the  Company,  to have the Company  prepare and file with the
Commission,  on one occasion, a registration statement and such other documents,
including a  prospectus,  as may be necessary in the opinion of both counsel for
the Company and counsel for the Representative  and Holders,  in order to comply
with the provisions of the Act, so as


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to permit a public offering and sale of their respective  Warrant Securities for
nine (9)  consecutive  months  by such  Holders  and any  other  Holders  of the
Warrants  and/or Warrant  Securities who notify the Company within ten (10) days
after receiving notice from the Company of such request.

          (b) The Company  covenants  and agrees to give  written  notice of any
registration  request  under  this  Section  7.3 by any Holder or Holders to all
other registered  Holders of the Warrants and the Warrant  Securities within ten
(10) days from the date of the receipt of any such registration request.

          (c) Intentionally omitted.

          (d) Notwithstanding  anything to the contrary contained herein, if the
Company shall not have filed a registration statement for the Warrant Securities
within the time  period  specified  in Section  7.4(a)  hereof  pursuant  to the
written  notice  specified in Section 7.3(a) of a Majority of the Holders of the
Warrants  and/or Warrant  Securities,  the Company may, at its option,  upon the
written  notice of election of a Majority of the Holders of the Warrants  and/or
Warrant  Securities  requesting  such  registration,  repurchase (i) any and all
Warrant  Securities  of such Holders at the higher of the Market Price per share
of Common  Stock and per  Redeemable  Warrant on (x) the date of the notice sent
pursuant to Section  7.3(a) or (y) the  expiration  of the period  specified  in
Section  7.4(a) and (ii) any and all  Warrants  of such  Holders at such  Market
Price less the  Exercise  Price of such  Warrant.  Such  repurchase  shall be in
immediately  available funds and shall close within two (2) days after the later
of (i) the  expiration  of the period  specified  in Section  7.4(a) or (ii) the
delivery of the written notice of election specified in this Section 7.3(d).


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          (e) For a period not to exceed thirty (30) days, the Company shall not
be prevented from delaying a registration  statement  pursuant to this Agreement
at any time when the Company,  in its good faith judgment,  reasonably  believes
that the  filing  thereof  at the time  requested,  or the  offering  of Warrant
Securities pursuant thereto, would require the disclosure of non-public material
information not otherwise required to be disclosed under the Act or the Exchange
Act (as  hereinafter  defined) that would be detrimental to the Company or would
materially  and  adversely  affect (a) a bona fide pending or  scheduled  public
offering of the  Company's  securities  pursuant to a bona fide letter of intent
entered into prior to delivery of a notice by a Holder(s) of the exercise of his
or its demand  registration  rights  pursuant  to this  Section  7.3,  or (b) an
acquisition, merger, recapitalization,  consolidation, reorganization or similar
transaction by or of the Company.

          'ss'7.4  Covenants  of the Company With  Respect to  Registration.  In
connection  with any  registration  under  Sections 7.1, 7.2 or 7.3 hereof,  the
Company covenants and agrees as follows:

          (a) The  Company  shall use its best  efforts  to file a  registration
statement within  forty-five (45) days of receipt of any demand therefor,  shall
use its best efforts to have any registration  statements  declared effective at
the earliest  possible  time,  and shall  furnish  each Holder  desiring to sell
Warrant Securities such number of prospectuses as shall reasonably be requested.

          (b) The Company  shall pay all costs  (excluding  fees and expenses of
Holder(s)'  counsel  and any  underwriting  or  selling  commissions),  fees and
expenses  in  connection  with all  registration  statements  filed  pursuant to
Sections 7.1, 7.2 and 7.3 hereof including, without


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limitation,  the  Company's  legal  and accounting fees, printing expenses, blue
sky fees and expenses.

          (c) The Company will take all  necessary  action which may be required
in qualifying or registering the Warrant  Securities  included in a registration
statement  for offering and sale under the  securities  or blue sky laws of such
states as reasonably are requested by the  Holder(s),  provided that the Company
shall not be  obligated  to  execute or file any  general  consent to service of
process or to qualify as a foreign  corporation to do business under the laws of
any such jurisdiction.

          (d)  The  Company  shall   indemnify  the  Holder(s)  of  the  Warrant
Securities to be sold pursuant to any registration statement and each person, if
any,  who controls  such Holders  within the meaning of Section 15 of the Act or
Section  20(a) of the  Securities  Exchange Act of 1934,  as amended  ("Exchange
Act"),  against all loss,  claim,  damage,  expense or liability  (including all
expenses  reasonably  incurred in investigating,  preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or otherwise,  arising from such registration statement but only to
the same extent and with the same effect as the provisions pursuant to which the
Company has agreed to indemnify each of the Underwriters  contained in Section 7
of the  Underwriting  Agreement;  provided,  however,  that the Company shall be
under no obligation to indemnify any such Holder(s) or  controlling  persons for
any untrue statement of a material fact or omission of a material fact contained
in any preliminary  prospectus,  registration  statement or prospectus  prepared
pursuant to this  Section 7, or any  amendment  thereof or  supplement  thereto,
which  was  made  in  reliance  upon  and  in  strict  conformity  with  written
information furnished to the Company with respect to any


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Holder by or on behalf of  such Holder expressly for use in any such preliminary
prospectus, registration  statement or  prospectus, or any amendment  thereof or
supplement thereto.

          (e) The  Holder(s) of the Warrant  Securities to be sold pursuant to a
registration statement,  and their successors and assigns, shall severally,  and
not jointly,  indemnify the Company, its officers and directors and each person,
if any, who controls the Company  within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act, against all loss, claim,  damage,  expense or
liability   (including  all  expenses   reasonably  incurred  in  investigating,
preparing or defending  against any claim  whatsoever)  to which they may become
subject under the Act, the Exchange Act or otherwise,  arising from  information
furnished by or on behalf of such Holders,  or their successors or assigns,  for
specific  inclusion in such  registration  statement to the same extent and with
the same effect as the  provisions  contained  in Section 7 of the  Underwriting
Agreement  pursuant  to which the  Underwriters  have  agreed to  indemnify  the
Company.

          (f)  Nothing  contained  in  this  Agreement  shall  be  construed  as
requiring the Holder(s) to exercise  their  Warrants prior to the initial filing
of any registration statement or the effectiveness thereof.

          (g) Intentionally omitted.

          (h) The  Company  shall  furnish to each Holder  participating  in the
offering and to each  underwriter,  if any, a signed  counterpart,  addressed to
such Holder or underwriter,  of (i) an opinion of counsel to the Company,  dated
the effective date of such  registration  statement  (and, if such  registration
includes  an  underwritten  public  offering,  an opinion  dated the date of the
closing under the  underwriting  agreement),  and (ii) a "cold  comfort"  letter
dated  the  effective  date  of  such  registration   statement  (and,  if  such
registration includes an underwritten


                                      -14-

<PAGE>
<PAGE>


public  offering,  a letter dated the date of the closing under the underwriting
agreement) signed by the independent public accountants who have issued a report
on the Company's financial  statements included in such registration  statement,
in each case  covering  substantially  the same  matters  with  respect  to such
registration statement (and the prospectus included therein) and, in the case of
such accountants'  letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants'  letters  delivered to  underwriters in underwritten  public
offerings of securities.

          (i) The Company shall as soon as practicable  after the effective date
of the  registration  statement,  and in any event within 15 months  thereafter,
make "generally  available to its security  holders" (within the meaning of Rule
158 under the Act) an earnings  statement (which need not be audited)  complying
with Section  11(a) of the Act and covering a period of at least 12  consecutive
months beginning after the effective date of the registration statement.

          (j) The Company shall deliver promptly to each Holder participating in
the offering  requesting the correspondence and memoranda described below and to
the managing  underwriters,  copies of all correspondence between the Commission
and the  Company,  its  counsel  or  auditors  and  all  memoranda  relating  to
discussions  with the  Commission or its staff with respect to the  registration
statement and permit each Holder and underwriter to do such investigation,  upon
reasonable advance notice,  with respect to information  contained in or omitted
from the registration  statement as it deems reasonably necessary to comply with
applicable  securities  laws or  rules of the  NASD.  Such  investigation  shall
include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent auditors,  all to such
reasonable  extent and at such reasonable  times and as often as any such Holder
or underwriter shall reasonably request.


                                      -15-

<PAGE>
<PAGE>




          (k) The Company shall enter into an  underwriting  agreement  with the
managing  underwriters  selected  for such  underwriting  by  Holders  holding a
Majority  of  the  Warrant   Securities   requested   to  be  included  in  such
underwriting,  which may include the  Representative.  Such  agreement  shall be
satisfactory in form and substance to the Company, each Holder and such managing
underwriter(s), and shall contain such representations, warranties and covenants
by the Company and such other terms as are  customarily  contained in agreements
of that type used by the managing  underwriter(s).  The Holders shall be parties
to any underwriting  agreement relating to an underwritten sale of their Warrant
Securities  and  may,  at  their  option,   require  that  any  or  all  of  the
representations,  warranties  and covenants of the Company to or for the benefit
of such  underwriter(s)  shall  also be  made  to and  for the  benefit  of such
Holders.  Such  Holders  shall not be  required to make any  representations  or
warranties to or  agreements  with the Company or the  underwriter(s)  except as
they may relate to such Holders and their intended methods of distribution.

          (l) In addition to the Warrant  Securities,  upon the written  request
therefor  by any  Holder(s),  the  Company  shall  include  in the  registration
statement any other  securities of the Company held by such  Holder(s) as of the
date of filing of such  registration  statement,  including  without  limitation
restricted  shares of Common Stock,  options,  warrants or any other  securities
convertible into shares of Common Stock; provided,  however, that such Holder(s)
will pay all additional accountable costs, fees and expenses attributable to the
inclusion of any other  securities of the Company held by such  Holder(s) in any
registration statement prepared by the Company pursuant to Section 7 hereof. The
Company  shall  remain  liable  for all  costs,  fees and  expenses  which it is
required to pay in connection with the  registration  of the Warrant  Securities
pursuant to Section 7.4(b).

                                      -16-


<PAGE>

<PAGE>

          (m) For purposes of this  Agreement,  the term "Majority" in reference
to the Holders of Warrants or Warrant Securities,  shall mean in excess of fifty
percent (50%) of the then  outstanding  Warrants or Warrant  Securities that (i)
are not held by the Company, an affiliate,  officer, creditor, employee or agent
thereof or any of their respective affiliates,  members of their family, persons
acting as nominees or in conjunction  therewith and (ii) have not been resold to
the public pursuant to a registration  statement filed with the Commission under
the Act.

          (n)  Notwithstanding  anything to the contrary  contained herein,  all
registration  rights  granted any Holder under  Sections  7.1, 7.2 or 7.3 hereof
shall  terminate  as to any such Holder upon such  Holder  becoming  eligible to
resell his or its Warrants or Warrant  Securities  pursuant to the provisions of
paragraph (k) of Rule 144 promulgated under the Act ("Rule 144"),  provided that
no other  provisions of Rule 144 in any way limit such Holder's resale of his or
its Warrants or Warrant Securities.

          8. Adjustments to Exercise Price and Number of Securities.

          'ss'8.1 Subdivision and Combination.  In case the Company shall at any
time subdivide or combine the outstanding  shares of Common Stock,  the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

          'ss'8.2 Stock Dividends and  Distributions.  In case the Company shall
pay a dividend in, or make a  distribution  of, shares of Common Stock or of the
Company's  capital stock convertible into Common Stock, the Exercise Price shall
forthwith be  proportionately  decreased.  An  adjustment  made pursuant to this
Section 8.2 shall be made as of the record date for the subject  stock  dividend
or distribution.


                                      -17-

<PAGE>
<PAGE>


          'ss'8.3  Adjustment in Number of Securities.  Upon each  adjustment of
the Exercise  Price  pursuant to the provisions of this Section 8, the number of
Warrant Securities  issuable upon the exercise at the adjusted exercise price of
each  Warrant  shall be  adjusted to the nearest  full amount by  multiplying  a
number  equal  to the  Exercise  Price  in  effect  immediately  prior  to  such
adjustment  by the number of Warrant  Securities  issuable  upon exercise of the
Warrants  immediately  prior to such  adjustment  and  dividing  the  product so
obtained by the adjusted Exercise Price.

          'ss'8.4 Definition of Common Stock. For the purpose of this Agreement,
the term "Common  Stock" shall mean (i) the class of stock  designated as Common
Stock in the Memorandum of  Amalgamation  of the Company as may be amended as of
the date  hereof,  or (ii) any other class of stock  resulting  from  successive
changes or  reclassifications  of such Common Stock consisting solely of changes
in par  value,  or from par value to no par  value,  or from no par value to par
value.  In the  event  that  the  Company  shall  after  the date  hereof  issue
securities  with  greater or  superior  voting  rights than the shares of Common
Stock outstanding as of the date hereof,  the Holder, at its option, may receive
upon exercise of any Warrant  either the Warrant  Securities or a like number of
such securities with greater or superior voting rights.

          'ss'8.5 Merger or  Consolidation.  In case of any consolidation of the
Company  with,  or merger of the Company  with,  or merger of the Company  into,
another  corporation (other than a consolidation or merger which does not result
in  any  reclassification  or  change  of the  outstanding  Common  Stock),  the
corporation  formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental  warrant  agreement  providing that the holder of each
Warrant then outstanding or to be outstanding shall have the right thereafter


                                      -18-

<PAGE>
<PAGE>


(until the  expiration  of such  Warrant)  to  receive,  upon  exercise  of such
Warrant,  the kind and  amount  of shares  of stock  and  other  securities  and
property receivable upon such consolidation or merger, by a holder of the number
of securities  of the Company for which such Warrant  might have been  exercised
immediately  prior  to  such  consolidation,  merger,  sale  or  transfer.  Such
supplemental  warrant  agreement  shall provide for  adjustments  which shall be
identical to the adjustments  provided in Section 8. The above provision of this
subsection shall similarly apply to successive consolidations or mergers.

          'ss'8.6  No  Adjustment  of  Exercise  Price  in  Certain  Cases.   No
adjustment of the Exercise Price shall be made:

               (a) Upon the  issuance  or sale of the  Warrants  or the  Warrant
          Securities issuable upon the exercise of the Warrants;

               (b) If the amount of said adjustment shall be less than two cents
          (24) per Warrant Security,  provided,  however,  that in such case any
          adjustment  that would  otherwise be required then to be made shall be
          carried forward and shall be made at the time of and together with the
          next  subsequent  adjustment  which,  together with any  adjustment so
          carried  forward,  shall amount to at least two cents (24) per Warrant
          Security.


          9.  Exchange and  Replacement  of Warrant  Certificates.  Each Warrant
Certificate is exchangeable  without expense,  upon the surrender thereof by the
registered  Holder at the principal  executive office of the Company,  for a new
Warrant  Certificate  of like tenor and date  representing  in the aggregate the
right to purchase the same number of Warrant Securities in such denominations as
shall be designated by the Holder thereof at the time of such surrender.


                                      -19-

<PAGE>
<PAGE>


          Upon receipt by the Company of evidence reasonably  satisfactory to it
of the loss, theft,  destruction or mutilation of any Warrant Certificate,  and,
in case of loss,  theft or  destruction,  of  indemnity  or security  reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon surrender and  cancellation  of the Warrants,  if
mutilated,  the Company will make and deliver a new Warrant  Certificate of like
tenor, in lieu thereof.

          10.  Elimination  of  Fractional  Interests.  The Company shall not be
required to issue certificates  representing fractions of shares of Common Stock
or  Redeemable  Warrants  upon the  exercise  of the  Warrants,  nor shall it be
required to issue scrip or pay cash in lieu of  fractional  interests,  it being
the intent of the parties that all fractional  interests  shall be eliminated by
rounding any  fraction up to the nearest  whole number of shares of Common Stock
or Redeemable Warrants or other securities, properties or rights.

          11.  Reservation  and Listing of Securities.  The Company shall at all
times reserve and keep available out of its  authorized  shares of Common Stock,
solely for the purpose of issuance  upon the  exercise of the  Warrants  and the
Redeemable Warrants,  such number of shares of Common Stock or other securities,
properties or rights as shall be issuable upon the exercise thereof. The Company
covenants  and agrees  that,  upon  exercise of the  Warrants and payment of the
Exercise Price  therefor,  all shares of Common Stock,  Redeemable  Warrants and
other  securities  issuable upon such exercise shall be duly and validly issued,
fully  paid,  non-assessable  and not  subject to the  preemptive  rights of any
stockholder.  The Company further covenants and agrees that upon exercise of the
Redeemable  Warrants  underlying  the  Warrants  and  payment of the  respective
Redeemable Warrant exercise price therefor, all shares of Common Stock and other
securities issuable upon such exercises shall



                                      -20-

<PAGE>
<PAGE>


be duly and validly issued,  fully paid,  non-assessable  and not subject to the
preemptive  rights  of any  stockholder.  As  long  as  the  Warrants  shall  be
outstanding,  the  Company  shall use its best  efforts  to cause all  shares of
Common Stock issuable upon the exercise of the Warrants and Redeemable  Warrants
and all Redeemable  Warrants  underlying  the Warrants to be listed  (subject to
official  notice of  issuance) on all  securities  exchanges on which the Common
Stock or the Public  Warrants  issued to the public in  connection  herewith may
then be listed and/or quoted on Nasdaq/SC or Nasdaq.

          12. Notices to Warrant  Holders.  Nothing  contained in this Agreement
shall be  construed  as  conferring  upon the  Holders  the  right to vote or to
consent or to receive  notice as a  stockholder  in respect of any  meetings  of
stockholders for the election of directors or any other matter, or as having any
rights  whatsoever as a stockholder  of the Company.  If,  however,  at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:

                      (a) the Company  shall take a record of the holders of its
               shares  of Common  Stock for the  purpose  of  entitling  them to
               receive a dividend  or  distribution  payable  otherwise  than in
               cash, or a cash dividend or distribution  payable  otherwise than
               out of current  or  retained  earnings  or  capital  surplus  (in
               accordance with  applicable  law), as indicated by the accounting
               treatment of such  dividend or  distribution  on the books of the
               Company; or

                      (b) the  Company  shall  offer to all the  holders  of its
               Common  Stock  any  additional  shares  of  capital  stock of the
               Company or securities convertible into or exchangeable for shares
               of capital stock of the Company, or any option,  right or warrant
               to subscribe therefor; or


                                      -21-

<PAGE>
<PAGE>


                      (c) a  dissolution,  liquidation  or  winding  up  of  the
               Company (other than in connection with a consolidation or merger)
               or a sale of all or substantially all of its property, assets and
               business as an entirety shall be proposed;

then, in any one or more of said events,  the Company shall give written  notice
of such event to the  Representative  and the Holders at least  thirty (30) days
prior to the date  fixed as a record  date or the date of closing  the  transfer
books for the  determination  of the  stockholders  entitled  to such  dividend,
distribution,  convertible or exchangeable securities or subscription rights, or
entitled to vote on such proposed dissolution,  liquidation, winding up or sale.
Such notice  shall  specify such record date or the date of closing the transfer
books,  as the case may be.  Failure to give such  notice or any defect  therein
shall not  affect  the  validity  of any  action  taken in  connection  with the
declaration or payment of any such dividend,  or the issuance of any convertible
or exchangeable securities,  or subscription rights, options or warrants, or any
proposed dissolution, liquidation, winding up or sale.

          13. Redeemable Warrants.

          The form of the certificate  representing Redeemable Warrants (and the
form of  election  to  purchase  shares of Common  Stock  upon the  exercise  of
Redeemable  Warrants and the form of assignment  printed on the reverse thereof)
shall be  substantially  as set forth in Exhibit  "A" to the  Warrant  Agreement
dated as of the date hereof by and among the Company, the Representative and The
Bank of New York (the "Redeemable Warrant  Agreement").  Each Redeemable Warrant
issuable  upon  exercise of the Warrants  shall  evidence the right to initially
purchase a fully  paid and  non-assessable  share of Common  Stock at an initial
purchase  price of $11.34 from March 11,  1997 until 5:30 p.m.  New York time on
September 11, 2001 at which time the  Redeemable  Warrants,  unless the exercise
period has been  extended,  shall
                                      -22-

<PAGE>
<PAGE>

expire.  The exercise  price of the Redeemable Warrants and the number of shares
of  Common  Stock  issuable  upon  the  exercise of the Redeemable  Warrants are
subject  to adjustment,  whether or not the Warrants have been exercised and the
Redeemable  Warrants have been issued, in the manner and upon the  occurrence of
the events set forth in Section 8 of the  Redeemable Warrant Agreement, which is
hereby  incorporated herein by reference and made a part hereof as if set  forth
in  its  entirety herein. Subject to the provisions of this  Agreement  and upon
issuance of the  Redeemable  Warrants  underlying  the Warrants, each registered
holder  of  such  Redeemable  Warrant shall have the right to purchase  from the
Company  (and  the  Company  shall  issue to such  registered holders) up to the
number  of  fully  paid  and  non-assessable  shares of Common Stock (subject to
adjustment as provided  herein and in the  Redeemable  Warrant Agreement),  free
and  clear  of  all  preemptive  rights  of  stockholders,  provided  that  such
registered holder  complies with the terms governing  exercise of the Redeemable
Warrant set forth in the Redeemable  Warrant Agreement,  and pays the applicable
exercise  price,  determined  in  accordance  with  the  terms of the Redeemable
Warrant Agreement.  Upon exercise of the Redeemable Warrants,  the Company shall
forthwith  issue to the registered  holder of any such Redeemable Warrant in his
name  or  in such name as may be directed by him, certificates for the number of
shares  of  Common  Stock  so  purchased.  Except  as otherwise provided in this
Agreement,  the  Redeemable  Warrants  underlying the Warrants shall be governed
in all respects by the terms of the Redeemable Warrant Agreement. The Redeemable
Warrants  shall  be  transferable  in  the  manner  provided  in  the Redeemable
Warrant  Agreement,  and  upon  any  such  transfer,  a  new  Redeemable Warrant
Certificate  shall be issued  promptly to the  transferee. The Company covenants
to, and agrees with,  the  Holder(s)  that without the prior  written consent of
a Majority of the Holder(s), which will not


                                      -23-

<PAGE>
<PAGE>


be unreasonably withheld, the Redeemable Warrant Agreement will not be modified,
amended, canceled, altered or superseded, and that the Company will send to each
Holder, irrespective of whether or not the Warrants have been exercised, any and
all notices required by the Redeemable  Warrant  Agreement to be sent to holders
of Redeemable Warrants.

          14. Notices.

          All notices,  requests,  consents and other  communications  hereunder
shall be in  writing  and  shall be  deemed to have been duly made and sent when
delivered, or mailed by registered or certified mail, return receipt requested:

               (a) If to any  Holder,  to the address of such Holder as shown on
          the books of the Company;

               (b) If to the Representative,  to 1001 Fourth Avenue, Suite 2200,
          Seattle, Washington 98154, Attention: General Counsel; or

               (c) If to the  Company,  to the  address  set forth in  Section 3
          hereof or to such other address as the Company may designate by notice
          to the Holders.


          15. Supplements and Amendments. The Company and the Representative may
from time to time supplement or amend this Agreement without the approval of any
Holders  (other  than the  Representative)  in order to cure any  ambiguity,  to
correct or supplement any provision  contained  herein which may be defective or
inconsistent  with any  provisions  herein,  or to make any other  provisions in
regard to matters or  questions  arising  hereunder  which the  Company  and the
Representative  may deem  necessary or  desirable  and which the Company and the
Representative deem shall not adversely affect the interests of the Holders.


                                      -24-

<PAGE>
<PAGE>


          16.  Successors.  All the covenants and  provisions of this  Agreement
shall be binding upon and inure to the benefit of the  Company,  the Holders and
their respective successors and assigns hereunder.

          17.  Termination.  This  Agreement  shall  terminate  at the  close of
business  on   September   11,  2003.   Notwithstanding   the   foregoing,   the
indemnification provisions of Section 7 shall survive such termination until the
close of business on September 11, 2009.

          18. Governing Law; Submission to Jurisdiction. This Agreement and each
Warrant Certificate issued hereunder shall be deemed to be a contract made under
the laws of the State of New York and for all  purposes  shall be  construed  in
accordance  with the laws of said State  without  giving  effect to the rules of
said State governing the conflicts of laws.

          The Company,  the Representative and the Holders hereby agree that any
action,  proceeding  or claim  against it arising out of, or relating in any way
to, this  Agreement  shall be brought and enforced in the courts of the State of
New York or of the United  States of America  for the  Southern  District of New
York, and irrevocably submits to such jurisdiction,  which jurisdiction shall be
exclusive.  The Company,  the  Representative and the Holders hereby irrevocably
waive any objection to such exclusive  jurisdiction or inconvenient  forum.  Any
such process or summons to be served upon any of the Company, the Representative
and the Holders (at the option of the party bringing such action,  proceeding or
claim) may be served by transmitting a copy thereof,  by registered or certified
mail, return receipt requested,  postage prepaid, addressed to it at the address
set forth in Section 14 hereof.  Such mailing shall be deemed  personal  service
and  shall  be legal  and  binding  upon the  party  so  served  in any  action,
proceeding or claim.


                                      -25-

<PAGE>
<PAGE>

          19. Entire  Agreement;  Modification.  This  Agreement  (including the
Underwriting  Agreement  and the  Redeemable  Warrant  Agreement  to the  extent
portions  thereof are  referred  to herein)  contains  the entire  understanding
between the parties hereto with respect to the subject matter hereof and may not
be modified or amended except by a writing duly signed by the party against whom
enforcement of the modification or amendment is sought.

          20. Severability.  If any provision of this Agreement shall be held to
be invalid or  unenforceable,  such  invalidity  or  unenforceability  shall not
affect any other provision of this Agreement.

          21.  Captions.  The caption headings of the Sections of this Agreement
are for  convenience of reference only and are not intended,  nor should they be
construed as, a part of this Agreement and shall be given no substantive effect.

          22.  Benefits of this  Agreement.  Nothing in this Agreement  shall be
construed  to give to any person or  corporation  other than the Company and the
Representative and any other registered Holder(s) of the Warrant Certificates or
Warrant  Securities  any legal or  equitable  right,  remedy or claim under this
Agreement;  and this Agreement  shall be for the sole benefit of the Company and
the Representative  and any other registered Holders of Warrant  Certificates or
Warrant Securities.

          23.  Counterparts.  This  Agreement  may be  executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and such counterparts shall together constitute but one and the
same instrument.


                                      -26-

<PAGE>
<PAGE>



          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.

                                       AMERICAN CRAFT BREWING
                                       INTERNATIONAL LIMITED

                                       By:  /s/ PETER W. H. BORDEAUX
                                            -----------------------------
                                            Peter W. H. Bordeaux
                                            Chairman

Attest:

  /s/ JAMES L. AKE
-------------------
     James L. Ake
     Secretary


                                       NATIONAL SECURITIES CORPORATION

                                       By: /s/ STEVEN A. ROTHSTEIN
                                          --------------------------------
                                          Steven A. Rothstein
                                          Chairman



<PAGE>
<PAGE>

                                                                       EXHIBIT A

                          [FORM OF WARRANT CERTIFICATE]

THE WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES  ISSUABLE
UPON  EXERCISE  THEREOF  MAY NOT BE OFFERED OR SOLD  EXCEPT  PURSUANT  TO (i) AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT  APPLICABLE,  RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES),  OR (iii) AN OPINION OF COUNSEL,  IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

THE  TRANSFER OR EXCHANGE OF THE WARRANTS  REPRESENTED  BY THIS  CERTIFICATE  IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE
                  5:30 P.M., NEW YORK TIME, SEPTEMBER 11, 2001

No. W-                                                      Warrants to Purchase
                                              ____ Shares of Common Stock and/or
                                                        ____ Redeemable Warrants

                               WARRANT CERTIFICATE

          This Warrant Certificate certifies that ______, or registered assigns,
is the registered holder of ________ Warrants to purchase initially, at any time
from September 11, 1997 until 5:30  p.m. New York  time on  September  11,  2001
("Expiration  Date"), up to __________  fully-paid and non-assessable  shares of
common stock,  par value $0.01 per share  ("Common  Stock"),  of AMERICAN  CRAFT
BREWING INTERNATIONAL  LIMITED, a Bermuda company (the "Company"),  and/or _____
Redeemable  Warrants of the Company (one Redeemable  Warrant entitling the owner
to purchase one  fully-paid  and  non-assessable  share of Common  Stock) at the
initial  exercise price,  subject to adjustment in certain events (the "Exercise
Price"),  of $7.70 per share of Common  Stock and $0.14 per  Redeemable  Warrant
upon surrender of this Warrant  Certificate and payment of the Exercise Price at
an office or agency of the  Company,  but  subject to the  conditions  set forth
herein and in the  Representative's  Warrant Agreement dated as of September 11,
1996  between the Company and  NATIONAL  SECURITIES  CORPORATION  (the  "Warrant
Agreement"). Payment of the

                                      A-1


<PAGE>
<PAGE>


Exercise  Price  shall  be made by  certified or official bank check in New York
Clearing House funds payable to the order of the Company or by surrender of this
Warrant Certificate.

          No Warrant may be  exercised  after 5:30 p.m.,  New York time,  on the
Expiration Date, at which time all Warrants  evidenced hereby,  unless exercised
prior thereto, shall thereafter be void.

          The Warrants evidenced by this Warrant  Certificate are part of a duly
authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations,  duties and immunities thereunder of the Company and the
holders  (the words  "holders"  or "holder"  meaning the  registered  holders or
registered holder) of the Warrants.

          The Warrant  Agreement  provides  that upon the  occurrence of certain
events the Exercise Price and the type and/or number of the Company's securities
issuable  thereupon may,  subject to certain  conditions,  be adjusted.  In such
event,  the Company  will,  at the  request of the  holder,  issue a new Warrant
Certificate  evidencing  the  adjustment  in the  Exercise  Price and the number
and/or type of securities issuable upon the exercise of the Warrants;  provided,
however,  that the failure of the Company to issue such new Warrant Certificates
shall not in any way change, alter, or otherwise impair the rights of the holder
as set forth in the Warrant Agreement.

          Upon due  presentment  for  registration  of transfer of this  Warrant
Certificate at an office or agency of the Company, a new Warrant  Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants  shall be issued to the  transferee(s)  in exchange for this Warrant
Certificate,  subject to the  limitations  provided  herein  and in the  Warrant
Agreement,  without any charge except for any tax or other  governmental  charge
imposed in connection with such transfer.

          Upon the exercise of less than all of the  Warrants  evidenced by this
Certificate,  the  Company  shall  forthwith  issue to the  holder  hereof a new
Warrant Certificate representing such number of unexercised Warrants.

          The Company may deem and treat the registered  holder(s) hereof as the
absolute owner(s) of this Warrant Certificate  (notwithstanding  any notation of
ownership  or other  writing  hereon  made by  anyone),  for the  purpose of any
exercise hereof,  and of any distribution to the holder(s)  hereof,  and for all
other  purposes,  and the  Company  shall not be  affected  by any notice to the
contrary.

          All terms used in this  Warrant  Certificate  which are defined in the
Warrant  Agreement  shall  have the  meanings  assigned  to them in the  Warrant
Agreement.


                                      A-2


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<PAGE>


          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Dated as of September 16, 1996

                                      AMERICAN CRAFT BREWING
                                      INTERNATIONAL LIMITED

                                      By:
                                         --------------------------------------
                                         Name:
                                         Title:


<PAGE>
<PAGE>



             [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.1]

          The  undersigned  hereby  irrevocably  elects to  exercise  the right,
represented by this Warrant Certificate, to purchase:

[ ]  _____________________  shares of Common Stock;

[ ]  _____________________  Redeemable Warrants;

[ ]  _____________________  shares of Common Stock together with an equal number
                            of Redeemable Warrants; or

[ ]  _____________________  shares of Common Stock together with
     _____________________  Redeemable Warrants.

and  herewith  tenders in payment for such  securities  a certified  or official
bank check  payable in New York  Clearing  House  funds to the order of American
Craft Brewing International Limited in  the amount  of $_______________________,
all in accordance with the terms of Section 3.1 of the Representative's  Warrant
Agreement  dated as of  September  11,  1996  between American   Craft   Brewing
International   Limited  and  National  Securities Corporation.  The undersigned
requests  that  a certificate for such securities be registered  in   the   name
of   _____________________   whose   address   is ______________________     and
that   such    Certificate    be   delivered to __________________________ whose
address is _____________________.


Dated:

                                       Signature________________________________
                                       (Signature  must  conform in all respects
                                       to  name  of  holder  as specified on the
                                       face of the Warrant Certificate.)

                                        ________________________________________
                                       (Insert Social Security or Other
                                        Identifying Number of Holder)



                                      A-4


<PAGE>
<PAGE>


              [FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 3.2]

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by this Warrant Certificate, to purchase:


[ ]  _____________________  shares of Common Stock;

[ ]  _____________________  Redeemable Warrants;

[ ]  _____________________  shares of Common Stock together with an equal number
                            of Redeemable Warrants; or

[ ]  _____________________  shares of Common Stock together with
     _____________________  Redeemable Warrants.

and herewith  tenders in payment for such  securities  ________  Warrants all in
accordance  with  the  terms  of  Section  3.2 of the  Representative's  Warrant
Agreement  dated  as of  September  11,  1996  between  American  Craft  Brewing
International  Limited and  National  Securities  Corporation.  The  undersigned
requests  that a  certificate  for such  securities be registered in the name of
_______________  whose address is _________________ and that such Certificate be
delivered to _____________________ whose address is _________________________.


Dated:



                                       Signature________________________________
                                       (Signature  must  conform in all respects
                                       to  name  of  holder  as specified on the
                                       face of the Warrant Certificate.)

                                        ________________________________________
                                       (Insert Social Security or Other
                                        Identifying Number of Holder)


                                      A-5


<PAGE>
<PAGE>

                              [FORM OF ASSIGNMENT]

             (To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.)

          FOR VALUE  RECEIVED  ___________________  hereby  sells,  assigns  and
transfers unto

________________________________________________________________________________


                  (Please print name and address of transferee)

this Warrant  Certificate,  together with all right, title and interest therein,
and does hereby  irrevocably  constitute  and  appoint___________  Attorney,  to
transfer  the  within  Warrant  Certificate  on the  books  of the  within-named
Company, with full power of substitution.




Dated:________________                 Signature________________________________
                                       (Signature  must  conform in all respects
                                       to  name  of  holder  as specified on the
                                       face of the Warrant Certificate.)

                                        ________________________________________
                                       (Insert Social Security or Other
                                        Identifying Number of Assignee)

                                     A-6

<PAGE>