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                                                                    EXHIBIT 10.1

                  AMERICAN CRAFT BREWING INTERNATIONAL LIMITED
                     AMENDED AND RESTATED STOCK OPTION PLAN

1.      Purpose

        The purpose of the American Craft Brewing International Limited Amended
and Restated Stock Option Plan (the "Plan"), is to attract and retain employees
(including officers), directors and independent contractors of American Craft
Brewing International Limited, a Bermuda company (the "Company"), or any
subsidiary or affiliate of the Company that now exists or hereafter is
organized or acquired, and to furnish additional incentives to such persons to
enhance the value of the Company over the long term by encouraging them to
acquire a proprietary interest in the Company.

2.      Definitions

        For purposes of the Plan, the following terms shall be defined as set
forth below:

                 (a)     "Affiliate" means any entity if, at the time of
granting of an Option (i) the Company directly owns at least 20% of the
combined voting power of all classes of stock of such entity or at least 20% of
the ownership interests in such entity or (ii) such entity, directly or
indirectly, owns at least 20% of the combined voting power of all classes of
stock of the Company or at least 20% of the ownership interests in the Company.

                 (b)     "Beneficiary" means the person, persons, trust or
trusts which have been designated by an Optionee in his or her most recent
written beneficiary designation filed with the Company to receive the
Optionee's rights under the Plan upon the Optionee's death, or, if there is no
such designation or no such designated person survives the Optionee, then the
person, persons, trust or trusts entitled by will or applicable law to receive
such rights or, if no such person has such right then the Optionee's executor
or administrator.

                 (c)     "Board" means the Board of Directors of the Company.

                 (d)     "Change in Control" means any of the following:  (i)
the acquisition by any person or entity not controlled by the Company's
stockholders of more than 80% of the Company's then outstanding Stock, (ii) the
sale of all or substantially all of the Company's assets, or (iii) the merger
of the Company with or into a corporation that is not an Affiliate (other than
a merger, continuation, reorganization or similar transaction with or into
American Craft Brewing International Limited, a British Virgin Islands
company).

                 (e)     "Code" means the United States Internal Revenue Code
of 1986, as amended from time to time.

                 (f)     "Committee" means the committee, consisting
exclusively of at least two Non-Employee Directors (as defined in Rule 16b-3),
as established by the Board to administer the Plan; provided, however, that to
the extent required for the Plan to comply
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with the applicable provisions of Section 162(m) of the Code.  "Committee"
means either such committee or a subcommittee of that committee, as the case
may be, which shall be constituted to comply with the applicable requirements
of Section 162(m) of the Code and the regulations promulgated thereunder.

                 (g)     "Company" means American Craft Brewing International
Limited, a company organized under the laws of Bermuda, or any successor
company.

                 (h)     "Effective Date" means the date on which the Board
approves the Plan.

                 (i)     "Fair Market Value" means, with respect to Stock or
other property, the fair market value of such Stock or other property
determined by such methods or procedures as shall be established from time to
time by the Board acting in its sole discretion and in good faith.

                 (j)     "ISO" means any Option intended to be and designated
as an incentive stock option within the meaning of Section 422 of the Code.

                 (k)     "NQSO" means any Option not designated as an ISO.

                 (l)     "Option" means a right, granted to an Optionee under
Section 6 of the Plan, to purchase shares of Stock, subject to the terms and
conditions of this Plan.  An Option may be either an ISO or an NQSO, provided
that ISOs may be granted only to employees of the Company or a Subsidiary.

                 (m)     "Optionee" means a person who, as an employee, a
director or an independent contractor of the Company, a Subsidiary or an
Affiliate, has been granted an Option.

                 (n)     "Plan" means this American Craft Brewing International
Limited 1996 Stock Option Plan, as amended from time to time.

                 (o)     "Rule 16b-3" means Rule 16b-3, as from time to time in
effect promulgated by the Securities and Exchange Commission under Section 16
of the Securities Exchange Act of 1934, as amended, including any successor to
such Rule.

                 (p)     "Stock" means the common stock, par value $.01 per
share, of the Company.

                 (q)     "Stock Option Agreement" means any written agreement,
contract, or other instrument or document evidencing an Option.

                 (r)     "Subsidiary" means any corporation in which the
Company, directly or indirectly, owns stock possessing 50% or more of the total
combined voting power of all classes of stock of such corporation.
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                 (s)     "Ten Percent Shareholder" means a person or persons
who own, directly or indirectly, more than 10% of the total combined voting
power of all classes of stock of the Company or any of its Subsidiaries.

3.      Administration

        The Plan shall be administered by the Committee.  The Committee shall
have full power to construe and interpret the Plan, to establish rules for its
administration and to grant Options.  The Committee may establish rules setting
forth terms and conditions for a specified group of Options.  The Committee may
act by a majority of a quorum (a quorum being a majority of the members of such
Committee) present at a called meeting or by unanimous written consent of all
of its members.  All actions taken and decisions made by the Board of the
Committee pursuant to the Plan shall be binding and conclusive on all persons
interested in the Plan.

4.      Eligibility

        Options may be granted in the discretion of the Committee to employees
(including officers), directors and independent contractors of the Company and
its present or future Subsidiaries and Affiliates.  In determining the persons
to whom Options shall be granted and the type of Options granted (including the
number of shares to be covered by such Options), the Committee shall take into
account such factors as the Committee shall deem relevant in connection with
accomplishing the purposes of the Plan.  No person shall be granted during any
calendar year one or more Options under the Plan for, in the aggregate, more
than 300,000 shares of Stock.

5.      Stock Subject to the Plan

        The maximum number of shares of Stock reserved for the grant of Options
under the Plan shall be 600,000 shares of Stock, subject to adjustment as
provided herein.  Such shares may, in whole or in part, be authorized but
unissued shares or shares that shall have been or may be reacquired by the
Company in private transactions or otherwise.  The number of shares of Stock
available for issuance under the Plan shall be reduced by the number of shares
of Stock subject to outstanding Options.  If any shares subject to an Option
are forfeited, canceled, exchanged or surrendered or if an Option otherwise
terminates or expires without a distribution of shares to the Optionee, the
shares of Stock with respect to such Option shall, to the extent of any such
forfeiture, cancellation, exchange, surrender, termination or expiration, again
be available for Options under the Plan.

        In the event that the Committee shall determine, in its sole
discretion, that any dividend or other distribution (whether in the form of
cash, Stock, or other property), recapitalization, stock split, reverse split,
any reorganization, merger, consolidation, spin-off, combination, repurchase,
share exchange, license arrangement, strategic alliance or other similar
corporate transaction or event, affects the Stock such that an adjustment is
appropriate in order to prevent dilution or enlargement of the rights of any
Optionees under the Plan, then the Committee shall make such equitable changes
or adjustments as it deems
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necessary or appropriate to any or all of (i) the number and kind of shares of
Stock which may thereafter be issued in connection with Options, (ii) the
number and kind of shares of Stock issued or issuable in respect of outstanding
Options, and (iii) the exercise price, grant price, or purchase price relating
to any Option; provided that, with respect to ISOs, such adjustment shall be
made in accordance with Section 424(h) of the Code.

6.      Specific Terms of Options

                 (a)     General.  Options may be granted at the discretion of
the Committee.  The term of each Option shall be for such period as may be
determined by the Committee.  The Committee may make rules relating to Options,
and may impose on any Option or the exercise thereof, at the date of grant or
thereafter, such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine.

                 (b)     Options.  The Committee is authorized to grant Options
to Optionees on the following terms and conditions:

                 (i)     Type of Option.  The Stock Option Agreement evidencing
                 the grant of an Option under the Plan shall designate the
                 Option as an ISO (in the event its terms, and the individual
                 to whom it is granted, satisfy the requirements for ISOs under
                 the Code) or an NQSO.

                 (ii)    Exercise Price.  The exercise price per share of Stock
                 purchasable under an Option shall be determined by the
                 Committee; provided that, in the case of an ISO, (A) such
                 exercise price shall be not less than the Fair Market Value of
                 a share of Stock on the date of grant of such Option or such
                 other exercise price as may be required by the Code and (B) if
                 the Optionee is a Ten Percent Shareholder, such exercise price
                 shall not be less than 110% of the Fair Market Value of a
                 share of Stock on the date of grant of such Option.  In no
                 event shall the exercise price for the purchase of shares of
                 Stock be less than par value.  Options shall be exercised by
                 (I) giving written notice thereof to the Company and (II)
                 paying the exercise price.  In addition to any other method of
                 payment which may be acceptable to the Committee, payment may
                 be effected, either in whole or in part, by the surrender to
                 the Company of outstanding Stock.  Any Stock so surrendered
                 shall be valued at the Fair Market Value on the date on which
                 such shares are surrendered.

                 (iii)   Term and Exercisability of Options.  The date on which
                 the Committee adopts a resolution expressly granting an Option
                 shall be considered the day on which such Option is granted.
                 Options shall be exercisable over the exercise period which
                 shall not exceed ten years (five years in the case of an ISO
                 granted to a Ten Percent Shareholder) from the date of grant,
                 at such times and upon such conditions as the Committee may
                 determine, as reflected in the Stock Option Agreement.

                 (iv)    Payment of Cash or Stock Upon Exercise.  Upon exercise
                 of an Option,
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                 the Company may, in the sole discretion of the Committee,
                 either (A) issue to the Optionee the shares of Stock subject
                 to the Option or (B) in lieu of issuing Stock, pay to the
                 Optionee in cash an amount equal to the excess, if any, of the
                 aggregate Fair Market Value of the shares of Stock subject to
                 such Option as of the close of the fiscal year in which
                 exercise occurs over the aggregate exercise price of the
                 shares of Stock purchasable under such Option.
                 Notwithstanding the foregoing, if at the time of exercise of
                 the Option, the Company has issued Stock in a public offering
                 it will no longer have the right to pay cash to an Optionee in
                 lieu of issuing Stock.

                 (v)     Termination of Employment, etc.  An Option may not be
                 exercised unless the Optionee is then in the employ of, or
                 then maintains an independent contractor relationship with,
                 the Company or any Subsidiary or Affiliate (or a company or a
                 parent or subsidiary company of such company issuing or
                 assuming the Option in a transaction to which Section 424(a)
                 of the Code applies) and unless the Optionee has continuously
                 maintained any of such relationships since the date of grant
                 of the Option; provided that, the Stock Option Agreement may
                 contain provisions extending the exercisability of Options, in
                 the event of specified terminations, to a date not later than
                 the expiration date of such Option.  The Committee may
                 establish a period during which the Beneficiaries of an
                 Optionee who died while an employee, a director or an
                 independent contractor of the Company or any Subsidiary or
                 Affiliate or during any extended period referred to in the
                 immediately preceding proviso may exercise those Options which
                 were exercisable on the date of the Optionee's death; provided
                 that no Option shall be exercisable after its expiration date.

                 (vi)    Nontransferability.  Options shall not be transferable
                 by an Optionee except by will or the laws of descent and
                 distribution and shall be exercisable during the lifetime of
                 an Optionee only by such Optionee.

                 (vii)   Other Provisions.  Options may be subject to such
                 other conditions as the Committee may prescribe in its
                 discretion.

7.      Change in Control Provisions

        In the event of a Change in Control, any and all Options then
outstanding shall become fully exercisable and vested, whether or not
theretofore vested and exercisable.

8.      General Provisions

                 (a)     Fair Market Value of Common Stock.  In determining the
Fair Market Value of the Stock for purposes of the Plan, the Board may rely on
a valuation report by an investment banking or valuation firm selected by the
Board.  In the event the Stock becomes listed on any national stock exchange or
quoted on the national market quotations system, the Fair Market Value of the
Stock shall, as of any day, be the closing price for the immediately preceding
trading day.
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                 (b)     Compliance with Legal and Exchange Requirements.  The
Plan, the granting and exercising of Options thereunder, and the other
obligations of the Company under the Plan and any Stock Option Agreement, shall
be subject to all applicable laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as may be required.  The Company, in
its discretion, may postpone the issuance or delivery of Stock under any Option
until completion of such stock exchange listing or registration or
qualification of such Stock or other required action under any law, rule or
regulation as the Company may consider appropriate, and may require any
Optionee to make such representations and furnish such information as it may
consider appropriate in connection with the issuance or delivery of Stock in
compliance with applicable laws, rules and regulations.

                 (c)     No Right to Continued Employment, etc.  Nothing in the
Plan or in any Option granted or Stock Option Agreement entered into pursuant
to the Plan shall confer upon any Optionee the right to continue as an employee
or director of, or as an independent contractor to, the Company, any Subsidiary
or any Affiliate, as the case may be, or to be entitled to any remuneration or
benefits not set forth in the Plan or such Stock Option Agreement or to
interfere with or limit in any way the right of the Company or any such
Subsidiary or Affiliate to terminate such Optionee's employment or independent
contractor relationship.

                 (d)     Taxes.  The Company or any Subsidiary or Affiliate is
authorized to withhold from any Option granted, any payment relating to an
Option under the Plan (including from a distribution of Stock), or any other
payment to an Optionee, amounts of withholding and other taxes due in
connection with any transaction involving an Option, and to take such other
action as the Committee may deem advisable to enable the Company and an
Optionee to satisfy obligations for the payment of withholding taxes and other
tax obligations relating to any Option.  This authority shall include authority
to withhold or receive Stock or other property and to make cash payments in
respect thereof in satisfaction of an Optionee's tax obligations.

                 (e)     Amendment and Termination of the Plan.  The Board may
at any time and from time to time alter, amend, suspend, or terminate the Plan
in whole or in part.  Notwithstanding the foregoing, no amendment shall affect
adversely any of the rights of any Optionee, without such Optionee's consent,
under any Option theretofore granted under the Plan.  Unless terminated earlier
by the Board, the Plan shall terminate ten years after the effective date and
no Options shall be granted under the Plan after such date.

                 (f)     No Rights to Options; No Stockholder Rights.  No
person shall have any claim to be granted any Option under the Plan, and there
is no obligation for uniformity of treatment of Optionees.  Except as provided
specifically herein, an Optionee or a transferee of an Option shall have no
rights as a stockholder with respect to any shares covered by the Option until
the date of the issuance of a stock certificate to such Optionee for such
shares.
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                 (g)     Unfunded Status of Options.  The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation.  Nothing
contained in the Plan or any Option shall give any such Optionee any rights
that are greater than those of a general creditor of the Company.

                 (h)     Governing Law.  The Plan and all determinations made
and actions taken pursuant hereto shall be governed by the laws of the State of
New York without giving effect to the conflict of laws principles thereof.

                 (i)     Effective Date.  The Plan shall take effect upon the
Effective Date, but the Plan (and any grants of Options made prior to the
stockholder approval mentioned herein), shall be subject to the approval of the
holder(s) of a majority of the issued and outstanding shares of voting
securities of the Company entitled to vote, which approval must occur within
twelve months of the date the Plan is adopted by the Board.  In the absence of
such approval, such Options shall be null and void.