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                                                                   Exhibit 10.14

                  American Craft Brewing International Limited
                             Unit A1, 1/F Vita Tower
                                29 Wong Chuk Hang
                               Aberdeen, Hong Kong

                                                                    May 31, 1996

Microbrew Systems Co. Ltd.
__________________________

__________________________
(Address)
__________________________

__________________________



Dear Sir:

          American Craft Brewing International Limited, a British Virgin Islands
company (the "Company"), or its successor,  hereby agrees to issue and sell, and
Microbrew  Systems  Co. Ltd. (the  "Purchaser"),  hereby agrees to purchase (the
"Issuance and Sale") US$20,000  principal  amount (the "Principal  Amount") of a
Redeemable  Convertible  Note.  "Redeemable  Convertible Note" shall mean a note
issued by the Company or its successor in the form attached  hereto as Exhibit A
with the following  terms:  interest on the  Redeemable  Convertible  Note shall
accrue  at the rate of 12% per  annum;  provided,  that if the  Company,  or its
successor,  does not  consummate  an initial  public  offering  of its shares of
capital stock, par value US$0.01 per share (the "Shares"),  in the United States
(the "IPO") prior to September 1, 1996,  interest on the Redeemable  Convertible
Note shall accrue at the rate of 14% per annum for the period from but excluding
September 1, 1996 to but including  September 1, 1997 (the  "Conversion  Date");
provided  further  that if the IPO is not  consummated  prior to the  Conversion
Date, the Purchaser  shall have the right to convert the Redeemable  Convertible
Note into that number of Shares so that  immediately  after such  conversion the
Purchaser shall hold .5% of the issued and outstanding Shares.  Upon the date of
the consummation of the IPO (the "Closing  Date"),  the Purchaser shall have the
right to convert  the  Redeemable  Convertible  Note into that  number of Shares
equal to the quotient  obtained by dividing the Principal  Amount by the product
of 0.5 and



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the price per  Share of the  price to  public in the IPO (the "IPO  Price").  In
addition, upon the Closing Date, the Company or its successor shall issue to the
Purchaser a redeemable warrant (the "Redeemable Warrant"),  in the form attached
to the Convertable  Note as Exhibit A, entitling the Purchaser to purchase up to
the number of Shares issued to it in accordance with the  immediately  preceding
sentence  at a price per Share  equal to the product of 1.5 and the IPO Price on
one or  more  occasions  during  the  period  commencing  thirteen  months  (the
"Commencement  Date") from the date of the  prospectus  relating to the IPO (the
"Effective  Date") and terminating on the fifth  anniversary of the Commencement
Date.  Commencing  18 months  after  the  Effective  Date,  the  Company  or its
successor shall be entitled to redeem the Redeemable Warrant at a price equal to
the  product  of the  number of Shares  into  which the  Redeemable  Warrant  is
convertable  and  US$0.10 on 30 days prior  written  notice to the holder of the
Redeemable Warrant if the per Share closing bid quotation on the Nasdaq SmallCap
Market  equals or exceeds 160% of the IPO Price for any 20 trading days within a
period of 30 consecutive  trading days, ending on the fifth trading day prior to
the notice of redemption.  The Redeemable  Convertible  Note shall mature on the
earlier of the Closing Date and the  Conversion  Date and shall be redeemable by
the Company or its successor at any time.

          2. Lock-Up  Agreement.  The Purchaser agrees that, for a period of six
months  following  the  effective  date  of the  Company's  or  its  successor's
registration statement on Form S-1 relating to the IPO, he will not, without the
prior written consent of the Company,  or its successor,  and the representative
of the underwriter(s) of the IPO, directly or indirectly, issue, offer, agree to
offer to sell,  sell,  grant an option for the  purchase  or sale of,  transfer,
pledge, assign, hypothecate,  distribute or otherwise encumber or dispose of the
Redeemable Convertible Note, the Shares or the Redeemable Warrant (or the Shares
underlying  the  Redeemable  Warrant)  or  options,  rights,  warrants  or other
securities  convertible  into  exchangeable or exercisable for or evidencing any
right to purchase or subscribe for the Redeemable  Convertible  Note, the Shares
or the Redeemable  Warrant (or the Shares  underlying  the  Redeemable  Warrant)
(whether or not beneficially  owned), or any beneficial interest therein,  other
than (i) Shares  transferred  pursuant to bona fide gifts  where the  transferee
agrees in writing to be similarly bound or (ii) Shares  transferred  through the
laws of descent.

          3.  Registration and Transfer of the Redeemable  Convertible Note, the
Shares or the  Redeemable  Warrant  (or the  Shares  underlying  the  Redeemable
Warrant).  The  Company  shall  not  register  any  transfer  of the  Redeemable
Convertible Note, the Shares or the Redeemable Warrant (or the Shares underlying
the  Redeemable  Warrant)  unless there are  effective  registrations  under the
Securities Act of 1933 (the "Act"),  pursuant to Regulation S promulgated  under
the Act ("Regulation S") or pursuant to another exemption under the Act.

          4.  Resale  of the  Redeemable  Convertible  Note,  the  Shares or the
Redeemable  Warrant  (or the Shares  underlying  the  Redeemable  Warrant).  The
Purchaser  shall  not  resell  or  otherwise   transfer  either  the  Redeemable
Convertible Note, the Shares or the Redeemable Warrant (or the Shares underlying
the Redeemable  Warrant) unless (i) there are effective  registrations under the
Act, pursuant to Regulation S or pursuant to another exemption under the Act and
(ii) if requested by the Company,  or its successor,  the Purchaser  delivers to
the




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Company an opinion of counsel, in form and substance satisfactory to counsel for
the  Company,  to  the  effect  that  such  sale  is  in  conformance  with  the
registration  requirements  of the Act,  pursuant to Regulation S or pursuant to
another exemption under the Act.

          5.  Legend on Share  Certificates.  The  certificates  evidencing  the
Shares shall bear the following legend:

          "THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  ARE  SUBJECT  TO THE
          PROVISIONS  OF A LETTER  AGREEMENT,  DATED AS OF MAY 31, 1996  BETWEEN
          AMERICAN CRAFT BREWING INTERNATIONAL LIMITED AND MICROBREW SYSTEMS CO.
          LTD.  AND  MAY  NOT  BE  SOLD  OR  TRANSFERRED  EXCEPT  IN  ACCORDANCE
          THEREWITH.  A  COPY  OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE
          EXECUTIVE  VICE  PRESIDENT  AND  SECRETARY  OF  AMERICAN CRAFT BREWING
          INTERNATIONAL LIMITED.

          "THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933 (THE "ACT").  THESE SHARES MAY NOT BE
          OFFERED FOR SALE, SOLD OR OTHERWISE  TRANSFERRED EXCEPT PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, PURSUANT TO REGULATION
          S  PROMULGATED  THEREUNDER  OR  PURSUANT  TO  ANOTHER  EXEMPTION  FROM
          REGISTRATION UNDER THE ACT."

          6. Representations and Warranties. The Purchaser hereby represents and
warrants to, and expressly agrees with, the Company that:

          (a) he is not a U.S.  person (as defined in  Regulation  S) and is not
      acquiring the  Redeemable  Convertible  Note, the Shares or the Redeemable
      Warrant (or the Shares underlying the Redeemable  Warrant) for the account
      or benefit of any U.S. person;

          (b) the  Redeemable  Convertible  Note,  the Shares and the Redeemable
      Warrant  (and  the  Shares  underlying  the  Redeemable  Warrant)  will be
      acquired by him for his own account, for investment purposes only, and not
      with a view to the  resale  or  distribution  thereof,  unless  there  are
      effective  registrations  under  the  Act,  pursuant  to  Regulation  S or
      pursuant to another exemption under the Act;

          (c) he is not,  and does not intend to  become,  a  "distributor"  (as
      defined in Regulation S) of the Redeemable Convertible Note, the Shares or
      the Redeemable  Warrant (or the Shares underlying the Redeemable  Warrant)
      provided that if he does become a distributor,  he shall  promptly  notify
      the Company,  or its  successor,  and he shall comply with all  applicable
      requirements of Regulation S;

          (d)  he is an  "accredited  investor"  (as  defined  in  Regulation  D
      promulgated under the Act);



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          (e) he is a sophisticated  investor with such knowledge and experience
      in business  and  financial  matters as will  enable him to  evaluate  the
      merits and risks of an investment in the Company; and

          (f) he understands  that the Redeemable  Convertible  Note, the Shares
      and the  Redeemable  Warrant  (and the Shares  underlying  the  Redeemable
      Warrant),  have not been, and will not be, registered under the Act or any
      U.S.  state  securities  laws,  and are being offered and sold in reliance
      upon U.S. federal and state  exemptions and the Purchaser  recognizes that
      reliance upon such  exemptions  is based in part upon his  representations
      contained herein.

          7. Understanding Among the Parties. The determination of the Purchaser
to enter into this  Agreement and to purchase the Redeemable  Convertible  Note,
the Shares and the Redeemable  Warrant (and the Shares underlying the Redeemable
Warrant)  has been made by the  Purchaser  independently  of the Company and its
subsidiaries  and their  respective  representatives,  agents and  employees and
independently  of any statement or opinion as to the  advisability  of executing
this  Agreement  or as to the  properties,  business,  prospects  or  conditions
(financial or  otherwise)  of the Company,  which may have been made or given by
the  Company or any of its  subsidiaries  or their  respective  representatives,
agents or employees.  The Purchaser further acknowledges and agrees that he will
acquire the Redeemable  Convertible Note, the Shares and the Redeemable  Warrant
(and the Shares underlying the Redeemable  Warrant) "as is," without any express
or implied representations or warranties.

          8.  Modification  or Waiver in Writing.  This  Agreement  shall not be
modified or amended except by a writing signed by both of the parties hereto. No
waiver of this Agreement or of any promises, obligations or conditions contained
herein  shall be valid  unless in writing and signed by the party  against  whom
said  waiver is to be  enforced  and any party  hereto  that shall be  adversely
affected by said waiver.  No delay on the part of any person in  exercising  any
right,  remedy or power hereunder  shall operate as a waiver thereof,  nor shall
any waiver on the part of any  person of such  right,  remedy or power,  nor any
single or partial  exercise of any such  right,  remedy or power,  preclude  any
further exercise thereof or the exercise of any other right, remedy or power.

          9. Survival. All representations, warranties, covenants and agreements
shall  survive the  execution  and delivery of this  Agreement,  the  Redeemable
Convertible  Note  and  the  Redeemable  Warrant  and  the  consummation  of the
transactions  contemplated  hereby and thereby,  regardless of any investigation
made by any party hereto or on behalf of such party.

          10.  Successors and Assigns.  This Agreement shall be binding upon and
inure  to  the  benefit  of the  parties  hereto,  their  affiliates  and  their
respective predecessors,  successors, assigns, heirs, executives, administrators
and  personal  representatives,  and each of them,  whether so expressed or not.
This Agreement is not assignable by the Purchaser,  and any attempted assignment
of this  Agreement  without the prior  written  consent of the  Company,  or its
successor,  and any attempted  assignment of this Agreement,  without such prior
written consent, shall be void. This Agreement shall inure to the benefit of and
constitute an obligation of any successor to the Company's business.



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          11. Severability.  Whenever possible, each provision of this Agreement
shall be  interpreted  in such a  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this  Agreement is held to be invalid,
illegal or  unenforceable  under any  applicable  law, rule or regulation in any
jurisdiction,  such  provision  will be  ineffective  only to the extent of such
invalidity,  illegality  or  unenforceability  in  such  jurisdiction,   without
invalidating  the  remainder  of  this  Agreement  in such  jurisdiction  or any
provision hereof in any other jurisdiction.

          12. Entire Agreement.  This Agreement  embodies the complete agreement
and  understanding  among the parties with respect to the subject  matter hereof
and supersedes any prior understandings,  agreements or representations, written
or oral, which may have related to the subject matter hereof in any way.

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

          14. Governing Law. This Agreement, the Redeemable Convertible Note and
the  Redeemable  Warrant shall be governed by the laws 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.

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

          If the terms of this  Agreement  have been correctly set forth herein,
please  confirm this by signing and  returning  to us the enclosed  copy of this
Agreement.

                                       Very truly yours,

                                       AMERICAN CRAFT BREWING
                                       HOLDINGS LIMITED

                                       by

                                          /s/ DAVID K. HAINES
                                          ______________________________________
                                          David K. Haines
                                          Managing Director for Hong Kong

Agreed to and accepted this
30 day of May 1996.

/s/ Mark Myrick
_______________________________

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