Exhibit 10(lxi)

                            WESTFINANCE CORPORATION

                          3201 NEW MEXICO AVENUE. N.W.
                                   SUITE 350
                             WASHINGTON, D.C. 20016
                                     -------
                                 (202)895-1390


                               AGREEMENT between

                             FREDERICK BREWING CO.
                                      and
                            WESTFINANCE CORPORATION

                                      for:

          THE RETENTION OF WESTFINANCE CORPORATION AS FINANCING AGENT


         1. For obtaining financing of Five Million ($5,000,000) dollars for
FREDERICK BREWING CO., Westfinance will be paid a cash fee equal to 6% of that
amount when provided by investors whom Westfinance identifies in writing to FBC,
whom FBC acknowledges as Westfinance's investors, and who are then placed in
direct contact with FBC by Westfinance. Such fee will be payable only upon
receipt of the monies and closing thereon by FBC. Should Westfinance obtain
financing for FBC of less than $5,000,000, its fee shall be 8% of the amount
obtained up to $500,000, 7% of the next $500,000 and 6% of the excess over
$1,000,000.

         2.a. For financial advisory services provided by Westfinance it will be
paid a cash fee of 1% of all monies obtained from sources who are not
Westfinance investors, payable only upon receipt of the monies and closing
thereon by FBC. Notwithstanding the foregoing, monies obtained from pending
financing in an amount of approximately three million dollars in the form of
subordinated debt and/or equity if provided by Private Capital Source, Ltd. and
World Capital Funding respectively, are specifically excluded from the
provisions of this paragraph.

         2.b. Westfinance shall also receive as additional compensation warrants
equal to 1% of the company's presently outstanding shares, exercisable no later
than five years from the date of this agreement, at the same price paid by the
investor(s). Should Westfinance obtain financing for FBC of less than $5,000,000
the number of warrants it shall receive will be reduced proportionately, but in
no event to a number less than 0.5% of FBC's presently outstanding shares. The
underlying shares shall have piggyback registration rights.

         2.c. Westfinance's financial advice shall include but not be limited to
counseling FBC on the structuring of the financing, with particular emphasis on
identifying alternative structures and advising on the advantages and
disadvantages of each. Westfinance will also advise on valuation and pricing.

         3. FBC will promptly reimburse Westfinance, upon receipt of invoice,
for all expenses specifically related to its service to FBC. Prior approval will
be secured by Westfinance if such expenses exceed $500. FBC will be responsible
for all of its own costs.


<PAGE>

TERM

         Westfinance will be the exclusive financing agent for FBC for a period
of 90 days from the date of this agreement, unless extended by mutual consent.
Westfinance will be deemed to be the procuring cause with regard to any and all
prospective investors it identifies in writing to FBC during this period and
whom FBC acknowledges as Westfinance's investors, and thus will be entitled to
the compensation described above should any such prospective investors provide
FBC with funds; provided such investment occurs within twelve months following
the end of the term of this agreement unless such investment is part of a
scheduled investment extending over a longer period of time. FBC reserves the
right to accept or reject, at its own discretion, any investor or the terms of
any particular offer. This agreement constitutes the only valid agreement
between the parties.

    AGREED AND ACCEPTED:

Date: November 4, 1998                                  /s/ C. Stevens Avery, II
      -----------------------                           ------------------------
                                                        C. Stevens Avery, II
                                                        President

By: /s/ Kevin E. Brannon
    -------------------------
    Chairman & CEO
    Frederick Brewing Co.


<PAGE>

                            WESTFINANCE CORPORATION

                          3201 NEW MEXICO AVENUE. N.W.
                                   SUITE 350
                             WASHINGTON, D.C. 20016
                                     -------
                                 (202) 895-1390


                 MERGER & ACQUISITION TRANSACTION FEE AGREEMENT


Transaction Fee:                                  Monthly Retainer:
----------------                                  -----------------

first and second million-       5%
third and fourth million-       4%
fourth and fifth million-       3%
fifth and sixth million-        2%
thereafter-                     1%

1.    Westfinance Corporation (WFC) will represent Frederick Brewing Co. ("FBC")
      to potential M&A candidates relying on data and estimates furnished by
      FBC. WFC will clear all contacts in advance; FBC will advise WFC of prior
      efforts and all other contacts.

2.    Transaction fee will be payable in cash at time of closing if FBC accepts
      transaction
      a.    through the introduction or efforts of WFC within 24 months of date
            below; or
      b.    with any source whatever during period of exclusivity.

3.    Transaction fee will be reduced by the advance retainer and will
      constitute full settlement for all transaction fees and expenses except:
      a.    out-of-pocket expenses (such as distant travel) specifically
            authorized by FBC; and
      b.    subsequent payments of any description, including the assumption of
            leases, that had been negotiated as part of the transaction.

4.    FBC has corporate authority to pay the fees set forth above.

5.    This agreement is exclusive, may be terminated in writing after 180 days
      and will be arbitrated under the rules of the American Arbitration
      Association in case of dispute, except that paragraphs 2(a) and 3 shall
      survive such termination.

Frederick Brewing Co.                                  Date: 11/4/98

/s/ Kevin E. Brannon                                   /s/ C. Stevens Avery, II.
--------------------------------                       -------------------------
Kevin E. Brannon, Chairman & CEO                       C. Stevens Avery, II.
Frederick Brewing Co.                                  President
                                                       Westfinance Corporation