Senior Promissory Note

SENIOR PROMISSORY NOTE


$900,000.00 Date of This Note:
November 11, 1997


FOR VALUE RECEIVED, the undersigned AMERICAN CRAFT BREWING INTERNATIONAL LIMITED., a Bermuda corporation ("Maker"), promises to pay to the order of ENTREPRENEURIAL INVESTORS, LTD. ("Payee") at Freeport, Bahamas, or at such other place as Payee may from time to time designate by written notice to Maker, in lawful money of the United States of America, the sum of Nine Hundred Thousand Dollars (U.S. $900,000.00), together with interest on the principal balance from time to time remaining unpaid at the rate hereinafter provided. Maker further agrees as follows:


SECTION 1. INTEREST RATE.


(a) Interest will accrue on the unpaid principal balance of this
Note at a rate equal to: Ten Percent (10%) per annum (not
compounded).


(b) Interest will be computed on the basis of a year of Three
Hundred Sixty Five (365) days for the actual number of days
elapsed.


(c) All agreements between Maker and Payee are expressly limited so
that in no contingency or event whatsoever shall the amount paid
or agreed to be paid to Payee for the use, forbearance, or
detention of the indebtedness evidenced by this Note shall
exceed the maximum amount permissible under applicable law. If
from any circumstance Payee should ever receive as interest or
imputed interest an amount which would exceed the highest lawful
rate, such amount as would be excessive interest shall be
applied to the reduction of the principal amount owing under
this Note and not to the payment of interest.


(d) Interest will be paid in cash, unless Maker and Payee agree
otherwise in writing.


SECTION 2. PAYMENTS.


All outstanding amounts owing under this Note, including accrued interest and the outstanding principal, will be due and payable in full on March 31, 1998. All payments will be applied first to accrued interest and then to principal.


SECTION 3. SECURITY.


This Note is secured by and entitled to the benefits of (a) Nine Hundred and Fifty (950) shares of the common stock of AmBrew, USA, Inc., (b) Nine Hundred Ninety Nine (999) shares of the capital stock of Cerveceria Rio Bravo, S.A. de C.V., (c) the sixty percent (60%) percentage interest of Maker in Celtic Brew LLC (as evidenced by certified copies of (i) the Articles of Organization of Celtic Brew LLC, and (ii) the Operating Agreement of Celtic Brew LLC, such certified copies to be delivered to Payee on or prior to the date hereof), and (d) Four Thousand Seven Hundred and Forty Nine (4,749) shares of South China Brewing Company Limited represented by Certificate No. 17 registered in the name of Debtor (the items described in Sections 3(a) through 3(d), above are hereinafter collectively referred to as the "Collateral"). The portion of the Collateral described in Sections 3(a) and 3(b) above, along with executed stock powers in blank, will be deposited with Cardinal International Bank & Trust Co., Ltd., Nassau, Bahamas (the "Escrow Agent") within two (2) business days of the Date of This Note. Prior to funding, Maker will provide, execute and deliver to Payee any and all documents necessary to perfect the security interest in the portion of the Collateral described in Section 3(c) above. The portion of the Collateral described in Section 3(d) above, along with executed stock powers in blank, will be deposited by Maker with Locke, Purnell, Rain, Harrell, P.C. (New Orleans office), as escrow agent for Payee, prior to funding.


SECTION 4. DEFAULT.


Any of the following will constitute an event of default ("Event of Default"):


(a) Any failur ...