Bridge Loan

Mr. Robert Sipper Chief Executive Officer Perry's Majestic Beer, Inc. Brooklyn, New York


Re: Bridge Loan


Dear Mr. Sipper:


This letter summarizes our agreement as follows:


1. Bridge Loan. Upon the execution of this letter, the undersigned ("Lender") shall loan (the "Loan") Five Thousand Dollars ($5,000) to Perry's Majestic Beer, Inc., a Delaware corporation (the "Company"), pursuant to the terms of a certain promissory note, the form of which is attached hereto as Exhibit "A" (the "Note"). Concurrently, with the execution of this letter, the Company shall execute and deliver the Note to Lender.


2. Issuance of Bridgeholder's Warrants. As additional consideration, solely for making the Loan, the Company hereby grants to Lender the right to receive One Hundred Thousand (100,000 ) Class A Redeemable Purchase Warrants (the "Bridgeholder's Warrants") of the Company. The terms and conditions of the Class A Warrants will be identical to the terms and conditions of the shares of the Class A Warrants to be offered to the public in the Company's initial public offering ( "Initial Public Offering").


3. Registration Rights. The Company agrees to include the Bridgeholder's Class A Warrants as well as the shares of Common Stock of the Company issuable upon the exercise of the Class A Warrants (the "Registrable Securities"), in the registration statement filed in connection with the Initial Public Offering, during the five (5) year period after the date hereof, at no cost or expense to Lender.


Anything in this Section 3 to the contrary notwithstanding, in the event that the managing underwriter of the Initial Public Offering informs the Company in writing that the inclusion of the Registrable Securities in the Initial Public Offering will result in the inability to effect the Initial Public Offering or qualify the Initial Public Offering in one or more states which such managing underwriter, in its sole discretion, deems necessary for the Initial Public Offering to proceed, Lender shall agree to withhold some or all of the Registrable Securities


from registration in accordance with the instructions of such managing underwriter. In such event, upon Lender's request, the Company shall file a registration statement with the Commission for the purpose of registering the Registrable Securities as soon as practicable after the closing date of such Initial Public Offering at no cost or expense to Lender.


Lender agrees not to sell, pledge, hypothecate, encumber or otherwise dispose of any of the Registrable Securities for a period of thirteen (13) months following the effective date of the Initial Public Offering, subject to earlier release at the discretion of the underwriter of the Initial Public Offering.


4. Representations of Lender. Lender represents that he is acquiring the Bridgeholder's Units and the Underlying Bridge Securities for investment purposes only and not with a view to any resale or public distribution thereof. Lender has had full access to the books and records of the Company and has had the opportunity to question the officers, counsel and independent accountants of the Company. Lender is an "accredited investor" as defined in section 2(15) of the Securities Act of 1933, as amended, and Regulation D promulgated by the Commission. Additionally, Lender represents that he is neither a member of, affiliated with or employed by a member of the National Association of Securities Dealers, nor is he employed by or affiliated with a broker-dealer registered with the Securities and Exchange Commission or with any state regulatory authority.


5. Governing Law; Jurisdiction and Venue. Regardless of the place of execution or performance, this letter and the Note shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to such State's conflicts of laws provisions. Each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of New York, County of New York.


Please acknowledge your consent to the foregoing terms by countersigning the enclosed duplicate copy of this letter and returning it to us together with the Note.


Very truly yours,


ULSTER INVESTMENTS, LTD.


By: /s/Roslyn Yearwood
----------------------------
Name: Roslyn Yearwood
Title: Secretary
For and on behalf of:
Antigua International Trust Ltd.
Director AGREED TO AND ACKNOWLEDGED: PERRY'S MAJESTIC BEER, INC.


By: /s/ Robert Sipper
--------------------------------------
Robert Sipper, Chief Executive Officer


EXHIBIT "A"


PROMISSORY NOTE


$ 5,000.00 March , 1996
New York, New York


FOR VALUE RECEIVED, PERRY'S MAJESTIC BEER, INC., a Delaware corporation ("Maker"), promises to pay to Ulster Investments, Ltd.("Holder") at such place as Holder may designate in writing, the entire principal sum of Five Thousand Dollars ($5,000 ), together with interest at the rate of eight percent (8%) per annum, on the earlier of (i) March ,1997 or (ii) the closing date of the first underwritten public offering of Maker's securities, at which time all principal and interest shall be due and owing.


All payments of principal and interest hereunder shall be payable in lawful money of the United States.


Maker shall be in default hereunder, at the option of Holder, upon the occurrence of any of the following events: (i) the failure by Maker to make any payment of principal or interest when due hereunder, and such failure shall have continued for a period of more than ten (10) days; (ii) the entering into of a decree or order by a court of competent jurisdiction adjudicating Maker a bankrupt or the appointing of a receiver or trustee of Maker upon the application of any creditor in an insolvency or bankruptcy proceeding or other creditor's suit; (iii) a court of competent jurisdiction approving as properly filed, a petition for reorganization or arrangement filed against Maker under the Federal bankruptcy laws and such decree or order not being vacated within thirty (30) days; (iv) the pendency of any bankruptcy proceeding or other creditors' suit against Maker; (v) a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws with respect to Maker; (vi) an assignment for the benefit of creditors by Maker; (vii) Maker consents to the appointment of a receiver or trustee in an insolvency or bankruptcy proceeding or other creditors' suit; (viii) the existence of any uncured event of default under the terms of any instrument in writing evidencing a debt to someone other than Holder, provided, that Maker is not contesting in good faith by appropriate proceedings such uncured event of default; (ix) the existence of any judgment against, or any attachment of property of Maker; or (x) any other condition which, in the good faith determination of Holder, would materially impair the timely repayment of this Note.


Upon the occurrence of any event or condition of default hereunder, or at any time thereafter, Holder at his option may accelerate the maturity of this Note and declare all of the indebtedness or any portions thereof to be immediately due and payable, together with accrued interest thereon, and payment thereof may be enforced by suit or other process of law.


If this Note is not paid when due, whether at maturity or by acceleration, Maker agrees to pay all reasonable costs of collection and such costs shall include without limitation all costs, attorneys' fees and expenses incurred by


Holder hereof in connection with any insolvency, bankruptcy, reorganization, arrangement or similar proceedings involving Holder, or involving any endorser or guarantor hereof, which in any way affects the exercise by Holder hereof of its rights and remedies under this Note.


Presentment, demand, protest, notices of protest, dishonor and non-payment of this Note and all notices of every kind are hereby waived.


The terms "Maker" and "Holder" shall be construed to include their respective heirs, personal representatives, successors, subsequent holders and assigns.


Regardless of the place of execution or performance, this letter and the Note shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to such state's conflicts of laws provisions. Each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of New York, County of New York.


PERRY'S MAJESTIC BEER, INC.


By: /s/ Robert Sipper
--------------------------------------
Robert Sipper, Chief Executive Officer


March , 1996


Mr. Robert Sipper Chief Executive Officer Perry's Majestic Beer, Inc. Brooklyn, New York


Re: Bridge Loan


Dear Mr. Sipper:


This letter summarizes our agreement as follows:


1. Bridge Loan. Upon the execution of this letter, the undersigned ("Lender") shall loan (the "Loan") Five Thousand Dollars ($5,000) to Perry's Majestic Beer, Inc., a Delaware corporation (the "Company"), pursuant to the terms of a certain promissory note, the form of which is attached hereto as Exhibit "A" (the "Note"). Concurrently, with the execution of this letter, the Company shall execute and deliver the Note to Lender.


2. Issuance of Bridgeholder's Warrants. As additional consideration, solely for making the Loan, the Company hereby grants to Lender the right to receive One Hundred Thousand (100,000 ) Class A Redeemable Purchase Warrants


(the "Bridgeholder's Warrants") of the Company. The terms and conditions of the Class A Warrants will be identical to the terms and conditions of the shares of the Class A Warrants to be offered to the public in the Company's initial public offering ( "Initial Public Offering").


3. Registration Rights. The Company agrees to include the Bridgeholder's Class A Warrants as well as the shares of Common Stock of the Company issuable upon the exercise of the Class A Warrants (the "Registrable Securities"), in the registration statement filed in connection with the Initial Public Offering, during the five (5) year period after the date hereof, at no cost or expense to Lender.


Anything in this Section 3 to the contrary notwithstanding, in the event that the managing underwriter of the Initial Public Offering informs the Company in writing that the inclusion of the Registrable Securities in the Initial Public Offering will result in the inability to effect the Initial Public Offering or qualify the Initial Public Offering in one or more states which such managing underwriter, in its sole discretion, deems necessary for the Initial Public Offering to proceed, Lender shall agree to withhold some or all of the Registrable Securities


from registration in accordance with the instructions of such managing underwriter. In such event, upon Lender's request, the Company shall file a registration statement with the Commission for the purpose of registering the Registrable Securities as soon as practicable after the closing date of such Initial Public Offering at no cost or expense to Lender.


Lender agrees not to sell, pledge, hypothecate, encumber or otherwise dispose of any of the Registrable Securities for a period of thirteen (13) months following the effective date of the Initial Public Offering, subject to earlier release at the discretion of the underwriter of the Initial Public Offering.


4. Representations of Lender. Lender represents that he is acquiring the Bridgeholder's Units and the Underlying Bridge Securities for investment purposes only and not with a view to any resale or public distribution thereof. Lender has had full access to the books and records of the Company and has had the opportunity to question the officers, counsel and independent accountants of the Company. Lender is an "accredited investor" as defined in section 2(15) of the Securities Act of 1933, as amended, and Regulation D promulgated by the Commission. Additionally, Lender represents that he is neither a member of, affiliated with or employed by a member of the National Association of Securities Dealers, nor is he employed by or affiliated with a broker-dealer registered with the Securities and Exchange Commission or with any state regulatory authority.


5. Governing Law; Jurisdiction and Venue. Regardless of the place of execution or performance, this letter and the Note shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to such State's conflicts of laws provisions. Each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of New York, County of New York.


Please acknowledge your consent to the foregoing terms by countersigning the enclosed duplicate copy of this letter and returning it to us together with the Note.


Very truly yours,


FIRST NATIONAL FUND CORP.


By: /s/ Gregory D. Roberts
-----------------------------
Name: Gregory D. Roberts
Title:President


AGREED TO AND ACKNOWLEDGED:


PERRY'S MAJESTIC BEER, INC.


By:/s/ Robert Sipper
--------------------------------------
Robert Sipper, Chief Executive Officer


EXHIBIT "A"


PROMISSORY NOTE


$ 5,000.00 March , 1996
New York, New York


FOR VALUE RECEIVED, PERRY'S MAJESTIC BEER, INC., a Delaware corporation ("Maker"), promises to pay to First National Fund Corp.("Holder") at such place as Holder may designate in writing, the entire principal sum of Five Thousand Dollars ($5,000 ), together with interest at the rate of eight percent (8%) per annum, on the earlier of (i) March ,1997 or (ii) the closing date of the first underwritten public offering of Maker's securities, at which time all principal and interest shall be due and owing.


All payments of principal and interest hereunder shall be payable in lawful money of the United States.


Maker shall be in default hereunder, at the option of Holder, upon the occurrence of any of the following events: (i) the failure by Maker to make any payment of principal or interest when due hereunder, and such failure shall have continued for a period of more than ten (10) days; (ii) the entering into of a decree or order by a court of competent jurisdiction adjudicating Maker a bankrupt or the appointing of a receiver or trustee of Maker upon the


application of any creditor in an insolvency or bankruptcy proceeding or other creditor's suit; (iii) a court of competent jurisdiction approving as properly filed, a petition for reorganization or arrangement filed against Maker under the Federal bankruptcy laws and such decree or order not being vacated within thirty (30) days; (iv) the pendency of any bankruptcy proceeding or other creditors' suit against Maker; (v) a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws with respect to Maker; (vi) an assignment for the benefit of creditors by Maker; (vii) Maker consents to the appointment of a receiver or trustee in an insolvency or bankruptcy proceeding or other creditors' suit; (viii) the existence of any uncured event of default under the terms of any instrument in writing evidencing a debt to someone other than Holder, provided, that Maker is not contesting in good faith by appropriate proceedings such uncured event of default; (ix) the existence of any judgment against, or any attachment of property of Maker; or (x) any other condition which, in the good faith determination of Holder, would materially impair the timely repayment of this Note.


Upon the occurrence of any event or condition of default hereunder, or at any time thereafter, Holder at his option may accelerate the maturity of this Note and declare all of the indebtedness or any portions thereof to be immediately due and payable, together with accrued interest thereon, and payment thereof may be enforced by suit or other process of law.


If this Note is not paid when due, whether at maturity or by acceleration, Maker agrees to pay all reasonable costs of collection and such costs shall include without limitation all costs, attorneys' fees and expenses incurred by Holder hereof in connection with any insolvency, bankruptcy, reorganization, arrangement or similar proceedings involving Holder, or involving any endorser or guarantor hereof, which in any way affects the exercise by Holder hereof of its rights and remedies under this Note.


Presentment, demand, protest, notices of protest, dishonor and non-payment of this Note and all notices of every kind are hereby waived.


The terms "Maker" and "Holder" shall be construed to include their respective heirs, personal representatives, successors, subsequent holders and assigns.


Regardless of the place of execution or performance, this letter and the Note shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to such state's conflicts of laws provisions. Each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of New York, County of New York.


PERRY'S MAJESTIC BEER, INC.


By: /s/ Robert Sipper
--------------------------------------
Robert Sipper, Chief Executive Officer


March , 1996


Mr. Robert Sipper Chief Executive Officer Perry's Majestic Beer, Inc. Brooklyn, New York


Re: Bridge Loan


Dear Mr. Sipper:


This letter summarizes our agreement as follows:


1. Bridge Loan. Upon the execution of this letter, the undersigned ("Lender") shall loan (the "Loan") Fifty Thousand Dollars ($50,000) to Perry's Majestic Beer, Inc., a Delaware corporation (the "Company"), pursuant to the terms of a certain promissory note, the form of which is attached hereto as Exhibit "A" (the "Note"). Concurrently, with the execution of this letter, the Company shall execute and deliver the Note to Lender.


2. Issuance of Bridgeholder's Warrants. As additional consideration, solely for making the Loan, the Company hereby grants to Lender the right to receive One Million (1,000,000 ) Class A Redeemable Purchase Warrants (the "Bridgeholder's Warrants") of the Company. The terms and conditions of the Class A Warrants will be identical to the terms and conditions of the shares of the Class A Warrants to be offered to the public in the Company's initial public offering ( "Initial Public Offering").


3. Registration Rights. The Company agrees to include the Bridgeholder's Class A Warrants as well as the shares of Common Stock of the Company issuable upon the exercise of the Class A Warrants (the "Registrable Securities"), in the registration statement filed in connection with the Initial Public Offering, during the five (5) year period after the date hereof, at no cost or expense to Lender.


Anything in this Section 3 to the contrary notwithstanding, in the event that the managing underwriter of the Initial Public Offering informs the Company in writing that the inclusion of the Registrable Securities in the Initial Public Offering will result in the inability to effect the Initial Public Offering or qualify the Initial Public Offering in one or more states which such managing underwriter, in its sole discretion, deems necessary for the Initial Public Offering to proceed, Lender shall agree to withhold some or all of the Registrable Securities


from registration in accordance with the instructions of such managing underwriter. In such event, upon Lender's request, the Company shall file a registration statement with the Commission for the purpose of registering the Registrable Securities as soon as practicable after the closing date of such Initial Public Offering at no cost or expense to Lender.


Lender agrees not to sell, pledge, hypothecate, encumber or otherwise dispose of any of the Registrable Securities for a period of thirteen (13) months following the effective date of the Initial Public Offering, subject to earlier release at the discretion of the underwriter of the Initial Public Offering.


4. Representations of Lende ...