Amended & Restated Stock Option Plan

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 2 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. 3
(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 ...