Modification To Promissory Note

MODIFICATION TO PROMISSORY NOTE


WHEREAS, South China Brewing Company, Ltd. ("Borrower") has executed a promissory note dated March 31, 1995, payable to the order of Hibernia National Bank ("Bank"), in the original principal amount of $565,000.00 bearing interest at the rate of Citibank, N.A. rate plus one half (.50%) percent ("the Note"); and


WHEREAS, Borrower and Bank desire to change the dates on which payments are due, and they agree as follows:


AGREEMENT


1. The Note is hereby modified so that as of June 15, 1995, Borrower's interest payments from March 31, 1995 to March 31, 1996, will be due on a semi-annual basis, and shall be paid by Borrower on September 30, 1995 and March 31, 1996. Interest payments after the March 31, 1996 interest payment will be due on a quarterly basis beginning June 30, 1996. The final maturity date shall remain March 31, 1997.


2. Paragraph 3 of the Note is hereby modified so that the second principal payment shall be paid on March 31, 1996.


3. Except as expressly modified herein, all terms and provisions of the Note and of all other documents securing, evidencing the obligations under or related to the Note, are hereby ratified and confirmed, and shall remain in full force and effect. Borrower represents and warrants that no default has occurred as of the date hereof, and that Borrower has no defense, offset compensation, counterclaim or reconventional demand with respect to the Note and any related documents.


EXECUTED this 15th day of June, 1995.


BANK: HIBERNIA NATIONAL BANK BORROWER: South China Brewing Company, Ltd.


By Cheryl Denenea By P. Bordeaux --------------------------- -----------------------------------------


Name Cheryl Denenea Name P. Bordeaux
------------------------- ---------------------------------------


Title Vice President Title Chairman
------------------------ --------------------------------------


PROMISSORY NOTE


$565,000.00 New Orleans, Louisiana


Date: March 31, 1995


FOR VALUE RECEIVED, the undersigned South China Brewing Company, Ltd., a corporation organized and existing under the laws of Hong Kong (the "Borrower") promises to pay to the order of Hibernia National Bank (TIN: 72-0210640) at its offices at 313 Carondelet Street, New Orleans, LA 70130 Attn: Loan Administration (the "Lender"), or such other place as the holder hereof may from time to time designate in writing, in lawful money of the United States of America, the principal sum of FIVE HUNDRED SIXTY FIVE THOUSAND AND NO/100 ($565,000.00) DOLLARS, together with interest payable in accordance with the terms hereof.


This Note shall bear interest from date of execution until paid, at a rate equal to the Prime Rate charged by the Citibank, N.A., plus one half (.50%) percent per annum. The term "Prime Rate" shall mean a fluctuating rate of interest equal at all time to the rate of interest announced from time to time by Citibank, N.A. as its base or "prime" rate. The Prime Rate is not necessarily the lowest rate charged by Lender on its loans. If the Prime Rate becomes unavailable during the term of this Note, the Lender may designate a substitute Prime Rate after notice to the Borrower. The Prime Rate on this Note is subject to change from time to time based upon changes in the Prime Rate which will not occur more often than each day. The current Prime Rate is 9.0% per annum, resulting in an initial interest rate of 9.5% per annum. Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Interest on this Note is computed on a 365/360 simple interest basis; that is, by applying the ratio of the annual interest over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.


Interest on this Note shall be payable in arrears on the last day of each calendar quarter, commencing on June 30, 1995, and shall continue until such time as all amounts due hereunder are fully paid. Principal on this Note shall be paid in 3 semi-annual installments on the dates and the amounts set forth below:


DATE AMOUNT
---- -------
1. September 30, 1995 $56,500.00
2. March 31, 1995 $56,500.00
3. September 30, 1996 $56,500.00


The entire remaining unpaid balance and all accrued and unpaid charges due hereunder shall be due and payable on March 31, 1997.


This Note may be prepaid in part or in full at any time.


All payments shall be applied first to interest due and accrued and then to principal.


The maker of this Note, and any endorser(s), guarantor(s), and surety or sureties to this Note, hereby waive presentment for payment, demand, notice of nonpayment, protest, notice of protest, dishonor, notice of dishonor and all please of division and discussion, and agree that the payment hereof may be extended from time to time, one or more times, without notice of extensi ...