Promissory Note

Limited Recourse
Promissory Note


FOR VALUE RECEIVED, SOUTH CHINA BREWING COMPANY LIMITED, a Hong Kong corporation (the "Maker") promises to pay to BPW Limited, LLC. (the "Payee") the principal sum of SIXTY FIVE THOUSAND DOLLARS ($65,000.00), plus such Additional Payments (as defined below), as follows:


(a) The amount of $65,000.00 shall be paid by Maker to Payee within
the lesser of March 31, 1997 or within ten (10) days of Maker
securing permanent financing, and


(b) Interest in the amount of five and one half percent (5.5%)
on the principal amount.


(c) This Promissory Note (Note) is made and issued on and subject
to the further terms and conditions specified below.


1. Definitions.


"Payment Date" shall mean the lesser of 31 March, 1997 or ten (10) days from the date of Maker securing permanent financing.


"Security Agreement" shall mean the Security Agreement (SA), dated March 1, 1996, of the Maker relating to this Note and the Asset Purchase Agreement.


2. This Note is issued and delivered by the Maker pursuant to the terms of the Security Agreement. Maker shall register this Note and the Security Agreement in the proper registry established for such documents, in Hong Kong, within five (5) days of the date of 15 March 1996.


3. All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America by bank or certified check to the Payee at its office located at 1165 Northern Blvd., Manhasset, New York 11030, or at such other place as shall be designated in writing by the Payee.


4. (a) This Note shall be non-recourse to the Maker and the Payee, for itself and its representatives, successors, endorsees and assigns, agrees, by acceptance hereof, that the Maker shall not be personally liable on this Note and that it shall not seek to enforce any liability or obligation of the Maker to perform the obligations contained in this Note by any action or proceeding wherein a money judgment shall be sought against the Maker, and that any judgment or decree shall be


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enforceable against the Maker only to the extent of, and the Payee shall look for payment hereof solely to, the security of the Maker's interest in its assets and the equipment;


(b) Under no circumstances shall any director, officer or employee of the Maker be personally liable for any obligation of the Maker arising pursuant to the provisions of this Note.


5. This Note is secured, and payment hereof is assured by the Security Agreement.


6. Except as provided in the next succeeding sentence, this Note is not assignable by either the Maker or the Payee without the written consent of the other. The Payee may assign its rights hereunder to a wholly-owned subsidiary of Payee or, with the prior consent of Maker, which consent shall not be unreasonably withheld, to the shareholders of the Payee.


7. This Note and the rights and obligations of the Maker and the Payee shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles.


8. Any dispute arising under this Note shall be settled by final binding arbitration before a single arbitrator in the manner provided in the Security Agreement with respect to the arbitration of disputes arising under the Security Agreement.


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IN WITNESS WHEREOF, the Maker has executed this Note as of the date first above written.


SOUTH CHINA BREWING COMPANY LIMITED


By: PETER W.H. BORDEAUX
______________________________________
Name:
Title:


Dated March 5, 1996


On the 5th day of March 1996, before me came Peter W. H. Bordeaux to me known, who being by me duly sworn, did depose and say that he resides at New Orleans, Louisiana USA that he is the Chairman of South China Brewing Company Limited, the corporation described in, and which executed the foregoing instrument; that he knows the seal of the said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.


STEPHEN E. CAMISA
Notary Public


Stephen E. Camisa Accepted and Agreed Notary Public - State of Louisiana
My commission is for life BPW Limited, LLC. Payee


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