Amendment (the "amendment") To (i) The Investment Agreement

AMENDMENT


This Amendment (the "Amendment") to (i) the Investment Agreement (the "Investment Agreement") dated January 30, 1997, by and among Nor'Wester Brewing Company, Inc. ("Nor'Wester"), North Country Joint Venture, LLC ("North Country"), Willamette Valley, Inc. Microbreweries Across America ("WVI") and each of the entities identified in Schedule 1.0 thereto (collectively, the "WVI Subsidiaries"), James W. Bernau ("Bernau") and United Breweries of America, Inc. ("UBA"); (ii) the Credit Agreement (the "Credit Agreement") dated January 30, 1997, by and between Nor'Wester and UBA; and (iii) various exhibits and schedules to the Investment Agreement and the Credit Agreement all as more fully described below, is entered into as of May 14, 1997.


RECITALS


WHEREAS, certain of the parties entered into the Investment Agreement, the Credit Agreement and certain related documents, instruments and agreements on January 30, 1997; and


WHEREAS, the parties desire to amend the Investment Agreement, the Credit Agreement and certain related documents, instruments and agreements.


NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants herein contained, the parties hereto agree as follows:


AGREEMENT


1. The definition of "Bridge Loan Shares" on page 2 of the Investment Agreement shall be deleted.


2. On page 2 of the Investment Agreement, the following paragraph shall be added after the definition of "Business Day" and before the definition of "Capital Expenditures":


""Cancellation Shares" shall have the meaning set forth in Section
2.1."


3. The definition of "Diluted Basis" on page 3 of the Investment Agreement shall be amended by adding the words "or to Vijay Mallya pursuant to the Services Agreement" after the words "Employment Agreement" in the eighth line of such definition.


4. Section 2.1 of the Investment Agreement shall be amended to read in its entirety as follows:


"2.1 PURCHASE AND TRANSFER OF EQUITY SECURITIES. Subject to the
terms and conditions set forth in this Agreement, (i) the Purchaser agrees
to subscribe for and


purchase from UCB, and UCB agrees to issue and sell to the Purchaser,
1,047,619 shares of Common Stock (the "Purchase Shares"), for $5,500,000
and (ii) Bernau agrees to transfer to Purchaser 83,109 shares of Common
Stock (the "Transfer Shares"), and Bernau agrees to transfer to UCB 174,912
shares of Common Stock (the "Cancellation Shares"), in consideration for
(a) forestalling any potential lawsuits from current shareholders of the
Constituent Corporations and thus supporting the financial viability of UCB
on an ongoing basis, (b) inducing the investment by the Purchaser
contemplated by this Agreement, thus protecting Bernau's investment in the
Constituent Corporations, and (c) protecting Bernau's goodwill and general
business reputation, all as more fully described in Section 2.2 hereof.
After giving effect to the Consolidation and the other transactions
contemplated by this Agreement, the Purchase Shares and the Transfer Shares
shall collectively total 40.00% of the outstanding Common Stock of UCB on a
Diluted Basis."


5. The second paragraph of Section 2.2 of the Investment Agreement shall be amended in its entirety to read as follows:


"On the Closing Date, (i) Bernau shall deliver to the Purchaser
certificates representing the Transfer Shares to be transferred to the
Purchaser registered in the Purchaser's name (subject to the requirements
of Section 10.4) and in such denominations as the Purchaser requests, (ii)
Bernau shall deliver to UCB certificates representing the Cancellation
Shares to be transferred to UCB registered in UCB's name and UCB shall take
all necessary corporate action to have such Cancellation Shares cancelled,
and (iii) UCB shall deliver to the Purchaser certificates representing the
Purchase Shares, registered in the Purchaser's name (subject to the
requirements of Section 10.4) and in such denominations as the Purchaser
requests against delivery by the Purchaser of the purchase price therefor
consisting of (a) a certified or bank check in the name of UCB in the
amount of $2,750,000 plus an amount equal to the difference between the
full amount of the $2,750,000 Bridge Loans and the actual amount loaned by
UBA under the Bridge Loans and (b) if all of the outstanding principal
amount due under the Bridge Loans has been repaid, a certified or bank
check in the name of UCB in the amount of $2,750,000, otherwise, by
contributing to UCB the aggregate principal amount due under the Bridge
Loans as of the Closing Date."


6. Section 2.4 of the Investment Agreement shall be amended by adding the words "and Black & Company" after the words "hereof, (a) Bernau" on the first line of that section and by adding the words ", Black & Company" after the words "between Bernau" on the third line of that section.


7. Section 3.2 of the Investment Agreement shall be amended by (i) replacing the words "Nor'Wester and Bernau shall take all necessary corporate action to cause, and shall cause, UCB to" in the first and second lines of text with the words "UCB shall"; (ii) by deleting the words "and the Bridge Loan Shares" in the eighth and ninth lines of text; (iii) by replacing the number "45.00000%" with the number "40.00%"; and (iii) by replacing the nu ...