AGREEMENT

                                    AGREEMENT

                  THIS AGREEMENT is made as of October 24, 1997,  between United
Breweries of America, Inc. ("UBA") and Releta Brewing Company LLC ("Releta").

                  WHEREAS, Releta has entered into a lease (the  "Lease")  dated
October __, 1997 with Xxxxxxx'x Ice Cream Company, Inc. (the `Landlord") for the
brewing facility located in Saratoga Springs, New York;

                  WHEREAS, as consideration  for the Landlord  entering into the
Lease, Releta has agreed to assume the right and obligation to release the liens
listed on Exhibit B to the Lease from the  property  that is the  subject of the
Lease;

                  WHEREAS,  UBA has entered into an  Investment  Agreement  (the
"Investment  Agreement")  with Mendocino  Brewing Company,  Inc.  ("Mendocino"),
dated as of October 24, 1997;

                  WHEREAS,  as a further  inducement to Mendocino  entering into
the Investment Agreement, UBA desires to enter into this Agreement; and

                  WHEREAS,  the  execution  and delivery of this  Agreement is a
condition  precedent  to the  closing of the  transactions  contemplated  by the
Investment Agreement.

                  NOW,  THEREFORE,  in  consideration  of the  foregoing and the
promises and covenants hereinafter contained, the parties hereto hereby agree as
follows:

                  1. UBA agrees to assume from  Releta the right and  obligation
to release the liens listed on Exhibit B to the Lease from the property  that is
the subject of the Lease as set forth in Section 2.4 of the Lease.

                  2. Each of the  parties to this  Agreement  agrees that at any
time and from time to time, upon the request of any other party, it will execute
and  deliver  such  further  acts and  things as any such  party may  reasonably
request in order to effectuate the purposes of this Agreement.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the date and year first written above.

                                 UNITED BREWERIES OF AMERICA, INC.

                                 By:  /s/ Xxxxx Xxxxxx
                                      ---------------------------------------
                                 Name:  Xxxxx Xxxxxx
                                 Title:  Chairman and Chief Executive Officer

                                 RELETA BREWING COMPANY LLC

                                 By:  /s/ Xxxxx Xxxxxx
                                      ---------------------------------------
                                 Name:  Xxxxx Xxxxxx
                                 Title:  Chairman and Chief Executive Officer