1 FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This fifth amendment to amended and restated credit agreement ("Amendment"), dated as of June 19, 2001, is made and entered into by and between REDHOOK ALE BREWERY, INCORPORATED, a Washington...

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FIFTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT

This fifth amendment to amended and restated credit agreement
("Amendment"), dated as of June 19, 2001, is made and entered into by and
between REDHOOK ALE BREWERY, INCORPORATED, a Washington corporation
("Borrower"), and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, successor by merger to U. S. Bank of Washington, National
Association ("U.S. Bank"). Words and phrases with initial capital letters have
the meanings given to them in Article I of this Amendment.

R E C I T A L S :

A. On or about June 5, 1995, U.S. Bank and Borrower entered
into that certain amended and restated credit agreement (together with all
amendments, supplements, exhibits, and modifications thereto, the "Credit
Agreement"), whereby U.S. Bank agreed to make loans and advances of credit to
Borrower on the terms and conditions set forth therein.

B. Borrower and U.S. Bank have entered into four amendments
to the Credit Agreement, dated as of July 25, 1996, September 15, 1997, February
22, 1999, and August 10, 2000, respectively, whereby U.S. Bank extended the
Commitment Period of the Revolving Loan and otherwise modified the terms of the
Term Loan, Revolving Loan, and Acquisition Loan.

C. Borrower and U.S. Bank have agreed to extend the
deadline by which the entire principal and any accrued interest on the Term Loan
shall be paid in full. The purpose of this Amendment is to set forth the terms
and conditions of U.S. Bank's and Borrower's agreements.

NOW, THEREFORE, in consideration of the mutual covenants and
conditions set forth herein, the parties agree as follows:

ARTICLE I. DEFINITIONS AND AMENDMENT

1.1 Defined Terms. As used in this Amendment, words and
phrases with initial capital letters shall have the meanings given to them in
the Credit Agreement, except as otherwise defined herein, or as the context
otherwise requires.

1.2 Modified and Additional Defined Terms. Section 1.1 of
the Credit Agreement is modified to amend in their entirety (if presently
defined in Section 1.1 of the Credit Agreement) or add (if not presently defined
in Section 1.1 of the Credit Agreement) the following defined terms:

"Cash Flow" means, for any period, Net Income (before taxes) for
such period, (1) plus depreciation, amortization, and other noncash
charges for such period, plus Interest Expense for such period (2) less
unfunded Capital Expenditures, less dividends and distributions paid to
Borrower's shareholders during such period, less cash taxes and (3)
divided by the sum of Interest Expense

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plus mandatory debt retirement payable during such period.

"Fifth Amendment" means that certain fifth amendment to amended
and restated credit agreement, dated as of 19, 2001, by and between
Borrower and U.S. Bank, and includes all amendments, supplements,
exhibits, and modifications to the Fourth Amendment.

1.3 Incorporation of Recitals and Exhibits. The foregoing
recitals are incorporated into this Amendment by reference. All references to
"Exhibits" contained herein are references to exhibits attached to this
Amendment, the terms and conditions of which are made a part of this Amendment
for all purposes.

1.4 Amendment. The Credit Agreement and the other Loan
Documents are hereby amended as set forth herein. Except as specifically
provided herein, all of the terms and conditions of the Credit Agreement and
each of the other Loan Documents and all amendments thereto shall remain in full
force and effect throughout the terms of the Loans and any extensions or
renewals thereof.

ARTICLE II. TERM LOAN

2.1 Term Loan. Article III of the Credit Agreement is hereby
amended in its entirety to read as follows:

3.1 Term Loan. Prior to the date of the Fifth Amendment and
on the terms and conditions of this Agreement, U.S. Bank made a term
loan to Borrower in the initial principal amount of $10,000,000 and with
an outstanding principal balance, as of the date of the Fifth Amendment,
of $7,200,000, the repayment of which, as well as other terms and
conditions, are subject to this Agreement, as amended ("Term Loan").

3.2 Term Note. The Term Loan is evidenced by and repayable
with interest in accordance with the terms of a promissory note in the
form attached to the Fifth Amendment as Exhibit A (the "Term Note").

3.3 Interest Rates. Subject to Section 4.9 herein, Borrower
shall pay interest on the principal amount of the Term Loan remaining
unpaid from time to time at a per annum rate of interest equal to the
applicable LIBOR Borrowing Rate for any LIBOR Rate Borrowing, pursuant
to the other terms and conditions of this Agreement and subject to
adjustment as set forth in Section 4.1 of this Agreement.

3.4 Repayment.

(a) Borrower shall pay in arrears to U.S. Bank an
amount equal to all accrued interest on the Term Loan; such monthly
payments of interest commenced on July 1, 1996, and shall continue on
the first day of each month thereafter.

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(b) In addition to the interest payments required in
Section 3.4(a), Borrower shall make monthly payments of principal to
Lender in 60 equal, consecutive installments of $37,500, such monthly
installments commenced on July 1, 1997, and shall continue on the first
day of each month thereafter until June 5, 2007, at which time the
entire principal and any accrued and unpaid interest on the Term Loan
shall be paid in full.

2.2 Term Loan Fee. Concurrently with the execution and
delivery of this Fifth Amendment to U.S. Bank, Borrower shall pay a
nonrefundable fee in the amount of $18,000 for the Term Loan Amendment.

ARTICLE III. GENERAL PROVISIONS APPLICABLE TO THE LOANS

3.1 Interest Rates. Section 4.1(a) and Section 4.1(b) of the
Credit Agreement are hereby amended in their entirety to read as follows:

4.1 Interest Rates.

(a) Subject to the terms of this Section 4.1 and
Section 4.9, and during the period commencing with the date of the Fifth
Amendment and ending on June 4, 2002, the LIBOR Borrowing Rate
applicable to the Term Loan for any LIBOR Rate Borrowing shall be the
LIBOR Rate plus 1.25 percent (125 basis points). Subject to the terms of
this Section 4.1 and Section 4.9, for the period commencing on June 5,
2002, and continuing thereafter, the LIBOR Borrowing Rate applicable to
the Term Loan for any LIBOR Rate Borrowing shall be the LIBOR Rate plus
1.75 percent (175 basis points).

(b) Subject to the terms of this Section 4.1 and
Section 4.9, for the period commencing on June 6, 1999, and continuing
thereafter, the interest rates for the Revolving Loan and the
Acquisition Loans shall be adjusted based on the Funded Debt Ratio, as
established for any preceding fiscal quarter of Borrower by the
financial statements delivered to U.S. Bank pursuant to Section 6.1(a)
of this Agreement, whether as initially submitted or as revised, as set
forth in the following matrix:

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----------------------------------------------------------------------------------
JUNE 6, 1999, AND THEREAFTER
----------------------------------------------------------------------------------
REVOLVING LOANS ACQUISITION LOANS
-------------------------- -----------------------------------
PRIME
BORROWING LIBOR PRIME LIBOR BORROWING
FUNDED DEBT RATIO RATE BORROWING RATE BORROWING RATE RATE
------------------- ---------- --------------- ----------------- -----------------
Less than or Prime LIBOR Rate Prime Rate LIBOR Rate
equal to Rate plus 1 percent plus 0.25 plus 1.25
2.25:1.0 (100 basis percent percent
points) (25 basis (125 basis
points) points)
------------------- ---------- --------------- ----------------- -----------------
Less than or Prime LIBOR Rate Prime Rate LIBOR Rate
equal to Rate plus 1.25 plus 0.25 plus 1.5 percent
3.0:1.0 and percent percent (150 basis
greater (125 basis (25 basis points points)
than 2.25:1.0 points)
------------------- ---------- --------------- ----------------- -----------------
Less than or Prime LIBOR Rate Prime Rate LIBOR Rate
equal to Rate plus 1.5 plus 0.25 plus 1.75
3.75:1.0 and percent percent percent
greater (150 basis (25 basis points (175 basis
than 3.0 :1.0 points) points)
------------------- ---------- --------------- ----------------- -----------------
Greater than Prime LIBOR Rate Prime Rate LIBOR Rate
3.75:1.0 Rate plus 2.0 plus 0.25 plus 2.25
percent percent percent
(200 basis (25 basis points (225 basis
points) points)
------------------- ---------- --------------- ----------------- -----------------

3.2 Manner of Borrowing. Section 4.2(a) of the Credit
Agreement is hereby amended in its entirety to read as follows:

4.2 Manner of Borrowing.

(a) Whenever Borrower desires to use the LIBOR
Borrowing Rate, Borrower shall give U.S. Bank irrevocable notice (either
in writing or orally and promptly confirmed in writing) between 8:00
a.m. and 1:00 p.m. (Seattle, Washington time) two Business Days prior to
the desired effective date of the LIBOR Borrowing Rate ("Borrowing
Notice"). Any oral Borrowing Notice shall be given by, and any written
Borrowing Notice or confirmation of an oral Borrowing Notice shall be
signed by ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, or ▇▇▇▇ ▇▇▇▇▇▇▇, each of whom
is authorized to request Loans, until written notice by Borrower of the
revocation of such authority is received by U.S. Bank. Each Borrowing
Notice shall specify the requested effective date of the LIBOR Borrowing
Rate, the Interest Period, the amount of the LIBOR Rate Borrowing, and
whether Borrower is requesting a new advance at the LIBOR Borrowing
Rate, conversion of all or any portion of the Prime Rate Borrowing to a
LIBOR Rate Borrowing, or a new Interest Period for an outstanding LIBOR
Rate Borrowing. Notwithstanding any other term of this Agreement,
Borrower may elect the LIBOR Borrowing Rate to apply to Loans or
portions thereof only in the minimum principal amount of $500,000. In
the event Borrower has not given U.S. Bank a Borrowing Notice two
Business Days in advance of the expiration of any Interest Period of
Borrower's intent to convert a LIBOR Rate Borrowing to a new LIBOR Rate
Borrowing at the expiration of such Interest Period, then such LIBOR
Rate Borrowing will, at U.S. Bank's option, at the expiration of such
Interest Period, be deemed to be a Prime Rate Borrowing. Until such
reversion to a Prime Borrowing Rate, interest will accrue on such LIBOR
Rate Borrowing at

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the same LIBOR Borrowing Rate as the expired LIBOR Rate Borrowings.

ARTICLE IV. MISCELLANEOUS

4.1 Section 10.13 of Article X of the Credit Agreement
entitled "Arbitration" is hereby deleted in its entirety and replaced as
follows:

10.13 JURY WAIVER. U.S. BANK AND BORROWER HEREBY WAIVE THE
RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
BROUGHT BY EITHER U.S. BANK OR BORROWER AGAINST THE OTHER.

BORROWER'S INITIALS /S/ DM U.S. BANK'S INITIALS /S/ KP

ARTICLE V. CONDITIONS PRECEDENT

U.S. Bank shall have no obligation to modify the terms of the
Loans as provided in this Amendment unless the following conditions have been
fulfilled to the satisfaction of U.S. Bank:

(a) U.S. Bank shall have received this Amendment and the
Term Note, duly executed and delivered by Borrower.

(b) U.S. Bank shall have received the Term Loan fee as set
forth in Section 2.2 herein

(c) U.S. Bank shall have received the Renewal Revolving
Note, the Acquisition Note, the Unconditional Guaranty, and the Security
Agreement, in the forms attached hereto as Exhibit B, Exhibit C, Exhibit D, and
Exhibit E, duly executed and delivered by Borrower and Guarantor.

(d) All corporate proceedings of Borrower and its
Subsidiaries shall be satisfactory in form and substance to U.S. Bank, and U.S.
Bank shall have received all information and copies of all documents, including
records of all corporate proceedings, that U.S. Bank has requested in connection
therewith, such documents where appropriate to be certified by proper corporate
authorities or Governmental Bodies.

(e) There shall not then exist any Default or Event of
Default hereunder as of the date hereof.

(f) All representations and warranties of Borrower contained
herein or made in writing in connection herewith shall be true and correct as of
the date hereof.

ARTICLE VI. GENERAL PROVISIONS

6.1 Representations and Warranties. Borrower hereby
represents and warrants to U.S. Bank that, to the best knowledge and belief of
Borrower, as of the date of this Amendment, there exists no Default or Event of
Default. All representations and warranties of

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Borrower contained in the Credit Agreement and the other Loan Documents, or
otherwise made in writing in connection therewith, are true and correct as of
the date of this Amendment. Borrower acknowledges and agrees that all of
Borrower's Indebtedness to U.S. Bank is payable without offset, defense, or
counterclaim.

6.2 Guaranties. The parties hereby acknowledge and agree
that all guaranties now existing or hereafter obtained by U.S. Bank shall remain
in full force and effect, are valid and enforceable in accordance with their
terms, and are not subject to offset, defense, or counterclaim.

6.3 Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall constitute an original agreement, but all
of which together shall constitute one and the same agreement.

6.4 Statutory Notice. ORAL AGREEMENTS OR ORAL COMMITMENTS TO
LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE
NOT ENFORCEABLE UNDER WASHINGTON LAW.

IN WITNESS WHEREOF, U.S. Bank and Borrower have caused this
Amendment to be duly executed by their respective duly authorized officers or
agents as of the date first above written.

REDHOOK ALE BREWERY, INCORPORATED

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Executive Vice
President

U.S. BANK NATIONAL ASSOCIATION

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President

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By execution of this Amendment, the undersigned Guarantor
approves of the changes to the Credit Agreement set forth herein, agrees to be
bound by Section 4.2 herein, reaffirms its Guaranty, and acknowledges and agrees
that its obligations under its Guaranty are not subject to any defense, offset,
or counterclaim.

REDHOOK OF NEW HAMPSHIRE, INC.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Executive Vice
President

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TERM NOTE

$10,000,000 June 5, 2001

For value received, the undersigned, REDHOOK ALE BREWERY, INC.,
a Washington corporation ("Borrower"), promises to pay to the order of U.S. BANK
OF WASHINGTON, NATIONAL ASSOCIATION ("U.S. Bank"), at its principal place of
business, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or such other place
or places as the holder hereof may designate in writing, the principal sum of
Ten Million Dollars ($10,000,000) or so much thereof as advanced by U.S. Bank in
lawful, immediately available money of the United States of America, in
accordance with the terms and conditions of that certain amended and restated
credit agreement of even date herewith by and between Borrower and U.S. Bank
(together with all supplements, exhibits, amendments and modifications thereto,
the "Credit Agreement"). Borrower also promises to pay interest on the unpaid
principal balance hereof, commencing as of the first date of an advance
hereunder, in like money in accordance with the terms and conditions, and at the
rate or rates provided for in the Credit Agreement. All principal, interest, and
other charges are due and payable in full on June 5, 2007.

Borrower and all endorsers, sureties, and guarantors hereof
jointly and severally waive presentment for payment, demand, notice of
nonpayment, notice of protest, and protest of this Note, and all other notices
in connection with the delivery, acceptance, performance, default, dishonor, or
enforcement of the payment of this Note except such notices as are specifically
required by this Note or by the Credit Agreement, and they agree that the
liability of each of them shall be unconditional without regard to the liability
of any other party and shall not be in any manner affected by any indulgence,
extension of time, renewal, waiver, or modification granted or consented to by
U.S. Bank. Borrower and all endorsers, sureties, and guarantors hereof (1)
consent to any and all extensions of time, renewals, waivers, or modifications
that may be granted by U.S. Bank with respect to the payment or other provisions
of this Note and the Credit Agreement; (2) consent to the release of any
property now or hereafter securing this Note with or without substitution; and
(3) agree that additional makers, endorsers, guarantors, or sureties may become
parties hereto without notice to them and without affecting their liability
hereunder.

This Note is made in substitution for, but not in payment of,
that certain revolving term note dated as of June 5, 1995, is the Term Note
referred to in the Credit Agreement, and, as such, is entitled to all of the
benefits and obligations specified in the Credit Agreement, including but not
limited to any Collateral and any conditions to making advances hereunder. This
Note is secured by a deed of trust covering real and personal property located
in King County, Washington, dated August 9, 1993, and recorded with the Division
of Records and Elections of King County, Washington on August 10, 1993, under
recording number 9308101757, to which reference is hereby made for a description
of the nature and extent of the security provided thereby and the rights and
limitations of rights of U.S. Bank and of Borrower in respect of such security.

Borrower grants to U.S. Bank a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to U.S. Bank all
Borrower's right, title and

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interest in and to, Borrower's accounts with U.S. Bank (whether checking,
savings, or some other account), including without limitation all accounts held
jointly with someone else and all accounts Borrower may open in the future,
excluding however all ▇▇▇ and ▇▇▇▇▇ accounts, and all trust accounts for which
the grant of a security interest would be prohibited by law. Borrower authorizes
U.S. Bank, to the extent permitted by applicable law, to charge or setoff all
sums owing on this Note against any and all such accounts.

Terms defined in the Credit Agreement are used herein with the
same meanings. Reference is made to the Credit Agreement for provisions for the
repayment of this Note and the acceleration of the maturity hereof. If there is
a lawsuit, Borrower agrees upon U.S. Bank's request to submit to the
jurisdiction of the courts of King County, the state of Washington. U.S. BANK
AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING,
OR COUNTERCLAIM BROUGHT BY EITHER U.S. BANK OR BORROWER AGAINST THE OTHER.

BORROWER'S INITIALS /S/ DM U.S. BANK'S INITIALS /S/ KP

REDHOOK ALE BREWERY, INC.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Executive Vice President

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RENEWAL REVOLVING NOTE

$10,000,000 June 5, 2001

For value received, the undersigned, REDHOOK ALE BREWERY,
INCORPORATED, a Washington corporation ("Borrower"), promises to pay to the
order of U.S. BANK NATIONAL ASSOCIATION, successor by merger to U. S. Bank of
Washington, National Association ("U.S. Bank"), at its principal place of
business, at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or such other
place or places as the holder hereof may designate in writing, the principal sum
of Ten Million Dollars ($10,000,000) or so much thereof as advanced by U.S. Bank
in lawful immediately available money of the United States of America, in
accordance with the terms and conditions of that certain amended and restated
credit agreement dated as of June 5, 1995, by and between Borrower and U.S. Bank
(together with all supplements, exhibits, modifications, and amendments thereto,
including the fifth amendment to amended and restated credit agreement ("Fifth
Amendment") of dated as of June 19, 2001, the "Credit Agreement"). Borrower also
promises to pay interest on the unpaid principal balance hereof, commencing as
of the date hereof, in like money in accordance with the terms and conditions
and at the rate or rates provided for in the Credit Agreement. All principal,
interest, and other charges are due and payable in full on July 1, 2002.

This Note is made in substitution for, but not in payment of,
that certain renewal revolving note dated as of August 10, 2000, is the Renewal
Revolving Note referred to in the Fourth Amendment, and is a "Revolving Note"
for purposes of the Credit Agreement and as such is entitled to all of the
benefits and obligations specified in the Credit Agreement, including but not
limited to any Collateral and any conditions to making advances hereunder. This
Note is secured by the lien of the Deed of Trust encumbering real and personal
property in King County, Washington, dated August 9, 1993, and recorded with the
Division of Records and Elections of King County, Washington, on August 10,
1993, under recording No. 9308101757, to which reference is hereby made for a
description of the nature and extent of the security provided thereby and the
rights and limitations of rights of U.S. Bank and of Borrower in respect of such
security.

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Borrower grants to U.S. Bank a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to U.S. Bank all
Borrower's right, title and interest in and to, Borrower's accounts with U.S.
Bank (whether checking, savings, or some other account), including without
limitation all accounts held jointly with someone else and all accounts Borrower
may open in the future, excluding however all ▇▇▇ and ▇▇▇▇▇ accounts, and all
trust accounts for which the grant of a security interest would be prohibited by
law. Borrower authorizes U.S. Bank, to the extent permitted by applicable law,
to charge or setoff all sums owing on this Note against any and all such
accounts.

BORROWER'S INITIALS /S/ DM U.S. BANK'S INITIALS /S/ KP

REDHOOK ALE BREWERY, INCORPORATED

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Executive Vice President

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ACQUISITION NOTE

$
--------------- -------------, ----

For value received, the undersigned, REDHOOK ALE BREWERY,
INCORPORATED, a Washington corporation ("Borrower"), promises to pay to the
order of U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or such other place or places as the holder hereof
may designate in writing, the principal sum of _______________ Dollars
($___________) in lawful immediately available money of the United States of
America, in accordance with the terms and conditions of that certain amended and
restated credit agreement dated as of June 5, 1995, by and between Borrower and
U.S. Bank (together with all supplements, exhibits, modifications, and
amendments thereto, including the fifth amendment to amended and restated credit
agreement ("Fifth Amendment"), dated as of June ___, 2001, the "Credit
Agreement"). Borrower also promises to pay interest on the unpaid principal
balance hereof, commencing as of the date hereof, in like money in accordance
with the terms and conditions and at the rate or rates provided for in the Fifth
Amendment and the Credit Agreement. All principal, interest, and other charges
are due and payable in full on _____________, ____.

This Note is one of the Acquisition Notes referred to in the
Credit Agreement, is a "Note" for all purposes of the Credit Agreement and as
such is entitled to all of the benefits and obligations specified in the Credit
Agreement, including but not limited to any Collateral and any conditions to
making advances hereunder. This Note is secured by the lien of the Deed of Trust
encumbering real and personal property in King County, Washington, dated August
9, 1993, and recorded with the Division of Records and Elections of King County,
Washington, on August 10, 1993, under recording No. 9308101757, to which
reference is hereby made for a description of the nature and extent of the
security provided thereby and the rights and limitations of rights of U.S. Bank
and of Borrower in respect of such security.

Borrower grants to U.S. Bank a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to U.S. Bank all
Borrower's right, title and

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interest in and to, Borrower's accounts with U.S. Bank (whether checking,
savings, or some other account), including without limitation all accounts held
jointly with someone else and all accounts Borrower may open in the future,
excluding however all ▇▇▇ and ▇▇▇▇▇ accounts, and all trust accounts for which
the grant of a security interest would be prohibited by law. Borrower authorizes
U.S. Bank, to the extent permitted by applicable law, to charge or setoff all
sums owing on this Note against any and all such accounts.

BORROWER'S INITIALS _____ U.S. BANK'S INITIALS _____

REDHOOK ALE BREWERY, INCORPORATED

By:
---------------------------------
Title:
------------------------------

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UNCONDITIONAL GUARANTY

This guaranty is made as of the 19 day of June, 2001, by REDHOOK
OF NEW HAMPSHIRE, INC., a New Hampshire corporation ("Guarantor"), to and for
the benefit of U.S. BANK OF WASHINGTON, NATIONAL ASSOCIATION, and its
successors, participants, and assigns ("U.S. Bank").

R E C I T A L S:

A. Contemporaneously with the execution hereof, Redhook Ale
Brewery, Incorporated, a Washington corporation ("Borrower"), has entered into a
certain credit agreement with U.S. Bank (together with all supplements,
exhibits, and amendments thereto, the "Credit Agreement"), pursuant to which
Borrower has received, or will receive, advances of credit from U.S. Bank (the
"Loans"). Guarantor acknowledges that Guarantor has had an opportunity to review
the Credit Agreement and all documents and instruments in connection therewith
(collectively, "Loan Documents") and is fully familiar with the terms of the
Loans. Terms defined in the Credit Agreement are used herein with the same
meanings, unless otherwise defined.

B. Guarantor is financially interested in Borrower and will
receive certain benefits as a result of Guarantor's execution of this Guaranty.
Guarantor acknowledges that this Guaranty is a condition to U.S. Bank's making
the Loans. Guarantor agrees that this Guaranty is made for the benefit of
Guarantor.

NOW, THEREFORE, in order to induce U.S. Bank to extend credit to
Borrower pursuant to the Credit Agreement, Guarantor agrees as follows:

ARTICLE I. UNCONDITIONAL GUARANTY

Guarantor jointly, severally, unconditionally, absolutely, and
irrevocably guarantees all past, present, and future Indebtedness of Borrower to
U.S. Bank, including but not limited to the due and punctual payment of the
principal and interest of the Notes and all money due or that may become due
under the Credit Agreement or under the other Loan Document, whether (a)
according to the present terms of any of those documents or at any earlier or
accelerated date or dates as provided therein, (b) pursuant to any extension of
time, or (c) pursuant to any amendment, modification, or replacement of those
documents hereafter made or granted (collectively, "Obligations"). Guarantor
acknowledges and agrees that Guarantor's liability hereunder is cumulative with
the liability of Guarantor under all other unterminated guaranties of Guarantor.

ARTICLE II. WAIVERS BY GUARANTOR
AND RIGHTS OF U.S. BANK

Guarantor intends that it shall remain unconditionally liable
for payment of all the Obligations regardless of any act or omission which might
otherwise operate as a legal or equitable defense to discharge Borrower,
Guarantor, or any other guarantor in whole or part other than payment in full of
the Obligations. Therefore, Guarantor hereby waives any defense

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Guarantor may have to the enforceability of its obligations hereunder by virtue
of any of the following and U.S. Bank may do any of the following things as many
times as U.S. Bank wishes, without Guarantor's permission and without notifying
Guarantor, and this will not affect Guarantor's promise to pay U.S. Bank the
amount of the Obligations:

(a) U.S. Bank does not have to notify Guarantor of U.S.
Bank's acceptance of this Guaranty;

(b) U.S. Bank does not have to notify Guarantor when U.S.
Bank makes advances under the Credit Agreement, extends credit to Borrower, or
pays the obligations of Borrower;

(c) U.S. Bank does not have to notify Guarantor of (i)
Borrower's failure to pay Borrower's obligations when due or (ii) Borrower's
failure to perform any other obligation under the Loan Document;

(d) U.S. Bank may extend, renew, accelerate, or otherwise
change the time for payment of any of Borrower's obligations to U.S. Bank;

(e) U.S. Bank may make any other changes in the Loan
Document pursuant to the terms of the Loan Document;

(f) U.S. Bank may release Borrower, any other guarantor, or
anyone else against whom U.S. Bank may have the right to collect amounts that
may become due under the Loan Document;

(g) U.S. Bank may apply Collateral and direct the order or
manner of sale thereof as U.S. Bank in its discretion may determine;

(h) U.S. Bank may apply any money or Collateral received
from or on behalf of the Borrower to the repayment of any Indebtedness due to
U.S. Bank secured by such Collateral in any order U.S. Bank determines;

(i) U.S. Bank may release, surrender, substitute, take
additional, or exchange, any Collateral U.S. Bank now holds or may later acquire
as security for Borrower's Indebtedness to U.S. Bank or Guarantor's obligations
hereunder;

(j) U.S. Bank may forbear from pursuing Borrower or from
foreclosing or otherwise realizing upon any security interest, letter of credit,
or other guaranty;

(k) U.S. Bank may impair any Collateral Or Guarantor's
obligations hereunder by its acts or omissions, including but not limited to
failing to perfect a security interest in any Collateral;

(l) Guarantor hereby waives any defense arising out of the
absence, impairment, or loss of (i) any or all rights of recourse,
reimbursement, contribution, or subrogation or (ii) any other right or remedy of
Guarantor against Borrower or any other party or Collateral to collect amounts
that Guarantor is obligated to pay under this Guaranty;

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(m) Guarantor hereby waives any defense arising (i) by
reason of any invalidity, ineffectiveness, or unenforceability of all or any
portion of the Loan Document or (ii) on the basis of any other defense available
to Borrower (other than full payment in cash);

(n) Guarantor waives diligence, demand for performance,
notice of nonperformance, presentment, protest, notice of dishonor, and
indulgences and notices of every other kind;

(o) Guarantor agrees that U.S. Bank may in its sole
discretion proceed against all or any portion of the Collateral by way of either
judicial or nonjudicial foreclosure;

(p) Guarantor understands that a nonjudicial foreclosure of
any deed of trust securing the indebtedness of Borrower to U.S. Bank could
impair or eliminate any subrogation, reimbursement, or contribution rights
Guarantor may have against the grantor of the deed of trust; nevertheless,
Guarantor waives and relinquishes any defense based upon the loss of such rights
or any other defense that may otherwise arise out of RCW 61.24.100 or any other
applicable antideficiency statute of another state. Guarantor understands and
agrees that U.S. Bank may in its discretion nonjudicially foreclose one or more
deeds of trust granted to it by Borrower, then collect from Guarantor a sum
equal to the difference between the total amount of the Obligations and the
amount of the successful bid at each trustee sale.

ARTICLE III. U.S. BANK'S RIGHT NOT TO PROCEED
AGAINST BORROWER, OTHER GUARANTORS OR COLLATERAL

If an Event of Default occurs under the Credit Agreement, U.S.
Bank may enforce this guaranty against Guarantor (a) without attempting to
collect or without exhausting U.S. Bank's efforts to collect from Borrower, any
other guarantor, or anyone else who is liable for the Obligations or (b) without
attempting to enforce U.S. Bank's rights in any Collateral. Without limiting the
foregoing, U.S. Bank may ▇▇▇ on any Note or Notes or may take any other action
authorized under the Loan Document or by law. In each case, U.S. Bank shall have
the right to exercise its remedies in whatever order it elects and may join
Guarantor in any suit on the Loan Document or can proceed against Guarantor in a
separate proceeding. In case of suit, sale, or foreclosure, only the net
proceeds therefrom, after deducting all reasonable charges and expenses of any
kind and nature whatsoever, shall be applied to the reduction of the amount due
on the Loan Document, and U.S. Bank shall not be required to institute or
prosecute proceedings to recover any deficiency as a condition of payment under
or enforcement of this Guaranty. At any sale of the Collateral, U.S. Bank may at
its discretion purchase all or any part of the Collateral and may apply against
the amount bid therefor all or any portion of the balance due it pursuant to the
terms of any Notes and any deed of trust. Guarantor hereby waives the right to
object to the amount that may be bid by U.S. Bank at such foreclosure sale.

ARTICLE IV. BANKRUPTCY AND ASSIGNMENT OF RIGHTS

Guarantor agrees that its obligation to make payment under the
terms of this Guaranty shall not be impaired, modified, changed, released, or
limited in any manner by any impairment, modification, change, release, defense,
or limitation of the liability of Borrower or of a receiver, trustee,
debtor-in-possession, or estate under any bankruptcy or receivership

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proceeding. If any payment made by Borrower is reclaimed in a bankruptcy or
receivership proceeding, Guarantor shall pay to U.S. Bank the dollar amount of
the amount reclaimed. Guarantor further assigns to U.S. Bank all rights
Guarantor may have in any proceeding relating to Borrower under the U.S.
Bankruptcy Code or any receivership or insolvency proceeding until all
Indebtedness of Borrower to U.S. Bank has been paid in full. This assignment
includes all rights of Guarantor to be paid by Borrower even if those rights
have nothing to do with this Guaranty. This assignment does not prevent U.S.
Bank from enforcing Guarantor's obligations under this Guaranty in any way.

ARTICLE V. GUARANTOR'S DUTY TO KEEP INFORMED OF BORROWER'S
AND THE OTHER GUARANTOR'S FINANCIAL CONDITION

Guarantor is now adequately informed of Borrower's financial
condition, and Guarantor agrees to keep so informed. U.S. Bank need not provide
Guarantor with any present or future information concerning the financial
condition of Borrower or any other guarantor, and changes in Borrower's or
Guarantor's financial condition shall not affect Guarantor's obligations under
this Guaranty. Guarantor has not relied on financial information furnished by
U.S. Bank, nor will Guarantor do so in the future.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF GUARANTOR

Guarantor represents and warrants to U.S. Bank as follows:

(a) The execution, delivery, and performance by Guarantor of
this Guaranty do not and will not (i) conflict with or contravene any law, rule,
regulation, judgment, order, or decree of any government, governmental
instrumentality, or court having jurisdiction over Guarantor or Guarantor's
activities or properties, (ii) conflict with, or result in any default under,
any agreement or instrument of any kind to which Guarantor is a party or by
which Guarantor or any of Guarantor's properties may be bound or affected, or
(iii) require the consent, approval, order, or authorization of, or registration
with, or the giving of notice to any United States or other governmental
authority or any person or entity not a party to the Loan Document;

(b) This Guaranty constitutes a legal, valid, and binding
obligation of Guarantor, enforceable against Guarantor in accordance with its
terms;

(c) There is no action, litigation, or other proceeding
pending or to Guarantor's knowledge threatened against Guarantor before any
court, arbitrator, or administrative agency that may have a material adverse
effect on the assets or the business or financial condition of Guarantor or that
would prevent, hinder, or jeopardize the performance by Guarantor of Guarantor's
obligations under this Guaranty;

(d) Guarantor is fully familiar with all the covenants,
terms, and conditions of the Loan Document; and

(e) Guarantor is not party to any contract, agreement,
indenture, or instrument or subject to any restriction individually or in the
aggregate would have a material adverse affect on Guarantor's financial
condition or business or that would in any way jeopardize the ability of
Guarantor to perform under this Guaranty.

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ARTICLE VII. INDEMNITY REGARDING HAZARDOUS SUBSTANCES

Borrower has made various representations in the Loan Document
with respect to hazardous substances. Borrower has further agreed to defend and
indemnify U.S. Bank against, and hold U.S. Bank harmless from, various matters
identified in the Loan Document concerning hazardous substances. Those
indemnities will survive payment of the Notes and satisfaction of the Notes
through foreclosure or otherwise. Guarantor hereby guarantees payment and
performance of that indemnity and agrees that Guarantor's guaranty of that
indemnity will survive payment of the Notes and satisfaction of the Notes
through foreclosure or otherwise and will survive payment of Guarantor's other
obligations under this Guaranty.

ARTICLE VIII. SUBORDINATION OF INDEBTEDNESS
OF BORROWER TO GUARANTOR

Any Indebtedness of Borrower now or hereafter held by Guarantor
is hereby subordinated to the Indebtedness of Borrower to U.S. Bank, and such
Indebtedness of Borrower to Guarantor, if U.S. Bank so requests after the
occurrence of a Default or an Event of Default, shall be collected, enforced,
and received by Guarantor as trustee for U.S. Bank and be paid over to U.S. Bank
on account of the Indebtedness of Borrower to U.S. Bank, but without reducing or
affecting in any manner the liability of Guarantor under the other provisions of
this Guaranty.

ARTICLE IX. WAIVER OF RIGHT OF SUBROGATION

Guarantor agrees that Guarantor shall not have, and hereby
expressly waives, any claim, right, or remedy that Guarantor may now have or
hereafter acquire against Borrower including, without limitation, any claim,
remedy, or right of subrogation, reimbursement, exoneration, indemnification, or
participation in any claim, right, or remedy that U.S. Bank has or may hereafter
have against Borrower or any Collateral that U.S. Bank now has or hereafter
acquires, whether or not such claim, right, or remedy arises in equity, under
contract, by statute, under common law, or otherwise. Guarantor hereby
acknowledges and agrees that this waiver is intended to benefit Borrower and
U.S. Bank and shall not limit or otherwise affect Guarantor's liability under
this Guaranty.

ARTICLE X. PAYMENT OF OBLIGATIONS; EFFECT OF BANKRUPTCY

This Guaranty shall terminate upon payment in full of the
Obligations and termination of U.S. Bank's commitment to make advances of credit
and to lend funds to Borrower; but this Guaranty shall be automatically
reinstated if any payment is reclaimed in a bankruptcy, receivership, or similar
proceeding, until Guarantor pays U.S. Bank the amount reclaimed or the amount is
otherwise paid to U.S. Bank and is not subject to further reclamation.

ARTICLE XI. EVENTS OF DEFAULT; REMEDIES

11.1 Events of Default. "Event of Default," whenever used
herein, means any one of the following events (whatever the reason for the Event
of Default, whether it shall relate to one or more of the parties hereto, and
whether it shall be voluntary or involuntary or be pursuant to or effected by
operation of Applicable Law):

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(a) If there shall occur an Event of Default under the
Credit Agreement; or

(b) If Guarantor fails to observe or perform any term,
covenant, or agreement to be performed or observed pursuant to this Guaranty.

11.2 Remedies.

(a) Upon the occurrence of any Event of Default hereunder,
the Obligations shall then or at any time thereafter, at the option of U.S. Bank
become immediately due and payable without notice or demand, and U.S. Bank shall
have an immediate right to pursue the remedies provided herein.

(b) If an Event of Default occurs hereunder, U.S. Bank shall
have all remedies provided by law. Guarantor hereby waives any notice of the
occurrence of any Event of Default hereunder.

(c) In addition to all liens upon and rights of setoff
against the moneys, securities, or other property of Guarantor given to U.S.
Bank by law, U.S. Bank shall have, with respect to Guarantor's obligations to
U.S. Bank under this Guaranty and to the extent permitted by law, a contractual
security interest in and a right of setoff against, and Guarantor hereby
assigns, conveys, pledges, and transfers to U.S. Bank all of Guarantor's right,
title, and interest in and to all deposits, moneys, securities, and other
property of Guarantor now or hereafter in the possession of or on deposit with
U.S. Bank, whether held in a general or special account or deposit, whether held
jointly with someone else, or whether held for safekeeping or otherwise,
excluding however all ▇▇▇, ▇▇▇▇▇, and trust accounts. Every such security
interest and right of setoff may be exercised without demand upon or notice to
Guarantor. No security interest or right of setoff shall be deemed to have been
waived by any act or conduct on the part of U.S. Bank or by any neglect to
exercise such right of setoff or to enforce such security interest or by any
delay in so doing. Every right of setoff and security interest shall continue in
full force and effect until such right of setoff or security interest is
specifically waived or released by an instrument in writing executed by U.S.
Bank.

ARTICLE XII. GENERAL PROVISIONS

12.1 Benefits of Agreement. Guarantor agrees that (a) this
Guaranty shall inure to the benefit of and may be enforced by U.S. Bank and any
subsequent holder of any of the Notes and related Loan Document and (b) this
Guaranty shall be binding upon and enforceable against Guarantor and its
successors and assigns.

12.2 No Assignment. Guarantor agrees that no assignment of
Guarantor's obligations under this Guaranty may be made to any Person without
the prior written consent of U.S. Bank.

12.3 Rules of Construction. Unless some other meaning and
intent is apparent from the context, the plural shall include the singular and
vice versa, and masculine, feminine, and neuter words shall be used
interchangeably.

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12.4 Governing Law. This Guaranty shall be construed
according to the laws of the state of Washington, without giving effect to its
principles of conflicts of law.

12.5 Entire Agreement: Merger: This Agreement constitutes the
entire understanding between U.S. Bank and Guarantor with respect to the subject
matter hereof; no course of prior dealing between the parties, no usage of
trade, and no parole or extrinsic evidence of any nature shall be used to
supplement or modify any terms; and there are no conditions to the M
effectiveness of this Guaranty. All prior, and contemporaneous negotiations,
understandings, and agreements between Guarantor and U.S. Bank with respect to
the subject matter hereof are merged in this Guaranty.

12.6 Invalid Provisions. If any provision of this Guaranty is
invalid, illegal, or unenforceable, such provision shall be considered severed
from the rest of this Guaranty and the remaining provisions shall continue in
full force and effect as if the invalid provision had not been included. This
Guaranty may be changed, modified, or supplemented only through a writing signed
by Guarantor and U.S. Bank.

12.7 Attorney Fees and Collection Expenses. If there shall
occur any Default or Event of Default, U.S. Bank shall be entitled to recover
from Guarantor, upon demand, any reasonable costs and expenses incurred in
connection with the preservation of rights under, and enforcement of, this
Guaranty and the other Loan Document whether or not any lawsuit or arbitration
proceeding is commenced, in all such cases including, without limitation,
reasonable attorney fees and costs (including the allocated fees of internal
counsel). Costs and expenses as referred to above shall include, without
limitation, a reasonable hourly rate for collection personnel, whether employed
in-house or otherwise, overhead costs as reasonably allocated to the collection
effort, and all other expenses actually incurred. Reasonable attorney fees and
costs shall include, without limitation, attorney fees and costs incurred in
connection with any bankruptcy case or other insolvency proceeding commenced by
or against Borrower or any Person granting a security interest in any item of
Collateral, including all fees incurred in connection with (a) moving for relief
from the automatic stay, to convert or dismiss the case or proceeding, or to
appoint a trustee or examiner or (b) proposing or opposing confirmation of a
plan of reorganization or liquidation, in any case without regard to the
identity of the prevailing party.

12.8 Consent to Jurisdiction and Venue. Guarantor hereby (a)
irrevocably submits to the jurisdiction of any state or federal court sitting in
Seattle, King County, Washington, in any action or proceeding brought to
enforce, or otherwise arising out of or relating to, this Guaranty; (b)
irrevocably waives to the fullest extent permitted by law any objection that
Guarantor may now or hereafter have to the laying of venue in any such action or
proceeding in any such forum; and (c) further irrevocably waives any claim that
any such forum is an inconvenient forum. Guarantor agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in any
other jurisdiction by suit on the judgment or in any other manner provided by
law. Nothing herein shall impair the right of U.S. Bank to bring any action or
proceeding against Guarantor in any court of any other jurisdiction.

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12.9 JURY WAIVER. U.S. BANK AND GUARANTOR HEREBY WAIVE THE
RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY
EITHER U.S. BANK OR GUARANTOR AGAINST THE OTHER.

GUARANTOR'S INITIALS /S/ DM U.S. BANK'S INITIALS /S/ KP

12.10 Counterparts. This Guaranty can be executed in
counterpart originals. This Guaranty shall be binding on each person who signs a
counterpart of this Guaranty even if everyone listed in the Guaranty does not
agree to the Guaranty.

THE UNDERSIGNED CLEARLY UNDERSTANDS THAT U.S. BANK DOES NOT HAVE
TO PURSUE BORROWER OR PURSUE ANY OTHER REMEDIES BEFORE DEMANDING PAYMENT FROM
GUARANTOR. GUARANTOR FURTHER UNDERSTANDS THAT IT WILL HAVE TO PAY AMOUNTS THEN
DUE EVEN IF BORROWER OR ANY OF THE OTHER GUARANTORS DO NOT MAKE THE PAYMENTS OR
ARE OTHERWISE RELIEVED OF THE OBLIGATION TO MAKE PAYMENTS.

REDHOOK OF NEW HAMPSHIRE, INC.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
Its: EVP
---

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SECURITY AGREEMENT

This security agreement ("Agreement") is made and entered into
as of June 19, 2001, by REDHOOK ALE BREWERY, INCORPORATED, a Washington
corporation ("Borrower"), for the benefit of U.S. BANK NATIONAL ASSOCIATION, a
national banking association ("U.S. Bank"). Words and phrases with initial
capital letters have the meanings given to them in Article I of this Agreement.

R E C I T A L S :

A. On or about June 5, 1995, Borrower and U.S. Bank entered
into that certain amended and restated credit agreement (together with all
supplements, exhibits, and amendments thereto, referred to as the "Credit
Agreement"), whereby U.S. Bank agreed to make loans and advances of credit to
Borrower on the terms and conditions set forth therein. Concurrently with the
execution of this Agreement, Borrower and U.S. Bank entered into the fifth
amendment to amended and restated credit agreement ("Fifth Amendment") whereby
U.S. Bank and Borrower agreed to modify the terms of the Loans.

B. Borrower's grant to U.S. Bank of a security interest in
all of its assets as security for the Secured Obligations is among the agreed
upon modifications to the Loans.

NOW, THEREFORE, in order for U.S. Bank to modify the Loans in
accordance with the terms of the Fifth Amendment, Borrower agrees as follows:

ARTICLE I. DEFINITIONS

Unless otherwise defined herein, terms defined in the Credit
Agreement shall have the same meanings when used herein. For the purposes of
this Agreement, the following terms shall have the following meanings:

"Account" means any right to payment for goods sold or leased or
for services rendered that is not evidenced by an Instrument or Chattel Paper,
whether or not it has been earned by performance.

"Account Debtor" means the party who is obligated on or under
any Account, Chattel Paper, or General Intangible.

"Assignee Deposit Account" shall have the meaning set forth in
Section 5.7 hereof.

"Chattel Paper" means all interest of Borrower in writings that
evidence both a monetary obligation and a security interest in or a lease of
specific goods, including any group of writings consisting of both a security
agreement or a lease and an Instrument or series of Instruments.

"Collateral" means all property, real, personal, and mixed,
tangible and intangible, wherever located, now owned or hereafter acquired by
Borrower, or in which

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Borrower has or later obtains an interest, including but not limited to
Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment, Financial
Assets, General Intangibles, Goods, Instruments, Inventory, Investment Property,
Trademarks, and Vehicles, and all products, profits, rents, and proceeds of such
property. As used in this Agreement, "Collateral" shall not include any property
owned by any Subsidiary of Borrower.

"Deposit Account" means a demand, time, savings, passbook, or
like account maintained with a bank, savings and loan association, credit union,
or like organization, other than an account evidenced by a certificate of
deposit.

"Document" means all of Borrower's right, title, and interest in
or to any document of title as defined in RCW 62A.1-201 and any receipt of the
kind described in RCW 62A.7-201(2).

"Equipment" means all of Borrower's right, title, and interest
in and to Goods that are used or bought for use primarily in business and that
are not included within the definition of Inventory, including but not limited
to all machinery, equipment, furnishings, fixtures, vehicles, tools, supplies,
and other equipment of any kind and nature and all additions, substitutions, and
replacements of any of the foregoing, together with all attachments, components,
parts, accessories, improvements, upgrades, and accessories installed thereon or
affixed thereto.

"Event of Default" means an occurrence of an Event of Default as
defined in the Credit Agreement.

"Financial Assets" means all of Borrower's right, title, and
interest in and to any financial asset as defined in RCW 62A.8-102.

"General Intangibles" means all personal property (including
things in action) other than Goods, Accounts, Chattel Paper, Documents,
Financial Assets, Instruments, Investment Property, and money, including but not
limited to all Trademarks, insurance proceeds, patents, copyrights, trade names,
trade secrets, goodwill, registration, license rights, licenses, permits,
corporate and other business records, rights to refunds or indemnification, and
all other intangible personal property of Borrower of every kind and nature.

"Goods" means all things that are movable or that are fixtures,
not including money, Documents, Financial Assets, Instruments, Accounts, Chattel
Paper, Investment Property, or General Intangibles.

"Instrument" means any negotiable instrument or other writing
that evidences a right to the payment of money and is not itself a security
agreement or lease and is of a type that is in the ordinary course of business
transferred by delivery with any necessary endorsement or assignment.

"Inventory" means all Goods held by Borrower for sale or lease,
furnished or to be furnished by Borrower under any contract of service, or held
by Borrower as raw materials, work in progress, or materials used or consumed in
Borrower's business.

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"Investment Property" means all of Borrower's right, title, and
interest in and to any investment property as defined in RCW 62A.9-115.

"Secured Obligations" means any past, present, or future
Indebtedness of Borrower to U.S. Bank, and includes but is not limited to (a)
any indebtedness, obligation, or liability of any kind arising in any way of
Borrower to U.S. Bank, now existing or hereafter created, under the Credit
Agreement, the Notes, or the other Loan Documents, including any refinancing,
renewal, replacement, extension, amendment, or substitution of such
indebtedness, (b) any liability or obligation of Borrower hereunder, (c) the
obligations of Borrower under any guaranty executed by Borrower and delivered to
U.S. Bank, whereby Borrower guarantees the Indebtedness of any Person other than
Borrower to U.S. Bank, and (d) any cost, expense, or liability, including but
not limited to reasonable attorney fees, that may be incurred and advances that
may be made by U.S. Bank in any way in connection with any of the foregoing or
any security therefor.

"Trademark" means (a) any trademark, trade name, corporate name,
company name, business name, fictitious business name, trade style, service
▇▇▇▇, logo or other source or business identifier, and the goodwill associated
therewith, now existing or hereafter adopted or acquired, (b) any registration
or recording of any Trademark, and any application in connection therewith,
whether in the United States Patent and Trademark Office or in any similar
office or agency of the United States or of any state of the United States, or
any other country or any political subdivision of another country or otherwise,
and (c) all renewals of any Trademark.

"Vehicle" means any car, truck, trailer, construction or
earth-moving equipment, or other vehicle covered by a certificate of title of
any state, including but not limited to any tires or other appurtenances to any
Vehicle.

ARTICLE II. GRANT OF SECURITY INTEREST

As security for the payment and satisfaction of the Secured
Obligations, Borrower hereby grants to U.S. Bank a continuing security interest
in and assigns to U.S. Bank all of Borrower's right, title, and interest in the
Collateral and all products, profits, rents, and proceeds thereof.

ARTICLE III. COVENANTS OF BORROWER

Borrower shall fully perform each of the following covenants:

3.1 Obligations to Pay.

(a) Borrower shall pay to U.S. Bank, in timely fashion and
in full, all amounts payable by Borrower to U.S. Bank, pursuant to the Credit
Agreement, the Notes, and the other Loan Documents; and

(b) Borrower shall pay and reimburse U.S. Bank for all
expenditures including reasonable attorney fees and legal expenses in connection
with the exercise by U.S. Bank of any of its rights or remedies under the Credit
Agreement or the other Loan Documents.

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3.2 Performance. Borrower shall fully perform in a timely
fashion every covenant, agreement, and obligation set forth in the Credit
Agreement and the other Loan Documents.

3.3 Further Documentation. At its own expense, Borrower
shall execute and deliver any financing statement, any renewal, substitution, or
correction thereof, or any other document; shall procure any document; and shall
take such further action as U.S. Bank reasonably may require in obtaining the
full benefits of this Agreement.

3.4 Filing Fees. Borrower shall pay all costs of filing any
financing, continuation, or termination statement with respect to the security
interests granted herein.

3.5 Pledges. Borrower shall deliver and pledge to U.S. Bank,
endorsed or accompanied by instruments of assignment or transfer satisfactory to
U.S. Bank, any Instruments, Investment Property, Documents, General Intangibles,
or Chattel Paper that U.S. Bank may specify from time to time.

3.6 Maintenance of Records. Borrower shall keep and maintain
at its own cost and expense satisfactory and complete records of the Collateral
including but not limited to a record of all payments received and all credits
granted with respect to the Collateral and all other dealings with the
Collateral. Borrower shall deliver and turn over to U.S. Bank all books and
records pertaining to the Collateral at any time after the occurrence and during
the continuation of an Event of Default, if so demanded by U.S. Bank.

3.7 Disposition of Collateral. Except for the sale of
Equipment that was used in Borrower's location at ▇▇▇▇▇▇▇ Avenue North, Seattle,
Washington, or in the ordinary course of Borrower's business or as otherwise
allowed in the Credit Agreement, Borrower shall not sell or transfer any of the
Collateral or release, compromise, or settle any obligation or material
receivable due to Borrower.

3.8 Indemnification. Borrower agrees to pay, and to
indemnify U.S. Bank and hold U.S. Bank harmless from, all liabilities, costs,
and expenses including but not limited to reasonable legal fees and expenses
with respect to or resulting from (a) any delay in paying any excise, sales, or
other taxes that may be payable or determined to be payable with respect to any
of the Collateral, (b) any delay by Borrower in complying with any requirement
of law applicable to any of the Collateral, or (c) any of the transactions
contemplated by this Agreement. In any reasonable suit, proceeding, or action
brought by U.S. Bank to enforce payment of any sum owing on any Account or to
enforce any provisions of any Account, Borrower will indemnify U.S. Bank and
hold U.S. Bank harmless from all expense, loss, or damage suffered by reason of
any defense, setoff, counterclaim, recoupment, or reduction allowed with respect
to the Account to the extent arising out of a breach by Borrower of any
obligation under the Account or arising out of any other agreement,
indebtedness, or liability at any time owing to or in favor of such Account
Debtor or its successors from Borrower.

3.9 Limitations on Amendments, Modifications, Terminations,
Waivers, and Extensions of Contracts and Agreements Giving Rise to Accounts.
Except, in each case, in the ordinary course of Borrower's business or
consistent with industry practice, Borrower will not

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(a) amend, modify, terminate, waive, or extend any provision of any agreement
giving rise to an Account in any manner that could reasonably be expected to
have a material adverse effect on the aggregate value of the Accounts as
Collateral or (b) fail to exercise promptly and diligently every material right
that it may have under each agreement giving rise to an Account, other than any
right of termination.

3.10 Limitations on Discounts, Compromises, and Extensions of
Accounts. Borrower will not grant any extension of the time of payment of any of
the Accounts; compromise, compound, or settle the same for less than the full
amount thereof; release, wholly or partially, any Person liable for the payment
thereof; or allow any credit or discount whatsoever thereon, except, in each
case, in the ordinary course of Borrower's business or consistent with industry
practice.

3.11 Further Identification of Collateral. Borrower will
furnish to U.S. Bank, upon its reasonable request, statements and schedules
further identifying and describing the Collateral and such other reports in
connection with the Collateral as U.S. Bank may reasonably request.

3.12 Notices. Borrower will advise U.S. Bank promptly in
reasonable detail at its address set forth in Section 7.9 of the occurrence of
any event that could reasonably be expected to have a material adverse effect on
the Collateral or on the liens created hereunder, including any lien (other than
liens created hereby or permitted under the Credit Agreement) on or claim
asserted against any of the Collateral.

3.13 Changes in Locations, Name, Etc. Borrower will not (a)
change the location of its chief executive office/chief place of business or
remove its books and records from the locations specified on Schedule II to this
Agreement, (b) except in the ordinary course of Borrower's business and
consistent with prior practice, permit any of the Inventory or Equipment
(excluding Vehicles) to be kept at locations other than those listed on Schedule
II, or (c) change its name, identity, or structure to such an extent that any
financing statement filed by U.S. Bank in connection with this Agreement would
become seriously misleading, unless it shall have given U.S. Bank at least ten
days' prior written notice thereof.

3.14 Trademarks.

(a) Borrower (either itself or through licensees) will, in a
manner consistent with prior practice, (i) continue to use its Trademarks in
order to maintain such Trademarks in full force, free from any claim of
abandonment for nonuse that would materially decrease the aggregate value of the
Trademarks, (ii) maintain the quality of products and services offered under
such Trademarks, (iii) employ such Trademarks with the appropriate notice of
registration, (iv) not adopt or use any ▇▇▇▇ that is confusingly similar to or a
colorable imitation of such Trademarks unless U.S. Bank shall have obtained a
perfected security interest in such ▇▇▇▇ pursuant to this Agreement, and (v) not
(and not permit any licensee or sublicensee thereof to) do any act or knowingly
omit to do any act whereby any currently-used Trademark may become invalidated.

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27
(b) Borrower will notify U.S. Bank immediately if it knows,
or has reason to know, of (i) any application or registration relating to any
Trademark material to its business that may become abandoned or dedicated, or
(ii) any adverse determination or development (including but not limited to the
institution of, or any adverse determination or development in, any proceeding
in the United States Patent and Trademark Office or any court or tribunal in any
country) regarding Borrower's ownership of any material Trademark or its right
to register, keep, or maintain the same.

(c) Whenever Borrower, either by itself or through any
agent, employee, licensee, or designee, shall file an application for the
registration of any material Trademark with the United States Patent and
Trademark Office, Borrower shall report such filing to U.S. Bank within 30 days
after the last day of the calendar month in which such filing occurs. Borrower
shall execute and deliver to U.S. Bank all agreements, instruments, powers of
attorney, documents, and papers that U.S. Bank may request to evidence U.S.
Bank's security interest in any Trademark and in the goodwill and general
intangibles of Borrower relating to or represented by the Trademark. Borrower
hereby constitutes U.S. Bank its attorney-in-fact to execute and file all such
writings for the foregoing purposes, with all acts of such attorney being hereby
ratified and confirmed; and such power, being coupled with an interest, is
irrevocable until all Secured Obligations are paid in full.

(d) Borrower will take all reasonable and necessary steps,
including but not limited to all reasonable and necessary steps in any
proceeding before the United States Patent and Trademark Office or any similar
office or agency in any other country or any political subdivision thereof to
which Borrower has applied for any Trademark, to maintain and pursue each
application, to obtain the relevant registration, and to maintain each
registration of material Trademarks, including but not limited to filing
applications for renewal, affidavits of use, and affidavits of incontestability.

(e) If any Trademark that is included in the Collateral is
infringed, misappropriated, or diluted by a third party, Borrower shall promptly
notify U.S. Bank after it learns thereof and shall take such action as Borrower
reasonably deems appropriate under the circumstances to protect such Trademark.

3.15 Vehicles. Upon request by U.S. Bank, the application for
certificate of title to any vehicle indicating U.S. Bank's first priority lien
on such Vehicle, and any other necessary documentation, shall be filed in each
office in each jurisdiction that U.S. Bank deems advisable to perfect its lien
on any Vehicle constituting Collateral.

3.16 Insurance. Borrower agrees to insure the Collateral
against all hazards in form and amount consistent with the prior practices of
Borrower and reasonably acceptable to U.S. Bank. If Borrower fails to obtain
such insurance, U.S. Bank shall have the right, but not the obligation, to
obtain either insurance covering both Borrower's and U.S. Bank's interest in the
Collateral, or insurance covering only U.S. Bank's interest in the Collateral.
Borrower agrees to pay such premium that would be charged for insurance that
Borrower is required to maintain by this Section 3.16. This amount may be added
to the outstanding balance of the Loans, and interest thereon shall be charged
at the rate specified in any applicable Loan Document, or U.S. Bank may demand
immediate payment. Any unpaid insurance premium advanced by

-6-
28
U.S. Bank shall be secured under the terms of this Agreement. U.S. Bank will
have no liability whatsoever for any loss which may occur by reason of the
omission or lack of coverage of any such insurance. Any insurer shall make
payable jointly to the Borrower and U.S. Bank as secured party (or otherwise as
its interest may appear) any loss payments from casualty/property loss insurance
covering any of the Collateral in excess of $100,000.

3.17 Copy of Financing Statement. Borrower agrees that a
carbon, photographic, or other reproduction of a financing statement or this
Agreement is sufficient as a financing statement.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES

Borrower hereby makes the following representations and
warranties:

4.1 Title to Collateral. Borrower has good and marketable
title to all the Collateral, free and clear of all liens excepting only the
security interests created pursuant to this Agreement or permitted pursuant to
the Credit Agreement.

4.2 No Impairment of Collateral. None of the Collateral
shall be impaired or jeopardized because of the security interest herein
granted.

4.3 Other Agreements. The execution and delivery of this
Agreement, the consummation of the transactions provided for herein, and the
fulfillment of the terms hereof will not result in the breach of any of the
terms, conditions, or provisions of, or constitute a default under, or conflict
with, or cause any acceleration of any obligation under any (a) agreement or
other instrument to which Borrower is a party or by which Borrower is bound or
(b) Applicable Law.

4.4 No Approvals. No Governmental Approvals of any nature
are required in connection with the security interests herein granted.

4.5 Authority. Borrower has full power and authority to
assign to U.S. Bank and to grant to U.S. Bank a security interest in the
Collateral.

4.6 Location of Records. The address of the office where the
books and records of Borrower are kept concerning the Collateral is set forth on
Schedule II.

4.7 Location of Collateral. The locations of all Inventory
and Equipment of Borrower are described on Schedule II.

4.8 Name. Borrower, but not necessarily any of its
Subsidiaries, conducts its business only under the name "Redhook Ale Brewery,
Incorporated."

4.9 Accounts. The amount represented by Borrower to U.S.
Bank from time to time as owing by each Account Debtor or by all Account Debtors
in respect of the Accounts will at such time be the materially correct amount
actually owing by such Account Debtor or Debtors thereunder. No material amount
payable to Borrower under or in connection with any

-7-
29
Account is evidenced by anyInstrument or Chattel Paper that has not been
delivered to U.S. Bank.

4.10 Chief Executive Office. Borrower's chief executive
office and chief place of business is located at the address set forth on
Schedule II.

4.11 Trademarks. Schedule I hereto includes all Trademarks
owned by Borrower in its own name as of the date hereof. To the best of
Borrower's knowledge, the Trademarks are valid, subsisting, unexpired, and
enforceable and have not been abandoned. Except as set forth in Schedule I, none
of the Trademarks is the subject of any licensing or franchise agreement. No
holding, decision, or judgment that would limit, cancel, or question the
validity of the Trademarks has been rendered by any Governmental Body. No action
or proceeding is pending that seeks to limit, cancel, or question the validity
of such Trademarks and that would, if adversely determined, have a material
adverse effect on the aggregate value of the Trademarks.

4.12 Governmental Obligors. No Account Debtor is a
Governmental Body.

ARTICLE V. U.S. BANK'S RIGHTS WITH RESPECT
TO THE COLLATERAL

5.1 No Duty on U.S. Bank's Part. U.S. Bank shall not be
required (except at its option upon the occurrence and during the continuation
of any Event of Default) to realize upon any Accounts, Financial Assets,
Instruments, Investment Property, Chattel Paper, or General Intangibles; collect
the principal, interest, or payment due thereon, exercise any rights or options
of Borrower pertaining thereto; make presentment, demand, or protest; give
notice of protest, nonacceptance, or nonpayment; or do any other thing for the
protection, enforcement, or collection of such Collateral. The powers conferred
on U.S. Bank hereunder are solely to protect U.S. Bank's interests in the
Collateral and shall not impose any duty upon U.S. Bank to exercise any such
powers. U.S. Bank shall be accountable only for amounts that U.S. Bank actually
receives as a result of the exercise of such powers; and neither U.S. Bank nor
any of its officers, directors, employees, or agents shall be responsible to
Borrower for any act or failure to act hereunder.

5.2 Negotiations with Account Debtors. During the existence
of any Event of Default, U.S. Bank may, in its sole discretion, extend or
consent to the extension of the time of payment or maturity of any Instruments,
Accounts, Chattel Paper, or General Intangibles.

5.3 Right to Assign. Except as otherwise provided in the
Credit Agreement, U.S. Bank may assign or transfer the whole or any part of the
Secured Obligations and may transfer therewith U.S. Bank's security interests in
the whole or any part of the Collateral; and all obligations, rights, powers,
and privileges herein provided shall inure to the benefit of the assignee and
shall bind the successors and assigns of the parties hereto.

5.4 Duties Regarding Collateral. Beyond the safe custody
thereof, U.S. Bank shall not have any duty as to any Collateral in its
possession or control, or as to any preservation of any rights of or against
other parties.

-8-
30
5.5 Collection From Account Debtors. During the existence of
any Event of Default, Borrower shall, upon demand by U.S. Bank (and without any
grace or cure period), notify all Account Debtors to make payment to U.S. Bank
of any amounts due or to become due. Borrower authorizes U.S. Bank to contact
the Account Debtors for the purpose of having all or any of them pay their
obligations directly to U.S. Bank. Upon demand by U.S. Bank, Borrower shall
enforce collection of any indebtedness owed to it by Account Debtors.

5.6 Inspection. U.S. Bank and its designees, from time to
time at reasonable times and intervals, may inspect the Equipment and Inventory
and inspect, audit, and make copies of and extracts from all records and all
other papers in the possession of Borrower.

5.7 Assignee Deposit Account. Upon demand by U.S. Bank,
during the existence of an Event of Default, Borrower will transmit and deliver
to U.S. Bank, in the form received, immediately after receipt, all cash, checks,
drafts, Chattel Paper, Instruments, or other writings for the payment of money
including Investment Property (properly endorsed, where required, so that the
items may be collected by U.S. Bank) that may be received by Borrower at any
time. All items or amounts that are delivered by Borrower to U.S. Bank, or
collected by U.S. Bank from the Account Debtors, shall be deposited to the
credit of a Deposit Account ("Assignee Deposit Account") of Borrower with U.S.
Bank, as security for the payment of the Secured Obligations. Borrower shall
have no right to withdraw any funds deposited in the Assignee Deposit Account.
U.S. Bank may, from time to time in its discretion, and shall, upon the request
of Borrower made not more than twice in any week, apply all or any of the
balance, representing collected funds, in the Assignee Deposit Account, to
payment of the Secured Obligations, whether or not then due, in such order of
application, not inconsistent with the terms of the Credit Agreement and this
Agreement, as U.S. Bank may determine; and U.S. Bank may, from time to time in
its discretion, release all or any of such balance to Borrower.

5.8 Right of Setoff. Borrower grants to U.S. Bank a
contractual security interest in, and hereby assigns, conveys, delivers,
pledges, and transfers to U.S. Bank all Borrower's right, title and interest in
and to, Borrower's accounts with U.S. Bank (whether checking, savings, or some
other account), including without limitation all accounts held jointly with
someone else and all accounts Borrower may open in the future, excluding however
all ▇▇▇ and ▇▇▇▇▇ accounts, and all trust accounts for which the grant of a
security interest would be prohibited by law. Borrower authorizes U.S. Bank, to
the extent permitted by applicable law, to charge or setoff all sums owing under
the Loan Documents against any and all such accounts.

ARTICLE VI. U.S. BANK'S RIGHTS AND REMEDIES

6.1 General. During the existence of any Event of Default,
U.S. Bank may exercise its rights and remedies in the Credit Agreement and in
any other Loan Documents and any other rights and remedies at law and in equity,
simultaneously or consecutively, all of which rights and remedies shall be
cumulative. The choice of one or more rights or remedies shall not be construed
as a waiver or election barring other rights and remedies. Borrower hereby
acknowledges and agrees that U.S. Bank is not required to exercise all rights
and remedies available to it equally with respect to all the Collateral and that
U.S. Bank may select less than all the Collateral with respect to which the
rights and remedies as determined by U.S. Bank may be exercised.

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31
6.2 Notice of Sale; Duty to Assemble Collateral. In addition
to or in conjunction with the rights and remedies referred to in Section 6.1
hereof:

(a) Written notice mailed to Borrower at the address
designated herein ten days or more prior to the date of public or private sale
of any of the Collateral shall constitute reasonable notice.

(b) If U.S. Bank requests, Borrower will assemble the
Collateral and make it available to U.S. Bank at places that U.S. Bank shall
reasonably select, whether on Borrower's premises or elsewhere.

ARTICLE VII. GENERAL PROVISIONS

7.1 Entire Agreement. This Agreement, together with the
Credit Agreement and the other Loan Documents, sets forth all the promises,
covenants, agreements, conditions, and understandings between the parties hereto
with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements and understandings, inducements, or conditions,
express or implied, oral or written, with respect thereto, except as contained
or referred to herein. This Agreement may not be amended, waived, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of such amendment, waiver, discharge, or termination is
sought.

7.2 Invalidity. If any provision of this Agreement shall for
any reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereunder, but this
Agreement shall be construed as if such invalid or unenforceable provision had
never been contained herein.

7.3 Nonwaiver and Nonexclusive Rights and Remedies.

(a) No right or remedy herein conferred upon or reserved to
U.S. Bank is intended to be to the exclusion of any other right or remedy, but
each and every such right or remedy shall be cumulative and shall be in addition
to every other right or remedy given hereunder and now or hereafter existing at
law or in equity.

(b) No delay or omission by U.S. Bank in exercising any
right or remedy accruing upon an Event of Default shall impair any such right or
remedy, or shall be construed to be a waiver of any such Event of Default, or an
acquiescence therein, nor shall it affect any subsequent Event of Default of the
same or of a different nature.

7.4 Termination of Security Interest. When all the Secured
Obligations have been paid in full, the security interest provided herein shall
terminate and U.S. Bank shall return to Borrower all Collateral then held by
U.S. Bank, if any, and upon written request of Borrower, shall execute, in form
for filing, termination statements of the security interests herein granted.
Thereafter, no party hereto shall have any further rights or obligations
hereunder.

7.5 Successors and Assigns. All rights of U.S. Bank
hereunder shall inure to the benefit of its successors and assigns, and all
obligations of Borrower shall be binding upon its successors and assigns.

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32
7.6 U.S. Bank's Appointment as Attorney-in-Fact.

(a) Borrower hereby irrevocably constitutes and appoints
U.S. Bank and any officer or agent thereof, with full power of substitution, as
its true and lawful attorney-in-fact with full irrevocable power and authority
in the place and stead of Borrower and in the name of Borrower or in its own
name, from time to time during the existence of an Event of Default, in U.S.
Bank's discretion, for the purpose of carrying out the terms of this Agreement,
to take any and all appropriate action, and to execute any and all documents and
instruments that may be necessary or desirable to accomplish the purposes of
this Agreement; and without limiting the generality of the foregoing, Borrower
hereby gives U.S. Bank the power and right, on behalf of Borrower, without
consent by or notice to Borrower, to do the following during the existence of an
Event of Default:

(i) to transfer to U.S. Bank or to any other Person all or
any of the Collateral, to endorse any Instruments pledged to U.S. Bank,
and to fill in blanks in any transfers of Collateral, powers of
attorney, or other documents delivered to U.S. Bank;

(ii) to pay or discharge taxes and liens levied or placed on
or threatened against the Collateral, to effect any repairs or any
insurance called for by the terms of this Agreement, and to pay all or
any part of the premiums therefor and the costs thereof;

(iii) to take possession of, endorse, and collect any checks,
drafts, notes, acceptances, or other instruments for the payment of
moneys due under any Account, Instrument, or General Intangible or with
respect to any other Collateral and to file any claim or to take any
other action or proceeding in any court of law or equity or otherwise
deemed appropriate by U.S. Bank for the purpose of collecting all such
moneys due under any Account, Financial Assets, Instrument, Investment
Property, or General Intangible or with respect to any other Collateral
whenever payable; and

(iv) to direct any party liable for any payment under any of
the Collateral to make payment of all moneys due or to become due
thereunder directly to U.S. Bank or as U.S. Bank shall direct; to ask
for, demand, collect, and receive payment of and receipt for, any and
all moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral; to sign and endorse any
invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications,
notices, and other documents in connection with any of the Collateral;
to commence and prosecute any suits, actions, or proceedings at law or
in equity in any court of competent jurisdiction to collect the
Collateral and to enforce any other right in respect of any Collateral;
to defend, settle, compromise, or adjust any suit, action, or proceeding
brought against Borrower with respect to any Collateral and, in
connection therewith, to give such discharge or releases as U.S. Bank
may deem appropriate; to assign any Trademark (along with the goodwill
of the business to which any such Trademark pertains) throughout the
world for such terms, on such

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33
conditions, and in such manner as U.S. Bank shall in its sole discretion
determine; and generally, to sell, transfer, pledge, and make any
agreement with respect to or otherwise deal with any of the Collateral
as fully and completely as though U.S. Bank were the absolute owner
thereof for all purposes; and to do, at U.S. Bank's option and
Borrower's expense, at any time or from time to time, all acts and
things that U.S. Bank deems necessary to protect, preserve or realize
upon the Collateral and U.S. Bank's liens thereon and to effect the
intent of this Agreement, all as fully and effectively as Borrower might
do.

(b) Borrower hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue of this appointment. This power of
attorney is a power coupled with an interest and shall be irrevocable until all
Secured Obligations are paid in full.

(c) Borrower also authorizes U.S. Bank, at any time and from
time to time, to execute, in connection with the sale provided for in Article VI
hereof, any endorsements, assignments, or other instruments of conveyance or
transfer with respect to the Collateral.

(d) The powers conferred on U.S. Bank hereunder are solely
to protect U.S. Bank's interests in the Collateral and shall not impose any duty
upon U.S. Bank to exercise any such powers. U.S. Bank shall be accountable only
for amounts that it actually receives as a result of the exercise of such
powers, and neither it nor any of its officers, directors, employees, or agents
shall be responsible to Borrower for any act or failure to act hereunder.

7.7 Performance by U.S. Bank of Borrower's Obligations. If
Borrower fails to perform or comply with any of its agreements contained herein
and U.S. Bank, as provided for by the terms of this Agreement, shall itself
perform or comply, or otherwise cause performance or compliance, with such
agreement, the expense of U.S. Bank incurred in connection with such performance
or compliance, together with interest thereon at the rate provided for in the
Credit Agreement upon the occurrence of an Event of Default, shall be payable by
Borrower to U.S. Bank on demand and shall constitute Secured Obligations.

7.8 Governing Law. This Agreement and the rights and
obligations of the parties hereunder shall be construed and enforced in
accordance with and shall be governed by the laws of the state of Washington,
without regard to the state's rules and principles relating to conflicts of law.

7.9 WAIVER OF RIGHT TO JURY TRIAL. U.S. BANK AND BORROWER
HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR
COUNTERCLAIM BROUGHT BY EITHER U.S. BANK OR BORROWER AGAINST THE OTHER.

BORROWER'S INITIALS /S/ DM U.S. BANK'S INITIALS /S/ KP

7.10 Notices. All notices, requests, consents, demands,
approvals, and other communications hereunder shall be deemed to have been duly
given, made, or served if given, made or served in accordance with the notice
provisions of Section 10.1 of the Credit Agreement.

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34
7.11 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall constitute an original Agreement, but all
of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, Borrower and U.S. Bank have caused this
Agreement to be duly executed by their respective duly authorized officers or
agents, to be effective as of June 19, 2001.

REDHOOK ALE BREWERY, INCORPORATED

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
Executive Vice President

ACCEPTED BY: U.S. BANK NATIONAL ASSOCIATION, a national
banking association

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Vice President

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35

SCHEDULE I

TRADEMARK REGISTRATIONS

▇▇▇▇ Country Reg. No. Issued
--------------------------------------- --------------- ----------------- -----------------------

▇▇▇▇▇▇▇ BITTER Canada 426,849 May 6, 1994

▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ November 30, 1994

▇▇▇▇▇▇▇ BITTER U.S. 1,755,631 MARCH 2, 1993

▇▇▇▇▇▇▇ BITTER State: New Vol. 90 Pg 26 February 15, 1995
Hampshire

BLACK HOOK U.S. 1,299,809 OCTOBER 9, ▇▇▇▇

▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ November 30, ▇▇▇▇

▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇: New Vol. 90 Pg 24 February 15, 1995
Hampshire

BLACKHOOK ▇▇▇▇▇▇ & DESIGN U.S. 1,296,703 SEPTEMBER 18, ▇▇▇▇

▇▇▇▇▇▇▇▇ ▇.▇. 1,892,301 MAY 2, 1995

DESIGN (▇▇▇▇▇▇▇ BITTER) U.S. 1,409,762 SEPTEMBER 16, 1986

DESIGN (WINTERHOOK) U.S. 1,493,423 JUNE 21, ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇▇ ▇.▇. 1,929,789 OCTOBER 24, ▇▇▇▇

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 418,500 October 22, 1993

RED HOOK Hong Kong 2375/93 June 18, 1993

RED HOOK Japan ▇▇▇▇▇▇▇ November 30, ▇▇▇▇

▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 247,104 August 17, ▇▇▇▇

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ November 30, ▇▇▇▇

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇/▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ April 16, 1992

RED HOOK U.S. 1,253,138 OCTOBER 4, 1983

-14-
36

▇▇▇▇ Country Reg. No. Issued
--------------------------------------- --------------- ----------------- -----------------------

RED HOOK ALE & DESIGN U.S. 1,332,480 APRIL 23, 1985

RED HOOK BLUELINE AND DESIGN U.S. 1,802,237 NOVEMBER 2, 1993

RED HOOK DOUBLE BLACK Japan ▇▇▇▇▇▇▇ May 8, 1998

RED HOOK ESB State: New Vol 90 Pg 25 February 15, 1995
Hampshire

RED HOOK ESB AND DESIGN U.S. 1,940,873 DECEMBER 12, 1995

REDHOOK DOUBLBLACK ▇▇▇▇▇ U.S. 2,093,507 SEPTEMBER 2, ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇ ▇.▇. 1,929,788 OCTOBER 24, ▇▇▇▇

▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 413,666 June 18, 1993

WHEAT ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ November 30, 1994

WHEAT HOOK U.S. 1,682,181 APRIL 7, 1992

WHEAT HOOK State: New Vol 90 Pg 7 February 15, 1995
Hampshire

WHEATHOOK and Design State: 18,915 May 10, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇ ▇.▇. 1,490,430 MAY 31, ▇▇▇▇

▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇: ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇

TRADEMARK APPLICATIONS

▇▇▇▇▇▇▇ BITTER, IPA and Design U.S. 75/479,479 ▇▇▇ ▇, ▇▇▇▇

▇▇▇ ▇▇▇▇▇ 1997-103375 April 3, 1997

RED HOOK Japan 1997-103376 April 3, 1997

RED HOOK Logo Community 440966 December 11, 1996

-15-
37
SCHEDULE II

Address of

Chief executive office: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Address of Office where
Books and records are kept: Same as Chief Executive Office

Addresses of locations of
Collateral: Washington

-16-
38
SCHEDULE II

1 FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This fifth amendment to amended and restated credit agreement ("Amendment"), dated as of June 19, 2001, is made and entered into by and between REDHOOK ALE BREWERY, INCORPORATED, a Washington...

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