Exhibit 10.15

AGREEMENT

This Purchase Agreement, made this _____ day of _______________, 1996,
between HERITAGE BREWING COMPANY, INC., a California corporation (hereinafter
"HERITAGE"), having its principle office at 571-C Crane Street, Lake Elsinore,
California 92530, and CABO DISTRIBUTING COMPANY, INC. (hereinafter "CABO"),
having its principle office at 9627 East Rush Street, South El Monte,
California 91733:

RECITALS

A. HERITAGE is in the business of brewing and packaging beer
products and has previously produced beer under the label of "Red Pig Ale"
using a formula developed by HERITAGE (hereinafter "FORMULA").

B. CABO is in the business of distributing beer products and owns
the rights to the "Red Pig Ale" tradename, logos and artwork; and

C. HERITAGE and CABO desire to enter into an agreement whereby
HERITAGE produces beer and CABO distributes beer under the "Red Pig Ale" label.

1. TERM OF AGREEMENT.

Unless otherwise terminated earlier as provided hereinafter,
the term of this Purchase Agreement shall be one year from the date set forth
above.

2. OWNERSHIP RIGHTS.

a. CABO warrants that it is the owner of all rights,
title and interest in the trade name of "Red Pig Ale" and all trademarks, logos
and artwork associated with "Red Pig Ale" (hereinafter "TRADENAME"). CABO
hereby grants HERITAGE the exclusive right to use the TRADENAME in connection
with the production and packaging of PRODUCT, as that term is defined in
paragraph 3(b), solely and exclusively for sale to CABO for distribution within
the United States.

b. The parties acknowledge that the FORMULA has been
developed by HERITAGE. All proprietary interests in the FORMULA are the
property of HERITAGE and shall remain with HERITAGE at all times during the
term of this Purchase Agreement and upon termination of this Purchase
Agreement.

3. ORDERING AND PRODUCTION OF PRODUCT.

a. HERITAGE shall use the FORMULA to produce a malt
beverage under the label of "Red Pig Ale" (hereinafter "PRODUCT") for
distribution by CABO. All PRODUCT shall conform to the formula and shall be
pasteurized.

b. CABO shall place orders through HERITAGE at 571-C
Crane Street, Lake Elsinore, California 92530 or at such other location as
shall be designated in written notice given by HERITAGE to CABO from time to
time during the term of this Purchase Agreement. CABO shall issue and deliver
to HERITAGE a written purchase order to confirm each order placed.

d. Each purchase order shall provide at least 6 weeks of
lead time for the completion of the order by HERITAGE. Within 5 working days
of receipt of each purchase order, HERITAGE shall provide written notification
to CABO of the projected date upon which the PRODUCT will be ready for pickup.
Verification of the actual date on which PRODUCT will be ready for pickup will
be provided by HERITAGE to CABO one week prior to such date.

e. Upon completion of PRODUCT ordered by CABO, HERITAGE
shall notify CABO that the product is completed and ready for pickup. HERITAGE
shall issue an invoice to cover the order. On the date issued, the invoice
shall be mailed to CABO and a copy shall be sent by telefacsimile to CABO. In
addition, HERITAGE shall provide notification
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of completion to CABO by telephone.

f. Completed PRODUCT shall be picked up by CABO within 5
days of the date of notification that the product is ready for pickup. The
date on which the invoice is sent by HERITAGE to CABO by telefacsimile shall be
deemed the date of notification.

g. At the time the order is placed, CABO shall designate
in the purchase order the HERITAGE facility at which the PRODUCT will be picked
up by CABO. However, HERITAGE shall have the option to produce PRODUCT at any
of its brewing facilities or under contract with a third party. HERITAGE shall
incur any and all costs of shipping PRODUCT to the facility designated by CABO
for pickup if such PRODUCT is produced at a facility different than the one
designated by CABO as the location for pickup.

h. CABO shall be deemed the owner of the PRODUCT upon
taking possession, whether directly or through its designated agent, at the
time the PRODUCT is picked up from the HERITAGE facility designated by CABO in
its purchase order. CABO shall thereafter be liable for and bear the risk of
loss or damage to PRODUCT in transit or after transit.

i. At the time PRODUCT is picked up, CABO shall exchange
a standard wood pallet for each pallet picked up. CABO shall pay to HERITAGE
the sum of $7.00 for each pallet picked up for which an empty pallet is not
left in exchange. The charges for pallets shall appear on the next invoice
issued by HERITAGE.

4. PACKAGING AND LABELS

a. HERITAGE shall package the PRODUCT as follows:

i. The PRODUCT shall be packaged in 12 oz. and
22 oz. long-neck bottles in quantities specified in the purchase orders placed
by CABO.

ii. Labels shall be affixed to each bottle. The
label that has been previously approved by the Bureau of Alcohol, Tobacco &
Firearms for "Red Pig Ale" shall be used unless a different label is designated
by CABO or required by law.

iii. The 12 oz. bottles shall be packaged in
6-pack cartons. The 6-pack cartons of 12 oz. bottles shall be packaged in
printed mother cartons holding 4 of the 6-pack cartons. The mother cartons
shall be placed on pallets ready for pickup by CABO. A case of 12 oz. bottles
shall be deemed to consist of 24 bottles.

iv. The 22 oz. bottles shall be packed with
dividers in plain brown cases holding 12 bottles per case. The cases shall be
placed on pallets ready for pickup by CABO. A case of 22 oz. bottles shall be
deemed to consist of 12 bottles.

b. Except as otherwise provided herein, HERITAGE shall
supply all materials necessary to the production and packaging of the PRODUCT.
HERITAGE shall use only labels and packaging materials bearing logos and
artwork previously used for "Red Pig Ale" or hereafter approved in writing by
CABO.

c. Except as otherwise provided herein, CABO shall be
responsible for ensuring that the design and wording of labels conform to the
requirements of any applicable Federal, State and local statutes, ordinances
and regulations. To the extent that any governmental or regulatory agency
requires the participation of the brewery in obtaining approval of labels,
HERITAGE will cooperate with CABO and provide all
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necessary information and documentation. HERITAGE shall be responsible for
label design changes that are necessitated by HERITAGE electing to produce
PRODUCT outside of California. All expenses incurred in connection with label
designs and obtaining approval of label designs shall be borne by CABO except
such expenses incurred as a result of HERITAGE electing to produce PRODUCT
outside of California.

5. PRICING.

a. The prices set forth below shall be effective for the
term of this Purchase Agreement, subject to adjustment as set forth in
paragraphs 5(b) and 5(c). All prices are FOB brewery, packaging and Federal
excise taxes included. As used herein, "packaging" includes bottles, labels,
crowns, cartons, dividers and cases, but excludes pallets. Pricing is based
on the quantity of PRODUCT ordered by CABO each month as follows:

Total quantity of 12 oz. and 22
oz. PRODUCT ordered (stated in Price per case of 12 Price per case of 22
cases) oz. PRODUCT oz. PRODUCT
- -----------------------------------------------------------------------------------------------------------

0 - 50,000 $11.00 $10.00
- -----------------------------------------------------------------------------------------------------------
4,001-8,000 $10.50 $9.50
- -----------------------------------------------------------------------------------------------------------
8,001-12,500 $10.00 $9.00
- -----------------------------------------------------------------------------------------------------------
over 12,500 $9.50 $8.50
- -----------------------------------------------------------------------------------------------------------

c. The prices set forth in paragraph 5(a) are based on
the current applicable Federal and State tax rates. In the event of increases
in the applicable tax rates, the prices may be increased in amounts equal to
the increase in taxes payable by HERITAGE.

6. PAYMENTS.

b. CABO shall pay all invoices within 30 days of the
invoice date. Any balance which remains unpaid after 30 days shall bear
interest at the rate of 1% per month until such balance is paid in full. All
payments shall be applied first to interest and thereafter to principle.

c. HERITAGE shall prepare and issue statements on or
about the 10th day of each month for PRODUCT which HERITAGE notified CABO was
ready for pickup during the preceding month. Each statement shall clearly
state the invoice number, the date of each order to which it applies, the
quantities of PRODUCT ordered, the price per case for both 12 oz. and 22 oz.
bottles, the total amounts of the current invoice, any unpaid balance and any
interest on amounts overdue.

7. TAXES AND LICENSES.
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a. CABO, at its own expense, shall obtain and maintain
current any and all licenses and permits required by any governmental or
regulatory agency or under any statute, ordinance or regulation for the right
to sell, distribute, or transport alcoholic beverages. HERITAGE shall
cooperate and provide any information and documentation needed by CABO to
obtain or renew any licenses or permits to the extent such information is not
otherwise in the possession of or equally available to CABO. CABO shall, upon
reasonable request by HERITAGE, provide copies of or other satisfactory
evidence of any such license or permit required in any jurisdiction within
which CABO sells, distributes or transports alcoholic beverages. Cabo will
provide proof of insurance.

b. HERITAGE shall process and pay all applicable
manufacturer's Federal excise taxes and all manufacturer's California
processing fees.

8. TERMINATION OF AGREEMENT.

a. Upon the failure of either party to this Purchase
Agreement to fulfill any material obligations hereunder, the party aggrieved by
the default may give to the other party written notice, by certified mail, of
the default. Notice shall state specifically the aggrieved party's intention
to terminate this Purchase Agreement in the event of continued default. If,
after 30 days from the date of such notice, the defaulting party has failed or
refuses to remedy a default capable of being remedied, or has failed or refuses
to pay reasonable compensation for a default not capable of being remedied,
this Purchase Agreement may be terminated immediately by written notice given
to the defaulting party by certified mail, not later than 60 days after the
date of the original notice of default. Such termination shall be without
prejudice to any other rights or claims the aggrieved party may have against
the defaulting party.

b. Either party shall have the right, at its option, to
terminate this Purchase Agreement by giving notice to the other party at lease
[e.g. five business days] before the termination is to be effective, if:

i. The other party shall be adjudicated or
become a bankrupt or an insolvent (as that term is defined in 11 USC Section
101(32));

ii. The other party shall file a voluntary
petition under any bankruptcy, reorganization or insolvency law;

iii. The other party shall apply for or consent to
appointment of a trustee or receiver to take possession of all or substantially
all its assets;

iv. The other party shall consent to, or shall
file an answer admitting the jurisdiction of the court and the material
allegations of, an involuntary petition filed under any bankruptcy,
reorganization, or insolvency law;

v. Any proceedings of bankruptcy,
reorganization, or insolvency shall be commenced against the other party and
not be dismissed within [e.g. 30 calendar days] after commencement;

vi. The other party shall make any assignment for
the benefit of creditors, other arrangement or composition under any laws for
the benefit of insolvents;

vii. Any order shall be entered under any
bankruptcy, reorganization, or insolvency law of any jurisdiction, and shall
not be dismissed or stayed within [e.g. 30 calendar days] after its entry (a)
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approving an involuntary petition seeking an arrangement with the creditors of
the other party, (b) approving an involuntary petition seeking reorganization,
or (c) appointing any receiver of trustee of all or a substantial part of the
property of the other party;

viii. A trustee or receiver shall be appointed to
take possession of all or substantially all assets of the other party and shall
not be dismissed within [e.g. 30 calendar days] after appointment; or

ix. Any writ of attachment, garnishment, or
execution shall be levied against all or substantially all assets of the other
party, or all or substantially all assets of the other party shall be subject
to any attachment, garnishment, execution, or other judicial seizure, and shall
not be removed, released, or bonded within [e.g. 30 calendar days] after the
date of the attachment, garnishment, execution or other judicial seizure.

c. In the event of termination of this Purchase
Agreement for any reason whatsoever, all future and continuing rights and
obligations under it shall terminate, except:

i. CABO shall remain obligated to pay all sums
due at the time of termination of the Purchase Agreement;

ii. CABO shall pay for all PRODUCT ordered prior
to the date of termination of the Purchase Agreement; and

iii. CABO shall pay the cost incurred by HERITAGE
for all packaging, including that which HERITAGE has in its inventory or has
ordered prior to the date notification of termination is given, that bears the
TRADENAME or for any other reason cannot be utilized by HERITAGE to package
other products.

9. RELATIONSHIP OF THE PARTIES.

CABO and HERITAGE are independent contractors under this
Purchase Agreement and no agency, joint venture or partnership is created
between the parties. Neither party has the right to incur any liabilities on
behalf of or binding upon the other party.

10. INDEMNIFICATION.

a. CABO shall indemnify, defend and hold harmless
HERITAGE, and its officers, directors, shareholders, employees, agents and
representatives, against all liability, demands, claims, costs, losses,
damages, recoveries, settlements, and expenses, (including interest, penalties,
attorney fees, accounting fees, expert witness fees, costs, and other related
expenses) directly or indirectly arising from or related to the acts or
omissions of CABO, its agents, employees, subcontractors or other persons or
entities acting under the direction or control of CABO, its agents, employees,
or subcontractors.

b. HERITAGE shall indemnify, defend and hold harmless
CABO and its officers, directors, shareholders, employees, agents and
representatives, against all liability, demands, claims, costs, losses,
damages, recoveries, settlements, and expenses, (including interest, penalties,
attorney fees, accounting fees, expert witness fees, costs, and other related
expenses) directly or indirectly arising from or related to the acts or
omissions of HERITAGE, its agents, employees, subcontractors or other persons
or entities acting under the direction or control of HERITAGE, its agents,
employees, or subcontractors.

11. INSURANCE.
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a. CABO shall obtain and maintain at all times during
the term of this Purchase Agreement a comprehensive general liability insurance
policy providing for coverage of at least $1,000,000 for each occurrence. CABO
shall furnish to HERITAGE a certificate evidencing the fact that the insurance
described in this paragraph has been obtained and is in full force and effect,
that the premiums thereon have been paid and that such insurance cannot be
cancelled without prior written notice to CABO.

b. HERITAGE shall obtain and maintain at all times
during the term of this Purchase Agreement a product liability insurance policy
providing for coverage of at least $1,000,000 for each occurrence. CABO shall
be included as an an additional insured under such policy of insurance.
HERITAGE shall furnish to CABO a certificate evidencing the fact that the
insurance described in this paragraph has been obtained and is in full force
and effect, that CABO has been named as an an additional insured, that the
premiums thereon have been paid and that such insurance cannot be cancelled
without prior written notice to CABO.

12. FORCE MAJEURE.

If HERITAGE fails to perform its obligations because of
strikes, lockouts, labor disputes, embargos, acts of God, inability to obtain
labor or materials or reasonable substitutes for labor or materials,
governmental restrictions, governmental regulations, governmental action,
judicial orders, enemy or hostile governmental action, civil commotion, fire or
other casualty, or other causes, except financial, beyond the reasonable
control of HERITAGE, then HERITAGE'S performance shall be excused for a period
equal to the period of such cause for failure to perform as long as HERITAGE
gives CABO notice, in writing by certified mail, within three (3) business days
after the event causing the failure.

13. ARBITRATION.

Any controversy, claim or dispute arising out of this Purchase
Agreement or the breach of any provision herein shall be settled in arbitration
in accordance with the rules of the American Arbitration Association.
Notwithstanding the foregoing, the parties hereby agree that in the event of
arbitration, each party may conduct discovery and the provisions of Code of
Civil Procedure, Section 1283.05 shall apply. The prevailing party to such
arbitration shall be entitled, in addition to such other relief as may be
granted, to reasonable attorney's fees. The award rendered by the arbitrator
shall be final and binding. The arbitration proceedings shall be conducted in
the County of Orange, State of California.

14. NOTICES.

All notices and other communications under this Agreement
shall be in writing and shall be delivered personally, telegraphed, telexed,
sent by facsimile transmission or sent by certified, registered or express
mail, postage prepaid. Any such notice or other communication shall be deemed
given: (a) upon actual delivery if presented personally or sent by prepaid
telegram or telex or by facsimile transmission and (b) three (3) business days
following deposit it in the United States mail, if sent by certified,
registered or express mail, postage prepaid, in each case to the following
address:

If to HERITAGE:
HERITAGE BREWING COMPANY, INC.
571-C Crane Street
Lake Elsinore, California 92530
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If to CABO:
CABO DISTRIBUTING COMPANY, INC.
9627 East Rush Street
South El Monte, California 91733

Notice of any change in any such address shall also be given in the manner set
forth above. Whenever the giving of notice is required, the giving of such
notice may be waived by the party entitled to receive such notice.

15. AMENDMENTS AND WAIVERS.

Except as specifically provided for herein, this Purchase
Agreement may be amended, superseded, cancelled, renewed or extended, and the
terms hereof may be waived, only by a written instrument signed by the parties
hereto or, in the case of a waiver, by the party waiving compliance. No delay
on the part of any party hereto in exercising any right, power or privilege
hereunder shall operate as a waiver thereof. Nor shall any waiver on the part
of any party hereto of any such right, power or privilege, nor any single or
partial exercise of any such right, power of privilege, preclude any further
exercise thereof or the exercise of any other such right, power or privilege.

16. SEVERABILITY; HEADINGS; GOVERNING LAW; COMPLIANCE

In the event one or more of the provisions contained herein
are found to be illegal or unenforceable in any respect, the legality and
enforceability of the remaining provisions of this Purchase Agreement, shall
not be affected. The headings of this Purchase Agreement are provided for
reference only. This Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of California. Both parties mutually
agree to do all things reasonably necessary in order to comply with all laws
and regulations.

In witness whereof, the parties have caused this Purchase Agreement to
be signed by their duly authorized and empowered officers or representatives as
of the date first above written.

CABO DISTRIBUTING COMPANY, INC.

_____________________________________ ___________________________
Date
_____________________________________
Title of Signator

HERITAGE BREWING COMPANY, INC.,
a California corporation

_____________________________________ ___________________________
Date
_____________________________________
Title of Signator