Exhibit 10.19

LICENSE AGREEMENT

This License Agreement, made this day of ____________, 1996, between
C. A. WITTWER & ASSOCIATES (hereinafter "LICENSOR"), having its principal
office at 2772 Loker Avenue West, Suite F, Carlsbad, California, 92008, and
HERITAGE BREWING COMPANY, INC., a California corporation (hereinafter
"LICENSEE"), having its principal office at 571-C Crane Street, Lake Elsinore,
California 92530.

RECITALS

A. LICENSOR is the holder of the exclusive worldwide license for
the use of the tradename, trademark and logos of HUSSONG'S BEER (hereinafter
referred to collectively as "TRADENAME"). LICENSOR desires to have LICENSEE
manufacture, distribute and market beer under the TRADENAME.

B. LICENSEE is in the business of brewing beer and desires to
obtain the rights to manufacture, distribute and market beer under the
TRADENAME.

Wherefore, the parties hereto agree as follows:

1. OWNERSHIP RIGHTS

a. LICENSOR warrants that it is the holder of the
exclusive worldwide license for the use of the TRADENAME pursuant to an
agreement with Ricardo Hussong on behalf of the Hussong Family Mexico. A true
and correct copy of the agreement between LICENSOR and the Hussong Family
Mexico is attached hereto, identified as Exhibit "A," and incorporated herein
by reference.

b. During the term of this License Agreement and subject
to Paragraph 3(a), LICENSEE may from time to time develop new logos and artwork
for use with the name Hussong's Beer. All such logos and artwork shall be part
of the TRADENAME. LICENSEE shall have the exclusive right to the use of such
logos and artwork it develops for the term of this License Agreement. Upon
termination of this License Agreement, all rights and interest in such logos
and artwork developed by LICENSEE shall pass to LICENSOR.

c. The formulas for the beer to be brewed, distributed
and marketed under the TRADENAME has been developed by LICENSEE and is the
property of LICENSEE. All proprietary interest in the formula shall remain
with LICENSEE at all times during the term of this License Agreement, but shall
pass to LICENSOR upon termination of this License Agreement.

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2. APPOINTMENT AND TERRITORY

a. LICENSOR and LICENSEE agree that LICENSEE will be the
exclusive licensee with the exclusive right to use of the TRADENAME for the
manufacture, distribution and marketing of beer in California, Oregon,
Washington, Arizona, Nevada, Montana, Utah, New Mexico, Hawaii, Idaho, and
Mexico (hereinafter referred to collectively as the "TERRITORY"). In addition,
subject to Paragraph 3(b), LICENSEE shall have the limited right, for
promotional purposes related to the sale of beer only, to manufacture,
distribute and market clothing and merchandise using or bearing the TRADENAME.

b. LICENSEE shall also have the right to expand the
exclusive license and other rights granted hereunder to geographical areas
outside of the TERRITORY. LICENSEE shall have the exclusive right to expand
the manufacturing, distribution and marketing of beer under the TRADENAME into
other geographical areas west of the Mississippi River for three (3) years from
the date of this License Agreement. LICENSEE shall have the exclusive right to
expand the manufacturing, distribution and marketing of beer under the
TRADENAME into all other geographical areas worldwide for five (5) years from
the date of this License Agreement. LICENSOR shall not grant a license for use
of the TRADENAME within these geographical areas to any third party during the
time periods stated herein without the written consent of LICENSEE.

c. LICENSEE may exercise its right to expand into other
geographical areas by providing LICENSOR with written notice sent by certified
mail indicating the specific area into which LICENSEE intends to expand. When
LICENSEE elects to expand its rights to include additional geographical areas,
such areas shall become part of the TERRITORY.

3. APPROVAL BY LICENSOR

a. Use of any new logo or artwork developed by LICENSEE
for use with the name Hussong's Beer is subject to the prior approval of
LICENSOR, such approval not to be unreasonably withheld. All new logos and
artwork proposed for use by LICENSEE shall be submitted to LICENSOR for
approval by delivering representative copies to LICENSOR by certified mail.
LICENSOR shall communicate in writing, by certified mail, its approval or
rejection of the submitted materials within five (5) business days of receipt
thereof. If no response from LICENSOR has been delivered to LICENSEE by the
end of the fifth business day after receipt of the proposed materials by
LICENSOR, it shall be deemed that the proposed logos or artwork are approved.

b. The right of LICENSEE to manufacture, distribute or
market clothing or merchandise using or bearing the TRADENAME is subject to the
prior approval of

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LICENSOR, such approval not to be unreasonably withheld. All designs for such
clothing or merchandise proposed for use by LICENSEE shall be submitted to
LICENSOR for approval by delivering copies of the designs to LICENSOR by
certified mail. LICENSOR shall communicate in writing, by certified mail, its
approval or rejection of the submitted designs within five (5) business days of
receipt thereof. If no response from LICENSOR has been delivered to LICENSEE
by the end of the fifth business day after receipt of the proposed designs by
LICENSOR, it shall be deemed that the proposed designs are approved.

4. TERM OF AGREEMENT

The term of this License Agreement shall be as follows:

a. The initial term of this License Agreement shall be
for one (1) year, renewable annually at the option of LICENSEE so long as
LICENSEE is not in material breach of the terms of this License Agreement and
has met the annual minimum sales quotas set forth in subsection 4(b). The
option must be exercised by LICENSEE, if at all, no later than forty-five (45)
days prior to the commencement of the year for which the option is being
exercised by the giving of written notice sent by certified mail to LICENSOR.
In the event of termination of this License Agreement for any reason, LICENSEE
shall have the right to sell all then existing inventory of beer manufactured
under the TRADENAME. LICENSOR has the right of first refusal to purchase the
inventory at cost.

b. Annual minimum sales quotas for beer sold under the
TRADENAME which will entitle LICENSEE to renew the license are as follows:

Year Sales in Gallons
---- ----------------

1 63,000
2 135,000
3 225,000
4 337,500
5 500,000

c. In the event LICENSEE sells 600,000 gallons or more
in years five (5), and on, this License Agreement and all rights granted
hereunder shall be extended at the option of LICENSEE so long as LICENSEE is
not in material breach. Such extension shall be for the same term as the
existing license agreement between the Hussong Family Mexico and LICENSOR
(Exhibit "A" hereto) and any superseding license agreement between such parties
or their respective agents, employees, heirs, successors, and assigns. If
LICENSEE exercises its option to extend this License Agreement pursuant to this
provision, LICENSEE shall pay LICENSOR, at the commencement of year six (6),
$100,000.

d. The exclusive rights granted by this License
Agreement shall vest as of

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the date this License Agreement is signed by both parties. However, for
purposes of calculating the time from which the first year of the license
begins to run, the license shall be deemed to commence as of June 1, 1996.
Each subsequent year under this License Agreement shall also commence on June
1. LICENSOR shall begin production of beer to be marketed under the TRADENAME
no later than June 1, 1996.

e. In the event that LICENSEE elects to expand into
geographical areas within the United States not initially included in the
TERRITORY as defined in paragraph 2(a), the quotas set forth in paragraph 4(b)
shall be modified as follows:

i. The quota will not increase during the first
year of operation within the geographical area newly
added to the TERRITORY.

ii. The quota for the second year of operation
within the geographical area newly added to the
TERRITORY and for each year thereafter will be based
on the following formula:

Population of Newly Added Area x .5 = % Increase in
Applicable Quota
Combined Population of Existing
TERRITORY in the United States
and Newly Added Area

iii. The increased quota will be calculated under
subsection ii above using the most recent official
United States Census Bureau figures.

iv. LICENSEE shall also pay to LICENSOR, upon
commencement, a territorial fee for the newly added
area calculated using the following formula:

Population of Newly Added Area x base quota as set forth x $.20 = Territorial Fee
Combined Population of Existing in Paragraph 4(b) for
Territory in the United States the applicable year
and Newly Added Area

f. In the event that LICENSEE elects to expand into
geographical areas outside of the United States, the quotas applicable to such
areas shall be negotiated by the parties.

5. COMPENSATION AND PAYMENT

a. LICENSEE shall pay LICENSOR, upon execution of this
License Agreement, a non-refundable territorial licensing fee of $25,000 for
the first year of the license.

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b. LICENSEE shall pay LICENSOR, upon commencement of the
second year of the license, a non-refundable territorial licensing fee of
$25,000.

c. LICENSEE shall pay LICENSOR, upon the commencement of
the each year, an advance royalty of $10,000. LICENSEE shall receive a credit
of that amount against the royalty payments due under Paragraph 5(f).

d. LICENSEE shall issue to LICENSOR 6,500 shares of
stock in BEVERAGE WORKS, INC. LICENSEE shall request that the investment
banking firm grant registration rights pursuant to the BEVERAGE WORKS, INC.
lockup agreement (also known as the "Brewco 13 Month Lockup"). In the event
that LICENSOR invokes its call option agreement with BEVERAGE WORKS, INC., then
LICENSEE will issue LICENSOR an equivalent number of shares of stock in
HERITAGE BREWING COMPANY, INC. in exchange for LICENSOR'S surrender of the
shares of stock in BEVERAGE WORKS, INC. originally issued to LICENSOR pursuant
to this provision.

e. LICENSEE shall pay to LICENSOR, upon execution of
this License Agreement, the sum of $5,000 as reimbursement of expenses incurred
by LICENSOR in connection with obtaining licensing rights from the Hussong
Family Mexico.

f. LICENSEE shall pay to LICENSOR a royalty of $.20 per
gallon on all beer sold under the TRADENAME during the first five (5) years of
this license agreement. Thereafter, the royalty to be paid by LICENSOR shall
be at double the rate to be paid by LICENSOR to the Hussong Family Mexico
pursuant to the terms and conditions of Exhibit "A."

g. LICENSEE shall pay to LICENSOR a royalty of 10% of
the gross profit from the sale of any clothing or merchandise bearing the
TRADENAME.

6. RELATIONSHIP OF THE PARTIES

The LICENSEE is an independent contractor under this License
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.

7. BOOKS AND RECORDS

The LICENSEE will provide to LICENSOR monthly activity reports
detailing the sales of beer under the TRADENAME. "Sales" is used herein and
for purposes of calculating royalties under this License Agreement shall mean
shipments made (based on gallons sold)less returns. The monthly activity
reports are to be delivered to LICENSOR by regular mail on or before the 15th
day of the month following the month covered by the

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report.

8. PAYMENTS

Payments required under Paragraphs 5(f) and 5(g) of this
License Agreement shall be made by LICENSEE on the 15th day of the month
following the end of each calendar quarter. LICENSOR shall pay the royalty
payments due the Hussong Family Mexico under Exhibit "A" hereto, or under any
superseding License Agreement between said parties, on a timely basis and shall
provide LICENSEE with proof of payment within seven (7) days of the date each
such payment is made. In the event LICENSOR fails to make timely royalty
payments to the Hussong Family Mexico or fails to provide to LICENSEE proof of
such payments, LICENSEE at its sole option shall have the right to make the
royalty payments due the Hussong Family Mexico from LICENSOR. If LICENSEE
elects to make payments directly to the Hussong Family Mexico pursuant to the
provisions of this paragraph, the payments due LICENSOR from LICENSEE shall be
reduced by the amounts paid by LICENSEE directly to Hussong Family Mexico.

9. ASSIGNMENT

The rights and obligations hereunder may be assigned by
LICENSEE provided LICENSOR has given its written consent in advance of such
assignment. Consent shall not be unreasonably withheld by LICENSOR.
Effective January 1, 1997, and notwithstanding the foregoing, LICENSEE shall
have the right, at its sole discretion and without approval by LICENSOR, to
assign all rights and obligations hereunder to BEVERAGE WORKS, INC., a
California corporation, having its principal office at 9800 S. Sepulveda
Boulevard, Suite 720, Los Angeles, CA 90045.

10. INDEMNIFICATION

a. LICENSOR agrees to indemnify and hold LICENSEE free
from any loss, damage or cost, including legal fees and expenses for which
LICENSEE becomes liable by reason of acts of the LICENSOR in promoting,
marketing and selling the products which are the subject of this License
Agreement including, but not limited to misstatements or misrepresentations by
LICENSOR'S employees or agents concerning any aspect of the content, make-up or
characteristics of the products or availability, delivery dates or any other
term or condition relating to the sale of the products.

b. LICENSEE agrees to indemnify and hold LICENSOR free
from any loss, damage or cost, including legal fees and expenses, for which
LICENSOR becomes liable by reason of acts of the LICENSEE in promoting,
marketing and selling the products which are the subject of this License
Agreement, including, but not limited to misstatements or misrepresentations by
LICENSEE'S employees or agents concerning any aspect of the

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content, make-up or characteristics of the products, or availability, delivery
dates or any other term or condition relating to the sale of the products.
LICENSEE further agrees to indemnify and hold LICENSOR free from any loss,
damage or cost, including legal fees and expenses, based in tort or for
personal injury or property damage, for which LICENSOR becomes liable by reason
of the acts of LICENSEE in manufacturing, distributing, promoting, marketing
and selling the products.

11. INSURANCE

LICENSEE shall obtain and maintain at all times during the
term of this License Agreement a product liability insurance policy providing
for coverage of at least $1,000,000 for each occurrence. LICENSOR shall be
included as an additional insured under such policy of insurance.

12. FORCE MAJEURE

If LICENSEE 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 LICENSEE, then LICENSEE'S performance shall be excused for a period
equal to the period of such cause for failure to perform as long as LICENSEE
gives LICENSOR 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 License
Agreement or the breach of any provision hereof shall be settled by arbitration
in accordance with the rules of the American Arbitration Association. The
arbitrator may allocate all costs of dispute resolution, including attorneys'
fees, between the parties at his sole discretion. The award rendered by the
arbitrator shall be final and binding. The location of the arbitration
proceedings will be in Orange County, California.

14. NOTICES

All notices required or permitted under this License Agreement
shall be sent registered or certified mail, return receipt requested, to the
addresses set forth hereinabove, or at such address as the party to whom the
notice is to be sent directs in a writing sent in compliance with this notice
provision.

15. SEVERABILITY; HEADINGS; WAIVER; GOVERNING LAW; COMPLIANCE

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In the event that 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 License Agreement shall
not be affected. The headings of this License Agreement are provided for
reference only. The failure of either party to enforce at any time any
provision of this License Agreement shall in no way be construed as a waiver of
such provision and shall in no way affect the ability of such party to
thereafter enforce each and every provision. This License 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 License Agreement to
be signed by their duly authorized and empowered officers or representatives as
of the date first above written.

C. A. WITTWER & ASSOCIATES ("LICENSOR")

________________________________________ ___________________________
Date

________________________________________
Title of Signator

HERITAGE BREWING COMPANY, INC.,
a California corporation ("LICENSEE")

________________________________________ ___________________________
Date

________________________________________
Title of Signator