September 26, 1996


Dear Fellow Shareholder:

Our craft brewing alliance is taking an exciting and dramatic 
step forward.  The enclosed news release provides details on this 
important development, so please take a moment to look it over.  
I wanted to share this news with you earlier, but could not 
disclose publicly until today.

The first part of the plan is to bring all five of our regional 
microbreweries under the umbrella of a single holding company, 
which we expect to call Nor'Wester Craft Brewing Alliance.  This 
proposed consolidation will be accomplished through the merger of 
Willamette Valley Inc., Microbreweries across America, Aviator 
Ales, Inc., Mile High Brewery, Inc., Bayhawk Ales, Inc., and 
North Country Brewery, Inc. into Nor'Wester Brewery and the 
issuance of newly registered shares of Nor'Wester common stock in 
exchange for shares of WVI and its four subsidiaries.  The merger 
and share exchange will require approval by the boards of 
directors and shareholders of each of the Nor'Wester/WVI alliance 
member brewing companies.  Following consolidation, all 
shareholders in the Nor'Wester/WVI alliance will hold shares in a 
single company, Nor'Wester Craft Brewing Alliance, Inc., which 
will be listed for trading on the Nasdaq National Market system 
under the symbol ALES.  This is primarily an administrative step 
designed to simplify the ownership structure, reduce costs, 
increase our ability to finance growth, and provide all 
shareholders with a liquid market for their shares.  It will not 
change the way each of the five microbreweries in the alliance 
does what matters most:  produce the highest quality hand-crafted 
beers in America.  Furthermore, each of these breweries will 
continue to produce these beers as separate, independent brands, 
each with its own distinct character.

Step two in our plan is what I am most excited about:  a 
partnership with Vijay Mallya, a world class brewer who has 
built, in India, exactly the kind of national small brewery 
network that we are creating here in the United States.  Vijay 
shares our commitment to brewing excellence, and he understands 
that smaller breweries can produce better, fresher beers with 
greater individuality and character.  Equally important, he has 
proven that a national network of regional craft brewers can be 
financially very successful.

In addition to his investment of $12 million -- which will allow 
us to strengthen our alliance to face growing competition from 
the large industrial beer companies -- Vijay brings valuable 
brewing knowledge to our company, especially in producing lagers.  
His Kingfisher brand, for example, is one of the world's leading 
lagers and has been named best light lager at the Stockholm Beer 
Festival two years in a row.

Vijay and his team are also seasoned marketers.  Together we will 
be able to identify and develop new regional market opportunities 
in North America for hand-crafted ales and lagers.  Our newly 
consolidated company will also be able to make and market in 
North America Vijay's flagship brand, Kingfisher.  And we will 
now have a partner with an established distribution and retailing 
presence in 20 countries, giving our U.S. brands new avenues for 
growth overseas.

Clearly I believe this is a tremendous opportunity, both for our 
breweries and for our shareholders.  It is rare to find a partner 
with the resources of Vijay and a shared appreciation of, and 
commitment to, smaller-scale, hand-crafted brewing excellence.  
Together -- Vijay and I will have an equal 26% stake in the 
consolidated company -- we look forward to translating our 
philosophy into more award winning beers, increasing sales and 
earnings, and enhanced shareholder value for all of you.

You will be receiving formal shareholder meeting materials in the 
mail regarding the proposed merger and share exchange.  As 
always, please do not hesitate to call with any questions.

Sincerely,



Jim Bernau
President

P.S.  I want you to know how much I have appreciated the support 
of each of you as we have pursued our shared goal of creating 
world class hand-crafted beers at each of our five 
microbreweries.  In a very real sense, we have revolutionized -- 
some might say reinvented -- the microbrewing industry, and I 
firmly believe that we are poised to take our industry to new 
heights of product excellence and market growth in the years 
ahead.