EXHIBIT 10.29 TO REGISTRATION STATEMENT ON FORM SB-2 ----------------------------------- LETTER AGREEMENT CONCERNING USE OF PROCEEDS WITH WESTAMERICA BANK [Mendocino Brewing Company, Inc. letterhead] September 19, 1996 R. Dwight Davenport West America Bank 31 D Street Second Floor Santa Rosa, CA 95404 VIA FAX: 707-575-3546 Dear Mr. Davenport: Savings Bank of Mendocino County has agreed to the following plan of distribution and use of the first funds received from our proposed direct public offering. The list below shows, in order of priority, our proposed use of funds for the first $2,500,000 of the proposed $4,000,000 (sic) direct public offering. 1) Cost of offering (estimated) $ 300,000 2) Working Capital 300,000 3) Completion of deferred building construction 600,000 4) Short term debt - BDM note 500,000 5) Short term debt - West America Bank 400,000 6) Short term debt - BDM note 400,000 ---------- $2,500,000 The Savings Bank has asked that you signify your understanding of and agreement with our intentions by signing at the bottom of this letter. After signing, please fax this letter back to me as soon as possible. This should complete the final requirement for our loan package with the bank. Sincerely, West America Bank /s/ Norman Franks /s/ R. Dwight Davenport Norman Franks by: R. Dwight Davenport CFO, Vice President Vice President and Manager EXHIBIT 10.29