Exhibit 19.2

                                  July 29, 1997

Michael Laybourn
Norman Franks
Mendocino Brewing Company, Inc.
13351 South Highway 101
Hopland, California 95449

         This letter confirms our agreement as follows. The UB Group ("UB") will
today  advance  an  additional  $114,000  to  Mendocino  Brewing  Company,  Inc.
("Mendocino").  This  advance,  together  with the $250,000  advance on June 27,
1997,  shall be deemed  to be an  additional  "refundable  deposit"  and  shall,
together with the original $250,000 deposit,  be entitled to the benefits of and
subject to the terms and conditions relating to the "refundable deposit" and the
"deposit" under the Letter of Intent, the Refundable Deposit Agreement,  and the
Laybourn Pledge  Agreement and the Franks Pledge  Agreement  (collectively,  the
"Agreements").

         As previously  agreed, the No-Shop clause in the Letter of Intent shall
be extended  through August 31, 1997.  The  Agreements  remain in full force and
effect.

         Please indicate your agreement by signing below.

                                 Very truly yours,



                                 /s/ O'Neil Nalavadi
                                 ---------------------------
                                 for the UB Group

Agreed to this 29th of July, 1997

MENDOCINO BREWING COMPANY, INC.


/s/ Michael Laybourn
- -----------------------------
Michael Laybourn
Chairman of the Board


/s/ Michael Laybourn
- -----------------------------
Michael Laybourn


/s/ Norman Franks
- -----------------------------
Norman Franks