Savings Bank
   OF MENDOCINO COUNTY
     A Full Service Commercial Bank

                                                      CHANGE IN TERMS AGREEMENT

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    Principal        Loan Date       Maturity        Loan No       Call     Collateral         Account        Officer    Initials
  $2,700,000.00                     01-01-1998       962256R                                                    MJL
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References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
or item.
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Borrower:     Mendocino Brewing Company, a California                 Lender:   SAVINGS BANK OF MENDOCINO COUNTY
              Corporation                                                       MAIN OFFICE
              P.O. Box 400                                                      P.O. Box 3600
              Hopland, CA 95449                                                 200 N. School Street
                                                                                Ukiah, CA 95482
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Principal Amount: $2,700,000.00             Date of Agreement:  November 1, 1997

DESCRIPTION OF EXISTING  INDEBTEDNESS.  EXISTING LOAN NUMBER  8010962256R IN THE
ORIGINAL AMOUNT OF $2,700,000.00,  DATED 9/25/96 WITH AN OUTSTANDING  BALANCE ON
11/1/97 IN THE AMOUNT OF $2,404,313.57, WITH INTEREST PAID TO 11/1/97.

DESCRIPTION OF COLLATERAL. 1. The existing obligation continues to be secured by
a security interest in the property  described in a Deed of Trust dated 9/25/96,
recorded 10/7/96 in Book 2366, Page 544 of Official Records, Mendocino County.

DESCRIPTION OF CHANGE IN TERMS. 1. Final maturity of the loan is hereby extended
to 1/1/98. 2. Interest  continues to be payable monthly  commencing  12/1/97 and
monthly thereafter.

CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original  obligation or obligations,  including all agreements  evidenced or
securing  the  obligation(s),  remain  unchanged  and in full force and  effect.
Consent  by Lender to this  Agreement  does not waive  Lender's  right to strict
performance of the  obligation(s)  as changed,  nor obligate  Lender to make any
future change in terms. Nothing in this Agreement will constitute a satisfaction
of the obligation(s).  It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s),  including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or
endorser, including accommodation makers, will not be released by virtue of this
Agreement.  If any person who signed the original  obligation does not sign this
Agreement below,  then all persons signing below acknowledge that this Agreement
is  given  conditionally,  based  on  the  representation  to  Lender  that  the
non-signing  party  consents to the changes and  provisions of this Agreement or
otherwise  will not be  released  by it.  This  waiver  applies  not only to any
initial  extension,  modification  or release,  but also to all such  subsequent
actions.

PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF  THIS  AGREEMENT.   BORROWER  AGREES  TO  THE  TERMS  OF  THE  AGREEMENT  AND
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE AGREEMENT.

BORROWER:

Mendocino Brewing Company, a California Corporation


By:/s/  Michael Laybourn                             By:/s/  Norman Franks
   -----------------------                              -----------------------
   Michael Laybourn,                                    Norman Franks,
   Chief Executive Officer                              Chief Executive Officer