ASSETS PURCHASE AGREEMENT

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                                 Exhibit 10.46

                            ASSETS PURCHASE AGREEMENT

          The parties to this Assets Purchase Agreement, dated January 2, 2007,
are THE KEMPER COMPANY, an Oregon corporation ("Purchaser"), and PYRAMID
BREWERIES INC., a Washington corporation ("Seller")

                                    RECITALS:

          A. Seller owns the Thomas Kemper trademarks identified on Exhibit A
(the "Marks") which it has used to develop carbonated soft drinks for sale to
wholesale customers under the Thomas Kemper Soda brand names (the "Branded
Products"). Seller wishes to sell the Marks and all related intangible rights
related to the Branded Products to Purchaser, together with the related assets
referenced in Section 1 below.

          B. Purchaser wishes to purchase all such assets as more particularly
identified in Section 1 below upon the terms and conditions stated in this
Agreement.

          In consideration of the premises and the representations, warranties
and covenants contained herein, the parties agree as follows:

     1. Sale of Assets.

          1.1 Sale of Assets. On the Closing Date (as defined in Section 3.1)
Seller shall sell, convey, transfer and deliver to Purchaser, free of all liens
and encumbrances except those accepted by Purchaser pursuant to the express
terms of this Agreement, and Purchaser shall purchase and accept from Seller,
the following tangible and intangible properties and assets:

               (a) the Marks, which include all trademarks for Thomas Kemper
including marks for that name for malt beverage products (other than WEIZEN
BERRY), all related designs and logos, all formulas and recipes related to
Thomas Kemper sodas, and all intangible assets and rights held by the Seller
with respect to the Branded Products and the business conducted with such assets
by Seller prior to the date hereof, including without limitation all rights to
all domain names, and related design and coding for the Thomas Kemper sodas
website;.

                (b) all finished goods inventories of the Branded Products to be
listed on the inventory schedule prepared pursuant to Section 2.3 below (the
"Inventories") including the pallets on which the Inventories are stored in the
warehouse;

                (c) the vehicles described on Schedule 1.1(c) together with the
quantities of soda kegs (including related deposits and liabilities to be
itemized as provided herein) and coolers identified on such Schedule.

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               (d) all point of sale and other sales materials owned by Seller
related to the business conducted with the Branded Products, plus all supplies
in the form of cups, apparel, and merchandising items owned by Seller or located
on Seller's premises or warehouses on the Closing Date and used in the Branded
Products business;

               (e) all of Seller's contract rights with respect to the
distribution contracts listed on Schedule 2 as referenced in Section 3.2 below
(the "Assumed Contracts"), subject to any rights of or restrictions on
assignment contained therein;

               (f) all customer lists, files, books and records, or copies
thereof, including computerized data of Seller, related exclusively to the Marks
or the sale of Branded Products; and

               (g) Seller's common law rights to the name Thomas Kemper.

The rights and assets, tangible and intangible, to be transferred to Purchaser
as detailed above are sometimes referred to in this Agreement as the "Assets."
The Assets do not include Seller's cash, accounts receivable, production
equipment or claims against any third party relating to the Branded Products
business prior to the Closing, and such assets are referred to herein as the
Excluded Assets.

          1.2 No Assumption of Liabilities. Purchaser shall not assume any
payables or liabilities whatsoever of the Seller related to the Marks or the
Branded Products or the business previously conducted with such assets, except
for the liabilities which have been itemized and listed on Schedule 1.2, such
deposit liability being referred to herein as the Assumed Liabilities. Seller
expressly retains and agrees to satisfy all other Seller liabilities and
obligations related to the Assets being sold hereunder or the business
previously conducted with the Assets by Seller prior to Closing other than the
Assumed Liabilities.

          1.3 Instruments of Conveyance and Transfer. On the Closing Date,
Seller shall deliver to Purchaser such trademarks assignments, bills of sale,
and other good and sufficient instruments of conveyance and assignment,
including satisfactions, releases and terminations of prior financing
statements, which shall be reasonably satisfactory in form and substance to
Purchaser and its counsel, as shall be effective to vest in Purchaser all of
Seller's right, title and interest in and to the Assets. Simultaneously with and
after such delivery, Seller will take all additional steps as may be necessary
to put Purchaser in possession and operating control of the Assets. The Assets
shall be transferred to Purchaser free and clear of any and all liens,
encumbrances, conditions and restrictions, except as expressly otherwise
provided herein.

          1.4 Further Assurances and Cooperation. Subsequent to the Closing
Date, Seller will make available to Purchaser upon reasonable written request
and at Purchaser's expense any records, documents or data not included in the
records sold to Purchaser hereunder but which are retained by it and relate to
the Assets, or copies of such items, and will execute and deliver from time to
time at the reasonable request of Purchaser all such further instruments of
conveyance, assignments and other documents and assurances as may be required in
order to more effectively vest in and confirm to Purchaser full and complete
title to, and the right to use and enjoy, the Assets. Purchaser shall make
available to Seller all records of Seller acquired by Purchaser, or


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copies of such records, as may be reasonably requested to permit Seller to make
all necessary post-Closing regulatory filings and final determinations of tax
liability.

          1.5 Consents of Third Parties. Nothing in this Agreement shall be
construed as an attempt to assign any contract, license, claim or other right,
or any benefit arising thereunder, if an attempted assignment thereof, without
the consent of a third party, would constitute a breach thereof or would impair
the rights of Seller or Purchaser with respect thereto so that Purchaser would
not in fact receive all such rights. Seller covenants not to take any action
designed to impair Purchaser's ability to do business with any such third
parties.

     2. Consideration for Transfer of Seller's Assets.

          2.1 Purchase Price. The base purchase price ("Base Purchase Price") to
be paid by Purchaser for the Assets to be transferred hereunder, excluding the
Inventories, shall be the sum of $3.1 million. The Base Purchase Price shall be
allocated among the Assets in the manner set forth on Schedule 2.1 to be
attached to this Agreement at Closing.

          2.2 Payment of Base Purchase Price. The Base Purchase Price shall be
paid 90% by Purchaser in immediately available funds at Closing and 10% into the
escrow account referenced in Section 7.10 below.

          2.3 Inventories. Seller and Purchaser will conduct a joint inventory
of the Inventories as of the close of business the date immediately preceding
the Closing Date. The joint inventory will be jointly prepared, priced (based on
Seller's raw materials costs and Tolling Fee charges as described in the
Production and Supply Agreement referred to in Section 7.9 below minus 1.5%
which Seller represents is the average rate of product returns from the trade),
signed by Purchaser and Seller and attached to this Agreement at Closing as
Schedule 2.3. The price for the Inventories as so calculated (the "Inventory
Purchase Price") will be paid in full at Closing. Nonsalable inventories (which
will include any inventories aged more than 120 days from the production date,
discontinued items and any inventories which are damaged or for any reason are
either not fit for consumption or salable in the ordinary course of business)
will be excluded from the Inventory purchased hereunder. With respect to product
delivered to the trade by Seller prior to Closing, product in excess of $10,000
in credit return value which is returned by the trade at any time after the
Closing will be accepted for credit by Purchaser for the account of such
customers and the amount so credited will be netted against amounts payable
under the Production and Supply Agreement.

     3. Closing and Schedules.

          3.1 Closing. The closing of the transactions provided for in this
Agreement (the "Closing") shall, unless an earlier date or another place is
agreed upon in writing by the parties hereto, take place at such location as the
parties may agree on January 2, 2007 or such other date as the parties may
mutually agree upon (the "Closing Date"). Unless otherwise agreed by the parties
at Closing, the Closing and the transfer of the Assets sold hereunder, and the
business related thereto, will be deemed to have been effective as of the close
of the business day of January 1, 2007.


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           3.2 Schedules. Simultaneous with the execution hereof, Seller shall
deliver to Purchaser the following Schedules which shall set forth the following
information:

               (a) As Schedule 1.1(c), a list of all assets listed in Section
1.1(c) above.

               (b) As Schedule 2, a list of all distribution contracts and other
agreements to which the Assets are subject or which are material to the Branded
Products business conducted by Seller.

               (c) As Schedule 3, a list of all licenses and permits and other
governmental approvals material to the production and sale of the Branded
Products.

               (d) As Schedule 4, a list of any pending litigation applicable to
the Assets.

The above Schedules and the other Schedules elsewhere referenced in this
Agreement, including the Disclosure Schedules referenced in Section 4 below,
shall be attached to this Agreement and made a part hereof.

     4. Representations and Warranties of Seller.

          Except as otherwise disclosed in any Disclosure Schedule to be
delivered prior to execution of and attached to this Agreement and numbered to
correspond to the following sections, Seller represents and warrants to
Purchaser as follows:

          4.1 Organization and Good Standing. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Washington and has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now being conducted.

          4.2 Authority Relative to Agreement. Seller has requisite corporate
power to execute and deliver this Agreement and to convey, transfer and assign
the Assets described herein and perform its obligations hereunder. Seller's
Board of Directors has taken all actions required by law, its Articles of
Incorporation and Bylaws or otherwise to authorize the execution, delivery and
performance of this Agreement. This Agreement is the valid and legally binding
obligation of Seller enforceable in accordance with its terms, subject to laws
of general application relating to creditors' rights and remedies and to general
principles of equity.

          4.3 Effect of Agreement. Except as set forth in Disclosure Schedule
4.3 no consents or approvals are required from any third party in connection
with the execution and consummation of this Agreement by Seller. The execution
and delivery of this Agreement and consummation of the transactions contemplated
hereby will not result in the breach of any term or provision of, or constitute
a default under, any provision or restriction of any note, mortgage, indenture,
agreement, license or other instrument, or of any judgment, order or decree,
rule or regulation of any court or administrative agency to which Seller is a
party or by which it or any of the Assets is bound, nor will it conflict with
the provisions of the Articles of Incorporation or


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Bylaws of Seller, or to the best of Seller's knowledge violate any statute,
license or regulation of any governmental authority.

          4.4 Financial Information. Attached hereto as Disclosure Schedule 4.4
is a true, complete and accurate record of all sales by customer of the Branded
Products for each of the calendar years 2004 and 2005, which includes revenue
and units by sku, and comparable information for the nine months ended September
30, 2006, and gross profit reports (including revenue discounts) for such
periods for all Branded Product sales. All such information is true and complete
in all material respects, and fairly presents in all material respects the
information presented for the periods indicated. Seller has also provided
financial information to Purchaser in the form of Exhibits C-1 and D to the
Supply Agreement referenced in Section 7.9 below. The costs reflected in
Exhibits C-1 and D are based on Seller's actual costs incurred in 2006,
suppliers' quoted prices for certain raw material supplies in 2007, and
good-faith estimates as to other costs. To the best of Seller's knowledge, such
costs fairly reflect Purchaser's anticipated costs of products under the Supply
Agreement.

          4.5 Closing Date Inventories. The Inventories as priced by Seller will
reflect Seller's actual raw material costs of all Inventories listed thereon and
the tolling fee as specified in the Production and Supply Agreement referenced
in Section 7.9 below. All finished goods in the final joint inventory referred
to in Section 2.3 above will be salable in the ordinary course of business, and
all items included in the final joint inventory will be fit for human
consumption.

          4.6 Absence of Material Changes. Except (i) for the transactions
contemplated by this Agreement, (ii) as set forth in the Disclosure Schedules,
(iii) as specifically disclosed on Schedule 4.6, since September 30, 2006 there
has not been:

               (a) any Material Adverse Change (as hereinafter defined);

               (b) any mortgage, pledge, lien (other than those arising by
operation of law) or other encumbrance or security interest created on any of
the Assets, or assumed by Seller with respect to any of the Assets;

               (c) any sale, transfer, license, or other disposition of any
intangible rights related to the Assets or any transfer of any tangible assets
included within the Assets except for sales of finished products in the ordinary
course of business;

               (d) any action taken by Seller to amend, terminate or waive any
material right relating to the Assets other than in the ordinary course of
business;

               (e) any transfer or grant of any material rights under any
licenses, agreements, trademarks or trade names used in the production or sale
of the Branded Products;

               (f) any transaction, contract or commitment relating to the
Assets made or entered into other than in the ordinary course of business;

               (g) any special promotions or discounts or extended terms for
payment or other sales activities not in the ordinary course of business; or


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               (h) any other event materially and adversely affecting the
results of operations for the Branded Products business.

          For purposes of this Agreement, the terms "Material Adverse Change"
means any effect, change, or circumstance that could reasonably be expected to
be materially adverse to the earnings prospects of the Branded Products
business, or the ability of Seller to consummate timely the transactions
contemplated by this Agreement, but excludes any adverse circumstance, event,
development, effect or change arising from or relating to (i) general business
or economic conditions, (ii) national or international political or social
conditions, including the engagement of the United States in hostilities, the
occurrence of any military or terrorist attack on the United States or any of
its territories, possessions or diplomatic, military or consular offices,
installations or personnel, or (iii) financial, banking or securities markets
(including any disruption thereof).

          4.7 Litigation. Except as disclosed on the Disclosure Schedules, there
is no action, proceeding or investigation pending or, to the Knowledge of Seller
(as defined at the end of this Section 4), threatened, nor, to the Knowledge of
Seller, is there any basis therefore, which might result in any Material Adverse
Change after the Closing Date, or which may materially impair Purchaser's right
or ability to carry on and conduct after the Closing the Branded Products
business formerly conducted by Seller or to continue sales in any state where
Seller has previously sold Branded Products.

          4.8 Title. Seller has and will have on the Closing Date good and
marketable title to all of the Assets, free and clear of all liens, pledges,
charges or encumbrances of any nature whatsoever except as otherwise provided in
the Agreement including the Disclosure Schedules.

          4.9 Contracts; Assignment. All distribution or brokerage contracts
listed on Schedule 2, which will be assigned to Purchaser at Closing, are valid
and effective; and, except for the provisions thereof that may restrict or
prevent the assignment thereof by Seller, there is no existing default
thereunder or any event which, with notice or lapse of time, or both, would
constitute a default by Seller or by another party thereto.

          4.10 Claims. No liability, whether direct or contingent, has been
asserted against Seller or the Assets that might have a material adverse effect
on the Assets or business to be conducted by Purchaser with the Assets, except
for the liabilities if any specifically identified in the Disclosure Schedules.

          4.11 Licenses and Regulations. All material governmental or agency or
commission licenses, approvals, registrations and permits required in order for
Seller to sell the Branded Products in the states identified pursuant to Section
4.14 below are listed in Disclosure Schedule 4.11. Seller has complied in all
material respects with all rules, laws, regulations and orders which relate to
the production or sale of the Branded Products, and knows of no notice or claim
of violation by Seller of any applicable federal, state or local law, ordinance
or regulation or judgment, order, decree or citation of any individual or
administrative authority, including but not limited to safety laws or
regulations, or laws or regulations relating to illegal payments, kickbacks or
commercial bribery that could affect future production by Seller of the Branded
Products under the Production and Supply Agreement.


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          4.12 Intellectual Property. A list of all trademarks, copyrights,
service marks, trade names and registrations and applications for the foregoing
owned and used by the Seller in connection with the sale of Thomas Kemper Sodas
(collectively referred to as the "Owned Intellectual Property") is set forth in
Exhibit A. Specifically excluded from the Owned Property is the mark for WEIZEN
BERRY and any rights in the mark, which has been used on Thomas Kemper labels in
the past, but which is a registered trademark of Seller, which Seller intends to
continue using on its own products. Except as set forth in Disclosure Schedule
4.12, the Owned Intellectual Property is owned solely by the Seller and not
subject to any license, royalty arrangement or to any liens or encumbrances. To
the Knowledge of Seller, no other party has a right to use the name Thomas
Kemper in connection with the sale of any other beverage product. No proceedings
are pending or, to the Knowledge of Seller, threatened against Seller and no
claims have been asserted against Seller in writing which challenge the validity
of the ownership of any of the Owned Intellectual Property. All trademarks,
copyrights, service marks and trade names which are or have