FOURTH AMENDMENT TO
CONVERTIBLE PROMISSORY NOTE
MENDOCINO BREWING
COMPANY, INC.
This Fourth Amendment to Convertible Promissory
Note (this "Amendment") is effective as of June 30, 2008 by and
between United Breweries of America, Inc., a
Delaware corporation ("Holder") and Mendocino Brewing
Company, Inc. , a California corporation (the
"Company").
RECITALS
A. The Company issued a convertible promissory
note (the "Note") to Holder in the principal amount of Four Hundred
Thousand Dollars ($400,000) dated March 2, 2005.
B. The Holder and the Company entered into the
First Amendment to Convertible Promissory Note effective
August 31, 2006 as amended by the Second Amendment to
Convertible Promissory Note effective December 31, 2006 and the
Third Amendment to Convertible Promissory Note effective June 30,
2007, which provide that the term of the Note made by the Company
in favor of Holder was extended until June 30, 2008.
C. Subject to the terms and conditions of this
Amendment, the parties now wish to further extend the term of the
Note.
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
agreed, the parties agree as follows:
1. Extension of Term . The first sentence of Paragraph 1 of the Note
is hereby amended and restated to read as follows:
"Mendocino
Brewing Company, Inc., a California corporation having its
principal office at 1601 Airport Road, Ukiah, California 95482 and
any successor (the "Company"), for value received, promises to pay
to United Breweries of America, Inc., a Delaware corporation or to
its registered successors or assigns (the "Holder"
