SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

This Second Amendment to Convertible Promissory Note (this "Amendment") is effective as of December 31, 2006 by and between United Breweries of America, Inc., a Delaware corporation ("Holder") and Mendocino Brewing Company, Inc. , a California corporation (the "Company").

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, which provides that the term of the Note made by the Company in favor of Holder shall be extended until December 31, 2006.

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") the principal sum of Four Hundred Thousand Dollars ($400,000.00) o