DENOTES EXPURGATED INFORMATION EQUIPMENT LEASE AGREEMENT

EXHIBIT 10.2

[*] DENOTES EXPURGATED INFORMATION

EQUIPMENT LEASE AGREEMENT

FOR

[*]

      THIS EQUIPMENT LEASE AGREEMENT (this "Equipment Lease") is entered into as of December 1, 2004, by and between Boston Beer Corporation, a Massachusetts corporation with its principal place of business at 75 Arlington Street, Boston, MA 02116 ("Lessor"), and High Falls Brewing Company, LLC, a New York limited liability company with its principal place of business at 445 St. Paul Street, Rochester, NY 14605 ("Lessee"). Lessor and Lessee are sometimes referred to in this Equipment Lease individually as a "Party" and together as the "Parties".

I. THE LEASE

      1.1 Lease of Assets. In accordance with the terms and conditions of this Equipment Lease, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor all of the personal property and equipment described in Schedule 1 attached hereto and made a part hereof (the "Equipment" or the "Leased Assets"). The Leased Assets, and Lessee's obligations with respect to Lease Payments under this Equipment Lease, are, as of the date hereof, the only assets owned by Lessor and being used by Lessee, and the only obligations, related to investments made by Lessor in parts, modifications and equipment, under the Second Amended and Restated Agreement between Lessor and Lessee dated as of April 15, 2002.

      1.2 Term of Lease. The term of the lease under this Equipment Lease shall begin on December 1, 2004 (the "Commencement Date") and shall continue in effect (the "Lease Term") until the earlier of Lessee's payment of the Value specified on Schedule 1 and accrued interest thereon at the annual rate of [*]%, or termination of the Third Amended and Restated Agreement between Lessor and Lessee of even date (the "Production Agreement").

      1.3 Lease Payments. Lessee shall pay to Lessor Lease Payments for the lease of the Leased Assets in the amount set forth on Schedule 2 ("Lease Payments"). Lease Payments for the Lease Term shall be payable in consecutive, weekly payments, commencing with the first shipment made pursuant the Production Agreement. Lessor agrees that no Lease Payments shall be payable for any period prior to the Commencement Date. In addition, the Parties acknowledge that shipments under the Production Agreement are not anticipated to commence until on or about [*]. All Lease Payments and other amounts payable by Lessee to Lessor hereunder shall be paid to Lessor at such address as Lessor may designate in writing to

[*] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Lessee from time to time. Lessee shall have the right to prepay all or part of the unpaid Value and/or unpaid interest from time to time, without premium.

      1.4 Lessee Option to Purchase. Lessee shall have the right to purchase the Leased Assets at any time during and at the end of the Lease Term for an aggregate payment of [*] plus the applicable "Purchase Option Amount" set forth on Schedule 3. Lessee shall also have the right to purchase the Leased Assets for an aggregate payment of [*] upon the termination of the Production Agreement either (a) by Lessor pursuant to Section 10 (a) thereof or (b) by Lessee under Section 10 (b), (c) or (d) thereof.

II. DISCLAIMERS AND WARRANTIES

      2.1 Disclaimers; Warranties. LESSEE LEASES THE LEASED ASSETS AS IS, AND LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN OR CONDITION OF THE EQUIPMENT.

III. LESSEE OBLIGATIONS

      3.1 Net Lease; Payments Unconditional. THIS AGREEMENT IS A NET LEASE, AND ALL COSTS, EXPENSES AND LIABILITIES RELATING TO THE LEASED ASSETS, INCLUDING IN RESPECT OF TAXES, INSURANCE AND MAINTENANCE, SHALL BE BORNE SOLELY BY LESSEE. LESSEE'S OBLIGATION TO PAY ALL LEASE PAYMENTS AND OTHER SUMS HEREUNDER, AND THE RIGHTS OF LESSOR IN AND TO SUCH PAYMENTS, SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, SETOFF (except as provided in Section 16 of the Production Agreement), DEFENSE, COUNTERCLAIM, INTERRUPTION, DEFERMENT OR RECOUPMENT, FOR ANY REASON WHATSOEVER.

      3.2 Use of Leased Assets. Lessee shall use the Leased Assets solely in the conduct of its business, in a manner and for the use contemplated by the manufacturers thereof, and in material compliance with all laws, rules and regulations of every governmental authority having jurisdiction over the Leased Assets or Lessee and with the provisions of all policies of insurance carried by Lessee pursuant to Section 3.6.

      3.3 Maintenance and Repair; Inspection. Lessee shall, at its expense, keep the Equipment in good repair, condition and working order, ordinary wear and tear excepted. Lessor shall be entitled to inspect the Equipment at reasonable times upon reasonable notice.

[*] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

      3.4 Taxes. Lessee shall pay, and hereby indemnifies Lessor on a net, after-tax basis, against, and shall hold it harmless from, all license fees, assessments, and sales, use, property, excise and other taxes and charges, other than those measured by Lessor's net income, now and hereafter imposed by any governmental body or agency upon or with respect to any of the Leased Assets, or the possession, ownership, use or operation thereof. Notwithstanding the foregoing, to the extent required of it by applicable law and in reliance upon Lessee's disclosure of the location of any of the Equipment, Lessor shall file personal property tax returns, and shall pay personal property taxes payable with respect to the Equipment.

      3.5 Loss of Equipment. Lessee assumes the risk that, and shall promptly notify Lessor in writing if, any item of Equipment becomes lost, stolen, damaged or destroyed from any cause whatsoever. Lessee shall repair such equipment or replace such Equipment with equipment of equivalent usefulness and value and such replacement equipment shall become Equipment. Lessee shall be entitled to the proceeds of any recovery in respect of such Equipment from insurance or otherwise.

      3.6 Insurance. Lessee shall obtain and maintain for the Lease Term at its own expense, property damage and liability insurance and insurance against loss or damage to the Equipment as a result of fire, explosion, theft, vandalism and such other risks of loss as are normally maintained on equipment of the type leased hereunder by companies carrying on the business in which Lessee is engaged, in such amounts, in such form and with such insurers as shall be reasonably satisfactory to Lessor. Each insurance policy shall name Lessee as insured and shall provide that it may not be cancelled or altered without at least 30 days' prior written notice thereof being given to Lessor (or 10 days', in the event of non-payment of premium).

      3.7 Prohibitions Related to Lease. Without the prior written consent of Lessor, which consent shall not be unreasonably withheld, Lessee shall not (a) assign, transfer or otherwise dispose of Leased Assets, this Equipment Lease or any rights or obligations hereunder; (b) sublease any of the Leased Assets or permit the Leased Assets to be controlled by any other person; or (c) create or incur, or permit to exist, any security interest, lien or encumbrance with respect to any of the Leased Assets.

      3.8 Lessee Representations. Lessee hereby represents that (a) the execution, delivery and performance of this Equipment Lease have been duly authorized by all necessary corporate action; (b) the person executing this Equipment Lease is duly authorized to do so; and (c) this Equipment Lease constitute the legal, valid and binding obligation of Lessee, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws of general application affecting the rights of creditors and applicable laws and regulations and principles of equity that may restrict the enforcement of certain equitable remedies.

[*] Indicates that information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

      3.9 Lessor representations. Lessor hereby represents that this Equipment Lease constitutes the legal, valid and binding obligation of Lessor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws of general application affecting the rights of creditors and applicable laws and regulations and principles of equity that may restrict the enforcement of certain equitable remedies.

IV. DEFAULT AND REMEDIES