LICENSING AGREEMENT

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                                                                    EXHIBIT 10.1

                               LICENSING AGREEMENT

                                 BY AND BETWEEN

                         WIDMER BROTHERS BREWING COMPANY

                                        AND

                        REDHOOK ALE BREWERY INCORPORATED

                                February 1, 2003

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                               LICENSING AGREEMENT

By:   Widmer Brothers Brewing Company, an Oregon corporation ("Widmer")
     929 N. Russell
     Portland, Oregon 97227

and: Redhook Ale Brewery Incorporated, a Washington corporation ("Redhook")
     14300 NE 145th Street
     Woodinville, Washington 98072

Date: February 1, 2003

          This license agreement ("Agreement") is entered into by and between
Widmer and Redhook as of the date first set forth above.

                                   BACKGROUND

     A. Widmer owns certain recipes, yeast formulas, know-how, brewing
processes, and other trade secrets (collectively, the "Trade Secrets") and
certain trademarks and related goodwill related to its Hefeweizen style
hand-crafted beer (the "Product"). Widmer markets and distributes the Product
throughout the United States.

     B. Redhook has a manufacturing and packaging facility in Portsmouth, New
Hampshire (the "Redhook Facility") and is in the business of manufacturing and
packaging beer products at the Facility.

     C. Widmer and Redhook desire for Redhook to manufacture, bottle, and
package the Product at the Facility and to advertise, market, and distribute the
Product for sale in certain portions of the Eastern United States through the
distribution system established by Anheuser-Busch, Inc. on the terms and
conditions set forth herein.

                                     AGREEMENT

          Based on the mutual promises set forth below and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Widmer and Redhook hereby agree as follows:

     1. Grant of License.

          1.1 Trade Secrets. Upon the terms and conditions hereinafter set
forth, Widmer hereby grants to Redhook, and Redhook hereby accepts, a
non-exclusive, non-transferable license to use the Trade Secrets solely to brew
the Product at the Facility. Redhook may not use the Trade Secrets for any other
purpose. Without limiting the foregoing, Redhook may not use the Trade Secrets
to sell the Product outside the Territory and may not use the Trade Secrets to


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sell any products within the Territory following the expiration or earlier
termination of this Agreement.

          1.2 Trademarks. Upon the terms and conditions hereinafter set forth,
Widmer hereby grants to Redhook, and Redhook hereby accepts, a non-exclusive,
non-transferable sub-license to use the trademarks set forth on Exhibit A,
attached hereto (the "Trademarks"), solely in connection with the packaging,
promotion, sale, and distribution of the Product in those states set forth on
Exhibit B, attached hereto (the "Territory"). All packaging, advertising,
bottling, labeling, or other uses of the Trademarks shall be approved in writing
by Widmer before any use of such Trademark, which approval shall not be
unreasonably withheld, conditioned, or delayed. Redhook may not use the
Trademarks for any other purpose including (without limitation) in connection
with the sale or promotion of any product other than the Product. Without
limiting the foregoing, Redhook may not sell the Product or use the Trademarks
outside the Territory and may not use the Trademarks within the Territory
following the expiration or earlier termination of this Agreement.

          1.3 Good Will. Redhook recognizes the value of the good will
associated with the Trademarks. Redhook agrees that its use of the Trademarks
shall inure to the benefit of Widmer.

          1.4 Exclusive Appointment. Subject to the terms and conditions of this
Agreement, Widmer hereby grants Redhook the exclusive right to manufacture,
bottle, package, and distribute the Product for sale in the Territory. Widmer
will neither distribute nor grant any other person the right to distribute
Product in the Territory. If Redhook has not obtained all licenses and approvals
necessary and commenced selling Product in any state located within the
Territory by the third anniversary date of this Agreement, Widmer may modify the
Territory to eliminate such state from the Territory if (a) Widmer notifies
Redhook of Widmer's intent to modify the Territory to eliminate a state (the
"Elimination Notice") and (b) Redhook fails, within 45 days from the date of the
Elimination Notice, to obtain all necessary licenses to sell the Product in the
state or fails make any sales of Product in such state.

          1.5 Expansion of Territory. The parties acknowledge that they may in
the future determine that is in their mutual benefit to expand the Territory to
include other regions or states. Such expansion may only occur if the parties
agree in writing, which agreement will be subject to each party's sole and
absolute discretion. The foregoing does not give Redhook any rights if Widmer
elects to distribute the Product through other distributors.

     2. Product Quality Control.

          2.1 The objectives of this Section 2 are to assure that (i) the
physical and sensory characteristics of the Product brewed and packaged by
Redhook will be essentially the same as the Hefeweizen beer brewed and packaged
by Widmer in its Portland, Oregon facility and (ii) the Product is free of any
microbiological contamination.

          2.2 Information regarding the process conditions, quality control
procedures, equipment and materials that are required for the Product will be
provided by Widmer (collectively, the "Formula") as part of the Trade Secrets.
Redhook understands and agrees that changes in the Formula may be required by
Widmer from time to time in order to attain such physical and sensory
characteristics.


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          2.3 Redhook shall use all necessary ability, know-how, methods, and
means to brew, handle, package, and store the Product strictly in accordance
with the Formula. No change in the Formula shall be made by Redhook without
Widmer's prior written consent.

           2.4 Widmer shall have the right to inspect and approve the Facility
and equipment used by Redhook to brew, handle, package, and store the Product,
as well as any ingredients, processing aids, and containers used in brewing or
packaging the Product; and to taste samples of the Product at the Facility.
Promptly following the date of this Agreement, Widmer shall have the right to
send to the Facility a qualified technical person(s) employed by Widmer for a
reasonable period of time as determined by Widmer to (a) communicate the Formula
to Redhook, (b) train selected person(s) employed by Redhook to use the Formula,
and (c) test the Product prior to the initial distribution to determine whether
the Product complies with the objectives set forth in Section 2.1. If Widmer
does not approve of the Product within 90 days of the Agreement, Widmer may
terminate this Agreement upon written notice to Redhook. The technical
assistance shall be paid for by Widmer for the initial assistance. For any
additional technical assistance requested by Redhook, Redhook shall pay all
travel and employee costs related to the assistance.

          2.5 Commencing with the first packaging run of the Product at the
Facility, following the initial approval of the Product set forth in Section
2.4, and thereafter at Widmer's request, Redhook shall provide to Widmer in
Portland, Oregon, at Redhook's cost, samples of (a) Product packaged by Redhook
and (b) brewing and packaging materials. Redhook shall bear the cost of shipment
for said samples. If Widmer detects a problem which calls for a more complete
sampling, Redhook shall send samples from one or more of the various stages of
the Product brewing or packaging as Widmer shall request from time to time.
Redhook shall also, at Widmer's request, provide Widmer with the results of
tests and analyses, as requested by Widmer from time to time, which shall
initially include those reports described on Exhibit D, attached hereto. As
appropriate, Widmer will furnish its comments and recommendations to Redhook
with respect to the samples and test results submitted by Redhook, and Redhook
shall follow said comments and recommendations, which may include modifying its
storage, handling, and packaging procedures pursuant to Widmer's request;
provided, that Redhook shall not be required to incur unreasonable amounts of
additional costs (except as otherwise provided in this Agreement or as required
to maintain the Facility in the condition it is in at the time it is approved,
reasonable wear and tear excepted) and provided that if Redhook fails to follow
said comments or recommendations, Widmer may terminate this Agreement upon
notice to Redhook.

          2.6 If Widmer disapproves of the taste of the Product being brewed
and/or packaged by Redhook, it shall so notify Redhook in writing and the
parties shall immediately cooperate with each other in attempting to resolve
such taste problem. The first step shall be a meeting to be held within
seventy-two (72) hours of notification, between a senior brewery official from
each of Widmer and Redhook. Widmer may require Redhook to and Redhook will
immediately suspend shipment of the Product prior to such meeting. Widmer will
provide Redhook with full technical and analytical support to assist Redhook in
identifying the problem and determining the correct procedures for resolving the
same, including, if appropriate, blending with other batches of the Product. If
such efforts do not result in a prompt resolution of the taste problem, Widmer
may require Redhook to recall or destroy such Product, or use such Product in
another mutually agreeable manner. Upon notice to Redhook, Widmer may, at its


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expense, have a representative visit the Facility to suggest changes and to
perform testings of the Product. All costs related to such suspension, recall
and destruction shall be borne by Redhook. Until the problem is resolved,
Redhook shall undertake the complete sampling described in Subsection 2.5, and
only the Product which Widmer has approved shall be packaged and shipped. Such
approval shall be on the basis of taste tests conducted by Widmer
representatives in which samples of the Product in question are compared to
samples previously approved by Widmer. Widmer's determination in such matters
shall be final.

          2.7 If the taste problem described in Subsection 2.6 is not corrected
within ninety (90) days following the date on which Widmer required Redhook to
discontinue packaging and shipping of the Product, then Widmer shall have the
option to terminate this Agreement by giving Redhook notice of such termination.

     3. Brand Management. Redhook will comply with the brand management
guidelines set forth on Exhibit C, attached hereto. Redhook will employ a brand
manager (the "Brand Manager") who will be primarily responsible for ensuring
Redhook's compliance with the brand management guidelines. The initial Brand
Manager is John Moorhead and any replacement Brand Manager shall be a
knowledgeable and experienced beer brand manager with comparable qualifications
as Mr. Moorehead. Redhook shall introduce any replacement brand manager in
advance of employment. Widmer may develop an incentive program to compensate the
Brand Manager for sales of the Product. Redhook will cooperate with Widmer with
respect to such program, including (without limitation) paying bonuses to the
Brand Manager to the extent funded by Widmer.

     4. Royalties.

          4.1 Royalties. Redhook will pay Widmer royalties (collectively
"Royalties") as follows:

               (a)   $1.00 per case for sales of up to 165,360 cases; and

               (b)   $1.25 per case for sales in excess of 165,360 cases.

          4.2 The Royalty rates set forth above shall be adjusted as follows:

               (i)   for purposes of this Section 4.2, "Net Sales Price" equals
                    the weighted average gross wholesale price charged by
                    Redhook for the Product, minus the weighted-average excise
                    taxes, Margins, and discounts. "Margins" are those fees
                    identified as "Margins" payable by Redhook to
                    Anheuser-Busch, Inc. ("ABI") under its Distribution
                    Agreement with ABI. The "Base Net Sales Price" shall be Net
                     Sales Price upon which increases or decreases are computed.
                    The initial Base Net Sales Price shall be the Net Sales
                    Price as of December 31, 2003. Whenever an adjustment is
                    made under this Section 4.2, the Net Sales Price which
                    triggered the increase or decrease shall be the Base Net
                    Sales Price for the next adjustment.


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               (ii) for aggregate increases or decreases in the Net Sales Price
                    after December 31, 2003, which are greater than a 2%
                    increase or decrease over the Base Net Sales Price then in
                    effect, the Royalty Rates will increase or decrease by the
                    same percentage change; provided, however, that in no event
                    will the Royalty Rates decrease below the amounts set forth
                    in Section 4.1 above.

          4.3 The Net Sales Price shall be calculated as of December 31 of each
calendar year and compared to the Net Sales Price as of December 31 of the
immediately preceding year. Any Royalty rate adjustment shall be applied to all
Product delivered in the calendar year immediately following the calendar year
the Net Sales Price increases or decreases by at least 2%.

Example: Assume the following: During the calendar year of 2004, (a) Redhook
sells 100,000 cases of Product in the Territory for a weighted average price of
$[*] per case; (b) the Margin payable to ABI is $[*] per case; and (c) the
weighted average excise tax is $0.30 per case. During the calendar year of 2005,
(x) Redhook sells 100,000 cases of Product in the Territory for a weighted
average price of $[*] per case; (y) the Margin payable to ABI is $[*] per case;
and (z) the weighted average excise tax is $0.50 per case.

               (a) The Net Sales Price in 2004 is equal to the weighted average
price per case ($[*]) minus weighted average excise tax ($0.30), Margin [*], and
discounts ($[*]) = [*]

               (b) The Net Sales Price in 2005 is equal to the weighted average
price per case ($[*]) minus weighted average excise tax ($0.50), Margin [*], and
discounts ($[*]) = [*]

               (c) The Net Sales Price increased from 2004 to 2005 by 2% ([*]).
Because the increase is equal to or greater than 2%, the Royalties will increase
by 2% to (A) $1.02 per case for sales of up to 165,360 cases and (B) $1.28 per
case for sales of over 165, 360. These adjusted Royalty rates would apply to all
cases delivered starting January 1, 2006.

          4.4 Notwithstanding any other provision in this Agreement, Redhook
will pay Widmer no less than the following Royalties regardless of the number of
cases sold:

                (a) In the first calendar year, the minimum Royalties will be an
amount equal to the Royalties that would have been payable by Redhook if it sold
in 2003 eighty percent of the number of cases sold by Widmer in the Territory in
2002 (the "2002 Minimum Royalty").

*     Confidential Treatment Requested

               (b) In each subsequent calendar year, the minimum Royalties will
be the greater of (i) the 2002 Minimum Royalty and (ii) an amount equal to the
Royalties that would have been payable by Redhook if it sold in such calendar
year eighty percent of the number of cases of Product it sold in the Territory
in the immediately preceding calendar year.


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          4.5 Reports. On or before the thirtieth (30th) day of the calendar
month following the end of each calendar quarter, Redhook shall pay to Widmer
Royalties accrued in such calendar quarter. Such payment shall be accompanied by
a report setting forth (a) the aggregate actual sales volume of the Product by
Redhook for such period, (b) the Royalties payable hereunder, and (c) such other
detail as Widmer may reasonably request.

          4.6 Partial Periods. If a period for which Royalties are due is less
than a full calendar quarter or calendar year, then the obligation for such
period shall be adjusted based on the number of days in such period relative to
the number of days in such calendar quarter or calendar year.

          4.7 Books and Records. Redhook shall maintain such books and records
as are necessary to establish the accuracy of the reports submitted under
Section 4.4 for a period of three years from the date of submission of such
reports. For purposes of verifying the accuracy of Royalties paid by Redhook
hereunder, such books and records shall be made available to Widmer during
regular business hours, at the location where such books and records are
normally maintained, for audit by Widmer or its designee. Such audits may be
made once during each six-month period. The costs incurred in connection with
the audit shall be paid by Widmer; provided, however, that Redhook shall pay
such fees and expenses if the audit reveals an underpayment of royalties of more
than five percent in any calendar quarter.

     5. Rights in Trade Secrets and Trademarks.

          5.1 Trade Secrets and Trademarks. Redhook hereby acknowledges Widmer's
right in the Trade Secrets and Trademarks, and will not at any time during the
term of this Agreement or thereafter do or cause to be done any act or thing in
any way impairing or tending to impair such rights. Redhook acknowledges and
agrees that it will not, nor will it assist another party to, dispute Widmer's
rights in the Trade Secrets and Trademarks. Redhook acknowledges that its use of
the Trade Secrets and Trademarks licensed hereunder shall not create any right,
title, or interest in or to the Trade Secrets or Trademarks licensed hereunder
in Redhook. Redhook shall neither sublicense nor authorize nor represent that it
is empowered to sublicense or authorize any other party to use the Trade Secrets
or Trademarks nor in any manner represent that it has any ownership or
sublicensing rights in the Trade Secrets or Trademarks. Redhook agrees to assist
Widmer and execute such documents as Widmer may reasonably request to the extent
necessary to protect any of Widmer's rights in the Trade Secrets and Trademarks.

          5.2 Trademark Registration. Redhook shall neither apply at any time
anywhere in the world for any trademark protection in its name for any of the
Trademarks, nor file any application or other document with any governmental
authority or take any other action which could affect or is inconsistent with
Widmer's rights in the Trademarks, nor aid nor abet any third party in doing so.

          5.3 Notices. Redhook agrees that the Product or Materials shall bear
appropriate proprietary legends or notices as specified by Widmer from time to
time.


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          5.4 Improvements; Ownership. Improvements to the Trade Secrets or the
Trademarks created by either party during the term of this Agreement shall, from
the time of conception or development, be the property of Widmer.

          5.5 Representations and Warranties. Widmer represents and warrants
that (a) it has the right to use the Trade Secrets and Trademarks and (b) it has
the right to license the Trade Secrets and the Trademarks to Redhook as provided
under this Agreement. Widmer shall indemnify and hold Redhook and its
affiliates, successors, and assigns harmless from and against any and all
charges, actions, and proceedings (including investigations) resulting from
Widmer's breach of such representations and warranties.

     6. Infringement.

          6.1 Infringement By Third Parties. Redhook shall notify Widmer
promptly in writing of any suspected infringement or unauthorized use of the
Trade Secrets or Trademarks by third parties that may come to its attention.

          6.2 Infringement By Redhook. Redhook shall notify Widmer promptly in
writing of any and all allegations or claims by others which may come to its
attention that the use of the Trade Secrets or Trademarks infringes or violates
a patent, copyright, trademark, or trade secret, or other proprietary right of
any third party, or violates or is contrary to any applicable law, regulation,
order, consent, or the like. Widmer may, but is not obligated to, procure for
Redhook the right to continue to use the matter which is the subject of the
claim, or to modify the same so that it becomes non-infringing. If Widmer shall
elect, in its sole discretion, to undertake and conduct the defense of any suit,
action, or proceeding arising out of the use by Redhook of the Trade Secrets or
Trademarks, Redhook shall cooperate in such defense provided Widmer shall pay
any out-of-pocket expenses incurred by Redhook in connection therewith. No
settlement of any such claim or suit shall be made without the prior written
consent of Widmer.

     7. Compliance with Law.

          7.1 Facility. Redhook represents and warrants that the Facility and
manufacturing practices comply with, and will continue to comply with all
applicable laws, ordinances, regulations, and health and safety standards of all
applicable regulatory bodies. Widmer represents