EMPLOYMENT AGREEMENT

THIS AGREEMENT , dated as of the 1 ^st day of December, 2007, is made and entered into by and between Golden West Brewing Company, Inc., a Delaware corporation ("Company") and Mark Simpson ("Employee").  For the definition of certain terms used in this Agreement, see Section 6 below.

The Company and Employee agree as follows:

Section 1.   Employment .

1.1

Engagement .  The Company will employ Employee, and Employee will accept employment, as an Employee of Company for the Term, subject to and in accordance with the provisions of this Agreement.

1.2

Duties .  During the Term, Employee will serve Company in the capacity of President or such other capacity as may be designated by the Board, or C.E.O.  Employee's duties as an Employee of Company include all of the duties normally associated with such capacity.  Employee's duties will also include such other activities, responsibilities and duties as may reasonably be assigned from time to time by the C.E.O. or the Board.  If Employee is elected or appointed by the Board as an officer or other position with Company, Employee will perform the duties of such position as described in the Company's bylaws or as determined from time to time by the Board.

1.3

Attention and Effort .  During normal business hours, for such periods of time as may be necessary to discharge the duties of President of the Company, Employee will devote Employee's best efforts,  productive time, ability and attention to the business of Company.  For such periods of time as there are no specific projects assigned to Employee, Employee shall only be required to devote such time, effort and attention to the affairs of the Company as may from time to time be requested by the CEO or Board, subject to the agreement of Employee.  Further, during the Term, Employee will not, without Company's prior written consent, directly or indirectly engage in any employment, consulting or other activity which would interfere or conflict with the performance of Employee's duties or obligations to Company or which would directly or indirectly compete with Company.

Section 2   Compensation .

2.1

Base Salary .  During the Term, Company will not pay Employee a base salary.

2.2

Incentive Compensation .   Employee may be entitled to receive such bonuses and other compensation as may be determined by the Board or the C.E.O. ( e.g. , pursuant to such bonus, stock and other incentive compensation plans as may be adopted and maintained by Company during the Term).

1

---

2.3

Restricted Stock Awards .  As his sole compensation as President, the Company shall grant and issue to Employee Restricted Stock Awards (the “Awards”) under and pursuant to the Company’s 2006 Equity Incentive Plan (the “Plan”) in accordance with the following schedule:

Grant Date

Number of Shares

April 1, 2008

4,000 shares

July 1, 2008

3,000 shares

October 1, 2008

3,000 shares

January 1, 2009

3,000 shares

In connection with issuing the Awards, the Company and Employee shall execute and deliver a Restricted Stock Award Agreement substantially in the form of Exhibit 2.3 hereto. All Awards shall be subject to Employee continuing to be employed by the Company on each grant date.  

Employee acknowledges that the Awards when issued shall constitute compensation for US tax purposes. Should the Company determine that it has an obligation to withhold payroll taxes under applicable federal or state laws or regulations with respect to the Awards, the Employee consents to the Company reducing the amount of each Award by a number of shares which, when multiplied by the fair market value thereof, equal the amount of payroll taxes that the Company is obligated to withhold and pay to the taxing authorities. Alternatively, the Employee shall have the right to pay to the Company the full amount of any payroll tax withholding obligation in lieu of the Company retaining a portion of the Award shares. For the purposes hereof, the parties agree that the fair market value of the Award shares shall be determined by using the Volume Weighted Average Price of the shares of common stock on the over-the-counter market for the five trading days immediately preceding the respective Award grant dates.  All shares underlying the Awards shall be “restricted securities” within the meaning of the Securities Act of 1933, as amended.

2.4.

Benefits .  During the Term, Employee will not be entitled to participate in  fringe benefit programs (e.g. , medical, dental, disability, life insurance and vacation programs) provided from time to time by the Board or any person or committee appointed by the Board to determine fringe benefit programs.

2.5.

Expenses .  During the Term, Company will reimburse Employee for reasonable out-of-pocket expenses incurred by Employee in performance of service for Company under this Agreement ( e.g. , transportation, lodging and food expenses incurred while traveling on Company business), all subject to such policies and other requirements as Company may from time to time establish for its Employees generally.

2.6.

Withholding and Offset .  Payment of the base salary and any other amounts to Employee will be subject to such withholding and offset as may be provided by applicable law ( e.g. , for income tax purposes) or consented to by Employee.

2.7.

Indemnification .  Subject to applicable law, the Company shall indemnify and hold Employee harmless from any and all loss, judgments or claims Employee may suffer in the

2

---

proper discharge of Employee's duties hereunder, including, but not limited to attorney's fees and court costs.

Section 3   Term and Termination .

3.1

Commencement .  The Term will commence on the date of this Agreement.

3.2

Termination .  The Term will terminate upon the first of the following to occur:  (a) Company's termination of Employee's Employment for Cause pursuant to paragraph 3.3; (b) Company's termination of Employee's employment without Cause pursuant to paragraph 3.4; (c) Employee resigns from employment as an Employee of Company pursuant to paragraph 3.5; (d) Employee terminates his employment for Cause pursuant to paragraph 3.6; (e) the death of Employee; or (f) the disability of Employee resulting from injury, illness or disease, whether of a mental or physical nature, which substantially impairs or prevents the ability of Employee to satisfactorily perform Employee's duties and obligations under this Agreement for a period of 90 days; (g) the Change in Control of the Company or (h) December 31, 2008.  If the Employee is terminated, the Employee shall be entitled to no additional compensation under Section 2 herein.  

3.3

Termination for Cause .  Company may at any time terminate Employee's employment for Cause without prior notice.

3.4

Termination Without Cause .  Company may at any time terminate Employee's employment with or without Cause by giving Employee notice of the same at least five (5) days prior to the effective date of such termination.

3.5

Resignation .  Employee may at any time resign from employment with Company by giving Company notice of thirty (30) days prior to the effective date of such termination.

3.6

Termination For Cause By Employee .  Employee may at any time terminate Employee's employment for Cause without prior notice.

3.7

Termination Due to Change in Control .  Employee may terminate Employee's employment due to a Change in Control without prior notice.

3.8

Return of Company Property .  Upon termination of the Term, Employee will deliver to Company any and all property of Company which is in Employee's possession or control (including, but not limited to, any and all Materials).

3.9

Survival .  Sections 4 and 5, together with all other provisions of this Agreement that may reasonably be interpreted or construed to survive any termination of the Term, will survive any termination of the Term.

Section 4

   Confidentiality .

4.1

Confidential Information .  In the course of Employee's employment with Company, Employee will have access to certain Confidential Information.  Employee will use and

3

---

disclose Confidential Information solely for the purposes for which it is provided and will take reasonable precautions to prevent any unauthorized use or disclosure of the same.  Employee will not use or disclose any Confidential Information (a) other than as required in the course of Employee's employment with Company, (b) for Employee's own personal gain, or (c) in any manner contrary to the best interests of Company.

4.2

Proprietary Information of Others .  Employee will not use in the course of Employee's employment with Company, or disclose or otherwise make available to Company any information, documents or other items which Employee may have received from any other person ( e.g. , a prior employer) and which Employee is prohibited from so using, disclosing or making available ( e.g. , by reason of any contract, court order, law or obligation by which Employee is bound).

4.3

Work Product .  All Work Product which Employee conceives, develops or first reduces to practice, either alone or with others, during the Term will be the sole and exclusive property of Company, together with any and all related Intellectual Property Rights.  The foregoing applies to all Work Product which relates to Employee's performance of services under this Agreement, Company's Field of Business or Company's actual or demonstrably anticipated research or development and whether or not such Work Products are conceived, developed or first reduced to practice during normal business hours or with the use of any equipment, supplies, facilities, personnel, Confidential Information or other resource of Company.

4.4

Disclosure and Protection of Work Products .  Employee will disclose all Work Products described in paragraph 4.3 to Company, promptly and in writing.  At Company's request and at Company's expense, Employee will assist Company or its designee in efforts to protect such Work Products.  Such assistance may include, but is not necessarily limited to, the following:  (a) making application in the United States and in foreign countries for a patent or copyright on any Work Products specified by Company; (b) executing documents of assignment to Company or its designee of all Employee's right, title and interest in and to any Work Product and related Intellectual Property Rights; and (c) taking such additional action (including, but not limited to, the execution and delivery of documents) to perfect, evidence or vest in Company or its designee all rights, title and interest in and to any Work Product and any related Intellectual Property Right.

4.5

Materials .  All Materials and related Intellectual Property Rights will be the sole and exclusive property of Company, whether or not such Materials are marked with any Intellectual Property Right notice of Company or Employee.  All such Materials authored, made, conceived or developed by Employee or made available to Employee (or any copies or extracts thereof) will be held by Employee in trust solely for the benefit of Company.  Employee will use such Materials only as required in the course of Employee's employment with Company or as otherwise authorized in writing by Company.

4.6

Notice .  This Agreement does not apply to any invention for which no equipment, supplies, facility or trade secret information of Company was used, and which was developed entirely on Employee's own time, unless:  (a) the invention relates (i) directly to the Company or (ii) to Company's actual or demonstrable anticipated research or development; or (b) the invention results from any work performed by Employee for Company.

4

---

Section 5.   Noncompetition and Nonsolicitation .

5.1

Noncompetition .  During the Term and for a period of two (2) years after the end of the Term, Employee will not directly or indirectly be employed by, own, manage, operate, join, control or participate in the ownership, management, operation or control of or be connected with any business activity which is within Company's Field of Business within a radius of 500 miles from any geographical territory or location where the Company transacts business or markets and distributes its products.  For purposes of the foregoing, Employee will be deemed to be connected with such business if the business is carried on by:  (a) a partnership in which the Employee is general or limited partner; (b) a corporation of which Employee is a shareholder(other than a shareholder owning less than 5% of the total outstanding shares of the corporation), officer, or director; or is an employee, consultant, agent, member or other representative.

5.2

Nonsolicitation .  During the Term and for a period of one (1) year after the end of the Term, Employee will not directly or indirectly solicit or entice any of the following to cease, terminate or reduce any relationship with Company or to divert any business from Company;  (a) any employee, consultant or representative of Company; (b) any contractor or supplier of Company; (c) any customer or client of Company; or (d) any prospective customer or client from which Employee solicited business within the last year of the Term.  Further, Employee will not directly or indirectly disclose the names, dresses, telephone numbers, compensation, or arrangements between Company and any person or entity described in (a), (b) or (c) above to any competitor of Company.

Section 6.   Definitions .

Whenever used in this Agreement with initial letters capitalized, the following terms will have the following specified meanings:

6.1

" Board " means Company's Board of Directors.

6.2

" Cause " for purposes of paragraph 3.3, shall include the occurrence of any of the following:

a.

The Employee commits a material breach of the terms of this Agreement, which shall remain uncured for a period of thirty (30) days after written notice by the Company of such breach.

b.

The Employee is shown to have engaged in any act of dishonesty detrimental to the Company, or fraud upon the Corporation, any of its affiliated companies, or any of its customers or clients;

c.

The Employee fails to devote his full time, attention and efforts to the business and affairs of the Corporation or its affiliated companies which condition remains uncured for a period of thirty (30) days after written notice by the Company; or

5

---

d.

The Employee has been grossly negligent in the performance of his employment duties or responsibilities which condition remains uncured for a period of thirty (30) days after written notice by the Company.

6.3

" Cause ," for purposes of paragraph 3.6, shall include the occurrence of any of the following:

a.

The breach or violation by the Company of the any of the material terms of this Agreement, which shall remain uncured for a period of thirty (30) days of written notice by Employee of such breach;

b.

Any significant change in position, duties and responsibilities of Employee to which the Employee does not consent;

c.

Any move of the Company or its principal officers resulting in or any other requirement that the Employee, without his consent, change his principal residence.

d.

The Company has shown to have engaged in any active material dishonesty or fraud upon the Employee.

e.

There shall occur a Change of Control of the Company.

6.4.

" Change of Control " means any transaction of the Company involving (i) the merger or consolidation of the Company into or with another entity where the Company's shareholders receive less than 50% of the outstanding voting securities of the new or continuing entity, (ii) the sale of all or substantially all of the Company's assets, (iii) any person not already a stockholder of the Company becoming a beneficial owner, directly or indirectly, of the securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities, (iv) a change in the majority of the Board of Directors of the Company, or (v) the Company terminating its business or liquidating its assets.

6.5

" C.E.O. " means Company's Chief Executive Officer.

6.6

" Company's Field of Business " means any of the fields of the Company's business.  On the date of the Agreement, Company's Field of Business includes, but is not necessarily limited to, the following: the manufacture, sale and marketing of organic and natural beverages.

6.7

" Confidential Information " means any information that is confidential, proprietary or trade secret information of Company or any of its customer or clients or any other information the use of disclosure of which by Company is prohibited or restricted ( e.g. , by reason of any contract, court order, law or other obligation by which Company is bound).  "Confidential Information" may include, but is not necessarily limited to, technology, computer programs, business plans, marketing plans, information as to existing or future products or services of Company, financial projections, unpublished works of original authorship, customer lists, financial information, and trade secrets.

6

---

Notwithstanding the foregoing, the restrictions on disclosure and use of information and materials as set forth in Section 4 shall not apply to the following, and the following is not confidential or proprietary information:  (1) any information or materials which were generally available to the public at the time made available to Employee by the Company; (2) any information or materials which become, without breach of Section 4 and through no fault of Employee, generally available to the public; (3) any information or materials which Employee has received from other sources prior to the date of this Agreement, subject to no restrictions on disclosure applicable to Employee; and (4) any information or materials which Employee at any time lawfully obtains from a third party who is not under any obligation of secrecy or confidentiality to the Company, under circumstances permitting disclosure by Employee to others without restriction.

6.8

" Intellectual Property Right " means any patent, copyright, trade secret, trade name, trademark or other intellectual property right.

6.9

" Materials " means hardware, software, programs, manuals, drawings, designs, articles, writings, data, notes, memorandum, manuscripts, notebooks, proposals, work plans, interim and final reports, project files, client contract records and other tangible manifestations of any Confidential Information or Work Products.

6.10

" President " means Company's President.

6.11

"Term" means the term of Employee's employment as an Employee of Company pursuant to this Agreement.

6.12

"Work Product" means any invention, discovery, concept or idea (including, but not necessarily limited to, hardware, software programs, or processes, techniques, know-how, methods, systems, improvements, analytical reports, and other developments).

Section 7.   Miscellaneous .

7.1

Compliance with Laws .  In the performance of this Agreement, each party will comply with all applicable laws, regulations, rules, orders and other requirements of governmental authorities having jurisdiction.

7.2

Equitable Relief .  Employee acknowledges that:  the provisions of Sections 4 and 5 are essential to Company; Company would not enter into this Agreement if it did not include such provisions; the damages sustained by Company as a result of any breach of such provisions cannot be adequately remedied by damages; and, in addition to any other right or remedy that Company may have ( e.g. , under this Agreement, by law or otherwise), Company will be entitled to injunctive and other equitable relief to prevent or curtail any breach of any such provisions.

7.3

Nonwaiver .  The failure of either party to insist upon or enforce strict performance by the other of any provision of this Agreement or to exercise any right, remedy or provision of this Agreement will not be interpreted or construed as a waiver or relinquishment to any extent of such party's right to consent or rely upon the same in that or any other instance; rather, the same will be and remain in full force and effect.

7

---

7.4

Entire Agreement .  This Agreement constitutes the Entire Agreement, and supersedes any and all prior Agreements, between Company and Employee.  No amendment, modification or waiver of any of the provisions of this Agreement will be valid unless set forth in a written instrument signed by the party to be bound thereby.

7.5

Applicable Law .  This Agreement will be interpreted, construed and enforced in all respects in accordance with the local laws of the State of California, without reference to its choice of law rules.

7.6

Attorneys Fees .  In the event that either party consults or retains an attorney to enforce the terms of this Agreement, the prevailing party in any such dispute or litigation shall be entitled to recover from the other party its reasonable attorneys fees and costs incurred.

7.7

Severability .  If any of the provisions of this Agreement are held to be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable to the extent permitted by law.

Company :

GOLDEN WEST BREWING COMPANY, INC.

a Delaware corporation

By:   /s/ John C. Power

Its: President

Employee :

MARK SIMPSON

/s/ Mark Simpson

8

CONSULTATION AGREEMENT

THIS AGREEMENT is executed and made effective this 1st day of December, 2007,  between Golden West Brewing Company, a California corporation doing business as Butte Creek Brewing Company (the "Company"), and Artisan Food and Beverage Group, Inc. ("Consultant").

WITNESSETH

WHEREAS, the Company desires to retain the services of Consultant as more fully described below:

NOW THEREFORE, in consideration of the mutual covenants, agreements and provisions contained in this Agreement, the parties agree as follows:

1.

Consultation .

The Company hereby retains the services of Consultant, as an independent contractor, which retention is accepted and agreed to be performed by Consultant, subject to and upon the terms and conditions hereinbelow set forth.

2.

Term .

The term of this Agreement shall begin on the day and year first above written, and, unless earlier terminated by the Company or Consultant as herein provided, shall terminate on December 31, 2008, and thereafter, if extended or renewed by written agreement of the parties, upon thirty (30) days' written notice given by either party to the other.  Upon the termination of this Agreement, the retention and agency, and Consultant's independent contractor status, shall end, unless a new, separate written agreement shall have been executed by all parties.  In any event, Sections 8, 12 through 15 shall survive any termination of this Agreement.

3.

Consultant's Status .

It is understood and agreed that Consultant shall be at all times and for all purposes hereunder an independent contractor to the Company and under no circumstances shall be deemed an employee, partner or joint venturer of or with the Company.  Consultant agrees that he shall not directly or indirectly imply or represent to others, or permit another to imply or represent to others that Consultant has any authority to act for, represent or bind the Company in any matter by virtue of this Agreement.  Consultant expressly agrees to indemnify and hold harmless the Company for any damages which may be sustained by the Company as a result of or arising out of any breach of the covenants set forth in this Section 3.

4.

Services of Consultant .

4.1.

Upon the request of the Company, Consultant shall consult with and advise the Company with respect to matters concerning:  

4.1.1

The development and implementation of the Company’s strategic growth plan; and

---

4.1.2

Perform such other services and provide such other assistance as the Company's CEO or Board of Directors may reasonably request.

4.2

The Company agrees that during the term of this Agreement, Consultant shall provide 45% of full time equivalent, or 105 work days per calendar year, of service (“Minimum Service”) unless the Company requests and the Consultant otherwise specifically agrees to additional service.  

4.3.

In performing hereunder, Consultant may, but need not, use the facilities or resources of the Company.  Consultant shall be solely and exclusively responsible for determining when, where, how and by whom the services are to be performed hereunder, subject only to such matters as may be specifically addressed in written communications from the Company. Notwithstanding the foregoing, Consultant agrees that its services shall be performed by Mark Simpson unless otherwise agreed by the Company.

4.4.

Consultant agrees to exercise its best efforts, skill and diligence in the performance of its services hereunder and shall perform all services in a good and workmanlike fashion.

4.5.

Consultant shall keep accurate records showing the quantity and date of time devoted to the services provided for herein and a description thereof, and shall present such records to the Company on request.

5.

Compensation .

5.1.

The Consultant shall be promptly reimbursed for all reasonable and necessary business expenses incurred by the Consultant in connection with its rendering of services hereunder to the Company; provided, however, that such expenses require the prior approval of the CEO of the Company and provided further that the Consultant shall only be reimbursed for such expenses as to which it presents the Company with receipts or other reasonable substantiation thereof.

5.2.

For the Minimum Service to be rendered by Consultant pursuant to this Agreement, Consultant shall be paid as compensation the sum of $4,500 per month.  For mutually agreed upon service in excess of the Minimum Service, Consultant shall be paid a fee of $100 per hour or $750 per diem, whichever is less, unless otherwise agreed by the parties. Consultant shall submit invoices on the first day of each month during the Term setting forth the quantity and date of all time devoted to services hereunder, which invoices shall be payable within five (5) business days following their submission.  Any invoice not paid within ten (10) business days following submission shall bear interest at the rate of one-half percent (½%) per month on the outstanding balance until paid in full.

5.3.

The Consultant shall pay all applicable taxes which are assessed against it as a result of its receipt of compensation under this Agreement, including, without limitation, all federal and state income taxes, and the Company shall not withhold any such taxes from the compensation paid to the Consultant.  Consultant agrees to indemnify and hold harmless the Company, together with its officers and directors, with respect to any such taxes or other assessments which may be due and payable as a result of the payment or receipt of compensation hereunder.

2

---

6.

Scope of Authority and Indemnification .

Consultant acknowledges and agrees that the scope of its authority hereunder shall be expressly defined and limited herein.  Consultant shall make no statement, warranty or representation which purports in any way to be on behalf of or binding upon the Company and hereby acknowledges that it lacks any authority whatsoever, either express, apparent or implied, to do so.  The Company shall not be bound by or liable for any statement, warranty or representation made by the Consultant to any third person or party and consultant, for itself, its officers, directors, stockholders, agents and employees, hereby agrees to indemnify and hold harmless the Company for any liability which may arise or be claimed against the Company by virtue of Consultant's breach of this Agreement.

7.

Company's Cooperation and Warranties .

For the purpose of this Agreement, the Company agrees that it shall cooperate fully with any and all reasonable requests of Consultant and shall provide Consultant with such information concerning the Company as Consultant may reasonably require in connection with his services hereunder. The Company warrants and represents to the Consultant that any information provided by it to Consultant shall be true and accurate in every material respect and shall not contain any omissions which, when taken together with information disclosed, will render such disclosed information inaccurate or materially misleading.

8.

Indemnification

8.1

The Company shall indemnify and hold Consultant and its representatives and agents (including his attorneys and advisors) (together, the "Consultant Indemnified Parties), harmless against any and all liabilities, claims and lawsuits, including any and all awards and/or judgments to which they may become subject under the Securities Act or any other federal or state statute, or at common law or otherwise, insofar as said liabilities, claims and lawsuits (including awards and/or judgments) arise out of or are in connection with this Agreement, except to the extent such liabilities, claims and lawsuits are due primarily to Consultant's negligence or misconduct.  In addition, the Company shall also indemnify and hold the Consultant Indemnified Parties harmless against any and all costs and expenses, including reasonable legal fees incurred or related to the foregoing.

8.2

Consultant shall indemnify and hold the Company and each of its officers, directors, employees, representative, agents (including its attorneys and advisors), sureties, guarantors, and each person who controls the Company within the meaning of Section 15 of the Securities and Exchange Act of 1934 (together, the "Company Indemnified Parties"), harmless against any and all liabilities, claims and lawsuits, including any and all awards and/or judgments to which they may become subject under any federal or state statute, or at common law or otherwise, insofar as said liabilities, claims and lawsuits (including awards and/or judgments) arise out of or are in connection with this Agreement, except to the extent such liabilities, claims and lawsuits are due primarily to the Company's negligence or misconduct.  In addition, Consultant shall also indemnify and hold the Company Indemnified Parties harmless against any and all costs and expenses, including reasonable legal fees incurred or related to the foregoing.

8.3

Consultant acknowledges and agrees that the scope of its authority hereunder shall be expressly defined and limited herein.  Consultant shall make no statement, warranty or representation which purports in any way to be on behalf of or binding upon the Company and hereby acknowledges that he lacks any authority whatsoever, either express, apparent or implied, to

3

---

do so.  The Company shall not be bound by or liable for any statement, warranty or representation made by the Consultant to any third person or party and Consultant, for itself, its officers, directors, stockholders, agents and employees, hereby agrees to indemnify and hold harmless the Company for any liability which may arise or be claimed against the Company by virtue of Consultant's breach of this Agreement.

8.4

The Company agrees to indemnify and hold harmless Consultant from any liability which may arise against Consultant which is based upon any false or materially misleading statement of fact contained in any financial information or other document provided by the Company to the Consultant pursuant to this Agreement pertaining to the Company, its financial condition or operations.

8.5

The indemnified party shall give the other party prompt notice of any such liability, claims or lawsuit which it contends is the subject matter of such party's right to indemnification hereunder and the other party thereupon shall be granted the right to take any and all necessary and proper action, at its sole cost and expense, with respect to such liability, claim or lawsuit, excepting therefrom any and all proceeds or hearings before any regulatory bodies and/or authorities.

9.

Termination .  

9.1.

During the initial term of this Agreement, Consultant may terminate this Agreement without cause or for cause upon 90 days’ written notice. For the purposes of this Section 9.1, the term "cause" shall include the occurrence of any of the following:

9.1.1 .

The breach or violation by the Company of any of the terms of this Agreement;

9.2

In the event of an occurrence described in subsections 9.1.1 above, the Consultant shall serve written notice of such event upon the Company, setting forth in detail the circumstances which the Consultant has determined constitutes "cause" within any of those definitions.  In the event the Company should remedy or otherwise cure the facts constituting the cause relied upon by the Consultant within thirty (30) days after such written notice, such fact or circumstance shall not be deemed to constitute "cause" for which engagement can be terminated within the meaning of Section 9.1 above.

9.3 .

During the period of consultation, the Company may terminate this Agreement for cause and upon 90 days written notice and opportunity to cure being given to Consultant. For the purpose of this Section 9.3, the term "cause" shall include the occurrence of any of the following:

9.3.1

Consultant breaches or violates any of the terms of this Agreement;

9.3.2 .

Consultant is convicted of any felony or is shown to have engaged in any act of dishonesty or fraud upon the Corporation, any of its affiliated companies, or any of its customers or clients;

9.3.3 .

Consultant has been grossly negligent in the performance of its employment duties or responsibilities.

4

---

9.4 .

During the initial period of consultation, the Company may terminate this Agreement without cause upon ninety (90) days' prior written notice. After the initial term, the Company may terminate this Agreement without cause upon thirty (30) days’ prior written notice.

9.5 .

This Agreement shall also terminate upon the insolvency, bankruptcy, dissolution, or liquidation of the Company or cessation of business by the Company for at least thirty (30) consecutive days.

10.

Termination Payments .   In the event of a Termination of this Agreement, the Company shall pay to the Consultant an amount equal to (i) any and all outstanding and unpaid fees charged by Consultant to the Company under this Agreement for the period of time beginning on the commencement date of this Agreement and ending on the termination date, and (ii) all unreimbursed expenses incurred by Consultant and approved by the Company.

11.

Performance and Other Engagements .

Throughout the term of this Agreement, it is understood that Consultant will only provide services to the Company on a part-time basis and, subject to the provisions concerning competition hereinbelow set forth, may perform the same or similar services for other persons or entities not inconsistent with his undertakings hereunder.

12.

Confidentiality .

Consultant covenants with the Company that all information concerning its methods, processes, plans of acquisition, research, markets, plans, strategies, distributors, dealers, customers, clients and vendors collectively are and constitute the trade secrets and confidential proprietary information of the Company.  Consultant covenants and agrees that he will not (except as required in the course of its services for the Company), during the term of this Agreement or thereafter, communicate or divulge to, or use for the benefit of itself or any other person, firm, association, or corporation, without the consent of the Company, any trade secrets or confidential and proprietary information of the Company or other confidential matters possessed, owned, or used by the Company that may be communicated to, acquired by, or learned of by its in the course of or as a result of its services for the Company.  All records, disks, tapes, stored information on any medium, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, documents, equipment, and the like, relating to the business of the Company, which Consultant shall use or prepare or come into contact with, shall remain the sole property of the Company, and upon termination of this Agreement, shall, together with all copies in the possession of Consultant, be delivered to the Company.

Notwithstanding the foregoing, the restrictions on disclosure and use of information and materials as set forth in this Section 12 shall not apply to the following, and the following is not confidential or proprietary information:  (1) any information or materials which were generally available to the public at the time made available to Consultant by the Company; (2) any information or materials which become, without breach of this Section 12 and through no fault of Consultant, generally available to the public; (3) any information or materials which Consultant has received from other sources prior to the date of this Agreement, subject to no restrictions on disclosure applicable to Consultant; and (4) any information or materials which Consultant at any time lawfully obtains from a third party who is not under any obligation of secrecy or confidentiality to the Company, under circumstances permitting disclosure by Consultant to others without restriction.

13.

Non-Interference with Employees .

5

---

13.1.

Consultant covenants with the Company that employees of or consultants to the Company and employees of and consultants to firms, corporations or entities affiliated with the Company have, of necessity, been exposed to and have acquired certain knowledge, understandings, and know-how concerning the Company's business operations which is confidential information and proprietary to the Company.

13.2.

In order to protect the Company's confidential information and to promote and insure the continuity of the Company's contractual relations with its employees and consultants, Consultant covenants and agrees that for the term of this Agreement, and for a period of 12 months from the date this Agreement terminates, he will not directly or indirectly, or permit or encourage others to directly or indirectly (i) interfere in any manner whatsoever with the Company's contractual or other relations with any or all of its employees or consultants, or (ii) induce or attempt to induce any employee or consultant to the Company to cease performing services for or on behalf of the Company.

13.3.

In the event any court of competent jurisdiction determines or holds that all or any portion of the covenants contained in this Section 13 are unlawful, invalid, or unenforceable for any reasons, then the parties hereto agree to modify the provisions of this Section 13 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.

14.

Clients and Customers .

14.1.

Consultant covenants with the Company that the clients and customers of the Company, both actual and contemplated, constitute actual and prospective business relationships which are proprietary to the Company and comprise, in part, the Company's confidential information and trade secrets.

14.2.

In order to protect the Company's proprietary rights and to promote and ensure the continuity of the Company's contractual relations with its customers and clients, Consultant covenants and agrees that for the term of this Agreement, and for a period of 12 months from the date this Agreement terminates, he will not directly or indirectly, or permit or encourage others to directly or indirectly (i) interfere in any manner whatsoever with the Company's contractual or prospective relations with any clients or customers, or (ii) induce or attempt to induce any client or customer of the Company to cease doing business with the Company, or (iii) solicit, offer to retain, or retain, or in any other manner engage or enter into any business or other arrangement with any of the Company's customers or clients to provide any services or products to any of such customers or clients as they may from time to time exist or be constituted, except and unless such arrangement for the provision of products or services is not in any way competitive with the products or services actually provided by the Company to its clients or customers or proposed to be provided by the Company to its clients or customers.

14.3.

In the event any court of competent jurisdiction determines or holds that all or any portions of the covenants contained in this Section 14 are unlawful, invalid or unenforceable for any reason, then the parties hereto agree to modify the provisions of this Section 14 if and only to the extent necessary to render the covenants herein contained enforceable and otherwise in conformance with all legal requirements.

6

---

15.

Work Product

15.1

All trade secrets, know-how, confidential information, copyrightable material, inventions, discoveries, and improvements, including computer programs (their structure, sequence, organization, coherence, look and feel), whether patentable or unpatentable, copyrightable or uncopyrightable, made, devised, discovered or reduced to practice by the Consultant, whether by himself or jointly with others, from the time of becoming a consultant of the Corporation until the termination of that status, that relate to the business of the Company shall be deemed work for hire and shall be promptly disclosed in writing to the Corporation and are to redound to the benefit of the Corporation and become and remain its sole and exclusive property.

15.2

By executing this Agreement, Consultant hereby transfers and assigns to the Corporation, or persons, firms or corporations designated by the Corporation, any or all of Consultant's rights, title and interest in and to any and all developments, inventions, computer programs, discoveries, improvements, processes, devices, copyrights, patents and patent applications therefore, and to execute at any and all times any and all instruments and do any and all acts necessary or which the Corporation may deem desirable in connection with conveying, transferring and assigning Consultant's entire right, title and interest in and to any inventions, discoveries, improvements, computer programs, processes, devices, copyrights, patent applications therefore or patents thereon in any way related to the technology or trade secrets developed, discovered or reduced to practice by Consultant during the term of this Agreement, it being the express understanding and agreement of the parties that any and all future developments, inventions and discoveries of Consultant during the term hereof shall be the property of the Corporation, or its assigns.

16.

Affiliates of Consultant .

Consultant agrees that the Covenants set forth in Sections 8, 12, 13, 14 and 15 of this Agreement are applicable to and binding upon any and all of Consultant's officers, directors, shareholders, agents, and employees (hereafter "Affiliates").  Consultant agrees that he will not permit any Affiliate to perform services hereunder nor permit the disclosure of any the Company trade secret, proprietary or confidential information to any Affiliate until and unless such Affiliate agrees in writing to be bound by the terms and conditions of Sections 8, 12, 13, 14 and 15 of this Agreement.

17.

Attorneys' Fees .

In the event there is any litigation or arbitration between the parties concerning this Agreement, the successful party shall be awarded reasonable attorneys' fees and litigation or arbitration costs, including the attorneys' fees and costs incurred in the collection of any judgment.

18.

Notices .

All notices required or permitted hereunder shall be sufficient if delivered personally or mailed to the parties at the address set forth below or at such other address as either party may designate in writing from time to time.  Any notice by mailing shall be effective 48 hours after it has been deposited in the United States certified mail, return receipt requested, duly addressed and with postage prepaid.

7

---

19.

Partial Invalidity .

If any provisions of this Agreement are in violation of any statute or rule of law of any state or district in which it may be sought to be enforced, then such provisions shall be deemed null and void only to the extent that they may be in violation thereof, but without invalidating the remaining provisions.

20.

Binding Effect .

This Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their heirs, personal representatives, successors and assigns.

21.

Waiver .

No waiver of any breach of any one of the agreements, terms, conditions or covenants of this Agreement by the Company shall be deemed to imply or constitute a waiver of any other agreement, term, condition or covenants of this Agreement.  The failure of either party to insist on strict performance of any agreement, term, condition or covenant, herein set forth, shall not constitute or become construed as a waiver of the rights of either or the other thereafter to enforce any other default of such agreement, term, condition or covenant; neither shall such failure to insist upon strict performance be deemed sufficient grounds to enable either party hereto to forego or subvert or otherwise disregard any other agreement, term, condition or covenants of this Agreement.

22.

Governing Law .

This Agreement and the rights and duties of the parties shall be construed enforced in accordance with the laws of the State of California.

23.

Fax/Counterparts .

This Agreement may be executed by telex, telecopy or other facsimile transmission, and such facsimile transmission shall be valid and binding to the same extent as if it were an original.  Further, this Agreement may be signed in one or more counterparts, all of which when taken together shall constitute the same document.

24.

Entire Agreement .

This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof.  There are no representations, warranties, conditions or obligations except as herein specifically provided.  Any amendment or modification hereof must be in writing.

8

---

IN WITNESS WHEREOF , the parties to this Agreement have duly executed effective on the day and year first above written.

GOLDEN WEST BREWING COMPANY

December 4, 2007

By: /s/ John C. Power____________________

John C. Power, CEO

ARTISAN FOOD AND BEVERAGE GROUP, INC.

By: /s/ Mark Simpson

Mark Simpson, Principal

9