EXHIBIT 10.47



[ * ] DENOTES EXPURGATED INFORMATION



                              PRODUCTION AGREEMENT

                                     BETWEEN

                       SAMUEL ADAMS BREWERY COMPANY, LTD.

                                       AND

                         BROWN-FORMAN DISTILLERY COMPANY



      THIS AGREEMENT ("Agreement"), effective as of the 11th day of April, 2005

(the "Effective Date"), by and between Samuel Adams Brewery Company, Ltd., an

Ohio limited liability company with a principal place of business at 1625

Central Parkway, Cincinnati, OH 45214 ("SABC"), and Brown-Forman Distillery

Company, a division of Brown-Forman Corporation, a Delaware corporation with a

principal place of business at 850 Dixie Highway, Louisville, KY 40210

("Brown-Forman").



      WHEREAS, SABC has the capacity to provide fermented malt liquid for use as

a base in the production of a clear malt base;



      WHEREAS, Brown-Forman has a design for technology to "cleanse" such liquid

to create a clear malt base; and



      WHEREAS, the parties wish to enter into an arrangement whereby SABC will

provide the fermented malt liquid for processing using Brown-Forman's technology

to produce clear malt base for use by SABC and for sale to Brown-Forman;



      ACCORDINGLY, for and in consideration of the mutual agreements contained

herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties, intending to be

legally bound, hereby agree as follows:



      1. SCOPE OF AGREEMENT; COMMITTED CAPACITY.



            (a) COMMITMENT. During the Term of this Agreement, upon the purchase

and installation at the Brewery of the ISEP and the fermentation and storage

tanks required to meet the Production Capacity as set forth in Section 8 of this



Agreement, SABC will ferment and process Product at the Brewery and will sell

and ship in bulk container trucks Base2 to Brown-Forman; and Brown-Forman will

purchase Base2 from SABC, all in accordance with and subject to the terms and

conditions set forth herein.



            (b) DEFINITIONS. For purposes of the Agreement, the following terms

shall have the respective meanings ascribed to them:



            "BARREL" means 31 U.S. gallons (3,968 ounces).



            "BASE1" means fermented liquid malt beverage developed by SABC



      designed to be used with ISEP.



            "BASE2" means clear malt beverage resulting from the processing of

      Base1 through ISEP.



            "BREWERY" means SABC's brewery located in Cincinnati, Ohio.



            "FERMENTING CAPACITY" means the number of tanks used for fermenting

      Base1 necessary to meet the Base2 production requirements of Brown-Forman.



            "FERMENTING INGREDIENTS" means all materials, ingredients and

      processing aids needed for the production of Base1.



[ * ] Indicates that information has been omitted and filed separately with the

Securities and Exchange Commission pursuant to a request for confidential

treatment.



<PAGE>



            "INCREMENTAL EFFLUENT COSTS" means the cost to SABC of processing

      effluent resulting from production of Base2 from Base 1.



            "ISEP" means equipment that contains the malt beverage cleaning

      technology developed by Brown-Forman.



            "ISEP MATERIALS" means all materials, ingredients, re-agents and

      processing aids needed for the operation of ISEP and the production of

      Base2.



            "ISEP OPERATING COSTS" means all direct costs associated with the

      operation and running of ISEP, including energy costs, direct operating

      labor and labor overhead, maintenance and repair costs, and regeneration

      costs of ISP re-agents.



            "PRODUCT" means the Base2 produced for Brown-Forman.



            "PRODUCTION CAPACITY" means the monthly functional output capacity

      of ISEP on a 156 hour per week schedule.



            "STORAGE CAPACITY" means the number of tanks used to receive and

      hold Base2 necessary to meet the Base2 production requirements of

      Brown-Forman.



            (c) COMMITTED CAPACITY. Upon the purchase and installation of the

equipment in accordance with Section 8 of this Agreement, SABC shall provide

Brown-Forman [ * ] of Production Capacity. The Parties shall use their best

efforts to share the allocation of the Production Capacity in order to meet the

seasonal demands of both parties.



            (d) CHANGE IN LOCATION. SABC may, at its sole option, meet its

production obligations hereunder at another brewery owned by SABC or by an

affiliate, except that Brown Forman's net delivered cost from the new facility

shall be no higher than if the Base2 had been supplied from the Brewery in

Cincinnati. SABC shall bear all costs of movement of the equipment necessary to

produce Base2, including the ISEP, and shall reimburse Brown-Forman for its

incremental shipping costs from the new location, if any. SABC shall use

commercially reasonable efforts to ensure that there is no material disruption

in production of Base2 as a result of such change in location.



      2. PRICE AND MANNER OF PAYMENT.



            (a) Except as otherwise provided in this Agreement, Brown-Forman

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