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                                  EXHIBIT 10-4

                                  May 25, 2004

High Falls Brewing Company, LLC
445 St. Paul Street
Rochester, New York 14605

Gentlemen:

Reference is made to the following documents:

         1.       Subordinated Promissory Note dated December 15, 2000 in the
                  original principal amount of $4,500,000 executed by High Falls
                  Brewing Company, LLC ("HFBC"), as maker, and payable to The
                  Genesee Brewing Company, Inc. Such Note is hereinafter
                  referred to as the "ORIGINAL NOTE".

         2.       Amended and Restated Promissory Note of even date herewith in
                  the principal amount of $4,000,000 with HFBC as Maker and GBC
                  Liquidating Corp. ("GBC"), formerly known as The Genesee
                  Brewing Company, Inc., as Payee (the "NEW NOTE").

         3.       Intercreditor Agreement dated as of December 15, 2000 among
                  HFBC, Manufacturers and Traders Trust Company ("M&T BANK"),
                  Cephas Capital Partners, L.P. and The Genesee Brewing Company,
                  Inc. (the "INTERCREDITOR AGREEMENT"). As used herein, terms
                  defined in the Intercreditor Agreement are used as so defined.

         St. Paul Associates, LLC ("ST. PAUL") is today executing certain
documents pursuant to which St. Paul has agreed to purchase from GBC the New
Note. (St. Paul's purchase of the New Note is hereinafter referred to as the
"NOTE PURCHASE TRANSACTION".) In order to consummate the Note Purchase
Transaction, St. Paul has requested HFBC to amend and restate the Original Note
by executing and delivering the New Note and to otherwise cooperate by
consenting to the transaction, taking certain additional actions, and executing
certain documents. HFBC believes it to be in HFBC's best interest that the Note
Purchase Transaction be completed and that HFBC comply with the requests made by
St Paul.

         In response to St. Paul's request, HFBC affirms to St. Paul that (i)
the Original Note and all documents securing the Original Note (the "SECURITY
DOCUMENTS") are in full force and effect in accordance with their respective
terms, (ii) on execution and delivery of the New Note, the Security Documents
will secure the New Note to the same extent that they secure the Original Note
and (iii) the obligations set forth in the New Note are due and owing in
accordance with the terms of the New Note, without setoff, defense or
counterclaim.



                                                                   Page 20 of 55

         As consideration for HFBC's execution and delivery of the New Note, for
the above affirmation and for the other cooperation referred to above, and in
order to induce HFBC to do so, St. Paul agrees with HFBC that, after completion
of the Note Purchase Transaction,

         1.       St. Paul will not give any notice pursuant to Section 11 (a)
of the lntercreditor Agreement to the Senior Creditor and the Subordinated
Creditor that an Event of Default has occurred with respect to the Seller Junior
Indebtedness, (and affirms that no such notice is in effect on the date hereof)
prior to the earlier of

                  (a)      commencement of a Subordinated Creditor Standstill
Period pursuant to Section 11(c) of the lntercreditor Agreement,

                  (b)      notification by Subordinated Creditor to Senior
Creditor and St Paul under Section 11 (b) of the lntercreditor Agreement that an
Event of Default has occurred with respect to the Subordinated Indebtedness,
coupled with the Subordinated Creditor taking collection action (such as
commencing legal proceedings or exercising its rights against collateral) to
enforce the Subordinated Indebtedness,

                  (c)      the termination of the lntercreditor Agreement, or

                  (d)      August 31, 2005.

         2.       If at any time, St. Paul determines to transfer the New Note
for value, St. Paul agrees to negotiate in good faith with HFBC for the transfer
for value of the New Note to HFBC, prior to transferring the New Note to any
third party for value. Such negotiations shall continue until the earlier of the
expiration of 90 days or the agreement by HFBC and St. Paul that such good faith
negotiations are terminated. After the expiration of such 90-day period or such
termination of negotiations, St. Paul shall be free for a period of 180 days to
transfer the New Note for value to such transferee as St. Paul may determine,
provided that the purchase price and other terms of such transfer are no less
favorable to St. Paul than the purchase price and other terms last offered by
HFBC in the course of the foregoing negotiations.

         Please signify HFBC's agreement that the foregoing correctly sets forth
the above affirmations made by HFBC to St. Paul by executing a copy of this
letter in the blank provided at the close hereof and delivering it to St. Paul.

                                        ST. PAUL ASSOCIATES, LLC

                                        By: /s/ Samuel T. Hubbard, Jr.
                                            --------------------------
                                        Name: Samuel T. Hubbard, Jr.
                                        Title: President



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         The foregoing is hereby agreed as of the date of the above letter.

                                        High Falls Brewing Company, LLC

                                        By: /s/ John B. Henderson
                                            --------------------------
                                        Name: John B. Henderson
                                        Title: President and COO