<PAGE>
EXHIBIT 2
BREWING VENTURES LLC
AMENDMENT NO. 1 TO MEMBER CONTROL AGREEMENT
THIS AMENDMENT is made as of the 15th day of August 1997, by and among
Steven J. Wagenheim, William E. Burdick, Mitchel I. Wachman, Timothy Cary, Eric
LeClair, Arthur Nermoe and Arthur E. Pew, III (collectively, the "Members" and
individually, a "Member").
RECITALS
WHEREAS, Messrs. Wagenheim, Burdick, Wachman, Cary, LeClair and Nermoe
constitute all of the current Members of Brewing Ventures LLC, a Minnesota
limited liability company (the "Company"); and
WHEREAS, the Company and Messrs. Wagenheim, Burdick, Wachman, Cary,
LeClair and Nermoe entered into a member control agreement dated May 1, 1997
(the "Member Control Agreement"); and
WHEREAS, Mr. Pew wishes to become a Member of the Company and has agreed
to participate in the further development and execution of the Restaurant
Project; and
WHEREAS, Messrs. Wagenheim, Burdick, Wachman, Cary, LeClair and Nermoe
consent to the admission of Mr. Pew as a Member of the Company and have agreed
to provide a liquidation preference to Mr. Pew; and
WHEREAS, each of the undersigned Members wishes to enter into this
Agreement to amend the Member Control Agreement and by signing hereof consents
to all of the terms and conditions of the Member Control Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
contained in this Agreement, the Members agree that the following provisions
shall constitute a part of the Member Control Agreement:
SECTION 3.1 shall read as follows: The Board of Governors shall consist
of up to three (3) Governors, as determined at each annual meeting of Members;
provided, however, that each Member hereby consents to the election to the Board
of Governors of an initial third Governor by the remaining Governors. The
initial Board of Governors shall consist of Steven J. Wagenheim and William E.
Burdick. The initial third Governor shall be Arthur E. Pew, III. For so long
as Mr. Pew desires to be elected to the Board of Governors, Messrs. Wagenheim
and Burdick hereby agree to vote their Membership Interests for his reelection.
SECTION 4.1(e) shall read as follows: Each Member hereby understands
that the Board of Governors must unanimously approve the admission of additional
Members to the Company. Each Member hereby agrees with and consents to the
addition of such additional Members, and understands that the addition of other
Members, and the proportion of additional Membership Interests, will dilute each
Member's Membership Interest in the Company.
SECTION 6.2 shall read as follows: At any time after the first
anniversary of the closing of a public offering of the Common Stock of Founders
Food & Firkins Ltd. ("Founders") or the earlier termination of the Management
Agreement between the Company and Founders dated August 13, 1997, upon the
request of any Member having
Page 23 of 31 Pages
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at least a twenty-five percent (25%) Membership Interest in the Company, the
Company shall liquidate. The net proceeds resulting for the liquidation of the
Company shall be applied and distributed in the following order of priority:
SECTION 6.2(c) shall read as follows: The balance of any proceeds shall
be distributed among the Members in accordance with the positive balances in
their Capital Accounts after taking into account all Capital Account adjustments
for the Company fiscal year during which liquidation occurs. However, in the
event that dissolution is caused by the failure to develop the Restaurant
Project, then the balance of any capital lawfully available for distribution
shall be distributed in the following manner: (I) $200,000 to mr. pew and (ii)
the balance of any proceeds shall be distributed among the members other than
Mr. Pew in accordance with the positive balances in their Capital Accounts after
taking into account all Capital Account adjustments for the Company fiscal year
during which liquidation occurs.
SECTION 7.2 shall read as follows: Any Member may Transfer all or any
portion of his Membership Interest to another Member without the consent of the
other Members and without offering such Membership Interest to the Company and
the remaining Members. Further, Mr. Wagenheim may transfer a portion of his
Membership Interest to Mr. Pew without the consent of the other Members and
without offering such Membership Interest to the Company and the remaining
Members.
SCHEDULE 1 shall be restated as attached hereto.
Page 24 of 31 Pages
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written, or with respect to Members acquiring Membership
Interests after the date of this Agreement, on the date opposite such Member's
signature.
/s/ Steven J. Wagenheim
-------------------------------------
Steven J. Wagenheim
/s/ William E. Burdick
-------------------------------------
William E. Burdick
/s/ Mitchel I. Wachman
-------------------------------------
Mitchel I. Wachman
/s/ Timothy Cary
-------------------------------------
Timothy Cary
/s/ Eric LeClair
-------------------------------------
Eric LeClair
/s/ Arthur Nermoe
-------------------------------------
Arthur Nermoe
/s/ Arthur E. Pew, III
-------------------------------------
Arthur E. Pew, III
Page 25 of 31 Pages
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AUGUST 15, 1997 SCHEDULE 1
<TABLE>
<CAPTION>
PERCENTAGE MEMBERSHIP CAPITAL
NAME OF MEMBER INTEREST UNITS CONTRIBUTION
<S> <C> <C> <C>
Steven J. Wagenheim 25.00 25.00 $250(1)
---------------------------
---------------------------
William E. Burdick 25.00 25.00 $250(1)
---------------------------
---------------------------
Arthur E. Pew, III 25.00 25.00 $200,000
---------------------------
---------------------------
Mitchel I. Wachman 12.00 12.00 $120
---------------------------
---------------------------
Timothy Cary 5.00 5.00 $50
---------------------------
---------------------------
Eric LeClair 5.00 5.00 $50
---------------------------
---------------------------
Arthur Nermoe 3.00 3.00 $30
---------------------------
-------------------------- ------ ---------
Totals 100.00% 100
------- ---
------- ---
</TABLE>
-------------------------
(1) In addition, Messrs. Wagenheim and Burdick have also contributed the
Restaurant Project.
Page 26 of 31 Pages
