SUPPLIER AGREEMENT

     THIS SUPPLIER  AGREEMENT (this  "Agreement") is made this ____ day of July,
1999,  by and  between The Old  Fashioned  Syrup  Company,  Inc.,  a  __________
corporation   ("OFSC")  and  Beverage   House,   Inc.,  a  Georgia   corporation
("Supplier").

     A. Supplier wishes to be designated by OFSC as a manufacturer  and supplier
of the product described on Exhibit A (the "Product").

     B. OFSC is willing to designate  Supplier as a manufacturer and supplier of
the Product,  subject to compliance by Supplier with the terms and conditions of
this Agreement, as it may be amended from time to time throughout its term (this
Agreement,  together with all  attachments  and exhibits  shall be  collectively
referred to herein as the "Agreement").

     1. Product.  Supplier shall develop,  manufacture and supply the Product in
accordance with the  specifications  for the Product described on Exhibit A. The
Product  shall not be  substituted,  modified,  or otherwise  changed from these
specifications  without first obtaining  OFSC's written approval of such change,
such approval not to be unreasonably withheld.

     2. Term. This Agreement shall be in effect  commencing  ___________,  1999,
with an initial term of two (2) years, expiring on ______ 2001 ("Initial Term").
This Agreement  shall terminate at the end of the Initial Term if written notice
to  terminate  is given by either  party at least  thirty (30) days prior to the
last day of the  Initial  Term.  Otherwise,  following  the Initial  Term,  this
Agreement shall  automatically  renew and continue for additional six (6) months
term(s) ("Renewal Term(s)") unless canceled by either party with at least thirty
(30)  days  written  notice  prior  to the last day of any  Renewal  Term.  This
Agreement  may also be  terminated  earlier  pursuant to the  provisions of this
Agreement.  Notwithstanding  anything  contained  herein,  the volume of Product
ordered  and the number of orders  placed  during the  Initial or Renewal  Terms
shall be determined solely by orders placed pursuant to Section 3.

     3. Order and Delivery.

     3.1.  Orders  shall be placed in writing  by OFSC,  sent by U.S.  Mail,  or
facsimile  or  personally  delivered  to Supplier at the address set forth below
(the  "Order").  Acceptance  of any  Order is  expressly  limited  to the  terms
thereof.  OFSC shall allow  forty-five  (45) normal working days for delivery of
Supplier's  first three  production  runs.  OFSC shall allow  thirty (30) normal
working days for delivery of all other  Supplier  production  runs.  OFSC agrees
that no Product  shall be delivered  until all  microbiological  tests have been
performed  on  each   production  run  and  each   production  run  passes  such
microbiological tests.

     3.2.  All  Orders  shall  be  shipped  F.O.B.   Supplier's   facilities  in
Cartersville, Georgia and in accordance with those requirements contained in the
Order. The risk of loss or damage in transit shall be upon OFSC.  Supplier shall
in the event of a delay or threat of delay,  due to any cause in the  production
or delivery of the Product hereunder,  immediately notify OFSC and shall include
with  such  notice  all  relevent  information  with  respect  to such  delay or
threatened delay.

     4. Price. The prices of the Product are set forth in Exhibit B.

     5. Payment.  Supplier  shall  invoice OFSC for all Product  units  produced
during each production run required to fill an Order,  regardless of whether all
Produce such units  produced are required to satisfy the Order (the  "Invoice").
Each  Invoice is payable by OFSC  within  thirty  (30) days from the date of the
Invoice.

     6. Exclusivity

     6.1 Supplier agrees that the Product will be manufactured  for and supplied
exclusively to OFSC and that Supplier shall not manufacture, supply, or sell the
Product,  or any  product  packed in  configuration  packing  similar  to OFSC's
Product  packaging,  under  Supplier's own label to third parties,  or under any
private label for or to any other party,  unless  expressly agreed to in writing
OFSC.

     6.2 At OFSC's request,  Supplier shall enter into a Customer Mold Agreement
with  Berlin  Packaging  in the form  attached  hereto as  Exhibit C (the  "Mold
Agreement"). The Mold Agreement provides for the production of exclusive Product
packaging  to be used by  Supplier.  OFSC  agrees to purchase  such  quantity of
Product  so that  the  minimum  production  requirements  set  forth in the Mold
Agreement shall be met during the term of the Mold Agreement.  In the event OFSC
does not  order  such  minimum  quantities,  OFSC  agrees  to pay  Supplier  the
difference  between the  Product  quantity  ordered  and the minimum  production
requirements times the amortization rate set forth in the Mold agreement. In the
event OFSC  satisfies the minimum  quantity  requirement or pays to Supplier any
ammortization  costs owed to Berlin  Packaging,  then  Supplier  shall  transfer
ownership of the mold(s) created under the Mold Agreement to OFSC.

     7. Quality Control.

     7.1 Packaging. The Product and all packaging and promotional materials used
in connection with the Product  ("Packaging and Promotional  Material") shall be
of a consistent  and high quality which  conform to the  standards  developed by
OFSC or developed by Supplier and approved by OFSC. The quality and style of the
Product and  Packaging  and  Promotional  Material  shall be at least as high as
similar goods presently sold or distributed by Supplier.

     7.2  Inspection.  Supplier will cooperate with OFSC to permit an inspection
of the  production  facility  prior to  Supplier's  production  of the Products.
Supplier  agrees to permit two  inspections  per year of its  operation to allow
OFSC to  monitor  the qulity of  Products  offered by  Supplier  to ensure  they
conform to OFSC's standards,  provided OFSC gives Supplier 24 hours prior notice
of such  inspection.  Supplier shall also provide OFSC with access to its qulity
assurance data  documentation.  Notwithstanding the above, OFSC will be entitled
to additional  inspections  under the same notice  requirements  in the event it
receives written or verbal complaints from consumers or retailers  regarding the
quality of the Product or quality of the Packaging. OFSC shall provide copies of
all such complaints to Supplier.

     8.  Representation  and  Warranties of Supplier.  Supplier  represents  and
warrants,  which  warranties and  representations  will survive the term of this
Agreement.

     8.1 that the Product will conform to all specifications,  including but not
limited to those  contained  in Exhibit A, and will be  merchantable,  free from
defects and will be fit for the purpose intended;

     8.2 that the Product,  including  food  articles,  food  ingredients,  food
packaging,  and food labeling  relating to or comprising the Product or any part
thereof that is supplied by Supplier and delivered,  sold or transferred to OFSC
hereunder  shall be  manufactured,  stored and delivered in full compliance iwth
all applicable  federal,  state and local statutes,  rules and regulations  (the
"Regulations");

     8.3 that the  Product  shall  be  manufactured,  stored  and  delivered  in
accordance with appropriate "Good Manufacturing  Practices" or similar practices
that may be promulgated under the Regulations as applicable;

     8.4 that the Product  shall not be  adulterated  or  misbranded  within the
meaning of the Regulations;

     8.5 that the Product shall not be a food product  which may not,  under the
Regulations, be introduced into interstate commerce except as provided herein;

     8.6 that Supplier has the facilities and capacity to manufacture and supply
the Product to OFSC in accordance with the  specifications  set forth on Exhibit
A; and

     8.7 that  Supplier is free to enter into this  Agreement,  that  Supplier's
execution of this Agreement has been duly approved by all  applicable  corporate
procedures,   that  this  Agreement  constitutes  a  legal,  valid  and  binding
obligation of Supplier, and that to Supplier's knowledge this Agreement will not
violate the rights of any third party.

These  warranties  shall be in  additional  to all  other  warranties,  express,
implied or  statutory  and in  addition  to all  obligations  contained  in this
Agreement.  Payment for,  inspection of, or receipt of the Product by OFSC shall
not constitute a waiver of any breach or warranty.

     9.  Representations  and Warranties of OFSC.  OFSC represents and warrants,
which warranties and representations will survive the term of this Agreement:

     9.1  that  OFSC  has the  right to use the  Sweet  'N Low  brand  artifical
sweetener and the associated Sweet 'N Low trademarks and logos (the "Marks") for
the manfuacture of the Product throughout the Initial Term of this Agreement and
any Renewal Term hereof;

     9.2 that OFSC will have sufficient  customers to require  production of the
Product in the  quantities  contemplated  by the terms of this Agreement and any
Renewal Term hereof;

     9.2 that OFSC will have sufficient  customers to require  production of the
Product in the  quantities  contemplated  by the terms of this Agreement and the
Mold Agreement;

     9.3 that any food ingredients,  food packaging,  and food labeling relating
to or  comprising  the Product or any part  thereof that is supplied by OFSC and
delivered,  sold or transferred  to Supplier  hereunder  shall be  manufactured,
stored and delivered in full compliance with the Regulations; and

     9.4 that OFSC is free to enter into this Agreement,  that OFSC's  execution
of this Agreement has been duly approved by all applicable corporate procedures,
that this Agreement  constitutes a legal,  valid and binding obligation of OFSC,
and that to OFSC's  knowledge  this Agreement will not violate the rights of any
third party.

These warranties shall be in addition to all other warranties,  express, implied
or statutory  and in addition to all  obligations  contained in this  Agreement.
Receipt of payment for the Product by Supplier  shall not constitute a waiver of
any breach or warranty.

     10. Non-Conformity.  In the event the Products do not conform to the sample
or  prototype  approved  by OFSC,  then OFSC  shall be  permitted  to reject all
non-conforming shipments and shall be entitled to, at OFSC's option, replacement
products  or  reimbursement  for the  costs  (including  shipping  and  delivery
charges) of the Products.

     11. Widescale Defects/Recall

     11.1 Whenever  Supplier becomes aware that any ingredient or component of a
Product  covered  by this  Agreement  is or may  become  harmful  to  persons or
property or that a Product is mislabeled, Supplier shall immediately give notice
thereof to OFSC and Supplier shall provide all relevant information with respect
thereto.

     11.2 In the event it is deemed necessary by OFSC and Supplier to recall any
quantity  of the  Product,  from any  store of OFSC or from any  consumer,  both
parties agree to take such  reasonable  steps necessary to protect the interests
of the  public  and to comply  diligently  with all  product  recall  procedures
established by the Food and Drug Administration.

     12.  Insurance.  Supplier  agrees to maintain during the entire term of the
Agreement commercial,  general liability insurance,  including product liability
coverage,  in minimum amounts of $1,000,000.00 per occurrence for damage, injury
and/or  death to persons and  $1,000,000.00  per  occurrence  for damage  and/or
injury to  property.  Supplier  further  agrees to require  all of its  delivery
personnel  to be licensed to drive,  whether they are  employees or  independent
contractors.  All  policies of  liability  insurance  required to be effected by
Supplier shall cover Supplier's employees,  agents, and independent  contractors
and  shall  include  OFSC  as an  additional  insured.  Upon  execution  of this
Agreement,  and annually  thereafter,  Supplier shall promptly provide OFSC with
certificates of insurance  evidencing such coverage and each  certificate  shall
indicate  that  coverage  represented  thereby shall not be canceled or modified
until at least thirty (30) days prior notice has been given to OFSC.

     13. Default and Termination.

     13.1 In the event either party:

     (a) breaches any term or condition of this Agreement; or

     (b) abuses or  misrepresents  its status as a supplier and/or seller of the
Product to the detriment of the other party, or

     (c) becomes the subject of any proceeding under the Bankruptcy Act, becomes
insolvent or any assignment is made for the benefit of creditors or a trustee is
appointed for all or any portion of the party's assets, or

     (d) fails to comply with the Regulations, then, the non-breaching party, in
its sole discretion, may terminate this Agreement with fifteen (15) days written
notice to the breaching party.

     13.2  Notwithstanding  anything to the  contrary,  in the event the party's
breach is for noncompliance with the Regulations, termination shall be effective
immediately.

     13.3 The failure to terminate the Agreement  upon the  occurrence of one or
more of these  events of default  by a party  shall not  constitute  a waiver or
otherwise affect the right of the non-breaching party to terminate the Agreement
as a result of a continuing  or  subsequent  failure or refusal by the breaching
party to comply with any such obligations. Failure by the non-breaching party to
exercise  any of its  rights  or  remedies  hereunder  or to  insist  on  strict
compliance with any of the terms of this Agreement shall not constitute a waiver
of any of the terms or  conditions of this  Agreement  with respect to any other
subsequent breach nor shall it constitute a waiver by the non-breaching party of
its rights at any time thereafter to require strict compliance with the terms of
this Agreement.

     13.4 Upon termination, OFSC shall pay Supplier any supplier any outstanding
Invoices.

     13.5 Upon termination, Supplier agrees as follows:

     (a) Supplier shall immediately pay all sums due and owing to OFSC;

     (b)  Supplier   shall   immediately   case  the  further   production   and
manufacturing of the Product; and

     (c)  Supplier  shall  cease  any  further  use of the  Marks  and shall not
thereafter,  directly  or  indirectly  hold  itself out or  represent  itself as
affiliated in any way with OFSC.

     14. Indemnity.

     14.1  Supplier  agrees  to  indemnify  and  hold  OFSC,  its  officers  and
directors,  employees or agents,  customers  and users of the Product,  harmless
from all claims, demands,  losses,  liability,  suits at law or in equity, costs
and expenses,  including  reasonable  attorney's  fees,  resulting  from injury,
illness  and/or death caused,  in whole or in part, by contact with,  use and/or
consumption  of the  Product,  unless (and then only to the extent) such injury,
illness and/or death is caused by the sole  negligence or misconduct of OFSC. In
the event of any claim, threatened claim, or notification of either which may be
the subject of  indemnification  provided  for in this  Section,  OFSC will give
Supplier  prompt  written  notification  thereof and provide  Supplier with such
reasonable assistance in the response and prosecution of any defense as Supplier
may request, at Supplier's expense.  Upon OFSC's tendering any suit to Supplier,
Supplier  shall defend the same at its sole cost and expense.  If Supplier fails
to assume  such  defense,  OFSC may  defend  the  action in the  manner it deems
appropriate,  and  Supplier  shall pay to OFSC all costs,  including  reasonable
attorneys' fees,  incurred by OFSC in effecting such defense, in addition to any
sum which OFSC may pay by reason of any settlement or judgment against OFSC. The
provisions of this Section 14.1, and the indemnity hereunder, shall survive this
Agreement and any performance hereunder.

     14.2  OFSC  agrees  to  indemnify  and  hold  Supplier,  its  officers  and
directors,  employees or agents,  customers  and users of the Product,  harmless
from all claims, demands, losses, liabilities,  suits at law or in equity, costs
and expenses, including reasonable atotrney's fees, resulting from the breach of
any  of  OFSC's  Marks.  In  the  event  of  any  claim,  threatened  claim,  or
notification of either which may be the subject of indemnification  provided for
in this Section, Supplier will give OFSC prompt written notification thereof and
provide OFSC such  reasonable  assistance in the response and prosecution of any
defense as OFSC may request,  at OFSC's expense.  Upon Supplier's  tendering any
suit to OFSC, OFSC shall defense the same at its sole cost and expense.  If OFSC
fails to assume such  defense,  Supplier  may defend the action in the manner it
deems  appropriate,  and  OFSC  shall  pay  to  Supplier  all  costs,  including
reasonable  attorneys' fees,  incurred by Supplier in effecting such defense, in
addition  to any sum which  supplier  may pay by reason  of any  settlement  for
judgment  against  Supplier.  The  provisions  of  this  Section  14.2,  and the
indemnity hereunder, shall survive this Agreement and any performance hereunder.

     15.  Confidentiality.  All terms and  conditions  of this  Agreement  shall
remain  confidential  between  Supplier and OFSC. Each party  acknowledges  that
during the course of carrying out this  Agreement,  it may receive  confidential
and proprietary  information  related to the other party's business,  including,
without  limitation,  recipes and formulations  created or provided by the other
party  ("Confidential  Information").   Confidential  Information  includes  any
information,   designs,  data  or  know-how  that  a  party  has  designated  as
proprietary  and/or  confidential,  or that, by the nature of the  circumstances
surrounding  the  disclosure,  ought to be treated as exclusive  property of the
other party and undertakes to retain in confidence all Confidential Information.
Each party's  obligations  under this Section 15 shall  survive  expiration  and
termination of the Agreement and any amendments thereto.

     16. Miscellaneous Provisions.

     16.1 Independent Contractor Relationship. Supplier and OFSC are independent
contracting  parties  and this  Agreement  does not create the  relationship  of
principal and agent,  partners,  joint ventures or employer and employee between
OFSC  and  Supplier.  Supplier  shall  have no  authority  to bind or  otherwise
obligate OFSC in any manner nor shall Supplier represent to anyone that it has a
right to do so.

     16.2  Severability.  The  provisions of the Agreement are severable and the
Agreement  shall be  interpreted  and enforced as if all  completely  invalid or
unenforceable  provisions  were not  contained in the  Agreement,  and partially
valid and enforceable  provisions  shall be enforced to the extent that they are
valid and enforceable.

     16.3 Entire  Agreement.  The  Agreement  and the exhibits  attached  hereto
constitute  the entire  written  agreement  between  OFSC and the  Supplier  and
supersedes any and all prior  negotiations,  understandings  and/or  agreements,
oral or  written,  between  the parties to this  Agreement  with  respect to the
subject  matter of this  Agreement.  The  parites  agree that  neither  party is
relying on any statement or promise not contained in this Agreement.

     16.4 Amendments in Writing. Neither the Agreement nor any of its provisions
may be waived,  modified or amended except by an instrument in writing signed by
the parties to this Agreement.

     16.5 Assignment. The Agreement shall be binding upon and shall inure to the
benefit of the parties to this  Agreement,  provided,  however,  it shall not be
assigned by either OFSC or Supplier,  without the prior  written  consent of the
other party.

     16.6.  Applicable  Law. The Agreement shall be governed by and construed in
accordance  with  the laws of the  State of  Georgia  without  regarding  to its
conflict of laws rules.

     16.7.  Force Majeure.  Neither party shall be liable for defaults or delays
or  non-performance  of any covenant,  agreement,  work,  service,  or other act
required  under this  Agreement to be performed by such party,  if such delay or
hindrance  is due to  strikes,  lockouts,  failure of power or other  utilities,
injunction  or  other  court  or  administrative  order,   governmental  law  or
regulations   which  prevent  or  substantially   interfere  with  the  required
performance,  condemnations, riots, insurrections, martial law, civil commotion,
war, fire, flood,  earthquake,  or other casualty,  acts of God, or other causes
not  within  the  control  of  such  party.  The  performance  of any  covenant,
agreement, work, services, or other act shall be excused for the period of delay
and the period for the performance of the same shall be extended by such period.

     16.8 No Delegation  of  Authority.  Supplier  shall not  subcontract  to or
permit third parties to produce the Product or to perform its obligations  under
this Agreement.

     16.9 Cumulative Remedies.  The rights and remedies above provided to either
party shall be  cumulative  and in  additional  to all other rights and remedies
available to either party in law and in equity.

     16.10  Notices.  Whenever a provision is made under this  Agreement for any
demand,  notice or declaration  of any kind, or where it is deemed  desirable or
necessary  by  either  party  to  give or  serve  any  such  notice,  demand  or
declaration  to the  other  party,  it shall be in  writing  and  served  either
personally or sent by United States mail, certified,  postage prepaid, addressed
at the  addresses  set forth below or at such address as either party may advise
the other from time to time. It shall be deemed delivered upon receipt.

       To Supplier at:          Beverage House, Inc.
                              107 North Avenue
                              Cartersville, GA 30120

Attn:____________________
                              Tel: (770) 387-0451
                              Fax: (770) 387-1809

                              With copies to:
                              Alston & Bird, LLP
                              601 Pennsylvania Avenue,
N.W.
                              North Building, 11th Floor
                              Washington, D.C.  20004-
2601
                              Attention: Robert O. Ball,
III
                              Tel: (202) 756-2601
                              Fax: (202) 756-3333

           To OFSC at:       The Old Fashioned Syrup
                                   Company, Inc.
                              3350 N.W. Boca Raton
Blvd., A-28
                              Boca Raton, FL 33431

Attn:________________________
                           Tel: (
)_________________
                              Fax: (
)_________________

with copies to:          Aronauer, Goldfarb, Sills &
                                   Re, LLP
                              444 Madison Avenue
                              New York, New York
10022
                              Attn: Samuel Goldfarb,
Esq.
                              Tel: (212) 755-6000
                              Fax: (212) 755-6006

<PAGE>

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first above written.

THE OLD FASHIONED SYRUP                 BEVERAGE HOUSE,
                                       INC.
COMPANY, INC.

 By:   /s/ Alan Posner                  By:   /s/ James E. Goldfinch
         Title: Chair/CEO               Title: President



<PAGE>

                                    EXHIBIT A

Product

The  Product  covered  by  the  terms  and  conditions  contained  herein  shall
specifically be the following:

          [Sweet 'N Low  brand chocolate syrup]

Specifications

Supplier  shall  develop,  manufacture,  package,  label and deliver the Product
according to the following instructions and specifications:

<PAGE>

                                   EXHIBIT B

Pricing.

     The following  prices are based on an annual  volume of 100,000  gallons of
the  Product to be  purchased  by OFSC.  All prices are subject to change in the
event 100,000  gallons of Product is not purchased  annually by OFSC. The retail
pack price includes an allotment of seventy-two  cents ($.72) per case for front
and back labels.  A one-time setup charge shall be issued to OFSC by Supplier in
the event  camera-  ready art for such labels is  provided by OFSC to  Supplier.
Prices  will be  reviewed  quarterly  during the  Initial  Term and any  Renewal
Term(s) in order to analyze  price  increases or  reductions  based on increased
costs, increased sales, or other factors affecting price.


PACKAGING                                   UNIT PRICE


50 GALLON DRUM                               $247.00


4/1 GALLON PACKAGES                           $20.60


RETAIL PACK                                   $11.40


CLUB PACK*                                    $12.95


     The Club Pack  price may be  adjusted  downward  depending  upon the carton
selected by OFSC.