MASTER DISTRIBUTION AND
MANUFACTURING AGREEMENT

    


    THIS
AGREEMENT (“Agreement”) is entered into as of this 15th day of February, 2010
(“Effective Date”) by and between Drinks Americas Holdings, Ltd. (“DA”), a
Delaware corporation, having offices at 372 Danbury Road, Wilton, CT 06897, and
Mexcor, Inc., a Texas corporation having an office at 8950 Railwood Drive,
Houston, TX 77078 (“Mexcor”).  DA and Mexcor are sometimes referred to
individually as a “Party” or collectively as the “Parties.”

    


    STATEMENT OF
FACTS:

     

    WHEREAS,
DA produces, packages, stores, promotes and markets wines, spirits, beer and
other proprietary products on a worldwide basis, through designated producers
wholesalers/distributors (and those sub-distributors that DA and each designated
distributor may agree to appoint) sells such products in the United States and
in certain foreign countries (with a desire to expand distribution in the United
States and into other countries);

     

    WHEREAS,
DA possesses certain licensing and other rights to produce and have produced the
products subject to this Agreement as well as rights to use the Recipes (as
herein defined), certain trademarks, trade names, trade dress, copyrights, label
designs, slogans, and logos and creative material related to iconic figures
associated with the Products and/or used to identify the Products, whether
registered, pending or pursuant to common law (collectively, the “Product
Rights”) in connection the Products (as defined in the next
paragraph);

     

    WHEREAS,
subject to the terms and conditions set forth herein, DA desires to have the
alcoholic products now listed on Schedule A, and as amended from time to time
pursuant to this Agreement (the “Products”), brewed, produced, packaged,
labeled, stored, inventoried, warehoused, shipped, marketed, promoted, and
distributed and sold by Mexcor (collectively, the “Services”) in the United
States of America (hereinafter, “the Territory”), and Mexcor desires to provide
the Services in the Territory pursuant to the terms and conditions set forth
herein;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
consistent with the foregoing, DA desires to appoint Mexcor as the exclusive
producer and master distributor for the Products in the Territory, and Mexcor
seeks to become the exclusive producer and master distributor for the
Products;

     

    WHEREAS,
Mexcor may appoint sub-distributors and sub-producers for the production and
distribution of the Products and may continue such relationships now utilized by
DA.

     

    NOW,
THEREFORE, in consideration of the premises and agreements set forth herein, and
other good and valuable considerations, the parties hereto, intending to be
legally bound, do hereby promise and agree to the terms and conditions herein
contained.

    


    INTRODUCTION

     

    
      
        	
                1.

              	
                OVERVIEW.

              
	 	 


      

    

    
      
        	
                 
      

              	
                a.

              	
                This
      Agreement contemplates that all production and distribution activities
      with respect to the Products in the Territory will, during the Term (as
      will be defined hereinafter) of this Agreement, and except as otherwise
      provided herein, including in Section 9 hereof, be undertaken by Mexcor at
      Mexcor’s sole cost and expense, in accordance with the terms of this
      Agreement.  This Agreement shall be interpreted in accordance
      with this overall intention of the parties.  Consistent
      therewith, any financial obligation not specifically allocated to Mexcor
      under this Agreement which relates to the Products in the Territory will
      hereinafter be borne by Mexcor.  The operational obligations of
      Mexcor as set forth in the definition of “Services” are not intended to be
      all inclusive, and Mexcor and DA will amend this Agreement as necessary
      from time to time to deal with any operational responsibilities which were
      not included in the definition of Services, so as to satisfy the intention
      of the parties described herein.  Notwithstanding the foregoing,
      Mexcor is not responsible for any payables of DA which have accrued prior
      to the Effective Date.

              


         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        
        

      

    

    
      
        	
                 
      

              	
                b.

              	
                This
      is an agreement under which Mexcor will provide the Services with respect
      to the Products within the United States of America (the “Territory”), as
      more fully described herein.  Mexcor will perform the Services
      in accordance with industry standards and practices.  For each
      Product initially and/or hereinafter listed in Schedule A by way of
      amendment pursuant to this Agreement, Mexcor shall have the exclusive
      right to perform the Services until termination of the Agreement and/or,
      with respect to a specific Product, removal of the Product from Schedule A
      by DA under the terms and conditions this Agreement.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                c.

              	
                DA
      hereby grants, and Mexcor hereby accepts, an exclusive sub-license of the
      Product Rights and other proprietary rights of DA to produce, brew,
      package, label, store, inventory, warehouse, ship, market, promote,
      distribute and sell the Products within the Territory with the right to
      sub-license to sub-producers and sub-distributors in accordance with the
      terms hereof (collectively, the “Mexcor Sublicense”).  The
      Mexcor Sublicense shall terminate upon the termination of the Agreement
      and/or, with respect to a specific Product, removal of the Product from
      Schedule A by DA under the terms and conditions this
      Agreement.

              


         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

          

      

    

    
      	
               
      

            	
              d.

            	
              DA
      developed either alone or with others the formulations and recipes for the
      Products (the “Recipes”).  Other than for purposes of fulfilling
      its obligations under this Agreement, Mexcor shall not brew or replicate
      any beverage product utilizing the Recipes and shall treat the Recipes as
      confidential and proprietary information belonging to DA, as provided in
      Section 23 hereof.  Mexcor may sub-license the Recipes to
      sub-producers with the consent of DA, which will not be unreasonably
      withheld.

            


    

    


    
      
        	
                2.

              	
                PRODUCT
      ADDITONS.

              
	 	 


      

    

    
      
        	
                 
      

              	
                a.

              	
                DA
      and Mexcor may by mutual agreement amend Schedule A to include additional
      products that are in DA’s current product portfolio on such terms as they
      shall agree (“Additional Products”).  Any such Additional
      Products shall become Products subject to the terms and conditions of this
      Agreement.

              
	 	 	 


      

    

    
      	
               
      

            	
              b.

            	
              DA
      contemplates that it will develop additional alcoholic products (“New
      Beverages”) and potentially license and/or create trademarks, trade and/or
      brand names, logos and other similar proprietary rights with respect to
      such alcoholic beverages.  If and when DA develops any such New
      Beverage(s), it shall advise Mexcor in writing of its intent to introduce
      such New Beverage(s) into the marketplace, together with such information
      it has available to it in connection with such New
      Beverage.  Within twenty (20) days after Mexcor receives such
      writing, DA and Mexcor will discuss whether the New Beverage(s) should be
      added to Schedule A, and thereby cause the New Beverage(s) to become a
      Product subject to the terms and condition of this
      Agreement.  Provided that DA and Mexcor agree to the economic
      terms which will apply to the addition of such New Beverage(s), Schedule A
      shall be amended and the New Beverage added to the product list on
      Schedule A.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              MODIFICATION OF
      PRODUCT LIST.  At DA’s sole discretion, any Product
      listed now or subsequently listed on Schedule A may be removed by DA from
      such schedule, and therefore no longer be a Product subject to this
      Agreement, in the event the sales of the Product set forth on Schedule B
      attached hereto (the “Required Product Threshold”) are not
      achieved.  In such case, the removed Products will no longer be
      subject to this Agreement and all rights granted to Mexcor hereunder
      concerning the removed Product, including all sublicenses of Product
      Rights will terminate upon written notice from DA to
      Mexcor.  Upon removal of a Product, Mexcor will immediately
      cancel new production of the removed Product, but will be allowed to
      fulfill outstanding orders and distribute all finished inventory and
      current production scheduled to be packaged at the time of
      removal.

            


    

    


    
      
        	
                4.

              	
                TERM.

              
	 	 


      

    

    
      
        	
                 
      

              	
                a.

              	
                This
      Agreement shall become effective on the Effective Date and shall remain in
      effect for an initial period of five (5) years (the “Initial Term”),
      unless terminated earlier as provided for herein.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                b.

              	
                Following
      completion of the full five (5) year Initial Term, this Agreement shall
      automatically renew and shall remain in effect for an additional period of
      ten (10) years (the “Renewal Term” and, together with the Initial Term,
      the “Term”), provided that (i) the aggregate net sales of the Products
      during the Initial Term are at least $8,000,000 (hereinafter, “the Renewal
      Criteria”).  As used throughout this Agreement, “net sales” of a
      Product means gross sales of the Product less any
  returns.

              


         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

      

    

    
      
        	
                 
      

              	
                c.

              	
                DA
      and Mexcor shall meet not less than ninety (90) days prior to the
      expiration of the Initial Term to discuss whether the Renewal Criteria
      will likely be satisfied, with Mexcor providing documentation as to net
      sales of the Products realized through the last practicable date, not less
      than ten (10) days prior to said meeting.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                d.

              	
                In
      the event the term of this Agreement is not automatically renewed, at DA’s
      option this Agreement will remain effective for a ninety (90) day period
      to allow DA to transition provision of the Services.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                e.

              	
                The
      Parties agree that DA’s choice of Mexcor is in reliance on its current
      ownership and management.  Accordingly, DA may terminate this
      Agreement with a minimum of thirty (30) days written notice if Mexcor
      sells a substantial portion of its assets and/or undergoes a change in
      ownership involving fifty-one (51%) or more of Mexcor’s current
      shareholders.

              
	 	 	 


      

    

    
      	
               
      

            	
              f.

            	
              The
      Parties agree that DA’s ability to sub-license the Product Rights is
      essential to this Agreement.  Therefore, and notwithstanding any
      provision contained in this Agreement, DA may remove any specific Product
      from Schedule A if DA loses its right to sub-license Product Rights
      relating to such Product, provided, however, that any minimum sales
      requirements of Mexcor set forth in this Agreement will be reduced by an
      amount reasonably determined by the Executive Committee if DA’s loss of
      licensing rights is no fault of
Mexcor’s.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        	
                5.

              	
                PAYMENT OF LICENSE
      FEES AND MISCELLANEOUS FEES.  For each case or case
      equivalent of Product distributed by Mexcor during the Term of this
      Agreement, Mexcor will pay DA, on a per-case basis, the License Fee for
      the Product as set forth in Schedule A.  The amounts accrued for
      each month under this paragraph shall be payable on the fifteenth (15th)
      day of the succeeding month.  Mexcor will provide, and will
      cause any sub-producers and/or sub-distributors to provide, the Services
      in accordance with any audit and/or inspection rights of Product Rights
      Owners set forth in any agreement between the Products Rights Owners and
      DA.

              


      

    

    


    
      	
              6.

            	
              MEXCOR
      COMPENSATION.  In compensation for its performance of the
      Services, Mexcor will be entitled to retain that portion of the net sales
      proceeds from sales of the Products which remain after it has satisfied
      all of its obligations hereunder, including all production costs, cost of
      components, marketing expenses, expenses related to brewing and
      production, the production, maintenance and warehousing of inventory, the
      payment of the License Fees and the Drinks Fees referred to in Schedule A
      attached hereto.

            


    

    


    
      	
              7.

            	
              BRAND PARTICIPATION BY
      MEXCOR.  In the event that during the Term of this
      Agreement DA sells any of the Product Rights and related rights relating
      to one or more Products which are listed on Schedule A at the time of
      sale, or, if the sale occurs after the termination of this Agreement or
      after the Product(s) has been removed from Schedule A, provided that
      Mexcor has satisfied the Required Product Threshold for the Product set
      forth in Schedule B for the eighteen (18) months following the Effective
      Date, DA shall pay Mexcor:

            


    

    
      
         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        	
                 
      

              	
                a.

              	
                for
      Product Rights relating to Products included in this Agreement on the
      Effective Date (collectively, with Additional Products, “the Initial
      Products”), five percent (5%) of the net consideration realized by DA in
      connection with such sale; and

              
	 	 	 


      

    

    
      	
               
      

            	
              b.

            	
              for
      Product Rights relating to New Products, twenty percent (20%) of the net
      consideration realized by DA in connection with such
  sale.

            


    

     

    To the
extent that any consideration realized by DA from such sale consists of a
promissory note, stock or securities or any other property, DA will use its best
efforts to cause the purchaser of any such Products to issue to Mexcor, on the
closing of such sale, 5% (in the event of Initial Products) or 20% (in the event
of New Products) of the notes, stock, securities or other property otherwise
payable to DA.

    


    
      
        	
                8.

              	
                EQUITY
      COMPENSATION.

              
	 	 


      

    

    
      
        
          	
                	
                  a.

                	
                  Shares.  In
      consideration for Mexcor’s obligations set forth in this Agreement, within
      ten (10) days of the Effective Date, DA shall issue and deliver to Mexcor
      twelve million (12,000,000) shares of its common stock having $0.001 par
      value (the “Shares”), which shall bear the following
    legend:

                


        

         

      

    

    
      
        
          	
                   

                  RESTRICTIONS ON TRANSFERS

                   

                  “THE
      SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD UNLESS
      AND UNTIL THEY ARE SO REGISTERED OR THE CORPORATION RECEIVES AN OPINION OF
      COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT AN EXEMPTION FROM SUCH
      ACT IS AVAILABLE.”

                   

                


        

      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              b.

            	
              Mexcor
      represents and acknowledges that:

            


    

    
      
        	 	 	 
	
                 
      

              	
                (i)

              	
                it
      is an “Accredited Investor” as defined in Regulation D of the 1933 Act,
      and that it understands that the Shares have not been and will not be
      registered under the 1933 Act or under the securities laws of any state,
      territory or jurisdiction of the United States;

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                (ii)

              	
                it
      is acquiring the Shares for itself and not for the account of any other
      person and not with a view to resale or distribution of the Shares in
      violation of the United States securities laws;

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                (iii)

              	
                it
      has received no representations of any type from any person with respect
      to the present or future value of the Shares or the prospects of DA and
      that it has such knowledge and experience in financial and business
      matters that it is capable of evaluating the merits and risks relating to
      an investment in the Shares. Mexcor understands that the Shares are
      restricted securities in the United States and cannot be resold in the
      United States or transferred in the United States unless they are
      registered under the United States Securities Act of 1933 (the “Act”) or
      pursuant to an exemption from such registration, and in accordance with
      applicable United States and/or state securities laws, and that prior to
      such sale in the United States, Mexcor will be required to and will
      furnish to DA an opinion of counsel reasonably satisfactory to DA
      establishing the basis on which such sale is permitted under the Act and
      such state securities laws. 

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                 
      

              	
                c.

              	
                Warrants.  In
      addition the forgoing, DA will issue to Mexcor warrants to acquire two
      million (2,000,000) shares of DA’s common stock at such time as Mexcor
      realizes $8,000,000 of net sales of Products (the “First Warrants”), and
      additional warrants to acquire two million (2,000,000) shares of DA’s
      common stock  at such time as Mexcor realizes twelve million
      dollars ($12,000,000) in net sales of Products over a twelve (12) month
      look-back period (the “Second Warrants”), provided such criteria are
      satisfied during the Initial Term.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                d.

              	
                Furthermore
      DA will issue to Mexcor, warrants to acquire 2,000,000 shares of DA’s
      common stock for each Product introduced by Mexcor that is added to
      Schedule A such that the brand becomes a Product (“Mexcor’s Additions”),
      provided that (i) Mexcor agrees in writing that DA will receive not less
      that 20% of any amount realized by Mexcor on the sale of Mexcor’s interest
      in the Mexcor Addition consistent with the rights granted by DA to Mexcor
      under Section 7 hereof, and (ii) DA receives not less than $75,000 in
      Drinks Fees as a result of sales of such Product in the ordinary course of
      business or Mexcor sells not less than 20,000 case equivalents of a Mexcor
      Addition (the “Third Warrants”).  The addition of Products to
      Schedule A under this subsection will only take place if DA will receive
      Drinks Fees on the sales of the Mexcor Addition consistent in amount to
      the fees it received with respect to the Initial Products and DA consents
      to the amendment of Schedules A and B consistent
  therewith.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                e.

              	
                The
      First, Second and Third Warrants will be exercisable for a period of five
      (5) years from the date of issuance at an exercise price of 75% of the
      average closing price of DA common stock over the fifteen trading days
      immediately preceding issuance of the
warrants.

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

    

    
      	
               
      

            	
              f.

            	
              Mexcor
      agrees that with respect to the Shares and the shares of common stock it
      acquires on exercise of the First, Second and Third Warrants (the “Mexcor
      Securities”) that it will not sell, in any calendar week, more than 25% of
      the average weekly trading volume of DA’s common stock on the OTCBB (or
      such other market on which its common stock trades, if it does not trade
      on the OTCBB), during the previous calendar quarter, and that prior to
      such sales, it will provide DA written notice of not less than 10 trading
      days in advance of such sale, of its intent to sell a specified number of
      shares, within 5 days of which, DA may acquire such shares at a purchase
      price equal to the averaging closing price for DA’s common stock for the
      five day period preceding the day notice is given to
  DA.

            


    

    


    
      	
              9.

            	
              DA’S CONSULTING
      SERVICES.  DA will provide general consulting services
      (the “Consulting Services”) with respect to iconic and general product
      marketing and development, regional and national marketing services (for
      example, newspaper advertising, radio advertising, billboards and similar
      matters), regulatory compliance, production, relationships with Product
      Rights Owners (as hereinafter defined), as well as such other items as are
      provided for herein and as to which the parties may mutually
      agree.  DA will be primarily responsible for all such
      matters.  DA will be reimbursed for any costs it incurs to third
      parties in performing the Consulting Services described hereunder,
      provided that reimbursement to DA will not exceed the current “Marketing
      Allocation” balance set forth on Schedule A.  In order to
      provide the Consulting Services referenced in this Section, DA will use it
      best efforts to maintain on its staff, at its expense, a product
      production executive and a marketing and events manager. and Mexcor will
      cooperate with such individuals by providing access to marketing and
      promotional events and such individuals will interact with members of
      Mexcor’s staff as well as the special staff referenced in Section 11
      hereto.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              DRINKS
      ROYALTIES.

            


    

    
      
        	 	 	 
	
                 
      

              	
                a.

              	
                Drinks
      Fees.  In consideration for the licenses and sub-licenses
      issued by DA to Mexcor hereunder, the other rights granted by DA to Mexcor
      in connection with the Products and for the Consulting Services, Mexcor
      will pay to DA a per-case or case equivalent royalty in the amount listed
      under the caption “Drinks Fees” on Schedule A attached hereto, which will
      increase by ten percent (10%) on August 15, 2011, with additional 10%
      increases (compounded) on August 15 of each successive year during the
      Initial Term.  In addition to the foregoing, for each case of
      Damiana 750 ml or Damiana 50 ml (collectively, “the Damiana Products”)
      distributed by Mexcor during the Term of this Agreement, Mexcor will pay
      to DA $10.00, provided, however, that except for this fee, the Damiana
      Products are not Products within the meaning of this
      Agreement.

              
	 	 	 


      

    

    
      	
               
      

            	
              b.

            	
              Minimum
      Royalties.  For the first full twenty-one (21) calendar
      months following the Effective Date, Mexcor will pay DA the greater of (i)
      the Drinks Fees described under Section 10.a (including fees calculated on
      the Damiana Products), or (ii) the following minimum royalty payments (the
      “Minimum Royalties”):

            


    

     

    
      
        
          
            
              	
                      Time
      Period

                    	 	
                      Monthly
      Minimum Royalty

                    	 
	
                      Months
      1–3

                    	 	$	0	 
	
                      Months
      4-6,

                    	 	$	20,000	 
	
                      Months
      7–9

                    	 	$	35,000	 
	
                      Months
      10–21

                    	 	$	50,000	 


            

          

        

      

    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                c.

              	
                Time for
      Payment.  The Minimum Royalties for each month are
      payable on the fifteenth (15th) day of that
      month.  Notwithstanding the foregoing, in the event the accrued
      Drinks Fees for the preceding month under Section 10.a is greater than the
      Minimum Royalty for such preceding month, such greater amount (the “Excess
      Payment”) will be payable on the fifteenth (15th) day of the current month
      along with the Minimum Royalty payable with respect to the current
      month.  The Parties will reconcile any net over- or
      underpayments not less than once every six months during the Term of this
      Agreement.

              
	 	 	 


      

    

    
      	
               
      

            	
              d.

            	
              Efficiencies.  On
      each anniversary of the Effective Date, Mexcor and DA will review any cost
      savings with respect to the production of the Products (including
      component parts) that have been realized during the previous twelve (12)
      month period measured against the cost-of-goods-sold (COGS) set forth in
      Schedule A on the Effective Date..  Such cost savings are
      anticipated to occur as a result of Mexcor assuming the production
      responsibilities with respect to the Products.  Fifteen percent
      (15%) of the gross production savings, measured against the COGS set forth
      in the original Schedule A, will be added to the Drinks Fees otherwise
      payable to DA under Section 10.a, which addition will accrue promptly with
      respect to sales of Products commencing the day after such anniversary
      date.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    For
example, if Old Whisky River Bourbon’s Drinks Fee is ten dollars ($10) dollars
per case or case equivalent and the production costs related to Old Whiskey
River were reduced over the first year of the Agreement from the current $73.25
to $63.25 (a net saving of $10.00), the Drinks Fee with respect to this Product
would be increased by 15% of $10, or $1.50, resulting in a revised Drinks Fee of
$11.50.  If during the second year of the Agreement, the productions
costs increased from $63.25 to $73.25 (a net increase from the first year, but
no net increase or decrease when measured against the COGS on the Effective
Date), to the extent not counterbalanced by a pricing increase, the Drinks Free
for this Product will return to $10.00.

     

    
      
        	
                 
      

              	
                e.

              	
                DA
      acknowledges that the COGS set forth in Schedule A were provided by DA to
      Mexcor, and represents that those COGS are true and correct.  In
      the event that actual COGS vary from that set forth in Schedule A by more
      than 5%, Schedule A shall be appropriately amended.

              
	 	 	 


      

    

    
      	
               
      

            	
              f.

            	
              If
      profit margins for one or more Products increases as a result of price
      increases, the parties will negotiate an adjustment in the Drinks Fees for
      such Products(s) in good faith.

            


    

    


    ADMINISTRATION

     

    
      	
              11.

            	
              SPECIAL
      STAFF.  In addition to any and all personnel required to
      fulfill Mexcor’s responsibilities hereunder, Mexcor will also hire one
      sales manager for the Products selected by DA who is listed on Schedule C,
      attached hereto, to be compensated at substantially the rate of
      compensation which he/she currently receives, provided, however, that
      Mexcor shall not be obligated to maintain that position more than six
      months from the Effective Date if maintaining the position is not
      economically justifiable.  In the event such individual were not
      to continue providing services to Mexcor hereunder during the six-month
      period, DA can nominate replacements, reasonably acceptable to Mexcor, who
      will be similarly compensated.  Mexcor will also consider
      retaining one metro New York sales representative at a level of
      compensation reasonably acceptable to
Mexcor.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              12.

            	
              EXECUTIVE
      COMMITTEE.  Mexcor will use its best efforts to provide
      the Services in a manner that maximizes cost efficiencies and sales of
      Products and in doing so shall make the day-to-day decisions in the
      ordinary course of business in connection with the matters for which it is
      responsible hereunder, in all cases in accordance with the terms of this
      Agreement.  However, in performing the Services, Mexcor shall
      report to an Executive Committee, which will have the authority to make
      decisions with respect to more significant issues not typically viewed as
      ordinary-course-of-business decisions.  The more significant
      decisions which are not “ordinary course” decisions will be determined
      exclusively by the Executive Committee.  The Executive Committee
      will be formed by DA and Mexcor and consist of one nominee of DA, one
      nominee of Mexcor, and a third person to be selected jointly by DA and
      Mexcor.  Notwithstanding the foregoing, DA will make all
      decisions relating to Product Rights, relations with Product Rights Owners
      (as hereinafter defined), intellectual property, the appearance of the
      Product, or relationship with the iconic figures whose name, image or
      likeness or is related to the brand or who otherwise sponsors the brand or
      Product in any form.  In addition, decisions relating to the
      quality of the brand and marketing decisions related to any of the
      forgoing will also be made by DA.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      
        	
                13.

              	
                DUTIES
      OF MEXCOR. In performing the Services, Mexcor’s obligations,
      which it can satisfy through sub-contractors reasonably acceptable to DA,
      provided that Mexcor causes the obligations listed hereunder to be
      satisfied by such sub-contractors, which will in all cases be in
      accordance with applicable laws, will include, but not be limited to the
      following:

              
	 	 


      

    

    
      
        	
                 
      

              	
                a.

              	
                Mexcor
      shall produce each Product in quantities sufficient to meet purchase
      orders for each Product.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                b.

              	
                The
      Products shall be produced in strict accordance with the Recipes, and
      Mexcor shall not change the Recipe for any Product in any manner without
      the prior written consent of DA. If required by any state or federal
      agency, Mexcor shall provide samples of the Product for analysis, with
      costs for such analysis to be paid by Mexcor.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                c.

              	
                Mexcor
      shall be responsible for purchasing, at its cost, all ingredients and
      packaging materials for the Products based upon its sales forecasts.
      Mexcor shall ensure that all ingredients and packaging materials conform
      to DA’s specifications and are fit for their intended
  use.

              
	 	 	 


      

    

    
      	
               
      

            	
              d.

            	
              Mexcor
      shall obtain, with DA’s assistance, appropriate Certificates of Label
      Approval from the Alcohol and Tobacco Tax and Trade Bureau (“TTB”) and
      properly register the Products with any federal, state or local regulatory
      authority and take any other actions required to perform the Services in
      accordance with applicable laws. All costs incurred in obtaining state and
      federal label approvals, state brand registrations and other satisfying
      legal requirements shall be borne by
Mexcor.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                e.

              	
                Subject
      to any applicable laws, DA will provide to Mexcor a letter granting Mexcor
      authorization to use all DA Certificates of Label Approval from the TTB
      and indicating that Mexcor is the United States importer for those
      brands.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                f.

              	
                Mexcor
      shall be responsible for sales of the Products and related matters
      including, but not limited to invoicing, collection of receivables,
      payment of taxes, and reconciliation of purchaser
  accounts.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                g.

              	
                For
      each calendar month during this Agreement, Mexcor will provide DA with a
      detailed report to include, but not be limited to, (i) the quantity of
      each Product produced, and (ii) gross and net sales by customer for each
      Product, (iii) revenues collected on a per-Product basis, (iv) taxes paid
      and (v) any other description of Mexcor activities, costs or receipts
      reasonably requested by DA relating to the Products.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                h.

              	
                Mexcor
      shall be responsible to pay all federal, state of and/or local excise and
      other taxes on Products including those applying with respect to the sale
      of Products.  Mexcor shall also prepare and file required
      monthly production and shipment reports and any other reports required
      under applicable laws.

              
	 	 	 


      

    

    
      	
               
      

            	
              i.

            	
              At
      any time during the Term of this Agreement, and for a period of four (4)
      years thereafter, but in any event not more than once every calendar year,
      DA shall be entitled to retain an independent and qualified auditor to
      audit the books and records of Mexcor for the sole purpose of confirming
      the accuracy of accrued royalties and payments due
      hereunder.  Any such audit shall be performed during normal
      business hours and at DA’s expense, provided, however, that if such audit
      reveals an underpayment of five percent (5%) or more of the amount that
      should have accrued or should have been paid to DA for the period audited,
      then Mexcor shall bear the full expense of such audit.  In the
      event of any underpayment of royalties, Mexcor shall promptly remit to DA
      all amounts due.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      
        	
                14.

              	
                PACKING AND
      QUALITY.

              
	 	 


      

    

    
      
        	
                 
      

              	
                a.

              	
                Mexcor
      shall be responsible for all packing filled and sealed into containers in
      sizes, only as approved by DA, and the labeling of Products, as selected
      by DA, in accordance with applicable laws. Containers shall be packed in
      secondary packaging approved by DA, properly sealed, and placed onto
      pallets in a shrink-wrapped standard configuration.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                b.

              	
                Mexcor
      will apply or request sub-producers apply a printed production code upon
      each container indicating the date of production for the Product contained
      therein, or its “Best Before Date.”

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                c.

              	
                The
      design, composition, and dimensions of all primary and secondary packaging
      shall be determined by DA and shall not be changed by Mexcor without DA’s
      written approval.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                d.

              	
                Mexcor
      will monitor production and packaging of each Product in accordance with
      Mexcor’s standard quality assurance procedures.

              
	 	 	 


      

    

    
      	
               
      

            	
              e.

            	
              Any
      and all consumer complaints received by Mexcor relating to the Products
      shall be forwarded to DA and Mexcor shall promptly respond to the
      complaint.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
              15.

            	
              MARKETING
      BUDGET. A specific per-case amount per Product, determined by
      the number of cases of each Product sold, as set forth on Schedule A under
      the caption “Marketing Allocation,” shall be set aside and expended by
      Mexcor for marketing of each Product.  The type of marketing
      activities and the specific related costs shall be subject to the
      agreement of DA and Mexcor, however, DA’s consent will be required with
      respect to the foregoing.

            


    

    


    
      	
              16.

            	
              APPOINTMENT
      OF SUB-DISTRIBUTORS AND SUB-PRODUCERS.  Mexcor shall have
      the right to appoint sub-distributors and/or sub-producers to distribute
      and/or produce the Products, provided, however, that Mexcor shall ensure
      that any sub-producer, sub-distributor, or other party that fulfills all
      or part of Mexcor’s obligations hereunder will perform such services
      consistent with the terms of conditions of such all this Agreement and all
      applicable laws.

            


    

    


    
      
        	
                17.

              	
                INSURANCE.

              
	 	 


      

    

    
      	
               
      

            	
              a.

            	
              Mexcor
      shall, at its expense, maintain product liability insurance during the
      Term of the Agreement and for three (3) years after termination, in an
      amount of one million dollars ($1,000,000) per incident and two million
      dollars ($2,000,000) in the aggregate.  Mexcor shall provide DA
      with a certificate of insurance evidencing the existence of this coverage
      no later than thirty (30) days after execution of this
      Agreement.  Mexcor’s policy shall name DA as a co-insured and
      provide that DA will be given at least ten (10) days prior notice of
      cancellation or expiration of the
policy.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                b.

              	
                Mexcor
      shall procure and maintain in full force and effect workman’s
      compensation, general liability, bodily injury, and public liability
      property damage insurance policies including broad form vendor’s coverage
      in an amount of not less than five-hundred thousand dollars
      ($500,000).  Mexcor shall, on an annual basis, furnish DA with a
      certificate of insurance evidencing that it has such insurance
      coverage.  Mexcor agrees to notify DA at least ten (10) days
      prior to the cancellation or expiration of such
  policies.

              
	 	 	 


      

    

    
      	
               
      

            	
              c.

            	
              Mexcor
      shall maintain sufficient insurance to protect the Product Rights, and
      shall notify DA at least ten (10) days prior to the cancellation or
      expiration of such insurance.

            


    

    


    REPRESENTATION AND
WARRANTIES

     

    
      
        	
                18.

              	
                REPRESENTATIONS AND
      WARRANTIES.

              
	 	 


      

    

    
      
        	
                 
      

              	
                a.

              	
                Each
      party represents and warrants to the other party that it is duly organized
      and in good standing in its respective jurisdiction of organization, that
      it has the authority to enter into and perform this Agreement, and that
      the consummation of this Agreement will not violate any agreement or
      judicial order to which it is a party or by which it is
    bound.

              
	 	 	 


      

    

    
      	
               
      

            	
              b.

            	
              DA
      represents and warrants that it is authorized to sub-license the Products
      Rights to Mexcor to the extent required for Mexcor to perform the
      Services.  DA warrants that the Products Rights do not, to the
      best of DA's knowledge, infringe upon any copyrights, patents, trademarks,
      trade dress, or other property rights of any person, firm or
      entity.  DA further represents and warrants that it is unaware
      of any current, potential, and/or threatened claim for infringement of a
      third-party’s intellectual property rights relating to the Products
      Rights.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                c.

              	
                Mexcor
      represents and warrants to DA that (i) it currently has, will acquire,
      and/or will maintain during the term of this Agreement, all state and
      federal licenses, permits, registrations and certificates necessary to
      produce or have produced, package, import, store, distribute and sell the
      Products and to satisfy its obligations hereunder and that Mexcor will use
      its best efforts to cause any sub-producers or sub-distributors
      to  have and maintain all such licenses, permits, registrations
      and certificates, (ii) all Products will be brewed and packaged in strict
      accordance with the Recipe and be free from adulteration and foreign
      contaminants, (iii) both DA and the Product Rights Owner, as more
      fully described herein, may inspect production records and operations
      related to the Product upon request and during normal Mexcor business
      hours, (v) it will follow and that Mexcor will use its best efforts to
      cause sub-producers to follow good manufacturing practices in the
      production of the Products and all Products shall be of a good and
      merchantable quality and fit for the purpose for which intended, and (vi)
      the Recipe and production and packaging of the Products will be in
      accordance with all applicable state and federal and foreign
      laws.

              
	 	 	 


      

    

    
      	
               
      

            	
              d.

            	
              EXCEPT
      AS EXPRESSLY SET FORTH HEREIN, THE PARTIES MAKE NO OTHER WARRANTIES AND
      HEREBY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR
  IMPLIED.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      
        	
                19.

              	
                PRODUCT
      RIGHTS.

              
	 	 


      

    

    
      
        	
                 
      

              	
                a.

              	
                Mexcor
      recognizes that the Product Rights have great value and acknowledges that
      certain of the Product Rights are licensed and not owned by DA and all
      accompanying rights thereto, including all goodwill, are the property of
      the  owner of the Product Rights (the “Product Rights
      Owner”).  Mexcor shall not, during the term of this Agreement or
      anytime thereafter, assert any right of ownership over the Product
      Rights in any manner, use the Product Rights other than in
      accordance with the terms of this Agreement, or otherwise misappropriate
      the Product Rights for its own use and gain.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                b.

              	
                Mexcor
      agrees that it will not, in any manner, disparage or diminish the image
      and quality of any of the Products, the Product Rights, or of
      the  owners of the Product Rights (the “Product
      Rights Owners”) and, other than as expressly permitted under this
      Agreement or with the written consent of DA, shall never (i) engage in any
      communications, public relations, promotion marketing, or sales activities
      relating to Mexcor’s involvement with production of the Products, or the
      affiliation of the Products with the Product Rights Owners, or (ii) make
      use, in any way, of the Products, the Product Rights, or of the name or
      likeness of the Product Rights Owner, or any affiliate thereof,
      except in furtherance of this Agreement.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                c.

              	
                Mexcor
      shall cooperate with DA in preserving and protecting the integrity and
      value of the Product Rights. Mexcor agrees to indemnify and hold DA
      harmless for any misuse or misappropriation of the Product Rights by
      any person including any sub-distributor or sub-manufacturer, and to
      compensate DA for any damages incurred as a result of such misuse or
      misappropriation by Mexcor or sub-distributor or
    sub-producer.

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

    

    
      	
               
      

            	
              d.

            	
              Mexcor
      acknowledges and expressly agrees that the Product Rights Owners
      (other than DA and its affiliates) are not a party to this Agreement, and
      Mexcor shall have no recourse whatsoever, whether based in law or in
      equity, against the third-party Product Rights Owner for any claim
      Mexcor may have arising from this Agreement.  To the extent
      Mexcor may, under any law, have any claim against third-party Product
      Rights Owner arising from this Agreement, Mexcor hereby expressly and
      unequivocally waives such claim in its entirety and will indemnify the
      third-party Product Rights Owners for any and all costs, expenses, or
      damages, including attorney fees, incurred by the Product
      Rights Owners resulting from Mexcor taking any action inconsistent
      with Mexcor’s stated waiver and agreement contained in this
      paragraph.

            


    

    


    OTHER AGREEMENTS AND
ACKNOWLEDGEMNTS

     

    
      	
              20.

            	
              RELATIONSHIP
      OF THE PARTIES. Mexcor and DA shall be deemed independent
      contractors and nothing herein contained shall be construed to create any
      partnership, joint venture, agency, or employment relationship between the
      parties.  Neither party shall have the power or right to bind
      the other party to any third party.

            


    

    


    
      
        	
                21.

              	
                INDEMNIFICATION.

              
	 	 


      

    

    
      
        	
                 
      

              	
                (a)

              	
                Mexcor
      agrees to defend, indemnify and hold DA harmless against any and all
      claims, costs, damages, liabilities, expenses, losses, causes of action
      (including reasonable attorneys fees) arising out of, due to, or in any
      way connected with (i) Mexcor’s breach of any agreement, representation,
      or covenant contained in this Agreement, (ii) Mexcor's failure to properly
      perform the Services including to properly produce, package, and
      distribute the Products, or (iii) any violation by Mexcor of federal or
      state law.

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

    

    
      	
               
      

            	
              (b)

            	
              DA
      agrees to defend indemnify and hold Mexcor harmless against any and all
      claims, costs, damages, liabilities, expenses, losses, causes of action
      (including reasonable attorneys fees) arising out of, due to, or in any
      way connected with (i) DA’s breach of any agreement, representation or
      covenant contained in this Agreement; or (ii) DA’s failure to properly
      perform its obligations hereunder.

            


    

    


    
      
        	
                22.

              	
                TERMINATION FOR CAUSE
      AND DAMAGES.

              
	 	 


      

    

    
      
        	
                 
      

              	
                a.

              	
                In
      addition to any other termination provision contained herein, either party
      may terminate this Agreement for a material breach by the other party upon
      ninety days (90) days written notice to the other party, provided,
      however, that the party receiving notice shall have ninety (90) days to
      cure or remedy any deficiency or alleged breach contained in the notice
      received.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                b.

              	
                This
      Agreement may be terminated if either party fails to make payment for any
      undisputed amounts due under this Agreement within fifty-five (55) days
      after receipt of written notice.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                c.

              	
                Upon
      termination of this Agreement, Mexcor will immediately cancel new
      production of the Products, but will be allowed to fulfill outstanding
      orders and distribute all finished inventory and current production
      scheduled to be packaged at the time of
  termination.

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                 
      

              	
                d.

              	
                Any
      claim by either party arising out of or relating to this Agreement must be
      brought no later than 365 days after the latter of: (i) the date the claim
      arises, or (ii) the date the claimant first becomes aware of the
      claim.  Claims not brought within the time provided herein shall
      be barred.

              
	 	 	 


      

    

    
      	
               
      

            	
              e.

            	
              Claims
      for money damages arising out of any action amounting to a breach of this
      Agreement by either party shall be limited to the actual damages caused by
      said breach.  Neither party shall be entitled to any
      consequential, special or exemplary damages.  Either party may
      make a claim for equitable relief.

            


    

    


    
      
        	
                23.

              	
                CONFIDENTIALITY AND
      IMPLEMENTATION.

              
	 	 


      

    

    
      	
               
      

            	
              a.

            	
              DA,
      in addition to granting the sub-licenses to Mexcor provided in this
      Agreement, DA may provide Mexcor with designs for primary and secondary
      packaging materials, marketing plans, and other information, materials,
      and instructions related to the Product, the Product Rights, the Product
      Rights Owner, the brand name, and the trade name (all of the foregoing is
      to be considered as “Confidential Information.”  Mexcor will
      implement all such designs and instructions of DA with respect to the
      foregoing.

            


    

    


    
      	
               
      

            	
              b.

            	
              A
      party’s Confidential Information, and all other materials, information,
      data or records provided by one party to the other relating to this
      Agreement shall be the sole and exclusive property of the party providing
      such materials (collectively referred to as “Confidential Information”).
       The parties agree that all Confidential information provided to
      either party by the other in connection with this Agreement shall not be
      disclosed to any other person and shall only be used in the performance of
      this Agreement and for no other reason.  Each party shall return the
      original and all copies of any Confidential Information promptly following
      termination of this Agreement.

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              c.

            	
              In
      the event of any breach of confidentiality, the injured party may seek
      injunctive relief against the other party's disclosure of the Proprietary
      and Confidential Information and be entitled to damages for each
      individual instance of disclosure whether or not such instances of
      disclosure are of the same Proprietary and Confidential
      Information. This agreement of confidentiality and non-disclosure
      shall not apply to information which (i) is in the public domain at the
      time of the receipt from the other party, or which comes into the public
      domain without breach of an obligation hereunder; (ii) is known and can be
      shown to be known by one party at the time of receipt from the other
      party; (iii) becomes known to one party through a third source whose
      acquisition was independent of the other party and not in breach of any
      obligation under this Agreement; or (iv) is required to be disclosed under
      applicable laws.

            


    

    


    
      	
              24.

            	
              ENTIRE
      AGREEMENT.  This Agreement and the exhibits referred to
      herein constitute the entire Agreement between the parties pertaining to
      the subject matter hereof, and supersede all prior agreements,
      understandings, negotiations and discussions of the parties, whether oral
      or written, and there are no warranties, representations or other
      agreements between the parties in connection with the subject matter
      hereof, except as specifically set forth
herein.

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    
      	
              25.

            	
              SEVERABILITY.  If
      any term or provision of this Agreement shall, to any extent, be
      determined to be invalid or unenforceable, the remainder of this Agreement
      shall not be affected thereby, and each remaining term and provision of
      this Agreement shall be valid and enforceable to the extent permitted by
      law.

            


    

    


    
      
        	
                26.

              	
                MISCELLANEOUS.

              
	 	 


      

    

    
      
        	
                 
      

              	
                a.

              	
                Governing
      Law and Venue.  This Agreement shall be construed and
      interpreted according to the laws of the State of Texas without reference
      to its conflicts of laws principles.  The Parties agree that any
      dispute arising out of this Agreement shall be brought Harris County,
      Texas or, in the case of federal jurisdiction, the United States District
      Court for the Southern District of Texas, Houston
  Division.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                b.

              	
                Notwithstanding
      the foregoing, any dispute between the parties as to conformity of
      Products to the Recipe shall be determined by Brewing and Distilling
      Analytical Services, 128 Shady Lane, Lexington, KY 40503, at the expense
      of DA.

              
	 	 	 


      

    

    
      	
               
      

            	
              c.

            	
              Attorneys'
      Fees.  If either party brings an action to enforce this
      Agreement, or to declare rights under this Agreement, the prevailing party
      in any such action shall be entitled to its reasonable attorneys' fees to
      be paid by the losing party.

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                d.

              	
                Assignment.  Either
      party may assign this Agreement, subject to all of the terms and
      provisions hereof and to the written consent of the non-assigning party,
      which may be withheld by DA in its sole discretion but may not be
      unreasonably withheld by Mexcor.  All provisions of this Agreement
      shall be binding upon the respective employees, delegates, successors,
      heirs and permitted assignees of the parties.

              
	 	 	 


      

    

    
      	
               
      

            	
              e.

            	
              Notices.  Unless
      otherwise specifically provided herein, all communications or notices
      required or permitted by this Agreement shall be in writing and shall be
      deemed to have been given at the earlier of the date when actually
      delivered to an officer of the other or three (3)  days after
      mailing in the United States mail via certified or registered mail, return
      receipt requested, and addressed as follows, unless and until either party
      notifies the other of a change of
address:

            


    

    


    If to
Mexcor:

    Mr.
Eduardo Morales

    Mexcor,
Inc.

    8950
Railwood Drive

    Houston,
Texas 77078

    


    If to
DA:

    Mr. J.
Patrick Kenney, CEO

    Drinks
Americas Holdings, Ltd.

    372
Danbury Rd.

    Wilton,
CT 06897

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              f.

            	
              Waiver
      and Modification.  Unless otherwise specifically provided
      herein, no waiver or modification of any of the terms of this Agreement
      shall be valid unless in writing and signed by both parties.  No
      waiver by either party of a breach or default under this Agreement shall
      be deemed a waiver by such party of a prior or subsequent breach or
      default of a like or similar
nature.

            


    

    


    
      	
               
      

            	
              g.

            	
              Force
      Majeure.  In the event that either party is prevented or delayed
      from performing its obligations under this Agreement by virtue of fires,
      labor strikes, labor disputes, accidents, sabotage, federal or state
      legislation, or orders there under, judicial action, acts of God, war,
      acts of terrorism, or civil commotion, such nonperformance shall be
      excused and shall not constitute a default under this Agreement; provided,
      that in the event that such nonperformance continues for a period in
      excess of three (3) consecutive months, either party shall have the option
      to terminate this Agreement immediately upon written
    notice.

            


    

    


    
      	
               
      

            	
              h.

            	
              Further
      Instruments.  The parties shall execute and deliver any and all
      other instruments and shall take any and all other actions as may be
      reasonably necessary to carry out the intent of this
      Agreement.

            


    

    


    
      	
               
      

            	
              i.

            	
              Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same instrument. The descriptive headings herein are inserted for
      convenience only and are not intended to be a part of or to affect the
      meaning or interpretation of this Agreement. DA and Mexcor hereby
      acknowledge that this Agreement shall not be construed in favor of one
      party more than the other based upon which party drafted the
      Agreement.

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

         

    IN
WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the
day and year first above written.

     

    
      
        
          
            
              	 
      	 	 
      
	 
      	 	 
      
	
                      Drinks
      Americas Holding, Ltd.

                    	 	
                      Mexcor
      Distributors

                    
	
                      By:

                    	 	
                      By:

                    
	
                      Title:

                    	 	
                      Title:

                    


            

          

        

      

    

     

    
      
        
        

      

      
        30