Exhibit 10.27

                                      LEASE

                                   FACE PAGE*


  Date of Lease:              October 18, 2004

  Lease Commencement:         December 1, 2004

  Lessor:                     Gasperoni Development

  Lessor's address:           931 Wekiva Springs Road, Longwood Florida 32779

  Lessee:                     TOTAL BEVERAGE NETWORK, INC.

  Lessee's address:           4800 NW 15th Aye, IC Ft Lauderdale, Florida 33309

  Name of Center:             International Warehouse Distribution Complex
                              Unit Number:  1C
                              Address:      4800 NW 15th Avenue
                                            Ft Lauderdale, Florida 33309

                               Approximate Unit Size: 7200  square feet.
                               Leased Premises are 14% of the total rentable
                               square feet of the Center

Name to be used by Lessee:          Beverage Network of South Florida

Lessee's Use:                       beverage distribution

Date of Occupancy:                  tenant in possession under old lease

First Monthly Payment Due:          December 1st 2004

Lease Term:                         1 year

Rent Payment Date:                  1st of each month

Security Deposit:                   none

Last One Month's Rent :             none


Additional Rent:*

1. Common Area and Operation Cost (Includes Parking Lot and Lawn Maintenance):

   Per Sq. Ft.: n/a               Per Month: S               none

2. Real Estate Taxes: Per Sq. Ft. 0.51 Per Month: $306.00
   Based on year 2003 real-estate taxes
   TOTAL PAYMENT PER MONTH: $4,776.36
   Insurance:
   Per Sq. Ft: n/a            Nr Month: S        0.00
   SalesTax:   6%             PerMonth: 5      270.36

Make out & Mail payments to: Gasperoni Development 3.
                             931 Wekiva Springs Road
                             Longwood, Florida 3279

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          The following express stipulations and conditions are made a part of
this Lease and are hereby assented to by the Lessee.

          FIRST: ASSIGNMENT SUBLETTING AND ALTERATIONS. The Lessee shall not
assign this lease, not sub-let the premises or any part thereof not use the
same, or any part thereof nor the permit the same, or any part thereof to be
used for any other purpose than as above stipulated in clause Lessees' use
Clause, nor make any alternations therein, and all additions thereto without the
written consent of the Lessor, and all additions, fixtures or improvements which
may be made by Lessee, except movable office furniture, shall become the
property of the Lessor and remain upon the premises as part thereof and be
surrendered with the premises at the termination of this lease.

          SECOND: LESSEE'S PERSONAL PROPERTY. All personal property placed or
moved onto the premises above described shall be at the risk of the Lessee or
owner thereof and Lessor shall not be liable for any damage to said person
property, or to the Lessee arising from any act of negligence of any co-Lessee
or occupants of the building or of any other person whomsoever.

          THIRD: GOVERNMENTAL REGULATIONS. That the Lessee shall promptly
execute and comply with all statues, ordinances, rules, orders, regulations and
requirements of the Federal, State and City Government and of any and all their
Departments and Bureaus applicable to said premises, for the correction,
prevention and abatement of nuisances or other grievances, in, upon, or
connected with said premises during said term; and shall also promptly comply
with and execute all rules, orders and regulations of the Southeastern
Underwriters Association for the prevention of fires, at Lessees own cost and
expense.

          FOURTH: DESTRUCTION OF PREMISES. In the event the premises shall be
destroyed or so damaged or injured by fire or other casualty during the life of
this lease, whereby the same shall be rendered un-leasable, then the Lessor
shall have the right to render said premises leasable by repairs within ninety
days therefrom. If said premises are not rendered Leasable within said time, it
shall be optional with either party hereto to cancel this lease and in the event
such cancellation the rent shall be paid only to the date of such fire or
casualty. The cancellation herein mentioned shall be evidenced in writing.

          FIFTH: DEFAULT OF LESSEE. The prompt payment of the rent for said
premises upon the dates named, and the faithful observance of the rules and
regulations printed upon this lease, and which are hereby made a part of this
covenant, and which the lease is made and accepted and any failure on the part
of the lessee to comply with the terms of said lease, or any of said rules and
regulations now in existence, or which may be hereafter prescribed by the
Lessor, shall be a default of this Lease.

          SIXTH: LESSOR'S RIGHTS UPON DEFAULT. If the Lessee shall abandon or
vacate said premises before the end of the term of this lease, or shall suffer
the rent to be in arrears, or be in default of the Lease, the Lessor may at his
option. forthwith cancel this Lease or he may enter said premises as the agent
of the Lessee, by force or otherwise, without being liable in any way therefor,
and relet the premises with or without any furniture that may be therein, as the


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agent of the Lessee, at such a price and upon such terms and for such duration
of time as the Lessor ~may determine, and receive the rent therefor, applying
the same to the payment of the rent due by these presents, and if the full
rental herein provided shall not be realized by Lessor over and above the
expenses to Lessor in such reletting, the said Lessee shall pay any deficiency.
and if more than the full rental is realized Lessor will pay over to said Lessee
the excess of demand.

          SEVENTH: ATTORNEY'S FEES. Lessee agrees to pay the cost of collection
and a reasonable attomey's fee on any part of said rental that may be collected
by suit or by attorney. after the same is past due or for any other action
resulting from Lessees breach of the Lease.

          EIGHTH: Utilities. The Lessee agrees that he will pay all charges tbr
all utilities and garbage removal used on Lessee's said premises All garbage and
water use (if not metered directly to tenant) shall be prorated and paid
quarterly to Landlord. Proration shall be determined by Landlord at Landlord's
sole discretion. All boxes must be broken down and placed inside dumpster.

          NINTH: LESSOR'S LIEN. The said Lessee hereby pledges and assigns to
the Lessor all the furniture, fixtures. goods and chattels of said Lessee, which
shall or may be brought or put on said premises as security for the payment of
rent herein reserved, and the Lessee agrees that the said lien may be enforced
by distress foreclosure or otherwise at the election of said Lessor, and does
hereby agree to pay a reasonable attorney's fee, together with all costs and
charges therefore incurred or paid by the Lessor.

          TENTH: RULES AND REGULATIONS Landlord shall have the right, at any
time or times hereafter, to adopt. amend, rescind or supplement the following
rules and regulations as Landlord deems reasonable necessary for the safety and
good order of the premises. Landlord shall give written notice to the Tenant of
changes made to the rules and regulations.

          (a) All loading and unloading of goods shall be done only at such
              times, in the areas. and through the entrances, designated by
              Landlord.

          (b) Delivery or shipping of merchandise, supplies and fixtures to and
              from the leased premises shall be subject to such rules and
              regulations as in the judgment of Landlord are necessary for the
              proper operation of the leased premises.

          (c) All garbage and refuse shall be kept in a container no less than a
              minimum 5 yard capacity specified by Landlord and shall be placed
              outside of the premises prepared for collection in the manner and
              at the times and places specified by Landlord. If Landlord shall
              provide or designate a service for picking up refuse and garbage,
              Tenant shall use same at Tenant's cost. The outside areas
              immediately adjoining the premises shall be kept clean and free
              from dirt and rubbish by the Tenant to the satisfaction of the
              Landlord, and Tenant shall not place any obstruction or
              merchandise in such areas nor use any of the common areas adjacent
              to the premises for outside storage at any time.

          (d) No loud speakers, television, phonographs, radios, musical
              instruments shall be used in a manner so as to disturb the
              occupants of the building or be heard or seen outside of the
              premises without the prior written consent of the Landlord.

          (e) No aerial or antenna of any kind shall be erected on the roof or
              exterior walls of the premises. or on the grounds without, in each
              instance, the express written consent of the Landlord. Any aerial
              or antenna so installed without such written consent shall be
              subject to removal without notice at any time.

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<PAGE>

          (f) The plumbing facilities shall not be used for any other purpose
              than that for which they are constructed. No foreign substance of
              any kind shall be thrown therein, and the expense of any breakage,
              stoppage. or damage resulting from a violation of this provision
              shall be borne by Tenant, who shall, or whose employees. agents or
              invitees shall have caused it.

          (g) Tenants shall not burn any trash or garbage of any kind in or
              about the leased premises.

          (h) Tenant shall use, at Tenant's cost, such pest extermination
              contractor as Landlord may direct and at such intervals as
              Landlord may require.

          (i) No portion of the premises may be used as sleeping or lodging
              quarters by any person at any time.

          (j) No birds, animals or any other pets shall be brought into or kept
              in or about the premises or building

          (k) The washing of vehicles and machinery shall be expressly
              prohibited within the confines of the property

          (1) Any vehicle(s) left in the parking area for five (5) days will be
              considered abandoned and towed at the Owner's expense.

          (m) Landlord will not be responsible for any of the Tenant's lost or
              stolen personal property from Tenant's space or public areas
              regardless of the cause or time when such loss occurred.

          (n) lenant shall not install or operate any steam or gas engine or
              boiler, or carry on any mechanical business in the premises
              without Landlord's prior written consent, which consent may be
              withheld at Landlord's absolute discretion. The use of oil, gas or
              flammable liquids for heating, lighting or any other purposes
              expressly prohibited. Explosives or other articles deemed
              hazardous shall not be brought into the building.

          (o) Tenant agrees that, by the execution of this Lease to accept,
              agree and bide by the building rules and regulations or any
              reasonable modifications or additions thereto during the term of
              this lease.

          (p) Parking by the Tenant or their employees in front of their leased
              property or any other tenant's leased premises is strictly
              prohibited. This action is a violation of your lease and subject
              to vehicle being toed away at owner's expense.

          (q) Tenant must obtain occupational license before occupancy and
              correct at any defects to the premises at tenants expense in order
              to obtain the occupational license.

          ELEVENTH: ACCESS BY LESSOR. The Lessor, or any of his agents shall
have the right to enter said premises during all reasonable hours, to examine
the same and make such repairs, additions or alterations as may be deemed
necessary for the safety, comfort, or preservation thereof, or of said building.
or to exhibit said premises, and to put or keep upon the doors or windows
thereof a notice "For Rent" at any time within thirty (30) days before the
expiration of this Lease. The right of entry shall likewise exist for the
purpose of removing place cards, signs, fixtures, alterations, or additions,
which do not conform to this Agreement, or to the rules and regulations of the
building.

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<PAGE>

          TWELFTH: MAINTENANCE OF PREMISES. Lessee hereby accepts the premises
in the condition they are in the beginning of this Lease and agrees to maintain
said premises in the same condition, order and repair as they are at the
commencement of said term, excepting only reasonable wear and tear arising from
the use thereof under this Agreement, and to make good to said Lessor
immediately upon demand, any damage to water apparatus, or electric lights or
any fixture, appliances or appurtenances of said premises, or of the building,
caused by any act of neglect of Lessee, or of any person or persons in the
employ or under the control of the Lessee. Lessee, at its expense, agrees to
maintain, repair and replace the air conditioning and heating units including
changing filters and cleaning drain lines periodically of said units. Evidence
must be shown of an annual maintenance contract for all air conditioning and
heating units in the unit occupied by the Lessee and a copy must be mailed to
lessor no later than thirty (30) days after occupancy. Defects to units must be
noted by the air-conditioning company at the time of the initial inspection and
service. Lessee agrees to engage and pay for its own janitorial services in the
leased portion occupied by the Tenant. Tenant accepts premises on as ~as is
basis."

          THIRTEENTH: NON-LIABILITY OF LESSOR. It is expressly agreed and
understood by and between the parties to this Agreement, that the Lessor shall
not be liable for any damage or injury which may be sustained by the said Lessee
or other persons resulting from the carelessness, negligence, or improper
conduct on the part of the Lessee, any other Lessee or their agents, or their
employees.

          FOURTEENTH: Notice. It is understood and agreed between the parties
hereto that written notice mailed or delivered to the premises leased hereunder
shall constitute sufficient notice to the Lessee and written notice mailed or
delivered to the office of the Lessor shall constitute sufficient notice to the
Lessor, to comply with the terms of this Contract.

          FIFTEENTH: NON-FORFEITURE OF LESSOR'S RIGHTS. The rights of the Lessor
under the foregoing shall be cumulative and failure on the part of the Lessor to
exercise promptly any rights given hereunder shall not operate to forfeit any of
said rights.

          SIXTEENTH: ADDITIONAL RENT. It is further understood and agreed
between the parties hereto that any charges against the Lessee by the Lessor for
services or work done on the premises by order of the Lessee or to otherwise
accruing under this contract shall be considered as additional rent due and
shall be included in any lien r rent due and unpaid.

          SEVENTEENTH: PRO RATA SHARE OF PROLECT COMMON AREA EXPENSES. In each
Lease Year or Partial Lease Year, as defined herein. Tenant will pay to
Landlord, in addition to the Base Rent specified above, as further additional
rent, "Tenant's proportionate share" of "Project Common Area Operating
Expenses."

1.   "Tenant's proportionate share" shall mean a proportion of the Project
     Common Area Operating Expenses, calculated by multiplying the total Project
     Common Area Operating Expenses by a fraction, the numerator of which shall
     be the aggregate number of square feet contained in the Leased Premises and
     the denominator of which shall be the aggregate number of square feet of
     leasable building space in the Project. which percentage share hereby a~eed
     to be as stated on page one (1) of the lease.

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<PAGE>

2.   "Project Common Area Operating Expenses" as used herein means the total
     cost and expense incurred in operating, and repairing the Project buildings
     and improvements and common facilities, (including insurance, security
     services, and real estate taxes) hereinafter defined excluding only items
     of expense commonly known and designated as debt service. Project Common
     Area Operating Expenses shall specifically include, with limitation:

     a. gardening, landscaping and irrigation, repairs, painting;

     b. management fees;

     c. sanitary control, removal of trash, rubbish, garbage, and other refuse
        from the Common Areas but not from any leased premises;

     d. depreciation on machinery and equipment;

     e. the cost of maintenance and support personnel, including but not limited
        to payroll and applicable payroll taxes, worker's compensation insurance
        and fringe benefits;

     f. utility charges for the common areas;

     g. water and sanitary sewer charged not billed directly to tenants;

     h. Association fees or dues: and

     i. Any and all other charges. costs or expenses which may be associated
        with Landlord's operation of the project.

     j. Security Services: Landlord, in its sole discretion, determination and
        option may. but is not required to enter into a contract or contracts or
        otherwise provide or make arrangement for the providing of guard, patrol
        and/or security which may include security guards and/or electronic
        devices and/or a guard gate and/or gate house. Tenant shall pay its
        proportionate share for the expense of the services as they presently
        exist or as changed, modified, added to or deleted from time to time.
        Landlord shall in no way be responsible for the performance or
        non-performance of the obligations of guard/patrol/security personnel or
        service, including but not limited to negligent or intentional acts, and
        Tenant hereby releases Landlord from any claims of any nature whatsoever
        in connection therewith.

3.   "Common Facilities" means all areas, space, equipment and special services
     provided by Landlord for the common or joint use and benefit of the
     occupants or operations of the Project. their employees, agents, servants,
     customers and other invitees, including without limitation, parking areas,
     access roads, driveways, retaining walls, landscaped areas, pedestrian
     malls, courts, stairs, ramps, and sidewalks, public restrooms, washrooms,
     community hall or auditorium (if any) and signs, wherever located,
     identifying the Project, and providing instructions thereto.


4.   Landlord may estimate the Project Common Area Operating Expenses referred
     to in this Section 2.04 and Fenant shall pay one-twelfth (1/12) of said
     estimated amount monthly in advance, together with the next due payment of
     base Rent. After the end of each Lease Year or Partial Lease Year, Landlord
     shall t'urnish Tenant a statement of' the actual Project Common Area
     Operating Expenses. Within thirty (30) days after receipt by Tenant of'


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     said statement, Tenant shall have the right in person to inspect Landlord's
     books and records as pertain to said Project Common Area Operating
     Expenses, at Landlord's office, during normal business hours, upon four
     days prior written notice. The statement shall become final and conclusive
     between the parties unless Landlord receives written detailed objections
     with respect thereto within said thirty (30) day period. Any balance shown
     to be due pursuant to said statement shall be paid by Tenant to Landlord
     with thirty (30) days following Tenant's receipt thereof and any
     overpayment shall be immediately credited against Tenant's obligation to
     pay Additional Rent in connection with anticipated Project Common Area
     Operating Expenses for the next year, or, if by reason of any termination
     of this Lease no such future obligation exists, refunded to Tenant.
     Anything herein to the contrary notwithstanding. Tenant shall not delay or
     withhold payment of any balance shown to be due pursuant to a statement
     rendered by Landlord to Tenant because of any objection which Tenant may
     raise with respect thereto and Landlord shall immediately credit or refund
     any overpayment found to be owing to Tenant as aforesaid upon the
     resolution of said objection.

         EIGHTEENTH: Signs. It is hereby understood and agreed that any signs or
advertising to be used, including awnings, in connection with the premise leased
hereunder shall first be submitted to the Lessor for approval before
installation of same and approved by the local municipality ordinance.

         NINETEENTH: Security DEPOSIT. Prior to Landlord's execution of this
Lease, Tenant shall deposit with the Landlord the sum indicated, and if by
check. is subject to collection. Said deposit shall be held by Landlord, without
liability for interest, and may be commingled with other funds of Landlord as
security for the faithful performance by Tenant of all the terms, covenants, and
conditions of this Lease by Tenant to be kept and performed during the term
thereof.

The security deposit shall be returned to Lessee upon Lessee's vacating the
premises at the end of this Lease and returning the premises to Lessor in same
condition in which Lessee received it. ordinary wear and tear excepted. The
security deposit shall be forfeited to cover costs incurred in restoring the
premises to their condition at the commencement of Lease, if the Lessee shall
fail to do so and or to cover costs, losses, damages or expenses incurred due to
Lessee's failure to perform under an~ of the terms and conditions of this Lease.
However, such forfeiture shall not be in lieu of any other remedy or action of
Lessor at law or otherwise. and all such remedies. shall be in addition to any
that may exercised concurrent with any forfeiture of deposit hereunder. Lessee
shall not withhold payment of any rent which is due and payable for the purpose
of applying the security deposit to any rental which is not timely paid.

         TWENTIETH: LESSEE'S INSURANCE. The Lessee shall secure and maintain for
the entire term of this Lease, at Lessee's expense. effective as of the
commencement date of this Lease, public liability (property and bodily damage)
insurance under a policy or policies written b~ a company or companies
acceptable to Lessor. with a "Best" rating of at least A or better. and which
shall name Lessor as an additional insured and in the limits of not less than
$300,000.00 to cover the claim of which may arise from a single occurrence. A
copy of the insurance certificate evidencing the payment of the premium in
advance for one (1) year and the coverage's shall be delivered to Lessor prior
to the date of the commencement of this Lease.

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          TWENTY FIRST: REAL ESTATE TAXES. Tenant shall pay that portion of all
real property taxes which may be levied or assessed by any lawful authority
against the land and improvement in the building which is equal to the product
obtained by multiplying such taxes by a fraction, the numerator of which shall
be the square floor area of the leased premises and the denominator of which
shall be the square foot area of the entire building. The taxes shall be
collectible by lessor from Lessee as follows: - payable monhly as indicated on
Face Page A tax bill submitted by lessor to Tenant shall be sufficient evidence
of the amount of taxes assessed or levied against the parcel of real property in
which sum bill relates. Real estate taxes may vary year to year depending on the
decrease or increase yearly. If there is a proposed real estate tax increase,
Landlord has the option to attempt to reduce such increase by employing a tax
reduction company.

          TWENTY-SECOND: TIME AND PLACE OF PAYMENT. Tenant will promptly pay all
rental and other charges and render all statements herein prescribed at the
office of Landlord, or to such other person or corporation, and at such other
place, as shall be designated by landlord in writing at least ten (10) days
prior to the next ensuing rental payment date Any rental payment not received by
Landlord on its due date shall incur a "late charge" equal to ten percent of
such payment to compensate Landlord for its administrative expenses in
connection with such late payment. When rental payments are delivered by Tenant
through the mails, Tenant shall mail such payment sufficiently in advance so
that the landlord will receive the payments on or before the first day of the
calendar month or on or before the due date in the event the due date is other
than the first day of the calendar month. If Landlord shall pay any moneys. or
incur any expenses in correction of' any violation of any covenant or of any
other obligation of Tenant herein set forth or implied here from the amounts
paid or incurred shall. at Landlord's option and on notice to Tenant, be
considered additional rentals payable by tenant, with the first installment of
rental thereafter to become due and payable, and may be collected or enforced as
by law provided in respect to rentals.

         TWENTY-THREE: LATE CHARGE. Tenant agrees to pay a late charge often
percent (10%) of each payment of rent, additional rent or other charges or sums
specified in this Lease, or any portion thereof due and unpaid more than five
(5) days from and after the due date thereof, to cover the extra cost and
expense to Landlord occasioned by tenant's failure to timely pay such sums. In
addition, Lessor may charge a Twenty-five and no/l00 ($25.00) fee for any check
it must redeposit because of insufficient funds.

         TWENTY-FOUR: In the event that the lease shall not be in default in the
performance of any term or condition of this lease, then upon expiration of the
lease term, Tenant shall have the option to renew the lease for an additional
term of none years. During such renewal period, all the terms and conditions of
this lease shall remain in effect including the rent payable hereunder, except
that the rent payable hereunder shall be whatever rent is being paid during the
last year of the original lease term plus the none percent ( 0%) annual
increase.

This option may be exercised by the Tenant at any time prior to this date which
shall be three months from the expiration of the original term of the lease The
option shall be exercised by delivering, or mailing, postage prepaid, certitied
mail, notice to Lessor stating that the Tenant is exercising his option to
renew. Such exercise of the option shall automatically extend the term of the
lease upon the terms and conditions herein set forth, and no further writing
need be executed by the tenant or the Lessor Once exercised the tenant shall not
have the right to revoke his election to exercise this option In the event that
the option is not exercised as provided for, then the option shall expire and
the Tenant shall not have the right to renew the lease.

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          TWENTY-FIVE: In addition to any other remedies Lessor may have under
this lease or under the prevailing law in the event of a default. Lessor may
recover from Tenant all damages it may incur by reason of such breach of lease
including the cost of recovering the leased premises, reasonable attorney's fees
and including the worth at the time of such termination of the excess, if any,
of the amount of rent and charges equivalent to rent reserved in this lease for
the remainder of the stated term over the then reasonable rental value of the
leased premises for the remainder of the stated term, all of which amounts shall
be immediately due and payable from Tenant to Lessor.

          TWENTY-SIX: BROKERAGE. Tenant represents and warrants to Landlord that
it has not engaged any Broker. finder, other person or entity other than none
who would be entitled to any commission or fee with respect to a negotiation.
execution or delivery of this Lease and shall indemnify and hold harmless
Landlord against any loss. costs, liability or expense incurred by Landlord as a
result of any claim asserted by such Broker, finder, other person or entity on
the basis of any arrangements or agreements made or alleged to have been made by
or on behalf of Tenant. Tenant further agrees that in the event negotiations are
necessary between Tenant and Landlord with regard to any renewals, options or
expansions whether contained in this Lease or not, these negotiations will be
held directly between Tenant and Landlord without any obligation to outside
brokerage companies. Should Tenant desire the services of an outside brokerage
Company, any expense incurred for these brokerage services will be for the
Tenants account.

         TWENTY-SEVEN: HAZARDOUS WASTE. T'he l'enant herein shall throughout the
term of this Lease, as its sole expense. promptly comply with all present and
future laws and regulations of all federal. state, and municipal governments,
courts, commissions. departments, boards and officers, and all orders and
regulations of any other body exercising similar functions, foreseen or
unforeseen, ordinary as well as extraordinary, with any direction of any public
officer, pursuant to law, which shall impose any duly upon the Landlord or the
Tenant with respect to the management of' hazardous waste on the subject leased
property. Tenant at its sole expense. shall obtain all licenses or permits which
may be required by the atbrereferenced federal, state and/or municipal
authority, the establishment creation and operation of' the business involving
directly or indirectly, creation, use or disposal of hazardous waste as defined
in Florida Statue 403.703. To the extent required by law with particular
reference to Florida State 403 "Environmental Control" the Tenant herein
convenants to defend and to otherwise indemnify and hold Landlord harmless from
any damage. costs or charges associated with or otherwise resulting from its
business operation either directly, indirectly or as a by-product of same.
Tenant covenants to obtain insurance covering the subject hazardous materials in
any amount previously set forth in this Lease Agreement and where permitted.
shall name the Landlord herein as a direct beneficiary thereof. Tenant further
agrees to indemnity Landlord against all liabilities, damages and other
expenses. Including reasonable attorney's fees which may be imposed upon,
incurred by or asserted against the Landlord by reason of the Tenant's business
operations involving, directly or indirectly the creation, use or disposal of
hazardous waste as defined in Florida Statute 403.703. and by reason of any of
the following occurring during the term of this Lease:


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<PAGE>

          (a) Any use whether proper or improper by Tenant of the Leased
Property;

          (b) Any negligence on the part of a Tenant of its employees, agents,
contractors, sub contractors, licensees or invitees.

          (c) Any personal injury or property damage occurring on or about the
leased premises as a result of the aforesaid Tenants failure and/or violations
of Florida State 403 et seq. entitled "Environmental Control as Reference to the
Use, Transport, Storage, or Disposal of Waste Materials."

          TWENTY-EIGHT: SPECIAL CONDITIONS AS TO HAZARDOUS WASTE. Landlord
hereby notifies Tenant as to the special leasehold terms and provision set forth
hereinbelow of which Tenant acknowledges having been so notified and informed,
and to which Tenant further convenants and agrees to be legally bound, and as
further evidenced by Tenants execution of the subject lease agreement.

          (a) It is mandatory that all areas within buildings and
loading/unloading areas where hazardous materials or hazardous wastes
(ignitable, corrosive, toxic. or reactive) or to be used, handled, generated, or
stored, are to be constructed with impervious floors, without drains, to insure
containment and facilitate clean up of any spill or leakage. It is specifically
the responsibility and obligation of the Tenant to notify Landlord of Tenant's
business operations involving, directly or indirectly. use existence, and
otherwise presence of hazardous materials or hazardous waste: and to further
submit to Landlord plans and specifications for the construction of the
aforesaid impervious floors. Upon such approval. Landlord at its sole
discretion, shall make said improvements or shall authorize the Tenant to
contract for and otherwise make the aforesaid improvements. Tenant shall be
solely responsible for all costs of construction and other relates costs
therein. Tenant covenants to defend and further agrees to indemnify and hold
harmless Landlord against all liabilities, damages and other expenses, including
reasonable attorney's fees which may be imposed upon, or incurred by, or
asserted against the Landlord by reason of the aforesaid construction of
improvements as set forth hereinabove.

          (b) Tenant is prohibited from storage of hazardous materials or
hazardous vvaste outside of the subject leased premises and buildings.

          (c) Tenant is specifically required to have in its possession at the
leased premises a hazardous waste generator or generators which use, handle,
store, or display hazardous materials and/or generate hazardous waste. Tenant is
required to contract with a licensed public or private hazardous waste disposal
service or processing facility and to annually provide to the County in which
the leased premises are situated, and maintain on tile for a period of at least
five (5) years, copies of the following documentation's of proper hazardous
waste disposal:

              i.   A hazardous waste manifest;

              ii.  A bill of lading from a transporter indicating shipment to a
                   permitted hazardous waste management facility: or

              iii. A confirmation of receipt of materials from a Florida
                   DEA-approved recycler or waste exchange operation.

          (d) Tenants are hereby notified of the civil and criminal penalties
              and fines set forth in Florida Statute 403.727 referencing the

improper disposal of hazardous waste. Tenant as a hazardous waste generator,
transporter. or facility owner or operator ts placed upon notice of the
mandatory reporting and inspection requirements of said act.

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          (e) Tenant is prohibited from the generation of hazardous effluents
unless adequate pretreatment facilities are approved by FDER and the count in
which the subject leased premises are situated, constructed and used by and
generating such effluents.

          (f) Tenant is prohibited from disposing any hazardous sludge materials
generated by effluents pretreatment in a manner not specifically approved by EPA
(and FDER).

          (g) Tenant must allow reasonable access to facilities for monitoring
by applicable county governments as well as EPA and FDER for purposes of
assuring compliance with Florida Statue 403 ET seq. entitled "Environmental
Control as Reference to the Use, Transport, Storage and Disposal of Waste
materials".

          TWENTY-NINE: MECHANIC'S LIENS. Notice is hereby give that Landlord
shall not be liable tbr any work, labor, or materials furnished or to be
furnished upon credit to or for Tenant or anyone claiming under Tenant, and that
no mechanic's or other lien for any such work, labor, or materials shall attach
to or affect the title or interest of Landlord in and to the premises. Tenant
shall not do or suffer anything to be done whereby the premises may be
encumbered by any mechanic's liens. If any mechanic's lien or notice of claim
thereof is filed against the premises with respect work, labor or materials
furnished or to be furnished to Tenant or anyone claiming under Tenant. Tenant
shall, within thirty (30) days from the date of tiling, cause the same to be
withdrawn, discharged, released, satisfied or removed by deposit, bonding
proceedings or otherwise. If Tenant fails to do so. Landlord may do so, and may
pay any judgment recovered by any such lienor. Tenant shall immediately
reimburse Landlord for all amounts paid (including but not limited to necessary
and incidental expenses and attorney's fees) pursuant to this paragraph. which
amount shall be additional rent and immediately due.

          THIRTY: ESTOPPEL CERTIFICATE. Within ten (10) days after request by
Landlord, or in the event that upon any sale, assignment or hypothecation of the
leased premises and/or the land thereunder by Landlord, an Estoppel Certificate
shall be required from the Tenant, the Tenant agrees to deliver, in recordable
form, an Estoppel Certificate to any proposed Mortgagee or Purchaser or to the
Owner certifying (if such be the case) that this Lease is in full force and
effect and that there are no defenses or offsets thereon or stating those
claimed by the Tenant.

          THIRTY-ONE: CONDEMNATION. If the premises shall be taken by or
pursuant to government authority or through exercise of powers of eminent
domain, either totally or such part as renders the remainder inadequate and
unsuitable for the purpose described herein, this Lease shall terminate as of
the date of taking, and tenant shall have no claim against Landlord for the
value of' any unexpired term. If only part of the premises is so taken and the
remainder is adequate and suitable by reasonable expenditure, this Lease shall
continue in force except that the rent shall he reduced to reflect any loss in
floor space. In such event, Landlord shall bear the reasonable expense of
restoration necessary to make the premises adequate and suitable. but Landlord
shall not he obligated to expend more than the amount actually received by


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Landlord as compensation, damages. or awards for the taking. Landlord shall be
entitled to receive all compensation damages or awards for the taking. except
that Tenant may receive such amount as may be awarded or payable for the taking
of Tenant's equipment and for Tenant's business damages, and except that any
compensation or awards for the taking of a fixture installed by Tenant at
Tenant's expense, which constitutes an improvement to the real estate, shall be
prorated between Landlord and Tenant, so the Tenant receives the percentage that
the remaining portion of the Lease term bears to the remaining useful life of
the fixture. If the fixture is to be restored, as provided above, both
Landlord's and Tenant's shares shall be applied to the cost thereof'.

         THIRTY-TWO: DEFAULT BY TENANT. If Tenant shall be in default in the
payment of any rental or other charges hereunder, or in the observance of any of
the covenants on his part to be performed hereunder, and if Landlord shall
thereafter cancel and terminate this Lease, then and in that event Landlord may,
at his option, enter said premises as an agent of Tenant, without being liable
in any way therefore, and re-let the premises with or without any equipment,
tools and furnishing that may be located thereon at such price and upon such
terms and for such duration of time that Landlord may determine, and Landlord
may receive the rent therefore and apply the same to the payment of the rent due
from Tenant by these presents. and if the full rental herein provided for shall
not be realized by Landlord over and above the expenses to Landlord, including
attorney's fees, in such re-letting, Tenant shall pay any deficiency to
Landlord.

         THIRTY-THREE: BANKRUPTCY OR INSOLVENCY. If Tenant shall become
insolvent, or shall be adjudicated as bankrupt. or shall file a voluntary
petition in bankruptcy or for reorganization, or if a receiver is appointed for
Tenant and the appointment is not vacated within sixty (60) days from
appointment, Landlord may terminate this Lease without penalty. but such
termination shall not release or discharge Tenant or anyone claiming under
Tenant from any obligation or liability to Landlord hereunder, including the
obligation to pay rent as it accrues under this Lease. Upon default by Tenant as
provided herein, Landlord shall, subject to Florida law, have the right and
remedy to re-enter the premises and remove all persons therefrom and Landlord
may, at its option, lease the premises or any part thereof for the balance of
the Lease term as agent for Tenant and receive rents therefore and apply the
same first to the payment of the expenses of reasonable redecorating and making
necessary repairs to the premises. attorney's fees, broker's commission,
advertising and all other reasonable expenses of Landlord in reentering the
premises for the account of Tenant as hereinabove provided. Landlord shall have
the right to declare all monthly installments of rental for the balance of the
Lease term to be immediately due and payable to proceed to obtain a Judgment
therefore against Tenant. Thereafter, all sums collected from the re-letting of
the premises, less costs incurred in connection therewith, shall be applied on
said Judgment. provided, however, any excess sums collected by the Landlord
shall accrue to the Landlord. Further, in the event of default by Tenant. the
Landlord shall have the right to a Landlord's lien on Tenant's property without
in any way affecting Landlord's right to accelerate the balance of rental due
and to bring an action to recover the same.

          THIRTY-FOUR: HOLDOVER BY TENANT. Notwithstanding any provision to the
contrary stated in the foregoing, the Landlord herein specifically reserves his
right to demand double the rent as set forth in Florida Statues 83.06 concerning
the right to demand double rent upon refusal to deliver possession. In addition
thereto, Tenant shall defend, hold harmless and indemnify Landlord against loss
or liability resulting from the delay by Tenant in surrendering the premises
including, without limitation, any claims made by any succeeding occupancy
result from such delay.

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         THIRTY-FIVE: SUBORDINATION OF MORTGAGE. Tenant agrees that this Lease
is and shall remain subordinate to any mortgage or blanket mortgage placed at
any time upon the building, and Tenant agrees TO execute any and all
subordination agreements requested by the holder of any such mortgage, and
Tenant's failure to execute any such agreement shall constitute a default under
this Lease.

         THIRTY-SIX: Tenant accepts premises on an "as is" basis and must
notify' landlord of any changes to the building that are performed by the tenant
and changes must be approved in writing by the landlord. Tenant responsibilities
are to replace and repair all light bulbs and light fixtures, correct any
drainage problems in bathrooms and repair any broken fixtures.

         IN WITNESS WHEREOF, THE parties hereto have hereunto executed this
instrument for the purpose herein
expressed, the day and year above written.

WITNESSES:                                 LESSOR: GASPERONI DEVELOPMENT

                                           EMIL GASPERONI, SR.

AS TO LESSOR                               DATE: 11-3-04

                                           LESSEE: TOTAL BEVERAGE NETWORK, INC.
                                                   BARRY WILLSON
                                                   BARRY WILLSON
                                                   VICE CHAIRMAN
AS TO LESSE                                        DATE 11-1-04


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