AGREEMENT TO RESTRUCTURE

         This Agreement to Resutrcture ("Restructuring Agreement") is entered
into between Universal Beverage Holding Corporation and Universal Beverages,
Inc. (collectively "Universal"), 7563 Philips Highway, Jacksonville, Florida,
32256 and Roberto and Barbara Rial and Lasse and Eva Moe (collectively
"Lenders").

         WHEREAS, Universal is alleged to currently be in default on certain
Notes and a Security Agreement (the "Notes and Security Agreement") entered into
with Lenders, copies of which are attached hereto as Exhibit A, which is the
subject of the suit currently filed under Case No. 99-262255 CA in the Circuit
Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida (the
"Action"): and

         WHEREAS, Universal desires additional time up to and March 31, 2000 to
satisfy certain conditions as set forth below; and

         WHEREAS, Universal and Lenders have agreed to restructure the
outstanding obligations to Lenders subject to the terms and conditions set forth
below:

         NOW THEREFORE, Universal and LEnders agree to the following terms and
conditions:

         1.       Lenders have granted Universal up to and including March 31,
                  2000 (the "closing date") to obtain the following:

                  a.       Executed agreements from other major debt holders,
                           including SBIC, Altamonte Capital, Bridge Bank, and
                           American Access, converting Universal's indebtedness
                           into equity positions. Said agreements shall evidence
                           the release of all security interst pledged by
                           Universal to said debt holder and shall not contain
                           any continuing or new pledge of any security interest
                           by Universal. Universal shall also provide Lender
                           with copies of the Notes representing all outstanding
                           debt owed by Universal to Cydelle Mendius and
                           Telcoa/Bob Doland.

                  b.       A financing commitment for a minimum of $1,500,000 of
                           the $4,000,000 investment financing proposed under
                           the conditions that all investment financing be made
                           in exchange for preferred shares of the same or
                           substantially similar class as those proposed to be
                           given to Lenders as part of the restructuring. Said
                           investment shall not be secured by any asset of
                           Universal, or if assets are pledged as security, any
                           sums due and owed to Lenders shall have priority.
                           Such priority shall be expressly agreed to by
                           investors.

                  c.       Universal obtains a fully executed vendor agreement
                           to supply Walmart stores and an associated document
                           vendor number and approval to supply.

<PAGE>

AGREEMENT TO RESTRUCTURE
Page 2 of 4


                  d.       Universal obtains fully extended agreements to the
                           bottled water promotional rights of the Jacksonville
                           Jaguars of the National Football League.

                  e.       Universal provides written evidence that all current
                           major security interests in any of Universal's plant,
                           equipment, proceeds, etc., have been extingushed and
                           not security interests are granted as party of any
                           investment financing, with the exception of the
                           Security Agreement held by Cydelle Mendius, which
                           will be amended so as to not to included any plant or
                           equipment of Universal. Universal will provide to
                           Lenders copies of all Security Agreements or
                           financing statements that remain outstanding.

                  f.       Execution of all collateral agreements with Lenders
                           including, but not limited to, escrow agreement,
                           etc., related to payments and other transfers made
                           pursuant to Section 2 regarding restructuring.

                  g.       Execution of pledge agreement from Capital
                           International SBIC, L.P. and/or its principal, John
                           Zelaya, assigning and pledging _________ shares of
                           Universal stock valued at $50,000, to placed in
                           escrow and transferred to Lenders at closing.

                  No later that March 24, 2000, Universal will provide to
                  Lenders copies of the documents evidencing the above, which
                  documents do not have to be executed until March 31, 2000, and
                  the production and execution of said documents in full by
                  March 31, 2000, is understood by Universal be a condition
                  precedent to closing.

         2.       Upon full satisfaction of the conditions set forth in Section
                  1 as determined by Lenders, Lenders agree to restructure
                  Universal's current indebtedness as follows:

                  a.       Universal will make a $250,000 each payment to
                           Lenders from escrow at the time of closing the first
                           funding of the investments financing as discussed in
                           Paragraph 1(b).

                  b.       Universal agrees to execute a Note at the time of
                           closing in the amount of $55,000 payable to lenders
                           in thirty-six (36) monthly installments at an
                           interest rate of 8% per annum. The terms of said Note
                           shall be as approved by Lenders.

                  c.       The remaining balance of all debt due Lenders by
                           Universal, including all accrued interest, legal fees
                           and associated costs, shall be converted to a special
                           class of Preferred Stock with a 10% preferred
                           dividend Universal represents and warrants that said
                           of preferred stock

<PAGE>

AGREEMENT TO RESTRUCTURE
Page 3 of 4

                           will not be subordinate to any other class of
                           preferred stock. As a condition precedent to closing,
                           Universal shall provide Lenders copies of all
                           preferred stock agreements entered into as part of
                           this restructuring to any of the parties designated
                           in Section 1a and with all of the investors providing
                           financing as referenced in Section 1b.

                  d.       The Preferred Stock shall be convertible into common
                           stock of the parent corporation at 80% of the
                           prevailing market price at any time after one year of
                           the closing date or such other terms as the Lender
                           may approve.

                  e.       Universal will issue Lender 180,000 warrants to
                           purchase Universal common stock as follows: 60,000 at
                           $1.00 per share, 60,000 at $3.00 per share, 60,000 at
                           $5.00 per share. Said warrants shall be registered
                           within a reasonable time by Universal in the form
                           required by the SEC.

                  f.       Lenders shall have the right to appoint a member of
                           the Board of Directors of Universal. Said right to
                           appoint a memeber of the Board of Directors shall
                           remain in effect until such time as the preferred
                           stock is outstanding or until such time as the Note
                           entered into pursuant to Paragraph 2b remains unpaid,
                           whichever is longer.

                  All payments or transfers to be made to Lenders under this
                  Section shall be performed not later than the closing date, or
                  Universal shall be deemed in default of this Restructuring
                  Agreement. All agreements to be executed and delivered to
                  Lenders pursuant to this section shall be subject to approval
                  by Lenders.

         3.       Upon delivery of all executed agreements and payments by
                  Universal to Lenders as set forth in Section 1 and Section 2
                  of this Restructuring Agreements, the Notes and Security
                  Agreement shall be cancelled and returned to Universal, and
                  the Action shall be dismissed with prejudice, all parties to
                  bear their own attorney's fees and costs, with the exception
                  of those attorney's fees and costs incurred by Lenders shall
                  be included in the value of the Preferred Stock as set forth
                  in Section 2c. The stipulation and Consent Judgement referred
                  to in Section 4 hereof shall no longer be of any force or
                  effect and shall be be null and void.

         4.       Universal shall, upon execution of this Restructuring
                  Agreement, deliver to Stephen C. Irick, Jr., of Hayden and
                  Miliken, P.A., a Stipulation in the form attached as Exhibit
                  "1" for the entry of a Consent Judgement against Universal in
                  (the "Action"), in the form attached as Exhibit "2". Mr.
                  Irick, or his designee, shall hold the Stipulation in escrow
                  and may file the consent judgment upon failure of Universal to
                  satisfy the conditions set forth herein by the closing date
                  upon the filing of an affidavit setting forth

<PAGE>

AGREEMENT TO RESTRUCTURE
Page 4 of 4

                  the particular failure or default of Universal without prior
                  to notice or consent of Universal, provided, however, that
                  lenders or their attorneys shall serve a copy of the affidavit
                  upon Universal's attorneys at the time of filing same. If the
                  Stipulation is filed, Universal understands that judgement
                  will be entered in that certain suit for all outstanding
                  indebtedness owed by Universal to Lenders as well as judgment
                  on the outstanding Security Agreement.

         5.       TIME OF CLOSING: The time of closing, otherwise referred to as
                  the "closing date" is undestood to be on or March 31, 2000.
                  Any extensions granted with respect to the time of closing is
                  at the sole digression of Lenders and must be evidenced in
                  writing to be effective.

         This Restructuring Agreement constitues the entire agreement between
         the parties hereto, and may not be modified except by written
         modification or amendments executed on behalf of the parties against
         which the modification is sought to be enforced and shall be construed
         under Florida Law.

         This Restructuring 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 in the same instrument.

<TABLE>
<CAPTION>

ROBERTO RIAL and BARBARA RIAL              LASSE and EVA MOE
<S>                      <C>                 <C>                   <C>
By: /s/ ROBERTO RIAL    Date: 3/20/2000    By: /s/ [ILLEGIBLE]     Date: 3/15/2000
   -------------------       ----------       --------------------      ----------

By: /s/ BARBARA RIAL    Date: 3/20/2000    By: /s/ EVA MOE         Date: 3/15/2000
   -------------------       ----------        --------------------     ----------


UNIVERSAL BEVERAGES HOLDING CORP.          UNIVERSAL BEVERAGES, INC.

By: /s/ [ILLEGIBLE]     Date: 3/18/2000    By: /s/ [ILLEGIBLE]     Date: 3/08/2000
   -------------------       ----------       --------------------      ----------
</TABLE>

<PAGE>

                     AMENDMENT TO AGREEMENT TO RESTRUCTURE

         This Amendment, dated as of March 31, 2000 (the "Amendment"), to the
Agreement to Restructure dated March 20, 2000 (the "Agreement"), by and between
Universal Beverages Holdings Corporation, a Florida corporation, ("UBHC"),
Universal Beverages, Inc., a Florida corporation ("UBI") (collectively, UBHC and
UBI shall be referred to as "Universal") and Roberto and Barbara Rial and Lasse
and Eva Moe (collectively, the "Lenders") (collectively, the "First Amendment"
and the Agreement shall be referred to as the "Amended Agreement").

                                   RECITALS:

         A. All terms not herein defined shall have the meanings set forth in
the Agreement.

         B. The parties have had several discussions about restructuring the
outstanding obligations to the Lenders and they wish to set forth the final
terms and conditions of their restructuring agreement in this Amendment.

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties hereto intending to be
legally bound agree as follows:

         1. The Lenders acknowledge and agree that Universal has satisfied all
the terms, conditions and other agreements set forth in Section 1 of the
Agreement, to their full satisfaction, or they have agreed to waive compliance
with the terms, conditions and requirements set forth in Section 1(a) - (g) of
the Agreement. The Lenders agree that this Amendment sets forth the final rights
and obligations of the parties.

         2. It is the intent of both parties that the Amended Agreement release
Universal from any and all obligations under the (a) Notes, including, but not
limited to any and all outstanding indebtedness under the Notes, accrued
interest, penalties, and any and all fees, costs or charges of any other type or
nature under the Notes (the "Note Indebtedness"), (b) the Security Agreement,
(c) any and all other documents that are related directly or indirectly to the
Notes (collectively,the "Loan Documents") and (d) any and all legal fees or
costs of any other type or nature directly or indirectly related to this Amended
Agreement or the Notes ("Additional Indebtedness"). The Note Indebtedness and
the Additional Indebtedness shall be collectively referred to as the
"Indebtedness". All references to "Lenders" shall refer to each of the Lenders,
individually, and to the Lenders, as husband and wife, with respect to Robert
and Barbara Rial, and Lasse and Eva Moe, as husband and wife, and to any and all
combinations of such parties, individually or jointly.

         3. Each of the Lenders, individually and jointly, have agreed to
forgive any Indebtedness that Universal owes directly or indirectly under the
Notes in exchange for receiving (a) $250,000 in cash, plus (b) a new note for
$50,000 bearing interest at 8% per annum payable in 36 equal monthly
installments, plus (c) 31,500 shares of Universal's Series D Convertible
Preferred Stock, plus (d) 180,00 warrants to purchase Universal's common stock
as follows: 60,000 at $1.00 per share, 60,000 at $3.00 per share and 60,000 at
$5.00 per share. Copies of the
<PAGE>

Note, Warrants and Series D Preferred Stock are attached hereto as Exhibits "A,
" "B" and "C" and incorporated herein by this reference. The Warrants will have
"piggyback" registration rights to be included in a registration statement filed
by the Company. The Lenders agree that they will send Universal written notice
of their nominee to the Company's Board of Directors said right to appoint a
member of the Board of Directors shall remain in effect until such time as the
Series D preferred stock is outstanding or until such time as the Note remains
unpaid, whichever is longer.

         4. Effective as of the date of this Amendment, each Lender, jointly and
severally, agrees and acknowledges that all Indebtedness due and owing directly
or indirectly under the Note is hereby extinguished and canceled. Each Lender
also agrees that the Notes, the Security Agreement and any other Loan Documents
are deemed to be null, void and of no further force and effect. The Lenders
agreed that they will file UCC-3 Termination Statement with the Florida
Secretary of State and any other fillings offices to terminate any security
interests that it may have in Universals' assets. Each of the Lenders
acknowledge and agree that the Stipulation for the entry of a Consent Judgement
is null, void and of no further force or effect and that within one business day
after the execution of this Agreement, they will file all papers that are
required to voluntarily dismiss its Action with prejudice in the Circuit Court
of the 11th Judicial Circuit in and for Miami-Dade County, Florida.

         5. In order to evidence the cancellation of the Indebtedness under the
Notes, the Lenders agree that they will write "PAID IN FULL" on the original
Note, initial such phrases and return the original Notes to Universal. The
Lenders also agree that they will handwrite "CANCELED" on each of the original
Loan Documents, initial such phrase and return each of the original Loan
Documents to Universal.

         6. The Lenders acknowledge and agree that the terms and conditions of
the Series D Convertible Preferred Stock is satisfactory to them and they have
reviewed the Articles of Amendment of the Company. The Lenders understand that
the Series D Convertible Preferred Stock is subordinate to the Series A
Convertible Preferred Stock (no shares are issued and outstanding), the Series B
Convertible Preferred Stock and the Series C Convertible Preferred Stock with
respect to dividends. The Lenders understand that the Series D Stock is
subordinate to the Series A Stock and the Series B Stock with respect to
liquidation rights and is pari passu with the Series C, Series D, Series E and
Series F Stock with respect to liquidation rights.

         7. The Lenders, jointly and severally, hereby releases UBHC, UBI and
each and every one of their respective directors, officers, employees,
representatives, legal counsel, agents, subsidiaries, or affiliates
(collectively, the "Affiliates") from all claims, causes of action, damages,
judgements, agreements and demands whatsoever, whether liquidated or
unliquidated, contingent or fixed, determined or undetermined, known or unknown,
at law or in equity, which it has had, now has, or may hereinafter have against
UBHC. UBI or its Affiliates for any matter whatsoever arising directly or
indirectly out of or relating to this Amended Agreement arising from the
beginning of the world to the end of the world. The Lenders, jointly and
severally, agree never to institute or cause to be instituted any suit or any
form or action or proceeding of any kind or nature against UBHC, UBI or its
Affiliates by reason of or in connection with any of
<PAGE>


the actions or matters released hereinabove and that this Release shall be
construed broadly to protect UBHC and UBI and their Affiliates. However, the
forgoing release shall not apply to any breaches by Universal of their
obligations under this Amended Agreement.

         8. In connection with UBHC's agreement to issue the Series D Shares
pursuant to the terms of the Amended Agreement, the Lenders, jointly and
severally, hereby makes the following representations, warranties and agreements
and confirms the following understandings:

         (a) The Lenders are acquiring the Series D Shares for their own account
and for investment purposes only, within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), with no intention of assigning any
participation or interest therein and no view to the distribution thereof.

         (b) The Lenders understood that the sale of the Series D Shares is not
being registered, on the basis that the issuance of the Series D Shares is
exempt from registration under the Securities Act and rules and regulations
promulgated thereunder, as a transaction by an issuer not involving any public
offering, and that reliance on such exemption is predicated, in part, on each of
the Lenders' representations and warranties contained in this Amendment.

         (c) The Lenders understand that there are substantial restrictions on
the transferability of the Series D Shares; the Series D Shares will contain a
restrictive legend; the investors in UBHC have no rights to require that the
Shares be registered under the Securities Act and there is not expected to be a
market for the resale of the Series D Shares. Accordingly, the undersigned may
have to hold the Series D Shares for a substantial period of time and it may not
be possible for the undersigned to liquidate its investment in UBHC.

         (d) The Lenders have had the opportunity to conduct a due diligence
review of Universal and ask representatives of Universal questions about
Universal's business and financial condition and the terms of this exchange
offer and related restructuring, and had had access to material books, records
and contracts of Universal. The Lenders have had the opportunity to conduct a
due diligence review of Universal and ask representatives of Universal questions
about Universal's business and financial condition and the terms of this
exchange offer and related restructuring, and had had access to material books,
records and contracts of Universal.

         (e) Each Lender, jointly and severally, represents and warrants that
he, she and they have full title, right and interest in and to each of the Loan
Documents and he, she and they, jointly and severally, have not assigned,
hypothecated, transferred or otherwise sold their interest in any of the Loan
Documents.

         9. This Amendment supersedes the Amendment to the Agreement that was
signed by the parties as of March 31, 2000 (the "Previous Amendment") and upon
signing of this Amendment, the Previous Amendment is hereby deemed to be
cancelled, null and of no force and effect. This Amendment, together with the
Agreement, as modified hereby, constitutes the entire agreement between the
parties. The Amended Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter. This
Amendment may not be amended,

<PAGE>

supplemented or modified in whole or in part except by an instrument in writing
signed by the party or parties against whom enforcement of any such amendment,
supplement or modification is sought.

         10. The Amended Agreement shall not be assignable by any party, and
shall not be altered or otherwise amended except pursuant to a writing executed
by all of the parties hereto. This Amended Agreement will be binding upon, inure
to the benefit of and be enforceable by and against the respective successors
and assigns of the parties hereto.

         11. The parties agree to executed and deliver all such further
documents, agreements and instruments and take such other and further actions as
may be necessary or appropriate to carry out the purposes and intent of this
Amended Agreement.

         12. The Amendment may be executed in one or more counterparts, each of
which will be deemed an original and all of which together will constitute one
and the same instrument. Any facsimile copy of a manually executed original
shall be deemed a manually executed original.

         In Witness Whereof, the parties have executed this Amendment on the
date first above written.

ATTEST:                                 UNIVERSAL BEVERAGES HOLDINGS
                                        CORPORATION

                                        By:
                                        ----------------------------------------


ATTEST:                                 UNIVERSAL BEVERAGES, INC.

                                        By:
                                        ----------------------------------------




Note Holders:


/s/ Barbara Rial
----------------------
BARBARA RIAL


----------------------
ROBERTO RIAL

/s/ Lasse Moe
----------------------
LASSE MOE

/s/ Eva Moe
----------------------
EVA MOE