PROMISSORY NOTE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
Principal        Loan Date        Maturity        Loan No        Call     Collateral       Accountant      Officer   Initials
---------        ---------        --------        -------        ----     ----------       ----------      -------   --------
<S>              <C>               <C>            <C>            <C>       <C>             <C>              <C>      <C>
$100,000.00      09-22-2000       01-02-2001     1734593586                                                  JJJ
-------------------------------------------------------------------------------------------------------------------------------

References in the shared are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

Borrower: UNIVERSAL BEVERAGES HOLDING CORP.   (TIN: Lender: First National Bank of Blue Island
          93-1199726                                        13067 S. Western Ave.
          7563 PHILIPS HIGHWAY                              Blue Island, IL 60406
          JACKSONVILLE, FL 32256

===============================================================================================================================

Principal Amount: $100,000.00            Interest Rate: 10.500%          Date of Note: September 22, 2000
</TABLE>

PROMISE TO PAY. UNIVERSAL BEVERAGES HOLDING CORP. ("Borrower") promises to pay
to First National Bank of Blue Island ("Lender"), or order, in lawful money of
the United States of America, the principal amount of One Hundred Thousand &
00/100 Dollars ($100,000.00), together with Interest at the rate of 10.500% per
annum on the unpaid principal balance from September 22, 2000, until paid in
full.

PAYMENT. Borrower will pay this loan in one principal payment of $100,000.00
plus interest on January 2, 2001. This payment due January 2, 2001, will be for
all principal and accrued Interest not yet paid. The annual interest rate for
this Note is computed on a 385/360 basis: that is, by applying (the ratio of the
annual Interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance
is outstanding Borrower will pay Lender at Lender's address shown above or at
such other place as Lender may designate in writing. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs and late charges.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of default), except as
otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender In writing relieve Borrower of
Borrower's obligation to continue to make payments under the payment schedule.
Rather, they will reduce the principal balance due.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the unpaid portion of the regularly scheduled payment.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, a Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Borrower defaults under any loan, extension of credit
security agreement, purchase or sales agreement, or any other agreement, in
favor of any other creditor or person that may materially affect any of
Borrower's property or Borrower's ability to repay this Note or perform
Borrower's obligations under this Note or any of the Related Documents. (d) Any
representation or statement made or furnished to Lender by Borrower or on
Borrower's behalf is false or misleading in any material respect either now or
at the time made or furnished. (e) Borrower becomes insolvent, a receiver is
appointed for any part of Borrower's property, Borrower makes an assignment for
the benefit of creditors, or any proceeding is commenced either by Borrower or
against Borrower under any bankruptcy or insolvency laws. (f) Any creditor tries
to take any of Borrower's properly on or in which Lender has a lien or security
interest. This includes a garnishment of any of Borrower's accounts, including
deposit accounts, with Lender. (g) Any guarantor dies or any of the other events
described in this default section occurs with respect to any guarantor of this
Note. (h) A material adverse change occurs in Borrowers financial condition, or
Lender believes the prospect of payment or performance of the indebtedness is
impaired. (i) Lender in good faith deems itself insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon default, including failure
to pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law increase the interest rate on this Note 5.000 percentage points.
The interest rate will not exceed the maximum rate permitted by applicable law.
Lender may hire or pay someone else to help collect this Note if Borrower does
not pay. Borrower also will pay Lender that amount. This includes, subject to
any limits under applicable law, Lender's attorneys' fees and Lender's legal
expenses whether or not there is a lawsuit, including attorneys' fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment
collection services. If not prohibited by applicable law, Borrower also will pay
any court costs, in addition to all other sums provided by law. This Note has
been delivered to Lender and accepted by Lender in the State of Illinois. If
there is a lawsuit, Borrower agrees upon Lender's request to submit to the
jurisdiction of the courts of Cook County, the State of Illinois. This Note
shall be governed by and construed in accordance with the laws of the State of
Illinois.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrowers right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account). Including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts.

COLLATERAL. This Note is secured by UCC-1 ON ALL BUSINESS ASSETS OF UNIVERSAL
BEVERAGES HOLDING CORP.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to (the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral: or impair, fail to realize upon or
perfect Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of a notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.

ILLINOIS INSURANCE NOTICE. Unless Borrower Provides Lender with evidence of the
insurance coverage required by Borrower's agreement with Lender, Lender may
purchase Insurance al Borrower's expense to protect Lender's interests in the
collateral. This insurance may, but need not, protect Borrower's interests. The
coverage that Lender purchases may not pay any claim that Borrower makes or any
claim that is made against Borrower in connection with the collateral. Borrower
may later cancel any insurance purchased by Lender, but only after providing
Lender with evidence that Borrower has obtained insurance as required by their
agreement. If Lender purchases insurance for the collateral, Borrower will be
responsible for the costs of that insurance, including interest and any other
charges Lender may impose in connection with the placement of the insurance,
until the effective date of the cancellation or expiration of the insurance. The
costs of the insurance may be added to Borrower's total outstanding balance or
obligation. The costs of the insurance may be more than the cost of insurance
Borrower may be able to obtain on Borrower's own.

<PAGE>

FIRST NATIONAL BANK OF BLUE ISLAND
     [GRAPHIC OMMITTED] A Great Lakes Bank

                              Date: June 20, 2000

Mr. Jay Marsh
c/o Universal Beverages Holding Corporation
7563 Philips Highway
Jacksonville, FL 32256

                                                         RE: Mortgage Commitment
                                                             3301 W. Main St.
                                                             Leesburg, FL 34748

Dear Mr. Marsh:

This letter evidences the commitment of First National Bank of Blue Island to
extend the mortgage on the above captioned property.

Terms and conditions are as follows:

Borrower:                  Universal Beverages Holding Corporation

Guarantors:                Jay D. Marsh

Amount                     $500,000.00

Term:                      Maturity 10-1-2000

Interest Rate & Fee:       10.5% plus 1.0% service charge

Repayment Terms:           Interest payments payable monthly. Principal to be
                           paid in full at maturity.

Purpose:                   Purchase of the subject property.

Prepayment:                Prepayments will be allowed at any time with no
                           penalty.

Collateral:                First mortgage, assignment of rents and/or collateral
                           assignment (if applicable) on the property located
                           3301 W. Main St., Leesburg, Florida 34748. First lien
                           and UCC on all corporate assets.

Late Payment Charges:      Every payment must reach the Lender no later than the
                           due date. In the event a payment shall remain unpaid
                           in excess of twelve (12) days past said due date
                           without our permission, an additional charge of five
                           percent (5%) of the principal and interest portion of
                           the payment will be assessed.

--------------------------------------------------------------------------------
          13057 S. Western Ave., Blue Island, IL 60406 (708) 385-2200
             Fax: (708) 489-3431 o 11348 S. Cicero, Alsip, IL 60658

<PAGE>

Acceptance:                This commitment will expire 7/10/2000 unless sooner
                           disbursed. Upon your acceptance of this commitment,
                           along with payment of one-half of the loan fee,
                           non-refundable, First National Bank of Blue Island
                           shall extend said commitment to 7/31/2000.

Insurance:                 The Bank will be provided with insurance policy in
                           the form acceptable to us, as we may require,
                           specifically including, but not limited to builders'
                           risk coverage with a minimum building coverage of
                           $500,000. The Bank is to be named as mortgagee. Said
                           policy to be converted to fire and extended coverage
                           upon completion of construction.

Taxes & Insurance
Payments:                  Borrower shall be liable for the direct payment of
                           all general real estate taxes and fire and hazard
                           insurance premiums. Borrower must provide Bank with
                           proof of payment of said taxes and insurance premiums
                           as they are paid. In the event of non-payment of
                           these items or the inability to show proof of
                           payment, then the required escrow reserve account
                           will be established by the Bank.

Title Commitment:          An ALTA Standard Form Title Commitment for Loan
                           Policy including extended coverage of title insurance
                           issued by an acceptable Title Insurance Company
                           insuring the mortgage as a first mortgage subject to
                           those exceptions and endorsements specifically
                           approved by the Bank.

Financial Condition:       There will be no material adverse change, including
                           pending litigation, in the financial condition,
                           assets, operating status or prospects of the
                           Borrowers. There shall have been no misstatement of a
                           material fact or omission to state a material fact,
                           whether or not intentional. Violation of this
                           paragraph will result in the agreements herein being
                           cancelled whereupon we will return your deposit to
                           you less all costs, expenses and fees, including but
                           not limited to, attorney's fees incurred by us.

Other Conditions:          All attorney fees incurred by First National Bank of
                           blue Island in connection with this transaction to be
                           reimbursed by Universal Beverages Holding
                           Corporation.

To acknowledge acceptance of this commitment, please sign the original of this
letter where indicated and return it to me no later than July 10, 2000 and
return with a check for $2,500.00 representing one-half of the loan fee.

<PAGE>

We appreciate the opportunity to provide this credit for you. We look forward to
a continuous mutually beneficial relationship.

                                                          Sincerely,

                                                          /s/ James J. Jurik
                                                          ------------------
                                                          James J. Jurik
                                                          Senior Vice President

The undersigned hereby acknowledges receipt of this commitment and accepts terms
and conditions therein contained this ____________ day of

___________________________________, 2000.
Jay Marsh, Treasurer

<PAGE>

                                PROMISSORY NOTE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
Principal        Loan Date        Maturity        Loan No        Call     Collateral       Accountant      Officer   Initials
---------        ---------        --------        -------        ----     ----------       ----------      -------   --------
<S>              <C>               <C>            <C>            <C>       <C>             <C>              <C>      <C>
$500,000.00      06-29-2000       10-01-2000      200048                                                    JJJ
-------------------------------------------------------------------------------------------------------------------------------

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

Borrower: UNIVERSAL BEVERAGES HOLDINGS            Lender: First National Bank of Blue Island
          CORPORATION (TIN: 65-0805935)                   13057 S. Western Ave.
          7563 PHILIPS HIGHWAY                            Blue Island, IL 60406
          JACKSONVILLE, FL 32256

Principal Amount: $500,000.00            Interest Rate: 10.500%            Date of Note: June 29, 2000
</TABLE>

PROMISE TO PAY. UNIVERSAL BEVERAGES HOLDINGS CORPORATION ("Borrower") promises
to pay to First National Bank of Blue Island ("Lender"), or order, in lawful
money of the United States of America, the principal amount of Five Hundred
Thousand & 00/100 Dollars ($500,000.00), together with interest at the rate of
10.500% per annum on the unpaid principal balance from June 29, 2000,
until paid In full.

PAYMENT. Borrower will pay this loan in one principal payment of $500,000.00
plus interest on October 1, 2000. This payment due October 1, 2000, will be for
all principal and accrued interest not yet paid. In addition, Borrower will pay
regular monthly payments of all accrued unpaid interest due as of each payment
date, beginning August 1, 2000, with all subsequent interest payments to be due
on the same day of each month after that. The annual interest rate for this Note
is computed on a 365/360 basis; that is, by applying the ratio of the annual
interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is
outstanding.

Borrower will pay Lender at Lender's address shown above or at such other place
as Lender may designate in writing. Unless otherwise agreed or required by
applicable law, payments will be applied first to accrued unpaid interest, then
to principal, and any remaining amount to any unpaid collection costs and late
charges.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges
are earned fully as of the date of the loan and will not be subject to refund
upon early payment (whether voluntary or as a result of default), except as
otherwise required by law. Except for the foregoing, Borrower may pay without
penalty all or a portion of the amount owed earlier than it is due. Early
payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower's obligation to continue to make payments under the payment schedule.
Rather, they will reduce the principal balance due.

LATE CHARGE. If a payment is 12 days or more late, Borrower will be charged
5.000% of the unpaid portion of the regularly scheduled payment.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained In this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower or on Borrowers behalf is false or misleading in any material
respect either now or at the time made or furnished. (d) Borrower becomes
insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against Borrower under any bankruptcy or insolvency laws.
(e) Any creditor tries to take any of Borrower's property on or in which Lender
has a lien or security interest. This includes a garnishment of any of
Borrower's accounts, including deposit accounts, with Lender. (f) Any guarantor
dies or any of the other events described in this default section occurs with
respect to any guarantor of this Note. (g) A material adverse change occurs in
Borrower's financial condition, or Lender believes the prospect of payment or
performance of the indebtedness is impaired. (h) Lender in good faith deems
itself insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon default, including failure
to pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, increase the interest rate on this Note 5.000 percentage points.
The interest rate will not exceed the maximum rate permitted by applicable law.
Lender may hire or pay someone else to help collect this Note if Borrower does
not pay. Borrower also will pay Lender that amount. This includes, subject to
any limits under applicable law, Lenders attorneys' fees and Lender's legal
expenses whether or not there is a lawsuit, including attorneys' fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any
automatic stay or injunction), appeals, and any anticipated post-judgment
collection services. If not prohibited by applicable law, Borrower also will pay
any court costs, in addition to all other sums provided by law. This Note has
been delivered to Lender and accepted by Lender in the State of Illinois. If
there is a lawsuit, Borrower agrees upon Lender's request to submit to the
jurisdiction of the courts of Cook County, the State of Illinois. This Note
shall be governed by and construed in accordance with the laws of the State
of Illinois.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrowers accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts.

COLLATERAL. This Note is secured by MORTGAGE AND ASSIGNMENT OF RENTS ON PROPERTY
LOCATED AT 3301 W. MAIN STREET, LEESBURG, FL 34748

UCC-1 ON ALL BUSINESS ASSETS OF UNIVERSAL BEVERAGES HOLDINGS CORP. 7563 PHILIPS
HWY. SUITE 110, JACKSONVILLE, FL 32256 UCC-1 ON ALL BUSINESS ASSETS OF UNIVERSAL
BEVERAGES HOLDINGS CORP. 3301 W. MAIN ST., LEESBURG, FL 34748.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.

ILLINOIS INSURANCE NOTICE. Unless Borrower provides Lender with evidence of the
insurance coverage required by Borrower's agreement with Lender, Lender may
purchase insurance at Borrower's expense to protect Lender's interests in the
collateral. This insurance may, but need not, protect Borrower's interests. The
coverage that Lender purchases may not pay any claim that Borrower makes or any
claim that is made against Borrower in connection with the collateral. Borrower
may later cancel any insurance purchased by Lender, but only after providing
Lender with evidence that Borrower has obtained insurance as required by their
agreement. If Lender purchases insurance for the collateral, Borrower will be
responsible for the costs of that insurance, including interest and any other
charges Lender may impose in connection with the placement of the insurance,
until the effective date of the cancellation or expiration of the insurance. The
costs of the insurance may be added to Borrower's total outstanding balance or
obligation. The costs of the insurance may be more than the cost of insurance
Borrower may be able to obtain on Borrower's own.

<PAGE>

06-29-2000                         PROMISSORY NOTE                        Page 2
Loan No 200048                      (Continued)

================================================================================

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF
A COMPLETED COPY OF THE NOTE.

BORROWER:
UNIVERSAL BEVERAGES HOLDINGS CORPORATION

By: /s/ Cydelle Mendius
  -------------------------------------
   CYDELLE MENDIUS, PRESIDENT

LENDER:

First National Bank of Blue Island

By:
  -------------------------------------
  Authorized Officer

================================================================================

                             Florida Documentary Tax

Florida documentary tax in the amount required by law has been paid with respect
to this Note, and proper stamps have been affixed to the mortgage securing this
Note.

Fixed Rate. Single Pay. LASER PRO. Reg. U.S. Pat. & T.M. Off, Ver. 3.28c (c)
2000 CFI ProServices. Inc. All rights reserved. (IL-020 E3.28 UNIBEV.LN)
================================================================================

<PAGE>

                         COMMERCIAL SECURITY AGREEMENT

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
Principal        Loan Date        Maturity        Loan No        Call     Collateral       Accountant      Officer   Initials
---------        ---------        --------        -------        ----     ----------       ----------      -------   --------
<S>              <C>               <C>            <C>            <C>       <C>             <C>              <C>      <C>
$500,000.00      06-29-2000       10-01-2000      200048                                                    JJJ
-------------------------------------------------------------------------------------------------------------------------------

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to an particular loan or item.

Borrower: UNIVERSAL BEVERAGES HOLDINGS            Lender: First National Bank of Blue Island
          CORPORATION (TIN: 65-0805935)                   13057 S. Western Ave.
          7563 PHILIPS HIGHWAY                            Blue Island, IL 60406
          JACKSONVILLE, FL 32256
</TABLE>

THIS COMMERCIAL SECURITY AGREEMENT is entered into between UNIVERSAL BEVERAGES
HOLDINGS CORPORATION (referred to below as "Grantor"); and First National Bank
of Blue island (referred to below as "Lender"). For valuable consideration,
Grantor grants to Lender a security Interest in the Collateral to secure the
indebtedness and agrees that Lender shall have the rights stated in this
Agreement with respect to the Collateral, in addition to all other rights which
Lender may have by law.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

         Agreement. The word "Agreement" means this Commercial Security
         Agreement, as this Commercial Security Agreement may be amended or
         modified from time to time, together with all exhibits and schedules
         attached to this Commercial Security Agreement from time to time.

         Collateral. The word 'Collateral' means the following described
         property of Grantor, whether now owned or hereafter acquired, whether
         now existing or hereafter arising, and wherever located:

                  UCC-1 ON ALL BUSINESS ASSETS OF UNIVERSAL BEVERAGES HOLDINGS
                  CORP., 7563 PHILIPS HIGHWAY, SUITE 110 JACKSONVILLE, Fl. 32256
                  - ALL ACCOUNTS, ACCOUNTS RECEIVABLE, CONTRACT RIGHTS, CHATTEL
                  PAPER, GENERAL INTANGIBLES, INSTRUMENTS, DOCUMENTS, NOTES AND
                  INVESTMENT PROPERTY, INVENTORIES OF MATERIALS, GOODS AND
                  SUPPLIES; PATENTS, PATENT RIGHTS, TRADE NAMES, TRADEMARKS,
                  AND COPYRIGHTS; ALL EQUIPMENT, GOODS, FURNITURE, FIXTURES,
                  MACHINERY OTHER THAN EQUIPMENT, ALL OTHER TANGIBLE PERSONAL
                  PROPERTY; ALL INSURANCE POLICIES AND THE PROCEEDS THEREOF
                  RELATING TO ANY OF THE FOLLOWING.

         In addition, the word "Collateral" includes all the following, whether
         now owned or hereafter acquired, whether raw existing or hereafter
         arising, and wherever located:

                  (a) All attachments, accessions, accessories, tools, parts,
                  supplies, increases, and additions to and all replacements of
                  and substitutions for any property described above.

                  (b) All products and produce of any of the property" described
                  in this Collateral section.

                  (c) All accounts, general intangibles, Instruments, rents,
                  monies, payments, and all other rights, arising out of a sale,
                  lease, or other disposition of any of the property described
                  in this Collateral section.

                  (d) All proceeds (including insurance proceeds) from the sale,
                  destruction, loss, or other disposition of any of the property
                  described in this Collateral section.

                  (e) All records and data relating to any of the property
                  described in this Collateral section, whether in the form of a
                  writing, photograph, microfilm, microfiche, or electronic
                  media, together with all of Grantors right, title, and
                  interest in and to a8 computer software required to utilize,
                  create, maintain, and process any such records or data on
                  electronic media.

         Event of Default. The words "Event of Default" mean and include without
         limitation any of the Events of Default set forth below in the section
         titled "Events of Default."

         Grantor. The word "Grantor" means UNIVERSAL BEVERAGES HOLDINGS
         CORPORATION, its successors and assigns.

         Guarantor. The word "Guarantor" means and includes without limitation
         each and all of the guarantors, sureties, and accommodation parties in
         connection with the indebtedness.

         Indebtedness. The word "indebtedness" means the indebtedness evidenced
         by the Note, including all principal and interest, together with all
         other indebtedness and costs and expenses for which Grantor is
         responsible under this Agreement or under any of the Related Documents.

         Lender, The word "Lender" means First National Bank of Blue Island, its
         successors and assigns.

         Note. The word "Note" means the note or credit agreement dated June 29,
         2000, in the principal amount of $500,000.00 from UNIVERSAL BEVERAGES
         HOLDINGS CORPORATION to Lender, together with all renewals of,
         extensions of, modifications of, refinancings of, consolidations of and
         substitutions for the note or credit agreement.

         Related Documents. The words "Related Documents" mean and include
         without limitation all promissory notes, credit agreements, loan
         agreements, environmental agreements, guaranties, security agreements,
         mortgages, deeds of trust, and all other instruments, agreements and
         documents, whether now or hereafter existing, executed in connection
         with the Indebtedness.

RIGHT OF SETOFF. Grantor hereby grants Lender a contractual security interest in
and hereby assigns, conveys, delivers, pledges, and transfers all of Grantors
right, title and interest in and to Grantor's accounts with Lender (whether
checking, savings, or some other account), including all accounts held jointly
with someone else and all accounts Grantor may open in the future, excluding,
however, all IRA and Keogh accounts, and all trust accounts for which the grant
of a security interest would be prohibited by law. Grantor authorizes Lender, to
the extent permitted by applicable law, to charge or setoff all Indebtedness
against any and all such accounts.

OBLIGATIONS OF GRANTOR. Grantor warrants and covenants to Lender as follows:

         Organization. Grantor is a corporation which is duly organized, validly
         existing, and in good standing under the laws of the State of Florida

         Authorization. The execution, delivery, and performance of this
         Agreement by Grantor have been duly authorized by all necessary action
         by Grantor and do not conflict with, result in a violation of, or
         constitute a default under (a) any provision of its articles of
         incorporation or organization, or bylaws, or any agreement or other
         instrument binding upon Grantor or (b) any law, governmental
         regulation, court decree, or order applicable to Grantor

         Perfection of Security Interest. Grantor agrees to execute such
         financing statements and to take whatever other actions are requested
         by Lender to perfect and continue Lender's security interest in the
         Collateral. Upon request of Lender, Grantor will deliver to Lender any
         and all of

<PAGE>

06-29-2000                 COMMERCIAL SECURITY AGREEMENT               Page 3
Loan No 200048                      (Continued)
================================================================================

         the documents evidencing or constituting the Collateral, and Grantor
         will note Lenders interest upon any and all chattel paper if not
         delivered to Lender for possession by Lender. Grantor hereby appoints
         Lender as its irrevocable attorney-in-fact for the purpose of executing
         any documents necessary to perfect or to continue the security interest
         granted in this Agreement. Lender may at any time, and without further
         authorization from Grantor, file a carbon, photographic or other
         reproduction of any financing statement or of this Agreement for use as
         a financing statement. Grantor will reimburse lender for all expenses
         for the perfection and the continuation of the perfection of Lender's
         security interest in the Collateral. Grantor promptly will notify
         Lender before any change in Grantor's name including any change to the
         assumed business names of Grantor.

         No Violation. The execution and delivery of this Agreement will not
         violate any law or agreement governing Grantor or to which Grantor is a
         party, and its certificate or articles of incorporation and bylaws do
         not prohibit any term or condition of this Agreement.

         Enforceability of Collateral. To the extent the Collateral consists of
         accounts, chattel paper, a general intangibles, the Collateral is
         enforceable in accordance with its terms, is genuine, and complies with
         applicable laws concerning form, content and manner of preparation and
         execution, and all persons appearing to be obligated on the Collateral
         have authority and capacity to contract and are In fact obligated as
         they appear to be on the Collateral.

         Location of the Collateral. Grantor, upon request of Lender, will
         deliver to Lender in form satisfactory to Lender a schedule of real
         properties and Collateral locations relating to Grantor's operations,
         including without limitation the following: (a) all real property owned
         or being purchased by Grantor, (b) all real property being rented or
         leased by Grantor (c) all storage facilities owned, rented, leased, or
         being used by Grantor, and (d) all other properties where Collateral is
         or may be located. Except in the ordinary course of its business,
         Grantor shall not remove the Collateral from its existing locations
         without the prior written consent of Lender.

         Removal of Collateral. Grantor shall keep the Collateral (or to the
         extent the Collateral consists of intangible property such as accounts,
         the records concerning the Collateral) at Grantors address shown above,
         or at such outer locations as are acceptable to Lender. Except in the
         ordinary course of its business, including the sales of Inventory,
         Grantor shall not remove the Collateral from its existing locations
         without the prior written consent of Lender. To the extent that the
         Collateral consists of vehicles, or other titled property, Grantor
         shall not take or permit any action which would require application for
         certificates of title for the vehicles outside the State of Illinois,
         without the prior written consent of Lender.

         Transactions Involving Collateral. Except for inventory sold or
         accounts collected in the ordinary course of Grantors business, Grantor
         shall not sell, offer to sell, or otherwise transfer or dispose of the
         Collateral. While Grantor is not in default under this Agreement,
         Grantor may sell inventory, bulk only in the ordinary course of its
         business and only to buyers who qualify as a buyer in the ordinary
         course of business. A sale in the ordinary course of Grantor's business
         does not include a transfer in partial or total satisfaction of a debt
         or any bulk sale. Grantor shall not pledge, mortgage, encumber or
         otherwise permit the Collateral to be subject to any lien, security
         Interest, encumbrance, or charge, other than the security interest
         provided for In this Agreement, without the prior written consent of
         Lender. This Includes security interests even if junior in right to the
         security interests granted under this Agreement Unless waived by
         Lender, all proceeds from any disposition of the Collateral (for
         whatever reason) shall be held in trust (or Lender and shall not be
         commingled with any other funds; provided however, this requirement
         shall not constitute consent by Lender to any sale or other
         disposition. Upon receipt, Grantor shall immediately deliver any such
         proceeds to Lender.

         Title. Grantor represents and warrants to Lender that it holds good and
         marketable title to the Collateral, free and clear of all liens and
         encumbrances except for the lien of this Agreement. No financing
         statement covering any of the Collateral is on file in any public
         office other than those which reflect the security interest created by
         this Agreement or to which Lender has specifically consented. Grantor
         shall defend Lender's rights in the Collateral against the claims and
         demands of all other persons.

         Collateral Schedules and Locations. Insofar as the Collateral consists
         of inventory, Grantor shall deliver to Lender, as often as Lender shall
         require, such lists, descriptions, and designations of such Collateral
         as Lender may require to identify the nature, extent, and location of
         such Collateral. Such information shall be submitted for Grantor and
         each of its subsidiaries or related companies.

         Maintenance and Inspection of Collateral. Grantor shall maintain all
         tangible Collateral in good condition and repair. Grantor will not
         commit or permit damage to or destruction of the Collateral or any part
         of the Collateral. Lender and its designated representatives and agents
         shall have the right at all reasonable times to examine, inspect, and
         audit the Collateral wherever located. Grantor shall immediately notify
         Lender of all cases Involving the return, rejection, repossession, loss
         or damage of or to any Collateral; of any request for credit or
         adjustment or of any other dispute arising with respect to the
         Collateral; and generally of all happenings and events affecting the
         Collateral or the value or the amount of the Collateral.

         Taxes, Assessments and Liens. Grantor will pay when due all taxes,
         assessments and liens upon the Collateral, its use or operation, upon
         this Agreement, upon any promissory note or notes evidencing the
         Indebtedness, or upon any of the other Related Documents. Grantor may
         withhold any such payment or may elect to contest any lien if Grantor
         is in good faith conducting an appropriate proceeding to contest the
         obligation to pay and so long as Lender's interest in the Collateral Is
         not jeopardized in Lender's sole opinion. If the Collateral is
         subjected to a lien which is not discharged within fifteen (15) days,
         Grantor shall deposit with Lender cash, a sufficient corporate surety
         bond or other security satisfactory to Lender in an amount adequate to
         provide for the discharge of the lien plus any interest, costs,
         attorneys' fees or other charges that could accrue as a result of
         foreclosure or sale of the Collateral. In any contest Grantor shall
         defend itself and Lender and shall satisfy any final adverse judgment
         before enforcement against the Collateral. Grantor shall name Lender as
         an additional obligee under any surety bond furnished in the contest
         proceedings.

         Compliance With Governmental Requirements. Grantor shall comply
         promptly with all laws, ordinances, rules and regulations of all
         governmental authorities, now or hereafter in effect, applicable to the
         ownership, production, disposition, or use of the Collateral. Grantor
         may contest in good faith any such law, ordinance or regulation and
         withhold compliance during any proceeding, including appropriate
         appeals, so long as Lender's interest in the Collateral, in Lender's
         opinion, is not jeopardized.

         Hazardous Substances. Grantor represents and warrants that the
         Collateral never has been, and never will be so long as this Agreement
         remains a lien on the Collateral, used for the generation, manufacture,
         storage, transportation, treatment, disposal, release or threatened
         release of any hazardous waste or substance, as those terms are defined
         in the Comprehensive Environmental Response, Compensation, and
         Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
         ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986,
         Pub. L No. 99-499 ("SARA"), the Hazardous Materials Transportation Act,
         49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery
         Act. 42 U.S.C Section 6901, et seq., or other applicable state or
         Federal laws, rules, or regulations adopted pursuant to any of the
         foregoing. The terms 'hazardous waste' and 'hazardous substance' shall
         also include, without limitation, petroleum and petroleum by-products
         or any fraction thereof and asbestos. The representations and
         warranties contained herein are based on Grantor's due diligence in
         investigating the Collateral for hazardous wastes and substances.
         Grantor hereby (a) releases and waives any future claims against Lender
         for indemnity or contribution in the event Grantor becomes liable for
         cleanup or other costs under any such laws, and (b) agrees to indemnify
         and hold harmless Lender against any and all claims and losses
         resulting from a breach of this provision of this Agreement. This
         obligation to indemnify shall survive the payment of the Indebtedness
         and the satisfaction of this Agreement

         Maintenance of Casualty Insurance. Grantor shall procure and maintain
         all risks insurance, including without limitation fire, theft and
         liability coverage together with such other insurance as Lender may
         require with respect to the Collateral, in form, amounts, coverages
         and basis

<PAGE>

06-29-2000                 COMMERCIAL SECURITY AGREEMENT                Page 4
Loan No 200048                     (Continued)
================================================================================

         reasonably acceptable to Lender and issued by a company or companies
         reasonably acceptable to Lender. Grantor, upon request of Lender, will
         deliver to Lender from time to time the policies or certificates of
         insurance in form satisfactory to Lender, including stipulations that
         coverages will not be cancelled or diminished without at least ten (10)
         days' prior written notice to Lender and not including any disclaimer
         of the insurer's liability for failure to give such a notice. Each
         insurance policy also shall include an endorsement providing that
         coverage in favor of Lender will not be impaired in any way by any act,
         omission or default of Grantor or any other person. In connection with
         all policies covering assets in which Lender holds or is offered a
         security interest, Grantor will provide Lender with such loss payable
         or other endorsements as Lender may require. If Grantor at any time
         fails to obtain or maintain any insurance as required under this
         Agreement, Lender may (but shall not be obligated to) obtain such
         insurance as Lender deems appropriate, including if it so chooses
         "single interest insurance," which will cover only Lender's interest in
         the Collateral.

         Application of Insurance Proceeds. Grantor shall promptly notify Lender
         of any loss or damage to the Collateral. Lender may make proof of loss
         if Grantor fails to do so within fifteen (15) days of the casualty. All
         proceeds of any insurance on the Collateral, including accrued proceeds
         thereon, shall be held by Lender as part of the Collateral. If Lender
         consents to repair or replacement of the damaged or destroyed
         Collateral, Lender shall, upon satisfactory proof of expenditure, pay
         or reimburse Grantor from the proceeds for the reasonable cost of
         repair or restoration. If Lender does not consent to repair or
         replacement of the Collateral, Lender shall retain a sufficient amount
         of the proceeds to pay all of the Indebtedness, and shall pay the
         balance to Grantor. Any proceeds which have not been disbursed within
         six (6) months after their receipt and which Grantor has not committed
         to the repair or restoration of the Collateral shall be used to prepay
         the Indebtedness.

         Insurance Reserves. Lender may require Grantor to maintain with Lender
         reserves for payment of insurance premiums, which reserves shall be
         created by monthly payments from Grantor of a sum estimated by Lender
         to be sufficient to produce, at least fifteen (15) days before the
         premium due date, amounts at least equal to the insurance premiums to
         be paid. If fifteen (15) days before payment is due, the reserve funds
         are insufficient, Grantor shall upon demand pay any deficiency to
         Lender. The reserve funds shall be held by Lender as a general deposit
         and shall constitute a non-interest-bearing account which Lender may
         satisfy by payment of the insurance premiums required to be paid by
         Grantor as they become due. Lender does not hold the reserve funds in
         trust for Grantor, and Lender is not the agent of Grantor for payment
         of the insurance premiums required to be paid by Grantor. The
         responsibility for the payment of premiums shall remain Grantor's sole
         responsibility.

         Insurance Reports. Grantor, upon request of Lender, shall furnish to
         Lender reports on each existing policy of insurance showing such
         Information as Lender may reasonably request Including the following:
         (a) the name of the insurer; (b) the risks Insured; (c) the amount of
         the policy; (d) the property insured; (e) the then current value on the
         basis of which insurance has been obtained and the manner of
         determining that value; and (f) the expiration date of the policy. In
         addition, Grantor shall upon request by Lender (however not more often
         than annually) have an independent appraiser satisfactory to Lender
         determine, as applicable, the cash value or replacement cost of the
         Collateral.

GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor may have possession of the
tangible personal property and beneficial use of all the Collateral and may use
it in any lawful manner not inconsistent with this Agreement or the Related
Documents, provided that Grantor's right to possession and beneficial use shall
riot apply to any Collateral where possession of the Collateral by Lender is
required by law to perfect Lender's security interest in such Collateral. If
Lender at any time has possession of any Collateral, whether before or after an
Event of Default, Lender shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral if Lender takes such action for
that purpose as Grantor shall request or as Lender, in Lenders sole discretion,
shall deem appropriate under the circumstances, but failure to honor any request
by Grantor shall not of itself be deemed to be a faliure to exercise reasonable
care. Lender shall not be required to take any steps necessary to preserve any
rights in the Collateral against prior parties, nor to protect, preserve or
maintain any security interest given to secure the indebtedness.

EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes, liens, security interests, encumbrances, and other claims, at any
time levied or placed on the Collateral. Lender also may (but shall not be
obligated to) pay all costs for insuring, maintaining and preserving the
Collateral. All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the rate charged under the Note from the date
incurred or paid by Lender to the date of repayment by Grantor. All such
expenses shall become a part of the Indebtedness and, at Lender's option, will
(a) be payable on demand, (b) be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either (i) the term of any applicable insurance policy or (ii) the
remaining term of the Note, or. (c) be treated as a balloon payment which will
be due and payable at the Note's maturity. This Agreement also will secure
payment of these amounts. Such right shall be in addition to all other rights
and remedies to which Lender may be entitled upon the occurrence of an Event of
Default.

REINSTATEMENT OF SECURITY INTEREST. If payment is made by Grantor, whether
voluntarily or otherwise, or by guarantor or by any third party, on the
Indebtedness and thereafter Lender is forced to remit the amount of that payment
(a) to Grantor's trustee in bankruptcy or to any similar person under any
federal or state bankruptcy law or law for the relief of debtors, (b) by reason
of any judgment, decree or order of any court or administrative body having
jurisdiction over Lender or any of Lender's property, or (c) by reason of any
settlement or compromise of any claim made by Lender with any claimant
(including without limitation Grantor), the Indebtedness shall be considered
unpaid for the purpose of enforcement of this Agreement and this Agreernent
shall continue to be effective or shall be reinstated, as the case may be,
notwithstanding any cancellation of this Agreement or of any note or other
instrument or agreement evidencing the Indebtedness and the Collateral will
continue to secure the amount repaid or recovered to the same extent as if that
amount never had been originally received by Lender, and Grantor shall be bound
by any judgment, decree, order, settlement or compromise relating to the
Indebtedness or to this Agreement.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement

         Default on Indebtedness. Failure of Grantor to make any payment when
         due on the Indebtedness.

         Other Defaults. Failure of Grantor to comply with or to perform any
         other term, obligation, covenant or condition contained in this
         Agreement or in any of the Related Documents or in any other agreement
         between Lender and Grantor.

         False Statements. Any warranty, representation or statement made or
         furnished to Lender by or on behalf of Grantor under this Agreement,
         the Note or the Related Documents is false or misleading in any
         material respect, either now or at the time made or furnished.

         Defective Collateralization. This Agreement or any of the Related
         Documents ceases to be in full force and effect (including failure of
         any collateral documents to create a valid and perfected security
         interest or lien) at any time and for any reason.

         Insolvency. The dissolution or termination of Grantor's existence as a
         going business, the insolvency of Grantor, the appointment of a
         receiver for any part of Grantor's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Grantor.

         Creditor or Forfeiture Proceedings. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help
         repossession or any other method, by any creditor of Grantor or by any
         governmental agency against the Collateral or any other collateral
         securing the Indebtedness. This includes a garnishment of any of
         Grantors accounts, including deposit accounts, with Lender

         Events Affecting Guarantor. Any of the preceding events occurs with
         respect to any Guarantor of any of the Indebtedness or such Guarantor
         dies or becomes incompetent.

         Adverse Change. A material adverse change occurs in Grantor's financial
         condition, or Lender believes the prospect of payment or

<PAGE>

06-29-2000                   COMMERCIAL SECURITY AGREEMENT              Page 5
Loan No 200048                       (Continued)
================================================================================

         performance of the Indebtedness is impaired.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the Illinois Uniform Commercial Code. In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

         Accelerate Indebtedness. Lender may declare the entire Indebtedness,
         including any prepayment penalty which Grantor would be required to
         pay, immediately due and payable, without notice.

         Assemble Collateral. Lender may require Grantor to deliver to lender
         all or any portion of the Collateral and any and all certificates of
         title and other documents relating to the Collateral. Lender may
         require Grantor to assemble the Collateral and make it available to
         Lender at a place to be designated by Lender. Lender also shall have
         full power to enter upon the property of Grantor to take possession of
         and remove the Collateral. It the Collateral contains other goods not
         covered by this Agreement at the time of repossession, Grantor agrees
         lender may take such other goods, provided that Lender makes reasonable
         efforts to return them to Grantor after repossession.

         Sell the Collateral. Lender shall have full power to sell, lease,
         transfer, or otherwise deal with the Collateral or proceeds thereof to
         its own name or that of Grantor. Lender may sell the Collateral at
         public auction or private sale. Unless the Collateral threatens to
         decline speedily in value or is of a type customarily sold on a
         recognized market, Lender will give Grantor reasonable notice of the
         time after which any private sale or any other intended disposition of
         the Collateral is to be made. The requirements of reasonable notice
         shall be met if such notice is given at least ten (10) days before the
         time of the sale or disposition. All expenses relating to the
         disposition of the Collateral, including without limitation the
         expenses of retaking, holding, insuring, preparing for sale and selling
         the Collateral, shall become a part of the Indebtedness secured by this
         Agreement and shall be payable on demand, with interest at the Note
         rate from date of expenditure until repaid.

         Appoint Receiver. To the extent permitted by applicable law, Lender
         shall have the following rights and remedies regarding the appointment
         of a receiver. (a) Lender may have a receiver appointed as a matter of
         right, (b) the receiver may be an employee of Lender and may serve
         without bond, and (c) all fees of the receiver and his or her attorney
         shall become part of the Indebtedness secured by this Agreement and
         shall be payable on demand, with interest at the Note rate from date of
         expenditure until repaid.

         Collect Revenues, Apply Accounts. Lender, either itself or through a
         receiver, may collect the payments, rents, income, and revenues from
         the Collateral. Lender may at any time in its discretion transfer any
         Collateral into its own name or that of its nominee and receive the
         payments, rents, income, and revenues therefrom and hold the same as
         security for the Indebtedness or apply it to payment of the
         Indebtedness in such order of preference as Lender may determine.
         Insofar as the Collateral consists of accounts, general intangibles,
         insurance policies, instruments, chattel paper, chores in action, a
         similar property, Lender may demand, collect, receipt for, settle,
         compromise, adjust, sue for, foreclose, or realize on the Collateral as
         Lender may determine, whether or not Indebtedness or Collateral is then
         due. For these purposes, Lender may, on behalf of and in the name of
         Grantor, receive, open and dispose of mail addressed to Grantor, change
         any address to which mail and payments are to be sent; and endorse
         notes, checks, drafts, money orders, documents of title, instruments
         and items pertaining to payment, shipment, or storage of any
         Collateral. To facilitate collection, Lender may notify account debtors
         and obligors on any Collateral to make payments directly to Lender.

         Obtain Deficiency. If Lender chooses to sell any or all of the
         Collateral, Lender may obtain a judgment against Grantor for any
         deficiency remaining on the Indebtedness due to Lender after
         application of all amounts received from the exercise of the rights
         provided in this Agreement.

         Grantor shall be liable for a deficiency even if the transaction
         described in this subsection is a sale of accounts or chattel paper.

         Other Rights and Remedies. Lender shall have all the rights and
         remedies of a secured creditor under the provisions of the Uniform
         Commercial Code, as may be amended from time to time. In addition,
         Lender shall have and may exercise any a all other rights and remedies
         it may have available at law, in equity, or otherwise.

         Cumulative Remedies. All of Lenders rights and remedies, whether
         evidenced by this Agreement or the Related Documents or by any other
         writing, shaft be cumulative and may be exercised singularly or
         concurrently. Election by Lender to pursue any remedy shall not exclude
         pursuit of any other remedy, and an election to make expenditures or to
         take action to perform an obligation of Grantor under this Agreement,
         after Grantor's failure to perform, shall not affect Lender's right to
         declare a default and to exercise its remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

         Amendments. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Agreement. No alteration of or amendment
         to this Agreement shall be effective unless given in writing and signed
         by the party or parties sought to be charged or bound by the alteration
         or amendment.

         Applicable Law. This Agreement has been delivered to Lender and
         accepted by Lender in the State of Illinois. If there is a lawsuit,
         Grantor agrees upon Lender's request to submit to the jurisdiction of
         the courts of the State of Illinois. This Agreement shall be governed
         by and construed in accordance with the laws of the State of Illinois.

         Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of
         Lender's costs and expenses, including attorneys' fees and Lender's
         legal expenses, incurred in connection with the enforcement of this
         Agreement Lender may pay someone else to help enforce this Agreement,
         and Grantor shall pay the costs and expenses of such enforcement. Costs
         and expenses include Lender's attorneys' fees and legal expenses
         whether or not there is a lawsuit, including attorneys' fees and legal
         expenses for bankruptcy proceedings (and including efforts to modify or
         vacate any automatic stay or injunction), appeals, and any anticipated
         post-judgment collection services. Grantor also shall pay all court
         costs and such additional fees as may be directed by the court.

         Caption Headings. Caption headings, in this Agreement are for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Agreement.

         Notices. All notices required to be given under this Agreement shall be
         given in writing, may be sent by telefacsimile (unless otherwise
         required by law), and shall be effective when actually delivered or
         when deposited with a nationally recognized overnight courier or
         deposited in the United States mail first class, postage prepaid,
         addressed to the party to whom the notice is to be given at the address
         shown above. Any party may change its address for notices under this
         Agreement by giving forma written notice to the other parties,
         specifying that the purpose of the notice is to change the party's
         address. To the extent permitted by applicable law, if there is more
         than one Grantor, notice to any Grantor will constitute notice to all
         Grantors. For notice purposes. Grantor will keep lender informed at all
         times of Grantors current address(es).

         Power of Attorney. Grantor hereby appoints Lender as its true and
         lawful attorney-in-fact, irrevocably, with full power of substitution
         to do the following: (a) to demand, collect, receive, receipt for, sue
         and recover all sums of money or other property which may now or
         hereafter become due, owing or payable from the Collateral; (b) to
         execute, sign and endorse any and all claims, instruments, receipts,
         checks, drafts or warrants issued in payment for the Collateral; (c) to
         settle or compromise any and all claims arising under the Collateral,
         and, in the place and stead of Grantor, to execute and deliver its
         release and settlement for the claim; and (d) to file any claim or
         claims or to take any action or institute or take part n any
         proceedings, either in its own name or in the name of Grantor, or
         otherwise, which in the discretion of lender may seem to be necessary
         or advisable This power is given as security for the Indebtedness, and
         the authority hereby conferred is and shall be irrevocable and shall
         remain in full force and effect until renounced by Lender.

<PAGE>


06-29-2000                   COMMERCIAL SECURITY AGREEMENT              Page 6
Loan No 200048                       (Continued)
================================================================================

         Severability. If a court of competent jurisdiction finds any provision
         of this Agreement to be invalid or unenforceable as to any person or
         circumstance, such finding shall not render that provision invalid or
         unenforceable as to any other persons or circumstances. If feasible,
         any such offending provision shall be deemed to be modified to be
         within the limits of enforceability or validity; however, if the
         offending provision cannot be so modified, it shall be stricken and all
         other provisions of this Agreement in all other respects shall remain
         valid and enforceable.

         Successor Interests. Subject to the limitations set forth above on
         transfer of the Collateral, this Agreement shall be binding upon and
         inure to the benefit of the parties, their successors and assigns.

         Waiver. Lender shall not be deemed to have waived any rights under this
         Agreement unless such waiver is given in writing and signed by Lender.
         No delay or omission on the part of Lender in exercising any right
         shall operate as a waiver of such right or any other right. A waiver by
         Lender of a provision of this Agreement shall not prejudice or
         constitute a waiver of Lenders right otherwise to demand strict
         compliance with that provision or any other provision of this
         Agreement. No prior waiver by Lender, nor any course of dealing between
         Lender and Grantor, shall constitute a waiver of any of Lender's rights
         or of any of Grantor's obligations as to any future transactions.
         Whenever the consent of Lender is required under this Agreement, the
         granting of such consent by Lender in any instance shall not constitute
         continuing consent to subsequent instances where such consent is
         required and in all cases such consent may be granted or withheld in
         the sole discretion of Lender.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT, AND GRANTO AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JUNE 29,2000.

GRANTOR:

UNIVERSAL BEVERAGE HOLDINGS CORPORATION

By: /s/ CYDELLLE MENDIUS
   ------------------------
   CYDELLE MENDIUS, PRESIDENT

================================================================================
LASER PRO. Reg. U.S. Pat. & TM. OH., Ver. 3.28c (c) 2000 CFi ProServices. Inc.
All fights reserved. [IL-E40 E3.28F3.28 UNIBEVINI